Vinmar Overseas Singapore PTE LTD v. PTT International Trading PTE LTD
538 S.W.3d 126
| Tex. App. | 2017Background
- Vinmar Overseas Singapore PTE Ltd (Singapore corporation with a Houston presence) sued PTT International Trading PTE Ltd (Singapore corporation) and former employee Bhuvaraha Krishnan after Krishnan left Vinmar to work for PTT.
- Krishnan signed an employment agreement with non-solicitation and non-disparagement clauses that designated Texas law and consented to Texas courts; Krishnan lived and worked in Singapore. The record does not show where the agreement was executed or performed.
- Vinmar alleged PTT induced Krishnan to breach the agreement, misappropriated trade secrets/confidential information, disparaged Vinmar, tortiously interfered with the employment agreement, and conspired with Krishnan.
- PTT moved for a special appearance, submitting sworn evidence that it is headquartered and operates solely in Singapore, conducted its dealings with Krishnan and Vinmar in Singapore, has no offices, agents, bank accounts, or property in Texas, and that parallel litigation exists in Singapore.
- The trial court granted PTT’s amended special appearance, concluding Texas courts lacked personal jurisdiction over PTT; Vinmar appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Texas courts have specific personal jurisdiction over PTT for tort claims | Vinmar: PTT knowingly employed Krishnan despite being put on notice of his Texas-governed employment agreement and thus is subject to Texas jurisdiction | PTT: All conduct occurred outside Texas; PTT has no Texas contacts or business and did not commit any tort in whole or in part in Texas | No—PTT lacks sufficient minimum contacts; special appearance granted |
| Whether the Calder "effects test" supports jurisdiction where defendant knew plaintiff would feel injury in forum | Vinmar: PTT’s knowledge of the agreement and effects on Vinmar in Texas satisfies the effects test | PTT: Mere knowledge of effects felt in Texas is insufficient absent conduct aimed at Texas | No—Walden and Texas precedent require defendant’s own conduct aimed at forum; knowledge alone insufficient |
| Whether Texas forum-selection clause in Krishnan’s contract binds non-signatory PTT ("closely-related party" theory) | Vinmar: PTT is closely related to Krishnan and should be bound by the contract’s Texas forum clause | PTT: It is a non-signatory with separate contacts; no agency/alter-ego relationship or voluntary submission to Texas forum | No—court declines to apply closely-related-party theory to bypass due-process analysis; contacts assessed individually |
| Whether plaintiff alleged a tort "in whole or in part" in Texas under Texas long-arm statute | Vinmar: Alleged misappropriation, disparagement, and interference harmed Vinmar (which has Houston operations) | PTT: Vinmar failed to plead or show any tortious act occurring in Texas; evidence shows acts occurred in Singapore/abroad | No—Vinmar did not plead location of torts; PTT negated jurisdictional basis and met its burden |
Key Cases Cited
- BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (standard of review and personal-jurisdiction framework)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (relatedness requirement for specific jurisdiction)
- Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) (plaintiff’s pleading burden re: long-arm statute and claim-by-claim relatedness)
- Walden v. Fiore, 134 S. Ct. 1115 (U.S. 2014) (limits Calder effects test; defendant’s own forum-directed conduct required)
- Searcy v. Parex Res., Inc., 496 S.W.3d 58 (Tex. 2016) (knowledge of plaintiff’s forum connections alone insufficient for jurisdiction)
- M&F Worldwide Corp. v. Pepsi-Cola Metro. Bottling Co., Inc., 512 S.W.3d 878 (Tex. 2017) (purposeful availment and focus on defendant’s contacts)
- TV Azteca v. Ruiz, 490 S.W.3d 29 (Tex. 2016) (additional conduct required where defendant’s product reaches forum)