AFFIRMED and Opinion Filed March 3, 2021 

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In The 

### Court of Appeals Fifth District of Texas at Dallas No. 05-20-00217-CV SHS HOLDINGS, LLC, Appellant V. TODD GLENN ROWAN AND LIND A ANN BUTCHER., Appellees On Appeal from the 14th Judicial District Court Dallas County, Texas Trial Court Cause No. DC-19-11006 MEMORANDUM OPINION Before Justices Schenck, Smith, and Garcia Opinion by Justice Smith SHS Holdings, LLC, appeals the trial court’s order dismissing i ts claims against Todd Glenn Rowan and Linda Ann Butcher pursuant to a fo rum selection clause in the underlying contract. In two issues, appellant ar gues the trial court erred because the forum selection clause (1) was induced by appellees ’ fraud and (2) was unenforceable because the corpora te party to the contract, Rewa rds Blockchain Holdings, did not exist. We affirm the trial court’s judgment. Appellant is an investment com pany engaged in funding early-sta ge companies. Appellees’ company, B lockchain, held interests in c ryptocurrencies,–2– among other things. In February 2019, appellant entered into a contract, the Share Purchase Agreement (SPA), to pur chase five percent of Blockchai n in exchange for a payment of $200,000. The contr act identified Blockchain as “ a company incorporated under the laws of Bermuda” and listed a Bermuda ad dress for Blockchain’s registered office. The contract also contained a provision that established Bermuda as the forum for settling any dispute, cont roversy, or claim arising out of the contract. The parties also were to enter s imultaneously into a second agr eement, the “Agreement for Future Token Sale” (SAFT), which had the effect of guaranteeing the return of appellant’s $200, 000 investment. To accomplish t his, the SAFT granted appellant 2,000,000 crypt ocurrency tokens which appelle es guaranteed could be sold for the full amount of appellant’s investment wit hin 100 days. The SAFT provided that it too was governed by Bermuda law. Appellant signed both agreements . In reliance on representatio ns that appellees had also signed the ag reements, appellant paid appell ees $200,000. However, after appellant made the payment, appellees “claimed t hey had not signed the SAFT and would not honor the terms.” Despite a written dem and from appellant‘s attorney, appellees r efused to return the $200,000. In its first amended petition, t he live pleading, appellant ass erted appellees committed fraud and violated the Texas Theft Liability Act. Ap pellant claimed the SPA was void because appellees s old appellant “shares of a fict itious Bermuda–3– company that did not exist at the time the agreement was made.” Specifically, appellant argued appellees’ repr esentation that Blockchain was “a company incorporated under the laws of Bermuda” was false, and “no such company had ever been formed and incorp orated in Bermuda.” Appellees responded by filing motions to dismiss stating “each of the purported contracts at issue” included a mandatory forum select ion clause designating Bermuda as the “exclus ive jurisdiction and venue” f or the resolution of disputes between the parties. In its response to the motions to dismiss, appellant reasserted that Blockchain was “a fictitious entity that did not exist as a corporate enti ty at the time [the] agreement was signed, nor at any other time before or after.” Thus, appellant argued, there was no valid written contract between appellant and appel lees. Appellant further argued that, even if a co ntract did exist, the forum se lection clause requiring disputes to be resolved in Bermuda would be void and unenforcea ble because the contract was induced by fraud, “including fraudulent representa tions made about the forum-selection clause.” As proof that Blockchain did not exis t, appellant relied on a letter under the “Government o f Bermuda, Ministry of Finance, Registrar of Companies” letterhead dated Oc tober 22, 2019. The letter state d that, “[ I ]n response to your query dated October 21, 2019, we can confirm that Rewar ds Blockchain Holdings is not a company that appears on our register.”–4– At the conclusion of a hearing in December 2019, the trial cour t agreed with appellees that a tribunal was going to have to resolve the issu es in the case, and “the parties by the intent of their writing determined that that was going to be done by an arbitration panel in Bermuda.” On December 5, 2019, the trial court signed an order granting appellees’ motion to dismiss and dismissing all of app ellant’s claims with prejudice. This appeal followed. In two issues, appellant argues th e trial court erred in its di smissal because the evidence established that no contract could be formed between t he parties because Blockchain did not exist, and the forum selection and arbitrati on clause were induced by fraud. “A motion to dismiss is the proper procedural mechanism for enf orcing a forum-selection clause that a pa rty to the agreement has violat ed in filing suit.” Chandler Mgmt. Corp. v. First Specialty Ins. Corp., Vericlaim, Inc. , 452 S.W.3d 887, 891 (Tex. App. —Dallas 2014) (quoting Phoenix Network Techs. (Europe) Ltd. v. Neon Sys., Inc. , 177 S.W.3d 605, 610 (Tex. App.—Houston [1st Dist.] 2005, no pet.). We review the trial court’s decision whether to enforce a forum-selection clause for an abuse of discretion, deferring to the trial court ’s factual determinations if they are supported by the evidence, but we review the trial court’s legal determinations de novo. In re Int’l Profit Assocs., Inc. , 274 S.W.3d 672, 675 (Tex. 2009). A party attempting to show that such a clause should no t be enforced bears a heavy burden. In re Lyon Fin. Servs., Inc. , 257 S.W.3d 228, 232 (Tex. 2008) (per–5– curiam) (orig. proceeding). “Forum-selection clauses are gener ally enforceable and presumptively valid.” In re Cornerstone Health care Holding Grp., Inc. , 348 S.W.3d 538, 540 (Tex. App.