583 S.W.3d 318
Tex. App.2019Background
- Watamar Holding S.A., a Panamanian company, sued to enforce rights and obtain information related to a 10% interest in the Mirelis Group real estate portfolio; one disputed property (Ashford Willowbrook) is in Harris County, Texas.
- The 1998 Agreement (in French) governing the sale and call-option rights selected Swiss law and arbitration in Switzerland; prior arbitrations in Switzerland resulted in monetary awards to Watamar for unsold properties.
- Nonresident defendants SFM Holdings (Swiss holding company) and individuals Solly and Albert Lawi (Canadian citizens residing in Geneva) filed special appearances contesting Texas personal jurisdiction; several related entities conceded jurisdiction.
- At the special-appearance hearing, the trial court sustained defendants’ objection under Tex. R. Evid. 1009 to Watamar’s English translation of the 1998 Agreement (translation not authenticated) and excluded that document from the jurisdictional record.
- The trial court granted the special appearances and dismissed SFM and the Lawis for want of personal jurisdiction; Watamar appealed interlocutorily, arguing specific jurisdiction and alter-ego theories.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Texas has specific jurisdiction over SFM based on the 1998 Agreement and corporate ownership chain | SFM signed/guaranteed the 1998 Agreement and its ownership of subsidiaries connects it to Texas property | 1998 Agreement and related documents were excluded; SFM is a Swiss holding company with no direct Texas contacts and subsidiaries operate independently | No specific jurisdiction over SFM; special appearance sustained |
| Whether Texas has specific jurisdiction over Solly Lawi based on alleged role in 1998 Agreement and 2013 sale communications | Solly was architect/guarantor of the 1998 Agreement and approved sale communications | The key documents were not in record; Solly is a non-executive shareholder/board member with no purposeful Texas contacts | No specific jurisdiction over Solly Lawi; special appearance sustained |
| Whether Texas has specific jurisdiction over Albert Lawi based on prior visits and involvement in property matters | Albert visited Texas in 1978/2003 and participated in formation of the 1998 Agreement and property lists | Visits were remote in time and in corporate capacity; no personal Texas contracts, accounts, taxes, or control over subsidiaries | No specific jurisdiction over Albert Lawi; special appearance sustained |
| Whether alter-ego (jurisdictional veil-piercing) imputes forum contacts from general-appearance defendants to nonresident defendants | Parent/subsidiary/individuals exercised domination and control such that corporate separateness should be disregarded | Evidence shows typical parental investor involvement; no control of internal operations, separate management, no commingling shown | Alter-ego not established for jurisdictional purposes; cannot impute jurisdictional contacts |
Key Cases Cited
- Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801 (Tex. 2002) (standard of review for special appearances and de novo review of legal questions)
- BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (trial-court factual findings on special appearance may be challenged for sufficiency)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (legal- and factual-sufficiency review standards)
- Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (purposeful availment and three-part contacts inquiry for specific jurisdiction)
- Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333 (Tex. 2009) (plaintiff’s pleading burden and defendant’s burden to negate pleaded jurisdictional bases)
- Moncrief Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) (nonresident must reasonably anticipate being haled into court in forum)
- PHC-Minden, L.P. v. Kimberly-Clark Corp., 235 S.W.3d 163 (Tex. 2007) (jurisdictional alter-ego standard: parent must control internal operations of subsidiary)
- Searcy v. Parex Res., Inc., 496 S.W.3d 58 (Tex. 2016) (contacts must be purposeful, not random or attenuated)
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (minimum-contacts due-process framework)