Adam C. Leonard v. Salinas Concrete, LP , 2015 Tex. App. LEXIS 7529 ( 2015 )

Affirm in part; Reverse and Render in part; and Remand; Opinion Filed July 21, 2015.
In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-14-01584-CV
ADAM C. LEONARD, Appellant
V.
SALINAS CONCRETE, LP, Appellee
On Appeal from the 14th Judicial District Court
Dallas County, Texas
Trial Court Cause No. DC-14-04971
OPINION
Before Justices Bridges, Lang, and Evans
Opinion by Justice Lang
This interlocutory appeal was filed by Adam C. Leonard following the trial court’s denial
of his special appearance in a lawsuit filed against him by his former employer, Salinas
Concrete, LP (“Salinas”). Specifically, Salinas asserted claims against Leonard for breach of
fiduciary duties during and after his employment, breach of written and oral contracts, quantum
meruit, and tortious interference with an existing business relationship.
In his sole issue on appeal, Leonard contends the trial court erred by concluding he had
sufficient minimum contacts with the State of Texas to warrant the exercise of personal
jurisdiction over him. We conclude the trial court has personal jurisdiction over Leonard as to
Salinas’s claim for breach of a written contract, but lacks personal jurisdiction over Leonard as to
Salinas’s other claims. We (1) affirm the trial court’s order as to Salinas’s claim for breach of a
written contract; (2) reverse the trial court’s order as to Salinas’s other claims and render
judgment granting Leonard’s plea to the jurisdiction as to those claims and dismissing them for
want of jurisdiction; and (3) remand this case to the trial court for further proceedings consistent
with this opinion.
I. FACTUAL AND PROCEDURAL BACKGROUND
The parties do not dispute that Salinas is a Texas limited partnership headquartered in
Plano, Texas, and Leonard is an individual and a nonresident of Texas. In its May 8, 2014
original petition, Salinas asserted in part (1) the trial court has jurisdiction over Leonard because
Leonard “purposefully availed himself of the privilege of conducting activities in the state of
Texas and established minimum contacts sufficient to confer jurisdiction over [him]”; (2) “the
assumption of jurisdiction over [Leonard] will not offend traditional notions of fair play and
substantial justice”; (3) Salinas would show “the cause of action arose from or relates to the
contacts of [Leonard] to the state of Texas, thereby conferring specific jurisdiction with respect
to [Leonard]”1; (4) Leonard “engaged in activities constituting business in the state of Texas as
provided by Section 17.042 of the Texas Civil Practice and Remedies Code, in that [Leonard]
contracted with [Salinas], a Texas resident, and performance of the agreement in whole or in part
thereof was to occur in Texas”; and (5) “[v]enue in Dallas County is proper” because “all or a
substantial part of the events or omissions giving rise to this lawsuit occurred in this county” and
“this lawsuit involves a written contract that expressly names said county as the venue for its
enforcement.”
Further, in a section of the original petition titled “Summary of Claims,” Salinas stated as
follows:
1
Additionally, Salinas asserted in its pleading that the trial court has general jurisdiction over Leonard. However, during oral submission
before this Court, Salinas stated that its claims rely solely on a specific jurisdiction theory. Therefore, we address only specific jurisdiction in this
appeal. See, e.g., Ltd. Logistics Servs., Inc. v. Villegas, 268 S.W.3d 141, 147 (Tex. App.—Corpus Christi 2008, no pet.) (addressing only specific
jurisdiction on appeal where appellee stated during oral argument that it relied solely on that theory and general jurisdiction was not at issue).
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11. Mr. Leonard was a key employee whom Salinas Concrete had trained
in its processes and to whom it had entrusted confidential information and
important client relationships during his long tenure with the Company. In
violation of common law and contractual duties, he has profited by abusing that
trust.
12. First, while still employed by the Company, Mr. Leonard violated his
fiduciary and contractual duties to Salinas Concrete by, upon information and
belief, surreptitiously engaging in concrete contracting, construction, and related
services to benefit himself. . . . .
13. Second, . . . [w]hen he resigned, Mr. Leonard acknowledged that he
had signed a non-compete agreement . . . . Yet he asked that the Company consent
to his potentially getting jobs from its smaller customers, independent builders
who commission only one or a few foundations from time to time. Mr. Leonard
agreed to remit $500 per builder to Salinas Concrete if these customers used his
services. He also asked that Salinas Concrete assist him in setting up a supply
relationship at favorable volume pricing with the supplier of the cables that are a
necessary part of the foundation system he had been trained in constructing while
employed by the Company. Salinas Concrete orally consented to the arrangement
and assisted as requested, securing Mr. Leonard’s ability to acquire the necessary
cable. Yet Mr. Leonard has not remitted the promised sums to Salinas Concrete
despite completing the work for these independent builders.
14. Finally, despite the common law and contractual obligations Mr.
Leonard undertook—and his express reaffirmation that he would not do so—he
has accepted work from the Company’s largest customer.
