PetroSaudi Oil Services Ltd. v. William Hartley

• Court: Court of Appeals of Texas
• Decided: December 29, 2020
• Docket: 01-19-00607-CV
• Status: Published

Opinion

Opinion issued December 29, 2020

In The

Court of Appeals For The

First District of Texas ———————————— NO. 01-19-00607-CV ——————————— PETROSAUDI OIL SERVICES LTD., Appellant V. WILLIAM HARTLEY, Appellee

On Appeal from the 164th District Court Harris County, Texas Trial Court Case No. 2018-03171

OPINION

In this interlocutory appeal, William Hartley, a welder, sued PetroSaudi Oil

Services, Ltd. (PetroSaudi), among other defendants, under the Jones Act for injuries

he allegedly received while working on the M/V PetroSaudi Saturn, a drillship that was anchored off the coast of Trinidad and Tobago. PetroSaudi filed a special

appearance, asserting that it was a nonresident of Texas and that Texas courts could

not exercise personal jurisdiction over it consistent with due process guarantees. The

trial court denied PetroSaudi’s special appearance. In three related issues, PetroSaudi

argues that: (1) it did not waive its special appearance; (2) the jurisdictional evidence

is not legally and factually sufficient to support the trial court’s exercise of personal

jurisdiction over it; and (3) its Houston-based subsidiary corporation is not its alter

ego, and therefore that company’s contacts with Texas cannot be imputed to

PetroSaudi.

We affirm.

Background

Hartley, a Louisiana resident, is a welder. On May 1, 2015, he was working

on the M/V PetroSaudi Saturn, a drillship anchored off the coast of Trinidad and

Tobago. Hartley alleges that he was seriously injured while carrying a large piece of

steel across the vessel. Specifically, he alleges that, as he lowered the piece of steel

to the deck, “he felt a knife-like sensation in his groin,” and he had to be transported

to a hospital onshore, where he underwent surgery for a hernia. He alleges that his

“current injuries include, but are not limited to, a right-side inguinal hernia, as well

as pain in his neck, back, bilateral buttocks, and left foot.”

2 On January 17, 2018, Hartley filed suit against several defendants: Spencer

Ogden, Inc., Spencer Ogden, Inc. d/b/a Spencer Ogden USA Inc., Procurement

Services (Delaware) Inc., and the appellant here, PetroSaudi Oil Services Ltd.1

Hartley asserted negligence and gross negligence claims under the Jones Act. He

alleged that his injuries were caused by the defendants’ breach of their duty to

provide a seaworthy vessel, and he alleged that, because he was injured while in the

service of the vessel, the defendants owed him a non-delegable duty to provide him

with the benefits of maintenance and cure.

Hartley alleged that two of the Spencer Ogden entities—Spencer Ogden, Inc.

and Spencer Ogden, Inc. d/b/a Spencer Ogden USA Inc.—were Texas corporations

with their principal places of business in Houston, and he alleged that Procurement

Services (Delaware) Inc. was a Delaware corporation with its principal place of

business in Houston. He alleged the following with respect to PetroSaudi:

Defendant PetroSaudi Oil Services Ltd, is a foreign company doing business within the State of Texas for the purpose of accumulating monetary profit, that is at home in the State of Texas. This Defendant holds itself out as doing business in the State of Texas at, and operates out of an office and conducts business via Procurement Services (Delaware) Inc. This Defendant was the owner, operator and/or manager of the vessel on which [Hartley] was working . . . at the time of his injuries.

1 Hartley amended his petition in May 2018 and added claims against two additional entities: Spencer Ogden International Ltd. and Saturn Drillships Pte Ltd. Hartley later nonsuited his claims against these two companies. Neither of these defendants is a party to this interlocutory appeal. 3 Hartley alleged, alternatively, that PetroSaudi was registered in the Cayman Islands

and did not maintain a principal office in Texas.

Hartley also alleged that the trial court could exercise personal jurisdiction

over all of the defendants. Specifically, he alleged:

Plaintiff’s claims and causes of action arise out of, are related to or are connected with each defendant’s contacts with the State of Texas and enable this Court to exercise specific personal jurisdiction over Defendants without violating any defendant’s due process rights under the United States Constitution. Such minimum contacts with the State of Texas supporting the exercise of specific personal jurisdiction over Defendants include, but are not limited to, the following. PetroSaudi Oil Services Ltd. has an office located at [an address on the North Sam Houston Parkway in Houston]. PetroSaudi Oil Services Ltd. contracted with Griffin, a Houston-based company providing travel solutions to the energy industry, for travel used by the Plaintiff [after his injury]. PetroSaudi Oil Services Ltd. through the use of an agent and/or an intermediary solicits, hires, and employs a variety of workers on its offshore vessel through a company located in Houston, Harris County, Texas: Defendant Spencer Ogden Inc. PetroSaudi Oil Services Ltd. contracted with Houston-based Defendant Spencer Ogden Inc. to provide both training to Plaintiff and the services of qualified medics to perform emergency medical treatment. As such, this Court has specific jurisdiction or in the alternative, the quality and characteristics of both Defendants’ contacts should deem them to be “at home” in the State of Texas.

Hartley alleged that both PetroSaudi and Procurement Services have an office at the

same address in Houston. Hartley also alleged that the trial court could exercise

personal jurisdiction over PetroSaudi on an alter ego theory, alleging that PetroSaudi

controls the actions of Procurement Services to the degree that they are not separate

and distinct corporate entities. He alleged that Procurement Services is “at home” in

4 Texas because its principal office is located in Houston, and he alleged that

Procurement Services’ contacts with Texas can be imputed to PetroSaudi.

PetroSaudi filed a special appearance on July 18, 2018, which it amended

three times: on July 30, 2018, on September 11, 2018, and on February 26, 2019. It

argued that it lacked sufficient minimum contacts with Texas to support the exercise

of either general or specific personal jurisdiction, and it argued that Hartley’s

jurisdictional allegations in his petition were conclusory and failed to bring

PetroSaudi within the scope of the Texas long-arm statute. PetroSaudi also argued

that, even if it did have sufficient minimum contacts with Texas, exercising personal

jurisdiction over it would offend traditional notions of fair play and substantial

justice. Specifically, PetroSaudi argued that “[n]one of the events giving rise to this

litigation occurred in Texas,” that Hartley was a resident of Louisiana and had not

sought medical treatment in Texas, and that no relevant medical or fact witnesses

resided in Texas.

PetroSaudi attached the verification of its president, Timothy Myers, who

averred that PetroSaudi was incorporated in the Cayman Islands; that it does not

have an agent for service of process in Texas; that it does not have any shareholders,

officers, or directors who are Texas residents; that it has never maintained an office

in Texas; that it has never been licensed to do business in Texas; that it does not

solicit business in Texas; that it has never owned, rented, or leased any real or

5 personal property in Texas; that it has never maintained business records in Texas;

that it has never conducted banking business, “record keeping functions,” accounting

work, or administrative functions in Texas; it has never had a shareholders’ or

directors’ meeting in Texas; it has never applied for a loan or acted as a guarantor

on a bank loan in Texas; it has never paid franchise taxes in Texas or filed an income

tax return in Texas; it has never published advertisements in Texas; and it has never

initiated any litigation in Texas.

Myers also averred that PetroSaudi “has never managed or operated the M/V

PetroSaudi Saturn, a Singapore-flagged drill ship that has never operated from any

port in Texas”; it has never chartered the vessel to a Texas company; it has never

entered into a drilling contract with a Texas company; and it has never “been

awarded work through companies with offices located in Texas for work to be

performed in whole or in part within the State of Texas.” Myers averred that

PetroSaudi “sends employees to Texas for initial ISM training and certification, and

occasionally sends employees to Texas to attend other training courses, typically at

the request of the employee involved.” Myers further averred that none of the acts

complained of by Hartley occurred in Texas.

