Forest Oil Corp. v. McAllen, No. 06-0178 (Tex. Aug. 29, 2008)(Willett)
(arbitration agreement enforced, commercial contact, fraudulent inducement claim barred by waiver of
reliance, release of claim)
Justice Willett delivered the opinion of the Court, in which Justice Hecht, Justice O'Neill, Justice Wainwright,
Justice Brister, Justice Green, and Justice Johnson joined.
The unequivocal disclaimer of reliance in the parties’ bargained-for settlement
agreement conclusively negates as a matter of law the element of reliance needed to
support McAllen’s fraudulent-inducement claim. Because Forest Oil has demonstrated
that a valid arbitration agreement exists, an agreement that empowers the arbitrators
to determine what issues are arbitrable, we reverse the court of appeals’ judgment
and remand this case to the trial court to compel arbitration in accordance with our
FOREST OIL CORPORATION AND DANIEL B. WORDEN v. JAMES ARGYLE MCALLEN, EL RUCIO LAND
AND CATTLE COMPANY, INC., SAN JUANITO LAND PARTNERSHIP, AND MCALLEN TRUST PARTNERSHIP;
from Hidalgo County; 13th district (13-05-00419-CV, ___ SW3d ___, 12-15-05)
stay order issued November 2, 2007, lifted
The Court reverses the court of appeals' judgment and remands the case to the trial court.
Chief Justice Jefferson delivered a dissenting opinion, in which Justice Medina joined.
═══ Forest Oil Corporation v. McAllen (Tex. 2008)
Argued October 16, 2007
Justice Willett delivered the opinion of the Court, in which Justice Hecht, Justice O’Neill, Justice Wainwright,
Justice Brister, Justice Green, and Justice Johnson joined.
Chief Justice Jefferson filed a dissenting opinion, in which Justice Medina joined.
This commercial contract case asks whether an unambiguous waiver-of-reliance provision precludes a
fraudulent-inducement claim as a matter of law. Here, sophisticated parties represented by counsel in an arm’
s-length transaction negotiated a settlement agreement that included clear and broad waiver-of-reliance and
release-of-claims language. Because that agreement conclusively negates reliance on representations made
by either side, any fraudulent-inducement claim, lodged here to avoid an arbitration provision, is
contractually barred. We enforce the parties’ contract as written. Thus, we reverse the court of appeals’
judgment and remand to the trial court to compel arbitration in accordance with our opinion.
1. Factual and Procedural Background
In 1999, Forest Oil Corporation settled a long-running lawsuit over oil and gas royalties and leasehold
development with James McAllen and others with interests in the McAllen Ranch. The settlement
agreement resulted from a week-long mediation and released Forest Oil from “any and all” claims “of any
type or character known or unknown” that are “in any manner relating to” the McAllen Ranch Leases and the
covered lands, whether the claims sound in contract, tort, trespass or any other theory. While this
sweeping release resolved the royalty and nondevelopment disputes, the parties reserved the right to
arbitrate under the Texas General Arbitration Act (TAA) claims “for environmental liability, surface damages,
personal injury, or wrongful death occurring at any time and relating to the McAllen Ranch Leases.” The
parties also incorporated into the settlement agreement a separate surface agreement that detailed ongoing
care and remediation of the surface estate.
Importantly, the settlement agreement specifically disclaimed reliance “upon any statement or any
representation of any agent of the parties” in executing the releases contained in the agreement. The
parties also acknowledged they were “fully advised” by legal counsel as to both the contents and
consequences of the release.
In 2004, McAllen sued Forest Oil to recover for environmental damage caused when Forest Oil allegedly
“used its access under the leases to the surface estate to bury highly toxic mercury-contaminated” material
on the McAllen Ranch. McAllen also alleged environmental and personal injuries caused when Forest Oil
moved oilfield drilling pipe contaminated with radioactive material from the McAllen Ranch to a nearby
property, the Santillana Ranch, which housed a sanctuary for endangered rhinoceroses.
