Aaron Andrew Joiner v. Coast Paper & Supply and Carol Lynn Carava ( 2008 )

NUMBER 13-07-00623-CV

COURT OF APPEALS

THIRTEENTH DISTRICT OF TEXAS

CORPUS CHRISTI - EDINBURG

AARON ANDREW JOINER, Appellant,

v.

COAST PAPER & SUPPLY

AND CAROL LYNN CARAVA, Appellees.

On appeal from the 357th District Court

of Cameron County, Texas.

MEMORANDUM OPINION

Before Chief Justice Valdez and Justices Garza and Benavides Memorandum Opinion by Justice Garza

Appellant, Aaron Andrew Joiner, complains in this accelerated interlocutory appeal that the trial court erred in granting special appearances in favor of appellees, Coast Paper & Supply ("Coast Paper") and Carol Lynn Carava. See Tex. Civ. Prac. & Rem. Code Ann. § 51.014(a)(7) (Vernon Supp. 2007); Tex. R. Civ. P. 120a; Tex. R. App. P. 28.1. By one issue, Joiner contends that the trial court erred in granting the special appearances because Texas has general and specific jurisdiction over Coast Paper and Carol. We affirm.

I. Factual and Procedural Background

Coast Paper is a California corporation specializing in the sale of wholesale paper and janitorial supplies. ⁽¹⁾ Carol is a California resident and the mother of David Ross Carava. The underlying lawsuits and ancillary claims pertain to disputes involving real and personal property transferred from Joiner Food Service, Inc. ("Joiner Food") ⁽²⁾ to DRC Distributors, Ltd., a Texas limited partnership. ⁽³⁾ See generally Cameron Life Ins. Co. v. Pactiv Corp., No. 13-05-760-CV, 2007 Tex. App. LEXIS 6773 (Tex. App.-Corpus Christi Aug. 23, 2007, pet. denied) (mem. op.); DRC Distrib., Ltd. v. Joiner, No. 13-04-038-CV, 2006 Tex. App. LEXIS 1168 (Tex. App.-Corpus Christi Feb. 9, 2006, no pet.) (mem. op.); Joiner v. Pactiv Corp., No. 13-04-580-CV, 2005 Tex. App. LEXIS 6364 (Tex. App.-Corpus Christi Aug. 11, 2005, pet. denied) (mem. op.).

a. The First Lawsuit

On May 23, 2000, DRC Distributors and Joiner Food entered into an asset purchase sale whereby Joiner Food agreed to sell certain real and personal property to DRC Distributors. Cameron Life Ins. Co., 2007 Tex. App. LEXIS 6773, at *2. Joiner Food held a deed of trust securing the real property subject to the asset sale, and DRC Distributors was to make periodic payments on the real estate lien note. Id. at *3.

After DRC Distributors fell behind on the note, DRC Distributors and DRC Asset Management, Inc., formerly known as DRC Management Company, Inc., executed a deed in lieu of foreclosure (the "general warranty deed"), bill of sale, and a comprehensive mutual release effective December 9, 2002. Id. at *5; see also Pactiv Corp., 2005 Tex. App. LEXIS 6364, at **2-3. As a condition of the release, DRC Distributors transferred back to Joiner Food the real and personal property sold along with amounts owed under the promissory note. In exchange, Joiner Food agreed to release any and all obligations under the transaction, as well as all other claims or disputes among the parties. In particular, the parties agreed to refrain from instituting any proceedings against each other related to this transaction. On December 20, 2002, Joiner recorded the December 9, 2002, general warranty deed in the Cameron County real property records. See Cameron Life Ins. Co., 2007 Tex. App. LEXIS 6773, at **5-6; Pactiv Corp., 2005 Tex. App. LEXIS, 6364, at *3.

