In the Court of Appeals Second Appellate District of Texas at Fort Worth ___________________________ No. 02-20-00248-CV ___________________________
ADAM LARGENT, Appellant
V.
CASSIUS CLASSIC CARS & EXOTICS, LLC, Appellee
On Appeal from the 48th District Court Tarrant County, Texas Trial Court No. 048-316092-20
Before Kerr, Birdwell, and Wallach, JJ. Memorandum Opinion by Justice Birdwell MEMORANDUM OPINION
In 2020, Cassius Classic Cars & Exotics, LLC brought suit in Texas against Adam
Largent, a Washington resident. Cassius alleged DTPA violations, fraud, breach of
contract, and negligence. Largent filed a special appearance in which he argued that
Texas lacked personal jurisdiction over him. The trial court denied the special
appearance, and Largent appealed.
In resolving this appeal, we draw guidance from Moncrief Oil International Inc. v.
OAO Gazprom, 414 S.W.3d 142, 147 (Tex. 2013). That case’s comparable facts and
salient reasoning show that Texas can assert specific jurisdiction over Cassius’s DTPA,
fraud, and contract claims. However, Moncrief Oil also counsels that Cassius fell short
of establishing minimum contacts for its negligence claim. We therefore reverse and
render a judgment of dismissal as to the negligence claim. We affirm the denial of the
special appearance in all other respects.
I. STANDARD OF REVIEW
In a challenge to personal jurisdiction, the plaintiff and the defendant bear
shifting burdens of proof. Old Republic Nat’l Title Ins. v. Bell, 549 S.W.3d 550, 559 (Tex.
2018). The plaintiff bears the initial burden of pleading allegations that suffice to permit
a court’s exercise of personal jurisdiction over the nonresident defendant. Id.; Searcy v.
Parex Res., Inc., 496 S.W.3d 58, 66 (Tex. 2016). To determine whether the plaintiff
satisfied its pleading burden and to determine the basis for jurisdiction alleged by the
plaintiff, a court considers the allegations in the plaintiff’s petition as well as those in its
2 response to the defendant’s special appearance. Am. Refrigeration Co. v. Tranter, Inc., No.
02-15-00265-CV, 2016 WL 5957018, at *3 (Tex. App.—Fort Worth Oct. 13, 2016, no
pet.) (mem. op.); accord Madison Dev. Grp. LLC v. Mattress Firm, Inc., 608 S.W.3d 376,
388–89 (Tex. App.—Houston [1st Dist.] 2020, no pet.). Once the plaintiff has met this
burden, the defendant then assumes the burden of negating all potential bases for
personal jurisdiction in the plaintiff’s pleadings. Searcy, 496 S.W.3d at 66.
The ultimate question of whether a court has personal jurisdiction over a
nonresident defendant is a question of law we review de novo. Old Republic, 549 S.W.3d
at 558. When the trial court does not issue findings of fact and conclusions of law, we
imply all relevant facts necessary to support the judgment that are supported by
evidence. Id.; Moncrief Oil, 414 S.W.3d at 150. We may review these findings for legal
and factual sufficiency. BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex.
2002).
II. APPLICABLE LAW
Texas courts have personal jurisdiction over a defendant when the Texas long-
arm statute grants jurisdiction and the exercise of jurisdiction comports with federal
and state constitutional guarantees of due process. Searcy, 496 S.W.3d at 66. Texas’s
long-arm statute stretches as far as due process will allow, so federal due-process
requirements shape the contours of Texas courts’ jurisdictional reach. Id.
A state’s exercise of jurisdiction comports with federal due process if (1) the
nonresident defendant has “minimum contacts” with the state and (2) the exercise of
3 jurisdiction “does not offend traditional notions of fair play and substantial justice.”
Cornerstone Healthcare Grp. Holding, Inc. v. Nautic Mgmt. VI, L.P., 493 S.W.3d 65, 70 (Tex.
