Michael Cagle and Martin Lake Construction, Inc. v. Timothy J. Clark, 401 S.W.3d 379

Cagle and Martin Lake Construction, Inc. appealed a trial court’s grant of a special appearance in favor of Timothy J. Clark, a New York resident.
The petition alleged Clark induced the sale of MLC to a new entity, MLES, and promised additional Texas funding that was never delivered.
MLES was formed to acquire MLC’s assets for $6.8 million, with Clark serving as Chairman of MLES’ Board; Clark helped secure financing through FCC, LLC.
After MLES formed, financing faltered and FCC filed a receivership; MLC and Cagle intervened in the case alleging misrepresentation and breach of funding promises.
The trial court dismissed Clark under its special appearance, finding no personal jurisdiction over Clark in his individual capacity, and severed the case.
The Texas Court of Appeals reversed, holding that Clark had minimum contacts with Texas prior to MLES’ formation and that jurisdiction could be exercised consistent with due process.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the trial court had personal jurisdiction over Clark.	Cagle/MLC: Clark’s pre-formation Texas contacts and later Texas meetings show purposeful availment.	Clark: Fiduciary shield and lack of pre-formation Texas acts negate personal jurisdiction.	Yes; specific jurisdiction over Clark existed.
Whether the fiduciary shield doctrine bars jurisdiction over Clark.	Clark’s acts before formation and in his individual capacity are liable in Texas.	Fiduciary shield applies to corporate officers, shielding them from jurisdiction when acting on behalf of employer.	No; fiduciary shield does not bar jurisdiction here.
Whether Clark’s pre-formation Texas contacts were enough for minimum contacts.	Clark actively sought to fund and expand in Texas, creating a substantial connection.	Contacts were insufficient or improperly analyzed due to post-formation activities.	Yes; pre-formation Texas contacts amounted to minimum contacts.
Whether exercising jurisdiction comports with fair play and substantial justice.	Texas has strong interest in protecting local business and redressing harms here.	Travel burden on Clark is substantial and requires deferring to New York forum.	Yes; exercise of jurisdiction aligns with fair play and substantial justice.

Stelly v. Tarr, 344 S.W.3d 26 (Tex. App.—Texarkana 2011) (limits of Texas long-arm to due process constraints)
World–Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (Sup. Ct. 1980) (due process requires minimum contacts)
Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801 (Tex. 2002) (Texas long-arm reaches due process limits)
Cappuccitti v. Gulf Industrial Products, Inc., 222 S.W.3d 468 (Tex. App.—Houston [1st Dist.] 2007) (pre-incorporation acts can defeat fiduciary shield for jurisdiction)
Guardian Royal Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223 (Tex. 1991) (long-arm and due process factors for jurisdiction)
Barnhill v. Automated Shrimp Corp., 222 S.W.3d 756 (Tex. App.—Houston [1st Dist.] 2007) (corporate officers may be personally liable for torts toward forum state)