The parties conducted jurisdictional discovery, which included taking the

depositions of Myers and several employees of Procurement Services. PetroSaudi

filed its third amended special appearance in February 2019 and attached additional

6 evidence in support. This evidence included excerpts from Myers’ deposition. Myers

testified concerning the corporate structure of the PetroSaudi family of companies

and the role that each company plays. PetroSaudi Oil International is the parent

company of PetroSaudi Oil Services, which is the parent company of Procurement

Services, an entity that “provided services to other entities in the group,” and

PetroSaudi Oil Services (Venezuela) Ltd., an entity that was responsible for

managing and operating the M/V PetroSaudi Saturn. Myers testified that he is

PetroSaudi’s only employee and he works in London. He described the companies’

functions as follows:

I’m PetroSaudi Oil Services, Ltd., I’m looking out for—let PetroSaudi (Venezuela) run the rig. Procurement Services here in Houston does its thing procuring, supporting Venezuela. My PetroSaudi Oil Services hat, I’m looking for new business opportunities . . . which would be, you know, anywhere in the world.

He testified that he is a director of both Procurement Services and PetroSaudi

(Venezuela), but he does not “get involved in the daily activities” of Procurement

Services, that he has “minimal” involvement with that office, and that the employees

of Procurement Services “pretty much run themselves,” although they do ultimately

report to him.2

2 Myers also testified that, after the M/V PetroSaudi Saturn was shut down in late 2017 or early 2018, Procurement Services closed its Houston office, and the remaining employees continued working on a contract basis from their homes. 7 Myers testified that a Charter Agreement existed between Saturn Drillships

Pte Ltd., which owned the vessel, and PetroSaudi (Venezuela), which operated the

vessel, but PetroSaudi did not have any contracts with either PetroSaudi (Venezuela)

or Procurement Services. Myers was asked during his deposition whether some of

the people who worked on the vessel were employed by PetroSaudi, and he

responded:

A handful, yes. And that was more of an administrative error. Up to a certain point, they were all PetroSaudi (Venezuela). There were some personnel changes, and someone on the form had accidentally put PetroSaudi Oil Services, Ltd. . . . Basically, I mean, it was—it was just an employment contract, and it just happened to say PetroSaudi Oil Services, Ltd. They were treated just like all the other employees of PetroSaudi (Venezuela). It was just a—I would call it a typo in a document.

Myers acknowledged that some of the individuals working on the vessel were Texas

residents. Myers testified that “PetroSaudi (Venezuela) via Procurement Services”

provided supplies and support for the vessel, and “PetroSaudi (Venezuela) would

then pay Procurement Services for having provided that good or service.” With

regard to personnel for the vessel, PetroSaudi (Venezuela) would inform

Procurement Services of the different positions for which it needed crew.

Procurement Services would then contract with staffing companies, such as Spencer

Ogden, the company that hired Hartley, to provide qualified personnel. Procurement

Services paid Spencer Ogden based on a specified rate, and Spencer Ogden would

then pay the individual. 8 Myers testified that PetroSaudi never rented or leased any real or personal

property in Texas, but Procurement Services leased office space in Houston. He

stated that PetroSaudi did not have any employees in Houston. During his

deposition, Myers was asked about the email addresses, signature blocks, and

LinkedIn profiles of several Procurement Services employees. Each of these

employees had an email address with a PetroSaudi.com domain name. The email

signature blocks of each of these employees stated “PetroSaudi Oil Services, Ltd”

and then listed the North Sam Houston Parkway address in Houston, and each of

these employees listed PetroSaudi Oil Services as their employer on their LinkedIn

profile. Myers testified that all employees in the PetroSaudi family of companies

used the same domain name for their email addresses. He testified that he did not

know why the employees, in their email signature blocks and on their LinkedIn

profiles, stated that they were PetroSaudi employees because they were Procurement

Services employees, and he stated that he did not tell the employees to use

PetroSaudi’s name in this manner.

PetroSaudi also attached excerpts from the deposition of Chris Hudson,

Procurement Services’ Technical and Marine Manager, who was responsible for,

among other things, maintaining all regulatory requirements for the vessel and

making sure all maintenance on the vessel was performed timely and properly. He

testified that he had held this position with Procurement Services since May 2014

9 and that he has never been employed by PetroSaudi Oil Services. Hudson

acknowledged that he had testified differently in a deposition for a prior personal

injury case in which Procurement Services was a defendant.3 Hudson testified that

Myers is the only employee of PetroSaudi who he knows of; and when Hudson was

asked what PetroSaudi does, he stated, “I’m not sure what PetroSaudi Oil Services

does now that we’re separating it from Venezuela [PetroSaudi (Venezuela)]. I just

always kind of lumped them in.” He stated that specific orders and assignments for

workers on the vessel would come from PetroSaudi (Venezuela). Hudson testified

that he did not know anything about the capitalization of Procurement Services and

that its only assets were “some desks and some chairs, and that’s about it.”

Nysia Gaskin, Procurement Services’ former Human Resources Manager,

testified that Procurement Services would contract with staffing companies like

Spencer Ogden to obtain personnel to perform work on the vessel when it was

docked in places like Panama or Trinidad and Tobago. She stated that, to staff the

vessel, PetroSaudi (Venezuela) would tell her what positions it needed filled and

3 In the deposition for the underlying case, Hudson testified that he understood the question asked of him in the deposition in the prior case to be about what he was doing in Panama, where the plaintiff’s injury had occurred. Hudson testified that he stated, “I get a paycheck from Procurement Services, and I was down there managing a project for PetroSaudi.” He further testified that when he received a copy of his deposition testimony to review, there was a mistake, but he was told that he could not change his testimony. Hartley attached a copy of Hudson’s deposition from the prior case as an exhibit to his response to PetroSaudi’s special appearance. In that deposition, Hudson stated that his current employer was PetroSaudi and that he had been working there since May 2014. 10 where the vessel was located, and depending on that information, Gaskin would “go

out and source not just Spencer Ogden but whoever we had actual service

agreements with and see who can get me the best labor at the best price with the

right credentials in a timely manner.” Gaskin testified that she believed that anyone

who was hired in this manner was an employee of Spencer Ogden; she stated that

these individuals were not employees of Procurement Services. Spencer Ogden

would invoice Procurement Services for payment of the workers, and Procurement

Services’ accounting department would verify the individual’s hourly rate and

handle payment to Spencer Ogden, which would then pay the worker. Gaskin

testified that the contract under which Hartley was hired was between Spencer

Ogden and PetroSaudi (Venezuela).

In response to PetroSaudi’s special appearance, as amended, Hartley argued

that PetroSaudi “undeniably conducts business” in Texas. He argued that this

business included having an office in Houston; holding training sessions for

employees in Houston; having a management team, a crewing manager, and a human

resources manager all located in Houston; and “performing work directly related to

the services provided by Hartley in Houston.” He argued that the invoices sent by

Spencer Ogden for payment for his services were sent to “PetroSaudi’s Houston

office.” These invoices, which Hartley attached as exhibits to his response, were

addressed to “PetroSaudi Oil Services Ltd.” and then stated an address on the North

11 Sam Houston Parkway in Houston—the same address that Procurement Services

used. Hartley also attached other documents addressed to “PetroSaudi Oil Services

Ltd.” that had the Houston address, including emails from Procurement Services

personnel that stated “PetroSaudi Oil Services Ltd” and the Houston address in the

signature block, travel documentation for Hartley’s return trip to the United States

following his injury, and compliance documents for the vessel’s “Safety

Management Certificate” and “International Ship Security Certificate.”4

Hartley also attached an email sent in September 2017 by Gaskin on behalf of

Myers to a list of undisclosed recipients. This email was entitled “PetroSaudi Oil

Services Town Hall Conference call script” and summarized an earlier conference

call that Myers had had with employees. Myers informed the employees that “[their]

current contract with PDVSA ends on November 7th this year [2017],” that Myers

“and the Executive Team in London have done their [utmost] to secure a contract

extension in Venezuela,” but because that did not appear likely, “the lack of business

prospects is likely to result in a restructuring of the business.” Myers stated that if a

contract extension could not be secured, the vessel would sail to Trinidad—where

4 Hartley also attached Myers’ complete deposition as an exhibit to his special appearance response. In his deposition, Myers speculated that the reason Spencer Ogden addressed its invoices for Hartley’s work in this manner was because Brian Davis, Procurement Services’ Crewing Manager, stated, in his email signature block, that he worked for PetroSaudi Oil Services and listed the Houston address. Myers speculated that the same thing occurred with the organization that completed the vessel’s required certificates. 12 the onboard equipment would be dismantled—and then on to Turkey to be sold for

scrap. Myers stated, “Regrettably this would have an impact on your employment

with the Company and although the HR team are looking at this on an individual

role basis I can provide some overall direction on what this is likely to look like.”