2016) (cleaned up) (quoting Walden v. Fiore, 571 U.S. 277, 283, 134 S. Ct. 1115, 1121
(2014)). A defendant establishes minimum contacts with a forum when it purposefully
avails itself of the privilege of conducting activities within the forum state, thus invoking
the benefits and protections of its laws. Moncrief Oil, 414 S.W.3d at 150. Three primary
considerations underlie the purposeful-availment analysis: (1) only the defendant’s
contacts with the forum are relevant, not the unilateral activity of another party or third
person; (2) the defendant’s acts must be purposeful and not random, isolated, or
fortuitous; and (3) the defendant must seek some benefit, advantage, or profit by
availing itself of the forum such that it impliedly consents to suit there. Cornerstone, 493
S.W.3d at 70–71. Although physical presence in the forum is a relevant contact, it is
not a prerequisite to jurisdiction. Cornerstone, 493 S.W.3d at 71 (quoting Walden, 571
U.S. at 285, 134 S. Ct. at 1122).
Minimum contacts may create either general or specific personal jurisdiction.
TV Azteca v. Ruiz, 490 S.W.3d 29, 37 (Tex. 2016). A court has general jurisdiction over
a nonresident defendant whose affiliations with the state are so continuous and
systematic as to render it essentially at home in the forum state. Daimler AG v. Bauman,
571 U.S. 117, 127, 134 S. Ct. 746, 754 (2014). For an individual such as Largent, the
paradigm forum for the exercise of general jurisdiction is the individual’s domicile. Id.
at 137, 134 S. Ct. at 760. When a court has general jurisdiction over a nonresident, it
4 may exercise jurisdiction “even if the cause of action did not arise from activities
performed in the forum state.” TV Azteca, 490 S.W.3d at 37 (quoting Spir Star AG v.
Kimich, 310 S.W.3d 868, 872 (Tex. 2010)).
“Unlike general jurisdiction, which requires a more demanding minimum
contacts analysis, specific jurisdiction may be asserted when the defendant’s forum
contacts are isolated or sporadic, but the plaintiff’s cause of action arises out of those
contacts with the state.” Spir Star, 310 S.W.3d at 873 (citations and internal quotations
omitted). To assess whether there is specific jurisdiction, we focus on the relationship
among the defendant, the forum, and the litigation. Id. Specific jurisdiction is
appropriate when (1) the defendant’s contacts with the forum state are purposeful, and
(2) the cause of action arises from or relates to the defendant’s contacts. Id. Parties
who reach out beyond one state and create continuing relationships and obligations
with citizens of another state are subject to regulation and sanctions in the other state
for the consequences of their activities. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 473,
105 S. Ct. 2174, 2182 (1985); Moncrief Oil, 414 S.W.3d at 151. Where individuals
purposefully derive benefit from their interstate activities, it may well be unfair to allow
them to escape having to account in other states for consequences that arise proximately
from such activities. Burger King, 471 U.S. at 473–74, 105 S. Ct. at 2183. However, “but-
for causation alone is insufficient” to establish minimum contacts; it is not enough that
the harm would not have been possible without the defendant’s contacts. Moncrief Oil,
5 414 S.W.3d at 157 (citing Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 585 (Tex.
2007)).
Specific jurisdiction requires us to analyze jurisdictional contacts on a claim-by-
claim basis. Id. at 150. A plaintiff bringing multiple claims that arise out of different
forum contacts of the defendant must establish specific jurisdiction for each claim. Id.
III. MINIMUM CONTACTS
On appeal, Largent brings three issues, which relate to (1) whether the trial court
erred in denying the special appearance (2) because there is no general jurisdiction and
(3) no specific jurisdiction.
In Cassius’s petition and response to the special appearance, it alleged the
following facts pertaining to Largent’s contacts with Texas:
• Largent marketed himself online as a seller of vintage trucks and a restoration
expert, and the Texas-based company Cassius came across that marketing.
Cassius bought a truck from Largent through an eBay auction. After the auction,
Largent called Cassius in Texas, without any invitation on Cassius’s part, to
inquire about doing further business.
• Largent proposed a plan: Cassius would loan Largent a truck and a trailer (which
were located in Texas), and Largent would transport two vintage Broncos
belonging to Cassius from Texas to Washington for restoration. On the call,
Largent also convinced Cassius to meet with him in person.
