IN THE SUPREME COURT OF TEXAS ══════════ No. 18-0350 ══════════
FRANK LUCIANO AND HELENE LUCIANO, PETITIONERS,
V.
SPRAYFOAMPOLYMERS.COM, LLC, RESPONDENT
══════════════════════════════════════════ ON PETITION FOR REVIEW FROM THE COURT OF APPEALS FOR THE THIRD DISTRICT OF TEXAS ══════════════════════════════════════════
Argued January 8, 2020
JUSTICE DEVINE delivered the opinion of the Court.
SprayFoamPolymers.com, LLC is an out-of-state entity that manufactures and sells
insulation products to residential and commercial customers. Frank and Helene Luciano, a Texas
couple, built a home in Texas, purchased spray foam insulation services from a Texas-based
installation company, suffered injuries in Texas allegedly arising from the insulation, and now
seek to hold parties in the chain of distribution liable for these alleged injuries. The issue presented
is whether Texas courts may exercise personal jurisdiction over SprayFoam.
The Lucianos sued SprayFoam—the manufacturer of the insulation—and Old World Cast
Stone—the installation company—in Travis County. SprayFoam filed a special appearance contesting personal jurisdiction. The trial court denied SprayFoam’s special appearance without
issuing findings of fact or conclusions of law. The court of appeals reversed, holding that the
Lucianos failed to establish either general or specific personal jurisdiction over SprayFoam. 584
S.W.3d 44, 50–53 (Tex. App.—Austin 2018). The Lucianos petitioned this Court for review.
We reverse and hold that when a manufacturer like SprayFoam “serves a market for a
product in a State and that product causes injury in the State to one of its residents, the State’s
courts may entertain the resulting suit.” Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 141 S. Ct.
1017, 1022 (2021).
I. Background
SprayFoam is a Connecticut corporation with its principal place of business and sole office
in Connecticut. Since 2006, SprayFoam has been in the business of manufacturing and selling
spray foam insulation to residential and commercial customers. The insulation is a polyurethane
foam designed to make homes “more energy efficient, quieter, healthier and more comfortable”
by sealing the cracks, crevices, and voids where air loss and infiltration occur. SprayFoam receives
and approves all orders at its Connecticut office. Once payment is received, SprayFoam distributes
its product to the customer.
In July 2013, the Lucianos hired Old World to install spray foam insulation into the wall
cavities and roof deck of their new home in Leander, Texas. The Lucianos maintain that they were
never informed of any health risks associated with the insulation. After moving into their new
home in December, the Lucianos noticed a strong odor. They allege that they soon began suffering
from coughing spells, itchy and burning eyes, allergies, and headaches. For months the Lucianos
2 were told by both Old World and SprayFoam that the odor would lessen over time, but the problem
persisted.
In September 2014, at SprayFoam’s behest, the Lucianos acquired the project
specifications sheet from Old World which showed that “Thermoseal 500,” a product
manufactured by SprayFoam, had been installed in their home. SprayFoam then sent Preston Nix,
whom SprayFoam describes as its “independent contractor sales representative,” to inspect the
Luciano home. The Lucianos never received the results of Nix’s inspection.
The Lucianos thereafter sued Old World and SprayFoam in Travis County, Texas, pleading
claims of negligence, products liability, breach of warranties, nuisance, breach of contract, and
violations of the Texas Deceptive Trade Practices Act. The Lucianos allege their claims arise from
the sale and installation of SprayFoam’s Thermoseal 500 in their home, and the failure to remediate
the harm caused by the insulation.
In response, SprayFoam specially appeared to contest the trial court’s ability to exercise
personal jurisdiction over it. SprayFoam supported its special appearance with the affidavit of its
general manager, Richard Ettinger. Ettinger’s affidavit provided a laundry list of geographical
facts, including assertions that SprayFoam had never sold or advertised any of its products in
Texas, had no control over or involvement with Nix or Nix’s business, and had contracted with a
“Colorado third-party logistics company” for “outsourced logistics services in Texas.” The
Lucianos replied with an affidavit from their attorney Dawn M. Smith. Smith’s affidavit attached
screenshots from multiple websites, including (1) Nix’s LinkedIn page on which he held himself
out to be SprayFoam’s “Southwest Sales Manager”; (2) Old World’s webpage reflecting that it
sold Thermoseal 500; and (3) screenshots from SprayFoam’s own webpage, retrieved from an
3 archival source called WaybackMachine, where SprayFoam claimed it used a “Grand Prairie TX
Distribution Center.” SprayFoam raised authentication and hearsay objections to the evidence.
The trial court overruled SprayFoam’s authentication and hearsay objections to these three
pieces of evidence and denied SprayFoam’s special appearance, signing an order without any
findings of fact or conclusions of law. The court of appeals reversed the trial court’s denial of
SprayFoam’s special appearance. 584 S.W.3d at 47. After assuming the trial court properly
admitted some of the Lucianos’ proffered evidence, id. at 50, the court of appeals concluded that
the Lucianos had not shown that SprayFoam established sufficient minimum contacts with Texas
to justify exercising either general or specific personal jurisdiction over SprayFoam, id. at 51–53.
The court thus dismissed SprayFoam from the Lucianos’ suit for lack of jurisdiction. Id. at 53. We
granted the Lucianos’ petition for review. 1
II. Special Appearance
A. Applicable Law
A court must have both subject matter jurisdiction over a case and personal jurisdiction
over the parties to issue a binding judgment. Spir Star AG v. Kimich, 310 S.W.3d 868, 871 (Tex.
