499 S.W.3d 78
Tex. App.2016Background
- Phillips Development & Realty, LLC (Florida) is the nominal parent of single-asset subsidiaries; PDRH, LLC (North Carolina) is a subsidiary. LJA Engineering & Surveying, Inc. (Texas) is an engineering firm based in Houston.
- LJA performed engineering services (2008–2012) for two proposed apartment projects in Galveston County (Kemah and League City). Work was performed in Houston/Galveston.
- A Professional Services Agreement (the Agreement) for the Kemah project was signed April 15, 2008 by Heath Hans, who signed in the contract as preconstruction manager for Phillips; LJA alleges Phillips breached by failing to pay $122,208.63.
- Phillips filed a special appearance arguing Texas lacks personal jurisdiction because the Agreement was mistakenly executed in Phillips’s name and the proper contracting party was PDRH; Phillips submitted affidavits denying Texas contacts.
- LJA controverted with affidavits and documents (contracts, title commitments, emails, records of multiple visits to Texas by Phillips representatives) asserting Phillips entered the Agreement, accepted services in Texas, and purposefully availed itself of Texas.
- The trial court denied Phillips’s special appearance, made factual findings supporting specific jurisdiction, and the court of appeals affirmed on the basis of specific jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Texas may exercise specific personal jurisdiction over Phillips | LJA: Phillips entered a contract with a Texas company to be performed in Texas and engaged in repeated Texas contacts tied to the project | Phillips: Contract was mistakenly executed in its name; true contracting party was PDRH; Phillips lacked purposeful contacts with Texas | Court: Held specific jurisdiction exists — evidence supports that Phillips entered the Agreement, accepted services, and purposefully availed itself of Texas |
| Sufficiency of evidence supporting trial court findings on contacts and authorization to sign | LJA: Affidavits, contracts, title commitments, emails, and records of trips to Texas show Phillips’s role and Hans’s authority | Phillips: Affidavits denying authority, asserting Hans was unauthorized and trips/actions were for PDRH, not Phillips | Court: Found LJA’s evidence legally and factually sufficient; trial court findings not against great weight of evidence |
| Admissibility / timeliness of LJA’s supplemental affidavit (Patch) | LJA: Supplemental affidavit was necessary to controvert Phillips’s affidavits; trial court had discretion to consider it despite late filing | Phillips: Supplemental affidavit filed 3 days before hearing (Rule 120a(3) requires 7 days); objections should exclude or strike it | Held: Appellate majority concluded trial court did not abuse discretion in considering late affidavit and implicitly overruled objections; concurrence disagreed on implicit ruling but concurred in judgment |
| Whether exercising jurisdiction offends traditional notions of fair play and substantial justice | LJA: Texas has strong interests (injury to Texas corporation, work performed in Texas); litigation in Texas is reasonable given contacts | Phillips: Being a Florida entity without Texas offices, defending in Texas is unduly burdensome | Court: Balancing factors, court held asserting jurisdiction is reasonable and does not offend fair play and substantial justice |
Key Cases Cited
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (framework for personal jurisdiction analysis)
- Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653 (Tex. 2010) (burden-shifting in special-appearance jurisdictional disputes)
- BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (minimum-contacts and due-process discussion)
- Helicopteros Nac. de Colom., S.A. v. Hall, 466 U.S. 408 (U.S. 1984) (contacts for general jurisdiction)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (purposeful availment and specific jurisdiction principles)
- Spir Star AG v. Kimich, 310 S.W.3d 868 (Tex. 2010) (reasonableness and burden analysis in jurisdiction inquiry)
- Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333 (Tex. 2009) (fair play and substantial justice balancing factors)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standards for legal and factual sufficiency review)