Forest Oil sought to compel arbitration under the settlement agreement, but McAllen argued the arbitration
provision was induced by fraud and thus unenforceable. McAllen recounts assurances during the 1999
settlement negotiations that no environmental pollutants or contaminants existed on the property. McAllen
claims an unidentified lawyer for one of the four defendants “assured [McAllen] that there was no problem, no
issue at all that [he] would be concerned about,” and McAllen says he signed the agreement based on that
specific representation. McAllen claims that when this assurance of “no environmental issues” was given,
Forest Oil knew all about the radioactive-contaminated pipe and the mercury-contaminated material.
After an evidentiary hearing on Forest Oil’s motion to compel arbitration, the trial court denied the motion,
and the court of appeals affirmed, applying a no-evidence standard of review because the case was “an
interlocutory appeal from an order denying a motion to compel arbitration that involves the defense of
fraudulent inducement.” After examining the testimony of McAllen and a former Forest Oil employee, the
court of appeals concluded there was some evidence to support the trial court’s determination that the
arbitration provision was induced by fraud.
This interlocutory appeal followed. Although the court of appeals treated Forest Oil’s argument as an
evidentiary challenge, this case fundamentally poses a legal question, not a factual one: does McAllen’s
disclaimer of reliance on Forest Oil’s representations negate the fraudulent-inducement claim as a matter of
law? We review this legal question de novo.
2. Enforcement of the Parties’ Arbitration Agreement Under the Texas General Arbitration Act
We first address application of the TAA, which the parties’ settlement agreement specifically invoked. Federal
and Texas law strongly favor arbitration, and we uphold arbitration agreements that comport with
traditional principles of contract law. While an arbitration agreement procured by fraud is unenforceable,
 the party opposing arbitration must show that the fraud relates to the arbitration provision specifically,
not to the broader contract in which it appears. If a trial court finds that the claim falls within the scope of
a valid arbitration agreement, the “court has no discretion but to compel arbitration and stay its own
Forest Oil challenges the trial court’s refusal to compel arbitration on three grounds: (1) the waiver-of-
reliance provision in the contract precludes as a matter of law McAllen’s ability to show the reliance element
of fraudulent inducement; (2) McAllen cannot establish justifiable reliance on oral representations that
directly contradict the terms of a signed contract; and (3) McAllen cannot establish justifiable reliance on
statements made by an adversary. Because Forest Oil’s first argument defeats McAllen’s claim, we do not
reach the other two.
3. Schlumberger Controls this Relevantly Similar Case: The Parties’ Broad Disclaimer of Reliance
Forest Oil contends the waiver-of-reliance provision in the settlement agreement conclusively defeats
McAllen’s fraudulent inducement claim. We agree.
We considered today’s question in Schlumberger Technology Corp. v. Swanson, holding that a disclaimer of
reliance on representations, “where the parties’ intent is clear and specific, should be effective to negate a
fraudulent inducement claim.” In that case—decided eighteen months before the settlement in the instant
case and construing virtually identical disclaimer language—Schlumberger and the Swansons agreed to a
complete release of claims to settle a dispute involving an underwater diamond-mining project off the South
African coast. The Swansons sold their interests in the venture to Schlumberger for roughly $1 million,
 and the parties signed a settlement agreement, which included this waiver-of-reliance provision:
[E]ach of us [the Swansons] expressly warrants and represents and does hereby state . . . and represent . . .
that no promise or agreement which is not herein expressed has been made to him or her in executing this
release, and that none of us is relying upon any statement or representation of any agent of the parties
being released hereby. Each of us is relying on his or her own judgment and each has been represented by
Hubert Johnson as legal counsel in this matter. The aforesaid legal counsel has read and explained to each
of us the entire contents of this Release in Full, as well as the legal consequences of this Release . . . .
After learning that Schlumberger later sold the interest to DeBeers for about $4 million, the Swansons sued,
claiming Schlumberger had fraudulently induced them to accept the low-price buyout. They maintained
that when Schlumberger entered into the settlement, it knew that the Swansons’ interest had a far higher
Our decision in Schlumberger assumed that (1) the company knew during negotiations that it was
misrepresenting the value of the interest, and (2) the misrepresentations were made with the intent of
inducing the Swansons to settle. Despite these assumptions, we held as a matter of law that the
Swansons could not show fraudulent inducement.
