Gail Friend and Gail Friend, P.C. v. Acadia Holding Corporation, Acadia Life Limited, Carey Sunderlage, and Linda Sunderlage
05-16-00286-CV
| Tex. App. | Apr 27, 2017Background
- Plaintiff Gail Friend invested in offshore insurance/captive arrangements (PBT Plan, Maven Trust) and later Acadia Life Limited after meetings in Canada with Tracy and Carey Sunderlage.
- Friend alleges misrepresentations, concealment, and breaches by multiple defendants, and that she lost approximately $800,000 invested in an Acadia Life policy.
- Acadia Life is a Bermuda company; Acadia Holding is a Delaware corporation with principal place of business in Florida. Neither has offices, agents, or conducts business in Texas, and the insurance application at issue was executed in Canada.
- Acadia Life’s application included an acknowledgment that it transacts insurance solely from Bermuda and a waiver of claims of solicitation outside Bermuda; Acadia Holding’s president submitted an affidavit denying contacts with Friend or Texas.
- Friend argued Texas jurisdiction based on alleged acts and agency/conspiracy theories tying the Sunderlages and Acadia entities to Texas; Acadia moved to dismiss via special appearances asserting lack of personal jurisdiction.
- The trial court granted Acadia Life’s and Acadia Holding’s special appearances; the court of appeals affirmed, holding neither general nor specific jurisdiction existed over the nonresidents.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Texas courts have personal jurisdiction over Acadia Life and Acadia Holding | Friend contends Acadia (and its agents) induced her investment and that acts/agency/conspiracy tie Acadia to Texas | Acadia argues it has no purposeful contacts with Texas, the application was executed in Canada, and agency/conspiracy allegations do not establish jurisdiction | Court held no personal jurisdiction: neither general nor specific jurisdiction exists over Acadia Life or Acadia Holding |
| Whether agency or conspiracy by Sunderlages imputes Acadia’s contacts to Texas | Friend alleges Acadia’s agents (e.g., Tracy) acted for Acadia, forging documents and soliciting from Texas | Acadia contends no pleaded or provable agency; investment managers were independent contractors and cannot bind Acadia; conspiracy effects alone are insufficient | Court held effects-of-conspiracy and unpleaded agency allegations cannot alone establish jurisdiction; plaintiff failed to show agency or impute contacts |
| Whether alleged policy-related contacts (policyholder’s Texas driver’s license, payments from Texas) support jurisdiction | Friend points to policy application containing a Texas license copy and payments originating from Texas as contacts | Acadia emphasizes the application was signed in Canada, and those contacts are insufficient and attenuated | Court held those contacts do not show purposeful availment or continuous/systematic contacts to support jurisdiction |
| Whether trial court’s factual findings (implicit) and record support special appearance ruling | Friend challenges sufficiency of evidence to deny jurisdiction | Acadia produced affidavits and documentary evidence negating Texas contacts; burden shifts to nonresident after plaintiff pleads jurisdictional facts | Court reviewed de novo and found evidence supported special appearances; ruling affirmed |
Key Cases Cited
- BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (framework for pleading burden and long-arm statute)
- Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142 (personal jurisdiction is question of law; review de novo)
- International Shoe Co. v. Washington, 326 U.S. 310 (minimum contacts and due process standard)
- Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777 (contacts must not be random, fortuitous, or attenuated)
- World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (anticipation of being haled into forum courts)
- Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (distinguishing general vs. specific jurisdiction)
- Gaines v. Kelly, 235 S.W.3d 179 (apparent authority and estoppel principles for agency)