FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 10/29/2025
2025 Tex. Bus. 41
The Business Court of Texas, 1st Division
JT Capital LLC, Plaintiff § v. § § BLOM CAPITAL LLC, 599 W. § Cause No. 25-BC01B-0019 PRINCETON LP, CAPELLA § FUNDS LLC, CORINNE § CORDON, JOSEPH SEBASTIEN, § RICHARD NEUHARTH, and § MOSES LUCERO, Defendants § v. § SAPAN TALATI, STRATEGIC § INCOME JTM LP, and JT § CAPITAL FUND, LLC Third- § Party Defendants. §
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[¶ 1] A California resident argues that this court lacks personal
jurisdiction over him because he did not commit any tortious acts while in
Texas. Because the respondents did not plead or prove that this defendant has sufficient Texas contacts giving rise to the claims against him to support
personal jurisdiction over him for any pled cause of action, the court granted
the non-resident’s special appearances and dismissed the claims against him
without prejudice.
I. BACKGROUND
A. Factual Background
[¶ 2] After learning of each other’s shared interest in real property
located at 599 W. Princeton Drive, Princeton, Texas 75047 (Property), Blom
Capital LLC and JT Capital LLC discussed forming a joint venture to acquire
and manage the Property (Project).1 Before the joint venture was formed, the
then owner, Princeton Luxury Apartments LLC, defaulted on its mortgage
loan and the lender sought to foreclose on the Property. 2 To prevent
foreclosure, JT Capital, Blom, and Capella Funds LLC (which became an
additional lender) agreed to contribute funds to purchase the loan and the
lender postponed foreclosure until January 2025.3
1 Plaintiff’s Second Amended Original Petition (SAP) ¶s 22–23. 2 SAP ¶s 24, 26. 3 SAP ¶s 29, 32.
MEMORANDUM OPINION, Page 2 [¶ 3] Throughout December 2024, JT Capital, Blom, and Capella
discussed how to acquire the loan.4 JT Capital agreed to contribute
$3.5 million towards that purchase, which it says was a loan so Blom could
acquire the Property for the proposed joint venture’s benefit. 5
[¶ 4] Blom later formed the partnership 599 W. Princeton LP
(Partnership) and executed an amended Purchase and Sale Agreement with
Princeton Luxury, designating the Partnership as the Property’s purchaser.6
[¶ 5] JT Capital was allegedly unaware of these events and claims Blom
and Capella formed the Partnership to acquire the Property without JT
Capital.7
[¶ 6] Nevertheless, JT Capital kept working with Blom and Capella
based on representations that Blom still desired to create the proposed joint
venture.8 Thus, JT Capital and Blom signed a joint venture term sheet.9 The
term sheet required repayment of JT Capital’s $3.5 million loan to purchase
4 SAP ¶s 37–39. 5 SAP ¶s 31, 34–35. 6 SAP ¶ 46. 7 SAP ¶s 46–47. 8 SAP ¶ 57. 9 SAP ¶ 66.
MEMORANDUM OPINION, Page 3 the Property’s mortgage.10 Despite agreeing to the term sheet, JT Capital’s
and Blom’s relationship continued to deteriorate.11
B. Procedural Background
[¶ 7] After JT Capital sued in Collin County, all parties agreed to
remove the case to this court.12 Defendants Blom and Capella later filed
counterclaims/third-party claims against JT Capital and its officer Sapan
Talati.13
[¶ 8] Talati specially appeared and the parties briefed the issue.14 All
parties’ submissions included jurisdictional discovery.
C. Jurisdictional Facts
[¶ 9] The court considers allegations and evidence contained in both
Blom’s Second Amended Counterclaims and Amended Third-Party Petition
(Blom’s Am. 3rd Party Pet.), Capella’s Second Amended Answer and
10 SAP ¶s 65–66. 11 SAP ¶s 69, 71. 12 JT Capital LLC’s Original Petition; Agreed Notice of Removal. 13 The live pleadings currently are Blom’s Second Amended Counterclaims and Amended Third-Party Petition (Blom’s Am. 3rd Party Pet.) and Capella’s Second Amended Answer and Counterclaims (Capella’s SAAC). 14 Talati’s 07/14/2025 Special Appearance to Blom (Talati’s Blom SA); Talati’s 08/15/25 Amended Special Appearance (Talati’s Am. Blom SA); Talati’s 08/18/2025 Special Appearance to Capella (Talati’s Capella SA); Blom’s 08/29/2025 Response to Talati’s Am. Blom SA (Blom’s Resp.); Capella’s 08/29/2025 Response to Talati’s Capella SA (Capella’s Resp.); Talati’s 09/03/2025 Reply to Blom’s Resp. (Talati’s Blom Reply); Talati’s 09/03/2025 Reply to Capella’s Resp. (Talati’s Capella Reply).
MEMORANDUM OPINION, Page 4 Counterclaims (SAAC), Talati’s Declaration, and related evidence submitted
in response to Talati’s special appearance. The court does not consider
allegations made outside of Blom’s Am. 3rd Party Pet. or Capella’s SAAC and
only considers additional evidence to the extent it supports or undermines the
allegations in those pleadings.