2010) (citing CSR Ltd. v. Link, 925 S.W.2d 591, 594 (Tex. 1996)). Personal jurisdiction involves
a court’s ability to bind a particular party to that judgment. CSR, 925 S.W.2d at 594 (citation
omitted). Whether a court may exercise power over a party is a question of law, which we review
de novo. Spir Star, 310 S.W.3d at 871 (citing BMC Software Belg., N.V. v. Marchand, 83 S.W.3d
789, 794 (Tex. 2002)). Resolving this question of law, though, may require a court to decide
1 After we granted the Lucianos’ petition for review, see TEX. GOV’T CODE § 22.001(a), we abated the case to await the United States Supreme Court’s decision in Ford Motor Co. v. Montana Eighth Judicial District Court, 141 S. Ct. 1017 (2021).
4 questions of fact. Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801, 806 (Tex. 2002).
When, as here, the trial court does not issue findings of fact and conclusions of law with its
judgment, we presume all factual disputes were resolved in favor of the trial court’s decision unless
they are challenged on appeal. Id.; see Worford v. Stamper, 801 S.W.2d 108, 109 (Tex. 1990) (per
curiam).
Texas courts may assert personal jurisdiction over a nonresident if (1) the Texas long-arm
statute authorizes the exercise of jurisdiction and (2) the exercise of jurisdiction is consistent with
federal due-process guarantees. TV Azteca v. Ruiz, 490 S.W.3d 29, 36 (Tex. 2016) (citing Moncrief
Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142, 149 (Tex. 2013)). The Texas long-arm statute
broadly permits jurisdiction over a nonresident doing “business in this state” if the nonresident
“commits a tort in whole or in part in this state.” TEX. CIV. PRAC. & REM. CODE § 17.042(2).
Allegations that a tort was committed in Texas satisfy our long-arm statute, Moncrief Oil, 414
S.W.3d at 149, but such allegations must also satisfy due-process requirements, Spir Star, 310
S.W.3d at 872; see U.S. CONST. amend. XIV, § 1. Here, the Lucianos allege that SprayFoam
committed a tort in Texas. Consequently, the requirements for personal jurisdiction are satisfied if
exercising jurisdiction comports with federal due-process limitations.
Consistent with federal due-process protections, a state may assert personal jurisdiction
over a nonresident defendant only if the defendant has established “minimum contacts” with the
forum state such that maintenance of the suit does not offend “traditional notions of fair play and
substantial justice.” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945); Spir Star, 310 S.W.3d
at 872; Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 575 (Tex. 2007); Siskind v. Villa
Found. for Educ., Inc., 642 S.W.2d 434, 436 (Tex. 1982). The plaintiff bears the initial burden of
5 pleading allegations sufficient to confer jurisdiction. Moki Mac, 221 S.W.3d at 574 (citing
Coleman, 83 S.W.3d at 807). The burden then shifts to the defendant to negate all bases of
jurisdiction in the allegations. Id. (citing BMC, 83 S.W.3d at 793); Moncrief Oil, 414 S.W.3d at
149.
A defendant’s contacts with the forum can give rise to either general or specific
jurisdiction. Spir Star, 310 S.W.3d at 872. 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.” TV Azteca, 490 S.W.3d at 37 (alteration in original)
(quoting Daimler AG v. Bauman, 571 U.S. 117, 127 (2014)). By contrast, specific jurisdiction
“covers defendants less intimately connected with a State, but only as to a narrower class of
claims.” Ford Motor Co., 141 S. Ct. at 1024. The minimum contacts necessary for specific
jurisdiction are established if the defendant purposefully avails itself of the privilege of conducting
activities in the forum state, J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873, 877 (2011)
(plurality opinion), and the suit “arise[s] out of or relate[s] to the defendant’s contacts with the
forum,” Bristol-Myers Squibb Co. v. Superior Ct. of Cal., 137 S. Ct. 1773, 1780 (2017); Moki Mac,
221 S.W.3d at 576.
The court of appeals concluded that the Lucianos’ suit conferred neither general nor
specific jurisdiction over SprayFoam. 584 S.W.3d at 51–53. Because neither party argues in this
Court that general jurisdiction exists, we consider only the issue of specific jurisdiction.
B. Purposeful Availment
The “touchstone of jurisdictional due process [is] ‘purposeful availment.’” Spir Star, 310
S.W.3d at 873 (alteration in original) (quoting Michiana Easy Livin’ Country, Inc. v. Holten, 168
6 S.W.3d 777, 784 (Tex. 2005)). There must be “some act by which the defendant purposefully
avails itself of the privilege of conducting activities within the forum State, thus invoking the
benefits and protections of its laws.” Hanson v. Denckla, 357 U.S. 235, 253 (1958). Where the
defendant has “deliberately” engaged in significant activities within a state, he “manifestly has
availed himself of the privilege of conducting business there.” Burger King Corp. v. Rudzewicz,
471 U.S. 462, 475–76 (1985) (cleaned up). And because such activities are shielded by the
“benefits and protections” of the forum’s laws, it is “presumptively not unreasonable to require
him to submit to the burdens of litigation in that forum as well.” Id. at 476.
When assessing minimum contacts, we look only to the defendant’s contacts with the
forum, Michiana, 168 S.W.3d at 785, and not the “unilateral activity” of some third party to
determine whether minimum contacts with the state are satisfied, Burger King, 471 U.S. at 474
(quoting Hanson, 357 U.S. at 253). Nor will “fortuitous” or “attenuated” contacts be relied upon
to satisfy the requirements of due process. Moncrief Oil, 414 S.W.3d at 151 (collecting cases).
Rather, whether due process is satisfied depends upon “the quality and nature of the activity in
relation to the fair and orderly administration of the laws.” Int’l Shoe, 326 U.S. at 319.
