Hinduja Global Solution, Inc. and HGS Healthcare, LLC v. Ali Ganjaei ( 2023 )


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  • AFFIRM; and Opinion Filed January 13, 2023.
    S   In The
    Court of Appeals
    Fifth District of Texas at Dallas
    No. 05-22-00052-CV
    HINDUJA GLOBAL SOLUTION, INC. AND HGS HEALTHCARE, LLC,
    Appellants
    V.
    ALI GANJAEI, Appellee
    On Appeal from the 191st Judicial District Court
    Dallas County, Texas
    Trial Court Cause No. DC-19-20539
    MEMORANDUM OPINION
    Before Justices Partida-Kipness, Nowell, and Wright1
    Opinion by Justice Wright
    In this interlocutory appeal, Hinduja Global Solution, Inc. (HGSI)
    challenges the trial court’s order granting Ali Ganjaei’s special appearance. HGSI
    asserts the trial court erred in granting the special appearance because it met the
    initial burden of pleading sufficient allegations to bring Ganjaei within the
    1
    The Hon. Carolyn Wright, Justice, Assigned.
    provisions of the Texas long-arm statute, and further allege Ganjaei did not negate
    all bases for jurisdiction.2
    In addition, HGSI, joined by HGS Healthcare, LLC (HGS Healthcare),
    requests that we vacate the order granting Ganjaei’s special appearance and
    remand for further proceedings in light of new, yet unspecified, evidence that they
    claim became available after the hearing on Ganjaei’s special appearance. And
    HGS Healthcare further requests that we expressly acknowledge that the order
    granting Ganjaei’s special appearance is limited to HGSI’s claims against him
    because HGS Healthcare was not a party to this suit when Ganjaei challenged the
    trial court’s jurisdiction over him. For the reasons set forth herein, we affirm the
    trial court’s order granting Ganjaei’s special appearance and dismissing HGSI’s
    claims against him.            Because all issues are settled in law, we issue this
    memorandum opinion. TEX. R. APP. P. 47.4.
    BACKGROUND
    This case originated as a suit by Synergy Global Outsourcing, LLC
    (Synergy), a Dallas-based company organized under the laws of Nevada, against
    appellant HGSI, a Delaware corporation, headquartered in Illinois, and arose from
    the parties’ long-standing business relationship whereby Synergy procured
    2
    While HGSI generally asserts in its brief that the trial court erred in vacating its order striking
    portions of the declaration Ganjaei presented in support of his special appearance, it does not otherwise
    address this contention. Accordingly, we will not address same. See Washington v. Bank of New York,
    
    362 S.W.3d 853
    , 854 (Tex. App.—Dallas 2012, no pet.) (bare assertions of error, without argument or
    authority, waive error).
    –2–
    customers for HGSI’s management services in exchange for a commission. This
    long-standing business relationship was memorialized in 2011 in a written broker
    agreement (the “Broker Agreement”).                Synergy contends HGSI breached the
    Broker Agreement by failing to fulfill its payment obligations thereunder.
    HGSI asserted counterclaims against Synergy and joined Ganjaei as a party
    to the suit. With respect to Ganjaei, HGSI asserted claims of breach of fiduciary
    duty and conspiracy to cause breach of fiduciary duty. HGSI’s claims against
    Synergy and Ganjaei stem, in part, from Ganjaei’s prior association with HGSI, as
    a legal advisor and board member, and his association with his employer, HBI
    Incorporated N.V. and/or HBI Group Inc. (collectively “HBI”),3 an entity that
    acquired a controlling equity interest in Synergy. HGSI now contends that it was
    not in its best interest to enter into the Broker Agreement and that Ganjaei
    breached his fiduciary duty by advising and causing it to enter into the agreement
    after having caused HBI to acquire the interest in Synergy and, by extension,
    causing himself to benefit from HGSI’s payments under the agreement.                              In
    addition, HGSI contends Ganjaei failed to disclose to HGSI during the negotiation
    of the Broker Agreement that HBI owned a majority interest in Synergy. HGSI
    additionally contends that Ganjaei breached his fiduciary duties by controlling
    Synergy’s business activities through his role as the representative of HBI and
    3
    HBI Incorporated N.V. is a Curacao limited liability company, with an office in New York. HBI
    Group Inc. is a New York corporation, headquartered in New York. It appears from the record before us
    that HBI provides legal, accounting, and human-resources services to its clients.
