NO. 12-18-00054-CV

IN THE COURT OF APPEALS

TWELFTH COURT OF APPEALS DISTRICT

TYLER, TEXAS

IN RE:

EOG RESOURCES, INC.,

RELATOR

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§

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ORIGINAL PROCEEDING

MEMORANDUM OPINION

Relator EOG Resources, Inc., seeks mandamus relief from the trial court’s order refusing 

to transfer venue of the underlying proceeding to Harris County, Texas.1 We conditionally grant 

the writ.

BACKGROUND

Cabot Oil and Gas Corporation owns several gas producing wells in San Augustine 

County, Texas. Cabot contracted with EOG to operate those wells while Cabot maintained a 

non-operating working interest in them. Specifically, EOG and Cabot executed a Participation 

Agreement (PA) on February 28, 2011. The PA required the parties to execute Joint Operating 

Agreements (JOAs) that, among other things, authorized EOG to market Cabot’s share of the gas 

produced from the wells, and to deduct certain expenses from the gas sale proceeds.2

In 2015, Cabot contacted EOG regarding its belief that EOG improperly deducted 

“unused firm transportation reservation charges,” a type of pipeline cost, from Cabot’s share of 

 

1 Respondent is the Honorable Craig M. Mixon, Judge of the 1st District Court in San Augustine County, 

Texas. The Real Party in Interest is Cabot Oil and Gas Corporation.

2 The JOAs also authorized the parties to execute gas marketing agreements (GMAs), although this was not 

a requirement in order for EOG to market the gas produced from the wells. The parties later executed GMAs on 

some, but not all, of the wells at issue.
2

the proceeds. Accordingly, in 2017, it filed suit in San Augustine County, which is where the 

relevant wells are located.3

EOG filed a motion to transfer venue of the underlying lawsuit to Harris County, alleging 

that a mandatory venue provision in the PA required that claims “arising from this Agreement 

shall be brought in the State or Federal District Court of Harris County, Texas.” Cabot 

responded that its claims are not based on any of the PA’s provisions, they do not arise from it, 

and consequently do not trigger its venue provision. Moreover, it argued that the PA expired 

prior to the events giving rise to the suit, rendering it inapplicable. After a hearing, the trial court 

denied EOG’s motion. EOG then filed this original mandamus proceeding.4

AVAILABILITY OF MANDAMUS

A party may petition for a writ of mandamus with an appellate court to enforce 

mandatory venue provisions. See TEX. CIV. PRAC. & REM. CODE ANN. § 15.0642 (West 2017); 

see also In re Hannah, 431 S.W.3d 801, 806 (Tex. App.—Houston [14th Dist.] 2014, no pet.)

(orig. proceeding) (per curiam). Contractual determination of venue is permitted by statute for 

actions arising from a “major transaction.” See TEX. CIV. PRAC. & REM. CODE ANN. § 15.020 

(West 2017). This statute authorizing contractual determination of venue is a mandatory venue 

provision. See id. § 15.020(b), (c)(2). 

Ordinarily, mandamus will issue only to correct a clear abuse of discretion for which the 

relator has no adequate remedy by appeal. In re Prudential Ins. Co. of Am., 148 S.W.3d 124, 

135–36 (Tex. 2004) (orig. proceeding). However, a party seeking to enforce a mandatory venue 

provision is not required to prove the lack of an adequate appellate remedy, but is required only 

to show that the trial court abused its discretion. In re Mo. Pac. R.R. Co., 998 S.W.2d 212, 216 

(Tex. 1999) (orig. proceeding). A trial court has no discretion in determining what the law is or

applying the law to the facts. Walker v. Packer, 827 S.W.2d 833, 840 (Tex. 1992) (orig. 

proceeding). A trial court abuses its discretion by failing to analyze or apply the law correctly. 

Id. As the party seeking relief, the relator bears the burden of demonstrating entitlement to 

mandamus relief. Id. at 837.

 

3 See TEX. CIV. PRAC. & REM. CODE ANN. § 15.011 (West 2017).

4 TEX. CIV. PRAC. & REM. CODE ANN. § 15.0642 (West 2017).
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MOTION TO TRANSFER VENUE

EOG contends that the trial court abused its discretion when it failed to transfer venue of 

the proceeding to Harris County, because the parties contracted that venue would be fixed there 

for claims arising from this “major transaction.”