6 • Largent traveled to Cassius’s office in Texas to pitch the company on a
continuing business venture. Largent gave a prepared sales presentation in which
he represented that he had the skill required to restore vintage vehicles for a
fraction of his competitor’s prices.
• At the meeting, Largent and Cassius negotiated a contract price ($15,000) for the
plan to haul Cassius’s Broncos back to Largent’s shop in Washington. While
Largent was in Texas, Cassius paid him the $15,000 and lent him the truck and
trailer.
• Once back in Washington, Largent neglected to repair the Broncos.
• Via communications with Texas, Largent continued to sell Cassius vehicles that
Largent assured were of the highest quality.
• Largent told Cassius that the truck he had used to haul the Broncos to
Washington was “fried.” Largent convinced Cassius to pay for third-party
shipping to get the truck back to Texas, whereupon Cassius learned that it was
simply out of fuel. Cassius began to question the quality of Largent’s work. It
told Largent to stop all work, but Largent continued to do unauthorized
restorative work and bill Cassius for it in Texas. Cassius also demanded the
return of its truck and trailer, but Largent failed to return them.
Cassius brought four causes of action against Largent: DTPA violations, fraud, breach
of contract, and negligence.
7 Based on this factual scenario, we see nothing that approaches general
jurisdiction. There was little about Largent’s dealings with Cassius or his single visit to
the state that would have made him essentially at home here. See Daimler, 571 U.S. at
127, 134 S. Ct. at 754. We sustain Largent’s second issue. Thus, the question is whether
Texas may assert specific jurisdiction over Cassius’s claims.
Moncrief Oil provides a useful framework for analyzing specific jurisdiction in this
case. There, the Texas-based oil company Moncrief Oil had a business relationship
with the Russian oil company Gazprom. Moncrief Oil, 414 S.W.3d at 148. Moncrief Oil
also had dealings with the California-based Occidental Petroleum, with which it had an
alleged trade secret: a planned joint venture to build a gas facility in Texas. Id. In 2004,
the three companies began talks to establish a natural gas importing concern in the US.
Id. During negotiations, Moncrief Oil disclosed its trade-secret information to
Gazprom at various meetings, first in Russia, then in Washington D.C., Boston, and
Texas. Id. But Gazprom later met with Occidental representatives in California, and
the meeting allegedly led Occidental to terminate its proposed joint venture with
Moncrief Oil. Id. Gazprom’s subsidiary then formed its own US subsidiary to sell
natural gas to the US market. Id. at 148–49.
Moncrief Oil sued Gazprom and its subsidiaries for trade-secret
misappropriation and tortious interference with its Occidental business dealings. Id. at
149. The trial court granted the Gazprom defendants’ special appearances. Id.
8 On appeal, the Texas Supreme Court reversed in part, holding that Texas courts
could exercise personal jurisdiction over the trade-secret tort claims because they arose,
in substantial part, from business meetings held in Texas where the trade secrets were
divulged. Id. at 153–54. However, the court held that Texas could not maintain
jurisdiction over the tortious-interference claims because, in relevant part, they arose
from the California meeting that allegedly led to the termination of Occidental’s joint
venture with Moncrief Oil. Id. at 156–57.
Similar treatment is warranted here. As with Moncrief Oil’s trade-secret claim,
Cassius’s claims for DTPA violations, fraud, and breach of contract arose in large part
from a meeting in Texas as well as other contacts with Texas. In light of those
substantial contacts and their connection to Cassius’s causes of action, these claims
satisfy the first prong of our due-process inquiry. However, as we explain, Cassius’s
negligence claim better resembles Moncrief Oil’s tortious-interference claims in that the
negligence claim has little to do with the Texas meeting or any other Texas contacts,
and therefore, specific jurisdiction over that claim is not appropriate.
