AFFIRMED and Opinion Filed March 3, 2021 

S 

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 LINDA 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 its claims 

against Todd Glenn Rowan and Linda Ann Butcher pursuant to a forum selection 

clause in the underlying contract. In two issues, appellant argues the trial court erred 

because the forum selection clause (1) was induced by appellees’ fraud and (2) was 

unenforceable because the corporate party to the contract, Rewards Blockchain 

Holdings, did not exist. We affirm the trial court’s judgment.

Appellant is an investment company engaged in funding early-stage 

companies. Appellees’ company, Blockchain, held interests in cryptocurrencies, 
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among other things. In February 2019, appellant entered into a contract, the Share 

Purchase Agreement (SPA), to purchase five percent of Blockchain in exchange for 

a payment of $200,000. The contract identified Blockchain as “a company 

incorporated under the laws of Bermuda” and listed a Bermuda address for 

Blockchain’s registered office. The contract also contained a provision that 

established Bermuda as the forum for settling any dispute, controversy, or claim 

arising out of the contract. 

The parties also were to enter simultaneously into a second agreement, the 

“Agreement for Future Token Sale” (SAFT), which had the effect of guaranteeing 

the return of appellant’s $200,000 investment. To accomplish this, the SAFT 

granted appellant 2,000,000 cryptocurrency tokens which appellees guaranteed 

could be sold for the full amount of appellant’s investment within 100 days. The 

SAFT provided that it too was governed by Bermuda law. 

Appellant signed both agreements. In reliance on representations that 

appellees had also signed the agreements, appellant paid appellees $200,000. 

However, after appellant made the payment, appellees “claimed they had not signed 

the SAFT and would not honor the terms.” Despite a written demand from 

appellant‘s attorney, appellees refused to return the $200,000. 

In its first amended petition, the live pleading, appellant asserted appellees 

committed fraud and violated the Texas Theft Liability Act. Appellant claimed the 

SPA was void because appellees sold appellant “shares of a fictitious Bermuda 
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company that did not exist at the time the agreement was made.” Specifically, 

appellant argued appellees’ representation that Blockchain was “a company 

incorporated under the laws of Bermuda” was false, and “no such company had ever 

been formed and incorporated in Bermuda.” 

Appellees responded by filing motions to dismiss stating “each of the 

purported contracts at issue” included a mandatory forum selection clause 

designating Bermuda as the “exclusive jurisdiction and venue” for 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 entity 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 appellees. Appellant 

further argued that, even if a contract did exist, the forum selection clause requiring 

disputes to be resolved in Bermuda would be void and unenforceable because the 

contract was induced by fraud, “including fraudulent representations made about the 

forum-selection clause.” As proof that Blockchain did not exist, appellant relied on 

a letter under the “Government of Bermuda, Ministry of Finance, Registrar of 

Companies” letterhead dated October 22, 2019. The letter stated that, “[I]n response 

to your query dated October 21, 2019, we can confirm that Rewards Blockchain 

Holdings is not a company that appears on our register.” 
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At the conclusion of a hearing in December 2019, the trial court agreed with 

appellees that a tribunal was going to have to resolve the issues 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 appellant’s claims with 

prejudice. This appeal followed. 

In two issues, appellant argues the trial court erred in its dismissal because the 

evidence established that no contract could be formed between the parties because 

Blockchain did not exist, and the forum selection and arbitration clause were induced 

by fraud. 

“A motion to dismiss is the proper procedural mechanism for enforcing a 

forum-selection clause that a party to the agreement has violated 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 not be enforced bears 

a heavy burden. In re Lyon Fin. Servs., Inc., 257 S.W.3d 228, 232 (Tex. 2008) (per 
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curiam) (orig. proceeding). “Forum-selection clauses are generally enforceable and 

presumptively valid.” In re Cornerstone Healthcare Holding Grp., Inc., 348 S.W.3d 

538, 540 (Tex. App.—Dallas 2011, orig. proceeding). Arbitration 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 clauses 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 findings of fact or 

conclusions of law, we infer that 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 Representations and Warranties of the Seller” in the SPA 

was the following provision: 

7.6 Proper and valid organization. The Company is an exempted 

Company that is duly organized and validly existing under the 

applicable laws of Bermuda and was properly constituted. It has its 

actual centre of administration at its registered office; it has all requisite 

corporate power and authority under applicable laws to carry on the 

business presently conducted by it. The Company has at all times acted 

in all material respects in accordance with its respective articles of 

association. All facts relating to the Company to be registered under 

Bermudian law are accurately registered. 

Thus, the contract signed by the parties is at least some evidence that Blockchain 

“validly exist[ed]” under Bermuda law at the time it was executed in February 2019. 

 To counter this evidence, appellant attached to its response to appellees’ 

motion to dismiss a letter under the letterhead of the “Government of Bermuda, 
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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 confirm 

that Rewards Blockchain Holdings is not a company that appears on our register.” 

We infer the trial court found that, even assuming the letter was the official 

document it purported to be, the letter was no evidence of whether “Rewards 

Blockchain Holdings” was ever required to appear on the “register” mentioned in 

the letter or whether “Rewards 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 discretion 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 contract 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 concluded the evidence is 

insufficient to support appellant’s position on this issue, and we need not address it 

further. 

Appellant further stresses that the forum-selection clauses were themselves 

the product of fraud in that Rowan falsely represented that Bermuda laws concerning 

cryptocurrency were clear, and Bermuda was therefore a favorable forum for 

resolving cryptocurrency disputes. In support of this position, appellant relies on the 

affidavit of its managing member, Edward Sigmond, which states in part: 
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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 current, existing corporation, incorporated 

in Bermuda with an existing office location and address as well as her 

explanation that Bermuda law regarding crypto-currencies and 

Bermuda as the most favorable venue for any legal disputes or actions 

was essential for conducting business in the crypto-currency industry. 

This representation is untrue. Attached is a certification from the 

Bermuda Registrar of Companies responding to a request from my 

attorney. Exhibit No. “A”. 

8. Had I known that these representations were false, and particularly 

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 before a 

panel of three arbitrators; in fact, we would have signed no agreement 

at all and certainly would not have paid them $200,000. 

In making its argument, appellant asserts it would not have agreed to the selection 

of Bermuda as the appropriate forum to resolve disputes had Butcher not falsely 

represented that (1) Blockchain already existed as a Bermuda corporation and (2) 

there were compelling legal and practical reasons for making Bermuda 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, appellant presented no evidence 

concerning the actual nature of Bermuda law relating to cryptocurrencies. 

Sigmond’s affidavit stated “these representations were false” without 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 support in the record and are 
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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 rejecting appellant’s argument 

that the forum selection and arbitration clauses were themselves 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 
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S 

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 judgment of the trial 

court is AFFIRMED. 

 It is ORDERED that appellees TODD GLENN ROWAN AND LINDA 

ANN BUTCHER. recover their costs of this appeal from appellant SHS 

HOLDINGS, LLC. 

Judgment entered March 3, 2021.