Myers stated:

For onshore employees including the Houston and Venezuelan offices who are needed to closeout operations/offices, terminations are likely to take place at the start of December. This could mean from now until then the officer workers will work towards closing out items relating to the [vessel] and the offices. Once a more concrete plan is in place the HR team will be in a position to communicate with each employee individually on their expected termination date. Please understand that this may take some time. It brings me great disappointment to have to deliver this news. I am immensely proud of Oil Services who have worked tirelessly over the years to perform the best job possible given the very difficult working environment. We should all be proud of what we have achieved and it is with regret that things did not turn out differently and I have had to communicate such news today. I will be flying to Houston next week to work with the management team to make more detailed plans. We will continue to keep you updated on any changes.

Gaskin’s email signature block identified her title—Human Resources Manager—

and stated “PetroSaudi Oil Services Ltd.” and the North Sam Houston Parkway

address.

Hartley also argued that PetroSaudi hired at least two Texas residents to work

on the M/V PetroSaudi Saturn, and he attached copies of these individuals’

13 employment agreements, which were entitled “PetroSaudi Oil Services Ltd (The

“Company”) Employment Agreement” and which listed Houston as the employee’s

“Point of Origin.” He further argued that PetroSaudi recruited Texas residents to

work on the vessel through both Procurement Services and Spencer Ogden and that

this constituted doing business in Texas. He argued that the trial court could exercise

general jurisdiction over PetroSaudi because it maintained an office in Texas and

therefore should be considered “at home” in this state. Alternatively, he argued that

PetroSaudi was subject to specific jurisdiction because it “relied on a Houston-based

company to extend an offer of employment to [Hartley] from a Houston address,”

“the Houston company invoiced PetroSaudi at its Houston address,” and “[i]t was

during this period of employment after being recruited by a Houston company that

[Hartley] suffered his injuries while working for PetroSaudi.”

Hartley then argued that Procurement Services was an alter ego of PetroSaudi

and its contacts with Texas could be imputed to PetroSaudi, pointing out that

Procurement Services was a wholly-owned subsidiary of PetroSaudi; Procurement

Services performed numerous functions for PetroSaudi but no contracts existed

between the companies; PetroSaudi submitted requisitions to Procurement Services

when the vessel needed supplies or personnel; Myers served as president of

PetroSaudi and as a director of Procurement Services; Procurement Services

ultimately reported to Myers; Procurement Services had little in the way of assets;

14 the companies shared a domain name; and Procurement Services employees stated

that they worked for PetroSaudi in their email signature blocks and LinkedIn

profiles.

Hartley also attached the full deposition of Chris Hudson. When asked to

explain the relationship between PetroSaudi Oil Services and Procurement Services,

Hudson testified:

Well, the way I understand it . . . is that PetroSaudi Oil Services is the one that was running the show in Venezuela. They are the ones that liaised with Pedevesa and the Venezuelans; and they provided the drill crews onboard, is the way I understand it.

Procurement Services, what we did was, if they needed materials, they submitted requisitions; if they needed services, they submitted requisitions; and our procurement manager would look for whatever they [were] asking for. And if it was, “We need lube oil,” she would find lube oil and have it sent down there to them.

Procurement Services arranged whatever they asked—whatever they needed, we arranged it.

Hudson testified that, at the time of the incident that formed the basis of the previous

personal injury lawsuit involving Procurement Services, he “was down there on

behalf of” PetroSaudi (Venezuela), but at the time he gave his deposition for that

prior case, he “was lumping everybody together. PetroSaudi Oil Services was

everybody outside Procurement Services, as far as I was concerned.” He testified, “I

do not now, nor have I ever, worked for . . . PetroSaudi Oil Services or PetroSaudi

15 Oil Services Venezuela.” He stated that, instead, he had worked for Procurement

Services since May 2014.5

On June 5, 2019, Hartley moved to strike PetroSaudi’s special appearance.

Hartley pointed out that, although PetroSaudi originally filed its special appearance

in July 2018, it amended its special appearance three times, did not set it for a hearing

until March 2019, passed the hearing after Hartley filed a response, and had not reset

the special appearance for a hearing. Hartley also pointed out that PetroSaudi had

refused to participate in merits-based discovery and that, while it had filed a motion

to quash and motion for a protective order related to this discovery, it had failed to

obtain the court’s ruling on these motions. Hartley argued that by failing to have its

special appearance heard by the court for over ten months PetroSaudi had waived its

special appearance.

PetroSaudi filed a reply and continued to argue that it did not have an office

in Texas and that it was not subject to personal jurisdiction in this state. As additional

evidence, PetroSaudi attached the affidavit of Alejandro Aguero, who was

Procurement Services’ Commercial Finance Manager and a director from April 2017

through April 2019. Aguero averred that PetroSaudi was a Cayman Islands

5 Hartley also attached the full transcript from Hudson’s deposition in the prior lawsuit. In that deposition, Hudson was asked, “Has there ever been a point in time where you’ve been a direct employee of Procurement Services?” Hudson answered, “No.” 16 corporation and that it was his understanding that PetroSaudi “never maintained an

office in Texas, and it certainly never maintained an office here during the time [he]

worked for” Procurement Services. He averred:

[Procurement Services] provided services and procured materials, labor and third-party services on an as-needed basis exclusively for PetroSaudi entities, but primarily for [PetroSaudi (Venezuela)]. The services it provided included, among other things, arranging for PetroSaudi employees to attend various training seminars and courses in Texas and elsewhere, arranging and booking airfare for those employees, arranging air travel for employees and contractors, including contract laborers, to and from projects, such as the maintenance work on the only remaining PetroSaudi drillship, PETROSAUDI SATURN.

Aguero averred that Procurement Services was responsible for obtaining the

required safety certifications for the vessel, and although the certifications were sent

to Procurement Services’ office, “those certifications named [PetroSaudi Oil

Services] because it was the PetroSaudi entity that was responsible for the adequacy

of the safety management protocol for the SATURN.” Aguero averred that the

certifications were sent to Procurement Services’ Houston office because two

Procurement Services employees worked with the issuing organization “in getting

those audit certifications issued on behalf of [PetroSaudi Oil Services].”

Aguero also averred that Procurement Services arranged for contract laborers

on the vessel, “and while [PetroSaudi (Venezuela)] coordinated the timing of their

arrivals and departures, [Procurement Services] would arrange for their payments.”

17 He averred that Procurement Services prepared the contract between PetroSaudi

(Venezuela) and Spencer Ogden, pursuant to which Hartley was hired. He averred:

In the case of Mr. Hartley, Spencer Ogden sent invoices to our office to the attention of [PetroSaudi Oil Services], even though Spencer Ogden entered into an agreement with [PetroSaudi (Venezuela)] for Mr. Hartley’s work. I believe the invoices were issued in this manner because Brian Davis, a [Procurement Services] contract employee who was the Crewing Manager . . . , used the [PetroSaudi Oil Services] name in his email signature block, and Spencer Ogden sent them to [Procurement Services] for payment using the information shown in Mr. Davis’s email.