Salinas asserted six claims based on those alleged facts: (1) “Breach of Fiduciary Duties:
Operation of Competing Business While Employed By Plaintiff,”2 (2) “Breach of Fiduciary
Duty: Post-Employment Use of Plaintiff’s Confidential Information,”3 (3) “Breach of Written
Contract: Non-Compete and Non-Solicitation Covenant,”4 (4) “Breach of Oral Contract,”5 and
2
In its claim respecting Leonard’s breach of fiduciary duties “while employed,” Salinas asserted in part that “[a]s Salinas Concrete’s
employee, Defendant owed fiduciary duties to Salinas Concrete, including the duty of loyalty and utmost good faith to act in the Company’s best
interests, the duty of candor, the duty to refrain from self-dealing, the duty of full disclosure, and the duty to not use or divulge Salinas Concrete’s
confidential information and trade secrets to the detriment of Salinas Concrete” and breached those duties by (1) “surreptitiously engaging in a
concrete business which was in direct competition with the Company’s concrete business while Defendant was still the Company’s employee”;
(2) “putting his own competing business first, which caused him to neglect his business responsibilities”; and (3) “using the confidential customer
contacts he had obtained from Salinas Concrete to solicit competing concrete foundation work from Salinas Concrete’s customers, and also by
using the Company’s methods—trade secrets—to perform the competing foundation work.”
3
As to the claim for breach of fiduciary duty “post-employment,” Salinas contended in part that as a “former employee,” Leonard owed a
fiduciary duty to Salinas “not to use or divulge the Company’s confidential information and trade secrets” and breached that duty “by using the
confidential customer contacts he had obtained from Salinas Concrete to solicit competing concrete foundation work from Salinas Concrete’s
customers, and also by using the Company’s methods—trade secrets—to perform the competing foundation work.”
4
Specifically, Salinas contended in its breach of written contract claim that Leonard breached “non-compete and non-solicitation
covenants” in a “written employment contract” between the parties by “engaging in a competing concrete foundation business and soliciting
competing business from the Company’s customers” during and after his employment with Salinas and “engaging in work for Salinas Concrete’s
largest customer after he, in 2013, had reaffirmed his commitment to comply with the non-compete and non-solicitation covenants.”
–3–
(5) claims “in the alternative” for “Quantum Meruit,”6 and “Tortious Interference With Existing
Business Relationship.”7
Attached to Salinas’s original petition was a copy of a six-page “Standard Employment
Agreement” that states it was entered into between Salinas and Leonard (the “Agreement”). The
Agreement is signed by Leonard, but not by Salinas. Each page bears the handwritten notation
“8-6-09” and Leonard’s handwritten initials. Additionally, the Agreement (1) states in paragraph
1 that Leonard agrees to “render exclusive and full-time services” at “Company’s offices located
at 1300 10th Street Plano TX 75074 and at such other locations as the Company may request”;
(2) states in paragraph 2.1 that the term of Leonard’s employment “shall begin on the date
hereof, and shall end on May __, 2009”; (3) states in paragraph 8.6 that it “shall be governed by
and construed according to the laws of the State of Texas applicable to agreements to be wholly
performed therein and is enforceable in Dallas County, Texas”; and (4) contains non-compete,
non-solicitation, and confidentiality provisions.
On June 30, 2014, Leonard filed a special appearance in which he objected to the trial
court’s jurisdiction over him. Leonard contended he “does not, and at all times relevant herein,
has not, conducted business within the state of Texas” and “has no minimum contacts with the
state of Texas sufficient for a Texas court to assert jurisdiction over him.” Further, Leonard
asserted, in part,
5
According to Salinas, (1) the parties entered into a “binding and enforceable oral contract” under which “Salinas Concrete would help
secure favorable pricing with the cable supplier and would allow Defendant to solicit Salinas Concrete’s smaller customers in exchange for
Defendant’s promise to pay $500 for each job Defendant performed for the Company’s smaller customers” and (2) Leonard breached that oral
contract “when he performed work for Salinas Concrete’s smaller customers but failed to pay Salinas Concrete the agreed-upon price per job.”
6
Salinas stated it “seeks to recover in quantum meruit for the valuable services it provided for Defendant; specifically, the services of
establishing a supply relationship between Defendant and the cable supplier and in helping Defendant secure favorable volume pricing from the
cable supplier.”
7
In its tortious interference claim, Salinas asserted in part that “as a result of the willful conduct of Defendant in diverting Salinas
Concrete’s customers to his own competing business through misappropriation of the Company’s confidential information, both after
Defendant’s employment with Salinas Concrete and, upon information and belief, during his employment, the Company has incurred lost profits
and other benefits of contracting with its customers.”
–4–
4. Plaintiffs alleged claims arise from an employer/employee relationship.
Leonard worked for Salinas, who is authorized to do and is actually doing
business in Louisiana. Leonard interviewed in Louisiana, was hired in Louisiana,
and performed all work in Louisiana. All paperwork in connection with Leonard’s
hiring was mailed to him in Louisiana, and signed by Leonard in Louisiana.
5. The purported “Standard Employment Agreement” appended to Plaintiff’s
Original Petition was sent to Leonard in Louisiana. Leonard did not execute that
agreement, or any others, in Texas.
6. Leonard did not receive any training or education in Texas. Leonard did not
perform any part of his employment with plaintiff in Texas. All contacts between
plaintiff and defendant occurred in Louisiana, not Texas.
7. The alleged negligent actions and acts constituting a breach of the agreement
all allegedly occurred in Louisiana, not Texas.