[¶ 10] Blom’s and Capella’s submissions allege that:
• Talati resides in either California or Texas. 15
• Talati pursued the idea to form and invest in a Texas-based joint venture to acquire, develop, and manage the Property.16
• Talati made multiple misrepresentations, including that (i) JT Capital would be a 50/50 partner with Blom and share equally in obligations, responsibilities, and profits associated with the Property acquisition; (ii) JT Capital would pay remediation costs, obtain and pay for insurance, pay property taxes, and address liens; (iii) JT Capital’s contribution would be repaid following sufficient capital or debt raise, but later JT Capital demanded that it be paid back with interest in exchange for relinquishing all rights in the proposed joint venture and Property; (iv) Talati would prepare a private placement memorandum, a joint development agreement, and disclosures for a schedule of real estate owned; and (v) Talati would serve as a personal guarantor of the loan and lead sponsor for the Property acquisition. 17
15 Blom’s Am. 3rd Party Pet. ¶ 5. 16 Capella’s SAAC ¶s 11, 17, 24. 17 Blom’s Am. 3rd Party Pet. ¶s 9, 36, 39, 50, 57; Capella’s SAAC ¶s 21–22, 24, 30–31, 34.
MEMORANDUM OPINION, Page 5 • Talati negotiated with Blom and Capella to structure agreements, loans, entities to purchase the Property, and the repayment of funds.18
• Talati defrauded the Project of $500,000 for his own benefit. 19
[¶ 11] Blom and Capella provided the following evidence in support of
their allegations:
• Talati knowingly communicated with individuals who lived in Texas. 20
• Talati indirectly owns two other properties in Crowley, Texas and mineral interests in Tarrant County, Texas.21
• Talati owns a multi-residential property at The Lakes at Renaissance Park in Austin, Texas and now claims an interest in the Property in Princeton, Texas.22
• Talati oversaw JT Capital’s strategy and investment decisions, served as its primary point of contact, and directed JT Capital in the attempted Property acquisition.23
• The joint venture term sheet signature page contains Talati’s signature.24
• Talati sent and received hundreds of emails, text messages, and Slack communications concerning the purchase, development, and management of the Property. 25
18 Capella’s SAAC ¶s 23, 44–45, 50. 19 Blom’s Am. 3rd Party Pet. ¶s 23, 27, 67, 70. 20 App’x to Blom’s Resp. at 049. 21 App’x to Capella’s Resp. at 009–10, 020–21. 22 App’x to Capella’s Resp. at 017–18. 23 App’x to Blom’s Resp. at 004, 034–36; App’x to Capella’s Resp. at 018. 24 App’x to Capella’s Resp. at 025. 25 App’x to Blom’s Resp. at 004.
MEMORANDUM OPINION, Page 6 • Talati misrepresented that: (i) JT Capital’s $3.5 million contribution would be repaid following a sufficient capital or debt raise and that Talati would work on the necessary documentation for acquiring the Property; (ii) JT Capital would relinquish all rights in the proposed joint venture and the Property, including profits, upon JT Capital being paid back with interest on its contribution; (iii) JT Capital would be a 50/50 partner with Blom and JT Capital would share in remediation costs, obtain insurance, and pay for insurance and property taxes; and (iv) he would be the personal guarantor of the loan and lead sponsor for the Property’s acquisition.26
• Talati told his wife he would treat the allegedly misappropriated $500,000 as an acquisition fee.27
• Talati directed JT Capital to bring forth this lawsuit.28
D. Parties’ Arguments
1. Talati
[¶ 12] Talati argued that (i) he is not subject to general jurisdiction, and
is protected by the fiduciary shield doctrine because he acted solely as a JT
Capital officer;29 (ii) he is not subject to specific jurisdiction because neither
Blom nor Capella alleged that Talati performed acts in Texas on his own behalf
giving rise to this dispute, other than “vaguely reference[d] conversations
26 App’x to Blom’s Resp. at 004–05, 008, 012, 016–017, 021, 025, 038–39; App’x to Capella’s Resp. at 026–027. 27 App’x to Blom’s Resp. at 007–08. 28 App’x to Blom’s Resp. at 009. 29 Talati’s Am. Blom SA at 11, 15; Talati’s Capella SA at 11, 15.
MEMORANDUM OPINION, Page 7 and/or alleged tortious misrepresentations;”30 and (iii) he had no physical
contact with Texas throughout the proposed joint venture.31
2. Capella
[¶ 13] Capella responded that through both direct and indirect
ownership interests and management, Talati (i) maintained ongoing
affiliations with Texas entities and (ii) targeted the Texas market, granting this
court general personal jurisdiction. 32
[¶ 14] Capella also argued that Talati’s actions “as a decision maker
and principal of JT Capital” establish sufficient minimum contacts with Texas
for specific jurisdiction. 33 To that end, Capella focused on Talati (i) directing
JT Capital, (ii) working with Blom and Capella to purchase the note and
Property, (iii) misrepresenting his intent to help acquire the Property, and
(iv) receiving financial benefits.34
[¶ 15] Capella further argued that the fiduciary shield doctrine does not
apply to Talati’s personal tortious or fraudulent acts.35
30 Talati’s Am. Blom SA at 16; Talati’s Capella SA at 16. 31 Talati’s Am. Blom SA at 6; Talati’s Capella SA at 6. 32 Capella’s Resp. at 16. 33 Capella’s Resp. at 17. 34 Capella’s Resp. at 17, 19–21 (citing Exhibits H–K). 35 Capella’s Resp. at 13.
MEMORANDUM OPINION, Page 8 3. Blom
[¶ 16] Blom argued many of the same bases as Capella but did not
assert general jurisdiction.36
II. APPLICABLE LAW
A. Special Appearances
[¶ 17] Rule of Civil Procedure 120a governs special appearances.
TEX. R. CIV. P. 120a(1).
