Personal Touch Holding Corp., and PT Intermediate Holding, Inc. v. LMS Consulting, LLC
04-14-00827-CV
Tex. App.Mar 4, 2015Background
- Suit for breach of recruiting and staffing contracts and tortious interference; LMS contends Appellants operated in Texas under the alias Personal Touch Home Care, Inc.
- Appellants and related entities function as a single entity under the Personal Touch brand, controlled from Bayside, New York.
- Contracts with LMS were executed under the alias Personal Touch Home Care, Inc. and performed in Texas for over two years.
- LMS alleges Appellants recruited Texas residents and directed personnel decisions and payroll for Texas operations.
- Trial court denied special appearances; LMS asserted both specific and general jurisdiction, and veil piercing as alternative.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Appellants negated all bases of jurisdiction | LMS contends there are specific and general bases. | PT argues records show no Texas presence; not doing business as PT Home Care, Inc. | Yes, on de novo review, jurisdiction bases upheld. |
| Whether exercise of jurisdiction comports with fair play and substantial justice | Jurisdiction arises from purposeful Texas activities. | Jurisdiction would be unfair due to lack of distinct entity. | Jurisdiction satisfies due process. |
| Whether Texas contacts of PT Dallas/San Antonio can be attributed via veil piercing | Parent controls Texas operations; contacts should be imputable. | No separate entities to pierce; acts are distinct. | Voided by evidence of control; veil piercing supported. |
Key Cases Cited
- Spir Star AG v. Kimich, 310 S.W.3d 868 (Tex. 2010) (minimum contacts and due process standard for jurisdiction compatible with long-arm statute)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (specific vs general jurisdiction; purposeful availment)
- BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (burden-shifting framework for special appearances; implied findings when none weighed)
- Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333 (Tex. 2009) (long-arm statute broad doing-business language and due-process alignment)
- Cappuccitti v. Gulf Indus. Prods., Inc., 222 S.W.3d 468 (Tex. 2007) (veil-piercing considerations; factors for determining parent-subsidiary unity)