He further averred that, after Hartley’s injury, Procurement Services made

arrangements for Hartley’s return to the United States “on behalf of” PetroSaudi

(Venezuela), “although the tickets were issued in the name of our parent company,

[PetroSaudi Oil Services].” Aguero speculated that because these arrangements were

made with Davis’s assistance, “the vendor or others merely referred to his name and

address on his emails when making these flight reservations.” Aguero also addressed

employment contracts for two individuals working on the vessel that were

“mistakenly prepared by [Procurement Services] in [PetroSaudi Oil Services’] name

instead of in [PetroSaudi (Venezuela)’s] name,” which Aguero described as an error

because PetroSaudi had no responsibility for manning the vessel—that was

PetroSaudi (Venezuela)’s responsibility.

Aguero also discussed the financing and control of Procurement Services. He

averred:

18 [Procurement Services] generated no income and was funded by [PetroSaudi (Venezuela)]. [Procurement Services] entered into an intercompany Services Agreement with [PetroSaudi (Venezuela)] whereby [Procurement Services] provided agreed-upon services for compensation to [Procurement Services] that included the costs of its office space and related expenses, employee salaries, bonuses and benefit programs, travel expenses, and all other costs and expenses incidental to [Procurement Services’] provision of services to [PetroSaudi (Venezuela)]. This agreement was in effect during the time the PETROSAUDI SATURN was in drydock in Panama, and later at the time of the incident forming the basis of Mr. Hartley’s lawsuit. . . .

The [Procurement Services] office was run by its employees without any day-to-day supervision by [PetroSaudi Oil Services]. We instituted our own procedures, set our own schedules and remained individually responsible for accomplishing the work needed for other PetroSaudi entities. We entered into agreements with vendors and other third parties in the maintenance of our Houston office and the accomplishment of our procurement function.

Aguero also averred that some of Procurement Services’ employees used

“PetroSaudi Oil Services” in their email signature blocks and LinkedIn profiles

“because [PetroSaudi Oil Services] is [Procurement Services’] parent company” and

“[t]he use of [PetroSaudi Oil Services’] name was no more than a matter of branding

than anything else.” He averred that none of Procurement Services’ employees were

instructed by PetroSaudi Oil Services to use the PetroSaudi name in that manner.6

In a separate filing, PetroSaudi responded to Hartley’s motion to strike its

special appearance and argued that it had not waived its special appearance.

6 PetroSaudi also attached the affidavit of Nysia Gaskin, and this affidavit contained essentially the same facts as Aguero’s affidavit. 19 PetroSaudi pointed out that, although the special appearance had been pending for

nearly a year, the trial court had not entered any merits-based rulings against

PetroSaudi. It also noted that, while Texas Rule of Civil Procedure 120a contained

due-order-of-pleading and due-order-of-hearing requirements, it contained no

requirement that a special appearance must be heard within a particular time frame

or else it is waived.

After a hearing, the trial court denied PetroSaudi’s special appearance without

stating a reason for its ruling. This interlocutory appeal followed. See TEX. CIV.

PRAC. & REM. CODE ANN. § 51.014(a)(7) (providing that party may take

interlocutory appeal from order denying special appearance).

Special Appearance

In three related issues, PetroSaudi challenges the trial court’s denial of its

special appearance. In its first issue, it argues that it did not waive its special

appearance. In its second issue, it argues that the evidence is legally and factually

insufficient to support the trial court’s exercise of personal jurisdiction over it. And

in its third issue, it argues that Procurement Services is not its alter ego, and therefore

Procurement Services’ contacts with Texas cannot be imputed to PetroSaudi.

A. Standard of Review

Whether a trial court has personal jurisdiction over a nonresident defendant is

a question of law that we review de novo. Old Republic Nat’l Title Ins. Co. v. Bell,

20 549 S.W.3d 550, 558 (Tex. 2018); M & F Worldwide Corp. v. Pepsi-Cola Metro.

Bottling Co., 512 S.W.3d 878, 885 (Tex. 2017). In resolving this legal question,

however, the trial court must frequently resolve 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 relating to its

decision on a special appearance, we imply all relevant facts necessary to support

the judgment that are supported by evidence. Bell, 549 S.W.3d at 558; Moncrief Oil

Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 (Tex. 2013). We presume that the

trial court resolved all factual disputes in favor of its judgment. Coleman, 83 S.W.3d

at 806. If the appellate record includes the reporter’s record and the clerk’s record,

the trial court’s implied findings are not conclusive, and they may be challenged for

legal and factual sufficiency of the evidence. BMC Software Belg., N.V. v.

Marchand, 83 S.W.3d 789, 795 (Tex. 2002); Washington DC Party Shuttle, LLC v.

IGuide Tours, LLC, 406 S.W.3d 723, 729 (Tex. App.—Houston [14th Dist.] 2013,

pet. denied). On appeal, the scope of review includes all of the evidence in the record.

Washington DC Party Shuttle, 406 S.W.3d at 729.

We review the challenged factual findings by using the same standards that

we use to review jury findings. Id. When reviewing a finding for legal sufficiency,

we consider the evidence in the light most favorable to the finding and indulge every

reasonable inference that supports the challenged finding. Id. (citing City of Keller

21 v. Wilson, 168 S.W.3d 802, 827 (Tex. 2005)). We credit favorable evidence if a

reasonable factfinder could, and we disregard contrary evidence unless a reasonable

factfinder could not. Id. Evidence is legally insufficient to support the implied

finding only if: (1) there is a complete absence of evidence of a vital fact; (2) we are

barred by rules of law or evidence from giving weight to the only evidence offered

to prove a vital fact; (3) the evidence offered to prove a vital fact is no more than a

mere scintilla; or (4) the evidence establishes conclusively the opposite of the vital

fact. Id.

In reviewing the factual sufficiency of the evidence supporting implied

findings, we consider all of the evidence, and we will set aside a finding only if it is

so against the great weight and preponderance of the evidence as to be clearly wrong

and unjust. Id. We may not substitute our judgment for that of the factfinder or pass

upon the credibility of the witnesses. Watamar Hldg. S.A. v. SFM Hldgs., S.A., 583

S.W.3d 318, 325 (Tex. App.—Houston [14th Dist.] 2019, no pet.). If the evidence

supports the implied fact findings, we must uphold the trial court’s judgment on any

legal theory supported by the findings. Washington DC Party Shuttle, 406 S.W.3d

at 729; Watamar Hldg., 583 S.W.3d at 325–26 (“The amount of evidence necessary

to affirm a judgment is far less than that necessary to reverse a judgment.”).

22 B. Exercise of Personal Jurisdiction

Texas courts may exercise personal jurisdiction over a nonresident defendant

if (1) the Texas long-arm statute authorizes the exercise of jurisdiction, and (2) the

exercise of jurisdiction is consistent with state and federal due-process guarantees.

Bell, 549 S.W.3d at 558 (quoting Moncrief Oil Int’l, 414 S.W.3d at 149). The long-

arm statute permits Texas courts to exercise jurisdiction over a nonresident

defendant that “does business” in Texas. BMC Software, 83 S.W.3d at 795. Under

the long-arm statute, a nonresident does business in Texas if, “[i]n addition to other

acts that may constitute doing business,” the nonresident (1) contracts by mail or

otherwise with a Texas resident and either party is to perform the contract in whole

or in part in Texas; (2) commits a tort in whole or in part in Texas; or (3) recruits

Texas residents, directly or through an intermediary located in Texas, for

employment inside or outside of Texas. TEX. CIV. PRAC. & REM. CODE ANN.

§ 17.042; Bell, 549 S.W.3d at 558–59.