B. In Personam Jurisdiction
[¶ 18] A nonresident defendant is subject to personal jurisdiction in
Texas if “(1) the Texas long-arm statute authorizes the exercise of jurisdiction
and (2) the exercise of jurisdiction is consistent with federal and state
constitutional due-process guarantees.” Moki Mac River Expeditions v. Drugg,
221 S.W.3d 569, 574 (Tex. 2007).
[¶ 19] The long-arm statute permits courts to exercise jurisdiction over
a defendant who “does business in this state,” which includes a nonresident
defendant who “commits a tort in whole or in part in this state.” LG Chem.
36 See generally Blom’s Resp.
MEMORANDUM OPINION, Page 9 Am., Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex. 2023) (quoting TEX. CIV.
PRAC. & REM. CODE § 17.042(2)).
[¶ 20] The statute’s broad “doing business” language allows the
statute “to reach as far as the federal constitutional requirements of due
process will allow.” Moki Mac, 221 S.W.3d at 575 (quoting Guardian Royal
Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223, 226
(Tex. 1991)).
[¶ 21] Therefore, courts need to analyze only whether the defendant’s
acts would bring the defendant within Texas’s jurisdiction consistent with
constitutional due process requirements. Retamco Operating, Inc. v. Republic
Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009).
[¶ 22] A state’s exercise of jurisdiction comports with federal due
process when (i) the nonresident established “minimum contacts” with the
forum and (ii) the exercise of jurisdiction comports with “traditional notions
of fair play and substantial justice.” Moki Mac, 221 S.W.3d at 575 (quoting
Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)).
MEMORANDUM OPINION, Page 10 C. Minimum Contacts
1. Introduction
[¶ 23] A nonresident defendant establishes minimum contacts with a
state when it “purposefully avails itself of the privilege of conducting
activities within the forum State, thus invoking the benefits and protections of
its laws.” Retamco, 278 S.W.3d at 338.
[¶ 24] Courts conduct a three-part purposeful availment inquiry.
Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 785
(Tex. 2005).
[¶ 25] First, only the defendant’s contacts with the forum count—not
the “unilateral activity of another party or a third person.” Id.
[¶ 26] Second, the acts must be purposeful and not random, isolated,
or fortuitous. Id. Accordingly, defendants who “reach out beyond one state
and create continuing relationships and obligations with citizens of another
state are subject to the jurisdiction of the latter in suits based on their
activities.” Id. (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 473
(1985)). But it is not enough that the defendant simply “directed a tort”
towards Texas. See Michiana, 168 S.W.3d at 790.
MEMORANDUM OPINION, Page 11 [¶ 27] Finally, the defendant must seek some benefit, advantage, or
profit by “availing itself of the jurisdiction.” Michiana, 168 S.W.3d at 785. A
defendant may therefore avoid a particular forum by structuring its
transactions to neither profit from the forum’s laws nor subject itself to
jurisdiction there. Id.
[¶ 28] The minimum-contacts analysis focuses on the “quality and
nature of the defendant’s contacts,” not quantity. Retamco, 278 S.W.3d at
339. Ultimately, “[t]he defendant’s activities whether they consist of direct
acts within Texas or conduct outside Texas, must justify a conclusion that the
defendant could reasonably anticipate being called into a Texas court.” Id. at
338 (quoting Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801,
806 (Tex. 2002)).
2. General Personal Jurisdiction
[¶ 29] General jurisdiction involves a court’s ability to exercise
jurisdiction over a defendant based on any claim, including claims unrelated
to the defendant’s contacts with the state. M&F Worldwide Corp. v. Pepsi,
512 S.W.3d 878, 885 (Tex. 2017). Thus, the minimum contacts inquiry is
“broader and more demanding” and requires “a showing of substantial
MEMORANDUM OPINION, Page 12 activities in the forum state.” Schlobohm v. Schapiro, 784 S.W.2d 355, 357
(Tex. 1990).
[¶ 30] A court has general jurisdiction when a “defendant’s contacts
ʻare so “continuous and systematic” as to render [it] essentially at home in the
forum.’” M&F Worldwide Corp., 512 S.W.3d at 885 (alteration in original)
(quoting Goodyear Dunlop Tires Operations, SA v. Brown, 564 U.S. 915, 919
(2011)). This typically requires the defendant to either engage in longstanding
business, perform services, or maintain one or more offices in the forum state.
PHC-Minden, L.P. v. Kimberly-Clark Corp., 235 S.W.3d 163, 168 (Tex. 2007).
3. Specific Personal Jurisdiction
[¶ 31] Specific jurisdiction requires that “(1) the defendant
purposefully avails itself of conducting activities in the forum state, and
(2) the cause of action arises from or is related to those contacts or activities.”
Retamco, 278 S.W.3d at 338 (buying Texas real estate). The latter
requirement lies at the heart of specific jurisdiction “by defining the required
nexus between the nonresident defendant, the litigation, and the forum.” Moki
Mac, 221 S.W.3d at 579; accord. Michiana, 168 S.W.3d at 790 (the focus of
specific jurisdiction must remain on the “relationship among the defendant,
the forum, and the litigation”) (emphasis removed).
MEMORANDUM OPINION, Page 13 [¶ 32] For a nonresident’s forum contacts to support specific
jurisdiction, “the defendant’s purposeful contacts must be substantially
connected to the operative facts of the litigation or form the basis for the cause
of action.” Old Republic Nat. Title Ins. Co. v. Bell, 549 S.W.3d 550, 559–60
(Tex. 2018). The operative facts are those that will be the focus of the trial
and will consume most, if not all, of the litigation’s attention. Moki Mac,
221 S.W.3d at 585.
[¶ 33] Specific jurisdiction cannot be established “where the contact
creates only an ʻattenuated’ affiliation with the forum.” Id. at 577. For
example, the existence or allegation of a conspiracy directed at Texas does not
confer jurisdiction. Nat’l Indus. Sand Ass’n v. Gibson, 897 S.W.2d 769, 773
(Tex. 1995). Similarly, mere allegations of wrongdoing are also not sufficient
to confer specific jurisdiction. Old Republic, 549 S.W.3d at 560. Courts have
been cautioned against confusing the judge’s and jury’s roles by equating the
jurisdictional inquiry with the underlying merits. Id.