A. Cassius’s DTPA, Fraud, and Contract Claims
The initial dealings between Largent and Cassius, which took place via eBay and
telephone, make only minor contributions to our minimum-contacts analysis.1 A more
1 The alleged fact that Cassius bought a car from Largent via eBay, standing alone, adds little to the jurisdictional mix, because the website was not Largent’s own dedicated ecommerce site and there was no allegation that it offered a substantial opportunity for
9 significant and substantial set of contacts was that Largent arranged and attended a
meeting in Texas in order to propose a continuing business arrangement with Cassius,
to negotiate and seal an agreement, to borrow a truck and trailer, and to collect and haul
the two Broncos back to Washington. Three of Cassius’s claims—DTPA, fraud, and
breach of contract—appear to arise from those purposeful Texas contacts. As Cassius
explained in its response to the special appearance, Largent made fraudulent and
deceptive representations during the Texas meeting, including representations
concerning Largent’s qualifications and the quality of his cars. Furthermore, the Texas
meeting birthed the continuing contractual relationship that Largent allegedly breached
in the ensuing months, and Largent partially performed the first of the contracts in
Texas. Just as Moncrief Oil’s trade-secret claims could constitutionally be heard in
Texas because they partially arose out of a set of Texas meetings in which Moncrief Oil
pitched Gazprom a business venture, Texas may validly assert specific jurisdiction over
online interaction between Largent and Cassius. See Michel v. Rocket Eng’g Corp., 45 S.W.3d 658, 677 (Tex. App.—Fort Worth 2001, no pet.) (explaining that dedicated ecommerce sites and sites that offer substantial opportunities for interaction may give rise to minimum contacts, whereas “passive” sites do not); see, e.g., Karstetter v. Voss, 184 S.W.3d 396, 405 (Tex. App.—Dallas 2006, no pet.) (holding a car sale via eBay insufficient to establish minimum contacts where “the interaction between the parties was minimal”). Likewise, Largent’s phone call to Texas brings Cassius little closer to establishing minimum contacts. See Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 791 (Tex. 2005); Furtek & Assocs., L.L.C. v. Maxus Healthcare Partners, LLC, No. 02-15-00309-CV, 2016 WL 1600850, at *5 (Tex. App.—Fort Worth Apr. 21, 2016, no pet.) (mem. op.).
10 three of Cassius’s claims because they germinated from the Texas meeting in which
Largent proposed a venture to Cassius.
The Moncrief Oil opinion offered several reasons in defense of its holding, and
those very same rationales lend support to the exercise of personal jurisdiction over
Cassius’s DTPA, fraud, and contract claims. “[A] nonresident’s contacts are not
unilateral or random and fortuitous when the defendant has created continuing
obligations between himself and residents of the forum, which shields the nonresident
with the benefits and protections of the forum’s laws.” Id. at 151 (quotations omitted).
Jurisdiction is proper where the contacts proximately result from actions by the
defendant himself that create a substantial connection with the forum state, and “[a]
substantial connection can result from even a single act.” Id. “Physical presence in the
state is not required but frequently will enhance a potential defendant’s affiliation with
a [s]tate and reinforce the reasonable foreseeability of suit there.” Id. at 152 (internal
quotations omitted). Here, Largent’s conduct during his visit to Texas resulted in
continuing obligations that were protected by Texas law, and his commission of torts
and his entry into and partial performance of a contract while physically present in the
state should have made the possibility of suit here keenly foreseeable.
The allegations that Largent committed torts and sealed contracts here also
enhances this state’s constitutional stake in the matter. “[I]t is beyond dispute that a
forum has a significant interest in redressing injuries that actually occur within the
[s]tate.” Id. (cleaned up) (quoting Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 776, 104
11 S. Ct. 1473, 1479 (1984)). “A state has an especial interest in exercising judicial
jurisdiction over those who commit torts within its territory.” Id. (quoting Keeton, 465
U.S. at 776, 104 S. Ct. at 1479). “This is because torts involve wrongful conduct which
a state seeks to deter, and against which it attempts to afford protection, by providing
that a tortfeasor shall be liable for damages which are the proximate result of his tort.”2
Id. (quoting Keeton, 465 U.S. at 776, 104 S. Ct. at 1479). “Of course, states have an
interest in protecting against more than torts, and the Supreme Court has recognized
state interests in protecting regulatory schemes and contracts as well.” Id. These
contract and tort considerations could be said to lower our bar for minimum contacts,
because the forum state’s “interest in adjudicating the dispute” may “serve to establish
the reasonableness of jurisdiction upon a lesser showing of minimum contacts than
would otherwise be required.” Burger King, 471 U.S. at 477, 105 S. Ct. at 2184.
