Complete Solar, Inc.; T.J. Rodgers; And Brian Wuebbels v. Andy Phu

COURT OF APPEALS EIGHTH DISTRICT OF TEXAS EL PASO, TEXAS ———————————— No. 08-26-00024-CV ———————————— Complete Solar, Inc.; T.J. Rodgers; and Brian Wuebbels, Appellants v. Andy Phu, Appellee On Appeal from the 433rd District Court Comal County, Texas Trial Court No. C2024-0958D M E MO R A N D UM O P I N I O N Appellee Andy Phu sued Appellant Complete Solar Inc.,1 and two of its corporate officers, T.J. Rodgers and Brian Wuebbels, (collectively, the Complete Solar Defendants)2 for, among other 1 Phu initially named “Complete Solaria d/b/a Complete Solar” as the defendant in the lawsuit. However, Complete Solar, Inc. informed both the trial court in its answer to the petition and this Court in its docketing statement that this was incorrect. Our caption therefore reflects its name as Complete Solar, Inc. 2 In one of its most recent pleadings in the trial court, Complete Solar identified T.J. Rodgers and Bryan Wuebbels as “the current CEO and former COO of Complete Solar, respectively.” things, deceptive trade practices, common law fraud, negligent misrepresentation, and breach of contract with respect to a contract for solar panels. Approximately nine months after answering Phu’s petition, the Complete Solar Defendants filed a motion to compel arbitration, pointing to an arbitration agreement in the parties’ contract. The trial court denied the motion, and the Complete Solar Defendants appealed.3 We conclude that the trial court erred by denying the motion. I. FACTUAL AND PROCEDURAL BACKGROUND A. Phu’s lawsuit Phu entered into a contract with Complete Solar on September 16, 2022, for the installation of solar panels at his residence (the Solar Contract). According to Phu’s lawsuit, he wished to cancel the contract in December 2022 when installation work had not yet begun, but he was convinced by Mag Solar, a company acting as Complete Solar’s agent, to go forward with the installation.4 Phu contends that Complete Solar and Mag Solar used a contractor named The Real Brady’s LLC d/b/a Lonestar Skypower (the Real Brady’s), to install the solar panels. According to Phu, the panels were installed incorrectly, and although they passed city inspection, he alleges that they failed inspection by his local city utility at least six times, and he was denied a permit to operate the panels. 3 This case was transferred pursuant to the Texas Supreme Court’s docket equalization efforts. Tex. Gov’t Code § 73.001. We follow the precedent of the Third Court of Appeals to the extent it might conflict with our own. See Tex. R. App. P. 41.3. 4 In the trial court, Complete Solar acknowledged that it had an agency relationship with Mag Solar, pointing to a “Master Authorized Sales Agent and Independent Contractor Agreement” (the Agent Agreement) the two companies signed on March 28, 2023. The Agent Agreement authorized Mag Solar to offer Complete Solar’s residential solar solutions directly to consumers. The Solar Contract was signed by Brydon March on Complete Solar’s behalf as the “contractor.” March is identified in the record as Mag Solar’s corporate officer. 2  He further claims that, despite knowing the panels were not properly installed and nonoperational, the company from which he obtained a loan to finance the purchase of the panels, Dividend Solar Finance LLC (Dividend), “strong-armed” him into signing a form indicating they were installed so he could obtain a lower interest rate on his loan. According to Phu, despite the nonfunctionality of the panels, he was still required to make payments to Dividend, and although Complete Solar was initially “refunding” the payments, they ceased doing so. Phu filed his original petition in the trial court on May 28, 2024, naming as defendants: the Complete Solar Defendants, Mag Solar, and one of its corporate officers, Brydon March; Dividend; and the Real Brady’s. In the petition, Phu alleged that Complete Solar had breached the Solar Contract by not ensuring that the panels were properly installed and operational. Phu alleged that the various defendants made misrepresentations and/or failed to disclose material information to induce him into entering into the Solar Contract and to not cancel it; engaged in common law fraud; committed violations of the Deceptive Trade Practices Act (the DTPA); and “engaged in a civil conspiracy to defraud Mr. Phu and scam him in their solar panel scheme.” Phu sought economic and actual damages, damages for mental anguish, treble damages for the DTPA violations, and exemplary damages based on fraud allegations. He also sought a judgment declaring that the