—Dallas 2011, orig. proceeding). Arbitratio n and forumselection clauses should be enforced, even if they are part of an agreement alleged to have been fraudulently induced , as long as the specific clau ses were not themselves the product of fraud or coercion. In re Prudential Ins. Co. of Am. , 148 S.W.3d 124, 134 (Tex. 2004). As the trial judge did not make f indings of fact or conclusions of law, we infer tha t the trial court made all fact findings that have support in the record and are necessary to uphold the ruling. Moki Mac River Expeditions v. Drugg , 221 S.W.3d 569, 574 (Tex. 2007). Among the “General Representati ons and Warranties of the Seller ” in the SPA was the following provision: 7.6 Proper and valid organizati on. The Company is an exempted Company that is duly organized and validly existing under the applicable laws of Bermuda and was properly constituted. It ha s its actual centre of administration at its registered office; it ha s all requisite corporate power and authority under applicable laws to carry on the business presently conducted by it. The Company has at all tim es acted in all material respects in accor dance with its respective arti cles of association. All facts relating to the Company to be registere d under Bermudian law are accurately registered. Thus, the contract signed by the parties is at least some evide nce that Blockchain “validly exist[ed]” under Bermuda law at the time it was execut ed in February 2019. To counter this evidence, appellant attached to its response t o appellees’ motion to dismiss a letter under the letterhead of the “Governm ent of Bermuda,–6– Ministry of Finance, Registrar of Companies” dated October 22, 2019. The letter stated that, “[ I ]n response to your query dated October 21, 2019, we can confir m that Rewards Blockchain Holdings is not a company that appears on our register.” We infer the trial court found that, even assuming the letter w as the official document it purported to be, the letter was no evidence of whet her “Rewards Blockchain Holdings” was ever required to appear on the “register” mentioned in the letter or whether “Rewar ds Blockchain Holdings” did appear on the “register” on a date prior to October 22, 2019. See Moki Mac , 221 S.W.3d at 574. Based on this record, we conclude the trial court did not abuse its disc retion in rejecting appellant’s argument that Blockchain did not exist. See In re Int’l Profit Assocs. , 274 S.W.3d at 675; Moki Mac , 221 S.W.3d at 574. In a related argument, appellant asserts that the underlying co ntract as a whole was the result of fraud because appellees induced appellant to pay $200,000 for shares of a company that did not exist. We have already conclu ded the evidence is insufficient to support appellant ’s position on this issue, and we need not address it further. Appellant further stresses that t he forum-selection clauses wer e themselves the product of fraud in that Rowan falsely represented that Ber muda laws concerning cryptocurrency were clear, and Ber muda was therefore a favorabl e forum for resolving cryptocurrency disput es. In support of this position , appellant relies on the affidavit of its managing memb er, Edward Sigmond, which states in part:–7– 7. Although I was concerned about the forum for disputes being designated as Bermuda, I relied on her explanation that entity “Rewards Blockchain Holdings” was a curre nt, existing corporation, incor porated in Bermuda with an existing office location and address as well as her explanation that Bermuda law r egarding crypto-currencies and Bermuda as the most favorable venue for any legal disputes or a ctions was essential for conducting busin ess in the crypto-currency in dustry. This representation is untrue. Attached is a certification fro m the Bermuda Registrar of Companies responding to a request from my attorney. Exhibit No. “A”. 8. Had I known that these repre sentations were false, and part icularly that no such corporation had been formed or existed in Bermuda, SHS would not have agreed to sign any agreement with Rowan and/or Butcher that contained a mandatory arbitration in Bermuda befor e a panel of three arbitrators; in fact, we would have signed no ag reement at all and certainly would not have paid them $200,000. In making its argument, appellant asserts it would not have agr eed to the selection of Bermuda as the appropriate forum to resolve disputes had But cher not falsely represented that (1) Blockchain already existed as a Bermuda co rporation and (2) there were compelling legal and practical reasons for making Be rmuda the chosen forum in which to resolve disputes. Clearly, appellant attempted to make the necessary showing that the specific forum-selection clauses at issue were themselves the product of fraud or coercion.
See In re Prudential , 148 S.W.3d at 134. However, appe llant presented no evidence concerning the actual nature of Bermuda law relating to cryptoc urrencies. Sigmond’s affidavit stated “these representations were false” w ithout providing any basis for his statement. In the absence of findings of fact or conclusions of law, we infer that the trial court made all fact findings that have sup port in the record and are–8– necessary to uphold the ruling. Moki Mac , 221 S.W.3d at 574. Accordingly, we conclude the trial court did not abuse its discretion in reject ing appellant’s argument that the forum selection and arb itration clauses were themselve s induced by fraud.
See In re Int’l Profit Assocs. , 274 S.W.3d at 675; In re Prudential , 148 S.W.3d at
134. Therefore, we conclude the trial court did not err in granting appellees’ motions to dismiss. See Chandler Mgmt. , 452 S.W.3d at 891. We overrule appellant’s first and second issues. We affirm the trial court’s judgment.

200217F.P05 /Craig Smith/ CRAIG SMITH JUSTICE–9– 

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Court of Appeals Fifth District of Texas at Dallas JUDGMENT SHS HOLDINGS, LLC, Appellant

No. 05-20-00217-CV V.

TODD GLENN ROWAN AND LINDA ANN BUTCHER., Appellees On Appeal from the 14th Judicial District Court, Dallas County, Texas Trial Court Cause No. DC-19-11006. Opinion delivered by Justice Smith. Justices Schenck and Garcia participating.

In accordance with this Court’ s opinion of this date, the judg ment of the trial court is AFFIRMED

. It is ORDERED that appellees TODD GL ENN ROWAN AND LINDA ANN BUTCHER. recover their costs of this appeal from appellant SHS HOLDINGS, LLC.
Judgment entered March 3, 2021.