To establish personal jurisdiction over a nonresident defendant, federal due

process standards require that the defendant have “certain minimum contacts with

[the forum state] such that the maintenance of the suit does not offend ‘traditional

notions of fair play and substantial justice.’” Bell, 549 S.W.3d at 559 (quoting Int’l

Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). A defendant establishes

minimum contacts with a forum state when it “purposefully avails itself of the

23 privilege of conducting activities within the forum state, thus invoking the benefits

and protections of its laws.” Retamco Operating, Inc. v. Republic Drilling Co., 278

S.W.3d 333, 338 (Tex. 2009) (quoting Hanson v. Denckla, 357 U.S. 235, 253

(1958)). The defendant’s activities “must justify a conclusion that the defendant

could reasonably anticipate being called into a Texas court.” Bell, 549 S.W.3d at

559; Retamco Operating, 278 S.W.3d at 338; see TV Azteca v. Ruiz, 490 S.W.3d 29,

37 (Tex. 2016) (“Due process requires purposeful availment because personal

jurisdiction ‘is premised on notions of implied consent—that by invoking the

benefits and protections of a forum’s laws, a nonresident consents to suit there.’”)

(quoting Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex.

2005)).

When determining whether a defendant has purposefully availed itself of the

privilege of conducting activities in Texas, we consider three factors:

First, only the defendant’s contacts with the forum are relevant, not the unilateral activity of another party or a third person. Second, the contacts relied upon must be purposeful rather than random, fortuitous, or attenuated. . . . Finally, the defendant must seek some benefit, advantage or profit by availing itself of the jurisdiction.

Bell, 549 S.W.3d at 559 (quoting Moncrief Oil Int’l, 414 S.W.3d at 151); TV Azteca,

490 S.W.3d at 38 (stating that defendant’s contacts must be “purposefully directed”

to Texas and “must result from the defendant’s own ‘efforts to avail itself of the

forum’”) (quoting Guardian Royal Exch. Assurance, Ltd. v. English China Clays,

24 P.L.C., 815 S.W.2d 223, 228 (Tex. 1991), and Moki Mac River Expeditions v.

Drugg, 221 S.W.3d 569, 576 (Tex. 2007)). A nonresident may purposefully avoid

jurisdiction “by structuring its transactions so as neither to profit from the forum’s

laws nor be subject to its jurisdiction.” Michiana Easy Livin’ Country, 168 S.W.3d

at 785. We assess the quality and the nature of the contacts, not the quantity. TV

Azteca, 490 S.W.3d at 38.

A defendant’s contacts with the forum may give rise to either general or

specific jurisdiction. Bell, 549 S.W.3d at 559; M & F Worldwide, 512 S.W.3d at 885.

General jurisdiction, on which we base our decision, “involves a court’s ability to

exercise jurisdiction over a nonresident defendant based on any claim, including

claims unrelated to the defendant’s contacts with the state.” M & F Worldwide, 512

S.W.3d at 885 (quoting PHC-Minden, LP v. Kimberly-Clark Corp., 235 S.W.3d 163,

168 (Tex. 2007)); see Bristol-Myers Squibb Co. v. Superior Ct. of Cal., 137 S. Ct.

1773, 1780 (2017) (“A court with general jurisdiction may hear any claim against

that defendant, even if all the incidents underlying the claim occurred in a different

State.”). General jurisdiction is established when a defendant’s affiliations with the

state “are so ‘continuous and systematic’ as to render [it] essentially at home in the

forum State.” M & F Worldwide, 512 S.W.3d at 885 (quoting Goodyear Dunlop

Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)); Searcy v. Parex Res.,

25 Inc., 496 S.W.3d 58, 72 (Tex. 2016) (“[G]eneral jurisdiction relies on the defendant

itself being tied up—almost entangled in a web—with the forum state.”).

For a corporation the “paradigm” forums for the exercise of general

jurisdiction are the place of incorporation and its principal place of business.

Daimler AG v. Bauman, 571 U.S. 117, 137 (2014); see Bristol-Myers Squibb, 137

S. Ct. at 1780 (“For an individual, the paradigm forum for the exercise of general

jurisdiction is the individual’s domicile; for a corporation, it is an equivalent place,

one in which the corporation is fairly regarded as at home.”) (quoting Goodyear

Dunlop Tires Operations, 564 U.S. at 924). “The exercise of general jurisdiction is

not limited to these forums; in an ‘exceptional case,’ a corporate defendant’s

operations in another forum ‘may be so substantial and of such a nature as to render

the corporation at home in that State.’” BNSF Ry. Co. v. Tyrrell, 137 S. Ct. 1549,

1558 (2017) (quoting Daimler AG, 571 U.S. at 139 n.19); Searcy, 496 S.W.3d at 72

(“Continuous and systematic contacts that fail to rise to this relatively high level are

insufficient to confer general jurisdiction over a nonresident defendant.”).

The general jurisdiction inquiry “does not focus solely on the magnitude of

the defendant’s in-state contacts.” BNSF Ry., 137 S. Ct. at 1559 (quoting Daimler

AG, 571 U.S. at 139 n.20). Instead, “the inquiry ‘calls for an appraisal of a

corporation’s activities in their entirety” because “‘[a] corporation that operates in

many places can scarcely be deemed at home in all of them.’” Id. (quoting Daimler

26 AG, 571 U.S. at 139 n.20). The Texas Supreme Court has held that if a nonresident

corporation owns a subsidiary located in Texas, “this ownership is not ipso facto

sufficient to confer jurisdiction over the nonresident owner itself.” Searcy, 496

S.W.3d at 72. “Courts do not have general jurisdiction over corporate defendants

that are neither incorporated in the forum state nor have their principal place of

business there, absent some relatively substantial contacts with the forum state.” Id.

When personal jurisdiction is challenged, the plaintiff and the nonresident

defendant bear shifting burdens of proof. Bell, 549 S.W.3d at 559; Kelly v. Gen.

Interior Constr., 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 scope of Texas’s long-arm statute. Bell, 549 S.W.3d at 559; Kelly, 301

S.W.3d at 658. The trial court may consider the plaintiff’s original pleadings as well

as his response to the defendant’s special appearance in determining whether the

plaintiff satisfied his initial burden. Predator Downhole Inc. v. Flotek Indus., Inc.,

504 S.W.3d 394, 402 (Tex. App.—Houston [1st Dist.] 2016, no pet.); Touradji v.

Beach Capital P’ship, L.P., 316 S.W.3d 15, 23 (Tex. App.—Houston [1st Dist.]

2010, no pet.). If the plaintiff fails to plead facts bringing the defendant within the

reach of the long-arm statute, “the defendant need only prove that it does not live in

Texas to negate jurisdiction.” Kelly, 301 S.W.3d at 658–59. In conducting our

review, we accept as true the allegations in the petition. Touradji, 316 S.W.3d at 23.

27 If the plaintiff meets its initial pleading burden, the burden shifts to the

defendant to negate all bases of personal jurisdiction alleged by the plaintiff. Bell,

549 S.W.3d at 559; Kelly, 301 S.W.3d at 658 (“Because the plaintiff defines the

scope and nature of the lawsuit, the defendant’s corresponding burden to negate

jurisdiction is tied to the allegations in the plaintiff’s pleading.”). The defendant can

negate jurisdiction on either a factual or a legal basis. Kelly, 301 S.W.3d at 659.

Factually, the defendant can present evidence that it has no contacts with Texas,

“effectively disproving the plaintiff’s allegations.” Id. The plaintiff can then respond

with its own evidence affirming its allegations, and if it does not present evidence

establishing personal jurisdiction, it risks dismissal of its suit. Id. Legally, the

defendant can show that, even if the plaintiff’s alleged facts are true, the evidence is

legally insufficient to establish jurisdiction; the defendant’s contacts with Texas do

not constitute purposeful availment; for specific jurisdiction, that the claims do not

arise from the contacts with Texas; or that the exercise of jurisdiction offends

traditional notions of fair play and substantial justice. Id.