Solar Contract is “null and void” and sought attorney’s fees. Phu later amended his petition, raising substantially similar claims. The Complete Solar Defendants filed a joint answer on September 18, 2024, generally denying Phu’s allegations. On an unspecified date, Phu served on the Complete Solar Defendants (1) a request for admissions; (2) a request for production; and (3) interrogatories. Although the Complete Solar Defendants responded to the requests in January 2025, it does not appear that any additional discovery requests were made until May 19–20, 2025, when Phu served notices of 3 deposition on Complete Solar Defendants, Dividend, and March, which all the defendants moved to quash.5 On May 23, 2025, counsel for the Complete Solar Defendants emailed Phu’s attorney and informed him that the Solar Contract contained “mediation and arbitration clauses” requiring the parties to submit their disputes to mediation and then to arbitration if the mediation was unsuccessful. The email stated, “Assuming you are not amenable to private mediation, then arbitration is the proper forum,” and asked if Phu would agree to submit the case to arbitration. Phu’s attorney responded by email dated May 27, 2025, stating he was opposed to arbitration. He stated, however, that “we would be open to mediation paid for by your client,” and “might be open to mediation [if] each side pays.” He stated that he would confer with his client and reach out with a phone call after that. No additional emails or other correspondence are contained in the record on this subject, but it does not appear that mediation took place before the Complete Solar Defendants moved to compel arbitration. B. The first motion to compel arbitration The Complete Solar Defendants moved to compel arbitration on June 10, 2025, providing a copy of the parties’ Solar Contract that was signed by both Phu, as the homeowner, and March, as the “contractor” on September 16, 2022.6 They pointed to the following arbitration agreement contained in an addendum to the Solar Contract: 5 The Complete Solar Defendants’ motion to quash was based in part on the contention that Rodgers and Wuebbels did not have any “personal involvement” in the transaction. Complete Solar also argued that the depositions were scheduled “unilaterally” without consultation with their attorneys to confirm their availability. 6 The signature page of the Solar Contract also included the printed name, “Josh Webb / Director of Sales Operations,” but his signature is not on the contract and he is not named as a defendant. Despite March signing, Mag Solar did not move to compel arbitration. 4  Mediation and arbitration of all disputes. The parties hereto understand and agree that private mediation and arbitration of any dispute between them arising out of this agreement is a fair and efficient process. Accordingly, both parties agree that any dispute or disagreement between them will be resolved through private mediation as a condition precedent to arbitration rather than through the courts . . . For purposes of this Paragraph 34 a “Claim” shall include claims, counterclaims, crossclaims, and third-party claims, of any nature. If disputes or disagreements cannot be resolved between them, the parties agree that they will first proceed to mediation through a neutral third-party provider, such as JAMS or comparable service. If disputes or disagreements cannot be resolved between them, the parties agree to binding arbitration by such a neutral third party in accordance with the California Arbitration Act (“CAA”) and the Federal Arbitration Act (“FAA”), with the CAA controlling, to the extent the CAA does not conflict with the FAA. Costs incurred for these services shall be split equally between the parties, but each party shall pay its own attorneys’ fees, if any . . . The addendum further contained the following notice, in bold font, initialed by Phu: NOTICE: By initialing in the space below, you are agreeing to have any dispute arising out of the matters included in the “Arbitration of Disputes” provision decided by neutral mediation and arbitration and you are giving up any rights you might possess to have the dispute litigated in a court or jury trial, and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under applicable laws. Your agreement to this arbitration provision is voluntary. I have read and understand the foregoing and agree to submit all disputes arising out of the matters included in the “Arbitration of Disputes” provision to neutral arbitration. Complete Solar Defendants also pointed to a second addendum to the Solar Contract, entitled “State Specific Terms & Conditions,” which contained a “Texas” section with a similar mediation and arbitration provision, substituting the Texas Arbitration Act (TAA) in place of the California Arbitration Act (CAA) as the governing provision to the extent that the TAA did not conflict with the Federal Arbitration Act (FAA). This addendum was also initialed by Phu. In their motion, the Complete Solar Defendants argued that, based on the above email exchange with Phu’s counsel, Phu was refusing to abide by the arbitration agreement terms, and they were forced to file the motion before going to mediation. They asserted the agreement was 5 governed by the FAA, should be considered valid and enforceable under the FAA, was not “unconscionable,” and Phu’s claims fell within its scope. The Complete Solar Defendants contended Phu should be required to arbitrate his claims against all of the defendants named in the lawsuit, as Phu alleged in his lawsuit that the other defendants were acting as Complete Solar’s agents and had conspired with Complete Solar to defraud him. As explained below, however, the Complete Solar Defendants subsequently changed their position, requesting arbitration with Phu only and seeking to stay the remaining proceedings pending the arbitration outcome. Phu’s response to the motion to compel arbitration raised four grounds for denying the motion. First, Phu argued he was fraudulently induced into signing the Solar Contract and its arbitration agreement was therefore unenforceable. Second, Phu argued the Complete Solar Defendants waived their right to compel arbitration because they did not submit their dispute to mediation prior to arbitration as required by the arbitration clause. Third, he argued the Complete Solar Defendants also waived their right to compel arbitration by substantially invoking the judicial process before filing their motion. Fourth, he pointed out that Dividend had opposed the motion to compel arbitration, and he argued that, assuming Dividend could not be compelled to arbitrate, the entire case should be heard in the trial court given that he alleged a “conspiracy” between the defendants. In reply, the Complete Solar Defendants maintained they did not waive the arbitration agreement by invoking the judicial process, and Phu did not suffer any prejudice by their delay in moving to compel arbitration. They argued that they satisfied the mediation condition by offering to mediate with Phu’s counsel. Moreover, they asserted, it was not too late for the parties to mediate, as “not mediating before filing this motion is no grounds to deny it, since this Court can compel the parties to private or court-appointed mediation and then to arbitration.” Complete Solar 6 further argued that Phu’s claim that he was fraudulently induced into signing the Solar Contract was unsubstantiated, but that, in any event, because any such alleged fraudulent inducement related to the formation of the Solar Contract, rather than to the formation of the arbitration agreement itself, it did not affect the validity of the arbitration agreement or the arbitrability of his claims. The trial court held a non-evidentiary hearing on the motion on July 8, 2025, after which it took the matter under submission. The trial court made an unsigned handwritten entry on its docket sheet dated July 13, 2025, stating: “M/to compel arbitration denied” and “condition precedent to attend private mediation unmet[.]” C. The second motion to compel and for reconsideration On September 19, 2025, the trial court granted the Complete Solar Defendants’ motion to substitute new counsel. Days later, their new attorney filed “DEFENDANT COMPLETE SOLAR’S MOTION FOR RECONSIDERATION OF MOTION TO COMPEL ARBITRATION,” pointing out that, despite its docket sheet entry, the trial court had not yet signed a written order denying the motion. Although the motion indicated that Complete Solar, rather than the Complete Solar Defendants, was the moving party, in the motion, Complete Solar asserted that it was seeking reconsideration of the Complete Solar Defendants’ original motion to compel arbitration. We construe it as a motion to compel Phu to arbitrate his claims against Complete Solar and its two corporate officers, Wuebbels and Rodgers.7 7 Phu did not provide any basis for suing Wuebbels and Rodgers, other than their status as Complete Solar’s corporate officers, and therefore, his claims against them are in effect claims against the corporation itself, as a corporation can only act through its officers. In re Merrill Lynch Tr. Co. FSB, 235 S.W.3d 185, 188 (Tex. 2007) (orig. proceeding) (recognizing that “[c]orporations can act