McAllen argues that Schlumberger is not controlling because we restricted that holding to the record, and
today’s case involves “notable distinctions” and “material fact differences.” McAllen’s chief argument to
distinguish Schlumberger is that Schlumberger “focuses on representations that were made regarding the
underlying agreement’s core subject matter.” The dispute in Schlumberger concerned the value of the
Swansons’ interest in the sea-diamond project, and the alleged misrepresentation, as described by McAllen,
“pertained to the very thing disputed, which was resolved ‘once and for all’ in the settlement.” This case is
different, says McAllen, because the litigation that led to the 1999 settlement concerned royalty
underpayments and mineral underdevelopment, issues having nothing to do with the environmental and
personal-injury torts that sparked the current litigation and were excepted from the settlement agreement.
That is, while the misrepresentation in Schlumberger “pertained to the very matter negotiated, settled, and
released”—a factor that McAllen terms “the primary basis” for the Court’s holding—the misrepresentation
here did not concern known disputed matters (which were settled and released) but potential future disputes
(which were set aside and reserved). And the disclaimer applies solely to representations about the former,
not the latter. Under this banner, McAllen makes three subsidiary arguments.
First, McAllen stresses that the parties’ settlement in Schlumberger definitively ended their valuation dispute.
McAllen points out that the settled dispute was the only dispute, meaning that the agreed-to disclaimer was
sufficiently specific to bar a later fraudulent-inducement suit alleging one side misled the other about
valuation. By contrast, in this case, ending the royalty underpayment and mineral underdevelopment
dispute was not the sole purpose of the settlement agreement, McAllen argues, making the disclaimer
insufficiently specific to be applied to every representation made by Forest Oil.
McAllen identifies a valid factual distinction, but we fail to see how the disclaimer’s preclusive effect should be
different where, as here, the parties agreed to resolve litigated claims and arbitrate future ones. Although we
noted in Schlumberger that the company’s representations about the project’s value and feasibility led to “the
very dispute that the release was supposed to resolve,” this language is more accurately interpreted as
emphatic language, not limiting language. Our analysis in Schlumberger rested on the paramount principle
that Texas courts should uphold contracts negotiated at arm’s length by “knowledgeable and sophisticated
business players” represented by “highly competent and able legal counsel,” a principle that applies with
equal force to contracts that reserve future claims as to contracts that settle all claims. Essentially,
Schlumberger holds that when knowledgeable parties expressly discuss material issues during contract
negotiations but nevertheless elect to include waiver-of-reliance and release-of-claims provisions, the Court
will generally uphold the contract. An all-embracing disclaimer of any and all representations, as here, shows
the parties’ clear intent. A “once and for all” settlement may constitute an additional factor urging rejection of
fraud-based claims, but a freely negotiated agreement to settle present disputes and arbitrate future ones
should also be enforceable. Moreover, contrary to McAllen’s assertions, the parties’ discussions here did in
fact address environmental matters. Not only were such matters “very important” to McAllen during settlement
negotiations, as he testified, the parties also negotiated the surface agreement, which directly touches on the
subject of Forest Oil’s alleged fraud: environmental contamination on the McAllen Ranch. The surface
agreement, incorporated into the settlement agreement, required Forest Oil to remove hazardous material
and remediate past and future contamination. Therefore, the parties expressly negotiated the treatment of
surface issues; environmental issues were an important aspect of the contract. Although the settlement
agreement does not preclude all future environmental disputes, it does require arbitration of them.
Second, McAllen contends the settlement language itself compels a different result from Schlumberger.
McAllen maintains that the disclaimer he signed is limited by its terms to representations about the matters
released and settled, not to misrepresentations about matters reserved and excluded from the settlement.