....
11. In the present case, there is no specific or general jurisdiction. The
employment of Leonard was in Louisiana, Leonard was interviewed and hired in
Louisiana, and all paperwork was executed in Louisiana.
12. . . . Defendant has no places of business in Texas, does not and has never
resided in Texas, and defendant has taken no other action which would put him on
notice that he is subject to jurisdiction by a Texas Court.
13. Finally, this Court’s exercise [of] jurisdiction over defendant would offend
traditional notions of fair play and substantial justice and would violate
defendant’s due process rights.
Attached to Leonard’s special appearance was an affidavit made by him.8
In its response to Leonard’s special appearance, Salinas contended in part (1) “the
parties’ employment relationship began in 2006, when Leonard initiated contact with [Salinas]
by calling its president, Osiel Salinas, ‘to talk to him about a job’ with the company”; (2) after
being hired by Salinas, Leonard “regularly conducted business in the State of Texas, placing
8
Leonard testified in part in his affidavit as follows:
2. Sometime in or prior to May 2006, I spoke to Osiel Salinas, a principal of Plaintiff herein, Salinas Concrete,
LP, over the telephone about possible employment. During this conversation, I was located in Louisiana.
3. Osiel Salinas traveled to Louisiana and conducted an interview, in Louisiana, and thereafter extended an offer
of employment to me. The employment offer was extended while I was in Louisiana, and I accepted the employment in
Louisiana.
4. Thereafter, all employment related activities performed by me were performed wholly within Louisiana. I
performed no work in Texas.
5. All employment paperwork was sent to me in Louisiana, and I signed all documents in Louisiana.
6. I continued to work for Salinas until July, 2013. During that time, all work was performed in Louisiana. I
personally performed no work activities while in Texas.
7. All compensation was paid to me in Louisiana.
8. During my employment with Salinas, I worked under my Louisiana contractor's license.
9. Since ending my employment with Salinas in July 2013, I have continued to work only in Louisiana.
10. I have never lived in Texas, and I have never been employed in Texas. I do not own any property in Texas,
and have never conducted business in Texas.
–5–
orders with a Texas supplier and maintaining frequent and regular communications with
[Salinas’s] office in Texas”; (3) Leonard visited Salinas’s Texas office on at least two occasions
during his employment, once “for the purpose of meeting his coworkers” and once for a
“superintendent meeting”; (4) also, during his employment, Leonard visited Texas to attend
Osiel Salinas’s birthday party and, on another occasion, attended a college football game in
Texas for which Salinas provided him with tickets; (5) after resigning, “Leonard requested and
received assistance from [Salinas] in establishing a favorable pricing relationship with a Texas
cable supplier,” described by Salinas as “Suncoast Post-Tension” (“Suncoast”); and (6) since
then, Leonard “has competed for business against [Salinas] for his new employer” by “placing
orders with [Suncoast]” and “soliciting business” from “D.R. Horton,” described by Salinas as “a
Texas-based builder” and Salinas’s “largest customer.” Also, Salinas argued in part as follows:
Courts have specific jurisdiction over a nonresident defendant if there is a
substantial connection between the defendant’s forum contacts and the operative
facts of the litigation. Salinas Concrete’s claims against Leonard include breaches
of fiduciary, common law, and contractual duties related to his employment with
Salinas Concrete. As previously discussed, Leonard maintained purposeful,
substantial contact with residents of Texas throughout his employment. He signed
an employment contract with Salinas Concrete, a Texas resident. The contract
contains confidentiality provisions, a non-competition agreement, and a choice-
of-law provision designating Texas law as controlling, and it also contemplates
full performance in Texas. Further, Salinas Concrete’s claims for breach of the
oral agreement formed after Leonard had resigned involve operative facts which
include Osiel Salinas’s assistance in contacting Suncoast (a Houston-based
supplier) to secure favorable pricing for Leonard.
Additionally, Salinas asserted Leonard had not met his burden to demonstrate that the
exercise of jurisdiction over him would be unjust. Specifically, Salinas argued in part
[Leonard] offers no evidence that travel to Dallas would be unfairly burdensome
on him. Instead, he offers only that he is not a resident of Texas. This fact is not
determinative.
Moreover, the contract Leonard signed placed him on notice that litigation
was foreseeable in Texas. It names Salinas Concrete as a Texas business entity,
states the employee will render services at the company’s offices in Texas,
contains a choice-of-law provision designating Texas as the forum state and
Dallas as the proper venue, and anticipates that a breach by Leonard would cause
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injury to the company. When considered along with the nature and extent of
Leonard’s contacts with Texas, both during and after his course of dealing with
Salinas Concrete, litigation in Texas was reasonably foreseeable to Leonard and is
not unjustly burdensome or unfair to Leonard.
Attachments to Salinas’s response included, in part, excerpts from an October 9, 2014 deposition
of Leonard in this case.9
The trial court held a hearing on Leonard’s special appearance on December 3, 2014. At
that hearing, the parties’ counsel stated they had agreed to submit the special appearance “on the
pleadings and the evidence that are in the record so far without any additional testimony.”
