Hinduja Global Solution, Inc. and HGS Healthcare, LLC v. Ali Ganjaei

CourtCourt of Appeals of Texas
DecidedJanuary 13, 2023
Docket05-22-00052-CV
StatusPublished

This text of Hinduja Global Solution, Inc. and HGS Healthcare, LLC v. Ali Ganjaei (Hinduja Global Solution, Inc. and HGS Healthcare, LLC v. Ali Ganjaei) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Hinduja Global Solution, Inc. and HGS Healthcare, LLC v. Ali Ganjaei, (Tex. Ct. App. 2023).

Opinion

AFFIRM; and Opinion Filed January 13, 2023.

S In The Court of Appeals Fifth District of Texas at Dallas No. 05-22-00052-CV

HINDUJA GLOBAL SOLUTION, INC. AND HGS HEALTHCARE, LLC, Appellants V. ALI GANJAEI, Appellee

On Appeal from the 191st Judicial District Court Dallas County, Texas Trial Court Cause No. DC-19-20539

MEMORANDUM OPINION Before Justices Partida-Kipness, Nowell, and Wright1 Opinion by Justice Wright In this interlocutory appeal, Hinduja Global Solution, Inc. (HGSI)

challenges the trial court’s order granting Ali Ganjaei’s special appearance. HGSI

asserts the trial court erred in granting the special appearance because it met the

initial burden of pleading sufficient allegations to bring Ganjaei within the

1 The Hon. Carolyn Wright, Justice, Assigned. provisions of the Texas long-arm statute, and further allege Ganjaei did not negate

all bases for jurisdiction.2

In addition, HGSI, joined by HGS Healthcare, LLC (HGS Healthcare),

requests that we vacate the order granting Ganjaei’s special appearance and

remand for further proceedings in light of new, yet unspecified, evidence that they

claim became available after the hearing on Ganjaei’s special appearance. And

HGS Healthcare further requests that we expressly acknowledge that the order

granting Ganjaei’s special appearance is limited to HGSI’s claims against him

because HGS Healthcare was not a party to this suit when Ganjaei challenged the

trial court’s jurisdiction over him. For the reasons set forth herein, we affirm the

trial court’s order granting Ganjaei’s special appearance and dismissing HGSI’s

claims against him. Because all issues are settled in law, we issue this

memorandum opinion. TEX. R. APP. P. 47.4.

BACKGROUND

This case originated as a suit by Synergy Global Outsourcing, LLC

(Synergy), a Dallas-based company organized under the laws of Nevada, against

appellant HGSI, a Delaware corporation, headquartered in Illinois, and arose from

the parties’ long-standing business relationship whereby Synergy procured

2 While HGSI generally asserts in its brief that the trial court erred in vacating its order striking portions of the declaration Ganjaei presented in support of his special appearance, it does not otherwise address this contention. Accordingly, we will not address same. See Washington v. Bank of New York, 362 S.W.3d 853, 854 (Tex. App.—Dallas 2012, no pet.) (bare assertions of error, without argument or authority, waive error).

–2– customers for HGSI’s management services in exchange for a commission. This

long-standing business relationship was memorialized in 2011 in a written broker

agreement (the “Broker Agreement”). Synergy contends HGSI breached the

Broker Agreement by failing to fulfill its payment obligations thereunder.

HGSI asserted counterclaims against Synergy and joined Ganjaei as a party

to the suit. With respect to Ganjaei, HGSI asserted claims of breach of fiduciary

duty and conspiracy to cause breach of fiduciary duty. HGSI’s claims against

Synergy and Ganjaei stem, in part, from Ganjaei’s prior association with HGSI, as

a legal advisor and board member, and his association with his employer, HBI

Incorporated N.V. and/or HBI Group Inc. (collectively “HBI”),3 an entity that

acquired a controlling equity interest in Synergy. HGSI now contends that it was

not in its best interest to enter into the Broker Agreement and that Ganjaei

breached his fiduciary duty by advising and causing it to enter into the agreement

after having caused HBI to acquire the interest in Synergy and, by extension,

causing himself to benefit from HGSI’s payments under the agreement. In

addition, HGSI contends Ganjaei failed to disclose to HGSI during the negotiation

of the Broker Agreement that HBI owned a majority interest in Synergy. HGSI

additionally contends that Ganjaei breached his fiduciary duties by controlling

Synergy’s business activities through his role as the representative of HBI and

3 HBI Incorporated N.V. is a Curacao limited liability company, with an office in New York. HBI Group Inc. is a New York corporation, headquartered in New York. It appears from the record before us that HBI provides legal, accounting, and human-resources services to its clients.

–3– increasing the lines of business covered by the Broker Agreement, resulting in

HGSI paying additional commissions. HGSI also contends Ganjaei breached his

fiduciary duties by causing Synergy to seek unfair commission rates when

negotiating other broker agreements with HGSI or its affiliates and advised and

caused HGSI to enter into agreements that benefitted Ganjaei and other former

HGSI board members. Finally, HGSI alleges Ganjaei shared confidential

information to be used against HGSI in connection with the litigation and

conspired with Synergy and other former HGSI board members to breach fiduciary

duties.

Ganjaei, a resident of New Jersey, specially appeared in the case challenging

the trial court’s exercise of personal jurisdiction over him. In support of his special

appearance, Ganjaei presented his declaration establishing, in part, the following:

 Ganjaei is a resident of New Jersey, has never lived in Texas, does not have a bank account in Texas, does not employ anyone in Texas and does not own any real property in Texas.

 Ganjaei is a lawyer licensed to practice law in New York, and substantially all of the work he has performed as a lawyer has taken place in New York. He has never practiced law or preformed legal services in Texas.

 To the extent Ganjaei advised HGSI on any matter, it was usually in his capacity as a board member and involved purely business advice on merger and acquisition transactions. He was not in Texas when he gave any advice.

 When the Broker Agreement was negotiated and executed, HGSI’s parent company’s general counsel acted as HGSI’s counsel.

 Ganjaei did not draft or participate in the negotiation of the Broker Agreement. His only involvement with the Broker Agreement was in 2011, –4– after the agreement had been negotiated and finalized, and was limited to comparing the document and looking at the exhibits and confirming that the commission percentages were consistent with those paid in 2004 (evidently when the relationship between HGSI and Synergy began). This comparison took approximately five minutes and occurred in New York or New Jersey.

 Ganjaei did not advise, vote or otherwise participate in the approval of the Broker Agreement. None of his involvement in his employer, HBI’s, purchase of an ownership interest in Synergy in 2010 occurred in Texas. Instead, it occurred in New York or New Jersey.

 HGSI was aware of HBI’s purchase of an interest in Synergy. In fact, Partha De Sarkar, an officer and director of HGSI, was overjoyed about the purchase because it meant replacing Synergy’s co-founder with whom De Sarkar had a tortured relationship.

 Ganjaei was not involved in Synergy’s day-to-day operations. He did not draft, negotiate or meaningfully review the substance of any broker agreement. Any comments he made regarding the relationship between HGSI and Synergy would have been from New York or New Jersey.

 Ganjaei did not attend any Synergy board meeting in Texas.

 Ganjaei did not receive compensation from Synergy and his compensation from HBI was not tied to Synergy’s performance.

HGSI responded by presenting 17 exhibits at the hearing on Ganjaei’s

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Hinduja Global Solution, Inc. and HGS Healthcare, LLC v. Ali Ganjaei, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hinduja-global-solution-inc-and-hgs-healthcare-llc-v-ali-ganjaei-texapp-2023.