Here, the waiver-of-reliance provision states: “Each of the [plaintiffs] expressly warrants and represents and
does hereby state and represent that no promise or agreement which is not herein expressed has been
made to him, her, or it in executing the releases contained in this Agreement . . . .” McAllen claims the
isolated phrase “in executing the releases” limits the waiver’s application only to released claims because the
phrase refers to “releases” in the plural. Because an arbitration provision is not a release, he reasons, the
parties did not waive reliance with respect to misrepresentations concerning the matters reserved for
arbitration. This argument discounts the second half of the same sentence, which makes clear the parties
intended an exhaustive waiver unconfined to claims specifically released: “none of them is relying upon any
statement or any representation of any agent of the parties being released hereby.” Contrary to McAllen’
s interpretation, a natural and contextual reading, given the repeated and all-encompassing “any” modifier, is
not nearly so restrictive. It rather plainly means the parties, “in executing the releases,” were not led astray
by any representations whatsoever, even representations about nonreleased claims since those, too, can
induce someone to release other claims. The disclaimer’s words do not say what McAllen construes them to
say, that there was “no promise or agreement concerning the released claims which is not herein expressed”;
those four italicized words do not exist. Waiving reliance on statements made in executing the release
provisions encompasses both claims released and reserved because even statements about the latter can
nudge assent to settle the former. Notably, in this case, the release itself (in a section titled “Releases” no
less) specifically requires arbitration, making clear that at the time of the agreement, the parties disclaimed
reliance with respect to all decisions being made during negotiations, including the decision to resolve future
disputes regarding environmental and personal-injury claims via arbitration. It is difficult to argue that Forest
Oil’s alleged fraud in obtaining arbitration bears no relation to the release when the arbitration requirement
appears in the release. It is similarly difficult to square McAllen’s argument with this explicit language from the
settlement agreement, which incorporated the surface agreement: “disputes relating to this Agreement . . .
will be resolved by arbitration.”
Third, McAllen argues that fraudulent inducement “is essentially a meeting-of-the-minds argument,” and
there was no such meeting here regarding the arbitration agreement because Forest Oil knew all along of
the potential for environmental claims while simultaneously assuring McAllen “there [were] no issues having
to do with the surface.” The parties thus had no common understanding of the facts underlying the contract,
according to McAllen. But the settlement agreement itself belies this argument. The parties agreed that they
might disagree and decided to arbitrate any environmental or personal-injury disputes that might later arise.
If they were certain such disagreements would never arise, there would have been no need to reserve future
claims for arbitration. The act of specifically carving out this discrete category of contamination claims shows
that McAllen in fact placed little trust in Forest Oil’s assurances that there were “no issues having to do with
the surface” and that both parties recognized the possibility that McAllen might pursue future claims.
Moreover, there is an arbitration provision in the environment-focused surface agreement itself, not only in
the broader settlement agreement. According to the surface agreement, “[s]urface issues which arise in
connection with the Leases” must be arbitrated. McAllen knew environmental disputes might arise and
agreed to arbitrate these disputes.
It is true that Schlumberger noted a disclaimer of reliance “will not always bar a fraudulent inducement claim,”
 but this statement merely acknowledges that facts may exist where the disclaimer lacks “the requisite
clear and unequivocal expression of intent necessary to disclaim reliance” on the specific representations at
issue. Courts must always examine the contract itself and the totality of the surrounding circumstances
when determining if a waiver-of-reliance provision is binding. We did so in Schlumberger, but since courts of
appeals seem to disagree over which Schlumberger facts were most relevant, we now clarify those that
guided our reasoning: (1) the terms of the contract were negotiated, rather than boilerplate, and during
negotiations the parties specifically discussed the issue which has become the topic of the subsequent
dispute; (2) the complaining party was represented by counsel; (3) the parties dealt with each other in an arm’
s-length transaction; (4) the parties were knowledgeable in business matters; and (5) the release language
was clear. These factors were each present in Schlumberger, and they are each present in this case.
Refusing to honor a settlement agreement—an agreement highly favored by the law—under these facts
would invite unfortunate consequences for everyday business transactions and the efficient settlement of
disputes. After-the-fact protests of misrepresentation are easily lodged, and parties who contractually
promise not to rely on extra-contractual statements—more than that, promise that they have in fact not relied
upon such statements—should be held to their word. Parties should not sign contracts while crossing their
fingers behind their backs. McAllen accuses Forest Oil of deceit, but Forest Oil could make the same
allegation against McAllen—who by his own admission and in writing is claiming the opposite now of what he
expressly disclaimed then. It is not asking too much that parties not rely on extra-contractual statements that
they contract not to rely on (or else set forth the relied-upon representations in the contract or except them
from the disclaimer). If disclaimers of reliance cannot ensure finality and preclude post-deal claims for
fraudulent inducement, then freedom of contract, even among the most knowledgeable parties advised by
the most knowledgeable legal counsel, is grievously impaired.
