439 S.W.3d 538
Tex. App.2014Background
- Derivative suit by Richardson (trustee) on Transocean's behalf against Swiss directors in Texas; Transocean is a Swiss corporation with a Houston-based American subsidiary
- Deep Water Horizon explosion (April 2010) caused significant costs, liability, and reputational harm to Transocean
- Transocean's board moved to dismiss for forum non conveniens in favor of Switzerland; trial court dismissed
- Swiss law governs the derivative claims under Texas law for foreign-corporation proceedings
- Transocean is domiciled in Switzerland; its board largely operates from Switzerland; Swiss law and procedures implicated in discovery and liability
- Court affirmatively ruled no reversible error in the trial court’s forum non conveniens analysis, weighing private and public factors in favor of Switzerland
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether trial court abused discretion on forum non conveniens | Richardson contends factors weighed in favor Houston | Transocean argues Switzerland is adequate and factors favor dismissal | No reversible error; discretion not abused; balance favored Switzerland |
| Private-interest factors favoring forum | Texas site's convenience due to subsidiary operations and witnesses | Swiss governance and evidence central; Texas witnesses less persuasive | Trial court reasonably balanced; private factors favored Switzerland |
| Public-interest factors and application of Swiss law | Swiss law application not dispositive; local interests trump | Complex Swiss-law issues and administration burdens favor Switzerland | Public factors supported dismissal; Swiss forum appropriate |
| Enforceability and personal jurisdiction concerns | Some directors reside in Texas; enforceability favored Texas | Individual director jurisdiction limited; full enforcement in Texas not assured | Appellate balance supported dismissal; enforceability concerns not dispositive |
Key Cases Cited
- Gulf Oil Corp. v. Gilbert, 330 U.S. 501 (1947) (central Gulf Oil factors guiding forum non conveniens)
- Quixtar, Inc. v. Signature Mgmt. Team, LLC, 315 S.W.3d 28 (Tex. 2010) (central Gulf Oil framework and deference for forum choice)
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (1981) (adequate alternative forum required for dismissal)
- Roster v. Am. Lumbermens Mut. Cas. Co., 330 U.S. 518 (1947) (internal affairs consideration and administration of action)
- Siskind v. Villa Found. for Educ., 642 S.W.2d 434 (Tex. 1982) (jurisdiction over directors not imputed from corporation)
- Walz v. Martinez, 307 S.W.3d 374 (Tex.App.-San Antonio 2009) (individuals not imputed jurisdiction through corporate contacts)
- Nichols v. Tseng Hsiang Lin, 282 S.W.3d 743 (Tex.App.-Dallas 2009) (corporate contacts do not grant personal jurisdiction over directors)
- In re Crown Castle Int’l Corp., 247 S.W.3d 349 (Tex.App.-Houston [14th Dist.] 2008) (derivative suits and corporate governance framework)