    –3–
    increasing the lines of business covered by the Broker Agreement, resulting in
    HGSI paying additional commissions. HGSI also contends Ganjaei breached his
    fiduciary duties by causing Synergy to seek unfair commission rates when
    negotiating other broker agreements with HGSI or its affiliates and advised and
    caused HGSI to enter into agreements that benefitted Ganjaei and other former
    HGSI board members.          Finally, HGSI alleges Ganjaei shared confidential
    information to be used against HGSI in connection with the litigation and
    conspired with Synergy and other former HGSI board members to breach fiduciary
    duties.
    Ganjaei, a resident of New Jersey, specially appeared in the case challenging
    the trial court’s exercise of personal jurisdiction over him. In support of his special
    appearance, Ganjaei presented his declaration establishing, in part, the following:
     Ganjaei is a resident of New Jersey, has never lived in Texas, does not have
    a bank account in Texas, does not employ anyone in Texas and does not own
    any real property in Texas.
     Ganjaei is a lawyer licensed to practice law in New York, and substantially
    all of the work he has performed as a lawyer has taken place in New York.
    He has never practiced law or preformed legal services in Texas.
     To the extent Ganjaei advised HGSI on any matter, it was usually in his
    capacity as a board member and involved purely business advice on merger
    and acquisition transactions. He was not in Texas when he gave any advice.
     When the Broker Agreement was negotiated and executed, HGSI’s parent
    company’s general counsel acted as HGSI’s counsel.
     Ganjaei did not draft or participate in the negotiation of the Broker
    Agreement. His only involvement with the Broker Agreement was in 2011,
    –4–
    after the agreement had been negotiated and finalized, and was limited to
    comparing the document and looking at the exhibits and confirming that the
    commission percentages were consistent with those paid in 2004 (evidently
    when the relationship between HGSI and Synergy began). This comparison
    took approximately five minutes and occurred in New York or New Jersey.
     Ganjaei did not advise, vote or otherwise participate in the approval of the
    Broker Agreement. None of his involvement in his employer, HBI’s,
    purchase of an ownership interest in Synergy in 2010 occurred in Texas.
    Instead, it occurred in New York or New Jersey.
     HGSI was aware of HBI’s purchase of an interest in Synergy. In fact, Partha
    De Sarkar, an officer and director of HGSI, was overjoyed about the
    purchase because it meant replacing Synergy’s co-founder with whom De
    Sarkar had a tortured relationship.
     Ganjaei was not involved in Synergy’s day-to-day operations. He did not
    draft, negotiate or meaningfully review the substance of any broker
    agreement. Any comments he made regarding the relationship between
    HGSI and Synergy would have been from New York or New Jersey.
     Ganjaei did not attend any Synergy board meeting in Texas.
     Ganjaei did not receive compensation from Synergy and his compensation
    from HBI was not tied to Synergy’s performance.
    HGSI responded by presenting 17 exhibits at the hearing on Ganjaei’s
    special appearance, most of which are not relevant to the specific personal
    jurisdiction issue presented in this case. For example, several of the exhibits are
    agreements to which Ganjaei is not a party and concern contacts that are not
    connected to the operative facts of the claims asserted by HGSI. While HGSI’s
    president contends, through a declaration, that he signed the Broker Agreement in
    reliance on Ganjaei’s assurances that he reviewed and approved it in his capacity
    as legal counsel for HGSI and that Ganjaei and attorneys he supervised at HBI
    –5–
    provided legal services to HGSI, he did not refute Ganjaei’s assertion that any
    legal services provided were performed somewhere other than Texas. The limited
    excerpts from the depositions of Ganjaei and various individuals who at one time
    had been associated with Synergy that HGSI introduced into evidence at the
    special appearance hearing do not refute Ganjaei’s assertions. And, in fact, HGSI
    does not urge on appeal that it presented evidence that affirms its allegations;
    rather, it contends Ganjaei failed to meet his burden of negating the basis for
    jurisdiction.