When a corporation purposefully avails itself of the privilege of doing business in the
forum state, it has “clear notice that it is subject to suit there, and can act to alleviate the risk of
burdensome litigation by procuring insurance, passing the expected costs on to customers, or, if
the risks are too great, severing its connection with the State.” World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 297 (1980). Undoubtedly, a nonresident defendant may “purposefully
avoid” a particular jurisdiction “by structuring its transactions so as neither to profit from the
forum’s laws nor be subject to its jurisdiction.” Michiana, 168 S.W.3d at 785 (citing Burger King,
7 471 U.S. at 473). But “a truly interstate business may not shield itself from suit by a careful, but
formalistic structuring of its business dealings.” Siskind, 642 S.W.2d at 437.
The stream-of-commerce doctrine is a useful tool to conceptualize minimum contacts in
product liability cases. Its utility derives from the recognition that specific jurisdiction over
nonresident manufacturers is often premised on “indirect” sales by independent distributors or
agents. Spir Star, 310 S.W.3d at 874. But a seller’s awareness “that the stream of commerce may
or will sweep the product into the forum State does not convert the mere act of placing the product
in the stream into an act purposefully directed toward the forum State.” CSR, 925 S.W.2d at 595
(quoting Asahi Metal Indus. Co. v. Superior Ct. of Cal., 480 U.S. 102, 112 (1987) (plurality
opinion)). Following Justice O’Connor’s plurality opinion in Asahi, Texas courts require
“additional conduct” evincing “an intent or purpose to serve the market in the forum State,”
whether directly or indirectly. TV Azteca, 490 S.W.3d at 46 (quoting Asahi, 480 U.S. at 112); Moki
Mac, 221 S.W.3d at 577; CSR, 925 S.W.2d at 595; see also Daimler, 571 U.S. at 128 n.7. Evidence
of such additional conduct may include advertising in the forum state, Asahi, 480 U.S. at 112,
soliciting business through salespersons, World-Wide Volkswagen, 444 U.S. at 295, or creating,
controlling, or employing the distribution system that brought the product into the forum state,
CSR, 925 S.W.2d at 595.
Thus, while “a nonresident need not have offices or employees in a forum state” to
purposefully avail itself of the forum, Michiana, 168 S.W.3d at 785, the “operation of a sales and
distribution network” or “direct[ing] marketing efforts to [the forum state] in the hope of soliciting
sales” may render a nonresident subject to the state’s jurisdiction in disputes “arising from that
business,” id. (citing Int’l Shoe, 326 U.S. at 313–14). Applying these standards, the activities
8 carried on in Texas on behalf of SprayFoam evince an intent to “serve the market,” Asahi, 480
U.S. at 112, and are neither “irregular” nor “casual,” Int’l Shoe, 326 U.S. at 320.
SprayFoam argues, however, that its numerous contacts with Connecticut make specific
jurisdiction in Texas improper. But the contacts an entity forms with one jurisdiction do not negate
its purposeful contacts with another. See, e.g., Keeton v. Hustler Mag., Inc., 465 U.S. 770, 779–80
(1984). Thus, notwithstanding the contacts SprayFoam claims to have with Connecticut, 2 its
conduct in Texas resulted not in a mere dribble, but in a stream of activity that allowed it to enjoy
the benefits of doing business in this state. We address the key pieces of SprayFoam’s contacts
with Texas, which combine to afford Texas courts personal jurisdiction over SprayFoam.
1. Distribution Center
Take first the distribution center. The Lucianos allege, and SprayFoam admits, that
SprayFoam used a Texas distribution center located in Grand Prairie, Texas, “to handle logistics
for its products in Texas.” The Lucianos further allege that the technical data sheet for Thermoseal
500 demonstrates SprayFoam’s need to have a local distribution center in Texas from which to
ship its product. According to the product specifications, Thermoseal 500 is shipped in two
components, A and B, which are mixed prior to use. Component B “must be stored between 50°F
and 90°F[,] never exceeding either extreme.” The Lucianos argue that the temperature limitation
is evidence that SprayFoam purposefully procured a distribution center for “storage, delivery, and
pickup services within the Texas marketplace” because its product “must be protected from the
Texas heat.”
2 SprayFoam contends that Connecticut is where it was formed, retains its principal place of business, accepts customers’ orders, approves and processes orders, employs personnel, and receives payment. While such information is relevant to determining general jurisdiction, the specific-jurisdiction inquiry is limited to contacts with the forum state. See Keeton, 465 U.S. at 779–80.
9 SprayFoam counters that use of the Texas distribution center is merely the byproduct of an
agreement with a Colorado-based logistics company. This account, however, overlooks
SprayFoam’s purposeful acquisition of the warehouse space in Texas. SprayFoam engaged Acme
Distribution Centers, Inc., a Colorado logistics company, to provide storage and distribution
services in Texas. 3 SprayFoam admitted that it “contact[ed] [Acme’s] warehouse up in the
Dallas/Fort Worth area” and made arrangements for some of its products to be stored there. At
SprayFoam’s direction, Acme would ship from that store of supplies to the customer.
SprayFoam’s admission shows that the location of the warehouse was neither adventitious, see
Rush v. Savchuk, 444 U.S 320, 329 (1980), nor thrust upon SprayFoam. SprayFoam’s use of a
warehouse to maintain a stock of merchandise in Texas was deliberate. Int’l Shoe, 326 U.S. at 313.
Thus, while SprayFoam downplays the role of Acme’s warehouse, Acme stored and delivered
insulation at SprayFoam’s direction and on SprayFoam’s dime.