If the defendant negates the plaintiff’s jurisdictional allegations, the plaintiff

must respond with evidence that establishes “the requisite link with Texas.” TMX

Fin. Hldgs., Inc. v. Wellshire Fin. Servs., LLC, 515 S.W.3d 1, 7 (Tex. App.—

Houston [1st Dist.] 2016, pet. dism’d) (quoting Kelly, 301 S.W.3d at 660). Once the

defendant has produced credible evidence negating all bases of jurisdiction, the

28 plaintiff then bears the ultimate burden to establish that Texas courts can exercise

personal jurisdiction over the defendant as a matter of law. Id. (quoting Vak v. Net

Matrix Sols., Inc., 442 S.W.3d 553, 558 (Tex. App.—Houston [1st Dist.] 2014, no

pet.)); Predator Downhole, 504 S.W.3d at 402.

C. Waiver of Special Appearance

Texas Rule of Civil Procedure 120a governs special appearances. It provides:

1. [A] special appearance may be made by any party either in person or by attorney for the purpose of objecting to the jurisdiction of the court over the person or property of the defendant on the ground that such party or property is not amenable to process issued by the courts of this State. . . . Such special appearance shall be made by sworn motion filed prior to motion to transfer venue or any other plea, pleading or motion . . . . Every appearance, prior to judgment, not in compliance with this rule is a general appearance.

2. Any motion to challenge the jurisdiction provided for herein shall be heard and determined before a motion to transfer venue or any other plea or pleading may be heard. No determination of any issue of fact in connection with the objection to jurisdiction is a determination of the merits of the case or any aspect thereof.

TEX. R. CIV. P. 120a(1)–(2). A party availing itself of the special appearance

procedure in Rule 120a must strictly comply with the terms of the rule because

failure to do so results in waiver. Trenz v. Peter Paul Petroleum Co., 388 S.W.3d

796, 800 (Tex. App.—Houston [1st Dist.] 2012, no pet.). A party waives its special

appearance, and enters a general appearance, when it: (1) invokes the judgment of

the court on any question other than the court’s jurisdiction; (2) recognizes by its

acts that an action is properly pending; or (3) seeks affirmative action from the court.

29 Exito Elecs. Co. v. Trejo, 142 S.W.3d 302, 304 (Tex. 2004) (per curiam) (citing

Dawson-Austin v. Austin, 968 S.W.2d 319, 322 (Tex. 1998)). A party does not waive

its jurisdictional challenge by seeking affirmative relief consistent with the special

appearance. Nationwide Distrib. Servs., Inc. v. Jones, 496 S.W.3d 221, 225 (Tex.

App.—Houston [1st Dist.] 2016, no pet.).

The plain language of Rule 120a requires that a special appearance be filed

prior to a motion to transfer venue or any other plea, pleading, or motion—the “due

order of pleading” requirement. Exito Elecs., 142 S.W.3d at 305. Rule 120a also

“dictates the order in which motions may be heard with respect to a special

appearance—the due-order-of-hearing requirement.” Trenz, 388 S.W.3d at 800.

“The test for whether a party has made a general appearance by obtaining a hearing

on another motion before obtaining a ruling on his special appearance is whether the

other motion sought ‘affirmative relief inconsistent with [his] assertion that the

district court lacked jurisdiction.’” Id. at 803 (quoting Dawson-Austin, 968 S.W.2d

at 323).

Hartley argues that PetroSaudi waived its special appearance because

PetroSaudi filed its special appearance in July 2018, amended it three times over the

next seven months, passed the hearing that was scheduled on its special appearance

in March 2019, and did not immediately re-set the special appearance for a hearing.

Hartley argues that PetroSaudi’s “delay in bringing its special appearance before the

30 trial court waived its right to argue that it is not subject to the personal jurisdiction

of that court.” Hartley cites no law for the proposition that delay alone is enough to

waive a special appearance.

Hartley does not contend that PetroSaudi violated either the due-order-of-

pleading requirement or the due-order-of-hearing requirement. The record reflects

that PetroSaudi’s special appearance, filed on July 18, 2018, was the first pleading

that PetroSaudi filed in this case, thus satisfying the due-order-of-pleading

requirement. See TEX. R. CIV. P. 120a(1) (“Such special appearance shall be made

by sworn motion filed prior to motion to transfer venue or any other plea, pleading

or motion . . . .”). The record also reflects that, although PetroSaudi filed a motion

to quash and a motion for a protective order—seeking to halt Hartley’s pursuit of

allegedly merits-based discovery while the special appearance remained pending—

its special appearance was the first pleading brought to a hearing before the trial

court, thus satisfying the due-order-of-hearing requirement. See TEX. R. CIV. P.

120a(2) (“Any motion to challenge the jurisdiction provided for herein shall be heard

and determined before a motion to transfer venue or any other plea or pleading may

be heard.”).

The plain language of Rule 120a does not contain a requirement that a special

appearance be brought before the trial court within a specified time period, and we

31 decline to impose such a requirement here.7 We agree with PetroSaudi that in this

case, in which there was a delay before PetroSaudi’s special appearance was brought

to a hearing but the special appearance was still the first pleading heard by the trial

court, it did not waive its special appearance. We now turn to the merits of

PetroSaudi’s special appearance.

7 We note that our sister courts have held that “[a] defendant waives his special appearance by not timely pressing for a hearing.” Milacron Inc. v. Performance Rail Tie, L.P., 262 S.W.3d 872, 876 (Tex. App.—Texarkana 2008, no pet.) (stating such in case in which defendant filed special appearance after opening statements and did not secure ruling on special appearance before proceeding to trial on merits); Bruneio v. Bruneio, 890 S.W.2d 150, 154 (Tex. App.—Corpus Christi–Edinburg 1994, no writ) (stating, in case in which defendant filed special appearance but did not seek hearing on that issue before case went to trial on merits, that specially- appearing defendant bears burden to request hearing and “specifically call that request to the trial court’s attention” and stating that defendant “waives his special appearance by not timely pressing for a hearing thereon”); Steve Tyrell Prods., Inc. v. Ray, 674 S.W.2d 430, 436–37 (Tex. App.—Austin 1984, no writ) (holding, in case in which defendants filed special appearance after default judgment was rendered and then moved for new trial before trial court held hearing on special appearance, that defendants “waived their special appearance by not timely pressing for a hearing on their special appearance motion to the jurisdiction”); see also Kehoe v. Pollack, 526 S.W.3d 781, 789–90 (Tex. App.—Houston [14th Dist.] 2017, no pet.) (“A defendant waives its special appearance by failing to get a ruling on the special appearance before the trial on the merits begins or before the court adjudicates the merits of the claims against the defendant.”). None of these cases require a special appearance to be heard within a specific time frame; instead, they comport with the due-order-of-hearing requirement that, generally, a special appearance must be the first matter heard by the trial court to avoid waiver of the special appearance. Here, although one year passed between PetroSaudi’s filing of its special appearance and the hearing on its special appearance, the special appearance was the first matter heard by the trial court, and thus PetroSaudi complied with the due-order-of-hearing requirement. 32 D. Minimum Contacts with Texas

1. Whether PetroSaudi has an office in Texas

PetroSaudi argues that it lacks minimum contacts with Texas to support the

exercise of either general or specific jurisdiction. Specifically, it argues that it is a

Cayman Islands corporation with its principal place of business in London, and it

does not have an office located in Houston—instead, that office belongs to

Procurement Services, PetroSaudi’s wholly-owned subsidiary. As evidence

supporting this argument, PetroSaudi points to the affidavit and deposition testimony

of Myers and the affidavit of Aguero. It also argues that it does not manage or operate

the vessel on which Hartley was allegedly injured, that this vessel has never been

chartered to a Texas company, and that PetroSaudi has never entered into a drilling

contract with a Texas company. It further argues that it does not solicit business in

Texas, does not own property in Texas, does not keep business records in Texas, has

not been involved in any banking or accounting work in Texas, has never performed

any work in whole or in part in Texas, has never paid any taxes in Texas, and has

never held any corporate meetings in Texas. PetroSaudi acknowledges that it has

occasionally sent employees to Texas for training and seminars. PetroSaudi argues

that this contact is not sufficient to confer jurisdiction upon it.

