Affirmed and Memorandum Opinion filed March 30, 2021.

In The

Fourteenth Court of Appeals

NO. 14-19-00247-CV

LEFT GATE PROPERTY HOLDING, LLC D/B/A TEXAS DIRECT AUTO, 

Appellant

V.

DANYEL NELSON, Appellee

On Appeal from the 113th District Court

Harris County, Texas

Trial Court Cause No. 2018-79084

MEMORANDUM OPINION

In this interlocutory appeal, appellant Left Gate Property Holding, LLC 

d/b/a Texas Direct Auto (“Direct Auto”) challenges the trial court’s order denying

its First Amended Motion to Compel Arbitration.

1 For the reasons set forth below, 

we affirm. 

1

See Tex. Civ. Prac. & Rem. Code § 51.06; Cotton Comm’l USA, Inc. v. Clear Creek 

Indep. Sch. Dist., 397 S.W.3d 99, 103 n.3 (Tex. App.—Houston [14th Dist.] 2012, no pet.) (“The 
2

I. BACKGROUND

A. FACTUAL BACKGROUND

Direct Auto is a retailer of used cars in Houston, Texas. On August 1, 2017, 

Danyel Nelson (“Nelson”) signed a buyer’s purchase order for a 2016 Nissan 

Maxima from Direct Auto. The buyer’s purchase order shows that the car was sold 

by Christopher Williams; the delivery date of the vehicle as August 1, 2017, at 

4:00 p.m.; and a balance due of $22,405.68. It also contains a “Disclaimer of 

Warranties” and includes the language “THIS ORDER IS NOT BINDING UNTIL 

ACCEPTED BY THE SELLER.” Nelson signed the document as “purchaser,” but 

the space beside the word “accepted” is blank. On that same day, Nelson and a 

representative of Direct Auto signed an “Odometer Disclosure Statement,” in 

which Direct Auto certified the odometer reading as correct.

In mid-August 2017, Nelson secured her own financing for the car with 

Inova Federal Credit Union (“Inova”). On August 15, 2017, Nelson signed a 

“Loan and Security Agreements and Disclosure Statement,” indicating monthly 

payments would begin two months later. On August 24, 2017, Inova issued a 

cashier’s check in the amount of $22,405.68, which was made payable to Direct

Auto. Nelson alleges that she received a paper license plate and registration papers 

from Direct Auto immediately thereafter. The cashier’s check was delivered to 

Direct Auto on August 31, 2017.

2

 

Texas Civil Practice and Remedies Code now provides for the interlocutory appeal of a trial 

court’s denial of a motion to compel arbitration under the FAA [Federal Arbitration Act].”).

2 The cashier’s check cleared the Inova Federal Credit Union account on September 14, 

2017.
3

Nelson alleges that she called Direct Auto to inquire about the status of her 

permanent license plates at which time, according to Nelson, Direct Auto informed 

her that it had misplaced her paperwork and Direct Auto would have to recreate it.

On September 13, 2017, Nelson alleges that Direct Auto instructed her to 

sign the buyer’s purchase order again with all the other necessary paperwork. On 

September 13, 2017, Nelson signed an “Application for Texas Title,” a “Dealer’s 

Reassignment of Title for a Motor Vehicle,” and a “Texas Direct Auto CPO 

Limited Warranty.” Lynn Waddell signed these documents on behalf of Direct 

Auto. Inova placed a lien on the vehicle on September 13, 2017. 

After waiting again and not receiving her permanent license plates, Nelson 

called Direct Auto again regarding their status. According to Nelson, Direct Auto

instructed her to come back and fill out all of the paperwork again in December 

2017. 

Nelson alleges that she subsequently came to learn that Direct Auto sold her 

a car that did not have a “clean title,” but a salvaged and “dirty title.” Nelson 

alleges that a Carfax vehicle report revealed that the car Direct Auto sold her was 

declared a total loss on August 27, 2017, due to flood damage. Additionally, 

Nelson alleged the car was reported as stolen. The car was not reported with a new 

owner until December 27, 2017. 