On August 25, 2003, Joiner filed a petition for declaratory relief against DRC Distributors, ⁽⁴⁾ DRC Management Company ⁽⁵⁾ (collectively the "DRC Parties"), and David, seeking to set aside the mutual release. DRC Distrib., Ltd., 2006 Tex. App. LEXIS 1168, at *2. On October 6, 2003, a no-answer default judgment was rendered against the DRC Parties and David. Id. The DRC Parties and David filed a restricted appeal with this Court. Id. at **1-2. We reversed and remanded the no-answer default judgment, concluding that Joiner had failed to properly serve the parties with process. Id. at **7-8.

On remand, the DRC Parties and David counterclaimed for a declaratory judgment that the mutual release was in full force and effect and that Joiner had breached the mutual release and filed a motion for summary judgment.

b. The Second Lawsuit

Rather than filing a response to the motion for summary judgment filed by the DRC Parties and David, Joiner instituted a second lawsuit on October 26, 2006, against the DRC Parties, David, ⁽⁶⁾ and against two new parties: Coast Paper and Carol. In this lawsuit, Joiner alleged, among other things, that: (1) the mutual release was void ab initio; (2) DRC Distributors was the alter ego of DRC Management Company; (3) DRC Management Company was the alter ego of David Carava; (4) DRC Management Company was organized as a sham to perpetrate a fraud; and (5) the DRC Parties, David Cararva, Carol Carava, and Coast Paper are jointly and severally liable for $868,754.76 in compensatory damages for breach of contract and $1 million in compensatory damages for breach of warranty. Carol and Coast Paper filed separate special appearances and original answers on November 22, 2006.

On September 10, 2007, the trial court conducted a hearing on the special appearances filed by Carol and Coast Paper. On the same day, Joiner filed a first amended response to both special appearances, which included an affidavit that he executed himself. After hearing arguments from counsel, the trial court granted both special appearances. Subsequently, on October 9, 2007, Joiner filed his notice of accelerated interlocutory appeal challenging the trial court's granting of the special appearances filed by Carol and Coast Paper. ⁽⁷⁾ See Tex. Civ. Prac. & Rem. Code Ann. § 51.014(a)(7); Tex. R. Civ. P. 120a; Tex. R. App. P. 28.1. This appeal ensued.II. Standard of Review

Because the question of a court's exercise of personal jurisdiction over a nonresident defendant is one of law, we review a trial court's determination of a special appearance de novo. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex. 2007) (citing BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002)). The plaintiff bears the initial burden of pleading "sufficient allegations to bring a nonresident

defendant within the provisions of the long-arm statute." Id. at 793. When a special appearance is filed, the nonresident defendant assumes the burden of negating all bases of personal jurisdiction asserted by the plaintiff. Moki Mac, 221 S.W.3d at 574; BMC Software, 83 S.W.3d at 793; El Puerto de Liverpool, S.A. de C.V. v. Servi Mundo Llantero, S.A. de C.V., 82 S.W.3d 622, 628 (Tex. App.-Corpus Christi 2002, pet. dism'd w.o.j.).

In this case, Joiner asserts that Texas courts have personal jurisdiction over Coast Paper and Carol based on their relationship with David and the DRC Parties. When a plaintiff's assertion of jurisdiction depends on imputing the actions of a resident to a nonresident, the burden of proof shifts back to the plaintiff. See IRA Res., Inc. v. Griego, 221 S.W.3d 592, 597 (Tex. 2007) ("Texas law does not presume agency, and the party who alleges it has the burden of proving it.") (citing Buchoz v. Klein, 143 Tex. 284, 184 S.W.2d 271, 271 (Tex. 1944)); BMC Software, 83 S.W.3d at 798 (holding that "the party seeking to ascribe one corporation's action to another by disregarding their distinct corporate entities must prove this allegation"). When, as here, there are multiple defendants, we must test each defendant's actions and contacts with the forum separately. Morris v. Kohls-York, 164 S.W.3d 686, 693 (Tex. App.-Austin 2005, pet. dism'd). Joiner, therefore, bore the burden of both pleading and proving jurisdiction as to Coast Paper and Carol in this case.