The Moncrief Oil court emphasized that the Gazprom defendants’ “contacts were
purposeful and substantial because their activity was aimed at getting extensive business
in or from the forum state” and that the Gazprom defendants had a say in whether or
not to come to Texas and attend the meeting. See 414 S.W.3d at 153 (internal quotation
omitted). Likewise, here, Largent was not swept into Texas through no accord of his
2 To wit, the Moncrief Oil court quoted the Fifth Circuit’s holding in a prior appeal that “even without other contacts, jurisdiction would exist if Gazprom committed a tort while in the state.” 414 S.W.3d at 148 (quoting Moncrief Oil Int’l Inc. v. OAO Gazprom, 481 F.3d 309, 314 (5th Cir. 2007)).
12 own; he specifically elected to come to Texas with the goal of enlarging his business
prospects in the state.
Finally, the effect of the DTPA violations, fraud, and the contracts’ fulfillment
or breach would be felt in Texas. See Walden, 571 U.S. at 287, 134 S. Ct. at 1123 (citing
Calder v. Jones, 465 U.S. 783, 788–89, 104 S. Ct. 1482, 1486 (1984)) (reaffirming Calder’s
reasoning: the fact that the “brunt” of the alleged injury would be felt in the forum
state contributes to minimum contacts). But see Searcy, 496 S.W.3d at 68–69 (cautioning
that this sort of effects-based reasoning alone is insufficient to establish personal
jurisdiction). Specifically, as to the breach-of-contract claim, Burger King recognized that
a “contract is ordinarily but an intermediate step serving to tie up prior business
negotiations with future consequences which themselves are the real object of the
business transaction.” 471 U.S. at 479, 105 S. Ct. at 2185 (internal quotation omitted).
“It is these factors—prior negotiations and contemplated future consequences, along
with the terms of the contract and the parties’ actual course of dealing—that must be
evaluated in determining whether the defendant purposefully established minimum
contacts within the forum.” Id., 105 S. Ct. at 2185; Leonard v. Salinas Concrete, LP, 470
S.W.3d 178, 190 (Tex. App.—Dallas 2015, no pet.). Here, the central aim of the
contract was to obtain a set of consequences—restored classic cars—that Largent
would deliver to Texas in exchange for remuneration from a Texas resident, and the
effect of the breach—deprivation of property and finances—would have been felt in
Texas as well. The allegation that the torts’ harm and the contracts’ fulfillment or
13 breach would have been felt in Texas adds at least something to the quality of the
contacts, see Walden, 571 U.S. at 287, 134 S. Ct. at 1123; Burger King, 471 U.S. at 479, 105
S. Ct. at 2185, even though that allegation would not, were it by itself,3 automatically
carry the day. See Searcy, 496 S.W.3d at 68–69.
The sum of these considerations, as applied to the facts alleged before us,
provides mounting support for Cassius’s case on minimum contacts with respect to
these three claims. Indeed, in City of White Settlement v. Emmons, we held on analogous
facts that a meeting in Texas, at which the defendant negotiated a contract with a Texas
resident concerning Texas-based assets, was sufficient to show minimum contacts for
the resulting breach-of-contract claim. No. 02-17-00358-CV, 2018 WL 4625823, at *16
(Tex. App.—Fort Worth Sept. 27, 2018, pet. denied) (mem. op.); see, e.g., Hoagland v.
Butcher, 474 S.W.3d 802, 814–15 (Tex. App.—Houston [14th Dist.] 2014, no pet.)