    The trial court took the special appearance under advisement. Thereafter,
    Synergy amended its petition to add HGS Healthcare, an Illinois limited liability
    company, doing business in Texas, as a defendant and, a few months later, HGS
    Healthcare joined HGSI’s claims against Ganjaei and Synergy. On February 17,
    2022, almost a year after the special appearance hearing, the trial court signed an
    order granting Ganjaei’s special appearance. This interlocutory appeal followed.
    TEX. CIV. PRAC. & REM. CODE ANN. § 51.014(a)(7).
    DISCUSSION
    I.      Standard of Review
    Whether a court can exercise jurisdiction over a nonresident is a question of
    law. BMC Software Belg., N.V. v. Marchand, 
    83 S.W.3d 789
    , 794 (Tex. 2002).
    Thus, we review de novo a trial court’s order granting or denying a special
    appearance. Moki Mac River Expeditions v. Drugg, 
    221 S.W.3d 569
    , 574 (Tex.
    –6–
    2007). However, the exercise of personal jurisdiction requires the trial court to
    resolve any factual disputes before applying the jurisdictional formula. Univ. of
    Ala. v. Suder Found., No. 05-16-00691-CV, 
    2017 WL 655948
    , at *3 (Tex. App.—
    Dallas Feb. 17, 2017, no pet.) (mem. op.). When, as here, the trial court does not
    make findings of fact or conclusions of law in support of its special appearance
    ruling, we presume that all fact disputes were resolved in favor of the trial court’s
    decision unless they are challenged on appeal for legal or factual sufficiency.
    Luciano v. SprayFoamPolymers.com, LLC, 
    625 S.W.3d 1
    , 8 (Tex. 2021).
    II.      Personal Jurisdiction
    Texas courts may exercise personal jurisdiction over a nonresident defendant
    only if (1) the Texas long-arm statute permits the exercise of jurisdiction and (2)
    the jurisdiction satisfies constitutional due process. Am. Type Culture Collection,
    Inc. v. Coleman, 
    83 S.W.3d 801
    , 805–06 (Tex. 2002). Our long-arm statute allows
    jurisdiction over a nonresident that does business in Texas. TEX. CIV. PRAC. &
    REM. CODE ANN. § 17.042. The broad doing-business language allows the statute
    to reach as far as the federal constitutional requirements of due process will allow.
    Moki Mac, 
    221 S.W.3d at 575
    . Constitutional due process permits a state to
    exercise jurisdiction only when a nonresident defendant has sufficient minimum,
    purposeful contact with the state, and the exercise of jurisdiction does not offend
    traditional notions of fair play and substantial justice. BMC Software, 83 S.W.3d
    at 795.
    –7–
    When, as here, a party asserts there is specific jurisdiction over a
    nonresident, we focus on two prongs: (1) purposeful availment and (2) relatedness.
    Retamco Operating, Inc. v. Republic Drilling Co., 
    278 S.W.3d 333
    , 338 (Tex.
    2009). The purposeful availment prong analyzes (1) the defendant’s own actions,
    but not the unilateral activity of another party, (2) whether the defendant’s actions
    were purposeful rather than random, isolated, or fortuitous, and (3) whether the
    defendant sought some benefit, advantage, or profit by availing itself of the
    privilege of doing business in Texas.       Michiana Easy Livin’ Country, Inc. v.
    Holten, 
    168 S.W.3d 777
    , 785 (Tex. 2005). It is essential in each case that there be
    some act by which the defendant purposefully avails itself of the privilege of
    conducting activities within the forum state, thus invoking the benefits and
    protections of its laws. Id. at 784. Further, the defendant’s activities must justify a
    conclusion that the defendant could reasonably anticipate being called into a Texas
    court. Suder Found., 
    2017 WL 655948
    , at *3. The quality and nature of the
    defendant’s contacts, rather than their number, governs the inquiry in the minimum
    contacts analysis. 