When a trial court does not issue findings of fact or conclusions of law with its special appearance ruling, as in this case, all facts necessary to support the judgment and supported by the evidence are implied. BMC Software, 83 S.W.3d at 795. When the appellate record includes the reporter's and clerk's records, these implied findings are not conclusive and may be challenged for legal and factual sufficiency in the appropriate appellate court. Id.

Moreover, in determining the special appearance, the trial court may refer to the pleadings, any stipulations made by and between the parties, any affidavits and attachments filed by the parties, discovery, and any oral testimony. Tex. R. Civ. P. 120a(3).III. Analysis

In his sole issue on appeal, Joiner asserts that the trial court erred in granting the special appearances because he submitted legally and factually sufficient evidence establishing that Texas courts have general and specific jurisdiction over Carol and Coast Paper. Specifically, Joiner contends that general and specific jurisdiction were established by evidence showing that: (1) David and Carol acted as partners in a general partnership conducting business in Texas; (2) the DRC Parties were organized by Carol as a sham to perpetrate a fraud through intentional undercapitalization; (3) David was an agent for an undisclosed principal, Coast Paper, which paid him a salary of $15,000.00 per month; (4) the DRC Parties engaged in joint ventures with Coast Paper; (5) Carol sent Coast Paper employees to Texas to work on tasks for the DRC Parties; (6) Carol and David allegedly converted Joiner's property; and (7) no one has accounted for $2,163,490.09 that allegedly went missing.

Conversely, Carol and Coast Paper argue that Joiner has failed to present any issue for review. They further argue that Joiner failed to: (1) allege sufficient facts to invoke jurisdiction under the Texas long-arm statute; and (2) discharge his burden in proving his alter ego theory for purposes of establishing personal jurisdiction over both Coast Paper and Carol.

A. Appellate Review

At the outset of our analysis, we address the argument made by Coast Paper and Carol that Joiner failed to present an issue for appellate review. We disagree.

Joiner correctly notes that the trial court did not issue any findings of fact or conclusions of law accompanying the order granting Coast Paper's and Carol's special appearances. Moreover, Joiner specifically stated in his appellate brief that "[t]he trial court erred in granting Defendant's Special Appearance objecting to the jurisdiction of the trial court over the property and person of the Defendants, Coast Paper & Supply and Carol Lynn Carava, pursuant to Rule 120a, Texas Rules of Civil Procedure" (emphasis in original). Joiner proceeded to provide argument and authority to support its stated issue.

Coast Paper and Carol rely on Martinez v. El Paso County, 218 S.W.3d 841, 844 (Tex. App.-El Paso 2007, pet. dism'd) in arguing that Joiner failed to present an issue for this Court to review. The Martinez court noted that "[w]hen reviewing a civil matter, an appellate court has no discretion to consider an issue not raised in the appellant's brief, even if the ends of justice so require." Id. However, the Martinez court also noted that "[a]n issue presented in an appellant's brief is sufficient if it directs the attention of the appellate court to the error about which the complaint is made." Id. Because Joiner specified that he took issue with the trial court's grant of the special appearances filed by Coast Paper and Carol and because the record contains argument and authority addressing this issue, we conclude that Joiner has presented this Court with issues pertaining to general and specific jurisdiction for review. See id. ("Appellant's brief must also contain a clear and concise argument containing appropriate citations to authority and to the record. This requirement is not satisfied by merely uttering brief conclusory statements, unsupported by legal citations.") (internal citations omitted).

B. Due Process and Personal Jurisdiction

A Texas court may exercise personal jurisdiction over a nonresident defendant only if jurisdiction is authorized by the Texas long-arm statute, see Tex. Civ. Prac. & Rem. Code Ann. § 17.042 (Vernon 1997), which permits Texas courts to exercise personal jurisdiction over nonresident defendants who are doing business in Texas. ⁽⁸⁾

BMC Software, 83 S.W.3d at 795. Although the Texas long-arm statute lists activities that constitute "doing business," this list is not exclusive, and "section 17.042's broad language extends Texas courts' personal jurisdiction 'as far as the federal constitutional requirements of due process will permit.'" BMC Software, 83 S.W.3d at 795 (quoting U-Anchor Adver., Inc. v. Burt, 553 S.W.2d 760 , 762 (Tex. 1977)). Therefore, "the requirements of the Texas long-arm statute are satisfied if the exercise of personal jurisdiction comports with federal due process limitations." CSR Ltd. v. Link, 925 S.W.2d 591, 594 (Tex. 1996).