Additionally, counsel for Leonard argued in part (1) the Agreement is not “enforceable” because
“it was signed after it ended by its own terms” and “material terms are missing,” (2) Leonard
“clearly did not do business in the state of Texas,” and (3) “[t]he cause of action does not arise
out of any activities conducted within the state of Texas.” Counsel for Salinas argued in part (1)
“whether or not the contract is valid is not at issue here” and (2) “[w]hat is at issue is that the
causes of action arise directly out of the employment relationship that was formed in 2006 when
Mr. Leonard called Osiel Salinas on his own accord looking for a job.”
9
Leonard’s deposition testimony included the following:
Q. Okay. How did you come to work for Salinas Concrete?
A. A friend of mine, James Leger, just graduated college, and I talked to him about it, and he told me to give Osiel a call.
Q. So you called Osiel looking for a job?
A. Yes, to talk to him about a job.
Q. Okay. And ultimately, he hired you?
A. Uh-huh (AFFIRMATIVE RESPONSE).
....
Q. . . . During that meeting with Osiel in Louisiana, after you had quit, did you participate in a phone call between Osiel
and Suncoast?
A. I was standing right next to him when he called.
Q. And Osiel was trying to help you secure favorable pricing?
A. How? No, he wasn’t. He just called and said, it’s okay, you can sell materials to Adam.
–7–
The trial court denied Leonard’s special appearance without stating a basis for its ruling.
No findings of fact and conclusions of law were requested or filed. This interlocutory appeal
timely followed. See TEX. CIV. PRAC. & REM. CODE ANN. § 51.014(a)(7) (West 2015).
II. DENIAL OF SPECIAL APPEARANCE
A. Standard of Review
The question of whether a court has personal jurisdiction over a nonresident defendant is
a question of law we review de novo. Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d
142, 150 (Tex. 2013) (citing Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex.
2007)); Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 657 (Tex. 2010). “When, as here,
the trial court does not issue findings of fact and conclusions of law, we imply all relevant facts
necessary to support the judgment that are supported by evidence.” Moncrief Oil, 414 S.W.3d at
150.
B. Applicable Law
Texas courts may exercise personal jurisdiction over a nonresident if “(1) the Texas long-
arm statute authorizes the exercise of jurisdiction, and (2) the exercise of jurisdiction is
consistent with federal and state constitutional due-process guarantees.” Id. (citing Moki Mac,
221 S.W.3d at 574). The Texas long-arm statute provides in part that “[i]n addition to other acts
that may constitute doing business, a nonresident does business in this state if the nonresident:
(1) contracts by mail or otherwise with a Texas resident and either party is to perform the
contract in whole or in part in this state.” TEX. CIV. PRAC. & REM. CODE ANN. § 17.042(1) (West
2015). “The broad ‘doing business’ language in Texas’s long-arm statute allows the trial court’s
jurisdiction to ‘reach as far as the federal constitutional requirements of due process will allow.’”
Kelly, 301 S.W.3d at 657 (quoting Moki Mac, 221 S.W.3d at 575). Personal jurisdiction is
consistent with due process when (1) the nonresident defendant has established minimum
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contacts with the forum state and (2) the exercise of jurisdiction comports with traditional
notions of fair play and substantial justice. Id.
A defendant establishes minimum contacts with a state when it purposefully avails itself
of the privilege of conducting activities within the forum state, thus invoking the benefits and
protections of its laws. Id. (citing Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d
333, 337 (Tex. 2009)). When determining whether a nonresident purposefully availed itself of
the privilege of conducting activities in Texas, we consider three factors. Moncrief Oil, 414
S.W.3d at 151. First, only the defendant’s contacts with the forum are relevant, not the unilateral
activity of another party or a third person. Id. Second, the contacts relied upon must be
purposeful rather than random, fortuitous, or attenuated. Id. Finally, the defendant must seek
some benefit, advantage or profit by availing itself of the jurisdiction. Id. This analysis assesses
the quality and nature of the contacts, not the quantity. Id. Physical presence in the state is not
required but “frequently will enhance a potential defendant’s affiliation with a State and
reinforce the reasonable foreseeability of suit there.” Id. at 152. “At its core, the purposeful
availment analysis seeks to determine whether a nonresident’s conduct and connection to a
forum are such that it could reasonably anticipate being haled into court there.” Id.
A nonresident’s contacts can give rise to general or specific personal jurisdiction. Id. at
150. When specific jurisdiction is alleged, we focus on the relationship among the defendant, the
forum, and the litigation. Id. Specific jurisdiction exists only if the alleged liability arises out of
or is related to the defendant’s purposeful activity within the forum. Id. at 150, 156 (citing Moki
Mac, 221 S.W.3d at 573). “[F]or 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.” Id. “[B]ut-for causation alone is insufficient.” Id. at
157 (citing Moki Mac, 221 S.W.3d at 585). “The operative facts are those on which the trial will
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focus to prove the liability of the defendant who is challenging jurisdiction.” Kaye/Bassman
Int’l Corp. v. Dhanuka, 418 S.W.3d 352, 357 (Tex. App.—Dallas 2013, no pet.) (citing Moncrief
Oil, 414 S.W.3d at 156, 157). We analyze specific jurisdiction on a claim-by-claim basis, unless
we are shown that all claims arise from the same contacts with Texas. Moncrief Oil, 414 S.W.3d
at 150–51.