only through human agents, and many business-related torts can be brought against either a corporation or its employees”). When, as here, a plaintiff sues a defendant in his capacity as an agent or employee of the corporation for a breach of the corporation’s contract and for related torts, the defendant has a right to invoke an arbitration agreement in the contact. Id. at 189–90. We therefore conclude that, to the extent Complete Solar is entitled to invoke the arbitration agreement, so too are its corporate officers. Id. In reaching this conclusion, we also find it significant that although Phu opposed arbitrating his claims against Dividend, Mag Solar, and the Real 7  In the motion, Complete Solar explained that its newly retained attorney believed the original motion was not adequately briefed and had overlooked the argument that Phu had waived his right to invoke the condition of mediation by filing his lawsuit without first requesting mediation himself. The motion further asserted that although Complete Solar had offered to mediate, referring to the May 2025 email exchange between the parties, Phu’s counsel would only agree to mediate if Complete Solar agreed to pay the costs, which was contrary to the arbitration clause term calling for the parties to equally “split the costs” of any mediation or arbitration services. In turn, it argued that because Phu had failed or refused to submit the matter to private mediation, Phu was not entitled to rely on the failure to satisfy the condition as a basis for denying arbitration. Newly retained counsel clarified that Complete Solar was only seeking to compel Phu to arbitrate his claims against it, and was not attempting to require any of the other defendants, including Dividend, to arbitrate Phu’s claims against them. The motion asked the trial court to stay the judicial proceedings against it and Phu’s claims against the other defendants pending the outcome of arbitration “due to the shared operative facts of this matter, the inherently inseparable nature of [Phu’s] claims against the defendants, and the impact the litigation would have on an arbitration between Complete Solar and [Phu].” Phu opposed the motion, contending the trial court had already denied the motion to compel arbitration, and Complete Solar was attempting to “rehash arguments this Court has already considered and rejected.” It incorporated by reference its initial grounds for rejecting the motion. Brady’s LLC, as he categorized them as nonsignatories to the contract, he did not object to arbitrating with Wuebbels and Rodgers on that same basis. 8  The trial court held a second hearing on October 14, 2025, at which it recognized that despite the docket sheet entry denying the motion to compel after the first hearing, it did not sign an order to that effect. At the close of the hearing, the court called for proposed orders. On October 22, 2025, the trial court made a second unsigned handwritten entry on its docket sheet stating that Defendant “Complete Solar m/reconsideration m/compel arbitration denied[.]” The entry further stated “even if condit. precedent waived, Complete Solar waived Rt. to assert arbitration as well.” On November 13, 2025, the Complete Solar Defendants’ attorney sent a letter to the trial court indicating that Complete Solar and Phu had unsuccessfully mediated their dispute on November 11, 2025. In the letter, counsel asserted that to the extent the mediation condition precedent was required prior to arbitration, it was now met. Phu’s attorney sent a letter the next day to the trial court acknowledging mediation had taken place but contending it came too late in the judicial process to comply with the condition precedent in the arbitration clause. On November 20, 2025, the trial court signed an order entitled, “ORDER DENYING DEFENDANT COMPLETE SOLAR’S MOTION TO COMPEL ARBITRATION AND MOTION FOR RECONSIDERATION.” In its order, the court stated that it was denying both the Complete Solar Defendants’ June 10, 2025 motion to compel arbitration, and Complete Solar’s September 23, 2025 motion for reconsideration. The Complete Solar Defendants filed their notice of interlocutory appeal on December 8, 2025, appealing from the trial court’s November 20, 2025 order. II. ISSUES ON APPEAL On appeal, the Complete Solar Defendants raise one global issue, contending the trial court erred in denying their motion to compel arbitration. Underlying this broad issue, the parties address 9 the following sub-issues: (1) whether the Complete Solar Defendants waived their right to invoke the arbitration clause by not engaging in private mediation prior to invoking