    Id.
    The relatedness prong analyzes the relationship among the defendant, the
    forum, and the litigation. Searcy v. Parex Res., Inc., 
    496 S.W.3d 58
    , 67 (Tex.
    2016).   Courts may exercise specific jurisdiction when the defendant’s forum
    contacts are isolated or sporadic only if the plaintiff’s cause of action arises from
    or relates to those contacts. TV Azteca v. Ruiz, 
    490 S.W.3d 29
    , 37 (Tex. 2016).
    –8–
    Thus, for a nonresident defendant’s forum contacts to support an exercise of
    specific jurisdiction, there must be a substantial connection between those contacts
    and the operative facts of the litigation. Cornerstone Healthcare Grp. v. Nautic
    Mgmt. VI, L.P., 
    493 S.W.3d 65
    , 73–74 (Tex. 2016). The operative facts are those
    on which the trial will focus to prove liability of the defendant who is challenging
    jurisdiction. 
    Id.
    In a challenge to personal jurisdiction, the plaintiff and the defendant bear
    shifting burdens of proof. Old Republic Nat’l Title Ins. Co. v. Bell, 
    549 S.W.3d 550
    , 559 (Tex. 2018). The plaintiff bears the initial burden to plead sufficient
    allegations to bring the non-resident defendant within the reach of Texas’s long-
    arm statute. 
    Id.
     Once the plaintiff meets its burden, the burden shifts to the
    defendant to negate all alleged bases of jurisdiction. 
    Id.
     The defendant can meet
    this burden by negating jurisdiction on either a factual or legal basis. 
    Id.
    Factually, the defendant can present evidence that it lacks contacts with Texas.
    Kelly v. Gen. Interior Const., Inc., 
    301 S.W.3d 653
    , 659 (Tex. 2010). The plaintiff
    can then respond with its own evidence that affirms its allegations. 
    Id.
     Legally,
    the defendant can show that even if the plaintiff’s alleged facts are true (1) the
    evidence is legally insufficient to establish jurisdiction, (2) the defendant’s contacts
    with Texas fall short of purposeful availment, (3) for specific jurisdiction, that the
    claims do not arise from the contacts, or (4) that traditional notions of fair play and
    substantial justice are offended by the exercise of jurisdiction.” 
    Id.
    –9–
    III.   Analysis
    With respect to personal jurisdiction over Ganjaei, HGSI’s live pleading at
    the time Ganjaei’s special appearance was heard alleged:
    The Court has personal jurisdiction over Ganjaei pursuant to Tex. Civ.
    Prac. & Rem. Code § 17.042 because . . . Ganjaei established
    minimum contacts with Texas by purposefully conducting activities
    directed to Texas . . . for Ganjaei’s benefit, thereby obtaining the
    benefits and protections of Texas’s laws and doing business in Texas,
    and HGSI’s counterclaims against Ganjaei relate to and arise out of
    Ganjaei’s contacts with Texas. The exercise of personal jurisdiction
    over Ganjaei in this case comports with the requirements of due
    process under the Fourteenth Amendment.
    We conclude, and Ganjaei concedes, HGSI met the threshold pleading requirement
    and the burden shifted to Ganjaei to negate the alleged basis for exercising
    jurisdiction. See Alencar v. Shaw, 
    323 S.W.3d 548
    , 553 (Tex. App.—Dallas 2010,
    no pet.) (minimal pleading requirement satisfied by allegation nonresident
    defendant is doing business in Texas or committed tortious acts in Texas). Here,
    that basis is specific jurisdiction.
    As an initial matter, we point out that HGSI is not a Texas corporation and
    does not maintain its principal place of business in Texas. The Texas forum only
    came into play because Synergy initiated suit against HGSI in Texas and the
    counterclaims emanated thereafter.       Because we are dealing with specific
    jurisdiction here, HGSI cannot bootstrap other parties’ actions to confer
    jurisdiction over Ganjaei. See Michiana, 168 S.W.3d at 785. Nor can it establish
    jurisdiction over Ganjaei by simply asserting he conspired with a Texas resident.
