Dresser-Rand Group, Inc. and Dresser-Rand Holdings Spain, S.L.U. v. Centauro Captial S.L.U. and Joseba Grajales
448 S.W.3d 577
| Tex. App. | 2014Background
- Delaware Dresser-Rand entities sue Centauro Capital and Grajales in Texas seeking injunctive relief to preserve closing funds and stock related to a Spain-anchored acquisition.
- Centauro Capital is a Spain-based holding company; Grajales is a Spain resident and Centauro’s director.
- Trial court granted the defendants’ special appearances, dismissing the claims for lack of personal jurisdiction; plaintiffs appeal.
- Disputes involve a 2011 stock-and-cash purchase of Grupo Guascor, with post-closing adjustments and potential liabilities, all largely administered from Spain and France.
- The Agreement provides for Paris arbitration and ICC proceedings; a separate Independent Expert proceeding in Paris addresses the adjustment; plaintiffs seek Texas injunctive relief to preserve assets until Paris proceedings resolve.
- Evidence showed conduct and assets in Spain/France, no Texas offices, employees, or real estate for Centauro or Grajales; communications with Texas were limited and did not establish a substantial Texas nexus.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Texas long-arm supports specific jurisdiction | Dresser-Rand alleges Centauro’s contacts in Texas create minimum contacts | Centauro's activities were Spain-centered with no Texas nexus; no purposeful availment | No specific jurisdiction; no substantial connection to Texas facts |
| Whether Centauro’s contacts satisfy minimum contacts requirement | Past negotiations, board involvement, and stock proceeds in Texas show purposeful contacts | Contacts were incidental or Spain-focused; insufficient to establish Texas nexus | Insufficient minimum contacts; due process not satisfied |
| Whether fiduciary-shield doctrine precludes jurisdiction over Grajales | Grajales acted as Seller Representative; duties affect Texas litigation | Grajales’ role alone does not establish jurisdiction over Centauro in Texas | Not necessary to reach; upheld absence of jurisdiction irrespective of fiduciary shield |
| Whether exercise of jurisdiction comports with fair play and substantial justice | Texas litigation necessary to preserve Paris proceedings; equity concerns | Texas forum and connections are insufficient; convenience favors Spain/France | Due process not satisfied; court may not exercise jurisdiction |
Key Cases Cited
- BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (long-arm due process and minimum contacts framework)
- Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) (burden shifts to negate jurisdictional bases; minimum contacts analysis applied)
- Lisitsa v. Flit, 419 S.W.3d 672 (Tex. App.—Houston [14th Dist.] 2013) (claim-focused approach to specific jurisdiction when same contacts underlie multiple claims)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (requires substantial connection between contacts and operative facts for specific jurisdiction)
- Guardian Royal Exch. Assur., Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223 (Tex. 1991) (foreseeability and connection standards for personal jurisdiction)
- Lamar v. Poncon, 305 S.W.3d 130 (Tex. App.—Houston [1st Dist.] 2009) (comparative analysis of Texas contacts and litigation facts)