the arbitration clause; (2) whether the Complete Solar Defendants waived their right to invoke the arbitration clause by substantially invoking the judicial process to Phu’s detriment prior to moving to compel arbitration; (3) whether Phu’s claim that he was fraudulently induced into signing the Solar Contract renders the arbitration agreement void, or alternatively whether Phu’s claims of fraud and negligent misrepresentation fall within the scope of the arbitration agreement; and (4) assuming that the Complete Solar Defendants no longer seek to require the other defendants to arbitrate Phu’s claims against them, whether it is proper to order Phu to arbitrate his claims with the Complete Solar Defendants while staying Phu’s claims against the other defendants pending the outcome of arbitration. In addition, Phu raises a jurisdictional issue regarding whether the Complete Solar Defendants filed a timely notice of appeal. We address the jurisdictional argument first, as subject matter jurisdiction is essential for this Court to have the authority to address the merits of the appeal. See Matter of Estate of Lindsay, 538 S.W.3d 759, 761 (Tex. App.—El Paso 2017, no pet.) (“Before reaching the merits of the appeal, we must first inquire into our own jurisdiction of the appeal.”); see also Texas Right to Life v. Van Stean, 702 S.W.3d 348, 355 (Tex. 2024) (per curiam) (recognizing that courts “always have jurisdiction to determine their own jurisdiction”). III. WHETHER THE NOTICE OF APPEAL WAS TIMELY FILED Phu is correct that an appellate court lacks subject matter jurisdiction to hear an appeal without the filing of a timely notice of appeal. See Mitschke v. Borromeo, 645 S.W.3d 251, 260 (Tex. 2022). Without jurisdiction, we are “powerless to entertain an appeal, no matter how grave the error.” Id. at 260–61. But we disagree with Phu that the notice of appeal was not timely filed. 10  An interlocutory appeal from an order denying a motion to compel arbitration is expressly authorized by statute. See Tex. Civ. Prac. & Rem. Code § 171.098(a)(1); see also In re Whataburger Restaurants LLC, 645 S.W.3d 188, 193 (Tex. 2022) (orig. proceeding) (recognizing that a party may file an interlocutory appeal from an order denying a motion to compel arbitration). A party has 20 days to file a notice of interlocutory appeal from the date the trial court’s order was signed. See Tex. R. App. P. 26.1(b) (in an accelerated appeal, the notice of appeal must be filed within 20 days after the judgment or order is signed); see also Matter of Estate of Gibson, No. 02- 23-00478-CV, 2024 WL 273510, at *1 (Tex. App.—Fort Worth Jan. 25, 2024, no pet.) (mem. op.) (per curiam) (discussing requirement that a party must file their notice of appeal from an order denying a motion to compel arbitration within 20 days after the order is signed). Phu contends we should consider the two docket sheet entries that the trial court made on July 13, 2025 and October 22, 2025, as appealable orders denying the Complete Solar Defendants’ motion to compel arbitration. Phu argues that “[t]he Judge’s notes clearly indicate a ruling and intent, implicitly denying Complete Solar’s Motion[,]” and he asserts that the Defendants “had access to both of these order[s] well in advance of its appeal on December 8, 2025.” According to Phu, the Complete Solar Defendants were required to file a notice of appeal from those orders within 20 days, and their December 8th notice of appeal came too late. There are several problems with this argument. Phu does not cite any authority in support of his contention that a docket sheet can be considered an appealable order. To the contrary, as a general principle, a trial court’s docket entry cannot be considered a substitute for a written order.8 8 We do not address the limited exceptions that are inapplicable here, such as when the trial court announces its decision in open court while calling the attention of the parties to the docket entry or when the court formally files the docket entry with the clerk as the trial court’s judgment. See In re DeMattia, No. 05-21-00460-CV, 2021 WL 5480680, at *1 (Tex. App.—Dallas Nov. 23, 2021, orig. proceeding) (mem. op.) (citing Bailey–Mason v. Mason, 122 S.W.3d 894, 897 (Tex. App—Dallas 2003, pet. denied)); see also Garza v. Texas Alcoholic Beverage Comm’n, 89 S.W.3d 1, 11 See First Nat’l Bank of Giddings, Texas v. Birnbaum, 826 S.W.2d 189, 190–91 (Tex. App.