2. Sales Representative
Next, take SprayFoam’s local sales representative, Preston Nix. SprayFoam admits it
retained Nix as an “independent contractor sales representative” and “sold through him for a period
of time . . . in the State of Texas.” Put plainly, his job was to “find customers.”
SprayFoam argues that it purposefully avoided the Texas marketplace by contracting with
an independent contractor instead of retaining an employee. Nix’s activities are not sufficient to
manifest purposeful availment in Texas, SprayFoam argues, because it placed, processed, and
accepted all sales in Connecticut, not Texas. Indeed, we have said that “[w]hile use of a Texas
3 The record does not reveal whether the Texas warehouse was SprayFoam’s sole distribution center, but it is not necessary to determine that because only SprayFoam’s Texas contacts are relevant for the specific-jurisdiction analysis.
10 distributor may satisfy” purposeful availment, “there may be situations in which it does not,” such
as when the manufacturer does not “intend[] to serve the Texas market.” Spir Star, 310 S.W.3d at
875. But where title passed is “beside the point” in the specific-jurisdiction analysis. Id. at 876
(quoting Benitez-Allende v. Alcan Aluminio do Brasil, S.A., 857 F.2d 26, 30 (1st Cir. 1988)).
Whether due process is satisfied depends rather on the “quality and nature of the activity” in
question. Int’l Shoe, 326 U.S. at 160.
SprayFoam also contends that it did not control the means or methods by which Nix
conducted his business, nor did it provide him a company vehicle. But we need not decide whether
Nix was an independent contractor or an employee because “it is not the actions of the Texas
intermediary that count.” Spir Star, 310 S.W.3d at 874. Our concern is with SprayFoam’s own
conduct directed towards marketing and distributing its products in Texas. Id. (stating that
purposeful availment of local markets may be indirect “through affiliates or independent
distributors” (citing World-Wide Volkswagen, 444 U.S. at 297)); Moki Mac, 221 S.W.3d at 576–
77 (“[A] nonresident who places products into the ‘stream of commerce’ with the expectation that
they will be sold in the forum state is subject to the forum’s jurisdiction.” (quoting World-Wide
Volkswagen, 444 U.S. at 297–98)).
In Spir Star, we said that “[w]hen an out-of-state manufacturer . . . specifically targets
Texas as a market for its products, that manufacturer is subject to a product liability suit in Texas
based on a product sold here, even if the sales are conducted through a Texas distributor or
affiliate.” 310 S.W.3d at 874. There, the manufacturer utilized an independent distributor who
“agreed to serve as the sales agent” in Texas, thus satisfying Asahi’s “additional conduct” standard.
Id. at 875 (citing Asahi, 480 U.S. at 112). While the manufacturer in Spir Star did not receive any
11 of the intermediary’s profits and relinquished title before the products reached Texas, the
manufacturer “reap[ed] substantial economic gain through its sales.” Id.
SprayFoam relied on Nix to act as a “sales agent” to market its products in Texas.
SprayFoam utilized Nix as a sales solicitor and admitted in the trial court that it “sold through him
for a period of time.” SprayFoam compensated Nix for his efforts with commissions on his sales.
Moreover, before the Lucianos filed their lawsuit, SprayFoam dispatched Nix to their home to
investigate the alleged failure of its product by conducting testing and taking photographs on
behalf of SprayFoam. See, e.g., Ford Motor Co., 141 S. Ct. at 1023 (considering relevant Ford’s
maintenance and repair services, which “foster[] an ongoing relationship between Ford and its
customers”); Kawasaki Steep Corp. v. Middleton, 699 S.W.2d 199, 201 (Tex. 1985) (holding that
specific jurisdiction was proper under a stream-of-commerce theory where the foreign
manufacturer, among other things, provided “after-sales service” to its customers). With Nix’s
boots on the ground, SprayFoam tapped into the local market and reaped economic benefits from
his sales. And SprayFoam “enjoy[ed] the benefits and protection of the laws” of Texas by hiring a
salesman who resides here. Int’l Shoe, 326 U.S. at 319; Spir Star, 310 S.W.3d at 875. While
SprayFoam provides no data on the volume of sales realized through Nix’s efforts, the quality and
nature of his role evince SprayFoam’s “intent or purpose” to target the Texas market. Asahi, 480
U.S. at 112 (stating that “additional conduct” includes “advertising in the forum State . . . or
marketing the product through a distributor who has agreed to serve as the sales agent in the forum
State”); Moki Mac, 221 S.W.3d at 577 (“[A] single contact can support jurisdiction if that contact
creates a ‘substantial connection’ with the forum.”).
12 In determining that SprayFoam’s relationship with Nix did not show that SprayFoam
purposefully availed itself of Texas, the court of appeals found Nix’s status as an independent
contractor dispositive of that inquiry. 584 S.W.3d at 52. But by dismissing Nix as irrelevant, the
court denied the reality that SprayFoam took purposeful steps to exploit the local market by
commissioning Nix to “find customers.” See Walden v. Fiore, 571 U.S. 277, 285 (2014).
3. Selling to Texas-based Installers
The Lucianos allege, and SprayFoam does not dispute, that Old World, a Texas-based
company, purchased Thermoseal 500 from SprayFoam and installed it in the Lucianos’ home. The
court of appeals, relying on the Lucianos’ mental state, determined that this relationship was not
indicative of purposeful availment. The court observed that nothing in the evidence showed that
the Lucianos intentionally chose the installer based on any preexisting relationship they knew Old
World had with SprayFoam. 584 S.W.3d at 52. The court’s analysis, however, shifted the focus
from the defendant’s relationship with the forum state to the plaintiff’s intent. But evidence of the
plaintiff’s mental state is immaterial to the defendant’s purposeful availment. See Ford Motor Co.,
141 S. Ct. at 1029 (stating that jurisdiction “in cases like these [should not] ride on the exact
reasons for an individual plaintiff’s purchase, or on his ability to present persuasive evidence about
them”); Searcy v. Parex Res., Inc., 496 S.W.3d 58, 67 (Tex. 2016) (explaining that “the defendant’s
relationship, not the plaintiff’s relationship, with the forum state is the proper focus of the specific
jurisdiction analysis”).