Under the Due Process Clause of the Fourteenth Amendment of the United States

Constitution, a Texas court may exercise personal jurisdiction over a nonresident defendant 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." Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945); BMC Software, 83 S.W.3d at 795; see U.S. Const. amend. XIV, § 1. "The exercise of personal jurisdiction is proper when the contacts proximately result from actions of the nonresident defendant which create a substantial connection with the forum state." Guardian Royal Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223, 226 (Tex. 1991).

A nonresident establishes minimum contacts with Texas by purposefully availing itself of the privileges and benefits inherent in conducting business in the state. Moki Mac, 221 S.W.3d at 575 ("[A] defendant must seek some benefit, advantage or profit by 'availing' itself of the jurisdiction") (quoting Michiana Easy Livin' Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005)); Michiana, 168 S.W.3d at 784 ("For half a century, the touchstone of jurisdictional due process has been 'purposeful availment.'"); see Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474-75 (1985).

There are three parts to the purposeful availment inquiry. Michiana, 168 S.W.3d at 785. First, only the nonresident defendant's contacts with the forum are considered and not the acts of a third person or another party. Id. (quoting Burger King Corp., 471 U.S. at 475 ("This 'purposeful availment' requirement ensures that a defendant will not be haled into a jurisdiction solely as a result of . . . the 'unilateral activity of another party or a third person.'")). Second, the contacts must be purposeful and not "random, isolated, or fortuitous." Id. Finally, the nonresident defendant "must seek some benefit, advantage, or profit by 'availing' itself of the jurisdiction." Id.

To determine whether the exercise of personal jurisdiction over a nonresident defendant comports with traditional notions of fair play and substantial justice, we consider, when appropriate, the following: (1) the burden on the nonresident defendant; (2) the forum state's interest in adjudicating the dispute; (3) the plaintiff's interest in obtaining convenient and effective relief; (4) the interstate judicial system's interest in obtaining the most efficient resolution of controversies; and (5) the shared interest of the several states in furthering substantive social policies. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 292 (1980); Guardian Royal, 815 S.W.2d at 231.

C. General and Specific Jurisdiction

A nonresident defendant's forum-state contacts may give rise to two types of personal jurisdiction--general and specific jurisdiction. BMC Software, 83 S.W.3d at 795-96. If the defendant has made continuous and systematic contacts with the forum, general jurisdiction is established whether or not the defendant's alleged liability arises from those contacts. Id. at 796; CSR Ltd., 925 S.W.2d at 595. In contrast, when specific jurisdiction is alleged, we focus the minimum-contacts analysis on the "relationship among the defendant, the forum[,] and the litigation." Guardian Royal, 815 S.W.2d at 228 (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 (1984); Schlobohm v. Schapiro, 784 S.W.2d 355, 357 (Tex. 1990)); see Moki Mac, 221 S.W.3d at 585 (holding that there must be a substantial connection between the nonresident defendant's contacts and the operative facts of the litigation). Specific jurisdiction is established if the defendant's alleged liability "aris[es] out of or [is] related to" an activity conducted within the forum. Helicopteros, 466 U.S. at 414, n.8; see also CSR Ltd., 925 S.W.2d at 595.

Because the minimum contacts inquiry is broader and more demanding when general jurisdiction is alleged, a showing of substantial activities in the forum state is required. Schlobohm, 784 S.W.2d at 357. General jurisdiction is premised on the nonresident having consented to jurisdiction through its continuous contact invoking the benefits and protections of Texas. Am. Type Culture Collection v. Coleman, 83 S.W.3d 801, 807 (Tex. 2002). This analysis focuses on the nature and quality of the contacts, as opposed to the quantity. Id. The contacts under general jurisdiction "should be such as to justify categorizing the defendant as a resident of this State." Schexnayder v. Daniels, 187 S.W.3d 238, 243 (Tex. App.-Texarkana 2006, pet. dism'd w.o.j.).