Applicable Law

An action arising from a “major transaction” shall be brought in a county if the party 

against whom the action is brought has agreed in writing that a suit arising from the transaction 

may be brought in that county. TEX. CIV. PRAC. & REM. CODE ANN. § 15.020(b). Similarly, an 

action arising from a major transaction may not be brought in a county if the party bringing the 

action has agreed in writing that an action arising from the transaction must be brought in 

another county of this state and the action may be brought in that other county. See id. 

§ 15.020(c)(2). “Major transaction” means a transaction evidenced by a written agreement under 

which a person pays or receives, or is obligated to pay or entitled to receive, consideration with 

an aggregate stated value equal to or greater than $1 million. See id. § 15.020(a).

Section 15.020 does not require that an action arise out of a specific agreement. In re

Fisher, 433 S.W.3d 523, 531 (Tex. 2014) (orig. proceeding). Rather, it applies to an action 

“arising from a major transaction.” Id. (emphasis in original). In determining whether the 

claims asserted “arise from” a major transaction, the court is to apply a “commonsense” 

examination of the substance of the claims made to determine if they “arise” from the 

transaction. Id. at 529-30. A court should consider whether a claimant seeks a direct benefit 

from a major transaction and whether that transaction, or some other general legal obligation, 

establishes the duty at issue. Id. at 529. To resolve the issue, we apply the same type of analysis 

courts use to determine whether a claim is within the scope of a contract’s forum selection 

clause. Id. at 530 (finding “no reason to deviate from the type of analysis” used in forum 

selection clause cases to determine applicability of Section 15.020 mandatory venue provision).

As part of this analysis, we focus on “the parties’ intent as expressed in their agreement.” 

Pinto Tech. Ventures, L.P. v. Sheldon, 526 S.W.3d 428, 437 (Tex. 2017). The Texas Supreme 

Court observed that the words “arising out of the agreement” have broad significance absent any

significant limitation from the language employed in the underlying agreement. Id. at 437. The 

court defined “arise” in the forum selection clause context to mean “to originate from a specified 

source,” “to stem from,” and “to result from.” Id. Moreover, the court stated that this standard 
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connotes “a causal connection or relation,” concluding that but-for causation is sufficient. Id. at 

437–38. A “but for” cause is one “without which the event could not have occurred.” Id. at 438. 

In describing the temporal reach of but-for causation, the court stated that it “has in itself no 

limiting principle; it literally embraces every event that hindsight can logically identify in the 

causative chain.” Id. Therefore, a party’s “claims arise out of the agreement” when “but for the 

agreement, the party would have no basis to complain.” Id. (citing In re Lisa Laser USA, Inc.,

310 S.W.3d 880, 886 (Tex. 2010) (orig. proceeding) (per curiam)).

Section 15.020 is a mandatory venue provision, and when it is implicated, the tag-along 

venue provision in Section 15.004 also applies. Pinto Tech. Ventures, 526 S.W.3d at 447. 

Section 15.004 states that “[i]n a suit in which a plaintiff properly joins two or more claims or 

causes of action arising from the same transaction, occurrence, or series of transactions or 

occurrences, and one of the claims or causes of action is governed by the mandatory venue 

provisions of Subchapter B [including section 15.020], the suit shall be brought in the county 

required by the mandatory venue provision.” TEX. CIV. PRAC. & REM. CODE ANN. § 15.004 

(West 2017); see Pinto Tech. Ventures, 526 S.W.3d at 447.

Discussion

The parties do not dispute, independently or in the aggregate, that the PA, the JOAs, and 

the GMAs constitute a major transaction or transactions. EOG argues that the PA expressly 

required the parties to enter JOAs, the JOAs are expressly subject to the terms of the PA, 

including its venue selection provision, and that but for the working interests established in the 

PA and JOAs, Cabot would have no claims against EOG. Moreover, its argument continues, the 

parties executed gas marketing agreements (GMAs) on some of the relevant wells but not others, 

and the GMAs are expressly subject to the JOAs, which are in turn subject to the PA containing 

the venue selection provision. 