In addition to minimum contacts, due process requires the exercise of personal
jurisdiction to comply with traditional notions of fair play and substantial justice. Id. at 154
(citing Retamco, 278 S.W.3d at 338). “If a nonresident has minimum contacts with the forum,
rarely will the exercise of jurisdiction over the nonresident not comport with traditional notions
of fair play and substantial justice.” Id. at 154–55. We undertake this evaluation in light of the
following factors, when appropriate: (1) the burden on the defendant; (2) the interests of the
forum in adjudicating the dispute; (3) the plaintiff’s interest in obtaining convenient and effective
relief; (4) the interstate judicial system’s interest in obtaining the most efficient resolution of
controversies; and (5) the shared interest of the several states in furthering fundamental
substantive social policies. Retamco, 278 S.W.3d at 341.
“Our special appearance jurisprudence dictates that the plaintiff and the defendant bear
shifting burdens of proof in a challenge to personal jurisdiction.” Kelly, 301 S.W.3d at 658; see
also TEX. R. CIV. P. 120a. The plaintiff bears the initial burden to plead allegations sufficient to
confer jurisdiction. Kelly, 301 S.W.3d at 658. “Once the plaintiff has pleaded sufficient
jurisdictional allegations, the defendant filing a special appearance bears the burden to negate all
bases of personal jurisdiction alleged by the plaintiff.” Id. The defendant can negate jurisdiction
on either a factual or legal basis. Id. A defendant negates jurisdiction on a factual basis by
presenting evidence to disprove the plaintiff’s jurisdictional allegations. Id. A defendant negates
jurisdiction on a legal basis by showing that “even if the plaintiff’s alleged facts are true, the
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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. Further, in a special appearance, the defendant bears the burden of
presenting “a compelling case that the presence of some consideration would render jurisdiction
unreasonable.” Shelter Mut. Ins. Co. v. Dallas Cnty. Hosp. Dist., 366 S.W.3d 858, 864 (Tex.
App.—Dallas 2012, pet. denied) (citing Guardian Royal Exch. Assurance, Ltd. v. English China
Clays, P.L.C., 815 S.W.2d 223, 231 (Tex. 1991)).
C. Application of Law to Facts
As described above, Leonard asserts only one issue on appeal, challenging the trial
court’s “holding” that he “had sufficient minimum contacts with the State of Texas to warrant
the exercise of personal jurisdiction over [him].” However, because the record does not show all
of Salinas’s claims arise from the same alleged jurisdictional contacts, we analyze specific
jurisdiction on a claim-by-claim basis. See Moncrief Oil, 414 S.W.3d at 150–51.
1. Breach of Written Contract
a. Minimum Contacts
We begin with Salinas’s claim for “Breach of Written Contract: Non-Compete and Non-
Solicitation Covenant.” Leonard asserts in his appellate brief (1) “[m]erely contracting with a
Texas company does not necessarily constitute ‘purposeful availment’ for jurisdictional
purposes”; (2) “[w]hen a nonresident lives and works outside of Texas, employment ‘by a
company with its principal place of business in Texas is not sufficient to establish the requisite
minimum contacts with Texas’”; and (3) a choice of law provision is not sufficient to confer
jurisdiction, nor does it mean the parties voluntarily agreed to submit to the jurisdiction of that
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state. Further, Leonard argues that even if the Agreement were enforceable,10 “any violation of
the agreement would involve acts performed by Leonard in Louisiana, not Texas” and therefore
“any alleged breach of the alleged employment agreement does not arise from, and is not related
to, activity conducted by Leonard within Texas.” Specifically, Leonard contends in part
This alleged agreement was mailed to Leonard in Louisiana, and signed by him in
Louisiana. More importantly, Appellee’s petition does not allege, nor is there any
evidence that Leonard ever solicited any customers in Texas. Accordingly, if
Leonard used confidential customer contacts to contact Salinas Concrete’s
customers, he did so in Louisiana, not Texas. If Leonard competed with Salinas
Concrete by performing concrete work, he performed such work in Louisiana, not
Texas. While Appellee contends that Leonard violated the alleged agreement by
engaging in work for Salinas Concrete’s largest customer (D.R. Horton), any such
work would have occurred in Louisiana, not Texas. Moreover, Leonard’s contacts
with D.R. Horton (on behalf of his new employer) took place in Louisiana, with
D.R. Horton’s Louisiana representatives who are based out of D.R. Horton’s
Baton Rouge, Louisiana office, and involved work to be performed in Louisiana.
The authorities cited by Leonard in support of his argument include several cases in which this
Court concluded the requirements for personal jurisdiction were not met. See Internet Advert.
Grp., Inc. v. Accudata, Inc., 301 S.W.3d 383 (Tex. App.—Dallas 2009, no pet.); Rushmore Inv.
Advisors, Inc. v. Frey, 231 S.W.3d 524 (Tex. App.—Dallas 2007, no pet.); Gustafson v. Provider
HealthNet Servs., Inc., 118 S.W.3d 479 (Tex. App.—Dallas 2003, no pet.).