B. PROCEDURAL HISTORY

In October 2018, Nelson brought this suit against Direct Auto, asserting the 

following causes of action: negligence; gross negligence; negligent 

misrepresentation; negligent hiring, supervision, and/or management; fraud, breach 

of contract; and violations of Texas Deceptive Trade Practice Act. Nelson seeks a 

variety of damages as well as pre- and post-judgment interest, attorney’s fees, and 
4

costs. Subject to arbitration, Direct Auto asserted a general denial, affirmative 

defenses, and special exceptions. 

On February 25, 2019, Direct Auto filed its First Amended Motion to 

Compel Arbitration, asserting that on December 19, 2017, Nelson and Direct Auto 

signed an “Arbitration Agreement” and that this dispute falls within the scope of 

the arbitration agreement.

3

 In her response, Nelson maintained she purchased a car 

from Direct Auto in August 2017, and not in December 2017. Nelson also argued

that no arbitration agreement exists and that the purported “Arbitration

Agreement” filed by Direct Auto did not contain her signature.4 In a supplemental 

brief in support of its motion, Direct Auto argued the sale of the automobile was 

not complete in August 2017; instead, Direct Auto asserted that on December 19, 

2017, both parties executed all documents necessary to finalize the sale, including 

an arbitration agreement. 

Without holding an evidentiary hearing,

5

the trial court denied Direct Auto

relief (i.e., its amended motion to compel arbitration) on March 8, 2019.

6

 This 

appeal timely followed. 

3 Direct Auto contends it filed an amended motion to compel because its original motion 

did not include a certificate of conference. 

4 Although Nelson attached an affidavit, she did not verify under oath that the signature 

on the Arbitration Agreement is not hers and/or genuine. 

5

It is undisputed by the parties in their briefs that the trial court held a hearing on March 

4, 2019. However, the record before us does not contain a notice of hearing and there is no entry 

in the trial court’s docket sheet of a notice of hearing being filed. Further, there is no reporter’s 

record.

6 The trial court’s order provided: “After considering Plaintiffs (sic) Response to 

Defendants (sic) Motion to Compel Arbitration (sic) the pleading, the affidavits, and arguments 

of counsel, the court GRANTS Plaintiffs (sic) Motion and denies Defendants (sic) relief 

sought.”
5

II. ANALYSIS

In a single issue, Direct Auto challenges the trial court’s denial of its 

amended motion to compel arbitration: 

The trial court erred by denying arbitration because Nelson and Texas 

Direct Auto agreed to submit disputes to arbitration and the claims 

asserted against [Texas Direct Auto] are within the scope of the 

arbitration agreement.

A. STANDARD OF REVIEW AND APPLICABLE LAW

We review a trial court’s ruling on a motion to compel arbitration under an 

abuse of discretion standard. See Henry v. Cash Biz, L.P., 551 S.W.3d 111, 115 

(Tex.), cert. denied, ––– U.S. –––, 139 S. Ct. 184, 202 L. Ed. 2d 40 (2018); In re 

Labatt Food Serv., L.P., 279 S.W.3d 640, 642–43 (Tex. 2009); Building Homes for 

Heroes, Inc. v. Ellis, No. 14-19-00203-CV, 2020 WL 7394017, at *3 (Tex. App.—

Houston [14th Dist.] Dec. 17, 2020, no pet. h.) (mem. op.); Nationwide Coin &

Bullion Reserve, Inc.. v. Thomas, No. 14-19-00632-CV, ––– S.W.3d –––, 2020 WL 

6741694, at *2 (Tex. App.—Houston [14th Dist.] Nov. 17, 2020, no pet. h.).

Under this standard, we defer to a trial court’s factual findings when they are 

supported by evidence, but we review de novo the trial court’s legal 

determinations. See Labatt Food Serv., 279 S.W.3d at 642–43; see also In re D. 

Wilson Constr. Co., 196 S.W.3d 774, 781 (Tex. 2006) (orig. proceeding) (existence 

of a valid arbitration agreement is a legal question).