Under our stream-of-commerce-plus precedent, specific jurisdiction exists if the defendant
places goods into the stream of commerce “with the expectation that they will be purchased by
consumers in the forum state.” Moki Mac, 221 S.W.3d at 577 (citing World-Wide Volkswagen,
13 444 U.S. at 298). The exercise of jurisdiction is permitted, however, only when the defendant
targets the forum, not when the defendant merely foresees his product ending up there. Nicastro,
564 U.S. at 884; TV Azteca, 490 S.W.3d at 46. In resolving questions of specific jurisdiction, we
look both to “[t]he defendant’s conduct and the economic realities of the market the defendant
seeks to serve.” Nicastro, 564 U.S. at 885.
Here, the Lucianos were unable to prove that Old World is a certified installer of
SprayFoam’s products. Nonetheless, they argue that the act of selling and shipping insulation to
Old World is enough to show that SprayFoam “seek[s] to serve” the Texas market. Nicastro, 564
U.S. at 882 (citing World-Wide Volkswagen, 444 U.S. at 295). But “mere knowledge” that a
product is “to be sold and used in Texas,” does not—without more—show purposeful availment.
CMMC v. Salinas, 929 S.W.2d 435, 439 (Tex. 1996). For instance, in CMMC, we held that a
French manufacturer’s knowledge that Texas was the intended destination of its winepress was
insufficient to subject the manufacturer to personal jurisdiction here without evidence that the
French manufacturer took additional steps to serve the Texas market. Id. at 438–39. Similarly, that
SprayFoam sold insulation to Old World is not—without more—evidence of its purposeful
availment of Texas. 4 Nevertheless, using Nix and a local distribution center to create a market to
4 To support their contention that SprayFoam targets local installation companies like Old World, the Lucianos tendered evidence showing that SprayFoam maintained a website advertising that it operated a warehouse in Grand Prairie, Texas, at which prospective customers could place orders, make payments, and take delivery of product. SprayFoam argues that the website evidence is inadmissible because it consists of an unauthenticated screenshot from WaybackMachine, an archival source, and does not establish that the website was actually SprayFoam’s. The Lucianos argue that the website screenshot was properly authenticated via an affidavit from their counsel as well as circumstantial evidence from a website-registration data provider, WHOIS database. The trial court overruled SprayFoam’s objection to authentication. The court of appeals agreed, holding that the trial court did not abuse its discretion in admitting the screenshot but reserving the question of whether a screenshot from WaybackMachine can be admitted as an admission by party opponent over a hearsay objection. 584 S.W.3d at 50. Because the evidence of the distribution center and Nix’s efforts in Texas are sufficient to establish that SprayFoam targeted the Texas market, we do not rely on the evidence of the website and, therefore, need not decide the propriety of admitting screenshots from archival sources such as WaybackMachine.
14 sell to Texas-based installation companies is relevant to the analysis and should not be disregarded
under these facts.
***
Viewing SprayFoam’s purposeful conduct with respect to Texas in totality, we cannot say
that SprayFoam’s contacts with Texas resulted from the “mere fortuity” that the Lucianos reside
in Texas. Moki Mac, 221 S.W.3d at 578. Placing its product into the stream of commerce in
conjunction with its “additional conduct” of soliciting business and distributing its product in
Texas is sufficient to hold that SprayFoam purposefully availed itself of the Texas market. See id.
at 577 (selling rafting trips to Texas residents combined with the “additional conduct” of
purposefully directing marketing efforts into the state showed intent to solicit business in Texas);
TV Azteca, 490 S.W.3d at 46–52.
C. Relatedness
Despite a nonresident defendant’s flood of purposeful contacts with the forum state, the
exercise of specific jurisdiction is prohibited if “the suit” does not “aris[e] out of or relat[e] to the
defendant’s contacts with the forum.” Bristol-Myers, 137 S. Ct. at 1780 (alteration in original)
(quoting Daimler, 571 U.S. at 127). This so-called relatedness inquiry defines the appropriate
“nexus between the nonresident defendant, the litigation, and the forum.” Moki Mac, 221 S.W.3d
at 579; see also Walden, 571 U.S. at 284; Shaffer v. Heitner, 433 U.S. 186, 213 (1977).
In Moki Mac, we held that the relatedness requirement is satisfied by a “substantial
connection” between the nonresident defendant’s contacts and the “operative facts of the
litigation.” 221 S.W.3d at 585. After Moki Mac, the Supreme Court in Bristol-Myers explained
that the “arise out of or relate to” standard suggests there must be “an affiliation between the forum
15 and the underlying controversy, principally, [an] activity or an occurrence that takes place in the
forum State and is therefore subject to the State’s regulation.” 137 S. Ct. at 1780 (alteration in
original) (citing Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)). In
other words, “specific jurisdiction is confined to adjudication of issues deriving from, or connected
with, the very controversy that establishes jurisdiction.” Id. (emphasis added).
When we granted review in the instant case, the parties fervently debated whether a direct
causal connection was required to satisfy the relatedness prong of the specific jurisdiction analysis.
