Red Box Energy Services Pte. Ltd. and RBES B v. v. William Buck

• Court: Court of Appeals of Texas
• Decided: January 23, 2025
• Docket: 09-23-00386-CV
• Status: Published

Opinion

In The

Court of Appeals

Ninth District of Texas at Beaumont

________________

NO. 09-23-00386-CV ________________

RED BOX ENERGY SERVICES PTE. LTD. and RBES B.V., Appellants

V.

WILLIAM BUCK, Appellee

________________________________________________________________________

On Appeal from the 58th District Court Jefferson County, Texas Trial Cause No. A-209,302 ________________________________________________________________________

MEMORANDUM OPINION

Appellants Red Box Energy Services Pte. Ltd. and RBES B.V. (collectively

“Appellants”) filed an interlocutory appeal from the trial court’s denial of

Appellants’ special appearances. See Tex. Civ. Prac. & Rem. Code Ann. §

51.014(a)(7). For the reasons explained below, we reverse the trial court’s order

denying Appellants’ special appearance and render the judgment the trial court

1 should have rendered, dismissing Appellee William Buck’s (“Appellee”) claims

against Appellants for lack of personal jurisdiction. See Tex. R. App. P. 43.2(c).

Background

On February 8, 2022, Appellee filed the underlying lawsuit for personal

injuries that he allegedly sustained on April 23, 2021, while onboard the AUDAX,

a vessel docked at the Port of Beaumont in Beaumont, Jefferson County, Texas.

Appellee was aboard the vessel acting as a fire watch for his employer, Biehl

International Corporation, LLC and/or Biehl & Co. Texas, LLC (“Biehl”) when he

was allegedly injured. At the time of Appellee’s alleged injury, the AUDAX was

owned by Fortune Haumea Holding Company Limited (“Fortune Haumea”) and

operated by ZPMC-Red Box Energy Services Limited (“ZPMC-RB”) under a

bareboat charter issued by Fortune Haumea. ZPMC-RB was a joint venture

between majority shareholder, ZPMC Offshore Services Co., Ltd., and RBF HK

Limited, a Chinese entity. That same month, Fortune Haumea notified ZPMC-RB

of its intent to terminate the bareboat charter and sent notice of its intent to auction

the AUDAX to the highest bidder.

In August 2020, approximately eight months prior to the Appellee’s alleged

accident, individuals involved in the management of the ZPMC-RB joint venture

formed Appellants Red Box Energy Services Pte. Ltd. and subsidiary, RBES B.V.

According to Appellants, the majority partner/owner in ZPMC-RB was not

2 involved in the new entities and the entities were created so that the individuals

would have continued work if ZPMC-RB ceased operations. Neither of the newly

formed entities had operations or activities at the time and did not become active

until May 2021.

On May 20, 2021, Red Box Energy Logistics Pte. Ltd. (“RBEL”), an

affiliate of Appellants, purchased the AUDAX at a public foreclosure auction for

$60 million. RBEL is a company incorporated under the laws of the Republic of

Singapore and is wholly owned by Appellant Red Box Services Pte. Ltd. RBEL

then sold the AUDAX to its current owners, Fortune MC Hercules Shipping

Limited (“Fortune MC”), and leased back the AUDAX under a bareboat charter.

The AUDAX is currently owned by Fortune MC and operated by RBEL.

In his live pleading, Appellee brought causes of action of negligence and

negligent undertaking against Exxon Mobil Corporation; his employer, Biehl;

Fortune Haumea and ZPMC-RB, the owner and operator of the AUDAX at the

time of his alleged injury; Fortune MC and RBEL, the current owner and operator

of the AUDAX; and Appellants.

In December 2022, Appellants filed their Special Appearance in response to

Appellee’s First Amended Petition. Appellants requested that the trial court

dismiss all claims against them for lack of personal jurisdiction. According to

Appellants, neither of them is subject to the general jurisdiction of Texas because

3 both are foreign corporations organized and existing under the laws of the

Republic of Singapore and The Netherlands. Additionally, Appellants allege they

do not have offices, operations, bank accounts, employees or assets in Texas, and

Appellee has not pled otherwise.