Salinas asserts in part (1) “[o]f his own volition, [Leonard] reached out to the president of
[Salinas] in Texas to ask for a job”; (2) “Leonard executed an employment contract with
[Salinas], a Texas entity” and “mailed the contract to Texas”; (3) the contract “expressly
provided that Texas law would control and that venue exists in Dallas County, Texas” and
“expressly contemplated performance in Texas”; and (4) “[d]uring his employment, Leonard
regularly contacted Texas residents for business purposes.” Thus, Salinas argues, (1) Leonard
“deliberately affiliated himself with the Texas company, and it was entirely foreseeable that
10
Leonard asserts in his appellate brief that the enforceability of the Agreement is “not directly at issue here.” Additionally, during oral
submission before this Court, counsel for Leonard stated that this appeal does not require this Court to “get into the merits of whether the
Agreement itself would be enforceable.”
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litigation related to his employment would occur in Texas” and (2) Salinas’s breach of written
contract claim is “substantially connected” to “purposeful” contacts of Leonard with Texas.
Mere employment by a Texas company is not, alone, sufficient to establish minimum
contacts to support personal jurisdiction. See, e.g., Gustafson, 118 S.W.3d at 484. Nor does
entering into a contract with a Texas company or including a Texas choice-of-law provision in a
contract necessarily establish the requisite minimum contacts in Texas. Id. However, a contract
may establish sufficient minimum contacts when considered against a backdrop of “prior
negotiations and contemplated future consequences, along with the terms of the contract and the
parties’ actual course of dealing[.]” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 478–79
(1985). Further, “even in instances where a contract was signed in another state, an out-of-state
company with no physical ties to Texas still has minimum contacts with Texas when it is clear
the company purposefully directed its activities toward Texas.” Retamco, 278 S.W.3d at 340;
see also Citrin Holdings, LLC v. Minnis, 305 S.W.3d 269, 281 (Tex. App.—Houston [14th Dist.]
2009, no pet.) (“It is reasonable to subject a nonresident defendant to personal jurisdiction in
Texas in connection with litigation arising from a contract specifically designed to benefit from
the skills of a Texas resident who performs contractual obligations in Texas.”).
The record does not show Leonard specifically addressed section 17.042(1) in the trial
court, nor does he do so on appeal. See TEX. CIV. PRAC. & REM. CODE ANN. § 17.042(1)
(nonresident does business in Texas if he “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”). Further, unlike the
case before us, none of the cases cited by Leonard involve a nonresident initiating contact with a
Texas company to inquire about employment and signing an employment agreement with
provisions respecting performance and enforceability in Texas. See Internet Advert. Grp., 301
S.W.3d at 390 (alleged contacts did not demonstrate personal availment where nonresident did
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not reach out to Texas company, but rather was contacted by Texas company, and contract “did
not require performance in Texas”); Rushmore, 231 S.W.3d at 530 (employment contract that did
not require performance in Texas, contain a venue provision, or assign any business territory or
clients in Texas was not sufficient to establish minimum contacts); Gustafson, 118 S.W.3d at 484
(no specific jurisdiction was established for claim alleging breach of confidentiality agreement
where confidentiality agreement did not make reference to Texas or require any performance in
Texas and none of contacts relied upon were connected to nonresident’s execution of written
confidentiality agreement or his dissemination of confidential information, both of which
occurred outside of Texas). The facts described by Salinas in the trial court respecting its breach
of written contract claim demonstrate purposeful contact by Leonard with Texas and an intent to
obtain benefits from that contact. See Retamco, 278 S.W.3d at 339.
Additionally, because specific jurisdiction is at issue, we must determine whether there is
a substantial connection between Leonard’s forum contacts described above and the “operative
facts” of Salinas’s breach of written contract claim. See Moki Mac, 221 S.W.3d at 585; see also
Moncrief Oil, 414 S.W.3d at 150, 156. In doing so, we employ the “framework” established by
the supreme court in Moki Mac. See Moncrief Oil, 414 S.W.3d at 156–57 (citing Moki Mac, 221
S.W.3d at 585). In Moki Mac, a Texas teenager, Andy, fell to his death in Arizona while on a
hike supervised by a Utah-based company, Moki Mac River Expeditions. Moki Mac, 221
S.W.3d at 573. His parents, Charles and Betsy Drugg, filed suit against the company in Texas
for wrongful death, maintaining the claim arose from misrepresentations in documents the
company mailed to them in Texas as well as the company’s other Texas contacts. Id. at 573,
576. The trial court denied Moki Mac’s special appearance and the court of appeals affirmed on
the basis of specific jurisdiction, concluding the Druggs’ misrepresentation claim arose from, and
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related to, Moki Mac’s purposeful contacts with Texas. Id. at 573. The supreme court
disagreed. Id. The supreme court stated in part,
[W]e accept as true the Druggs’ claim that Andy might not have gone on the trip
were it not for Moki Mac’s representations about safety. However, the operative
facts of the Druggs’ suit concern principally the guides’ conduct of the hiking
expedition and whether they exercised reasonable care in supervising Andy. The
events on the trail and the guides’ supervision of the hike will be the focus of the
trial, will consume most if not all of the litigation’s attention, and the
overwhelming majority of the evidence will be directed to that question.
Id. at 585; see also Moncrief Oil, 414 S.W.3d at 156–57 (applying Moki Mac “framework” in
determining whether “substantial connection” existed between defendant’s alleged forum
contacts and operative facts of litigation); Proctor v. Buell, 293 S.W.3d 924, 932 (Tex. App.—
Dallas 2009, no pet.) (same).
