463 S.W.3d 614
Tex. App.2015Background
- Waller Marine (Texas corp.) contracted with Manning Industries, Inc. (MII, Texas) to perform services including dual-fuel conversions and TIL installations for offshore power plants; Waller advanced most contract funds to MII.
- TPIC (South Dakota LLC) and its sole member Magie (Utah/Minnesota resident) contracted to provide consulting services to MII after MII’s contract with Waller; neither maintained a Texas residence or regular Texas place of business.
- MII failed to perform key work; Waller completed the projects and sued MII and its officers for breach, fraud, unjust enrichment, and money had and received.
- Waller later amended to add Magie and TPIC, alleging they formed a partnership with MII and that Magie (but not TPIC) was liable as a partner; Waller did not sue the partnership as an entity.
- Magie and TPIC filed special appearances asserting lack of personal jurisdiction; the trial court granted them and the appellate court reviewed that interlocutory ruling.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Texas courts have specific personal jurisdiction over Magie/TPIC | Magie/TPIC had multiple Texas contacts (Houston meetings, coordination of shipments to Orange, inspections in Texas, emails, payments) tied to the Waller–MII services project, so jurisdiction exists | Contacts are insufficiently connected to Waller’s claims; defendants are nonresidents and their Texas activities do not give rise to Waller’s causes of action | No specific jurisdiction: contacts lack the required substantial connection to the operative facts; special appearances properly granted |
| Whether alleged partnership with Texas residents establishes jurisdiction over Magie/TPIC | Partnership with MII/Manning makes Magie/TPIC subject to jurisdiction via partners’ Texas activities | Existence of partnership goes to liability, not purposeful availment; partnership allegations aren’t dispositive for jurisdiction | Partnership allegation alone does not establish minimum contacts for jurisdiction |
| Whether TPIC is even a defendant on the merits | TPIC named as defendant; Waller argues liability via partnership | Waller’s petition asserts no substantive claim against TPIC | TPIC not shown to be subject of Waller’s claims; lacking claims, its Texas contacts are unrelated and jurisdictionally insufficient |
| Whether profit from services in Texas suffices for jurisdiction | Magie/TPIC profited from work related to the project; profit establishes purposeful availment | Even if services/profit occurred, contacts must be substantially connected to the operative facts of the litigation | Profit/service evidence alone insufficient without a substantial connection to Waller’s pleaded claims |
Key Cases Cited
- Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801 (Tex. 2002) (burden on special-appearing defendant to negate all bases for jurisdiction)
- BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (trial court may resolve fact questions; implied findings reviewed de novo)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (specific-jurisdiction requires substantial connection between contacts and operative facts)
- Kelly v. Gen. Interior Const., Inc., 301 S.W.3d 653 (Tex. 2010) (focus on relationship among defendants, forum, and litigation for specific jurisdiction)
- Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) (specific-jurisdiction analysis generally claim-by-claim)
- Zac Smith & Co. v. Otis Elevator Co., 734 S.W.2d 662 (Tex. 1987) (partnership/joint-venture contacts may be relevant to jurisdiction when project is wholly performable in Texas)
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (minimum contacts and fair play substantial justice standard)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (structuring transactions to avoid forum can show lack of purposeful availment)