Appellants state that neither of them is subject to specific jurisdiction in

Texas because specific jurisdiction requires that the cause of action arise from their

purposeful contacts with Texas. Because Appellee’s claims arise out of Appellants’

alleged ownership and control of the AUDAX, and Appellants did not gain

ownership or control of the AUDAX until after Appellee’s alleged injury, Appellee

cannot establish minimum contacts that would allow Appellants to be subject to

suit in Texas. Finally, Appellants state that the exercise of personal jurisdiction

over either Appellant would not comport with fair play and substantial justice due

to the unique burden Appellants would bear defending themselves in a foreign

legal system. Appellants argue that Appellee can still pursue his claims against the

entities that owned and controlled the AUDAX at the time of his alleged accident,

and the difficulty in enforcing a judgment against Appellants that do not have

assets in Texas weighs against personal jurisdiction.

In response, Appellee argues that Appellants are attempting to avoid liability

by shielding themselves through subsidiaries and affiliates and the intertwined

relationships of the entities operating under the Red Box name. According to

4 Appellee, RBEL pays the employees of Appellant RBES B.V. and Defendant Red

Box Energy Services B.V., a subsidiary of the joint venture ZPMC-RB. Appellee

alleges that RBEL and Appellant RBES B.V. share the same registered address in

The Netherlands. Appellee further argues that his employer, Biehl, contracted with

Red Box Energy Services and RBES B.V. to provide services related to the

AUDAX and that Biehl has received payments from both Appellants. According to

Appellee, Biehl was never notified its business transactions were limited to certain

Red Box entities.

Appellee argues that Biehl directed several invoices to Appellants’ business

address regarding transportations made by the AUDAX and the PUGNAX, another

vessel controlled, managed, operated, or owned by Appellants. Appellee further

argues that Appellant RBES B.V. made a payment for expenses to Biehl before the

May 2021 date of operations. According to Appellee, Appellants’ corporate

representative indicated that this payment was made prior to the date of operations

because the company wanted “to have the possibility of doing business together

potentially at a later date.”

Finally, Appellee argues that additional evidence that Appellants have

purposely availed themselves to meet general and specific jurisdiction is that the

Red Box companies are intertwined to include Appellants’ designation of “RBES”

5 as the company’s new name in an email, the shared domain and email addresses,

and the employment of the same personnel from other Red Box entities.

In their reply brief in support of their Special Appearance, Appellants argue

they are separate and distinct legal entities from Fortune Haumea and ZPMC-RB,

the owner and operator of the AUDAX on the date of Appellee’s alleged injury,

and Appellants had no relationship with the AUDAX prior to May 20, 2021.

Appellants argue that Appellee is seeking to assert jurisdiction over Appellants

based solely on Fortune Haumea’s and ZPMC-RB’s contacts and a single payment

Appellant RBES B.V. made to Biehl months after Appellee’s alleged injury.

Appellants argue that the jurisdictional contacts of the AUDAX’s prior owners,

Fortune Haumea, cannot be imputed to Appellants because there is no basis to

disregard the distinct corporate entities. According to Appellants, common use of

the Red Box trade name does not establish an alter ego relationship and Appellee

has not shown the required degree of control necessary to establish jurisdiction

through a theory of alter ego.

The trial court conducted a hearing on Appellants’ Special Appearance

during which Appellants argued that Appellee failed to meet his burden to

establish that general or specific jurisdiction existed at the time of the accident.

Appellants explained that the AUDAX was not owned by Appellants at the time of

Appellee’s injury and that the two ownership structures are completely distinct and

6 separate. Appellants acknowledge use of the name Red Box but argue that use of

the common name “Red Box” is not enough to create alter ego jurisdiction.

According to Appellants, the same is true of entities sharing a business address and

overlapping employees. Neither is sufficient to establish alter ego jurisdiction.

