the University of Alabama v. the Suder Foundation

CourtCourt of Appeals of Texas
DecidedFebruary 17, 2017
Docket05-16-00691-CV
StatusPublished

This text of the University of Alabama v. the Suder Foundation (the University of Alabama v. the Suder Foundation) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
the University of Alabama v. the Suder Foundation, (Tex. Ct. App. 2017).

Opinion

Reversed and Rendered and Opinion Filed February 17, 2017

S In The Court of Appeals Fifth District of Texas at Dallas No. 05-16-00691-CV

THE UNIVERSITY OF ALABAMA, Appellant V. THE SUDER FOUNDATION, Appellee

On Appeal from the 191st Judicial District Court Dallas County, Texas Trial Court Cause No. DC-15-08295

MEMORANDUM OPINION Before Justices Lang, Brown, and Whitehill Opinion by Justice Whitehill This is a special appearance interlocutory appeal arising from a contractual arrangement

between a Texas private foundation and a foreign state public university. The pivotal question is

whether the university’s communications with Texas residents and attendance at various

meetings in Texas due to that contractual relationship support specific jurisdiction over the

university in this case based on that contractual arrangement.

In two issues, the University of Alabama (UA) urges that the trial court erred in denying

its special appearance in this suit filed by the Suder Foundation (the Foundation) because (i) UA

did not commit any acts that constitute purposeful availment in this state and the Foundation’s

claims do not arise from or relate to any activities conducted here and, regardless, exercising

personal jurisdiction over it in this case would offend traditional notions of fair play and substantial justice and (ii) there is legally or factually insufficient evidence supporting the trial

court’s order.

For the reasons discussed below, we conclude that (i) UA’s contacts with Texas do not

constitute the required minimum contacts and (ii) we thus need not consider whether exercising

personal jurisdiction would offend traditional notions of fair play and substantial justice. Nor do

we reach UA’s second issue. Accordingly, we reverse the trial court’s order denying UA’s

special appearance and render judgment dismissing the Foundation’s claims against UA for lack

of personal jurisdiction.

I. Background

A. The Parties

UA is a public educational institution located in Alabama.

The Foundation, a private Texas non-profit organization, runs the First Scholars Program

(the Program). The Program “is administered on the campuses of select four-year major public

universities,” and provides “start-up and early-stage funding,” scholarship support, and resources

to affiliate universities for use on participating campuses across the United States. The Program

is intended to support the success of first generation college students at participating universities.

B. The Contractual Relationship Giving Rise to the Lawsuit

In 2009, UA employee Kim Gentry called Dianne Schorr, the Foundation’s executive

director, to learn more about the Program. The discussion included UA’s involvement with

another first generation student program and UA’s plans for future funding. Gentry said UA was

“really open” about future funding opportunities.

In January 2010, Gentry sent the Foundation a letter expressing an interest in future first

generation college student opportunities with the Foundation.

–2– A month later, the Foundation published a request for proposals in various national

educational periodicals seeking applications for participation in the Program. Schorr also mailed

the RFP to about sixty universities, including UA.

After Gentry called Schorr at the Foundation’s Texas phone number to ask about the

RFP, UA sent its application to the Foundation’s Texas address. The application identified a

number of proposed UA actions and initiatives, all of which were to occur on UA’s Alabama

campus. The proposed budget requested funds for UA personnel and UA operating costs such as

office equipment and travel to the Program’s “pilot sites” in Kentucky and Utah.

The Foundation called UA in Alabama to ask about the application. Later, Schorr called

Gentry to tell her that UA was one of two universities selected to participate in the Program.

The goal was to establish and implement the Program “on the campus of [UA].” To

facilitate that goal, the Foundation expected that UA would: (i) institute a “living learning

community” at the UA campus in Alabama, (ii) provide individual guidance to students in

Alabama, (iii) provide social and cultural events for students in Alabama, (iv) create a planning

team comprised of faculty and staff in Alabama, and (v) establish a “strategic partners team”

which was to include “key campus partners” to support the Program.

Between June 2010 and July 2014, UA and the Foundation entered into six contracts to

implement the Program (the Agreements). None of the Agreements were negotiated in Texas.1

Throughout their five-year relationship, the parties communicated by email and

telephone. In addition, UA representatives made seven trips to Texas to meet with other

Program participants and the Foundation for training, fundraising and development, strategy

1 The Agreements include the Planning Grant Agreement, The Affiliate Agreement, and four addenda to the Affiliate Agreement. The addenda, executed between June 2012 and July 2014, increased UA’s responsibilities, but none were required to occur in Texas.

