M & F Worldwide Corp. v. Pepsi-Cola Metropolitan Bottling Co., 512 S.W.3d 878

Pepsi (New Jersey company; principal place of business in New York) sued Cooper defendants (Texas-based) and the Mafco defendants (Delaware corporations with NY/NJ principal places) after a 2011 settlement in a New York suit altered indemnity arrangements tied to asbestos Product Claims.
Pneumo Abex (formerly a subsidiary of International Holdings) had reciprocal indemnity obligations with Pepsi; Cooper and Mafco Worldwide had separate indemnity obligations to Pneumo Abex for the same Product Claims.
Parties negotiated a plan ("Plan C") to resolve those obligations; Mafco representatives made two trips to Texas in 2009 and exchanged many communications with Texas-based Cooper representatives, but most negotiations occurred in New York/Washington, D.C.
The New York litigation settled in 2011 by a settlement that (among other things) transferred Pneumo Abex to a Delaware trust, required Cooper and others to fund the trust, and left a Delaware trustee structure; the settlement contained New York choice-of-law and forum-selection clauses.
After the settlement, Pneumo Abex hired Integra (a Delaware company with offices in Spring, Texas) to manage claims; some Pneumo Abex records and transition activity occurred in Texas. Pepsi later sued Mafco and Cooper for fraudulent transfer, tortious interference, and conspiracy, alleging the trust was underfunded and that Texas courts have jurisdiction over Mafco.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Texas has specific personal jurisdiction over Mafco defendants	Mafco negotiated Plan C in Texas, sent hundreds of communications to Texas, and the settlement led to substantial performance in Texas (Integra-managed operations)	Mafco did not commit torts in Texas; planning in Texas is insufficient; Texas connections arise from third parties and post-settlement choices	No specific jurisdiction: negotiations/meetings in Texas and knowledge of Integra’s Texas role do not establish purposeful availment tied to Pepsi’s claims
Whether planning a tort in Texas suffices for jurisdiction	Planning and meetings in Texas show purposeful availment	Planning without tortious acts causing injury in Texas is insufficient	Planning alone is insufficient when the operative tortious acts and injuries occurred outside Texas
Whether third-party selection/placement of management company in Texas creates jurisdiction	Trust management in Texas shows agreement was to be performed in Texas	Selection/location by third parties and unilateral acts cannot confer jurisdiction	Third-party unilateral choices (Integra selection/location) do not constitute purposeful availment by Mafco
Whether trial court should resolve general jurisdiction sua sponte	Plaintiff did not press general jurisdiction here as alternative	Defendants argue general jurisdiction plainly does not apply	Court remanded to court of appeals to address general jurisdiction in the first instance

Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) (de novo review of jurisdiction; purposeful-availment framework)
BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (planning a tort in Texas insufficient when the operative conduct and reliance occurred elsewhere)
Walden v. Fiore, 571 U.S. 277 (2014) (federal due-process limits on jurisdiction; only defendant’s forum contacts matter)
Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945) (minimum contacts and traditional notions of fair play as jurisdictional baseline)
Goodyear Dunlop Tires Operations, SA v. Brown, 564 U.S. 915 (2011) (general jurisdiction requires being essentially at home in the forum)
PHC-Minden, LP v. Kimberly-Clark Corp., 235 S.W.3d 163 (Tex. 2007) (distinguishes general and specific jurisdiction)
Spir Star AG v. Kimich, 310 S.W.3d 868 (Tex. 2010) (specific-jurisdiction claim-by-claim analysis)
Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (substantial connection requirement for specific jurisdiction)
Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777 (Tex. 2005) (defendant’s contacts must show purposeful availment; unilateral acts of others insufficient)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (contractual relations may create jurisdiction when substantial forum connection exists)
Zac Smith & Co. v. Otis Elevator Co., 734 S.W.2d 662 (Tex. 1987) (contract wholly performable in Texas supports jurisdiction)