Hartley disputes PetroSaudi’s contention that it does not have an office in

Texas. He argues that the office on the North Sam Houston Parkway in Houston is

33 not just the office of Procurement Services, but is also an office of PetroSaudi itself.

As evidence supporting his argument, Hartley presented invoices from Spencer

Ogden concerning Hartley’s work on the vessel that were addressed to “PetroSaudi

Oil Services Ltd.” and listed the address on the North Sam Houston Parkway,

numerous emails from Brian Davis—who identified himself as a “Crewing

Manager”—concerning Hartley’s travel information after his injury that stated

“PetroSaudi Oil Services Ltd.” and the North Sam Houston Parkway address in the

signature block, documents from the travel agency that booked Hartley’s return

flight and listed “PetroSaudi Oil Services” and the North Sam Houston Parkway

address, and evidence that several Procurement Services employees, in their email

signature blocks and LinkedIn profiles, listed “PetroSaudi Oil Services Ltd.” and the

North Sam Houston Parkway address. Hartley presented compliance documents,

safety management certificates, and ship security certificates for the vessel, all

created by a third party, that listed “PetroSaudi Oil Services Ltd.” and the North Sam

Houston Parkway address. Hartley also presented an email sent by Procurement

Services’ Human Resources Manager on behalf of Myers concerning the future of

the vessel that referred to the “Houston office,” “Oil Services,” an “Executive Team”

in London, and a “management team” in Houston. None of these documents

referenced Procurement Services.

34 The trial court thus had before it conflicting evidence concerning whether

PetroSaudi has an office in Houston at the North Sam Houston Parkway address.

When, as here, the trial court does not make findings of fact and conclusions of law,

we imply all relevant facts necessary to support the judgment that are supported by

the evidence. See Bell, 549 S.W.3d at 558. We presume that the trial court resolved

all factual disputes in favor of its judgment. See Coleman, 83 S.W.3d at 806. We

therefore imply a factual finding that PetroSaudi has an office in Houston.

PetroSaudi argues on appeal that this finding is not supported by legally or

factually sufficient evidence. A legal sufficiency challenge must fail if there is any

evidence of probative force to support the challenged finding. Capital Tech. Info.

Servs., Inc. v. Arias & Arias Consultores, 270 S.W.3d 741, 751 (Tex. App.—Dallas

2008, pet. denied). When reviewing a finding for legal sufficiency, we consider the

evidence in the light most favorable to the finding and indulge every reasonable

inference that supports the challenged finding. Washington DC Party Shuttle, 406

S.W.3d at 729. Here, the evidence is conflicting concerning whether PetroSaudi has

an office in Houston at the North Sam Houston Parkway address. Because Hartley

presented some evidence of probative force supporting the implied finding that

PetroSaudi does have an office in Houston, we cannot conclude that this finding is

not supported by legally sufficient evidence.

35 Similarly, although the evidence is conflicting, the trial court’s implied

finding is not so against the great weight and preponderance of the evidence that it

is clearly wrong and unjust. See id. Myers, the president of PetroSaudi, testified in

his affidavit and in his deposition that PetroSaudi is registered in the Cayman

Islands, that he is its sole employee and that he works in London, and that PetroSaudi

has never had an office in Texas. Aguero, the former Commercial Finance Manager

of Procurement Services, testified similarly in his affidavit. The trial court had

evidence before it, however, that Procurement Services employees routinely

represented through their email signature blocks that their employer was “PetroSaudi

Oil Services Ltd.” with an address on the North Sam Houston Parkway in Houston.

Myers himself, in an email entitled “PetroSaudi Oil Services Town Hall Conference

call script,” referred to “Oil Services,” a “Houston office,” an “Executive Team” in

London, and a “management team” in Houston. Spencer Ogden invoiced

“PetroSaudi Oil Services Ltd.” at this Houston address for payment for Hartley’s

work on the vessel, the travel agency hired to obtained plane tickets for Hartley to

the United States after his injury referred to “PetroSaudi Oil Services Ltd” at the

Houston address, and the organization responsible for obtaining various

certifications for the vessel also referred to “PetroSaudi Oil Services Ltd” at the

Houston address. This evidence is more than an isolated reference to PetroSaudi and

a Houston address. We conclude that factually sufficient evidence supports the trial

36 court’s implied finding that PetroSaudi has an office in Houston. We now turn to

whether exercising personal jurisdiction over PetroSaudi comports with due process

guarantees.

2. General jurisdiction

Hartley argues that PetroSaudi’s contacts with Texas, specifically, its office

in Houston, subject it to both general and specific jurisdiction. As stated above,

general jurisdiction is established when a defendant’s affiliations with the state “are

so ‘continuous and systematic’ as to render [it] essentially at home in the forum

State.” M & F Worldwide, 512 S.W.3d at 885 (quoting Goodyear Dunlop Tires

Operations, 564 U.S. at 919); Searcy, 496 S.W.3d at 72 (“[G]eneral jurisdiction

relies on the defendant itself being tied up—almost entangled in a web—with the

forum state.”). Typically, for a corporation, the “paradigm” forums that can exercise

general jurisdiction are the corporation’s place of incorporation and its principal

place of business, see Daimler AG, 571 U.S. at 137, although the exercise of general

jurisdiction is not limited to these forums, and, in exceptional cases, “a corporate

defendant’s operations in another forum ‘may be so substantial and of such a nature

as to render the corporation at home in that State.’” BNSF Ry., 137 S. Ct. at 1558.

“Courts do not have general jurisdiction over corporate defendants that are neither

incorporated in the forum state nor have their principal place of business there,

37 absent some relatively substantial contacts with the forum state.” Searcy, 496

S.W.3d at 72.

This Court has stated that, for a Texas court to exercise general jurisdiction

over a defendant, the defendant “usually ‘must be engaged in longstanding business

in the forum state, such as marketing or shipping products, or performing services

or maintaining one or more offices there; activities that are less extensive than that

will not qualify for general in personam jurisdiction.’” Predator Downhole, 504

S.W.3d at 407 (quoting PHC-Minden, 235 S.W.3d at 168). The maintenance of an

office or a physical presence in Texas is an indicator of a corporation’s connection

with Texas. Bautista v. Trinidad Drilling Ltd., 484 S.W.3d 491, 502 (Tex. App.—

Houston [1st Dist.] 2016, no pet.). However, having an office or a physical presence

in Texas “does not require a finding of general jurisdiction.” Waterman S.S. Corp.

v. Ruiz, 355 S.W.3d 387, 418–19 (Tex. App.—Houston [1st Dist.] 2011, pet. denied)

(quoting Alenia Spazio, S.p.A. v. Reid, 130 S.W.3d 201, 217 (Tex. App.—Houston

[14th Dist.] 2003, pet. denied)). The significance of an office in Texas depends on

the type and nature of the office maintained. Id. at 419; Alenia Spazio, 130 S.W.3d

at 217 (“If a defendant maintains a permanent general business office through which

it solicits business in Texas, then this factor tends to weigh strongly in favor of

general jurisdiction.”). “[G]eneral jurisdiction is appropriate if the nature of a

defendant’s contacts with the forum is central to its business.” RSR Corp. v.

38 Siegmund, 309 S.W.3d 686, 708 (Tex. App.—Dallas 2010, no pet.) (concluding that

minimum contacts supported exercise of general jurisdiction over company where

company’s main business was “to search for possible international business

opportunities for one client and to provide services for managing construction

projects for another client,” employee who worked out of home office in Dallas was

“the sole provider for [the company’s] international business development services,”

and employee “actively managed one of the company’s main clients”); see Bautista,

484 S.W.3d at 502 (stating that general jurisdiction inquiry is whether quality and

nature of contacts in Texas render corporation “essentially at home” in Texas).