A trial court “has no discretion in determining what the law is or applying 

the law to the facts.” D. Wilson Constr., 196 S.W.3d at 781 (internal citations 

omitted). In evaluating a motion to compel arbitration, a court must determine first 

whether a valid arbitration agreement exists, and then whether the agreement 

encompasses the claims raised. See Rachal v. Reitz, 403 S.W.3d 840, 843 (Tex. 

2013). Arbitration cannot be ordered in the absence of an agreement to arbitrate, 
6

and thus, despite strong presumptions favoring arbitration, the existence of a valid 

agreement to arbitrate is a settled, threshold requirement to compel arbitration. 

Morgan v. Bronze Queen Mgmt. Co., 474 S.W.3d 701, 705 (Tex. App.—Houston 

[14th Dist.] 2014, no pet.); accord In re Estate of Guerrero, 465 S.W.3d 693, 699 

(Tex. App.—Houston [14th Dist.] 2015, pet. denied) (“[D]espite strong 

presumptions that favor arbitration, a valid agreement to arbitrate is a settled, 

threshold requirement to compel arbitration.”).

“A party seeking to compel arbitration must establish the existence of a valid 

arbitration agreement and that the claims at issue fall within the scope of that 

agreement.” See Henry, 551 S.W.3d at 115. Motions to compel arbitration are 

ordinarily decided in summary proceedings “on the basis of affidavits, pleadings, 

discovery, and stipulations.” Jack B. Anglin Co., Inc. v. Tipps, 842 S.W.2d 266, 

269 (Tex. 1992); In re Jim Walter Homes, Inc., 207 S.W.3d 888, 897 (Tex. App.—

Houston [14th Dist.] 2006, orig. proceeding); see also Tex. Civ. Prac. & Rem. 

Code § 171.021(b) (“If a party opposing an application made under Subsection (a)

denies the existence of the agreement, the court shall summarily determine that 

issue.”). In such summary proceedings, the movant must present proof that an 

agreement to arbitrate requires arbitration of the dispute. See In re Jebbia, 26 

S.W.3d 753, 757 (Tex. App.—Houston [14th Dist.] 2000, orig. proceeding); see 

also In re Oakwood Mobile Homes, Inc., 987 S.W.2d 571, 573 (Tex. 1999) (per 

curiam) (orig. proceeding) (party seeking to compel arbitration bears the burden to 

establish that an arbitration agreement exists), abrogated on other grounds, In re

Halliburton Co., 80 S.W.3d 566 (Tex. 2002) (orig. proceeding). 

The party resisting arbitration must raise an issue of material fact about a 

necessary element the movant was required to prove, or present some evidence 

supporting every element of a defensive claim that there is no enforceable 
7

agreement to arbitrate. See In re Jebbia, 26 S.W.3d at 757. If there is conflicting 

evidence as to the material facts necessary to determine the issue, the trial court is 

to conduct an evidentiary hearing to resolve the dispute. In re Poly-Am., L.P., 262 

S.W.3d 337, 354 (Tex. 2008) (orig. proceeding); Tipps, 842 S.W.2d at 269.

When, as here, no findings of fact or conclusions of law are requested or 

filed, the trial court is presumed to have made all necessary findings of fact to 

support its ruling. In re Estate of Guerrero, 465 S.W.3d at 701. Similarly, because 

the trial court did not state a basis for its ruling in the order denying the motion to 

compel arbitration, we must uphold the trial court’s ruling on any legal theory 

supported by the evidence. Id.

B. EXISTENCE OF AN ENFORCEABLE ARBITRATION AGREEMENT

As set forth above, Direct Auto, as the movant, bore the burden of 

establishing that the December 19, 2017 arbitration agreement is a valid agreement 

that binds Nelson. See Henry, 551 S.W.3d at 115; In re Jim Walter Homes, Inc., 

207 S.W.3d at 897. Whether there is a valid agreement to arbitrate is determined 

with reference to ordinary principles of state contract law. In re Kellogg Brown & 

Root, Inc., 166 S.W.3d 732, 738 (Tex. 2005). The elements needed to form a valid 

and binding contract are (1) an offer; (2) acceptance in strict compliance with the

offer's terms; (3) a meeting of the minds; (4) consent by both parties; (5) execution 

and delivery; and (6) consideration. Advantage Physical Therapy, Inc. v. Cruse, 

165 S.W.3d 21, 24 (Tex. App.—Houston [14th Dist.] 2005, no pet.). Accordingly, 

the first analytical step requires the party moving to compel arbitration “must show 

the agreement meets all requisite contract elements.” J.M. Davidson, Inc. v. 