—1992, no writ) (per curiam) (citing Emerald Oaks Hotel/Conference Center, Inc. v. Zardenetta, 776 S.W.2d 577, 578 (Tex. 1989, orig. proceeding) (“A trial court’s oral pronouncement and docket entry reinstating a cause is not an acceptable substitute for the written order required by [Tex. R. Civ. P. 165a(3)].”)). In addition, in its November 20, 2025 order, the court expressly stated that it had considered the motion and was entering its decision denying the Complete Solar Defendants’ motion “on this day” (emphasis added). A docket sheet entry “cannot be used to contradict or prevail over a final judicial order.” See Birnbaum, 826 S.W.2d at 190–91 (citing N–S–W Corp. v. Snell, 561 S.W.2d 798, 799 (Tex. 1977) (orig. proceeding)); see also Kalyanaram v. Burck, 225 S.W.3d 291, 303 (Tex. App.—El Paso 2006, no pet.) (“Docket sheet entries such as this cannot be used to overrule or contradict a written order of the trial court.”). Thus, “when there is a question concerning the date judgment was rendered, the date the judgment was signed prevails over a conflicting docket sheet entry.” Garza v. Texas Alcoholic Bev. Comm’n, 89 S.W.3d 1, 6–7 (Tex. 2002) (“Because the signed judgment takes precedence over the docket sheet entry, we do not consider the docket sheet to be a timely rendition.”). The statute governing appeals from interlocutory orders of this nature requires the notice of appeal to be filed within 20 days after the court’s order or judgment was signed. See Tex. R. App. P. 26.1(b). Here, the first signed order denying the Complete Solar Defendants’ motion to 7 (Tex. 2002) (district court’s initialed, handwritten entry on docket sheet reciting the substance of the court’s final order was not a judgment absent evidence that court had publicly announced its decision, issued a memorandum, or otherwise publicly announced rendition on that date). 12 compel arbitration is the November 20, 2025 order.9 Because the Defendants filed their notice of interlocutory appeal 18 days later, on December 8, 2025, we conclude the notice of appeal was timely filed. We next turn to the merits of the appeal and the issue of whether the trial court erred in denying the motion to compel arbitration. IV. STANDARD OF REVIEW AND APPLICABLE LAW GOVERNING MOTIONS TO COMPEL ARBITRATION Arbitration has been defined as “a contractual proceeding by which the parties to a controversy or dispute, in order to obtain a speedy and inexpensive final disposition of matters . . . submit the controversy to such tribunal for determination in substitution for the tribunals provided by the ordinary processes of the law.” Jack B. Anglin Co. v. Tipps, 842 S.W.2d 266, 268 (Tex. 1992). Because arbitration is “a matter of consent, not coercion,” parties cannot be compelled to arbitrate any controversy unless they have contractually agreed to do so. TotalEnergies E&P USA, Inc. v. MP Gulf of Mexico, LLC, 667 S.W.3d 694, 701 (Tex. 2023). A party seeking to compel arbitration has the burden to (1) establish the existence of a valid and enforceable arbitration agreement, and (2) demonstrate that the claims asserted are within the scope of the agreement. See Bonsmara Nat. Beef Co. v. Hart of Texas Cattle Feeders, LLC, 603 S.W.3d 385, 397 (Tex. 2020). In general, these are considered “gateway matters,” i.e., substantive questions of arbitrability, which a court is tasked with determining. See TotalEnergies E&P USA, 9 The trial court’s order also denied the motion for reconsideration which, standing alone, would be a non-appealable order. See Nazareth Hall Nursing Ctr. v. Castro, 374 S.W.3d 590, 593 (Tex. App.—El Paso 2012, no pet.) (recognizing that a motion to compel arbitration is appealable while a motion for reconsideration is not); Gossett Jones Homes, Inc. v. Bluebonnet Lane Cityhomes Condo. Ass’n, Inc., No. 03-24-00261-CV, 2024 WL 4375799, at *1 (Tex. App.—Austin Oct. 3, 2024, no pet.) (mem. op.) (recognizing same). But, as explained above, it was nonetheless the court’s first appealable order denying the motion to compel arbitration, and we therefore treat it as such. 13 Inc. v. MP Gulf of Mexico, LLC, 667 S.W.3d 694, 701 (Tex. 2023) (citing Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63, 68–69 (2010) (recognizing that in the absence of an agreement to the contrary, “gateway” questions of arbitrability to be decided by a court include “whether the parties have agreed to arbitrate or whether their agreement covers a particular controversy”)). The parties, however, may delegate the question of whether their dispute falls within the scope of an arbitration agreement to the arbitrator, but any such delegation must be “clear and unmistakable.” See id. at 702. When as here, no such delegation appears in the record, we must resolve the question of the existence of an agreement and its scope by applying “common principles of general contract law to determine the parties’ intent.” G.T. Leach Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d 502, 520 n.15 (Tex. 2015); see also Wagner v. Apache Corp., 627 S.W.3d 277, 283 (Tex. 2021) (“Arbitration agreements are on equal footing with other contracts and must be enforced according to their terms.”). Once the party seeking to compel arbitration establishes that a valid arbitration agreement exists and that the claims fall within the scope of the agreement, the burden shifts to the party resisting arbitration to establish a defense to the agreement’s enforcement. See ReadyOne Indus., Inc. v. Flores, 460 S.W.3d 656, 661 (Tex. App.