Appellants emphasized that business relationships that are deeply intertwined with

shared office space, phone numbers, officers, directors, and employees are separate

companies unless you can demonstrate that one group of companies controlled the

other group, and such is not the case here. Appellants acknowledged the existence

of the companies’ overlapping arrangements in some areas but argued that the

newer companies were not operational at the time of the accident and that there is

no evidence to show that corporate formalities were not observed to establish alter

ego control. Appellants admitted that Appellant RBES B.V. made a single payment

to Biehl months after the alleged injury. But Appellants argue that the payment on

a single contract is not enough to create specific jurisdiction.

In response, Appellee argues that the newly formed entities involve all the

same people from the group of entities that owned/operated the AUDAX at the

time of Appellee’s injury with the exception of the Hong Kong joint venture

partner. Appellee argues that both entities have the same employees and that the

one payment to Biehl by Appellants was a continuation of the same business as the

prior owners/operators of the AUDAX. According to Appellee, the totality of

7 circumstances indicates that the Red Box entities are the same and they should be

considered the same for jurisdictional purposes.

At the conclusion of the hearing, the trial court denied Appellants’ Special

Appearance. This appeal followed.

Standard of Review

A nonresident defendant may challenge a Texas court’s personal jurisdiction

over it by filing a special appearance. Tex. R. Civ. P. 120a. “Whether a trial court

has personal jurisdiction over a nonresident defendant is ultimately a question of

law that we review de novo.” Oshman v. Wilkison, No. 09-23-00201-CV, 2024 WL

1100005, at *5 (Tex. App.—Beaumont Mar. 14, 2024, no pet.) (mem. op.)

(citations omitted); see LG Chem Am., Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex.

2023); Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 (Tex.

2013); BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002).

The plaintiff has the initial burden of pleading sufficient allegations to bring a

nonresident defendant within the jurisdiction of a Texas court. LG Chem, 670

S.W.3d at 346; Booth v. Kontomitras, 485 S.W.3d 461, 476 (Tex. App.—

Beaumont 2016, no pet.) Moncrief Oil Int’l, Inc., 414 S.W.3d at 149; Kelly v. Gen.

Interior Constr., Inc., 301 S.W.3d 653, 658 (Tex. 2010); Retamco Operating, Inc.

v. Republic Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009). If the plaintiff meets

this initial burden, defendant then bears the burden to negate all bases of personal

8 jurisdiction alleged by plaintiff to prevail. See LG Chem, 670 S.W.3d at 346 (citing

Kelly, 301 S.W.3d at 658). The defendant may negate the jurisdictional allegations

on either a factual or 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. The plaintiff can then respond with its own evidence that affirms its allegations, and it risks dismissal of its lawsuit if it cannot present the trial court with evidence establishing personal jurisdiction. 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 fall short of purposeful availment; for specific jurisdiction, that the claims do not arise from the contacts; or that traditional notions of fair play and substantial justice are offended by the exercise of jurisdiction.

Id. (footnotes omitted). If the plaintiff does not plead facts bringing a defendant

within reach of the Texas long-arm statute, the defendant need only prove that it

does not live in Texas to negate jurisdiction. Id. at 658-59 (citing Siskind v. Villa

Found. for Educ., Inc., 642 S.W.2d 434, 438 (Tex. 1982)); Booth, 485 S.W.3d at

476. Thus the “paradig[m] . . . bases for general jurisdiction[]” over a foreign

entity are its “place of incorporation and principal place of business[.]” Skylift, Inc.

v. Nash, No. 09-19-00389-CV, 2020 WL 1879655, at *3 (Tex. App.—Beaumont

Apr. 16, 2020, no pet.) (mem. op.) (citation omitted).

Where jurisdictional facts are undisputed, we do not consider any implied

findings of fact, instead we consider only the legal question whether the undisputed

facts establish Texas jurisdiction. See Old Republic Nat’l Title Ins. Co. v. Bell, 549

9 S.W.3d 550, 558 (Tex. 2018). When reviewing plaintiff’s jurisdictional allegations,

we only ask whether the allegations are sufficient to invoke the exercise of

personal jurisdiction over the defendant regardless of the claims’ merits. See

Booth, 485 S.W.3d at 477.

“A court must have personal jurisdiction over a defendant to issue a binding

judgment.” LG Chem, 670 S.W.3d at 346 (citing Luciano v.

SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 7-8 (Tex. 2021)). Texas courts may

exercise jurisdiction over a nonresident as authorized by the Texas long-arm statute

and when consistent with federal due-process guarantees. See Tex. Civ. Prac. &

Rem. Code Ann. §§ 17.041-.045 (Texas long-arm statute); LG Chem, 670 S.W.3d

at 346; Luciano, 625 S.W.3d at 8. The Texas long-arm statute provides that a non-

resident does business in the state if the nonresident commits certain acts in Texas,

including, but not limited to, the following:

1) contracts by mail or otherwise with a Texas resident and either party is to perform the contract in whole or in part in this state; 2) commits a tort in whole or in part in this state; or 3) recruits Texas residents, directly or through an intermediary located in this state, for employment inside or outside this state.

Tex. Civ. Prac. & Rem. Code Ann. § 17.042. An allegation of jurisdiction may

satisfy the Texas long-arm statute, but the allegation may not satisfy the United

States Constitution. Moncrief Oil Int’l, Inc., 414 S.W.3d at 149. Therefore, even if

a court determines the facts satisfy the Texas long-arm statute, the court must also

10 examine the facts to determine whether the exercise of personal jurisdiction over

the defendant comports with due process. See CSR Ltd. v. Link, 925 S.W.2d 591,

594 (Tex. 1996). Personal jurisdiction is consistent with due process when (1) the

nonresident defendant has established minimum contacts with the forum state, and

(2) the exercise of jurisdiction comports with traditional notions of fair play and

substantial justice. Kelly, 301 S.W.3d at 657 (citation omitted).

The minimum contacts analysis requires “‘some act by which the defendant

purposely avails itself of the privilege of conducting activities within the forum

State, thus invoking the benefits and protections of its laws.’” Michiana Easy

Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 784 (Tex. 2005) (quoting Hanson

v. Denckla, 357 U.S. 235, 253 (1958)). The focus is on defendant’s activities and

expectations. Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801, 806

(Tex. 2002). A defendant’s contacts may support either general personal

jurisdiction or specific personal jurisdiction. See Moncrief Oil Int’l, Inc., 414

S.W.3d at 150; Zinc Nacional, S.A. v. Bouche Trucking, Inc., 308 S.W.3d 395, 397

(Tex. 2010).

Analysis

General Jurisdiction

“General jurisdiction is established by a defendant’s ‘continuous and

systematic’ contacts that render it ‘essentially at home in the forum State,’

11 irrespective of whether the defendant’s alleged liability arises from those contacts.”

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

65, 71 (Tex. 2016) (quoting TV Azteca v. Ruiz, 490 S.W.3d 29, 37 (Tex. 2016));

see also State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 412 (Tex. 2023)

(citations omitted); TPC Grp. Litig., No. 09-22-00159-CV, 2024 WL 3197475, at

*13 (Tex. App.—Beaumont June 27, 2024, no pet.) (mem. op.). There is no

evidence that establishes the Appellants had “continuous and systematic” contacts

such that they are rendered “essentially at home” in Texas. Therefore, there is no

general jurisdiction established by Appellee. See Volkswagen Aktiengesellschaft,

669 S.W.3d at 412; Cornerstone Healthcare, 493 S.W.3d at 71; TPC Grp. Litig.,

2024 WL 3197475, at *13.1

Specific Personal Jurisdiction

Specific personal jurisdiction applies more narrowly than general

jurisdiction. Volkswagen Aktiengesellschaft, 669 S.W.3d at 412 (citing Ford Motor

Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 352 (2021)). Courts can exercise

specific jurisdiction over a nonresident defendant when two conditions are met: (1)

the defendant engages in some act by which it purposely avails itself of the

privilege of conducting activities with the forum state; and (2) the plaintiff’s claims

arise out of or relate to those forum contacts. Id. at 412-13 (citing Ford Motor Co.,

The parties recognized this and focused on specific jurisdiction during oral 1

argument. 12 592 U.S. at 352; Luciano, 625 S.W.3d at 8-9); see also Moki Mac River