    –10–
    Ahrens & DeAngeli, P.L.L.C. v. Flinn, 
    318 S.W.3d 474
    , 486 (Tex. App.—Dallas
    2010, pet. denied) (“In National Industrial Sand Association v. Gibson, 
    897 S.W.2d 769
    , 773 (Tex. 1995) (orig. proceeding), the Texas Supreme Court
    declined to recognize the assertion of personal jurisdiction over a nonresident
    defendant based solely on the effects or consequences of an alleged conspiracy
    with a resident of the forum state.”). In addition, because HGSI sues Ganjaei in his
    individual capacity, only his contacts in that capacity are relevant to the
    jurisdictional inquiry. See Hanschen, Trustee of David Hanschen Heritage Trust
    Two v. Hanschen, No. 05-19-01134-CV, 
    2020 WL 2764629
    , at *3 (Tex. App.—
    Dallas May 28, 2020, no pet.) (mem. op.) (citing Stauffer v. Nicholson, 
    438 S.W.3d 205
    , 212 (Tex. App.—Dallas 2014, no pet.)). Accordingly, Ganjaei’s contacts
    with Synergy as HBI’s representative are irrelevant to our jurisdictional inquiry.
    Because Ganjaei had very limited physical presence in the State of Texas,
    HGSI relies heavily on directing-a-tort and targeting-assets theories to urge
    jurisdiction over Ganjaei. Both of those theories fail, however, because the Texas
    Supreme Court has clearly stated that “a nonresident directing a tort at Texas from
    afar is insufficient to confer specific jurisdiction,” see Michiana, 168 S.W.3d at
    790–92, and, notwithstanding the fact that HBI’s actions cannot be attributed to
    Ganjaei for jurisdictional purposes, HBI did not target or purchase Texas assets, it
    simply acquired an interest in a Nevada limited liability company that provides a
    –11–
    service that is not based on hard assets located in Texas.4 With this backdrop in
    mind, we proceed to analyze Ganjaei’s alleged contacts with Texas.
    HGSI’s breach of fiduciary duty claims against Ganjaei generally fall into
    five categories; namely, (1) claims arising from Ganjaei’s alleged provision of
    legal services to HGSI and, in particular, in connection with the Broker
    Agreement, (2) claims arising from Ganjaei’s role as a member of HGSI’s board of
    directors and alleged involvement in the Broker Agreement, (3) claims arising
    from Ganjaei’s alleged involvement in contracts other than the Broker Agreement
    and in various business relationships relating to HGSI affiliates,5 (4) claims
    Ganjaei participated in various legal actions involving Texas, and (5) claims
    Ganjaei failed to disclose conflicts in interest. We address those five categories in
    turn. In doing so, as described above, we focus on the two prongs relevant to the
    specific jurisdiction inquiry: “purposeful availment” and “relatedness,” which
    requires a substantial connection between a nonresident’s forum contacts and the
    operative facts of the litigation. See Moki Mac, 
    221 S.W.3d at 585
    .
    4
    HGSI relies on Cornerstone to support its targeting Texas assets theory as a basis for jurisdiction.
    In Cornerstone, the supreme court held private equity funds that created subsidiaries for the sole purpose
    of investing in and profiting from Texas assets, a chain of Texas hospitals, were subject to specific
    jurisdiction in a suit arising out of the investment transaction. 493 S.W.3d at 72–74. The plaintiffs in
    Cornerstone did not sue an out-of-state lawyer for one of the involved entities, and that case is not
    instructive here.
    5
    Because HGS Healthcare was not a party to Ganjaei’s special appearance and did not appear and
    participate in the hearing on Ganjaei’s special appearance and is not included in the caption of the order
    granting Ganjaei’s special appearance, any claims HGS Healthcare may have against Ganjaei, and alleged
    contacts of Ganjaei with respect to same, are not before us and are irrelevant to our resolution of this
    interlocutory appeal.
