Le Meridien Hotels & Resorts v. LaSalle Hotel Operating Partnership, I, L.P.

141 S.W.3d 870, 2004 Tex. App. LEXIS 7895, 2004 WL 1922027
CourtCourt of Appeals of Texas
DecidedAugust 30, 2004
Docket05-03-00910-CV
StatusPublished
Cited by16 cases

This text of 141 S.W.3d 870 (Le Meridien Hotels & Resorts v. LaSalle Hotel Operating Partnership, I, L.P.) 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
Le Meridien Hotels & Resorts v. LaSalle Hotel Operating Partnership, I, L.P., 141 S.W.3d 870, 2004 Tex. App. LEXIS 7895, 2004 WL 1922027 (Tex. Ct. App. 2004).

Opinion

OPINION

Opinion by Justice FITZGERALD.

Appellants Le Meridien Hotels & Resorts (“LMHR”), Nomura International, pic (“Nomura”), Juergen Bartels, and Mer-idien S.A. (“MSA”) (collectively “appellants” or “counterdefendants”) were joined in an existing lawsuit by LaSalle Hotel Operating Partnership, I, L.P. (“LaSalle”). They bring this interlocutory appeal challenging the trial court’s order denying their special appearances below. For the following reasons, we reverse the trial court’s order and render judgment dismissing LaSalle’s claims against each of the appellants for lack of jurisdiction.

BACKGROUND

A lease dispute concerning the hotel formerly operated as the Le Meridien Hotel in Dallas (the “Hotel”) underlies this appeal. LaSalle owns the Hotel; during the relevant time, MHI Leasco Dallas, Inc. (“Leasco”) leased the Hotel from LaSalle, and Meridien Hotels Inc. (“MHI”) operated the Hotel. The lease between LaSalle and Leasco provided that if there were a change in ownership of MHI, then LaSalle could purchase the transferring owner’s interest in Leasco for the “fair market value” of that interest. Such a change in ownership did occur when Nomura purchased a number of Meridien properties. LaSalle requested, and MHI and Leasco agreed to a series of extensions before LaSalle ultimately made its election to purchase the leasehold interest. Determination of the fair market value of that interest became the crux of the disagreement among the parties. When that disagreement evolved to litigation, MHI and Leasco took on the role of plaintiffs; La-Salle was cast as defendant. 1

LaSalle counterclaimed against the plaintiffs, and later — in an amended answer — LaSalle joined LMHR, Nomura, Bartels and MSA as additional defendants in its counterclaims of breach of contract, *875 trespass, fraudulent inducement, tortious interference, and conspiracy. None of the four new counterdefendants is a Texas resident: (1) Bartels is a German citizen living in London; (2) LMHR is a British company headquartered in London; (3) MSA is a French corporation headquartered in Paris; and (4) Nomura is a European subsidiary of a Japanese company. LaSalle made the following jurisdictional allegations concerning the counterdefen-dants:

[LMHR] is a corporation organized and existing under the laws of the United Kingdom, with its principal place of business in London, England. [LMHR] is the parent entity of MHI and directs and controls MHI’s management of hotels (including the Hotel) in the U.S.
Nomura is a European subsidiary of Nomura Holdings, Inc., a Japanese company, and has its principal place of business in London, England. Nomura is the “super-parent” entity of [MHI and Leasco] and [LMHR], and does not directly control the day-to-day operations of [MHI and Leasco].
Juergen Bartels is, upon information and belief, a citizen of the United Kingdom and Chief Executive Officer of [LMHR]. Mr. Bartels has significant business contacts with the State of Texas, and in particular with respect to the claims asserted in this action; he has traveled to Dallas, Texas to observe the management of the Hotel and to advise and oversee Meridien’s operations.
[MSA] is a corporation organized and existing under the laws of France and is, upon information and belief, an affiliate of [MHI and Leasco]. [MSA] is the owner of several trademarks containing the “Meridien” name. [MSA] has contacts with the State of Texas through operation of the Hotel, business trademarks, trade dress, and other intellectual property belonging to and owned by [MSA]. Upon information and belief, [MHI and Leasco] license[] the trademark “Meridien” and associated logos from [MSA] for use in hotels it manages in the U.S., and for use in the Hotel herein as well.
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[MHI’s and Leasco’s] immediate parent entity, [LMHR], (along with its CEO, Mr. Bartels), and its parent/affiliate MSA are heavily involved in the day-to-day management of the Hotel (one of a handful of Meridien hotels in the U.S.). Mr. Bartels in particular has directed and controlled the actions of the corporate Third-Party Defendants in their dealings with [LaSalle] with respect to the obligations owed to [LaSalle] under the Lease and Management Agreement. In occupying and operating the Hotel, [MHI and Leasco] utilize[] trademarks and trade names owned by [MSA]. Thus, [MHI’s and Leasco’s] affiliate [MSA] is equally involved in both the management and control of [MHI and Leasco], as well as the day-to-day management of [MHI’s and Leasco’s] business relationship with the Hotel.
This action arises out of ... the conspiratorial conduct of [MHI’s and Leas-co’s] parent entities and affiliates in seeking to deny possession of the Premises to [LaSalle], attempting to interfere with [LaSalle’s] business expectations (thereby destroying [LaSalle’s] goodwill in the Premises), and by directing [sic] Hotel revenues that otherwise would be available to compensate [LaSalle] for the damages flowing from [MHI’s and Leas-co’s] unlawful conduct.
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Counter-defendants [MSA, LMHR, and Nomura] have abetted and encour *876 aged [MHI’s and Leasco’s] breach of the Lease, the Management Agreement, and the Assignment Agreement. They have also abetted and encouraged [MHI’s and Leasco’s] and [LMHR’s] tortious interference with [LaSalle’s] business expectancy with Westin. They have done so in order to preserve the operation of the Hotel on the [Premises for as long as possible, regardless of the economic impact or effect that has on [LaSalle], and without regard to [LaSalle’s] contractual rights. They have done so in concert with individual Counter-Defendant Bar-tels, who acted to harm [LaSalle] outside the scope of his official employment duties in furtherance of the conspiracy, out of personal animus against [LaSalle] as well as Starwood/Westin.

Each counterdefendant filed a special appearance that included affidavit testimony. All counterdefendants specially denied having contacts with Texas sufficient to support jurisdiction, denying ownership of a Texas residence, place of business, employees, bank accounts, mailing addresses, telephone numbers, real or tangible property, agents for service of process, or tax liability. All counterdefendants also denied the type of conduct that could support allegations of alter ego in this case. Specifically, the counterdefendants denied any form of day-to-day control over the instate entities and offered sworn testimony identifying the persons and/or entities that in fact practiced day-to-day control over the in-state entities. They further denied LaSalle’s jurisdictional allegations related to filing frivolous lawsuits, making false public statements, and directing the instate entities to breach any obligation to Lasalle.

The parties conducted discovery on the jurisdiction issue. Following the discovery period, LaSalle filed two responses to the special appearances: one for Bartels and one for the three corporate counterde-fendants. The trial court held a hearing on the special appearances.

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Cite This Page — Counsel Stack

Bluebook (online)
141 S.W.3d 870, 2004 Tex. App. LEXIS 7895, 2004 WL 1922027, Counsel Stack Legal Research, https://law.counselstack.com/opinion/le-meridien-hotels-resorts-v-lasalle-hotel-operating-partnership-i-texapp-2004.