3 Courts should avoid a “divide and conquer” approach to minimum contacts. Rome v. Reyes, 401 P.3d 75, 82 (Colo. App. 2017). “We cannot isolate each individual contact when assessing whether the [plaintiff] has raised a reasonable inference of jurisdiction over [the defendant]. Instead, we consider the contacts in their totality.” Id.; accord Chloe v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 164 (2d Cir. 2010) (“[W]e look to the totality of Defendants’ contacts with the forum state.”); Stuart v. Spademan, 772 F.2d 1185, 1192 (5th Cir. 1985) (“While the number of contacts with the forum state is not determinative, it is indeed one of the relevant factors to be considered within the totality of the circumstances in assessing the propriety of exercising personal jurisdiction over a nonresident.”); see Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 99 (3d Cir. 2004) (assessing the “totality” of contacts); Lanier v. Am. Bd. of Endodontics, 843 F.2d 901, 908–09 (6th Cir. 1988) (same); 2007 E. Meadows, L.P. v. RCM Phoenix Partners, L.L.C., 310 S.W.3d 199, 208–09 (Tex. App.—Dallas 2010, pet. denied) (same); Ark Of Safety Christian Church, Inc. v. Church Loans & Invs. Tr., No. 07-05-0273-CV, 2006 WL 334280, at *4 (Tex. App.—Amarillo Feb. 14, 2006, no pet.) (mem. op.) (same); Michel, 45 S.W.3d at 681–82 (same).
14 (holding jurisdictional allegations sufficient to show minimum contacts, in part because
the defendants traveled to Texas to propose and secure a continuing contractual
relationship with a Texas resident that contemplated partial performance in Texas). In
Emmons, we further held that “[a] nonresident who, while physically present in the [s]tate
of Texas, makes statements alleged to be fraudulent is subject to specific jurisdiction in
Texas in a subsequent action arising from the statement.” See 2018 WL 4625823, at
*14; Patel v. Pate, No. 02-16-00313-CV, 2017 WL 2871684, at *5 (Tex. App.—Fort
Worth July 6, 2017, no pet.) (mem. op.); see, e.g., Peter v. Stern, No. 05-20-00021-CV, 2020
WL 4783192, at *5 (Tex. App.—Dallas Aug. 18, 2020, pet. filed) (mem. op.) (holding
that the defendant’s recruitment of an investor, which took place in Texas and was the
basis for a fraud claim, was sufficient to establish minimum contacts). True to these
holdings, we conclude that Cassius carried its initial burden to allege sufficient minimum
contacts for his DTPA, fraud, and contract claims.
The burden therefore shifted to Largent to negate all potential bases for personal
jurisdiction in Cassius’s pleadings. See Searcy, 496 S.W.3d at 66. The nonresident
defendant can negate jurisdiction on either a factual or legal basis. Kelly v. Gen. Interior
Constr., Inc., 301 S.W.3d 653, 659 (Tex. 2010). Factually, the defendant can present
evidence that it has no contacts with Texas, effectively disproving the plaintiff’s
allegations. Id. Legally, the defendant can show that even if the plaintiff’s alleged facts
are true, the evidence is legally insufficient to establish jurisdiction; the defendant’s
contacts with Texas fall short of purposeful availment; for specific jurisdiction, that the
15 claims do not arise from the contacts; or that traditional notions of fair play and
substantial justice are offended by the exercise of jurisdiction. Id.
Much of Largent’s affidavit concerned the contacts that he did not have with
Texas. For example, he testified,
I do not employ any representatives who reside or travel in Texas. I do not market to Texas nor do I send any sales brochures into the state of Texas. I do not maintain any offices in the state of Texas. I do not own any property in Texas, nor have I ever filed a lawsuit in Texas. None of these averments, even if true, tend to negate Cassius’s factual allegations
concerning the Texas contacts that Largent did have for purposes of specific
jurisdiction. If anything, the logical thrust of this testimony is that Largent’s contacts
were not so continuous, systematic, and pervasive that Texas could exercise general
jurisdiction over him. But we have already concluded that there is no basis for general
jurisdiction.
Elsewhere in his affidavit, Largent implicitly disputed at least one of Cassius’s
allegations on a factual basis. Largent testified that after Cassius purchased the first
vehicle on eBay, it was Cassius that contacted Largent to explain that it was interested
in buying more vehicles and having Largent restore the two Broncos. This testimony
ran counter to Cassius’s allegation that Largent reached out to Cassius first and initiated
discussions concerning the Broncos.
