Leticia B. Loya v. Ian Taylor, Jacobus Sterken, Stichting Tinsel Group, Vitol Holding II S.A. and Tinsel Group, S.A.
01-14-01014-CV
Tex. App.May 4, 2015Background
- This is an appellant's reply brief (Leticia Loya) challenging the trial court's grant of special appearances by several foreign Vitol-related defendants and denial of a continuance to conduct jurisdictional discovery.
- Underlying dispute concerns the valuation and transfer of Vitol-related shares tied to a Texas divorce and other Texas residents (including Miguel Loya).
- Appellant alleges defendants (Ian Taylor, Jacobus Sterken, Tinsel Group S.A., Stichting Tinsel, VHIISA) solicited contracts with Texas residents, executed numerous agreements affecting Texas shareholders, and used Houston offices/staff in connection with the disputed stock.
- Appellant contends both general and specific jurisdiction lie in Texas based on defendants’ continuous contacts: contracts with Texans, directors/residents in Texas, regular visits/communications with Houston, use of Houston-based entities, and prior invocation of Texas courts.
- Defendants relied on Daimler and other precedent to argue lack of sufficient contacts and invoked forum-selection clauses and the fiduciary‑shield doctrine; appellant argues those defenses are inapplicable or insufficient.
Issues
| Issue | Plaintiff's Argument (Loya) | Defendant's Argument | Held (relief requested in brief) |
|---|---|---|---|
| Existence of general jurisdiction over foreign Vitol‑related defendants | Defendants have systemic, continuous contacts with Texas (multiple contracts with Texas residents, directors in Texas, Houston office central to U.S. operations, prior Texas litigation) supporting general jurisdiction despite Daimler | Daimler limits general jurisdiction over foreign corporations to their place of incorporation/PPB; defendants lack such an affiliation with Texas | Appellant argues the trial court erred: Texas has general jurisdiction over defendants and court should reverse the special appearances |
| Existence of specific jurisdiction tied to the stock dispute | Contacts relate directly to the Texas‑based injury (share transactions, communications, deposition/testimony in Texas divorce, contracts concerning Texas shareholders) — sufficient for specific jurisdiction | Defendants contend the events lack a substantial connection to Texas and Daimler/precedent require more direct nexus | Appellant argues the trial court erred: specific jurisdiction exists and special appearances should be denied |
| Effect of forum‑selection clauses and fiduciary‑shield doctrine | Forum clauses in contracts plaintiff did not sign cannot bar Texas jurisdiction; fiduciary‑shield doctrine is not adopted by Texas Supreme Court and does not protect individuals alleged to have engaged in tortious conduct directed at Texas | Defendants invoke forum clauses to show consent to another forum and rely on fiduciary‑shield to immunize corporate officers for acts in corporate capacity | Appellant argues these defenses do not negate jurisdiction; court should not treat those clauses/ doctrines as dispositive and the trial court erred in relying on them |
| Denial of continuance to conduct jurisdictional discovery | Appellant sought discovery to develop jurisdictional record (emails, contracts, communications); Daimler did not preclude discovery on contacts beyond the transaction | Defendants opposed discovery as unnecessary and relied on their special appearance proof | Appellant contends the trial court abused discretion by denying continuance; requests reversal and remand for discovery if jurisdictional doubts remain |
Key Cases Cited
- Daimler AG v. Bauman, 571 U.S. 117 (limits exercise of general jurisdiction over foreign corporations to place of incorporation or principal place of business; courts have since applied and limited its reach)
- Spir Star AG v. Kimich, 310 S.W.3d 868 (Tex. 2010) (Texas interest and efficiency in adjudicating disputes where local defendants/operations exist; foreign defendant’s use of Texas market can support jurisdiction)
- Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777 (Tex. 2005) (single contract can suffice for jurisdiction in some circumstances; analysis focuses on purposeful availment and foreseeability)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (Texas recognizes an ‘additional conduct’ standard — contacts beyond the specific transaction may show purposeful availment)
- PHC‑Minden, L.P. v. Kimberly‑Clark Corp., 235 S.W.3d 163 (Tex. 2007) (addressed jurisdictional discovery and extensive discovery on jurisdictional issues; distinguishes different fact patterns where discovery was extensive)