The Lucianos argued that the “relates to” portion of the test remains intact after Bristol-Myers and
that SprayFoam’s sales and distribution efforts in Texas relate to a lawsuit involving a sale of an
allegedly defective product in Texas, to Texas residents, that resulted in harm in Texas. The
Lucianos further contended that by conflating the purposeful availment and relatedness prongs of
the analysis, the court of appeals utilized a more exacting standard for relatedness than due process
requires. SprayFoam, however, argued that the court of appeals correctly applied this Court’s
precedent. SprayFoam asserts that without evidence that the Lucianos selected the installer because
of a known, preexisting relationship with SprayFoam, that the Lucianos specifically chose
Thermoseal 500, or that the Lucianos knew that the Thermoseal 500 installed in their home
originated from its Texas warehouse, the court correctly held that the lawsuit does not “arise out
of or relate to” its contacts.
Most recently in Ford Motor Co. the United States Supreme Court answered this causation
question in the negative: “None of our precedents has suggested that only a strict causal
relationship between the defendant’s in-state activity and the litigation will do.” 141 S. Ct. at 1026.
16 In light of that decision, we agree with the Lucianos that the court of appeals sought too exacting
of a connection between SprayFoam’s purposeful contacts in Texas and the suit.
1. Ford Motor Co. v. Montana Eighth Judicial District Court
Ford Motor Co. involved two consolidated product liability cases stemming from car
accidents in Montana and Minnesota that left one plaintiff dead and the other with brain damage.
Id. at 1022–23. The facts of the cases are nearly identical. The accidents happened in the state
where suit was brought. Id. at 1023. The victims were residents of the forum states. Id. The
manufacturer—Ford—did substantial business in each state, including “advertising, selling, and
servicing the model of vehicle[s]” the suits claimed were defective. Id. at 1022. Though Ford
conceded purposeful availment, the Court catalogued Ford’s business operations, noting that Ford
“encourages a resale market for its products.” Id. at 1022, 1028. It also engages in “wide-ranging
promotional activities” to enhance its brand and increase its sales. Id. at 1022. And to improve the
longevity of Ford vehicles, Ford and its network of dealers “offer[] an array of maintenance and
repair services” to foster “an ongoing relationship between Ford and its customers.” Id. at 1023.
Yet Ford contended that specific jurisdiction was lacking because the particular cars
involved were originally sold outside the forum state and were neither designed nor manufactured
there. Id. Relying on Bristol-Myers, Ford argued that a state court would have jurisdiction only if
the company’s conduct in the state “gave rise to” the plaintiff’s claims, a causal link that exists
only if the company designs, manufactures, or sells the particular vehicle involved in an accident
in the forum state. Id. at 1023, 1026. The place of accident or injury becomes immaterial. See id.
at 1023.
17 The Supreme Court rejected that argument, holding that “when a company like Ford serves
a market for a product in a State and that product causes injury in the State to one of its residents,
the State’s courts may entertain the resulting suit.” Id. at 1022. A “causation-only approach finds
no support in [the] Court’s requirement of a ‘connection’ between a plaintiff’s suit and a
defendant’s activities.” Id. at 1026 (citing Bristol-Myers, 137 S. Ct. at 1776). Instead, due process
demands that a suit “arise out of or relate to” the defendant’s contacts with the forum. Id. (quoting
Bristol-Myers, 137 S. Ct. at 1780). The first half of that standard, the Court said, “asks about
causation.” Id. The latter half “contemplates that some relationships will support jurisdiction
without a causal showing.” Id. “That does not mean anything goes,” the Court warned, because
“‘relate to’ incorporates real limits” to adequately protect nonresident defendants. Id.
The Court equated Ford Motor Co. to World-Wide Volkswagen—what it described as the
“paradigm case” for specific jurisdiction. Id. at 1027–28. In World-Wide Volkswagen, the Ford
Court observed, both Audi—the manufacturer—and Volkswagen—the nationwide importer—
were subject to specific jurisdiction in Oklahoma because their business “deliberately extended
into [that state].” Id. at 1027. The forum state could thus hold the companies accountable for
injuries “even though the vehicle had been designed and made overseas and sold in New York.”
Id.
Ford contended that Bristol-Myers “squarely foreclose[d]” jurisdiction, but the Court
rejected that argument, reasoning instead that Bristol-Myers reinforced its holding in Ford Motor
Co. Id. at 1030–31. In Bristol-Myers, jurisdiction was improper because “a connection between
the forum and the specific claims at issue” was lacking. 137 S. Ct. at 1781. The out-of-state
plaintiffs, the Court said, had no ties to California and were simply forum-shopping. Id. at 1782–
18 83. By contrast, the Ford plaintiffs were residents of the forum states, used the allegedly defective
products in the forum states, and suffered injuries in the forum states. 141 S. Ct. at 1031.
Accordingly, Bristol-Myers did not foreclose jurisdiction. Id.
Addressing how Ford’s Montana- and Minnesota-based conduct “relates to” the respective
claims, the Court first noted that the suits were brought by residents of the forum states. Id. at
1028. Each suit arose from an accident in the forum state. Id. Each suit alleged that a defective
Ford vehicle caused the resultant harm. Id. And “Ford had advertised, sold, and serviced those two
car models in both States for many years.” Id. Put succinctly, “Ford had systematically served a
market in Montana and Minnesota for the very vehicles that the plaintiffs allege malfunctioned
and injured them in those States[, s]o there is a strong ‘relationship among the defendant, the
forum, and the litigation.’” Id. (quoting Helicopteros Nacionales de Colom., S.A. v. Hall, 466 U.S.
