Jimmy E. Whited v. Old American County Mutual Fire Insurance Company

CourtCourt of Appeals of Texas
DecidedJune 16, 2022
Docket05-21-00536-CV
StatusPublished

This text of Jimmy E. Whited v. Old American County Mutual Fire Insurance Company (Jimmy E. Whited v. Old American County Mutual Fire Insurance Company) 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.

Bluebook
Jimmy E. Whited v. Old American County Mutual Fire Insurance Company, (Tex. Ct. App. 2022).

Opinion

Affirm and Opinion Filed June 16, 2022

In The Court of Appeals Fifth District of Texas at Dallas No. 05-21-00536-CV

JIMMY E. WHITED, Appellant V. OLD AMERICAN COUNTY MUTUAL FIRE INSURANCE COMPANY, Appellee

On Appeal from the 193rd Judicial District Court Dallas County, Texas Trial Court Cause No. DC-20-16286

MEMORANDUM OPINION Before Justices Myers, Molberg, and Garcia Opinion by Justice Molberg Appellant Jimmy E. Whited appeals the trial court’s order denying his special

appearance in a lawsuit filed by appellee Old American County Mutual Fire

Insurance Company. We affirm in this memorandum opinion. See TEX. R. APP. P.

47.4.

I. BACKGROUND

Old American sued Whited for breach of a guaranty agreement in which he

personally guaranteed his company’s obligations to Old American. Old American

filed its first amended petition on May 13, 2021, in which it alleged the following facts pertinent to personal jurisdiction. Old American is domiciled in and does

business in Texas. Windhaven Insurance Services, LLC is also a Texas corporation.

Whited, who was president of Windhaven but a resident of Florida, traveled to Texas

at least four times beginning in 2015, hoping to secure a deal to make Windhaven

the managing general agent of Old American for Texas insureds. Whited also

“frequently called or emailed Old American”—at least once a week over six

months—to negotiate the business between Old American and Windhaven.

In September 2015, Old American agreed to appoint Windhaven as its

managing general agent in Texas. According to Old American, it agreed “to appoint

Windhaven as its MGA after Whited agreed to execute [a guaranty agreement].”

The parties entered the MGA agreement, which Whited executed and signed for

Windhaven. Whited signed the personal guaranty agreement contemporaneously

with the MGA agreement.

Under the MGA agreement, Old American appointed Windhaven to act as its

managing general agent, as defined in the Texas Administrative Code and section

4053.001 of the Texas Insurance Code.1 Windhaven had “the authority and duty to

act on behalf of [Old American] in all respects, insofar as necessary for [Windhaven]

to perform its function of a managing general agent for [Old American].” Its

1 “‘Managing general agent’ means a person, firm, or corporation that has supervisory responsibility for the local agency and field operations of an insurer in this state or that is authorized by an insurer to accept or process on the insurer’s behalf insurance policies produced and sold by other agents.” TEX. INS. CODE § 4053.001(3). –2– authority included “production, appointment, and supervision of agents for [Old

American], as well as underwriting, accounting and claims handling under the terms

of [the] agreement.”

The two companies agreed that any “obligations and undertakings of each of

the parties to this Agreement shall be performable in Dallas County, Texas.” And

Windhaven agreed to pay to Old American all sums of money payable under the

agreement in Dallas County, Texas. The agreement further stated it had been made

and entered into in Texas and would be “governed by Texas law[.]”

Windhaven and Old American also agreed that

any action or proceeding, however characterized, arising from or relating to this [MGA] Agreement will be brought only in the state court of Texas, County of Dallas, and the parties irrevocably submit to the exclusive jurisdiction of the court for the purpose of any such action or proceeding . . . . The parties waive any objection they may now or hereafter have to the venue of any such action or proceeding in such court and any claim that such action or proceeding has been brought in an inconvenient forum . . . . Process in any action or proceeding in either of the foregoing courts may be served by certified mail, which service will be sufficient to confer personal jurisdiction over the party so served.

As noted above, Whited’s guaranty agreement was executed

contemporaneously with the MGA agreement. Whited agreed his guaranty

agreement was incident to the MGA agreement. Old American and Whited agreed

they “desire[d] to continue the appointment of [Windhaven] a [sic] Texas Managing

General Agency to act as [Old American’s] Managing General Agent.” Whited

agreed he “wish[ed] to facilitate such continuing appointment and increase the

–3– financial security to [Old American] by individually guaranteeing the performance

of [Windhaven] . . . to [Old American].” Specifically, Whited agreed to guarantee

Windhaven’s performance and payment of

any and all financial, credit or business obligations of [Windhaven] under the [MGA] Agreement, including, but not limited to, the payment of any and all funds owed to [Old American], reinsurers, brokers, agents, insureds, claimants, or finance companies by [Windhaven] and all of [Windhaven]’s balances arising pursuant to the [MGA] Agreement for business produced by Windhaven under the Reinsurance Agreement.

The guaranty was absolute, unconditional, and unlimited in scope; it was “of

payment, not of collection.” Old American had the right to proceed against Whited

without first exhausting its remedies against Windhaven.

Whited and Old American agreed the guaranty agreement would be

“interpreted by, construed in accordance with, and governed by the laws of the State

of Texas.” The parties further agreed the agreement was “executed and delivered as

incident to the continuance of the Managing General Agency Agreement between

Windhaven and [Old American],” and the agreement stated it and the MGA

agreement were “negotiated, consummated and are performable in Dallas County,

Dallas, Texas.”

In 2019, Windhaven stopped performing under the MGA agreement after it

began struggling financially. It filed for bankruptcy in 2020. Old American alleged

it subsequently “uncovered rampant fraud and various breaches of the MGA

Agreement and the Reinsurance Agreement by Windhaven and Whited.” Old

–4– American provided written default notice to Whited and Windhaven; neither paid

Old American the amount Old American alleges it is owed. As a result, Old

American filed this lawsuit for breach of the guaranty agreement.

Whited filed an amended special appearance on March 10, 2021. He argued

he was a resident of Florida who had “worked out of Florida during all times relevant

to [the] dispute”; he signed the contract at issue in Florida; and his limited Texas

contacts were unrelated to the dispute or otherwise shielded by the “fiduciary

doctrine because he came to Texas in a representative capacity.” Therefore, he

argued, he did not have minimum contacts with Texas. Whited further argued that

exercising jurisdiction over him would not comport with traditional notions of fair

play and substantial justice because it would be a significant burden on him; Texas

had “minimal interest” in the dispute; the plaintiff would have to undertake

proceedings in Florida even if it prevailed in Texas court; the interstate judicial

system would be best served by proceeding in Whited’s domiciled state of Florida;

and it would not further a fundamental substantive social policy of this state. In a

declaration in support of his special appearance, Whited stated, among other things,

that he executed the guaranty agreement in his office in Florida.

Old American filed a response to Whited’s amended special appearance. It

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