Expeditions v. Drugg, 221 S.W.3d 569, 579 (Tex. 2007) (stating specific-

jurisdiction analysis involves two co-equal components: purposeful availment and

relatedness). This kind of personal jurisdiction involves a “‘claim-by-claim’”

analysis that focuses on the relationship between the defendant, the forum state,

and the operative facts of the litigation. Volkswagen Aktiengesellschaft, 669

S.W.3d at 413 (quoting Moncrief Oil Int’l, Inc., 414 S.W.3d at 150); see Bristol-

Myers Squibb Co. v. Superior Ct. of Cal., 582 U.S. 255, 262 (2017) (citation

omitted); TV Azteca, 490 S.W.3d at 42 (quoting Walden v. Fiore, 571 U.S. 277,

283-84 (2014)). We consider the “quality and nature of [these] contacts, rather than

their number[.]” Coleman, 83 S.W.3d at 806 (citation omitted). Here, we examine

Appellants’ purposeful conduct and contacts with Texas, rather than another’s

conduct and contacts with Texas. See Walden, 571 U.S. at 291 (“[I]t is the

defendant, not the plaintiff or third parties, who must create contacts with the

forum State.”). There must be a substantial connection between the nonresident’s

contacts and the operative facts of the litigation. Moncrief Oil Int’l, Inc., 414

S.W.3d at 156. A substantial connection may result, however, from a single

purposeful act. Id. at 151-52. The operative facts are those on which the trial court

will focus to prove the liability of defendant who is challenging jurisdiction.

13 Leonard v. Salinas Concrete, LP, 470 S.W.3d 178, 188 (Tex. App.—Dallas 2015,

no pet.).

Purposeful Availment

The first prong of specific jurisdiction, purposeful availment, is the

“touchstone of jurisdictional due process[.]” Michiana Easy Livin’ Country, Inc.,

168 S.W.3d at 784. The purposeful availment analysis asks whether “‘a

nonresident’s conduct and connection to a forum are such that it could reasonably

anticipate being haled into court there.’” See Volkswagen Aktiengesellschaft, 669

S.W.3d at 413 (quoting Moncrief Oil Int’l, Inc., 414 S.W.3d at 152). “To show

purposeful availment, a plaintiff must prove that a nonresident defendant seeks a

benefit, advantage, or profit from the forum market.” In re Christianson Air

Conditioning & Plumbing, LLC, 639 S.W.3d 671, 679 (Tex. 2022) (citing

Michiana Easy Livin’ Country, Inc., 168 S.W.3d at 785). We apply three

considerations to determine purposeful availment:

• “[O]nly the defendant’s contacts with the forum are relevant, not the unilateral activity of another party or a third person”; • “The contacts relied upon must be purposeful,” not “random, fortuitous, or attenuated”; and • The defendant “must seek some benefit, advantage[,] or profit by availing itself of [Texas’s] jurisdiction.”

Volkswagen Aktiengesellschaft, 669 S.W.3d at 413-14 (quoting Moncrief Oil Int’l,

Inc., 414 S.W.3d at 151). “‘This analysis assesses the quality and nature of the

contacts, not the quantity.’” Id. (quoting Moncrief Oil Int’l, Inc., 414 S.W.3d at 14 151). “Where the defendant has ‘deliberately’ engaged in significant activities

within a state, he ‘manifestly has availed himself of the privilege of conducting

business there.’” Luciano, 625 S.W.3d at 9 (quoting Burger King Corp. v.

Rudzewicz, 471 U.S. 462, 475-76 (1985)). Under certain limited circumstances,

one entity’s contacts may be imputed to another entity for jurisdictional purposes,

which we discuss below.

Jurisdictional Veil-Piercing/Alter Ego

Texas law presumes that two separate corporations are distinct entities, and a

party seeking to ascribe one corporation’s actions to another by disregarding their

distinct corporate entities must prove this allegation. BMC Software Belg., N.V., 83

S.W.3d at 798 (citations omitted). “Creation of affiliated corporations to limit

liability while pursuing common goals lies firmly within the law and is

commonplace.” SSP Partners v. Gladstrong Invs. (USA) Corp., 275 S.W.3d 444,

455 (Tex. 2008). “‘[S]o long as a parent and subsidiary maintain separate and

distinct corporate entities, the presence of one in a forum state may not be

attributed to the other[,]’” and “‘100% stock ownership and commonality of

officers and directors are not alone sufficient to establish an alter ego relationship

between two corporations.’” PHC-Minden, L.P. v. Kimberly-Clark Corp., 235

S.W.3d 163, 172 (Tex. 2007) (quoting Hargrave v. Fibreboard Corp., 710 F.2d

1154, 1160 (5th Cir. 1983)).

