Christoph Henkel v. Emjo Investments, Ltd. and H.J. Von Der Goltz, 01-14-00703-CV

Background

NC12, Inc. (and its predecessor Texas Syngas, Inc. — TSI) conducted principal business from Houston and entered bankruptcy; investors sued asserting fraud and shareholder-oppression claims arising from board conduct.
Christoph Henkel, a nonresident, served on the NC12 (and earlier TSI) boards alongside co-directors Michael Sydow and John Preston; plaintiffs allege a conspiracy to misappropriate corporate assets and defraud investors.
Appellees presented evidence that Henkel traveled to Houston twice for meetings with Sydow, was a shareholder and former NC12 director, and had previously participated in Texas litigation connected to another board service.
Henkel filed a special appearance contesting Texas courts’ personal jurisdiction; the trial court overruled his special appearance.
Appellees argued the trial court properly considered both the petition and response briefing/evidence when evaluating jurisdiction and that Henkel’s contacts (board service, meetings in Texas, investments, prior Texas litigation consent) established purposeful availment.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Texas courts have personal jurisdiction over nonresident Henkel	Henkel purposefully availed himself via board service, investment, meetings in Houston, and prior Texas litigation consent; specific jurisdiction applies because claims arise from those activities	Henkel argued lack of sufficient Texas-related acts, contesting the sufficiency of petition allegations and denying meaningful contacts with Texas	Trial court’s ruling (affirmed below): jurisdiction proper — specific jurisdiction established on facts and credibility findings
Whether the petition alone must allege jurisdictional facts	Petition plus response briefing and submitted evidence may be considered in ruling on a special appearance	Henkel argued jurisdiction must rest solely on facts pleaded in the petition	Court: both petition and response/evidence may be considered; petition need not spell out every jurisdictional fact
Whether director status alone suffices for jurisdiction	Plaintiffs: director status plus alleged tortious acts directed at Texas (meetings, assignments of assets, wrongful acts) create substantial connection	Henkel relied on Shaffer-type arguments that corporate incorporation/board role alone is insufficient absent forum-directed acts	Court: director status combined with forum-directed tortious conduct or meetings supports personal jurisdiction; corporate capacity does not shield individual liability for fraud
Whether exercise of jurisdiction comports with fair play and substantial justice	Plaintiffs: Texas has strong interest (company/business/creditors in Texas), travel burden minimal given Henkel’s global business activity	Henkel: litigation in Texas is unduly burdensome; alleged injury occurred outside Texas	Court: plaintiffs met burden; Henkel failed to show jurisdiction would be unreasonable; Texas interest and convenience factors favor jurisdiction

Key Cases Cited

Am. Type Culture Collection v. Coleman, 83 S.W.3d 801 (Tex. 2002) (standard for considering long-arm statutory reach and due process)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (purposeful availment and minimum contacts analysis)
Guardian Royal Exchange Assur., Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223 (Tex. 1991) (purposeful direction and substantial connection requirement)
Shaffer v. Heitner, 433 U.S. 186 (1977) (limitation on jurisdiction based solely on corporate incorporation without forum-directed acts)
BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (contacts must be connected to forum; distinguishing facts occurring primarily abroad)
Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (analysis of substantial connection between contacts and cause of action)