D. Fair Play and Substantial Justice
[¶ 34] Rarely will exercising jurisdiction over the defendant not satisfy
traditional notions of fair play and substantial justice if the minimum contacts
requirements are met. Retamco, 278 S.W.3d at 341. Nevertheless, courts still
MEMORANDUM OPINION, Page 14 consider these factors to ensure that exercising jurisdiction does not offend
traditional notions of fair play and substantial justice:
(1) 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.
Id. (citing Burger King, 471 U.S. at 477–78).
E. The Parties’ Burdens
[¶ 35] The plaintiff and defendant have shifting burdens of proof in a
personal jurisdiction challenge. See Kelly v. Gen. Interior Const., Inc.,
301 S.W.3d 653, 658 (Tex. 2010). The plaintiff “bears the initial burden to
plead sufficient allegations to bring the nonresident defendant within the reach
of Texas’s long-arm statute.” Id. If the plaintiff fails to meet its burden, the
defendant needs to prove only that it does not live in Texas. Id. at 658–59.
[¶ 36] If the plaintiff meets its burden, the defendant must negate all
alleged bases of personal jurisdiction. Id. at 658.
[¶ 37] “Because the plaintiff defines the scope and nature of the
lawsuit, the defendant’s corresponding burden to negate jurisdiction is tied to
MEMORANDUM OPINION, Page 15 the allegations in plaintiff’s pleading.” Id. The defendant can negate
jurisdiction on either a factual or legal basis. Id. at 659.
[¶ 38] The defendant can factually negate jurisdiction by presenting
evidence it has no contacts with Texas, effectively disproving plaintiff’s
allegations. Id. The plaintiff must then respond with its own evidence
affirming its allegations or risk dismissal of its lawsuit. Id. However, the court
only considers additional evidence—including stipulations, affidavits,
attachments, discovery results, and any oral testimony—that support or
undermine the pleadings’ allegations. Id. at 658 n.4 (citing TEX. R. CIV. P.
120a(3)).
[¶ 39] If the plaintiff’s evidence is not within the scope of the
pleadings’ factual allegations, the plaintiff should amend the pleadings for
consistency. Id. at 659 n.6; Steward Health Care Sys. LLC v. Saidara,
633 S.W.3d 120, 129 (Tex. App.—5th Dist. 2021, no pet.) (en banc).
[¶ 40] The defendant can legally negate jurisdiction by showing that
even if plaintiff’s allegations are true, the evidence is legally insufficient to
establish jurisdiction because either (i) the defendant’s contacts with Texas
fall short of purposeful availment (including that the claims do not arise from
MEMORANDUM OPINION, Page 16 the contacts) or (ii) the exercise of jurisdiction would offend the traditional
notions of fair play and substantial justice. Kelly, 301 S.W.3d at 659.
III. DISCUSSION
A. General Personal Jurisdiction
1. Capella’s Pleadings are Inadequate.
[¶ 41] Capella asserts that this court has general jurisdiction over
Talati due to (i) his interests in other Texas properties and (ii) his role as an
officer in other Texas-based business organizations. 37 However, Capella failed
to amend its pleadings to include any specific facts supporting its general
jurisdiction premise. 38 Therefore, Capella’s general jurisdiction argument is
procedurally invalid. See id. at 658–59. Regardless, Capella’s premise also
legally fails.
2. Capella’s Evidence is Inadequate.
a. Ownership of Other Texas Real Property
[¶ 42] Capella asserts that general jurisdiction over Talati exists
because he (i) personally owns real estate in Arlington, Texas; (ii) initiated a
37 Capella’s Resp. at 14. 38 Blom alleged that Talati could reside in either California or Texas. Blom’s Am. 3rd Party Pet. ¶ 5. However, Blom did not assert a claim of general jurisdiction and Talati testified that he lives in California. Accordingly, the court concludes that this allegation was dropped.
MEMORANDUM OPINION, Page 17 lawsuit regarding that property; (iii) owns mineral interests in Tarrant
County; and (iv) indirectly owns properties in both Austin and Crowley, Texas,
thereby creating a “continuous and systematic” relationship with Texas.39
[¶ 43] But a “continuous and systematic” relationship is insufficient if
the defendant’s contacts “fail to rise to the level of rendering a defendant
ʻessentially at home in the forum.’” Old Republic, 549 S.W.3d at 565
(emphasis in original).
[¶ 44] Here, Talati testified that he has not (i) lived in Texas,
(ii) traveled to Texas since at least 2020, nor (iii) visited the Arlington
property in the last twelve years.40 Capella does not challenge these facts.
Talati’s contacts regarding these properties are thus limited to his ownership.
[¶ 45] Merely owning unrelated property is insufficient to establish
general jurisdiction over a nonresident. Booth v. Kontomitras, 485 S.W.3d
461, 480 (Tex. App.—9th Dist. 2016, no pet.) (property ownership
insufficient for general jurisdiction unless ownership of the real property is
relevant); Cornerstone Healthcare Group Holding, Inc. v. Nautic Mgmt. VI,
39 Capella’s Resp. at 15. 40 Talati’s Am. Blom SA., Ex. A, ¶ 5.
MEMORANDUM OPINION, Page 18 L.P., 493 S.W.3d 65, 72 (Tex. 2016) (subsidiary’s real property ownership did
not subject parent company or general partner to Texas jurisdiction).