15 “[I]t is entirely appropriate for directors of a parent corporation to serve as

directors of its subsidiary[.]” U.S. v. Bestfoods, 524 U.S. 51, 69 (1998) (quoting

Am. Protein Corp. v. AB Volvo, 844 F.2d 56, 57 (2d Cir. 1988) (other citation

omitted)). “‘[C]ases demand proof of control by the parent over the internal

business operations and affairs of the subsidiary in order to fuse the two for

jurisdictional purposes[,]’” and the “‘degree of control exercised by the parent

must be greater than that normally associated with common ownership and

directorship.’” PHC-Minden, L.P., 235 S.W.3d at 172-73 (quoting Hargrave, 710

F.2d at 1160). “[T]he evidence must show that the two entities cease to be separate

so that the corporate fiction should be disregarded to prevent fraud or injustice.”

BMC Software Belg., N.V., 83 S.W.3d at 799 (citations omitted). We must examine

all relevant facts and circumstances surrounding the operations of the parent and

subsidiary to determine whether two separate and distinct corporate entities exist.

PHC-Minden, L.P., 235 S.W.3d at 173 (quoting Hargrave, 710 F.2d at 1160).

In determining whether a parent operates a subsidiary’s facility, the United

States Supreme Court has explained that “a participation-and-control test looking

to the parent’s supervision over the subsidiary, especially one that assumes that

dual officers always act on behalf of the parent, cannot be used to identify

operation of a facility[.]” Bestfoods, 524 U.S. at 70-71. The Supreme Court noted

that “when the parent operates the facility in the stead of its subsidiary or alongside

16 the subsidiary in some sort of joint venture[,]” “a dual officer or director might

depart so far from the norms of parental influence exercised through dual

officeholding as to serve the parent, even when ostensibly acting on behalf of the

subsidiary in operating the facility.” Id. at 71 (citations omitted). Since “[a]ctivities

that involve the facility but which are consistent with the parent’s investor status,

such as monitoring of the subsidiary’s performance, supervision of the subsidiary’s

finance and capital budget decisions, and articulation of general policies and

procedures[]” are insufficient to show the parent operated the facility, the critical

question is “whether, in degree and detail, actions directed to the facility by an

agent of the parent alone are eccentric under accepted norms of parental oversight

of a subsidiary’s facility.” Id. at 72 citations omitted). Thus, “acts of direct

operation . . . must necessarily be distinguished from the interference that stems

from the normal relationship between parent and subsidiary.” Id. at 71.

Jurisdiction over Appellants

In his brief and at oral argument, Appellee points to Appellants’ payment of

one invoice to Biehl, Appellee’s employer, on behalf of the prior owners as

ratification of the prior acts of the prior owners and acceptance of liability for

services rendered. According to Appellee, Appellants made this payment to

maintain an ongoing business relationship with Biehl. Appellee argues that this

payment ratified the contractual relationship between Fortune Haumea, the

17 previous owner of the AUDAX, and Biehl and demonstrates Appellants’ consent

to personal jurisdiction. Appellee further argues that the single act of paying an

invoice relates to an ongoing relationship between Fortune Haumea and Jefferson

County, Texas.

Appellee also argues that email exchanges between Biehl and Fortune

Haumea, informed Biehl of the “new company name” and not the new company

and all the companies’ use of Red Box Energy Services, as well as the same

domain for emails, indicate that all the Red Box companies are intertwined.

Therefore, according to Appellee, Appellants are the alter ego of the prior owner

and should be treated as one company. Appellee says that this is demonstrated

because Appellants have failed to observe corporate formalities, commingled

finances, used the same email address, and operated out of the same physical

address. Appellee argues that this demonstrates how the Appellants should be

considered the alter ego of Fortune Haumea, which was the prior owner/operator.