We conclude the arbitration requirement is integral to the overall release and the settlement agreement’s
waiver-of-reliance language applies by its terms to the parties’ commitment to arbitrate. None of McAllen’s
arguments materially distinguishes our holding in Schlumberger: “a release that clearly expresses the parties’
intent to waive fraudulent inducement claims, or one that disclaims reliance on representations about specific
matters in dispute, can preclude a claim of fraudulent inducement.” Today’s holding should not be
construed to mean that a mere disclaimer standing alone will forgive intentional lies regardless of context. We
decline to adopt a per se rule that a disclaimer automatically precludes a fraudulent-inducement claim, but
we hold today, as in Schlumberger, that “on this record,” the disclaimer of reliance refutes the required
element of reliance.
4. Scope of the Arbitration Clause
Having determined that McAllen’s fraudulent-inducement claim cannot defeat the arbitration provision in the
1999 settlement agreement, we now turn to whether McAllen’s claims fall within the scope of that arbitration
provision. Generally, after finding an agreement valid, a court considers the agreement’s terms to
determine which issues are arbitrable. This arbitration agreement, however, removes the “scope
determination” from the court and places it with the arbitration panel. This provision, shrinking the court’s
traditional role and expanding the arbitrators’, is not challenged on legal or public policy grounds.
Accordingly, we have no discretion but to direct the trial court to compel arbitration and stay McAllen’s
The remaining question is what should happen to the claims brought by the nonsignatory plaintiffs who are
not parties to the arbitration requirement (or to this appeal). Forest Oil concedes the trial court cannot order
the nonsignatory plaintiffs to arbitration. Section 171.025(a) of the Civil Practice and Remedies Code
provides that “[t]he court shall stay a proceeding that involves an issue subject to arbitration if an order for
arbitration or an application for that order is made under this subchapter.” Section 171.025(b) expressly
allows for the severance of nonarbitrable issues. Because the trial court is better positioned to make that
determination in this instance, we remand the severance issue to that court.
However, as noted above, McAllen and Forest Oil agreed to arbitrate disputes over what the agreement
covers. In terms of timing, the arbitrators should decide scope before the trial court decides severance. It is
impractical (and probably impossible) for the trial court to decide the severability of the nonsignatories’ claims
before the arbitration panel has decided the scope of the signatories’ claims. Accordingly, the trial court, in
order to make an informed severance decision, should defer its decision until the arbitrators decide which
issues are arbitrable.
McAllen may be correct that “[t]he facts of this case are not the facts of Schlumberger”—every case involves
unique facts—but the decisive ones are assuredly close enough that Schlumberger binds this relevantly
similar case. The unequivocal disclaimer of reliance in the parties’ bargained-for settlement agreement
conclusively negates as a matter of law the element of reliance needed to support McAllen’s fraudulent-
inducement claim. Because Forest Oil has demonstrated that a valid arbitration agreement exists, an
agreement that empowers the arbitrators to determine what issues are arbitrable, we reverse the court of
appeals’ judgment and remand this case to the trial court to compel arbitration in accordance with our
Don R. Willett
OPINION DELIVERED: August 29, 2008
 This appeal does not involve every party to the 1999 settlement agreement at issue. The defendants in
the litigation that resulted in that settlement were Forest Oil Corporation, Shell Oil Company, Conoco
Incorporated, and Fina Oil & Chemical Company, along with divisions of these entities. The plaintiffs included
various business entities, individuals, and individual trusts. These parties settled their dispute in June 1999.
Five years later, James McAllen and several others filed suit against Forest Oil, its employee (Daniel B.