Webster, 128 S.W.3d 223, 228 (Tex. 2003).
8

1. AUTOMOBILE-SALE TRANSACTION COMPLETION DATE

Direct Auto argues that the trial court abused its discretion in denying its 

amended motion to compel arbitration because on December 19, 2017, Nelson and 

a representative of Direct Auto signed an “Arbitration Agreement,” providing for 

arbitration under the Federal Arbitration Act7 of “any claim, dispute or controversy 

. . . that either party has arising from Customer(s)/Dealership Dealings.” Direct 

Auto claims that, in addition to the arbitration agreement, on December 19, 2017, 

the parties executed other documents finalizing the transaction, including a buyer’s 

purchase order; an Odometer Disclosure Statement; a Waiver Manufacturer Recall; 

and a receipt for title. Direct Auto asserts that the parties executed multiple 

instruments on multiple dates to complete a single automobile-sale transaction in 

December 2017. Direct Auto maintains that the transaction culminated on 

December 19, 2017, when both parties executed all documents necessary to 

finalize the automobile sale. 

In her sworn affidavit, Nelson maintains that she did not purchase a vehicle 

in December 2017. Nelson contends that she purchased the vehicle and Direct 

Auto received payment before December 2017. According to Nelson, no 

arbitration agreement was presented or signed during that time. Nelson argues that 

she purchased the vehicle in August 2017, as evidenced by the buyer’s purchase 

order and the Odometer Disclosure Statement. Nelson secured her own financing 

on August 15, 2017, from Inova, with a cashier’s check payable to Direct Auto in 

the amount of $22,405.68 on August 24, 2017. Nelson contends that on August 

31, 2017, Direct Auto received the cashier’s check. Nelson asserts that Inova

placed a lien on the vehicle on September 13, 2017, as shown on the Texas 

Certificate of Title. The cashier’s check cleared the Inova account on September 

7

See 9 U.S.C.A. § 1 et seq.
9

14, 2017. Thus, according to Nelson, she purchased the vehicle prior to December 

2017.

It is undisputed that the trial court has broad discretion to construe multiple

documents together. The Texas Supreme Court has held that it is “wellestablished” that:

. . . instruments pertaining to the same transaction may be read 

together to ascertain the parties’ intent, even if the parties executed the 

instruments at different times and the instruments do not expressly 

refer to each other, and that a court may determine, as a matter of law, 

that multiple documents comprise a written contract. In appropriate 

instances, courts may construe all the documents as if they were part 

of a single, unified instrument.

Fort Worth Indep. Sch. Dist. v. City of Fort Worth, 22 S.W.3d 831, 840 (Tex.

2000); see City of Houston v. Clear Channel Outdoor, Inc., 233 S.W.3d 441, 445 

(Tex. App.—Houston [14th Dist.] 2007, no pet.). This rule, however, is “simply a 

device for ascertaining and giving effect to the intention of the parties and cannot 

be applied arbitrarily.” DeWitt Cnty. Elec. Co-op., Inc. v. Parks, 1 S.W.3d 96, 102 

(Tex. 1999) (citing Miles v. Martin, 159 Tex. 336, 321 S.W.2d 62, 65 (1959)). The 

Court must ascertain the true intentions of the parties as expressed in the written

instruments. Webster, 128 S.W.3d at 229. 