However, we have already determined that the effect of these initial phone calls
pales in comparison to the significance of the Texas meeting as well as the torts and
16 contracts that allegedly resulted. Largent’s affidavit leaves those allegations—and the
implied findings that stem from them—unchallenged and intact. See Old Republic, 549
S.W.3d at 558. In light of those undisputed allegations, we conclude Largent did not
factually negate the pleaded bases for personal jurisdiction.
And the content of Largent’s affidavit offers no reason to conclude that Cassius’s
jurisdictional pleadings are legally inadequate. True, as to the contract claim, Largent’s
affidavit indicates that many of the alleged contractual breaches would have occurred
in Washington, if they occurred at all. But the Moncrief Oil court held it was enough that
the seeds of the trade-secret torts were sowed in Texas when the trade secrets were
shared here and the tort was partially committed here, even though the torts’
commission also spilled over into Russia, Washington D.C., and Boston. 414 S.W.3d
at 153–54. Likewise, here, even though the substance of the breach-of-contract claim
bled across the Texas border, the factual allegations before us—that the defendant was
physically present in Texas when he purposefully solicited, negotiated, sealed, and
partially performed a contract giving rise to continuing obligations with a Texas resident
concerning repair of Texas-based assets, and that the effect of breaching those
obligations was felt here—are sufficient to establish minimum contacts for the resulting
breach claim. See id.; Horizon Shipbuilding, Inc. v. BLyn II Holding, LLC, 324 S.W.3d 840,
848–50 (Tex. App.—Houston [14th Dist.] 2010, no pet.) (concluding that a Texas
meeting to negotiate core aspects of a contract for repair of a boat was sufficient to
establish minimum contacts with this state, even though performance would occur
17 elsewhere). The defendant need not be so entwined with Texas that suit in any other
place would be absurd. Rather, the contacts need only render the possibility of suit
here a constitutionally fair, foreseeable, and consented-to alternative among other
possible fora for suit. See Cornerstone, 493 S.W.3d at 70–71; Moncrief Oil, 414 S.W.3d at
152. Largent’s affidavit does not show otherwise.
We therefore conclude that Largent did not carry his responsive burden.
Through its pleadings, Cassius established minimum contacts for its DTPA, fraud, and
contract claims.
B. Cassius’s Negligence Claim
We cannot say the same for Cassius’s negligence claim. In that claim, Cassius
alleged that Largent breached his duties by negligently restoring and selecting cars for
Cassius. It is undisputed that the majority of the car selection and all of the restoration
took place in Washington. This claim has little to do with Texas; its crux is allegedly
negligent actions that were performed 1,800 miles away.
In Moncrief Oil, the court held that the plaintiff’s tortious-interference claims did
not arise from either of the Texas meetings, but from Gazprom’s meeting with
Occidental in California. See 414 S.W.3d at 156. The court held that Texas courts
therefore could not exercise personal jurisdiction over the tortious-interference claims.
Id. For support, the court drew upon its own precedent in Moki Mac, and Moncrief Oil’s
gloss on Moki Mac seems directly on point here:
18 In Moki Mac, a Texas teenager fell to his death in Arizona while on a hike supervised by a Utah-based company. His parents filed suit against the company in Texas for wrongful death, maintaining the claim arose from misrepresentations in documents the company mailed to them in Texas as well as the company’s other Texas contacts. We disagreed, holding “the operative facts of the plaintiffs’ suit concern principally the guides’ conduct of the hiking expedition and whether they exercised reasonable care in supervising” the teenager. We further observed the “events on the trail and the guides’ supervision of the hike will be the focus of the trial, will consume most if not all of the litigation’s attention, and the overwhelming majority of the evidence will be directed to that question.” Id. (cleaned up) (citing and quoting Moki Mac, 221 S.W.3d at 573, 576, 585). To the
extent that Moncrief Oil’s tortious-inference claims concerned the meeting in
California, the Moncrief Oil court found Moki Mac instructive:
Much like the accident in Moki Mac would not have occurred but for executing contract materials in Texas, the establishment of a competing enterprise arguably would not be possible without the Gazprom Defendants’ purported acquisition of the alleged trade secrets. However, but-for causation alone is insufficient. Just as the wrongful death claim in Moki Mac was principally concerned with alleged negligence in Arizona, the tortious interference claim here is principally concerned with the California meeting and the competing Texas enterprise—not the purported misappropriation of alleged trade secrets. Id. at 157 (cleaned up) (citing Moki Mac, 221 S.W.3d at 585).
