Level 3 Communications

Granting a motion to confirm an arbitration award and denying a motion to vacate the same award, the Court holds: the parties' contract and applicable law gave the arbitration panel authority to decide both substantive and procedural arbitrability questions. Judgment is entered confirming the award. Denying the defendant's special appearance because the Court has specific jurisdiction over the defendant. Applying the court's jurisdictional balance-shifting framework, the court holds that the defendant's removal notice, which pleaded more than five million dollars in controversy, satisfied the statutory jurisdictional threshold where plaintiff offered no rebutting evidence. The plaintiff's allegations that the former president's new company aided and abetted his breach of fiduciary duties satisfied the jurisdictional clause in Tex. Gov't Code Section 25A.004(b)(5). The petition's repeated allegations regarding misappropriation of sensitive business information invoked Section 25A.004(d)(4)'s jurisdictional clause, requiring that the suit relate to intellectual-property ownership or use, despite no standalone trade-secret misappropriation claim. This opinion addresses Civil Practice & Remedies Code Chapter 33's definition of "responsible third party" and the meaning of "the harm for which recovery of damages is sought," as used therein. This Opinion addresses the enforcement of a mandatory Buy-Sell Option clause and its specific performance remedy after the Offeror tendered the requisite buy/sell notice and the Offeree failed to respond to the notice and claimed the Offeror violated the underlying Company Agreement. The Court ultimately finds the Offeror is entitled to specific performance from the Offeree under the Buy-Sell Option clause. The Court awards the Offeror attorneys' fees. Ruling after court-ordered Rule 166(g) briefing. Ruling that Plaintiffs take nothing by their claims for declaratory relief and, with respect to one defendant, that Plaintiffs take nothi