–3– development, and a “stewardship” visit. But nothing in the Agreements requires UA to travel to

Texas, and the Foundation admits that holding events in Texas was simply its preference.

In September 2015, UA notified the Foundation that it would no longer participate in the

Program. In response, the Foundation initiated this Texas state court lawsuit.

C. Trial Court Proceedings

The Foundation’s petition alleges specific personal jurisdiction over UA under the Texas

Long-Arm statute and includes breach of contract, anticipatory breach, promissory estoppel and

unjust enrichment claims. Specifically, the Foundation asserts that UA breached the Agreements

by failing to submit various required data, update tracking systems, participate in various group

calls, and attend a conference in February 2015. According to the Foundation, the parties’

relationship was to continue in perpetuity.

UA filed a special appearance and motion to dismiss for lack of jurisdiction. The special

appearance was subsequently amended and attached: (i) the Agreements and addenda, (ii) an

affidavit, (iii) deposition excerpts, (iv) several emails, and (v) calendar entries and other assorted

attachments.

The Foundation responded and filed three supporting affidavits, deposition excerpts from

two UA representatives, and documents produced by the parties.

The trial court conducted a hearing and denied UA’s special appearance. This

interlocutory appeal followed.

II. Analysis

A. Appellant’s First Issue: Did the trial court err by determining that it had personal jurisdiction over UA?

1. Standard of Review and Applicable Law

Whether a court can exercise jurisdiction over a nonresident is a question of law. Kelly v.

Gen. Interior Constr., Inc., 301 S.W.3d 653, 657 (Tex. 2010). We thus review de novo a trial

–4– court’s order granting or denying a special appearance. Moki Mac River Expeditions v. Drugg,

221 S.W.3d 569, 574 (Tex. 2007).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

McFadin v. Gerber
587 F.3d 753 (Fifth Circuit, 2009)
Hanson v. Denckla
357 U.S. 235 (Supreme Court, 1958)
World-Wide Volkswagen Corp. v. Woodson
444 U.S. 286 (Supreme Court, 1980)
Burger King Corp. v. Rudzewicz
471 U.S. 462 (Supreme Court, 1985)
Moki Mac River Expeditions v. Drugg
221 S.W.3d 569 (Texas Supreme Court, 2007)
Retamco Operating, Inc. v. Republic Drilling Co.
278 S.W.3d 333 (Texas Supreme Court, 2009)
Kelly v. General Interior Construction, Inc.
301 S.W.3d 653 (Texas Supreme Court, 2010)
Alenia Spazio, S.P.A. v. Reid
130 S.W.3d 201 (Court of Appeals of Texas, 2004)
2007 East Meadows, L.P. v. RCM Phoenix Partners, L.L.C.
310 S.W.3d 199 (Court of Appeals of Texas, 2010)
American Type Culture Collection, Inc. v. Coleman
83 S.W.3d 801 (Texas Supreme Court, 2002)
TeleVentures, Inc. v. International Game Technology
12 S.W.3d 900 (Court of Appeals of Texas, 2000)
Ashdon, Inc. v. Gary Brown & Associates, Inc.
260 S.W.3d 101 (Court of Appeals of Texas, 2008)
Olympia Capital Associates, L.P. v. Jackson
247 S.W.3d 399 (Court of Appeals of Texas, 2008)
Michiana Easy Livin' Country, Inc. v. Holten
168 S.W.3d 777 (Texas Supreme Court, 2005)
Ahrens & DeAngeli, P.L.L.C. v. Flinn
318 S.W.3d 474 (Court of Appeals of Texas, 2010)
Gustafson v. Provider HealthNet Services, Inc.
118 S.W.3d 479 (Court of Appeals of Texas, 2003)
Counter Intelligence, Inc. v. Calypso Waterjet Systems, Inc.
216 S.W.3d 512 (Court of Appeals of Texas, 2007)
Asshauer v. Glimcher Realty Trust
228 S.W.3d 922 (Court of Appeals of Texas, 2007)
Walden v. Fiore
134 S. Ct. 1115 (Supreme Court, 2014)

Cite This Page — Counsel Stack

Bluebook (online)
the University of Alabama v. the Suder Foundation, Counsel Stack Legal Research, https://law.counselstack.com/opinion/the-university-of-alabama-v-the-suder-foundation-texapp-2017.