Cabot responds that the entire text of Section 7.9(a) of the PA shows that the parties 

intended to apply the venue provision only to claims under the PA, and its claims do not arise 

from the PA. Specifically, Cabot argues that the choice of law provision in Section 7.9(a) of the 

PA states that it applies to “this agreement and the transactions contemplated hereby,” whereas 

the venue selection provision in that same section applies only to a cause of action “arising from 

this Agreement.” Section 7.9(a) provides in its entirety as follows:
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THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL 

BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF 

THE STATE OF TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF 

RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE 

APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Any claim or cause of 

action arising from this Agreement shall be brought in the State or Federal District Court of Harris 

County, Texas. 

The PA defined “Agreement” as “this PARTICIPATION AGREEMENT.” However, 

Section 7.10 states that “the exhibits and schedules referred to herein are attached hereto and 

incorporated herein by this reference, and unless the context expressly requires otherwise, the 

exhibits and schedules are incorporated in the definition of ‘Agreement.’” (emphasis added). 

Section 7.14 states that “[t]his Agreement, together with the exhibits and schedules hereto, and 

any other documents delivered in connection with this Agreement contain the entire agreement 

of the Parties with respect to the subject matter hereof . . . .” (emphasis added).

The PA also defined “JOA” as “a joint operating agreement in the form attached to this 

Agreement as Exhibit C.” The form JOA attached to the PA in Exhibit C states that “[t]his 

Agreement is subject to that certain Participation Agreement dated February 28, 2011, by and 

between Cabot Oil & Gas Corporation and EOG Resources, Inc. (Participation Agreement). In 

the event of any conflicts between this Agreement and the Participation Agreement, the terms 

and provisions of the Participation Agreement shall prevail to the extent of the conflict.”

Article III of the PA was entitled “Joint Operating Agreements and Operator,” and 

Section 3.1 stated that “[c]ontemporaneously with the execution of this Agreement, the Parties 

shall execute a separate JOA covering . . . the Nolte GU No. 1H . . . . Prior to the 

Commencement of operations for each Qualified Well to be drilled on the Joint Interest or on a 

Drilling Unit that includes Joint Interests, the Parties will enter into a JOA for such Drilling 

Unit.” The record shows that the parties executed a JOA in the form required by Exhibit C to the 

PA for the Nolte GU No. 1H on the same date that they executed the PA as contemplated by 

Section 3.1 of the PA. 

The GMAs contain a provision that “[i]n the event of a conflict between this Agreement 

and the applicable Joint Operating Agreement, the terms of the applicable Joint Operating 

Agreement shall control.”

As support for its argument, Cabot relies extensively on Christus Spohn Health Sys. 

Corp. v. Nueces County Hosp. Dist., 39 S.W.3d 626 (Tex. App.—Corpus Christi 2000, no pet.). 
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In that case, Christus contracted with the hospital district to provide health care to indigent 

residents of the county. Christus Spohn Health Sys. Corp., 39 S.W.3d at 628. The parties 

entered three agreements, a Master agreement, a Lease Agreement, and an Indigent Care 

Agreement. Id. Christus later filed suit, seeking a declaratory judgment concerning terms of the

Indigent Care Agreement. Id. As part of its suit, Christus demanded arbitration, alleging that the 

arbitration provision in the Master Agreement applied to all of the agreements. Id. The 

arbitration provision provided in pertinent part that all “claim[s] arising out of this Agreement . . 

. shall be settled by arbitration conducted in Corpus Christi, Texas . . . .” Id. The court held that 

the Master Agreement explained that “this Agreement” refers to the Master Agreement, and that 

elsewhere, the phrase “this Agreement, and the Related Agreements” was used to indicate 

application of a provision to all three agreements. Id. at 629.

Christus argued that the Indigent Care Agreement indicated it was executed under the 

terms of the Master Agreement. Id. at 629–30. The court, when examining the actual language 

of the Indigent Care Agreement, explained that “this Agreement constitutes a Related Agreement 

under the terms . . . expressed in the Master Agreement,” which indicated the parties’ intent to 

distinguish between the Master Agreement as “this Agreement” and the Lease Agreement and 

Indigent Care Agreement as “Related Agreements.” Id. at 630. 

