Darrell Julian and Ted Hennis v. Cadence McShane Constructon Company, LLC and Pinpoint Commercial LP, General Partner of PPC GP, LLC

Court of Appeals of Texas·Decided November 5, 2015·No. 01-15-00465-CV·Published

Opinion

Opinion issued November 5, 2015

In The

Court of Appeals For The

First District of Texas ———————————— NO. 01-15-00465-CV ——————————— DARRELL JULIAN AND TED HENNIS, Appellants V. CADENCE MCSHANE CONSTRUCTION COMPANY, LLC AND PINPOINT COMMERCIAL LP, GENERAL PARTNER OF PPC GP, LLC, Appellees

On Appeal from the 165th District Court Harris County, Texas Trial Court Case No. 2014-13825

MEMORANDUM OPINION

After a lawsuit was filed against them, Cadence Mcshane Construction

Company, LLC and Pinpoint Commercial LP filed third-party petitions against

Darrell Julian and Ted Hennis. Julian and Hennis filed special appearances, challenging the trial court’s personal jurisdiction over them. The trial court denied

the special appearances, and Julian and Hennis appealed. In five issues, Julian and

Hennis argue (1) res judicata prevented the trial court from exercising personal

jurisdiction over them; (2) collateral estoppel prevented the trial court from

exercising personal jurisdiction over them; (3) Cadence failed to allege facts in

their petition establishing the trial court’s jurisdiction over them; and (4) Cadence

failed to present sufficient facts to establish the trial court’s jurisdiction over them.

We reverse and render.

Background

Cadence entered into a contract with Pinpoint Commercial to build an

assisted living facility for Pinpoint Commercial in Katy, Texas. Cadence was the

general contractor on the project. Cadence subcontracted with Darrell Julian

Construction, Inc. (“DJC”) to install steel for the project. There is no indication in

the record of which party initiated contact for the contract. In the course of its

work on the project, DJC submitted an invoice to Cadence for CP Supply

Company (“CPSC”) as the supplier of steel on the project.

Pursuant to a joint checking agreement with DJC, Cadence paid CPSC’s

invoice in two payments. The agreement was signed by representatives for

Cadence, DJC (signed by Julian), and CPSC (signed by Hennis). The agreement

provided that payments would be made to both DJC (as the subcontractor) and

2 CPSC (as the supplier) and that DJC and CPSC would determine between

themselves how the money would be divided between them. The agreement

provided, “The sole purpose of this joint check agreement is to provide the

payment of invoices to Supplier on sales and/or rentals of all materials/equipment

to Subcontractor on the . . . project.” After both payments, Hennis, as the

representative for CPSC, signed a notarized document acknowledging that CPSC

had been paid the amounts indicated “for all labor, services, equipment, or

materials furnished to the property or to [DJC] on the property of” the project.

Hennis notarized the documents in New Mexico.

On March 14, 2014, Veteran Steel, LLC filed suit against Cadence, Pinpoint

Commercial, and DJC. In its petition, Veteran Steel alleged that it had contracted

with DJC to supply certain materials for Pinpoint Commercial’s project, that it

supplied the required materials, and that it had never been paid for the materials it

supplied. Cadence and Pinpoint answered the suit; asserted cross-claims against

DJC; and asserted third-party claims against CPSC, Julian, Hennis, and another

individual. Cadence and Pinpoint’s claims against Julian and Hennis were for

quantum meruit, trust fund claim violation, fraud, negligent misrepresentation, and

conspiracy. Cadence and Pinpoint also asserted a claim of fraudulent record

against Hennis.

3 Before answering, Julian and Hennis filed special appearances, challenging

the trial court’s personal jurisdiction over them in their individual capacities.

Julian and Hennis are residents of New Mexico. DJC and CPSC are New Mexico

based companies. Julian is president and sole owner of DJC. Hennis is an

employee of DJC and Vice President of Operations for CPSC. Julian and Hennis

asserted that they did not take any action on the project in their individual

capacities but, instead, in their capacities as agents for their respective companies.

In his affidavits in support of his special appearance, Julian averred that his

only personal contacts with Texas were to attend football games or take vacations.

He also averred that he had not maintained any bank accounts in Texas, performed

any record keeping in Texas related to the project in question, attended any

meetings at the project site with the exception of one trip in December 2013,

authored or signed any documents or communications with any of the parties while

he was present in Texas, or made any representations about payments to DJC or

CPSC while he was present in Texas.

In his affidavits in support of his special appearance, Hennis averred that his

only contacts with Texas were personal visits with his parents in Amarillo, Texas.

He also averred that he had not maintained any bank accounts in Texas, performed

any record keeping in Texas related to the project in question, attended any bid

meetings or construction meetings at the project site, authored or signed any

4 documents or communications with any of the parties while he was present in

Texas, or made any representations about payments to DJC or CPSC while he was

present in Texas or anywhere else.

In their response to the special appearances, Cadence and Pinpoint

Commercial attached a number of documents to support the trial court’s personal

jurisdiction over Julian and Hennis. This included an affidavit of Robert Bedrich,

vice president and division manager of Cadence. Bedrich asserted a number of

actions taken by Julian that subjected him to jurisdiction in Texas. Specifically,

Bedrich alleged that Julian had taken the following actions:

a. Sending false invoices to ship materials to Katy, Texas;

b. Creating a Joint Checking Agreement to send to Cadence McShane signed by both Mr. Julian and Mr. Hennis;

c. Engaging in multiple telephone meetings with Cadence McShane Personnel;

d. Attending multiple meetings in person with Cadence McShane in Texas;

e. Making multiple misrepresentations to Cadence in Texas that Cadence McShane reasonably relied upon to its detriment;

f. Executing notarized releases containing fake information that Cadence McShane received in Texas and then reasonably relied upon to its detriment;

g. Facilitating the transfer of materials from [CPSC] to Cadence McShane, which Mr. Julian was also the Principal of; [and]

h. Flying Mr. Julian to Houston to address the issue with suppliers on the Project.

5 Bedrich made similar assertions about actions taken by Hennis that

subjected him to jurisdiction in Texas. Specifically, Bedrich alleged that Hennis

had taken the following actions:

a. Creating a Joint Checking Agreement to send to Cadence McShane signed by both Mr. Julian and Mr. Hennis;

b. Making multiple misrepresentations to Cadence in Texas that Cadence McShane reasonably relied upon to its detriment;

c. Receiving payments from Cadence McShane’s bank in Texas; and

d. Executing notarized releases containing fake information that Cadence McShane received in Texas and then reasonably relied upon to its detriment.

Cadence and Pinpoint’s other evidence attached to the response consisted of

the CPSC invoice, the joint checking agreement, Hennis’s notarized documents

acknowledging receipt of the documents, Cadence’s corresponding checks to DJC

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Darrell Julian and Ted Hennis v. Cadence McShane Constructon Company, LLC and Pinpoint Commercial LP, General Partner of PPC GP, LLC, (Tex. Ct. App. 2015).

Darrell Julian and Ted Hennis v. Cadence McShane Constructon Company, LLC and Pinpoint Commercial LP, General Partner of PPC GP, LLC (Darrell Julian and Ted Hennis v. Cadence McShane Constructon Company, LLC and Pinpoint Commercial LP, General Partner of PPC GP, LLC) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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