Worden), and ConocoPhillips Corporation. ConocoPhillips was nonsuited, so only Forest Oil and Worden are
petitioners here. They are referred to collectively as “Forest Oil.” Four plaintiffs to the pending litigation—
James McAllen, El Rucio Land & Cattle Company, San Juanito Land Partnership, and McAllen Trust
Partnership—are respondents to this appeal and referred to collectively as “McAllen,” unless otherwise
noted. These four plaintiffs admit they are bound by the 1999 settlement agreement either as signatories or
successors in interest thereto. Several other plaintiffs are not parties to this appeal, and Forest Oil concedes
the trial court lacked authority to require these other plaintiffs to arbitrate the current dispute.
 The release language reads:
[The plaintiffs] generally and unconditionally RELEASE, DISCHARGE, and ACQUIT [the defendants] of and
from any and all claims and causes of action of any type or character known or unknown, which they
presently have or could assert, including but not limited to all claims and causes of action (i) in any manner
relating to, arising out of or connected with the McAllen Ranch Leases, or any of them, (ii) in any manner
relating to, arising out of or connected with the Lands covered by the McAllen Ranch Leases, or any of them,
(iii) in any manner relating to, arising out of or connected with any implied covenants pertaining to the
McAllen Ranch Leases, or any of them, including (without limitation) implied covenants or obligations with
respect to drainage, development, unitization, marketing or the administration of the McAllen Ranch Leases .
. . (vi) all claims and causes of action that the [plaintiffs] asserted or could have asserted in the Lawsuit
including (without limitation) matters arising or sounding in contract, in tort (including intentional torts, fraud,
conspiracy, and negligence), in trespass, for forfeiture, or under any other theory or doctrine, including any
claim for attorneys fees, costs, and sanctions; and the [plaintiffs] hereby declare that all such claims and
causes of action have been fully compromised, satisfied, paid and discharged; except that the [plaintiffs]
reserve and except from this release only (a) their rights to receive the consideration (monetary and
otherwise) provided in this Agreement, (b) their rights to accrued but unpaid royalties . . . , (c) any rights and
claims arising under the McAllen Ranch Leases . . . after the Effective Date of this Agreement, (d) any rights
or claims they may have, if any, for environmental liability, surface damages, personal injury, or wrongful
death occurring at any time and relating to the McAllen Ranch Leases, (e) the funds held [pursuant to this
Agreement], and (f) any intentional act done in contravention of this Agreement or the McAllen Ranch
Leases between the date of execution hereof and the Effective Date. Any disputes over any of the above
items excepted and reserved from this release shall be resolved in arbitration pursuant to [this Agreement].
 The surface agreement required that oil companies remove nonnatural materials from the sites of
abandoned wells and “not store or dispose of any hazardous materials on the surface of the Leases.” In
addition, the surface agreement states plainly that surface issues shall be addressed by arbitration: “Surface
issues which arise in connection with the Leases shall be subject to that certain Arbitration Agreement set
forth and described in the Settlement Agreement. The specific issues addressed below shall become part of
the Settlement Agreement and shall be enforceable in accordance with the terms of such Agreement.”
 The waiver-of-reliance provision reads:
 Each party acknowledges and confirms that each has had the opportunity to consult with counsel and has
been fully advised by counsel prior to the execution of this Agreement.
 Each of the Plaintiffs and Intervenors expressly warrants and represents and does hereby state and
represent that no promise or agreement which is not herein expressed has been made to him, her, or it in
executing the releases contained in this Agreement, and that none of them is relying upon any statement or
any representation of any agent of the parties being released hereby. Each of the Plaintiffs and Intervenors
is relying on his, her, or its own judgment and each has been represented by his, her, or its own legal
counsel in this matter. The legal counsel for Plaintiffs have read and explained to each of the Plaintiffs the
entire contents of the releases contained in this Agreement as well as the legal consequences of the
releases. . . .
 Defendants expressly represent and warrant and do hereby state and represent that no promise or
agreement which is not herein expressed has been made to them in executing the releases contained in this
Agreement, and that they are not relying upon any statement or representation of any of the parties being
released hereby. Defendants, and each of them are relying upon its own judgment and each has been
represented by its own legal counsel in this matter. The legal counsel for Defendants have read and
explained to them the entire contents of the releases contained in this Agreement as well as the legal
consequences of the releases.