Like Moki Mac and Moncrief Oil, Cassius did not allege that any negligent acts
occurred in Texas, and the nub of Cassius’s negligence claim was the quality of the
repairs and car selection that Largent performed in his home state. The focus of the
trial on this claim will not be on the Texas meeting but on events that occurred in
Washington. The only remote connection between Cassius’s negligence claim and
Texas is that the negligent acts were made possible by the Texas meeting, but under
19 binding precedent, that sort of but-for causation is inadequate for minimum contacts.
See id.
Because minimum contacts are lacking, we hold that a Texas court cannot assert
personal jurisdiction over this claim. See Cornerstone, 493 S.W.3d at 70. Thus, to the
extent that Largent challenges jurisdiction with respect to the negligence claim in his
first and third issues, we sustain those issues.
IV. FAIR PLAY AND SUBSTANTIAL JUSTICE
We next assess whether Cassius’s remaining DTPA, fraud, and contract claims
withstand the second prong of our inquiry, fair play and substantial justice. We
conclude that they do.
“If a nonresident has minimum contacts with the forum, rarely will the exercise
of jurisdiction over the nonresident not comport with traditional notions of fair play
and substantial justice.” Moncrief Oil, 414 S.W.3d at 154–55. We undertake this
evaluation in light of the following factors, when appropriate: (1) the burden on the
defendant; (2) the interests of the forum state in adjudicating the dispute; (3) the
plaintiff’s interest in obtaining convenient and effective relief; (4) the interstate judicial
system’s interest in obtaining the most efficient resolution of controversies; and (5) the
shared interest of the several states in furthering fundamental substantive social policies.
Spir Star, 310 S.W.3d at 878. To defeat jurisdiction, the defendant “must present a
compelling case that the presence of some other considerations would render
20 jurisdiction unreasonable.” Burger King, 471 U.S. at 477, 105 S. Ct. at 2184–85; Spir Star,
310 S.W.3d at 878–79.
Largent has not put on the sort of compelling case that is required to prevail on
this prong. His central argument as to why notions of fairness make it unconstitutional
for Texas to exercise jurisdiction is that the distance would burden him, but “distance
alone” is not “ordinarily sufficient to defeat jurisdiction: modern transportation and
communication have made it much less burdensome for a party sued to defend himself
in a [s]tate where he engages in economic activity.” Spir Star, 310 S.W.3d at 879 (internal
quotations omitted). Given Largent’s “history of attending meetings in Texas, the
burden of litigating here is not so great as to defeat jurisdiction.” See Hoagland, 474
S.W.3d at 816.
Moreover, Cassius is a Texas resident. Any inconvenience to the out-of-state
defendant “is somewhat mitigated by the convenience” of allowing Cassius to litigate
in the forum where the fraud and DTPA torts were in part committed and the
contractual relationship sprouted. See Moncrief Oil, 414 S.W.3d at 155. Finally, the
allegations that Largent “committed a tort in Texas against a resident implicate a serious
state interest in adjudicating the dispute.” See id.
On balance, this is not one of the rare cases where exercising jurisdiction fails to
comport with fair play and substantial justice. See id. at 156. Accordingly, we hold that
the trial court did not err in denying the special appearance as to Cassius’s DTPA, fraud,
and contract claims. We overrule the remainder of Largent’s first and third issues.
21 V. CONCLUSION
We reverse and render judgment of dismissal as to Cassius’s negligence claim.
We affirm the trial court’s denial of the special appearance in all other respects.
/s/ Wade Birdwell
Wade Birdwell Justice
Delivered: December 10, 2020