[¶ 46] Likewise, Talati’s filing an Arlington eviction suit does not
create general jurisdiction because it is unrelated to this matter. Megadrill
Servs. Ltd. v. Brighouse, 556 S.W.3d 490, 499 (Tex. App.—14th Dist. 2018,
no pet.) (participation in one lawsuit does not subject a party to personal
jurisdiction in that forum for unrelated matters); Primera Vista S.P.R. de R.L.
v. Banca Serfin, S.A. Institucion de Banca Multiple Grupo Financiero Serfin,
974 S.W.2d 918, 926 (Tex. App.—8th Dist. 1998, no pet.) (suing in a
jurisdiction creates personal jurisdiction only when the lawsuits arise from the
same general transaction). Therefore, Talati’s ownership of other properties
does not establish general jurisdiction.
b. Corporate Affiliation with Other Texas Entities
[¶ 47] Capella asserts that Talati availed himself of Texas’s jurisdiction
through his ongoing affiliations with multiple Texas entities (other than JT
Capital), both as a member and manager.41 But mere association with Texas
entities does not establish general jurisdiction. Gibson, 897 S.W.2d at 774.
41 Capella’s Resp. at 16.
MEMORANDUM OPINION, Page 19 Rather, the test for general jurisdiction is acts “by which the defendant
purposefully avails itself” of the forum. Luciano v. SprayFoamPolymers.com,
LLC, 625 S.W.3d 1, 9 (Tex. 2021). Here, Talati’s corporate affiliations with
other Texas entities fail to show that he purposefully availed himself of the
forum. See PHC-Minden, 235 S.W.3d at 168 (defendants must be engaged in
substantive acts such as marketing or shipping products).
[¶ 48] Regardless, Talati’s contacts with Texas through his corporate
affiliation would be protected by the fiduciary shield doctrine. Tabacinic v.
Frazier, 372 S.W.3d 658, 668 (Tex. App.—5th Dist. 2012, no pet.) (“The
fiduciary shield doctrine protects a nonresident corporate officer or employee
from the exercise of jurisdiction when all of his contacts with Texas were made
on behalf of his employer.”).
[¶ 49] To defeat the fiduciary shield doctrine on a claim of general
jurisdiction, Capella had to show that these entities were merely Talati’s alter
ego. Id. at 669. Capella did not do so.
c. Conclusion
[¶ 50] Accordingly, the court concludes that it lacks general personal
jurisdiction over Talati.
MEMORANDUM OPINION, Page 20 B. Specific Personal Jurisdiction
[¶ 51] Both Blom and Capella assert that this court has specific
personal jurisdiction over Talati because he
• directed JT Capital to invest in Texas real property;
• directed JT Capital to bring forth this lawsuit;
• made representations related to the proposed joint venture and Property;
• attached himself to the Property as a lead sponsor and personal guarantor of the loan;
• personally benefitted from his involvement with the Property; and
• partnered with Blom and Capella to purchase and manage the Property.
[¶ 52] Talati responds that these arguments must be assessed on a
claim-by-claim basis. 42 However, contacts are considered collectively, where
“all claims arise from the same forum contacts.” Moncrief Oil Int’l Inc. v. OAO
Gazprom, 414 S.W.3d 142, 150–51 (Tex. 2013). Here, Blom’s and Capella’s
claims all relate to Talati’s alleged representations and actions surrounding
42 Talati’s Am. Blom SA at 13 (citing Moncrief, 414 S.W.3d at 150–51).
MEMORANDUM OPINION, Page 21 the planned acquisition, investment, and development of the Property.
Accordingly, the court considers Talati’s forum contacts collectively.
2. Talati’s Direction of JT Capital
[¶ 53] Blom’s and Capella’s first argument rests on Talati’s direction of
JT Capital.43 Their argument is derivative in nature because it relates to JT
Capital’s contacts with the forum, not Talati’s. For example, Capella asserts
that this court has jurisdiction because “[w]hile Talati could have invested in
real estate anywhere, he, through JT Capital, actively sought out real estate
and thereby availed himself of this forum.”44
[¶ 54] But it is only the defendant’s forum contacts that count.
Michiana, 168 S.W.3d at 785; see also PHC–Minden, 235 S.W.3d at 172
(contacts of distinct legal entities must be assessed separately for
jurisdictional purposes unless the corporate veil is pierced). “When an agent
negotiates a contract for its principal in Texas, it is the principal who does
business in the state not the agent.” Atiq. v. CoTechno Grp., Inc., No. 03-13-
00762, 2015 WL 6871219, at *5 (Tex. App.—3d Dist. Nov. 4, 2015, pet.
43 Blom’s Resp at. 15–16; Capella’s Resp. at 17. 44 Capella’s Resp. at 17 (emphasis added).
MEMORANDUM OPINION, Page 22 denied) (mem. op.) (quoting Mort Kenshin & Co. v. Houston Chronicle Publ’g
Co., 992 S.W.2d 642, 647 (Tex. App.—14th Dist. 1999, no pet.)).
[¶ 55] Here, JT Capital chose to do business in Texas, with Talati as its
agent. Blom and Capella nevertheless argue that Cornerstone supports these
acts being attributed to Talati given his central role targeting the Texas
market. 45 The court disagrees.