As described above, Salinas asserted in its breach of written contract claim that Leonard
breached “non-compete and non-solicitation covenants” in the Agreement by “engaging in a
competing concrete foundation business and soliciting competing business from the Company’s
customers” during and after his employment with Salinas and “engaging in work for Salinas
Concrete’s largest customer after he, in 2013, had reaffirmed his commitment to comply with the
non-compete and non-solicitation covenants.” Although the record does not show that any of the
work allegedly engaged in by Leonard’s “competing business” was performed in Texas,11 we
cannot agree with Leonard’s position that “any alleged breach of the alleged employment
agreement does not arise from, and is not related to, activity conducted by Leonard within
Texas.” Rather, the “operative facts” of Salinas’s breach of written contract claim “concern
principally” the terms of the contract. See Kaye/Bassman Int’l Corp., 418 S.W.3d at 357
(“operative facts are those on which the trial will focus to prove the liability of the defendant
who is challenging jurisdiction”); Thomas C. Cook, Inc. v. Rowhanian, 774 S.W.2d 679, 685
11
The parties do not dispute that Leonard’s post-employment work for D.R. Horton was performed only at locations in Louisiana.
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(Tex. App.—El Paso 1989, writ denied) (terms of contract are “operative facts” in breach of
contract case); see also Moki Mac, 221 S.W.3d at 585. On this record, we conclude the operative
facts of Salinas’s claim for breach of written contract are substantially connected to Leonard’s
forum contacts described above.
b. Fair Play and Substantial Justice
Further, as described above, due process requires the exercise of personal jurisdiction to
comply with traditional notions of fair play and substantial justice. See Moncrief Oil, 414
S.W.3d at 150–51. In the trial court, Leonard’s entire argument respecting this requirement was
his assertion that the trial court’s exercise of jurisdiction over him “would offend traditional
notions of fair play and substantial justice and would violate defendant’s due process rights.”
Additionally, on appeal, Leonard contends as follows:
Appellee has conducted operations in Louisiana for years, availing itself of the
rights and privileges afforded by the laws of that state, and Appellee’s allegations
arise out of activity that occurred (or did not occur) in that state. Further, the
majority of potential witnesses, including the D.R. Horton contacts, and other
Louisiana builders allegedly solicited by Leonard, are in Louisiana. Most
importantly, Leonard is a Louisiana resident, employed in Louisiana, and
subjecting him to the time and expense of missing work and traveling to and from
Texas for discovery and trial preparation and would be unduly burdensome.
In addition to its assertions in the trial court described above, Salinas argues on appeal (1)
“Texas has a significant interest in providing a convenient forum in which its residents may seek
redress for wrongs committed by nonresidents, especially where the parties have agreed that
Texas law will govern the dispute, as they have here”; (2) any travel burden to Leonard is
“marginal”; and (3) “[t]here are likely to be at least as many witnesses who reside in Texas as
there are witnesses who reside in Louisiana.”
Even assuming without deciding that Leonard’s arguments asserted for the first time on
appeal are to be considered by this Court, we cannot conclude Leonard has satisfied his burden
to present “a compelling case that the presence of some consideration would render jurisdiction
–16–
unreasonable.” Shelter Mut. Ins. Co., 366 S.W.3d at 864; see also Retamco, 278 S.W.3d at 341
(describing five factors to be considered in evaluating compliance with notions of fair play and
substantial justice). “In multi-state disputes, someone will always be inconvenienced, and this
argument is frequently rejected as a basis for denying personal jurisdiction.” Tabasso v.
BearCom Grp., 407 S.W.3d 822, 828 (Tex. App.—Dallas 2013, no pet.); see also Moncrief Oil,
414 S.W.3d at 155 (“Distance alone cannot ordinarily defeat jurisdiction.”). Further, (1) the
Supreme Court has “recognized state interests in protecting . . . contracts,” Moncrief Oil, 414
S.W.3d at 152, and (2) the Agreement in this case contained a Texas choice of law provision, is
“enforceable in Dallas County, Texas,” and provides for performance in Texas. On this record,
we conclude the exercise of personal jurisdiction over Leonard as to Salinas’s claim for breach
of written contract does not offend traditional notions of fair play and substantial justice.
2. Salinas’s Other Claims
Salinas’s remaining five claims are as follows: (1) “Breach of Fiduciary Duties:
Operation of Competing Business While Employed By Plaintiff,” (2) “Breach of Fiduciary Duty:
Post-Employment Use of Plaintiff’s Confidential Information,” (3) “Breach of Oral Contract,”
(4) “Quantum Meruit,” and (5) “Tortious Interference With Existing Business Relationship.”