 The plaintiffs filed a joint petition asserting negligence, gross negligence, trespass, nuisance, strict
liability, negligence per se, misrepresentation, fraud, fraudulent concealment, and intentional battery. The
facts giving rise to these causes of action took place on two properties: the Santillana Ranch and the McAllen
Ranch. We will refer to the claims arising on the McAllen Ranch as the “McAllen Ranch claims” and claims
arising on the Santillana Ranch as the “Santillana Ranch claims.”
Forest Oil produces oil on the McAllen Ranch pursuant to the McAllen Ranch Leases; this relationship was
the basis of the original 1999 litigation that produced the now-disputed settlement agreement. The Santillana
Ranch is owned by John R. Willis Management Partnership; this entity is one of the plaintiffs to the underlying
suit that are not parties to this appeal. See supra note 1.
The Third Amended Petition claims Forest Oil buried radioactive material on the McAllen Ranch, resulting in
groundwater and soil contamination. The petition does not assert personal injuries related to the McAllen
Ranch. McAllen tried to establish a rhinoceros sanctuary on the Santillana Ranch and asked Forest Oil,
which has no lease on that ranch, to donate oilfield pipe to be used as pen enclosures. Forest Oil took pipe
from the McAllen Ranch to the Santillana Ranch, where McAllen and his employees worked on the rhinoceros
pens. McAllen claims this pipe was radioactive and has produced both environmental and personal injuries.
Forest Oil claims that because the pipe giving rise to the Santillana Ranch claims came from the McAllen
Ranch, the Santillana Ranch claims also fall within the settlement agreement’s arbitration clause, which
requires arbitration of claims “arising out of or relating to the McAllen Ranch Leases.” We do not reach this
 ___ S.W.3d ___, ___.
 Id. at ___.
 We have jurisdiction to hear an appeal from an interlocutory order denying arbitration if the court of
appeals’ decision conflicts with our precedent. See Tex. Gov’t Code §§ 22.001(a)(2), 22.225 (c); Tex. Civ.
Prac. & Rem. Code § 171.098; Certain Underwriters at Lloyd's of London v. Celebrity, Inc., 988 S.W.2d 731,
733 (Tex. 1998). As explained below, the court of appeals’ decision conflicts with Schlumberger Technology
Corp. v. Swanson, 959 S.W.2d 171 (Tex. 1997).
 When an appeal from a denial of a motion to compel arbitration turns on a legal determination—here, the
preclusive effect of the contract’s disclaimer—we apply a de novo standard. J.M. Davidson, Inc. v. Webster,
128 S.W.3d 223, 227 (Tex. 2003) (“The trial court’s determination of the arbitration agreement’s validity is a
legal question subject to de novo review.”); see also In re D. Wilson Constr. Co., 196 S.W.3d 774, 781 (Tex.
 Prudential Sec. Inc. v. Marshall, 909 S.W.2d 896, 898 (Tex. 1995); see also In re FirstMerit Bank, N.A.,
52 S.W.3d 749, 753 (Tex. 2001). Whether a case is governed by the Federal Arbitration Act (FAA) or the
TAA, many of the underlying substantive principles are the same; where appropriate, this opinion relies
interchangeably on cases that discuss the FAA orand TAA.
 In re D. Wilson Constr. Co., 196 S.W.3d at 781; Webster, 128 S.W.3d at 227.
 Tex. Civ. Prac. & Rem. Code § 171.001(b) ("A party may revoke the agreement only on a ground that
exists at law or in equity for the revocation of a contract."); see also Doctor's Assocs., Inc. v. Casarotto, 517
U.S. 681, 687 (1996); In re Kellogg Brown & Root, Inc., 166 S.W.3d 732, 738 (Tex. 2005).
 See Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 403–04 (1967). If a fraudulent-
inducement claim attacks the broader contract, then the arbitrator, not a court, considers the matter. See In
re FirstMerit Bank, N.A., 52 S.W.3d at 758. In this case, we assume that the alleged fraud went to the
arbitration agreement itself since Forest Oil does not argue otherwise. See Tex. R. App. P. 53.2(f); Ramos v.
Richardson, 228 S.W.3d 671, 673 (Tex. 2007).
 In re FirstMerit Bank, N.A., 52 S.W.3d at 753–54; see also Tex. Civ. Prac. & Rem. Code § 171.021.