Direct Auto makes several arguments in support of its contention that the 

automobile-sale transaction was not finalized until December 2017. We address 

each in turn. First, Direct Auto asserts that unlike the buyer’s purchase order dated 

December 19, 2017, the August 1, 2017 buyer’s purchase order was only signed by 

Nelson and not by any dealer representative. Direct Auto contends that the 

document expressly states under disclaimer of warranties that “THIS ORDER IS 

NOT BINDING UNTIL ACCEPTED BY DEALER.” Despite this language, the 

August 1, 2017, buyer’s purchase order lists the “delivery date” as “08/01/2017 
10

04:00:00 PM”; however, the delivery date on the buyer’s purchase order dated 

December 19, 2017, is blank. Additionally, a representative of Direct Auto,

“Tanyas Foster,” signed as transferor, and Nelson signed as transferee, the

Odometer Disclosure Statement dated August 1, 2017, representing the odometer 

reading as 28,849 miles. Over four months later, after having taken possession of 

the vehicle, the December 1, 2017, Odometer Disclosure Statement continued to 

list the mileage at 28,849. Moreover, the August 1, 2017 buyer’s purchase order 

shows a balance due of $22,405.68; the December 19, 2017, buyer’s purchase

order shows the balance due as zero. 

Next, Direct Auto maintains the vehicle sale was not completed in August

because of pending title issues and the lack of a bailment agreement. Direct Auto,

however, does not dispute that Nelson secured private financing from Inova on 

August 15, 2017, that Inova cut a cashier’s check in the amount of $22,405.68

payable to Direct Auto on August 24, 2017, and that Direct Auto received the 

cashier’s check as payment in full on August 31, 2017. Additionally, Direct Auto 

and Nelson signed the application for Texas Title and Dealership’s Reassignment 

of Title for a Motor Vehicle, a Texas Direct Auto Certified Pre-Owned (“CPO”)

Limited Warranty, and a Title Application Receipt, all having an effective date of 

September 13, 2017. Also, on September 13, 2017, Inova placed a lien on the 

vehicle. There is no dispute that the check to Direct Auto cleared the Inova 

account on September 14, 2017. Further, it is undisputed that prior to December

2017, Nelson had possession of the car. And, according to her loan paperwork 

with Inova, Nelson’s first monthly payment was due “10/15/2017.” 

To the extent Direct Auto contends that arbitration provisions need not be 

supported by independent consideration as long as the underlying contract is 

supported by consideration, this argument is unavailing. The trial court could have 
11

found that the automobile sale transaction was completed prior to December 2017.

Thus, the court could have determined that documents executed in December 2017 

were not part of a single, unified instrument.

Based on the record before us, even construing multiple documents together, 

the trial court could have found that Nelson’s vehicle was purchased and paid for 

before December 2017, there were no additional documents required to “finalize”

the automobile sale transaction, and therefore, Direct Auto failed to prove the 

elements necessary to establish the existence of a valid contract in December 2017. 

2. TEXAS CERTIFICATE OF TITLE ACT

Direct Auto argues that the sale of the vehicle was completed in December 

under the Texas Certificate of Title Act. See Tex. Transp. Code §§ 501.001, et seq. 

Direct Auto maintains that title to the vehicle did not pass from Direct Auto to 

Nelson until, at the earliest, December 19, 2017, because that is the date Direct 

Auto submitted the Application for Texas Title to Fort Bend County.

As an initial matter, we have not located, and Direct Auto has not pointed us

to, any place in the record before us where Direct Auto raised its contention to the 

trial court that the sale of the vehicle was completed in December 2017 under the 

Texas Certificate of Title Act. To preserve a complaint for review, a party must 

have presented to the trial court a timely request, objection, or motion that states 

the specific grounds for the desired ruling, if it is not apparent from the context of 

the request, objection, or motion. See Tex. R. App. P. 33.1(a)(1). When a party 

fails to do so, error is not preserved, and the complaint is waived. See Bushell v.

Dean, 803 S.W.2d 711, 712 (Tex. 1991).

