JUSTICE O’NEILL and JUSTICE GUZMAN did not participate in the decision.
For several years, Exxon Mobil Corp. offered service station dealers individual rebates based upon a dealer’s sales volume and hours of operation. Three Texas dealers, Dan Gill, Howard Granby, and Patrick Morrow (“the Dealers”), sued Exxon in the county court at law of Nueces County on behalf of all Exxon dealers in the nation, complaining that unbeknownst to them, Exxon added the cost of the rebate programs back into the wholesale price Exxon charged them for gasoline. The Dealers initially moved to certify a nationwide class, but after this Court’s decision in Compaq Computer Corp. v. Lapray, 135 S.W.3d 657 (Tex. 2004), they sought certification of only a statewide class, and plaintiffs’ counsel refiled the claims for all other Exxon dealers in the United States in federal court. The federal court rendered summary judgment for Exxon. Flagler Auto., Inc. v. Exxon Mobil Corp., 582 F. Supp. 2d 367 (E.D.N.Y. 2008). Meanwhile, the Texas trial court certified a class of all Texas dealers, and the court of appeals affirmed. 221 S.W.3d 841 (Tex. App.–Corpus Christi-Edinburg 2007). Because the lower courts did not correctly construe and apply our decision in Shell Oil Co. v. HRN, Inc., 144 S.W.3d 429, 434-436 (Tex. 2004), we reverse and remand the case to the trial court.
“Courts must perform a rigorous analysis before ruling on class certification to determine whether all prerequisites to certification have been met.” Sw. Ref. Co. v. Bernal, 22 S.W.3d 425, 435 (Tex. 2000) (citation and internal quotation marks omitted). In so doing, courts “may look beyond the pleadings.” Intratex Gas Co. v. Beeson, 22 S.W.3d 398, 404 (Tex. 2000). “Because class determinations generally involve considerations that are enmeshed in the factual and legal issues comprising the plaintiff’s cause of action, the trial court must be able to make a reasoned determination of the certification issues.” Id. (citation and internal quotation marks omitted). And while “[d]eciding the merits of the suit in order to determine . . . its maintainability as a class action is not appropriate,” Beeson, 22 S.W.3d at 404 (citations omitted), “the substantive law . . . must be taken into consideration in determining whether the purported class can meet the certification prerequisites under [Texas Rule of Civil Procedure] 42,” Union Pac. Res. Group, Inc. v. Hankins, 111 S.W.3d 69, 72-73 (Tex. 2003).