D. Discussion

Joiner admitted at oral argument that the crux of his argument in support of Texas courts asserting personal jurisdiction over Coast Paper and Carol is premised primarily on an alter ego theory based on David's actions as director and officer of DRC Management Company and DRC Distributors. ⁽⁹⁾

1. Alter Ego Theory

An individual's contacts with Texas on behalf of a business entity that is designed to limit individual liability do not ordinarily establish personal jurisdiction over the individual, but an exception is recognized for cases in which the trial court finds alter ego is implicated. Solow v. Century Assets Corp., 12 S.W.3d 512, 516 (Tex. App.-Beaumont 1999, no pet.); J & J Marine, Inc. v. Ha Van Le, 982 S.W.2d 918, 927 (Tex. App.-Corpus Christi 1998, no pet.). Under the theory of alter ego, courts may disregard the formal registration of a company because there exists such unity between the company and the individual that the company ceases to be a separate entity. In re Smith, 192 S.W.3d 564, 568 (Tex. 2006).

Alter ego is a theory under which plaintiffs may pierce the corporate veil and hold individual officers, directors, and stockholders of a company personally liable. ⁽¹⁰⁾ J & J Marine, 982 S.W.2d at 927. It is important to note, though, that the instant case presents the issue of jurisdictional veil-piercing, which involves different elements of proof than substantive veil-piercing for the purpose of liability. See PHC-Minden, L.P. v. Kimberly-Clark Corp., 235 S.W.3d 163, 174 (Tex. 2007). We do not assess certain issues, such as fraud and undercapitalization, which go to the issue of substantive veil-piercing. See id. (citing Wells Fargo & Co. v. Wells Fargo Express Co., 556 F.2d 406, 425 (9th Cir. 1977)); see also Gonzalez v. Lehtinen, No. 13-06-441-CV, 2008 Tex. App. LEXIS 1889, at *13 (Tex. App.-Corpus Christi Mar. 13, 2008, no pet. h.) (mem. op.). Instead, we focus our analysis upon whether Joiner demonstrated that Carol controlled the internal business operations of the DRC Parties to a degree "greater than that normally associated with common ownership and directorship." BMC Software, 83 S.W.3d at 799.

An alter-ego analysis cannot be reduced to an authoritative or exclusive list of discrete "elements" which may be tested. Leon, Ltd. v. Albuquerque Commons P'ship, 862 S.W.2d 693, 707 (Tex. App.-El Paso 1993, no pet.); see also Eckardt v. Hardeman, No. 03-98-00274-CV, 1999 Tex. App. LEXIS 450, at *8 (Tex. App.-Austin 1999, pet. denied) (mem. op.) (providing some guidelines for considering whether an entity is merely the alter ego of an individual, such as the "total dealings of the corporation and the individual, including the degree to which corporate formalities have been followed and corporate and individual property have been kept separately, the amount of financial interest, ownership and control the individual maintains over the corporation, and whether the corporation has been used for personal purposes").

The burden to prove alter ego rests upon the party who is arguing that the two parties are actually one entity. BMC Software, 83 S.W.3d at 798; see also J & J Marine, 982 S.W.2d at 927 (stating that the two entities must be so related that the corporate entity is merely a "sham"). If we find alter ego, then the company's amenability to suit in Texas is imputed to the individual. See Moki Mac, 221 S.W.3d at 574; see also Gonzalez, 2008 Tex. App. LEXIS 1889, at *19.