[¶ 56] In Cornerstone, a group of equity funds were accused of usurping
a corporate opportunity by purchasing Texas hospitals through a string of
subsidiaries. 493 S.W.3d at 71. Both the direct subsidiary created by the
funds and the ultimate purchasing subsidiary had Texas principal places of
business. The funds argued that they were not subject to the court’s
jurisdiction because their contact with the forum was limited to creating and
funding the subsidiaries from afar and the contacts of their subsidiaries could
not be imputed to them. The court disagreed because the funds created the
subsidiaries as part of one overarching transaction stemming from and
benefitting the funds themselves. Id. at 72–73. Thus, the court held that the
45 Capella’s Resp. at 16; Blom’s Resp. at 15–16.
MEMORANDUM OPINION, Page 23 defendant group made a purposeful decision to deploy capital into Texas. Id.
at 73.
[¶ 57] Here, the parties had ongoing discussions and plans concerning
the development and management of the Property post-acquisition. However,
unlike in Cornerstone, JT Capital is not a single-purpose entity created solely
to acquire the Property; it existed and conducted business across the country
well before any of the operative facts occurred and it never acquired the
Property. 46 So, Talati’s involvement in forming and managing JT Capital is
not merely “one overarching transaction” that led to the acquisition of Texas
real estate and therefore JT Capital’s contacts cannot be imputed to Talati. Cf.
id. at 72.
3. Texas Litigation
[¶ 58] Likewise, JT Capital’s decision to pursue litigation in Texas also
does not bestow jurisdiction over Talati. See Retamco, 278 S.W.3d at 338
(“We focus on the defendant’s activities and expectations when deciding
whether it is proper to call the defendant before a Texas court.”); Moki Mac,
221 S.W.3d at 575 (“[O]nly the defendant’s contacts with the forum are
46 Talati’s Capella Reply at 14.
MEMORANDUM OPINION, Page 24 relevant, not the unilateral activity of another party or a third person.”);
Michiana, 168 S.W.3d at 784–85 (“[I]t is essential in each case that there 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.”) (emphasis in original).
[¶ 59] Here, Blom and Capella did not allege or show that Talati’s
decision to have JT Capital bring this lawsuit was itself a tort. Therefore, the
only relevant contact is JT Capital’s not Talati’s, and for the reasons stated
above, JT Capital’s contacts may not be imputed to Talati.
4. Corporate Misrepresentations
[¶ 60] Blom and Capella next argue that Talati made material
misrepresentations in his corporate capacity. For example, he represented that
JT Capital would pay remediation costs, obtain and pay for insurance, pay
property taxes, help prepare documents to raise capital, and address liens.47
[¶ 61] Talati responds that any alleged misrepresentations occurring in
his corporate capacity are protected under the fiduciary shield doctrine.48
47 Blom’s Resp. at 16. 48 Talati’s Am. Blom SA at 15.
MEMORANDUM OPINION, Page 25 [¶ 62] The court rejects that argument because the fiduciary shield
doctrine applies as a defense to only general jurisdiction issues. Tabacinic,
372 S.W.3d at 668; see also Nikolai v. Strate, 922 S.W.2d 229, 240 (Tex.
App.—2d Dist. 1996, writ denied). Therefore, Talati would be responsible for
any misrepresentations he made—in whatever capacity—if those
misrepresentations give rise to the claims. See Moki Mac, 221 S.W.3d at 576
(there must be a nexus between defendant’s misrepresentations, and the
defendant must purposefully avail itself of the forum). However, Talati must
still purposefully avail himself of the forum.
[¶ 63] The Texas Supreme Court holds that phone calls and emails sent
by nonresident defendants are insufficient evidence of purposeful availment
because the recipients receiving those communications in Texas are generally
fortuitous and the result of a third party’s unilateral activity. See Old Republic,
549 S.W.3d at 560 (connections between phone calls and torts rely on “but
for” analysis); see also KC Smash 01, LLC v. Gerdes, Hendrichson, Ltd., L.L.P.,
384 S.W.3d 389, 393 (Tex. App.—5th Dist. 2012, no pet.) (citing Michiana,
168 S.W.3d at 791) (contacts with the forum through telephone and email
communications and sending of payments were insufficient evidence of
purposeful availment); accord. Saidara, 633 S.W.3d at 131.
MEMORANDUM OPINION, Page 26 [¶ 64] Here, Talati testified he never purposefully availed himself of
Texas because he does not reside in Texas, did not travel to Texas during JT
Capital’s proposed joint venture with Blom, never visited the Property, nor
directed the alleged misrepresentations to Texas. 49
[¶ 65] In response, Blom highlighted Talati’s deposition where he
acquiesced to likely having conversations with one of Blom’s employees while
the employee was in Texas.50 Even assuming Talati made the representations
knowing the employee was in Texas is not enough to bestow jurisdiction. See
Old Republic, 549 S.W.3d at 561 (“Even assuming the phone calls were
sufficiently connected to the claim, a proper minimum-contacts analysis looks
to the defendant’s contacts with the forum state, not the defendant’s contacts
with persons who reside there.”). Just like in Old Republic there is no evidence
that Talati initiated the phone calls with Blom’s employee and this court could
just as easily infer that Talati accepted the phone calls. Id. Thus, the only
connection between Texas and the alleged misrepresentations is they
generally implicate Texas real property.
49 Talati’s Am. Blom SA, Ex. A, ¶s 4–12. 50 App’x to Blom’s Resp. at 049.
MEMORANDUM OPINION, Page 27 [¶ 66] Although a state is interested in exercising jurisdiction over
those who commit torts within its territory, this interest “is insufficient to
automatically exercise personal jurisdiction upon an allegation that a
nonresident directed a tort from outside the forum.” Moncrief, 414 S.W.3d at
152.
