BDTP, LLC, Shawn Nyahay and Wesley T. Fortune v. United Structures of America, Inc. Precision Building Systems, Inc., Erwin Weeks Crawford, IV and Ashley Crawford
01-20-00464-CV
| Tex. App. | Mar 10, 2022Background:
- United Structures of America (USA), a Houston company, designed and fabricated a steel building for an indoor baseball facility in Ohio for BDTP, an Ohio LLC; USA alleges it was not paid the full contract balance.
- Precision Building Systems (Texas) quoted and contracted with BDTP; Precision subcontracted design/fabrication work to USA in Texas; USA performed design work in Houston and delivered the building to Ohio.
- Appellee USA sued Precision, Precision owners (Texas residents), BDTP (Ohio LLC), and Ohio residents Shawn Nyahay and Wesley Fortune for claims including unjust enrichment, quantum meruit, and violation of Texas Prompt Payment to Contractors Act.
- Fortune solicited and cultivated a relationship with Precision/Crawford (a Texas resident), arranged and influenced use of Precision/USA to obtain a lower price, and communicated/approved drawings; Nyahay signed Precision’s contract and a change order on behalf of BDTP.
- Nyahay, Fortune, and BDTP filed a joint special appearance arguing no personal jurisdiction in Texas; the trial court denied it. BDTP’s appeal was later dismissed for lack of attorney representation; Nyahay and Fortune appealed but the Court of Appeals affirmed denial of the special appearance.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Texas courts have specific personal jurisdiction over Ohio residents (Nyahay & Fortune) | USA: Appellants targeted a Texas company (Precision/USA), knew work would be performed in Texas, sought price advantage, and their claims arise from those contacts | Nyahay/Fortune: Contacts occurred in Ohio and on behalf of BDTP; they lack sufficient minimum contacts with Texas | Held: Yes. Appellants purposefully availed themselves of Texas by soliciting and choosing Precision/USA to perform work in Texas; minimum contacts satisfied and claims relate to those contacts |
| Whether the fiduciary‑shield doctrine protects Appellants | USA: Contacts predated BDTP’s formation and include personal solicitation by Fortune, so doctrine doesn't shield them | Appellants: Contacts were in their capacities as agents of BDTP and thus protected by fiduciary shield | Held: Fiduciary‑shield does not apply because key contacts occurred before BDTP was formed and involved individual conduct (solicitation/benefit-seeking) |
| Whether the trial court could consider affidavits/pleadings rather than only live testimony at the special‑appearance hearing | USA: Rule 120a allows consideration of pleadings, affidavits, attachments, discovery, and oral testimony | Appellants: Trial court erred by relying on evidence other than Fortune’s live testimony | Held: Trial court properly considered affidavits and other evidence under Rule 120a; appellate review considers whole record |
| Whether exercising jurisdiction comports with fair play and substantial justice | USA: Texas has an interest (including enforcing the Prompt Payment Act), judicial economy favors litigating all parties here | Appellants: Litigation in Texas is burdensome and unreasonable (travel/expense) | Held: Appellants did not establish a compelling case of unreasonableness; factors favor Texas jurisdiction (forum interest, efficiency, and not excessive burden) |
Key Cases Cited
- Luciano v. SprayFoamPolymers.com, LLC, 625 S.W.3d 1 (Tex. 2021) (standard of review and treating special‑appearance factual disputes)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (claims must arise from or relate to forum contacts)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (a contract alone does not automatically establish minimum contacts; consider negotiations, future consequences, and course of dealing)
- Nogle & Black Aviation, Inc. v. Faveretto, 290 S.W.3d 277 (Tex. App.—Houston [14th Dist.] 2009) (nonresident who solicits Texas resident for their Texas‑performed work can be subject to jurisdiction)
- Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777 (Tex. 2005) (three aspects of purposeful availment: defendant’s contacts, purposeful nature, and intent to benefit)
- Moncrief Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) (when all claims arise from same contacts, claim‑by‑claim analysis unnecessary)
- Guardian Royal Exch. Assur., Ltd. v. Eng. China Clays, P.L.C., 815 S.W.2d 223 (Tex. 1991) (to defeat jurisdiction, defendant must make a compelling case that jurisdiction is unreasonable)