—El Paso 2014, pet. denied) (citing Delfingen US– Texas, L.P. v. Valenzuela, 407 S.W.3d 791, 797 (Tex. App.—El Paso 2013, no pet.)); see also J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 227 (Tex. 2003) (recognizing that if the party seeking arbitration carries its initial burden, “the burden shifts to the party opposing arbitration to raise an affirmative defense to enforcing arbitration”). In the context of enforcing an arbitration agreement, 14 defenses include unconscionability, duress, fraudulent inducement, and revocation. 10 In re FirstMerit Bank, N.A., 52 S.W.3d 749, 756 (Tex. 2001) (orig. proceeding). “When, as here, an order denying a motion to compel arbitration does not state the grounds for the denial, we must affirm the order if any of the grounds asserted in the trial court for denying the motion are meritorious.” See CPG 220 Holdings 2014, LLC v. Mulcahy, 709 S.W.3d 728, 733 (Tex. App.—Austin 2025, pet. denied); see also Ridge Nat. Res., L.L.C. v. Double Eagle Royalty, L.P., 564 S.W.3d 105, 118 (Tex. App.—El Paso 2018, no pet.) (court reviews trial court’s decision denying a motion to compel arbitration in light of the grounds presented in the trial court by the party resisting arbitration). We review a trial court’s denial of a motion to compel arbitration for an abuse of discretion. Henry v. Cash Biz, LP, 551 S.W.3d 111, 115 (Tex. 2018) (citing In re Labatt Food Serv., 279 S.W.3d at 642–43); see also Wagner, 627 S.W.3d at 283 (recognizing same). A trial court abuses its discretion if it acts in an arbitrary or unreasonable manner or acts without reference to guiding rules or principles. Lucchese, Inc. v. Rodriguez, 388 S.W.3d 354, 361 (Tex. App.—El Paso 2012, no pet.) (citing Low v. Henry, 221 S.W.3d 609, 614 (Tex. 2007)). “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). Thus, although we defer to the trial court’s factual determinations if they are supported by the evidence, we review the court’s legal rulings de novo. See Henry, 551 S.W.3d at 115. In particular, we review de novo the trial court’s legal determinations, including whether a valid arbitration agreement exists and whether the claims fall within the scope of an arbitration 10 Although the Complete Solar Defendants addressed the issue of whether the arbitration agreement was unconscionable in their initial motion to compel arbitration, Phu did not address the issue in his response to the motion, nor does he do so on appeal. 15 agreement. See In re Labatt Food Serv., 279 S.W.3d at 643; J.M. Davidson, 128 S.W.3d at 227. “A trial court that refuses to compel arbitration under a valid and enforceable arbitration agreement has clearly abused its discretion.” In re Whataburger, 645 S.W.3d at 194 (quoting In re 24R, Inc., 324 S.W.3d 564, 566 (Tex. 2010) (orig. proceeding)); see also In re FirstMerit Bank, N.A., 52 S.W.3d at 753–54 (stating that when trial court concludes that arbitration agreement encompasses claims and party opposing arbitration has failed to prove defenses, trial court “has no discretion but to compel arbitration”). V. THE VALIDITY AND SCOPE OF THE PARTIES’ AGREEMENT Phu does not contest that he signed the Solar Contract or that he initialed the arbitration agreement. In the trial court, as on appeal, Phu claims he has evidence to support a finding that he was fraudulently induced into signing the Solar Contract, in the form of misrepresentations made by the various defendants, including the Complete Solar Defendants. He contends that the agreement was therefore not validly formed and consequently unenforceable. On appeal, Phu appears to be arguing in the alternative that, even if we conclude that the arbitration agreement is enforceable, his tort causes of action for fraudulent inducement and negligent misrepresentation do not fall within the scope of the arbitration agreement. We address his arguments in turn. A. Whether Phu was fraudulently induced into signing the Solar Contract is for the arbitrator to decide In general, courts