[¶ 67] Relying on Tabacinic, Blom nevertheless argues that this
connection is sufficient to subject Talati to specific jurisdiction.51
[¶ 68] In Tabacinic, a Texas couple sued the sellers of their home
alleging that the sellers misrepresented aspects concerning the home’s
construction and that there were no liens on the property. 372 S.W.3d at 664-
67. The court agreed, specifically highlighting that the representations at
issue necessarily had to occur in Texas and affected Texas property. Id. at 670.
Furthermore, the nonresident defendants both owned the Texas property and
signed the contracts in their personal capacities when the misrepresentations
were made. Because of these facts, the court held that the sellers purposefully
availed themselves of the forum. Id. at 670-71.
51 See Blom’s Resp. at 16 (citing Tabacinic, 372 S.W.3d at 670).
MEMORANDUM OPINION, Page 28 [¶ 69] Here, while the alleged misrepresentations also implicated
Texas real property, the alleged misrepresentations concerned either
documentation (e.g., completing the private placement memorandum)—
which could be completed anywhere—or future obligations (e.g., paying
property taxes). Cf. id. at 670 (sellers misrepresentations concerned ongoing
construction work). It is undisputed that JT Capital—or by extension,
Talati—ever took possession of the Property, so any alleged
misrepresentations affecting the Property were purely prospective and more
attenuated than the circumstances in Tabacinic. Cf. id.
[¶ 70] Accordingly, these alleged misrepresentations do not
demonstrate that Talati purposefully availed himself of the forum.
5. Lead Sponsor and Personal Guarantor
[¶ 71] Blom and Capella further assert that Talati orally represented
that he would serve as a personal guarantor of the loan and lead sponsor of the
Property acquisition. 52 As support, Blom provided a declaration from its CEO
and emails from around that time.53 However, Talati testified that he never
52 See Capella’s SAAC ¶s 34–36. 53 See e.g., App’x to Blom’s Resp. (Sebastien Declaration), ¶ 7; (Ex. A-3) at 021.
MEMORANDUM OPINION, Page 29 made such representations.54 So both sides have provided some evidence on
this issue. See Kelly, 301 S.W.3d at 659.
[¶ 72] A trial court frequently must resolve fact questions before
deciding a jurisdiction question. BMC, 83 S.W.3d at 794. But the court need
not resolve this issue because the Texas Supreme Court broadly rejected the
“direct a tort” jurisdictional theory and these contacts fall short of that court’s
standards. Moncrief, 414 S.W.3d at 152.
[¶ 73] Nonetheless, Blom and Capella cite Retamco to argue that Talati
created “continuing relationships with and obligations to Texas” by saying
that he would become the lead sponsor of the Property and personal guarantor
of the loan and thus has sufficient minimum contacts with Texas. 55 The court
disagrees.
[¶ 74] In Retamco, a Texas corporation sued a nonresident defendant
corporation for violating the Texas Uniform Fraudulent Transfer Act as the
transferee of Texas oil and gas interests. 278 S.W.3d at 335–36. The
defendant argued that Texas lacked personal jurisdiction because the alleged
fraudulent assignments occurred entirely outside of Texas. Id. at 337. The
54 Talati’s Capella Reply, Ex. A at 215:24–216:25. 55 Blom Resp. at 13; Capella’s Resp. at 17.
MEMORANDUM OPINION, Page 30 Texas Supreme Court disagreed, concluding that by knowingly taking
assignment of Texas real property the nonresident corporation reached out and
created a continuing relationship in Texas, pursuant to its obligations and
expenses related to those interests. Id. at 339.
[¶ 75] Retamco does not turn on allegedly tortious acts affecting Texas
real property. See Old Republic, 549 S.W.3d at 564. Instead, Retamco turns
on the fact that because the nonresident corporation acquired ownership of
Texas real property it derived profit from Texas and thereby created a
continuing connection with the state. See id. Since Talati never acquired
ownership of the Property (and there are no allegations that he ever intended
to personally acquire the property), he never personally enjoyed the “benefits
and protections” of Texas law nor any of the “certain continuing obligations”
that arise from real property ownership. Cf. Retamco, 278 S.W.3d at 339.
[¶ 76] Thus, Retamco’s reasoning and holding do not support specific
jurisdiction over Talati. See id. 278 S.W.3d at 338–39.
6. Personal Benefit
[¶ 77] Blom and Capella further urge this court has jurisdiction over
Talati because he sought to profit from the Project thereby availing himself of
the forum. They specifically allege that JT Capital raised $4 million and Talati
MEMORANDUM OPINION, Page 31 defrauded the Project by keeping $500,000 as an “acquisition fee.”56 Talati
disputed this allegation in his deposition claiming that neither he nor JT
Capital received any acquisition fee.57 Talati also asserted that even had he
received the alleged fee, all alleged events regarding the fee happened in
California, preventing Texas from imposing jurisdiction over him.58 Capella
and Blom presented no contravening evidence.
[¶ 78] Personal property (money) is treated differently than real
property for jurisdictional purposes. See Old Republic, 549 S.W.3d at 563–64
(receiving money from Texas does not create the same continuous contacts
that real property does); Niehaus v. Cedar Bridge Inc., 208 S.W.3d 575, 582
(Tex. App.—3d Dist. 2006, no pet.) (receiving allegedly fraudulent bonuses at
the expense of a Texas corporation insufficient to establish jurisdiction).
