Wilmington Trust, National Association v. Hsin-Chi-Su A/K/A Nobu Su, 573 S.W.3d 845

Background

Su (Taiwanese resident) is sole shareholder and president of E Whale Corporation (Liberia-incorporated) which owned the M/V E Whale; Su signed a guaranty in Taiwan guaranteeing a $91.6 million loan to E Whale.
E Whale defaulted; ship was arrested in South Africa and sold, leaving a loan deficiency. Wilmington Trust (successor agent) sued Su in Harris County to collect on the guaranty.
Su denied Texas jurisdiction, filed a special appearance; the trial court granted it and dismissed Wilmington Trust’s claims.
Wilmington Trust argued Texas courts had jurisdiction because (a) Su was the alter ego of E Whale (imputing E Whale’s Texas contacts), and (b) Su personally had purposeful Texas contacts (bankruptcy-related litigation, patent suits filed in Texas, prior trips and other Harris County litigation).
The court found Wilmington Trust failed to prove alter-ego control or that Su purposefully availed himself of Texas such that either general or specific jurisdiction exists; it affirmed dismissal.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Texas has general jurisdiction over Su via alter-ego imputation of E Whale’s contacts	Su is alter ego of E Whale because he owned all stock, shared offices, subsidized operations, and guaranteed E Whale’s debt	Su did not exercise atypical, day-to-day control; shared offices, subsidies, stock ownership alone do not prove alter ego	No alter ego; no general jurisdiction — plaintiff failed to meet burden
Whether Su’s initiation/participation in Texas litigation (bankruptcy filings/related suits) establishes purposeful availment for specific jurisdiction	Su’s bankruptcy-related filings and Texas patent suits show voluntary use of Texas courts and relate to guaranty dispute	Bankruptcy was filed by the corporation; Su signed as president; patent suits were in response to a bankruptcy sale order and not related to the guaranty	Prior bankruptcy/patent litigation do not constitute purposeful contacts tied to the guaranty; no specific jurisdiction
Whether third-party suits/arbitration in Texas (Vantage Drilling, fee arbitration) create contacts supporting jurisdiction over guaranty claim	Su’s failure to notify Wilmington Trust of those matters breached the guaranty, tying those Texas proceedings to the guaranty	Those matters were the unilateral acts of third parties and not Su’s purposeful availment; tenuous relation to guaranty	Third-party suits are insufficient and too attenuated to support specific jurisdiction
Whether Su’s occasional Texas business trips and other contacts are enough for specific jurisdiction	Su visited Texas, conducted business, and engaged in activities related to the Whale businesses, supporting a connection to the guaranty	Visits and business actions were not shown to be tied to the guaranty; guaranty was executed in Taiwan and original loan/demand occurred abroad	Occasional trips and isolated contacts lack the substantial connection to operative facts required for specific jurisdiction

Key Cases Cited

Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801 (Tex. 2002) (burden on specially appearing defendant to negate all bases for jurisdiction)
BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) (Texas long-arm construed to reach due-process limits; alter-ego veil-piercing standards)
Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) (specific-jurisdiction requires substantial connection between contacts and operative facts)
TV Azteca v. Ruiz, 490 S.W.3d 29 (Tex. 2016) (purposeful availment requires contacts purposefully directed to the forum)
Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) (party intent and subjective motives generally irrelevant to jurisdictional contacts)
PHC-Minden, L.P. v. Kimberly-Clark Corp., 235 S.W.3d 163 (Tex. 2007) (general jurisdiction requires contacts rendering defendant essentially at home)
Cornerstone Healthcare Group Holding, Inc. v. Nautic Management VI, L.P., 493 S.W.3d 65 (Tex. 2016) (private-equity parent could be subject to specific jurisdiction where it created subsidiaries to invest in Texas assets)