 959 S.W.2d 171, 179 (Tex. 1997).
 Id. at 174.
 Id. at 180. The disclaimer in today’s case is virtually the same. See supra note 4.
 Id. at 174.
 Id. at 178.
 Id. at 181.
 Id. at 179–81.
 Id. at 180 (“The sole purpose of the release was to end the dispute about the value of this commercial
project between Schlumberger and the Swansons once and for all.”).
 Id. accurately interpreted as emphatic language rather than limiting language. The reasoning of the case
applies broadly to contracts generally, and we see no reason to accept McAllen’s restrictive interpretation.
 See supra note 4.
 See also supra note 3 (“Surface issues which arise in connection with the Leases shall be subject to that
certain Arbitration Agreement set forth and described in the Settlement Agreement.”).
 959 S.W.2d at 181.
 Id. at 179.
 See, e.g., Warehouse Assocs. Corporate Ctr. II, Inc. v. Celotex Corp., 192 S.W.3d 225, 230–34 (Tex.
App.—Houston [14th Dist.] 2006, pet. filed) (limiting Schlumberger to cases in which the parties resolve a
long-running dispute that is also the topic of the alleged fraudulent representation); Coastal Bank SSB v.
Chase Bank of Texas, N.A., 135 S.W.3d 840, 844 (Tex. App.—Houston [1st Dist.] 2004, no pet.) (considering
the broad language of the waiver-of-reliance provision to be the controlling factor); IKON Office Solutions,
Inc. v. Eifert, 125 S.W.3d 113, 124–28 (Tex. App.—Houston [14th Dist.] 2003, pet. denied) (applying
Schlumberger in a factual situation that did not involve a settlement agreement or a contract that terminated
the parties’ relationship); John v. Marshall Health Servs., Inc., 91 S.W.3d 446, 450 (Tex. App.—Texarkana
2002, pet. denied) (refusing to apply Schlumberger because “[h]ere, the contract was the beginning, not the
end, of the relationship between” the parties).
 See Transp. Ins. Co. v. Faircloth, 898 S.W.2d 269, 280 (Tex. 1995) (“Settlements are favored because
they avoid the uncertainties regarding the outcome of litigation, and the often exorbitant amounts of time and
money to prosecute or defend claims at trial.”); Bocanegra v. Aetna Life Ins. Co., 605 S.W.2d 848, 855 (Tex.
1980) (Campbell, J., concurring) (“Settlement agreements are highly favored in the law because they are a
means of amicably resolving doubts and preventing lawsuits.”).
 959 S.W.2d at 181.
 The TAA allows personal-injury claims to be arbitrated when each party, on advice of counsel, has
agreed to do so in a writing signed by the parties and their attorneys. Tex. Civ. Prac. & Rem. Code § 171.002
(c). All parties to this appeal—or their predecessors in interest—and their attorneys signed the settlement
agreement, which contains the arbitration agreement, so there is no statutory prohibition to arbitrating these
 In re FirstMerit Bank, N.A., 52 S.W.3d 749, 753 (Tex. 2001).
 The arbitration provision reads: “All disputes arising out of or relating to the McAllen Ranch Leases,
including, without in any way limiting the foregoing, disputes relating to this Agreement or disputes over the
scope of this arbitration clause, will be resolved by arbitration in Houston, Texas, using three neutral
arbitrators.” While this provision clearly encompasses the McAllen Ranch claims, it is not clear that it includes
the Santillana Ranch claims.
 In re Prudential Ins. Co. of Am., 148 S.W.3d 124, 129–30 (Tex. 2004) (“As a rule, parties have the right
to contract as they see fit as long as their agreement does not violate the law or public policy.”); see also
Fairfield Ins. Co. v. Stephens Martin Paving, LP, 246 S.W.3d 653, 663–64 (Tex. 2008).
 Tex. Civ. Prac. & Rem. Code § 171.021; In re Oakwood Mobile Homes, Inc., 987 S.W.2d 571, 573 (Tex.
 Tex. Civ. Prac. & Rem. Code § 171.025(b) (“The stay applies only to the issue subject to arbitration if
that issue is severable from the remainder of the proceeding.”).