Christus also pointed to the fact that the Indigent Care Agreement was attached as an 

“exhibit” to the Master Agreement, and the Master Agreement expressly included exhibits 

attached to it. Id. However, the court noted that the provision actually stated “This Agreement, 

(including all Exhibits and Schedules hereto) and the Related Agreements (including all Exhibits 

and Schedules thereto) constitute the entire agreement between the parties.” Id. The court 

reasoned that “[i]f the Indigent Care Agreement were nothing more than an exhibit to the Master 

Agreement, then there would be no need for this provision to refer separately to ‘the Related 

Agreements’ to incorporate the Indigent Care Agreement into the ‘entire agreement between the 

parties.’” Id.

Christus also argued that one of the provisions in the Master Agreement specifically 

stated that they would form the Indigent Care Agreement, which indicated that the contracts are 

inseparable. Id. The court disagreed, stating that they are related, but distinct agreements based 

on the language used in the contracts. Id. Moreover, importantly, not only did the Master 
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Agreement contain an arbitration provision, but the Lease Agreement contained its own separate 

arbitration provision, whereas the Indigent Care Agreement contained none. Id. 

Similarly, Cabot relies on Pinto Tech. Ventures, where the Texas Supreme Court held 

that a mandatory venue provision in an amended shareholder’s agreement did not apply to a 

finance agreement, noting that they were “separate and distinct,” and there was no evidence that 

the parties ever agreed to a particular venue for an action arising from the financing transaction. 

Pinto Tech. Ventures, 526 S.W.3d at 447. 

The agreements in this case are distinguishable from the agreements in those cases, and 

the evidence establishes that the parties agreed to venue for Cabot’s claims in Harris County. 

See id. First, Christus involved the application of an arbitration provision, not a mandatory 

venue provision. Second, in contrast to Christus, only one of the agreements here contains a 

venue selection clause. Third, the Master Agreement in Christus merely recited that the parties 

would execute the Lease Agreement and the Indigent Care Agreement. Here, the PA not only 

expressly required that the parties execute JOAs, but the form JOA was attached as an exhibit to 

the PA, included in the definition of “this Agreement,” and the JOAs were expressly made 

“subject to” the PA, which is an incorporation of its terms. See In re 24R, Inc., 324 S.W.3d 564, 

567 (Tex. 2010) (orig. proceeding) (per curiam) (“Documents incorporated into a contract by 

reference become part of that contract.”); see also In re Houston Cnty. ex rel Session, 515 

S.W.3d 334, 341 (Tex. App.—Tyler 2015, no pet.) (orig. proceeding) (stating that when a 

contract is “subject to” a letter agreement, at minimum, the letter agreement is incorporated by 

reference into the contract) (citing EOG Res., Inc. v. Hanson Prod. Co., 94 S.W.3d 697, 702 

(Tex. App.—San Antonio 2002, no pet.)). A contrary interpretation would render the JOAs’ 

“subject to” language meaningless with respect to the venue provision. Furthermore, under the 

applicable legal standard, “but for” the interests created by the PA, Cabot would have no claims 

against EOG, and consequently Cabot’s claims “arise from” the PA. See Pinto Tech. Ventures, 

526 S.W.3d at 437–38; In re Fisher, 433 S.W.3d at 530.

Even if some of the claims did not arise from the PA, we would conclude that all of the 

claims should nevertheless be transferred to Harris County. The PA expressly required that a 

JOA covering the Nolte GU No. 1H interest be contemporaneously executed with the PA. The 

record shows that the parties satisfied this obligation and that it contained the provision stating 

that it was subject to the PA. This interest pertains to one of the wells that forms the basis of 
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Cabot’s suit. Thus, the parties manifested the intent that, at a minimum, with respect to this 

interest, they are part of the same major transaction. See Fort Worth Indep. Sch. Dist. v. City of 

Fort Worth, 22 S.W.3d 831, 840 (Tex. 2000) (holding that instruments pertaining to same 

transaction may be construed together). Therefore, the trial court was required to transfer 

Cabot’s claims with respect to that interest. See TEX. CIV. PRAC. & REM. CODE ANN. § 15.020. 

In addition, the tag-along venue provision applies to all of Cabot’s remaining claims, requiring 

that all claims be transferred to the state or federal courts in Harris County.5 See id. § 15.004; see 

Pinto Tech. Ventures, 526 S.W.3d at 447 (noting that if one claim is required to be transferred 

pursuant to Section 15.020, then all claims in suit must likewise be transferred pursuant to 

Section 15.004). 