In their brief and at oral argument, Appellants argue the jurisdictional

contacts of the prior owners of the AUDAX cannot be attributed to Appellants.

While Appellants acknowledge the alter ego exception, they argue that the record

is devoid of evidence that either the Appellants or the prior owners controlled the

internal business operations and affairs of the other. Appellants further argue that

they had no contacts with Texas at the time of or prior to Appellee’s alleged

18 accident in April 2021 that would subject either company to the specific

jurisdiction of the State. Appellants argue that Appellee’s sole evidence, an invoice

made out for payment by “Red Box Energy Services” does not prove that Red Box

Energy Services is Appellant Red Box Energy Service Pte. Ltd., a defendant in this

lawsuit. Furthermore, even if the payment by Red Box Energy Services is

attributed to Appellants, the payment is not directly related to Appellee’s accident,

as required to invoke specific jurisdiction.

In determining whether the trial court has specific jurisdiction, we examine

the Appellants’ purposeful conduct and contacts with Texas, rather than another’s

conduct and contacts. See Walden, 571 U.S. at 291. Specific jurisdiction is “case-

linked” and “depends on an ‘affiliation between the forum and the underlying

controversy[.]’” Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915,

919 (2011) (quoting Arthur T. von Mehren & Donald T. Trautman, Jurisdiction to

Adjudicate: A Suggested Analysis, 79 Harv. L. Rev. 1121, 1136 (1966)); see also

Moncrief Oil Int’l Inc., 414 S.W.3d at 150 (“[S]pecific jurisdiction exists when the

cause of action arises from or is related to purposeful activities in the state.”).

Appellee’s allegations that Texas has specific jurisdiction over Appellants focuses

on Appellants’ payment of at least one invoice to Appellee’s employer, Biehl.

Here, although Appellants acknowledge that the invoice payment was for

maintaining a future business relationship, there is no other evidence of any other

19 conduct or contact with Texas. See Walden, 571 U.S. at 291. Nor is there evidence

that this litigation resulted from alleged injuries that arose out of or relates to

Appellants’ payment of the invoice to Biehl. See Nat’l Indus. Sand Ass’n v.

Gibson, 897 S.W.2d 769, 774 (Tex. 1995). In his Second Amended Petition,

Appellee alleges that he was injured when he “tripped over a piece of steel,

breaking his hip, injuring his knee, and suffering corresponding injury and pain.”

Appellee’s response to Appellants’ Special Appearance and Appellate Brief are

void of any details that Appellants’ payment to Biehl relates to Appellee’s injury in

any way. See Moki Mac River Expeditions, 221 S.W.3d at 576 (requiring the

nonresident defendant to have minimum contact with Texas by purposefully

availing himself of the privilege of conducting business in Texas and requiring the

nonresident defendant’s liability to have arisen from or be related to those

contacts). We conclude the evidence fails to show that Appellants purposely

availed themselves of the privilege of conducting business in Texas at the time of

the accident in question. The single payment Appellants subsequently made to

Biehl does not establish sufficient minimum contacts to establish jurisdiction in

Texas. Further, there is no evidence of constructive fraud, actual fraud, or criminal

activity that would justify disregarding the corporate structures under an alter ego

theory in this case. See SSP Partners, 275 S.W.3d at 455 (stating such abuse is

necessary before disregarding the existence of a corporation as a separate entity).

20 Conclusion

Having concluded the trial court does not have general or specific

jurisdiction over Appellants, we further conclude the trial court erred in denying

the Appellants’ special appearances. Accordingly, we reverse the trial court’s order

denying Red Box Energy Services Pte. Ltd.’s and RBES B.V.’s special

appearances and render the judgment the trial court should have rendered,

dismissing Plaintiff’s/Appellee’s claims against these Appellants for lack of

personal jurisdiction. See Tex. R. App. P. 43.2(c).

REVERESED AND RENDERED.

JAY WRIGHT Justice

Submitted on October 17, 2024 Opinion Delivered January 23, 2025

Before Golemon, C.J., Johnson and Wright, JJ.