Brenham Oil & Gas, Inc. v. TGS-NOPEC Geophysical Company
472 S.W.3d 744
Tex. App.
2015

Background

  • Brenham Oil (Texas corp.) sought a production‑sharing agreement for Block 2 in Togo; TGS (Delaware, Houston) licensed seismic data for Togo and communicated negatively about Brenham to Togolese officials. ENI (Italy) negotiated and ultimately obtained Block 2 and purchased TGS seismic data.
  • Brenham sued TGS and ENI in Harris County, alleging tortious interference by TGS and that ENI aided/encouraged TGS’s torts.
  • ENI filed a special appearance; the trial court granted it and dismissed claims against ENI. Brenham appealed that ruling.
  • TGS moved to dismiss on forum non conveniens (arguing Togo is proper forum) and other grounds; the trial court granted dismissal on forum non conveniens and dismissed Brenham’s suit against TGS. Brenham appealed the dismissal; TGS cross‑appealed on standing/jurisdictional issues, which were rendered moot.
  • The court affirmed both dispositive orders: it upheld the denial of Brenham’s motion to strike portions of ENI’s affidavit, found no general or specific jurisdiction over ENI, and affirmed the forum non conveniens dismissal in favor of Togo.

Issues

Issue Plaintiff's Argument Defendant's Argument Held
Whether trial court abused discretion by denying motion to strike ENI affidavit (para.18) Affidavit contained materially false and conclusory statements about employee secondment; should be struck Affidavit states factual particulars (employment agreements, who pays compensation); any conflict with subsidiary letters raises fact issue Denial affirmed — affidavit not per se perjurious or conclusory; conflict produces fact issue for court to resolve
Whether Texas courts have personal jurisdiction over ENI (general) ENI’s frequent visits, employee trips, and involvement with Texas subsidiaries create continuous/systematic contacts ENI and its affidavit show normal parent‑subsidiary dealings; employees seconded to U.S. subsidiaries and paid/controlled by subsidiaries; contacts not continuous/systematic No general jurisdiction — contacts insufficient to render ENI "at home" in Texas
Whether Texas courts have personal jurisdiction over ENI (specific) ENI’s negotiations and communications with TGS (some involving Houston personnel) relate to and support aiding/abetting claim ENI showed it did not commit torts in Texas and that operative facts (acts encouraging TGS) are not tied to Texas contacts No specific jurisdiction — operative facts arise from conduct affecting Togo, not the limited Texas contacts alleged
Whether forum non conveniens dismissal in favor of Togo was improper Togo is unavailable/inadequate; key witnesses and evidence are in Texas; expense, discovery already done in Texas, and inability to compel Togolese officials weigh against dismissal Togo is available and adequate; critical witnesses, government decisionmakers, and evidence are in Togo/Israel; Texas courts cannot readily compel those witnesses; private and public factors favor Togo Dismissal affirmed — trial court reasonably found Togo an adequate/available forum and the Gulf Oil factors favored dismissal

Key Cases Cited

  • Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846 (U.S. 2011) (general‑jurisdiction standard: ‘‘at home’’ inquiry)
  • Daimler AG v. Bauman, 134 S. Ct. 746 (U.S. 2014) (general jurisdiction demands continuous and systematic contacts)
  • Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (specific‑jurisdiction purposeful‑availment framework)
  • Kelly v. General Interior Constr., Inc., 301 S.W.3d 653 (Tex. 2010) (burden allocation in special appearance: plaintiff pleads, defendant negates)
  • Gulf Oil Co. v. Gilbert, 330 U.S. 501 (U.S. 1947) (framework for forum non conveniens; private/public interest factors)
  • Piper Aircraft Co. v. Reyno, 454 U.S. 235 (U.S. 1981) (forum non conveniens principles; alternative forum requirement)
  • Quixtar Inc. v. Signature Mgmt. Team, LLC, 315 S.W.3d 28 (Tex. 2010) (standard of review and application of Gulf Oil factors in Texas)
  • Vinmar Trade Fin., Ltd. v. Util. Trailers de Mex., S.A. de C.V., 336 S.W.3d 664 (Tex. App.—Houston [1st Dist.] 2010) (less deference to forum choice when plaintiff’s injury arises from foreign business transactions)
  • BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (trial court findings supporting special‑appearance rulings are implied when none are filed)
  • PHC‑Minden, L.P. v. Kimberly‑Clark Corp., 235 S.W.3d 163 (Tex. 2007) (treatment of parent–subsidiary contacts in jurisdictional analysis)
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