IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 19-20495

MOTIS ENERGY, L.L.C., 

 Plaintiff - Appellant

v.

SWN PRODUCTION COMPANY, L.L.C., 

 Defendant - Appellee

Appeal from the United States District Court 

for the Southern District of Texas

USDC No. 4:17-CV-962

Before STEWART, DENNIS, and HAYNES, Circuit Judges.

PER CURIAM:*

Motis Energy, L.L.C. (“Motis”) appeals the district court’s order

granting SWN Production Company, L.L.C. (“SWN”) attorneys’ fees. For the 

reasons set forth below, we AFFIRM the district court’s judgment.

I. Background

In 2015, SWN and Motis Energy, a Division of Infinity Oilfield 

Services, LLC (“Motis-DI”), entered into a Commercial Oilfield Services 

* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not 

be published and is not precedent except under the limited circumstances set forth in 5TH 

CIR. R. 47.5.4.

United States Court of Appeals

Fifth Circuit

FILED

April 28, 2020

Lyle W. Cayce

Clerk

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Agreement (the “Agreement”). The Agreement set the terms for services 

Motis-DI supplied to SWN at its drilling sites. The price terms for these 

services were contained in rate sheets. 

In 2016, a dispute arose between Motis and SWN; Motis claimed that 

SWN had outstanding payments owed to Motis-DI based on the rate sheets. 

Later that year, Motis-DI assigned to Motis “all claims, demands, and cause 

or causes of action” that Motis-DI may have had against SWN. With this 

assignment of claims, Motis sued SWN in federal district court, alleging

among other claims that SWN breached the Agreement. The jury found that 

although SWN failed to comply with the Agreement, SWN’s failure was 

excused. The district court entered a take-nothing judgment in favor of SWN. 

Following the take-nothing judgment, SWN moved for attorneys’ fees, 

alleging that it was entitled to recover the fees under the Agreement. Motis 

responded, claiming that SWN had no contractual right to recover attorneys’ 

fees from Motis because Motis was a nonparty to the Agreement. The district 

court granted SWN’s motion in part,1 finding that SWN was entitled to 

recover reasonable attorneys’ fees as the prevailing party in a suit brought 

under the Agreement. Motis timely appealed the district court’s grant of 

attorneys’ fees to SWN. 

II. Discussion

The sole issue on appeal is whether SWN was contractually entitled to 

recover attorneys’ fees incurred in the underlying litigation from Motis. 

Motis argues that it was a nonparty to the Agreement and thus the attorneys’

fees provision does not apply to it. Motis claims that although Motis-DI 

assigned a portion of the Agreement to Motis, that assignment did not subject 

Motis to the entirety of the Agreement. 

1 The court denied the full amount of SWN’s requested attorneys’ fees, awarding as 

reasonable a reduced amount. 

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Whether contract language permits an award of attorneys’ fees is a 

question of law that we review de novo. Offshore Drilling Co. v. Gulf Copper 

& Mfg. Corp., 604 F.3d 221, 227 (5th Cir. 2010). Texas substantive law 

applies in this diversity case. See Mathis v. Exxon Corp., 302 F.3d 448, 461 

(5th Cir. 2002). Under Texas law, a prevailing party may recover “attorneys’ 

fees ‘only if specifically provided for by statute or contract.’” Merritt Hawkins 

& Assocs. v. Gresham, 861 F.3d 143, 155 (5th Cir. 2017) (quoting Epps v. 

Fowler, 351 S.W.3d 862, 865 (Tex. 2011)). 

Texas law recognizes the doctrine of direct-benefits estoppel. In re 

Weekley Homes, L.P., 180 S.W.3d 127, 134–35 (Tex. 2005). Under this 

doctrine, a nonparty to a contract may be subject to the contract’s terms if it 

“consistently and knowingly insists that others treat it as a party” subject to 

the contract.2 Id. (footnotes omitted). Thus, if a nonparty to a contract 

“embrace[s]” the contract, the nonparty is subject to the contract’s terms.

Noble Drilling Servs., Inc. v. Certex USA, Inc., 620 F.3d 469, 473 (5th Cir. 

2010). Applying this doctrine, we have held that a nonparty can be subject to 

a contract’s terms “by knowingly seeking and obtaining ‘direct benefits’ from 

that contract,” “by seeking to enforce the terms of that contract,” or by 

“asserting claims that must be determined by reference to that contract.” Id. 

Here, Motis is a nonparty to the Agreement. But Motis embraced the 

Agreement by seeking to enforce its terms. Motis’s argumentthat it did not 

embrace the entirety of the Agreement because it was assigned the right to 

Motis-DI’s claims, not the entire contractlacks merit.3 When a plaintiff 

2 Motis argues that this doctrine applies only for the enforcement of forum selection 

and arbitration clauses. But Motis cites no support for this assertion. In Shakeri v. ADT 

Security Services, Inc., for example, we applied this doctrine to nonparty tort claims under 

Texas law. 816 F.3d 283, 291 (5th Cir. 2016) (per curiam).

3 Even if we assume arguendo that a party is subject to only those contractual terms 

it embraced, Motis’s argument fails. Throughout the litigation, Motis “consistently and 

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sues to enforce a contract to which it was not a party, the Supreme Court of 

Texas has held, as have we, that the plaintiff subjects itself to the entirety of 

the contract terms. E.g., Shakeri v. ADT Sec. Servs., Inc., 816 F.3d 283, 291 

(5th Cir. 2016) (per curiam) (holding that because the plaintiffs asserted 

breach of contract claims under a contract they were not a party to, the 

plaintiffs were bound by the contract’s terms); In re FirstMerit Bank, N.A., 52 

S.W.3d 749, 755–56 (Tex. 2001) (holding that by joining their parents’ 

contract claim, the children “subjected themselves to the contract’s terms” 

even though they never signed the agreement). Thus, the doctrine of directbenefits estoppel prevents Motis from prevailing on its theory that, as a 

nonparty, it is not subject to the Agreement’s attorneys’ fees provision. Motis 

subjected itself to the attorneys’ fees provision of the Agreement when it sued 

SWN to enforce the Agreement. 

III. Conclusion

For the foregoing reasons, we AFFIRM the district court’s grant of 

attorneys’ fees to SWN.

knowingly” insisted that it could recover attorneys’ fees under the Agreement. See In re 

Weekley Homes, 180 S.W.3d at 135 (footnotes omitted). Thus, even though Motis was 

assigned a limited portion of the Agreement, Motis, in seeking attorneys’ fees under the 

Agreement, sought to “enforce the terms of that contract” provision and thereby became 

subject to at least the attorneys’ fees provision of the Agreement. See Noble Drilling, 620 

F.3d at 473. 

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