Cabot also argues that the caselaw development in this area concerned whether a 

contractual venue provision also applied to tort claims which arose out of the transaction 

governed by the contract at issue. See, e.g., Pinto Tech. Ventures, 526 S.W.3d at 447; In re 

Fisher, 433 S.W.3d at 529–30. Although the caselaw in this area “discusse[s] a tort/contract 

dichotomy [in implementing the “but for” test], rather than the scope of contractual coverage, its 

reasoning [also] applies in [the forum selection clause context],” and consequently, the Section 

15.020 “major transaction” context. See In re Lisa Laser USA, Inc., 310 S.W.3d at 884; see 

also In re Fisher, 433 S.W.3d at 530 (holding that the reasoning and analysis in In re Lisa Laser

applies not only to forum selection clauses, but also to venue selection clauses in “major 

transactions” under Section 15.020).

Finally, Cabot contends that the PA expired prior to the events giving rise to its claims 

against EOG, and consequently, the venue provision does not apply. Section 6.1 of the PA 

creates a three year term. However, the PA expressly states that the provisions of Section 6.2 

and Article VII shall survive the termination of the agreement, and Section 6.2 states that “any 

executed JOA shall survive the termination of this Agreement.” Section 7.9, found in Article 

VII, contains the mandatory venue selection clause, which survives the termination of the 

agreement. Additionally, Section 7.6 states in pertinent part that “the provisions of this 

 

5 Similarly, EOG marketed gas for some of the interests that form the basis of Cabot’s claims solely under 

the JOAs as authorized by those agreements, unaccompanied by a corresponding GMA. With respect to these 

interests, the JOAs are “subject to” the PA, including its mandatory venue provision. As a result, the trial court 

should have transferred the claims based on these interests, along with the wells subject to GMAs according to the 

tag-along venue statute in Section 15.004. See TEX. CIV. PRAC. & REM. CODE ANN. § 15.004; see Pinto Tech. 

Ventures, 526 S.W.3d at 447.
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Agreement shall constitute covenants running with the land and shall remain in full force and 

effect and be binding upon and inure to the benefit of the Parties and their respective successors 

and permitted assigns.” Cabot’s argument is therefore without merit. We hold that the trial court 

abused its discretion in denying EOG’s motion to transfer venue. See In re Fisher, 433 S.W.3d 

at 530–31.

CONCLUSION

Based upon our review of the record and the foregoing analysis, we conclude the trial 

court abused its discretion by denying EOG’s motion to transfer venue of this proceeding to 

Harris County. Accordingly, we conditionally grant Relator’s petition for writ of mandamus. 

We direct the trial court to (1) vacate its December 6, 2017 order denying EOG’s motion to 

transfer venue, and (2) transfer the case to Harris County. We trust the trial court will promptly 

comply with this opinion and order. The writ will issue only if the trial court fails to do 

so within fifteen days of the date of the opinion and order. The trial court shall furnish this 

Court, within the time of compliance with this Court’s opinion and order, a certified copy of the 

order evidencing such compliance. 

GREG NEELEY

 Justice

Opinion delivered June 29, 2018.

Panel consisted of Worthen, C.J., Hoyle, J., and Neeley, J.

(PUBLISH)
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COURT OF APPEALS

TWELFTH COURT OF APPEALS

DISTRICT OF TEXAS

ORDER

JUNE 29, 2018

NO. 12-18-00054-CV

EOG RESOURCES, INC.,

Relator

V.

HON. CRAIG M. MIXSON,

Respondent

ORIGINAL PROCEEDING

ON THIS DAY came to be heard the petition for writ of mandamus filed 

by EOG Resources, Inc.; who is the relator in Cause No. CV-17-9753, pending on the docket of 

the 1st Judicial District Court of San Augustine County, Texas. Said petition for writ 

of mandamus having been filed herein on March 15, 2018, and the same having been duly 

considered, because it is the opinion of this Court that the petition for writ of mandamus be, and 

the same is, conditionally granted.

And because it is further the opinion of this Court that the trial judge will 

act promptly, vacate his order of December 6, 2017, denying relator’s motion to transfer venue, 

and issue an order transferring the cause to Harris County, Texas; the writ will not issue unless 

the HONORABLE CRAIG M. MIXSON fails to comply with this Court’s order within fifteen 

(15) days from the date of this order.

Greg Neeley, Justice.

Panel consisted of Worthen, C.J., Hoyle, J. and Neeley, J.