408, 414 (1984)). While the plaintiffs did not establish, or even allege, that Ford’s in-state activities
resulted in their purchasing the cars, the Court said that jurisdiction should not “ride on the exact
reasons for an individual plaintiff’s purchase, or on his ability to present persuasive evidence about
them” because the reach of Ford’s Minnesota and Montana contacts underscored the aptness of
finding jurisdiction. Id. at 1029. Allowing the forum states’ courts to exercise jurisdiction in the
two cases was neither undue nor unfair. See id. at 1029–30.
Because the United States Supreme Court has confirmed that due process does not mandate
a causation-only approach, we reject SprayFoam’s narrow conception of the relatedness
requirement. See Moki Mac, 221 S.W.3d at 582–83 (rejecting a substantive-relevance or
19 proximate-cause approach). Instead, we apply the Supreme Court’s precedent to determine
whether the Lucianos’ suit “arise[s] out of or relate[s] to” SprayFoam’s Texas contacts. 5
2. Application of Ford Motor Co.
As previously explained, SprayFoam purposely availed itself of doing business in Texas
through the use of a sales representative in Texas and a Texas distribution center. As such, we turn
to whether SprayFoam’s Texas activities relate to the Lucianos’ claims.
First, the Lucianos’ suit arises from injuries sustained in their Texas home. Ford Motor
Co., 141 S. Ct. at 1028. The Lucianos complain, among other things, that SprayFoam sold a
defective product, failed to warn of necessary risks, and misrepresented the purported safety of its
product in its advertising and marketing. The court of appeals gave no credence to the location of
the injury or the Lucianos’ residence, even though an “activity [or] occurrence” involving
SprayFoam’s product took place in Texas. Id. at 1026 (alteration in original) (citing Bristol-Myers,
137 S. Ct. at 1780). While “plaintiff’s residence in the forum State is not a separate requirement”
for specific jurisdiction and “lack of residence will not defeat jurisdiction established on the basis
of defendant’s contacts,” Keeton, 465 U.S. at 780, that the lawsuit arises from an injury which
occurred in the forum state is a relevant part of the relatedness prong of the analysis, Ford Motor
Co., 141 S. Ct. at 1028 (“Each plaintiff’s suit, of course, arises from a car accident in one of those
States.”); cf. Bristol-Myers, 137 S. Ct. at 1782 (holding that the connection between the
5 The Lucianos argue that Ford Motor Co. confirms our “substantial connection” standard presented in Moki Mac, TV Azteca, and Spir Star. But we need not address that argument today. Our holding today rests on the Supreme Court’s analysis in Ford Motor Co.—a case whose factual circumstances resembles those before us—to determine whether a product liability lawsuit “arise[s] out of or relate[s] to” a nonresident defendant’s contacts with the forum state. As such, we need not determine whether our “substantial connection” standard exceeds the bounds of due process because here the due-process standard is necessarily met.
20 nonresidents’ claims and the forum was weak because the “relevant plaintiffs are not California
residents and do not claim to have suffered harm in that State”).
Second, the Lucianos allege—and SprayFoam does not deny—that SprayFoam sold
Thermoseal 500 in Texas. 6 Moreover, SprayFoam does not contend that the sale of Thermoseal
500 to Old World was an “isolated occurrence” in Texas. See, e.g., World-Wide Volkswagen, 444
U.S. at 297. Rather, as discussed above, SprayFoam “served a market” in Texas “for the very
[spray foam insulation] that the plaintiffs allege malfunctioned and injured them” in Texas. Ford
Motor Co., 141 S. Ct. at 1028. Therefore, “there is a strong ‘relationship among the defendant, the
forum, and the litigation’—the ‘essential foundation’ of specific jurisdiction.” Id. (quoting
Helicopteros, 466 U.S. at 414).
In determining that the Lucianos’ lawsuit did not relate to SprayFoam’s Texas contacts,
the court of appeals relied on Bristol-Myers and reasoned that the Lucianos “did not allege where
the Thermoseal 500 was shipped from.” 584 S.W.3d at 53. Without evidence that the exact barrel
of spray foam installed in their home originated from SprayFoam’s Grand Prairie distribution
center, the court reasoned that the lawsuit did not relate to SprayFoam’s Texas activity. But such
a strict causal connection is not required. It is sufficient that SprayFoam intended to serve a Texas
market for the insulation that the Lucianos allege injured them in this lawsuit. See Ford Motor Co.,
141 S. Ct. at 1028. Nor does Bristol-Myers foreclose a finding of specific jurisdiction here because
that case involved out-of-state plaintiffs whose claims lacked a connection with the forum state.
See 137 S. Ct. at 1781–82; see also Ford Motor Co., 141 S. Ct. at 1030–31.
6 Once a plaintiff in Texas pleads sufficient allegations to bring the nonresident defendant within the provisions of the long-arm statute, the defendant then bears the burden to negate all jurisdictional bases. See BMC Software, 83 S.W.3d at 793. And unless the defendant challenges a finding for factual sufficiency, we presume all factual disputes were resolved in favor of the trial court’s decision. Id.
21 In light of the alleged injury in Texas giving rise to the lawsuit and evidence of additional
conduct evincing an intent to serve the Texas market, we hold that the evidence supports the trial
court’s conclusion that SprayFoam has sufficient minimum contacts to support specific jurisdiction
in Texas.
D. The Court of Appeals’ Treatment of the Minimum Contacts Analysis
The court of appeals conflated the purposeful-availment inquiry and the relatedness inquiry
even though specific jurisdiction has “two co-equal components.” Moki Mac, 221 S.W.3d at 579.