In making his alter ego contention, Joiner relies heavily on his contention that Carol organized the DRC Parties as a sham to perpetrate a fraud on creditors through intentional undercapitalization. However, intentional undercapitalization of the business entity is relevant to an argument of substantive veil-piercing, not jurisdictional veil-piercing. See PHC-Minden, L.P., 235 S.W.3d at 174. Joiner further contends that because DRC Management Company's charter was forfeited on March 22, 2002, due to its failure to timely pay taxes to the State of Texas, and because Carol was an officer of the entity, she organized DRC Management Company with the intent to perpetrate a fraud. However, this contention, once again, goes to substantive veil-piercing, not jurisdictional veil-piercing. See id. It is also noteworthy that Carol stated in her affidavit that she did not control the day-to-day operations of the DRC Parties. This statement undermines Joiner's implication that Carol controlled the internal business operations of DRC to a degree "greater than that normally associated with common ownership and directorship." See BMC Software, 83 S.W.3d at 799. We find that Joiner failed to meet his burden of proving his alter ego contention. Therefore, the alter ego theory cannot serve as a basis for personal jurisdiction over Carol. See id.; see also Moki Mac, 221 S.W.3d at 574 (noting that if a reviewing court finds alter ego, then the company's amenability to suit in Texas is imputed to the individual); Eckardt, 1999 Tex. App. LEXIS 450, at *8.

2. Personal Jurisdiction Over Carol Carava

Joiner also contends that Texas courts have personal jurisdiction over Carol based on her actions as the chief executive officer of Coast Paper and the secretary and treasurer of DRC Management Company. Much of Joiner's argument pertaining to Carol addresses her potential liability as a corporate officer. Joiner contends that: (1) David and Carol, acting as partners of DRC Distributors, conducted business in Texas; (2) Carol organized the DRC Parties as a sham to perpetrate a fraud on the DRC Parties' creditors through intentional undercapitalization; (3) Carol and David converted his property; and (4) Carol regularly sent employees from California to Texas to work on tasks for the DRC Parties. Based on these allegations, Joiner argues that Carol purposefully availed herself to the jurisdiction of Texas courts. ⁽¹¹⁾

We disagree.

The record does not reflect that Carol purposefully availed herself to the jurisdiction of Texas courts. In fact, Carol executed an affidavit on November 22, 2006, see Tex. R. Civ. P. 120a(3), appearing to negate all the jurisdictional bases alleged by Joiner. Her affidavit provided the following, in relevant part:

• •She is a resident of California and she has never been a resident of Texas.

• •She has never done business in the State of Texas in her individual capacity.

• •She was a shareholder in DRC Management Company and served as the secretary and treasurer of DRC Management Company.



• •DRC Management Company and DRC Distributors were organized for a legitimate business purpose--supplying paper products and other items to retail establishments in South Texas--but ceased doing business at or about the time giving rise to Joiner's claims because the entities were wound up.



• •She has traveled to Texas approximately five to six times, all of which were in her capacity as an officer of DRC Management Company. On some occasions, she brought David's daughter to visit him in Harlingen, Texas.

• •In her capacity as secretary and treasurer of DRC Management Company, she assisted with payroll and, on one occasion, prepared W-2s. She did not help with day-to-day operations.



• •She knew of the initial purchase of personal and real property from Joiner by DRC Distributors, but she never signed any of the relevant documents conveying the property, and to the extent that she participated in the negotiations, she did so in her representative capacity for DRC Management Company.

• •She has never solicited business in Texas.

• •She has never employed residents of the State of Texas as employees, agents, or representatives in her individual capacity other than to represent her in this lawsuit.



• •She has not committed a tort, in whole or in part, in Texas in any capacity.

• •She has never consented to the jurisdiction of Texas courts in her individual capacity.

Moreover, Carol noted that exercising jurisdiction over her person and property in this case would offend traditional notions of fair play and substantial justice because the proper jurisdiction for this proceeding is in California, and because litigation in Texas would be extremely expensive for her and would cause "substantial disruption to [her] professional and personal life in the event of a prolonged absence for litigation purposes."

In conjunction with his filing opposing Carol's special appearance, Joiner himself executed an affidavit echoing the contentions he has made on appeal. However, the record does not contain competent evidence either proving his conclusory allegations or refuting Carol's affidavit.