The special appearance record contains evidence that PetroSaudi was

incorporated in the Cayman Islands, had its principal place of business in London,

where Myers worked, and had an office in Houston. The business of PetroSaudi, as

well as that of its subsidiaries Procurement Services and PetroSaudi (Venezuela),

was focused on finding opportunities for and operating the vessel, a drillship which,

at the time of Hartley’s injury, was anchored off the coast of Trinidad and Tobago.

Activities conducted in the Houston office included obtaining supplies and crew for

the vessel, such as contracting with third-party companies like Spencer Ogden, and

making travel arrangements for crew personnel. Email correspondence reflects that

39 the Human Resources team and a “management team” were located in Houston.8

The record contains evidence—specifically, two “Company Employment

Agreements”—that PetroSaudi hired two Texas residents to work on the vessel and

that their “Point of Origin” was Houston. These contracts specifically stated

“PetroSaudi Oil Services Ltd.” as the employer. Although Myers testified in his

deposition and Aguero testified in his affidavit that these contracts were

“mistakenly” prepared in PetroSaudi’s name, and should have instead been prepared

in the name of PetroSaudi (Venezuela), the trial court, as the factfinder, could have

found this explanation to be not credible and so resolved this dispute against

PetroSaudi. See Coleman, 83 S.W.3d at 806 (presuming that trial court in special

appearance resolved all disputed facts in favor of judgment); Watamar Hldg., 583

S.W.3d at 325 (stating that we may not substitute our judgment for that of factfinder

or pass upon credibility of witnesses).

8 PetroSaudi argues that no “management team” existed in Houston because the only employee of PetroSaudi was Myers, who worked in London, and he was the “management team.” The September 2017 email sent by Nysia Gaskin on behalf of Myers specifically stated, “I [Myers] will be flying to Houston next week to work with the management team to make more detailed plans.” PetroSaudi argues on appeal that this refers to Procurement Services’ management team. However, Procurement Services is not mentioned in this email; only PetroSaudi Oil Services is mentioned. We presume that the trial court resolved this factual dispute in favor of its judgment and impliedly found that a PetroSaudi management team is located in the Houston office. See Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801, 806 (Tex. 2002). 40 It is clear from the evidence that the work performed in the Houston office

was integral to the operation of the vessel, the success of which was the focus of

PetroSaudi’s business. The Houston office was not merely incidental to PetroSaudi’s

work but was instead akin to a “general business office” located in Texas. We

therefore conclude that PetroSaudi’s contacts with Texas were such that it was

essentially “at home” in Texas and, therefore, the trial court did not err in ruling that

PetroSaudi had sufficient minimum contacts with Texas to support the exercise of

personal jurisdiction. See Bautista, 484 S.W.3d at 502; Siegmund, 309 S.W.3d at

708.

3. Fair play and substantial justice

As we have determined that PetroSaudi has sufficient minimum contacts with

Texas to support personal jurisdiction, we now must decide whether exercising that

jurisdiction comports with traditional notions of fair play and substantial justice. See

Bell, 549 S.W.3d at 559; Retamco Operating, 278 S.W.3d at 341. In making this

determination we consider the following factors, when appropriate:

(1) the burden on the defendant; (2) the interests of the forum in adjudicating the dispute; (3) the plaintiff’s interest in obtaining convenient and effective relief; (4) the international judicial system’s interest in obtaining the most efficient resolution of controversies; and (5) the shared interest of the several nations in furthering fundamental substantive social policies.

Cornerstone Healthcare Grp. Hldg., Inc. v. Nautic Mgmt. VI, L.P., 493 S.W.3d 65,

74 (Tex. 2016); Moncrief Oil Int’l, 414 S.W.3d at 155. “If a nonresident has

41 minimum contacts with the forum, rarely will the exercise of jurisdiction over the

nonresident not comport with traditional notions of fair play and substantial justice.”

Moncrief Oil Int’l, 414 S.W.3d at 154–55. The defendant bears the burden of

presenting a compelling case that the presence of some consideration would render

the exercise of jurisdiction over it unreasonable. Hoagland v. Butcher, 474 S.W.3d

802, 816 (Tex. App.—Houston [14th Dist.] 2014, no pet.).

On appeal, PetroSaudi argues, in a conclusory statement, that because it lacks

sufficient minimum contacts with Texas, exercising personal jurisdiction over it

would not comport with traditional notions of fair play and substantial justice. In its

special appearance, it argued that litigating this case in Texas would be a great

burden because it does not have minimum contacts with Texas, Hartley is a

Louisiana resident, none of the events giving rise to the litigation occurred in Texas,

and no relevant medical or fact witnesses are located in Texas. PetroSaudi argued

that because this dispute is “between two non-Texas citizens arising out of an alleged

incident that occurred outside of Texas and for which no medical treatment has been

rendered in Texas,” Texas has no special interest in adjudicating this dispute.

PetroSaudi also argued that dismissal of the suit against it would not prevent Hartley

from obtaining relief because “there are other forums available to him, i.e., Louisiana

(Plaintiff’s residence).”

42 We have concluded, however, that evidence supports the trial court’s implied

finding that PetroSaudi maintains an office in Houston and that it has sufficient

minimum contacts with Texas to support the exercise of jurisdiction in this state.

Although it might be burdensome for Myers, as PetroSaudi’s president, to travel to

Texas to participate in litigation, “the same can be said of all nonresidents” and

“[d]istance alone cannot ordinarily defeat jurisdiction.” Moncrief Oil Int’l, 414

S.W.3d at 155; Guardian Royal Exch. Assurance, 815 S.W.2d at 231 (noting that

“modern 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”)

(quoting McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223 (1957)). Furthermore, there

is evidence in the record that Myers has traveled to Houston on business before.

PetroSaudi might be burdened by having to participate in litigation in Texas—a

burden that would occur regardless of where Hartley sued PetroSaudi—but

PetroSaudi has not demonstrated that this burden is an unreasonable one. See

Hoagland, 474 S.W.3d at 816 (stating that defendant bears burden of presenting

“compelling case” that Texas’s exercise of jurisdiction over it would be

unreasonable).

Although PetroSaudi is correct that Hartley is not a Texas resident, his alleged

injury did not occur in Texas, he did not seek medical treatment in Texas, and the

vessel was not located in Texas, and therefore Texas does not have as great an

43 interest in this proceeding as it would were Hartley a Texas resident or his injury

occurred in Texas, Hartley also sued two Spencer Ogden entities and Procurement

Services, all of which are Texas residents and generally appeared in the underlying

lawsuit. Procurement Services is owned by PetroSaudi. Litigating the claims against

PetroSaudi, an entity that has minimum contacts with Texas, along with the other

named defendants together in Texas promotes judicial economy. See Cornerstone,

493 S.W.3d at 74 (considering facts that several other defendants had not challenged

jurisdiction and litigating claims against all defendants together promoted judicial

economy).

We conclude that PetroSaudi has not presented a “compelling case” that the

exercise of jurisdiction over it in Texas would be unreasonable such that exercising

jurisdiction would offend traditional notions of fair play and substantial justice. See

Moncrief Oil Int’l, 414 S.W.3d at 154–55 (“If a nonresident has minimum contacts

with the forum, rarely will the exercise of jurisdiction over the nonresident not

comport with traditional notions of fair play and substantial justice.”). We hold that

the trial court did not err by denying PetroSaudi’s special appearance.

We overrule PetroSaudi’s second issue.9

9 Because we hold that the trial court did not err to the extent it concluded that PetroSaudi itself had minimum contacts with Texas, we need not address PetroSaudi’s third issue—whether the trial court erred by impliedly concluding that Procurement Services and PetroSaudi were alter egos, such that Procurement Services’ contacts with Texas could be imputed to PetroSaudi. 44 Conclusion

We affirm the order of the trial court.

Evelyn V. Keyes Justice

Panel consists of Justices Keyes, Lloyd, and Landau.