Parex Resources, Inc. and Ramshorn International Limited v. ERG Resources, LLC
427 S.W.3d 407
| Tex. App. | 2014Background
- ERG (Texas) sued Parex Canada, Ramshorn (Bermuda), and Parex Bermuda arising from competing bids for Ramshorn Class A shares and alleged fraud and tortious interference with ERG’s share-purchase agreement (ERG SPA).
- Nabors (seller) negotiated sale; Nabors initially contracted with ERG (Texas) on March 9, 2012; Parex Canada later increased bids and communications with Nabors in Houston; Parex Bermuda was formed in Bermuda and closed a purchase with Nabors on April 12, 2012; Parex Canada signed a guaranty with a New York forum-selection clause.
- At a January 2012 meeting in Houston, ERG alleges Ramshorn (through Jordan “Digger” Smith) and Nabors made fraudulent representations about Ramshorn’s Colombian interests; Smith had a Houston office and relationships with Nabors entities.
- Special-appearance hearings were held. The trial court denied special appearances of Parex Canada and Ramshorn but granted Parex Bermuda’s. No written factual findings were made; extensive disputed exhibits were offered but the appellate court considered only exhibits expressly admitted.
- Appellate disposition: reversed as to Parex Canada (dismissed for lack of jurisdiction); affirmed as to Parex Bermuda (dismissed); affirmed as to Ramshorn (special appearance denied) and remanded for further proceedings as to merits against Ramshorn.
Issues
| Issue | ERG's Argument (Plaintiff) | Defendant's Argument | Held |
|---|---|---|---|
| Whether Texas courts have specific jurisdiction over Parex Canada | Parex Canada purposefully availed itself of Texas by repeatedly contacting Nabors in Houston, knew ERG was the Texas counterparty, and sought to frustrate ERG’s Texas SPA | Contacts were solicited by Nabors, related to acquiring foreign (Colombian) assets, were fortuitous/attenuated, involved only emails/calls and a data room, and transactions were structured to avoid Texas | Court: No specific jurisdiction over Parex Canada; special appearance should have been granted and claims dismissed for lack of jurisdiction |
| Whether Texas courts have general jurisdiction over Parex Canada | N/A (ERG did not primarily argue general jurisdiction) | Parex Canada lacks continuous/systematic contacts: no offices, employees, taxes, or purposeful Texas business | Court: No general jurisdiction over Parex Canada |
| Whether Parex Bermuda is subject to Texas jurisdiction | Parex Bermuda ratified Parex Canada’s contacts and purposefully acted to close transaction with notice of ERG’s Texas suit; thus subject to Texas jurisdiction | Parex Bermuda was incorporated and executed SPA in Bermuda; limited emails/calls; New York forum clause; contacts too attenuated | Court: No specific jurisdiction over Parex Bermuda; trial court’s grant of special appearance affirmed |
| Whether Ramshorn is subject to Texas jurisdiction | Ramshorn, through Smith (a Houston-based actor represented as Ramshorn’s president), made misrepresentations in Houston giving rise to fraud claims | Ramshorn denies Smith was its agent or president; claims contacts were at Nabors’ control; travel burden and foreign-law issues make jurisdiction unreasonable | Court: Sufficient evidence Smith was Ramshorn’s president/agent and acted in Texas; specific jurisdiction appropriate over Ramshorn; special appearance denial affirmed |
Key Cases Cited
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (minimum contacts and due-process framework for personal jurisdiction)
- Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777 (Tex. 2005) (rejects jurisdiction based solely on effects of out-of-state tort; focus on defendant’s contacts)
- Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) (directed-tort doctrine insufficient; contacts in forum required)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (purposeful availment inquiry and specific vs. general jurisdiction)
- Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333 (Tex. 2009) (plaintiff bears burden to plead jurisdictional facts; shifts to defendant to negate bases)
- Marchand v. BMC Software Belgium, N.V., 83 S.W.3d 789 (Tex. 2002) (special-appearance evidentiary standards and de novo review)
- Coleman v. Am. Type Culture Collection, Inc., 83 S.W.3d 801 (Tex. 2002) (standard of review on special appearance)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (foreseeability and purposeful availment principles)
- Calder v. Jones, 465 U.S. 783 (U.S. 1984) (effects test; examined in relation to Michiana’s limits)
- Keeton v. Hustler Magazine, Inc., 465 U.S. 770 (U.S. 1984) (contacts with forum through circulation/sales relevant to jurisdiction)