    –12–
    With respect to the first category, we note, as a general rule, that legal work
    performed outside the state is not a proper basis for personal jurisdiction in Texas
    and the mere existence of an attorney–client relationship, unaccompanied by other
    sufficient contacts with the forum, does not confer personal jurisdiction over the
    non-resident in the forum state. See Ahrens, 
    318 S.W.3d at
    484–485 (holding trial
    court did not have specific personal jurisdiction over Washington law firm where
    the legal work at issue was performed in Washington or Idaho and relevant
    communications were made from there to Texas); see also Fried, Frank, Harris,
    Shriver & Jacobson LLP v. Millennium, No. 05-16-01132-CV, 
    2017 WL 3276010
    ,
    at *8 (Tex. App.—Dallas July 31, 2017, pet. denied) (mem. op.).6 For example,
    the non-resident attorney must take affirmative action to promote business within
    the forum state. Ahrens, 
    318 S.W.3d at 484
    . Telephone calls and correspondence
    as activities directed at the forum state are generally insufficient. 
    Id.
     Not even
    isolated trips to the forum state during the representation, when coupled with the
    long distance communications, amount to activities directed at the forum. 
    Id.
    Here, we note, to the extent an attorney–client relationship existed between
    HGSI and Ganjaei, it did not, in the first instance, involve a client or attorney
    6
    In Fried Frank, this Court concluded an affidavit that is materially similar to Ganjaei’s declaration
    negated personal jurisdiction based on claims about the defendant’s out-of-state legal work. 
    2017 WL 3276010
    , at *8. More particularly, this Court concluded an attorney’s affidavit stating (1) he had not
    practiced law in Texas, (2) no legal services that he or his colleagues performed concerning an agreement
    respecting tax benefits (the “TBA”) were performed in Texas, and (3) the TBA had no connection with
    Texas negated Millineum’s jurisdictional allegations with respect to a meeting at which Millennium
    asserted the attorney took positions that were adverse to Millennium’s interests respecting disputed tax
    benefits addressed in the TBA. 
    Id.
    –13–
    resident in Texas and there is no assertion that Ganjaei sought clients or otherwise
    affirmatively promoted personal business in Texas. While Ganjaei disavowed
    having acted as HGSI’s general counsel or otherwise having provided legal
    services to same, Ganjaei established any provision of legal services would have
    occurred somewhere other than Texas. That evidence, on its face, established
    Ganjaei did not purposefully avail himself of the benefits and protection of Texas
    law and negated jurisdiction over HGSI’s claims against Ganjaei in his capacity as
    a lawyer. See id. at 485.
    With respect to the second category, to the extent Ganjaei as a HGSI board
    member had any involvement in the Broker Agreement, it was very limited and
    occurred in New York or New Jersey. Accordingly, Ganjaei, in his capacity as a
    member of HGSI’s board of directors, did not purposefully avail himself of the
    benefits and protections of Texas law and negated jurisdiction over HGSI’s claim
    against Ganjaei as a board member.
    With respect to the third category, HGSI contends Ganjaei and other HGSI
    fiduciaries targeted Texas assets, including a controlling stake in Synergy and a
    Columbian call center, and sought to profit from investing in Texas assets. But
    there is no evidence Ganjaei personally targeted Texas, sought Texas assets, or
    sought Texas customers. The record shows HBI, not Ganjaei, acquired an interest
    in Synergy, a Nevada limited liability company, and there is no assertion or
    evidence that HBI is Ganjaei’s alter ego. See id. at 486. Moreover, Ganjaei
    –14–
    established his involvement in HBI’s procurement of an equity interest in Synergy
    occurred in New York or New Jersey, not in Texas. In addition, with respect to
    HGSI’s assertion concerning other agreements between Synergy and HGSI or its
    affiliates, Ganjaei established he was not involved in Synergy’s day-to-day
    business and neither Synergy nor HGSI asked him to draft, negotiate or
    meaningfully review the substance of any broker agreement. Accordingly, Ganjaei
    did not purposefully avail himself of the benefits or protections of Texas law with
    respect to this third category of claims. To the extent this third category includes
    agreements between Synergy and an entity other than HGSI, there is no
    meaningful connection to the operative facts of HGSI’s claims against Ganjaei
    and, thus, they are irrelevant to the jurisdictional inquiry. See Moki Mac, 
    221 S.W.3d at 585
    .
