541 S.W.3d 895
Tex. App.2018Background
- POS Partners, LLC (Texas) acquired CRS and employed Richard Turman (Oklahoma) as a commissioned regional account manager; Turman also formed his own company, Specialized POS Systems, LLC.
- POSP alleges Turman diverted sales from POSP by selling POS equipment through his own company to POSP customers, including at least two Texas customers where Turman sold and installed equipment in Texas.
- Turman produced a 2013 "Sales Compensation Schedule" signed by him and a POSP employee; POSP contends the document is forged or that Turman ratified a modified compensation arrangement by accepting lower payments.
- POSP sued in Texas for breach of fiduciary duty and for a declaratory judgment construing the compensation agreement (seeking a declaration it owes Turman nothing).
- Turman filed special appearances challenging personal jurisdiction. The trial court denied them; the appellate court reviews de novo and presumes factual findings favor the judgment where the record is silent.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| General jurisdiction over Turman | Turman's employment with Texas company, purchases from Texas vendor, Texas-related communications and some sales show continuous/systematic contacts | Contacts are isolated/fortuitous and arose from POSP's unilateral choices; Turman lived/worked in Oklahoma | Denied: Turman's contacts insufficient for general jurisdiction |
| Specific jurisdiction over breach-of-fiduciary-duty claim | Turman's Texas sales/installation to POSP customers form a substantial connection to the tort | Turman's contacts were limited and some sales were through his own company, not on POSP's behalf | Affirmed: Specific jurisdiction exists as to fiduciary-duty claim (Turman's sale/installation in Texas is purposeful and related to claim) |
| Specific jurisdiction over contract-construction (declaratory) claim | Contract with Texas company and course of dealing (payments, leads) allow Texas adjudication of enforceability/ratification | Contract negotiated/executed and performed in Oklahoma; communications and payments routed through Texas are fortuitous; no substantial connection to Texas | Reversed: No specific jurisdiction for declaratory claim; contacts lack substantial connection |
| Disposition / remedy | — | — | Affirm in part, reverse in part; remand with instructions to sever and dismiss POSP's contract claim for lack of personal jurisdiction |
Key Cases Cited
- M & F Worldwide Corp. v. Pepsi-Cola Metro. Bottling Co., 512 S.W.3d 878 (Tex. 2017) (federal due‑process limits on Texas long‑arm reach; specific vs. general jurisdiction framework)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (substantial‑connection requirement for specific jurisdiction)
- Goodyear Dunlop Tires Operations, SA v. Brown, 564 U.S. 915 (U.S. 2011) (standard for general jurisdiction—continuous and systematic contacts)
- Walden v. Fiore, 571 U.S. 277 (U.S. 2014) (minimum contacts must be defendant‑centric; foreseeability alone insufficient)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (contract contacts: prior negotiations, contemplated future consequences, terms, and course of dealing inform purposeful availment)
- Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (U.S. 1984) (examples of contacts insufficient for general jurisdiction)