For example, the court of appeals dismissed Nix as an irrelevant contact, stating that “Nix visited
the Lucianos’ home after the installation of the Thermoseal 500 . . . . [A]nd their claims are related
to the installation of the SprayFoam product and are not derived from or connected to SprayFoam’s
relationship with Nix.” 584 S.W.3d at 51–52. The court discussed the Texas-based installation
company in the same way, noting, “[T]he Lucianos did not present evidence that they selected the
installer because of its relationship with or training and certification by SprayFoam.” Id. at 52. It
was not until “a year after the installation,” the court reasoned, that the Lucianos even knew that
Thermoseal 500 had been installed in their home or that SprayFoam was the manufacturer. Id. By
compressing the analysis into one step, the court entangled the evidence relevant to SprayFoam’s
purposeful Texas contacts with evidence necessary to establish the lawsuit’s relatedness to those
contacts.
In TV Azteca, we distinguished between “actionable conduct” and “additional conduct.”
490 S.W.3d at 53. Actionable conduct is that “from which the claim arose” and forms the basis of
liability, such as a hiking accident. Id. Additional conduct demonstrates “an intent or purpose to
serve the market in the forum State,” such as advertising there. Id. at 47 (quoting Moki Mac, 221
22 S.W.3d at 577). The actionable conduct in TV Azteca—allegedly defamatory broadcasts—
occurred in Texas, so we did not need to determine whether the plaintiff’s claims arose from the
nonresident defendant’s additional conduct in Texas. Id. at 54–55. In other words, if the actionable
conduct occurs in Texas, we have never required that the lawsuit also arise directly from the
nonresident defendant’s additional conduct. Id. The additional conduct serves merely to ensure
that the nonresident defendant has purposefully targeted the Texas market. Id. Here, SprayFoam’s
actionable conduct involved allegedly causing injury in Texas to Texas residents. Additional
conduct that it tapped into the Texas market is evinced by its use of a Texas distribution center and
a Texas sales representative to create a market to sell to local installers. By requiring a direct causal
connection between SprayFoam’s additional conduct and the lawsuit, the court of appeals utilized
too exacting a standard, one that the Supreme Court in Ford Motor Co. reiterated is not required
to pass constitutional muster. 141 S. Ct. at 1026 (“Ford’s causation-only approach finds no support
in this Court’s requirement of a ‘connection’ between a plaintiff’s suit and a defendant’s
activities.”).
Finally, by viewing the jurisdictional facts through the narrow lens of a single cause of
action—the installation claim—the court of appeals limited the scope of the Lucianos’ pleadings,
which allege causes of action for not only the installation of the product, but also the sale and
representations made regarding the product. When all the claims arise from the same forum
contacts, a claim-by-claim analysis is not required. Moncrief Oil, 414 S.W.3d at 150–51.
E. Fair Play and Substantial Justice
Once minimum contacts have been established, we must still consider whether, for other
reasons, exercising jurisdiction over the nonresident defendant would nevertheless run afoul of
23 “traditional notions of fair play and substantial justice.” Int’l Shoe, 326 U.S. at 316; TV Azteca,
490 S.W.3d at 55. “Only in rare cases, however, will the exercise of jurisdiction not comport with
fair play and substantial justice when the nonresident defendant has purposefully established
minimum contacts with the forum state.” Spir Star, 310 S.W.3d at 878 (quoting Guardian Royal
Exch. Assurance, Ltd. v. Eng. China Clays, P.L.C., 815 S.W.2d 223, 231 (Tex. 1991)). We
consider the nonresident defendant’s contacts in light of (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 several states in furthering
fundamental substantive social policies. Id. (cleaned up).
The burden on SprayFoam to defend the claims in Texas is not undue. “[T]o the extent that
a corporation exercises the privilege of conducting activities within a state, it enjoys the benefits
and protection of the laws of that state.” Int’l Shoe, 326 U.S. at 319. Exercise of that privilege may
give rise to obligations, such as responding to suit, which cannot be said to be undue. Id. The fact
that SprayFoam has its place of business in Connecticut cannot, by itself, defeat jurisdiction. Spir
Star, 310 S.W.3d at 879; see also McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223 (1957)
(“[M]odern transportation and communication have made it much less burdensome for a party
sued to defend himself in a State where he engages in economic activity.”).
Texas has a strong interest in exercising jurisdiction over controversies arising from
injuries sustained from hazardous chemicals that are purposefully brought into the state and are
installed in residential homes and commercial buildings. See Spir Star, 310 S.W.3d at 879.
Moreover, by virtue of the Legislature’s enactment of the Deceptive Trade Practices Act, the
24 statutory source of one of the Lucianos’ claims, Texas has demonstrated a special interest in
protecting its citizens from the sort of activity alleged here. Siskind, 642 S.W.2d at 437.
Texas is also the most logical forum for the litigation because Texas is where the witnesses
related to the sale, installation, and remedial services reside. Doctors who treated the Lucianos
after the alleged injuries are also in Texas. And of course, the Luciano home, which lies at the
heart of the litigation, is in Texas. Thus, while title to the spray foam may have transferred in
Connecticut, our judicial system’s interest in obtaining “the most efficient resolution of
controversies” supports the exercise of jurisdiction in Texas. TV Azteca, 490 S.W.3d at 56.
III. Conclusion
The evidence supports the trial court’s conclusion that SprayFoam has sufficient minimum
contacts with Texas such that the exercise of specific jurisdiction over SprayFoam will not offend
traditional notions of fair play and substantial justice. Accordingly, the trial court correctly denied
SprayFoam’s special appearance. We reverse the court of appeals’ judgment and remand the case
to the trial court for further proceedings.
John P. Devine Justice
OPINION DELIVERED: June 25, 2021