In determining whether Carol purposefully availed herself to the jurisdiction of Texas courts, we must focus on only her contacts with the forum, whether her contacts with Texas were purposeful and not "random, isolated, or fortuitous," and whether she sought "some benefit, advantage, or profit by 'availing' [herself] of [Texas] jurisdiction." See Michiana, 168 S.W.3d at 785. Joiner has not established any of these elements. Joiner relies heavily on David's actions as the chief executive officer of the DRC Parties in imputing jurisdiction to Carol. It is undisputed that David is a Texas resident, but we must focus on the contacts of the nonresident, Carol, as opposed to David's contacts with Texas. Id. Carol admitted to visiting Texas five or six times in her capacity as secretary and treasurer of DRC Management Company. See Morris, 164 S.W.3d at 696 ("The fiduciary shield doctrine protects a corporate officer or employee from the trial court's exercise of general jurisdiction when all of the individual's contacts with Texas were on behalf of the employer."). Carol noted in her affidavit that on some of her trips to Texas, she brought David's daughter along for a family visit. See Am. Type Culture Collection, 83 S.W.3d at 807 (noting that we should focus on the nature and quality of the contacts, not the quantity). Because all of Carol's trips to Texas were in her capacity as an officer of DRC Management Company, and because many of her trips were family related, we cannot say that Carol's contacts with Texas were continuous and systematic in accordance with general jurisdiction principles. See BMC Software, 83 S.W.3d at 796; CSR Ltd., 925 S.W.2d at 595. Furthermore, Joiner has not established that Carol sought some benefit, advantage, or profit from Texas in her individual capacity.

With respect to specific jurisdiction, we focus the minimum-contacts analysis on the "relationship among the defendant, the forum[,] and the litigation." See Moki Mac, 221 S.W.3d at 585. Carol admitted in her affidavit that as secretary and treasurer of DRC Management Company and DRC Distributors, she was aware of the asset purchase sale and the subsequent general warranty deed. See Virtual Healthcare Servs., Ltd. v. Laborde, 193 S.W.3d 636, 644 (Tex. App.-Eastland 2006, no pet.) (providing that "notice that [directors and officers of corporations] may be liable for corporate debts does not justify a conclusion that nonresident officers and directors could reasonably anticipate being called into a Texas court"). However, she denied signing the relevant paperwork conveying the real and personal property. Because Carol did not sign any of the documents at issue in the underlying dispute, and because the record does not suggest that Carol purposefully availed herself of the jurisdiction of Texas courts, we conclude that Joiner also has not established that Texas has specific personal jurisdiction over Carol. See Morris, 164 S.W.3d at 694 (concluding that a nonresident should be "haled" into a Texas court only as a result of intentional activities).

Based on the foregoing, we conclude that Joiner failed to meet his burden in establishing that Carol had minimum contacts with Texas; therefore, the trial court's judgment granting Carol's special appearance is supported by legally and factually sufficient evidence.

3. Personal Jurisdiction Over Coast Paper

As previously mentioned, Joiner primarily premises his jurisdictional arguments pertaining to Coast Paper on an alter ego theory. Specifically, Joiner asserts that Texas courts have general and specific jurisdiction over Coast Paper because: (1) David was an agent for an undisclosed principal, Coast Paper, which paid him $15,000.00 per month; (2) DRC Management Company and Coast Paper engaged in joint ventures pertaining to product sales; and (3) Coast Paper employees were sent from California to Texas to work on tasks for the DRC Parties.

On November 22, 2006, Carol, acting in her capacity as president of Coast Paper, filed an affidavit on behalf of Coast Paper. In this affidavit, Carol stated, among other things, the following:

• •Coast Paper has never done business in Texas.

• •Coast Paper has never obtained a certificate of authority to do business in Texas.

• •Coast Paper has never consented to the jurisdiction of Texas courts.

• •Coast Paper has never employed residents of Texas as employees, agents, or representatives for Coast Paper to do business or represent it in Texas. David performed consulting work for Coast Paper in California while he lived in Texas, but such work was done when David traveled to California.

• •David was not an agent for Coast Paper, and his services as an officer of Coast Paper were performed in California.