    With respect to the fourth category, HGSI’s assertion that Ganjaei was
    involved in certain litigation in Texas, specifically Messilla Office Solution LLC’s7
    suit against HGS Healthcare with respect to an equipment lease, those alleged
    contacts do not have a substantial connection to the operative facts of HGSI’s
    claims and thus are irrelevant to the jurisdictional inquiry. See 
    id.
     In addition,
    while HGSI references Ganjaei’s alleged involvement in employment issues
    arising out of its El Paso, Texas operations, those alleged contacts are not
    7
    It appears Messilla Office Solutions is a subsidiary of HBI and that Ganjaei is, or was, the manager
    of the company.
    –15–
    connected to any claim HGSI asserts against Ganjaei. Consequently, any contact
    Ganjaei may have had with Texas with respect to same is irrelevant to our
    jurisdictional inquiry. 
    Id.
    With respect to the final category, dealing with HGSI’s assertions that
    Ganjaei failed to disclose various claimed conflicts of interest, an alleged failure to
    disclose cannot be purposeful availment of a Texas forum. By its very nature,
    failure to disclose demonstrates that a party did not have contacts with the forum
    state. Brocail v. Anderson, 
    132 S.W.3d 552
    , 564 (Tex. App.—Houston [14th
    Dist.] 2004, pet. denied) (citing Anderson v. Bechtle, No. 01-00-00593-CV, 
    2001 WL 930205
    , at *2 (Tex. App.—Houston [1st Dist.] Aug. 16, 2001, no pet.) (not
    designated for publication)).
    Moreover, and globally as it may relate to any claims HGSI has against
    Ganjaei in connection with Synergy, Ganjaei established he did not obtain a
    benefit, advantage or profit from that connection. See Michiana, 168 S.W.3d at
    785. More particularly, in addition to establishing he did not receive compensation
    from Synergy, he established his compensation from his employer, HBI, was not
    tied to Synergy’s performance. Thus, Ganjaei negated any purposefully availment
    of the Texas forum precluding the exercise of personal jurisdiction over him under
    the long-arm statute.
    Because Ganjaei established the long-arm statute does not authorize
    jurisdiction over him, with respect to HGSI’s claims against him, we need not
    –16–
    determine whether he established exercising jurisdiction over him would offend
    traditional notions of fair play and substantial justice. See Baldwin v. Household
    Int’l, Inc., 
    36 S.W.3d 273
    , 277 (Tex. App.—Houston [14th Dist.] 2001, no pet.).
    We resolve HGSI’s issue against it.
    CONCLUSION
    We affirm the trial court’s order granting Ganjaei’s special appearance.
    Because HGS Healthcare was not a party to Ganjaei’s special appearance and did
    not defend against his jurisdictional challenge, we conclude the trial court’s order
    did not dispose of its claims against Ganjaei.
    /Carolyn Wright/
    CAROLYN WRIGHT
    JUSTICE, ASSIGNED
    220052F.P05
    –17–
    S
    Court of Appeals
    Fifth District of Texas at Dallas
    JUDGMENT
    HINDUJA GLOBAL SOLUTION,                       On Appeal from the 191st Judicial
    INC. AND HGS HEALTHCARE,                       District Court, Dallas County, Texas
    LLC, Appellants                                Trial Court Cause No. DC-19-20539.
    Opinion delivered by Justice Wright.
    No. 05-22-00052-CV          V.                 Justices Partida-Kipness and Nowell
    participating.
    ALI GANJAEI, Appellee
    In accordance with this Court’s opinion of this date, the judgment of the trial
    court is AFFIRMED.
    It is ORDERED that appellee ALI GANJAEI recover his costs of this
    appeal from appellant HINDUJA GLOBAL SOLUTION, INC. AND HGS
    HEALTHCARE, LLC.
    Judgment entered this 13th day of January 2023.
    –18–