[¶ 79] Beyond the acquisition fee, which has no direct connection with
Texas, Blom and Capella failed to allege or prove what Texas property Talati
misappropriated or that a misappropriation occurred in Texas. See Booth,
485 S.W.3d at 486 (failure to allege what Texas property nonresident
56 Blom’s Resp. at 5; Capella’s Resp. at 21. 57 Talati’s Capella Reply at 18–19. 58 Talati’s Capella Reply at 12.
MEMORANDUM OPINION, Page 32 defendant wrongfully controlled); Niehaus, 208 S.W.3d at 583 (no evidence
linking the defendants’ fraudulent activity to Texas).
[¶ 80] Thus, Blom and Capella seek to subject Talati to Texas
jurisdiction because he intended to indirectly benefit from the planned joint
venture’s acquisition and ownership of the Property. This is too tenuous
because
[b]usiness contacts are generally a matter of physical fact, while tort liability (especially in misrepresentation cases) turns on what the parties thought, said, or intended. Far better that judges should limit their jurisdictional decisions to the former rather than involving themselves in trying the latter.
Michiana, 168 S.W.3d at 791.
7. Partnership
[¶ 81] Capella additionally asserts that jurisdiction over Talati exists
because he partnered with Blom and Capella to purchase the note and
Property. A partnership is defined as “an association of two or more persons
to carry on a business for profit as owners.” TEX. BUS. ORG. CODE § 152.051(b).
When, as here, an express agreement does not exist, courts determine whether
parties intended to form a partnership upon the totality of the circumstances.
Houle v. Casillas, 594 S.W.3d 524, 547 (Tex. App.—8th Dist. 2019, no pet.).
MEMORANDUM OPINION, Page 33 [¶ 82] Again, however, business contacts are a matter of physical fact
and do not turn on what the parties thought, said, or intended. Michiana,
168 S.W.3d at 791. The argument that Capella, Blom, and Talati were
partners is thus conclusory. Freyer v. Lyft, Inc., 639 S.W.3d 772, 790 (Tex.
App.—5th Dist. 2021, no pet.) (“A conclusory statement is one that does not
provide the underlying facts to support the conclusion.”).
[¶ 83] The court concludes that this conclusory allegation is
insufficient to establish jurisdiction. PermiaCare v. L.R.H., 600 S.W.3d 431,
444 (Tex. App.—8th Dist. 2020, no pet.).
*****
[¶ 84] Accordingly, none of the grounds argued by Blom or Capella
support this court asserting personal jurisdiction over Talati.
C. Alter Ego Jurisdiction
[¶ 85] Capella further asserted that Talati is subject to personal
jurisdiction based on JT Capital’s activities because it operates as his alter
ego. See Tabacinic, 372 S.W.3d at 669 (“Jurisdiction over an individual
generally cannot be based on jurisdiction over a corporation with which he is
associated unless the corporation is the alter ego of the individual.”). A
plaintiff asserting an alter ego relationship to impute a corporation’s contacts
MEMORANDUM OPINION, Page 34 with the forum to the individual must prove that alter ego relationship exists.
Atiq, 2015 SW 6871219, at *8.
[¶ 86] Here, Capella generally alleges that Talati is controlling JT
Capital’s internal business operations and affairs to such a degree that JT
Capital functions as his mere instrumentality.59 Capella specifically alleges
that Talati used JT Capital as a conduit to perpetuate actual fraud for his direct
personal benefit.60 However, Capella fails to provide any of the underlying
facts supporting these allegations. Freyer, 639 S.W.3d at 790.
[¶ 87] First, there are no indications that Talati disregarded JT
Capital’s corporate formalities. Talati has a sizeable interest in JT Capital but
he neither wholly nor directly owns it.61 JT Capital is instead equally owned
by an unrelated entity and MT Capital LLC, which Talati owns.62 Common
ownership—even when combined with common corporate officers—is
insufficient to demonstrate that JT Capital is Talati’s alter ego. PHC-Minden,
235 S.W.3d at 175. Instead, there must be some level of control that is
“abnormal.” Id. at 176; BMC, 83 S.W.3d at 800.
59 Capella’s SAAC ¶ 69. 60 Capella’s SAAC ¶s 29, 70. 61 Talati’s Capella Reply at App. 011–12. 62 Talati’s Capella Reply at App. 011–12.
MEMORANDUM OPINION, Page 35 [¶ 88] Second, there is no evidence that Talati exerted control beyond
that of a typical shareholder and corporate officer. Gentry v. Credit Plan Corp.
of Houston, 528 S.W.2d 571, 573 (Tex. 1975) (subsidiary not a parent’s alter
ego merely because of stock ownership, a duplication of some directors and
officers, or an exercise of control stock ownership gives to stockholders).
Talati was involved in the process of acquiring and investing in the Property in
his role overseeing JT Capital’s strategic investment decisions.63 However,
there is no evidence that Talati ever exercised abnormal control over JT
Capital or held JT Capital out as his mere instrumentality. Instead, all
negotiations and agreements in pursuit of acquiring the Property were
between Blom, Capella, and JT Capital—not Talati.
[¶ 89] Accordingly, the court concludes Capella’s alter ego argument is
conclusory. PermiaCare, 600 S.W.3d at 444.
IV. CONCLUSION
[¶ 90] For these reasons, the court granted Talati’s special appearances
on October 16, 2025.
63 App’x to Blom’s Resp. at 034.
MEMORANDUM OPINION, Page 36 So ORDERED.
(ate BILL WHITEHILL Judge of the Texas Business Court, First Division
SIGNED: October 29, 2025
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