Even absent Direct Auto’s failure to raise its contentions in the trial court 

under the Texas Certificate of Title Act, the trial court did not abuse its discretion 
12

in denying Direct Auto’s amended motion for arbitration based upon the Texas 

Certificate of Title Act. The Act provides that a sale made in violation of this 

provision is void and title does not pass until the requirements of the chapter are 

met. See Transp. Code Ann. § 501.073. Direct Auto does not contend that 

Nelson’s title is void under the Act. In fact, Direct Auto concedes that when it 

executed a Dealer’s Reassignment of Title for a Motor Vehicle on September 13, 

2017, “equitable title” passed to Nelson. Instead, without citation to authority, 

Direct Auto argues the sale was not finalized until December 2017 when Direct 

Auto submitted the Application for Texas Title to Fort Bend County. Direct 

Auto’s argument conflicts with our prior interpretation of the Act: 

The legislative intent of the Certificate of Title Act was to lessen and 

prevent theft of motor vehicles, traffic in stolen vehicles, and sale of 

encumbered vehicles without disclosure of existing liens, not to 

prevent sales and transfers of interest in motor vehicles. Noncompliance with the act does not override the clear showing of a valid 

and complete transfer of ownership of an automobile. Even in the 

face of non-compliance, the sale of a vehicle without the transfer of 

a title certificate is valid as between the parties, when the purposes 

of the Certificate of Title Act are not defeated, although the Act 

declares that the non-transfer of such certificates renders the sale void.

Gramercy Ins. Co. v. Arcadia Fin. Ltd., 32 S.W.3d 402, 408 (Tex. App.—Houston 

[14th Dist.] 2000, no pet.) (internal citations and quotations omitted) (emphasis

added). Additionally, the transfer of title receipt relied on by Direct Auto shows 

the vehicle sale occurring on September 13, 2017. As such, Direct Auto’s reliance 

on the Act to demonstrate when the sale was complete is misplaced. The trial 

court could have found that the sale of the vehicle without the transfer of title was 

valid prior to December 2017.
13

3. SWORN PLEA AND ESTOPPEL

Next, Direct Auto argues that Nelson did not specifically deny signing the 

arbitration agreement.

8

 Direct Auto argues that Nelson’s affidavit only generally 

averred that all facts stated in the Response were within her personal knowledge 

and were true and correct. In her affidavit, Nelson was clear that she did not enter 

into any contract with Direct Auto in December 2017. Nelson attested she 

executed a valid and enforceable written contract in August 2017, not December 

2017. Additionally, she swore that she did not purchase a vehicle from Direct 

Auto in December 2017. 

Direct Auto further maintains even if the trial court believed that Nelson was 

a non-signatory to the Arbitration Agreement, Nelson is estopped from bringing a 

breach of contract action on the written contract to purchase the vehicle while 

denying she signed the arbitration agreement. Direct Auto’s argument is 

inapplicable. As set forth above, the trial court could have found based on the 

evidence submitted that the automobile-sale transaction was completed before 

December 2017. Moreover, review of the last paragraph of the one-page portion of 

the arbitration agreement relied upon by Direct Auto demonstrates its

inapplicability to this transaction as it references that the arbitration agreement is 

“entered into contemporaneously with you (sic) Retail Installment Sale Contract or 

Lease Contract as applicable (such Retail Installment Sale Contract or Lease 

Contract hereinafter to as the “Contract”).” There is nothing in the record before 

us concerning a Retail Installment Sale Contract or Lease Contract. Instead, the 

record demonstrates Nelson secured private financing for the vehicle with Inova. 

8 To the extent Direct Auto cites Texas Rule of Civil Procedure 93(7) and argues that “in 

the absence of such a sworn plea, the instrument shall be received in evidence as fully proved,”

we need not reach this issue or whether that question was preserved for review. 
14

Based on the record before us, we cannot conclude that the trial court abused 

its discretion in denying the motion to compel arbitration. Because there is 

evidence that the sale of the car was completed prior to December 2017, the trial 

court could have decided the issue summarily, without holding an evidentiary 

hearing,

9

concluding that no valid arbitration agreement existed between the 

parties.

10 Accordingly, we overrule Direct Auto’s issue on appeal.

III. CONCLUSION

We affirm the trial court’s order denying Direct Auto’s motion to compel 

arbitration.

/s/ Margaret “Meg” Poissant

Justice

Panel consists of Justices Bourliot, Hassan, and Poissant.

9 Direct Auto does not argue the trial court erred by not holding an evidentiary hearing.

10 In light of this determination, we need not address whether Nelson’s claims are within

the scope of the arbitration agreement.