distinguish between two types of challenges to the validity of an arbitration agreement. First, there are challenges to the validity of the arbitration agreement itself, and second, there are challenges to the validity of the entire contract that contains the arbitration agreement. In re Labatt Food Serv., 279 S.W.3d at 647–48 (citing Buckeye Check Cashing, Inc. v. 16 Cardegna, 546 U.S. 440, 444 (2006)). A court may determine the first type of challenge, but a challenge to the validity of the contract as a whole, and not specifically to the arbitration agreement itself, must go to the arbitrator. Id. (citing Buckeye, 546 U.S. at 444; Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 403–404, (1967)); see also Perry Homes v. Cull, 258 S.W.3d 580, 589 (Tex. 2008) (“[A]rbitrators generally must decide defenses that apply to the whole contract, while courts decide defenses relating solely to the arbitration clause.”); In re Merrill Lynch, 235 S.W.3d 185, 190 & n.12 (Tex. 2007) (orig. proceeding) (noting that a defense relating to the parties’ entire contract rather than the arbitration clause alone is a question for the arbitrators). Accordingly, “[w]hen a party challenges the validity of the broader contract but not of an arbitration agreement contained within that contract, courts must enforce the arbitration agreement and require the arbitrator to decide the challenge to the broader contract.” TotalEnergies E&P USA, 667 S.W.3d at 701 (citing Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63, 72 (2010)); see also In re Morgan Stanley & Co., 293 S.W.3d 182, 185 (Tex. 2009) (orig. proceeding) (“[D]efenses attacking the validity of a contract as a whole, and not specifically aimed at the agreement to arbitrate, are for the arbitrator, not the court.”). Stated otherwise, “challenges relating to an entire contract will not invalidate an arbitration provision in the contract; rather, challenges to an arbitration provision in a contract must be directed specifically to that provision.” Royston, Rayzor, Vickery, & Williams, LLP v. Lopez, 467 S.W.3d 494, 501 (Tex. 2015). Thus, for our purposes, courts distinguish between a party’s claim that he was fraudulently induced into signing an arbitration agreement, which is for the court to decide, and a claim that he was fraudulently induced into signing the contract as a whole, which must be referred to arbitration. See In re J.D. Edwards World Sols. Co., 87 S.W.3d 546, 550 (Tex. 2002) (orig. 17 proceeding) (citing Prima Paint Corp., 388 U.S. at 403–404 (distinguishing between the two types of claims)); Forest Oil Corp. v. McAllen, 268 S.W.3d 51, 56 (Tex. 2008) (“[T]he party opposing arbitration must show that the fraud relates to the arbitration provision specifically, not to the broader contract in which it appears.”); In re FirstMerit Bank, N.A., 52 S.W.3d at 755 (recognizing that “while fraud in the inducement of an arbitration agreement is a defense to arbitration, whether the [defendants] made any misrepresentations in the inducement of the underlying contract relates to the contract’s validity and can be arbitrated”). As the Austin Court of Appeals has recognized, a party opposing arbitration has the “burden to present evidence” to establish that he was fraudulently induced to sign the agreement to arbitrate, “not the contract as a whole.” See The Boring Co. v. 304 Constr., LLC, No. 03-23- 00394-CV, 2024 WL 2220716, at *8 (Tex. App.—Austin May 17, 2024, no pet.) (citing In re FirstMerit Bank, 52 S.W.3d at 756). Like a broader common-law fraud claim, a fraudulent-inducement claim requires proof that: (1) the defendant made a material misrepresentation; (2) the defendant knew at the time that the representation was false or lacked knowledge of its truth; (3) the defendant intended that the plaintiff should rely or act on the misrepresentation; (4) the plaintiff relied on the misrepresentation; and (5) the plaintiff’s reliance on the misrepresentation caused injury. Int’l Bus. Machines Corp. v. Lufkin Indus., LLC, 573 S.W.3d 224, 228 (Tex. 2019). “In a fraudulent-inducement claim, the ‘misrepresentation’ occurs when the defendant falsely promises to perform a future act while having no present intent to perform it. Id. It is the plaintiff’s reliance on the false promise that induces him to agree to a contract that he would not have otherwise agreed to if the promise had not been made. Id. Here, at best, Phu appears to be contending that because Complete Solar Defendants delayed in resolving his dispute with them for several years both before and after he filed his suit, 18 this supports a finding that the defendants had no inte