According to Leonard, (1) even if it were true that he violated fiduciary duties owed to Salinas
by operating a competing business while employed by Salinas, “that conduct would have
occurred in Louisiana, not Texas” and “[Salinas] has presented no evidence . . . that [Leonard’s]
breach of fiduciary duty is related to any activity in Texas”; (2) “[Salinas] has not alleged, and
has offered no evidence, that Leonard solicited any customers in Texas or used Salinas’s trade
secrets to perform concrete work in Texas” and therefore “Leonard’s alleged liability for post-
employment use of confidential information does not arise from and is not related to activity
conducted by Leonard within Texas”; (3) even if Salinas could prove the alleged oral contract
–17–
exists, “it would be a Louisiana contract, negotiated and formed in Louisiana, and any breach
would involve actions that occurred (or didn’t occur) in Louisiana, not Texas”; and (4) the
operative facts of Salinas’s quantum meruit and tortious interference claims “occurred (if they
occurred at all) in Louisiana, not Texas.” Also, Leonard contends in his reply brief in this Court
that “any argument that the plaintiff’s claims would not have arisen ‘but for’ Leonard’s calling
Osiel Salinas in 2007 and his signing of the alleged employment agreement, is foreclosed, and
Texas law is clear that these contacts alone are clearly insufficient to support a finding of specific
jurisdiction.”
Salinas argues in part (1) the operative facts of all of its claims “arise directly out of
Leonard’s choice to reach out to Salinas Concrete to seek an employment relationship” and “are
substantially connected to Leonard’s purposeful solicitation of employment from the Texas
company”; (2) “[p]ursuant to the parties’ course of dealing and the contract he signed,
[Leonard’s] duties were required to be performed in Texas”; (3) Leonard “had regular substantial
contacts with Texas throughout his employment”; (4) “[t]he underlying claim that Leonard
wrongfully used confidential information and trade secrets is substantially connected to the fact
that he received that information from Salinas Concrete’s Texas office pursuant to the contract
he signed, and he used it with knowledge that doing so would harm Salinas Concrete in Texas”;
and (5) because “[p]art of the consideration for [the alleged oral agreement between the parties]
was for Salinas Concrete to contact a Texas company and to arrange a supply agreement
involving continuous and systematic economic activities for Leonard,” the operative facts of
Salinas’s claim for breach of oral contract “are substantially connected to Leonard’s contacts
with Texas.”
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The record does not show that any of the five claims in question is specifically based on
any provision of the Agreement.12 To the extent Salinas argues that obligations respecting the
“employment relationship” between the parties arose from the Agreement, and that contacts
pertaining to the Agreement are thus substantially connected to the five claims in question, the
Texas Supreme Court has rejected this type of “’but-for’ relatedness” as a causative threshold for
specific jurisdiction. Moki Mac, 221 S.W.3d at 580-85.
Further, even assuming without deciding that Leonard’s phone call to Salinas about
employment, subsequent employment, and contact with Texas residents for business purposes
during his employment established minimum contacts with Texas, our analysis leads us to
conclude the relationship between those alleged contacts and the operative facts of the five
claims in question is “too attenuated to satisfy specific jurisdiction’s due-process concerns.” Id.
at 588; see Proctor, 293 S.W.3d at 932. Specifically, the operative facts of Salinas’s claims for
breach of fiduciary duties and tortious interference with a business relationship “concern
principally” Leonard’s use of confidential information and trade secrets in his work solely in
Louisiana. See Moki Mac, 221 S.W.3d at 585; see also Moncrief Oil, 414 S.W.3d at 156–57;
Proctor, 293 S.W.3d at 932. In addition, there is no evidence in this record that any confidential
information or trade secrets were divulged or transmitted to Leonard in Texas. This is the
opposite of Moncrief Oil where the delivery of alleged trade secrets on a disk to defendant
Gazprom at a meeting in Houston was the jurisdictional connection to Texas that was
substantially related to the focus at trial of the proof of Gazprom’s liability for misappropriation
of trade secrets. See Moncrief Oil, 414 S.W.3d at 153–54. As to Salinas’s claims for breach of
oral contract and quantum meruit, Salinas asserts Osiel Salinas’s phone call from Louisiana to
12
During oral argument before this Court, counsel for Salinas stated that the claim for breach of a written contract is “separate” from the
other claims, including the claim for breach of fiduciary duty during employment.
–19–
Suncoast’s Houston office after Leonard’s employment ended was made at Leonard’s request
and resulted in favorable pricing for Leonard with Suncoast. However, the operative facts of
those claims “concern principally” Leonard’s alleged failure to pay Salinas a fixed fee for certain
jobs performed by Leonard in Louisiana and/or compensate Salinas for the “valuable service” it
provided by helping Leonard secure favorable pricing for supplies used to perform jobs in
Louisiana. See Moki Mac, 221 S.W.3d at 585; see also Moncrief Oil, 414 S.W.3d at 156–57;
Proctor, 293 S.W.3d at 932.
In support of its argument that the operative facts of the five claims in question are
“substantially connected” to contacts of Leonard with Texas, Salinas cites three cases that it
contends involved contacts “directly analogous” to the alleged contacts of Leonard. See
Tabasso, 407 S.W.3d at 822; Murray v. Epic Energy Res, Inc., 300 S.W.3d 461 (Tex. App.—
Beaumont 2009, no pet.); Billingsley Parts & Equip., Inc. v. Vose, 881 S.W.2d 165 (Tex. App.—
Houston [1st Dist.] 1994, writ denied). However, those cases are distinguishable.
Billingsley involved a lawsuit filed by a Texas corporation, Billingsley Parts and
Equipment (“Billingsley”), against a former sales representative, Jean Vose. See 881 S.W.2d at
167. Vose placed a phone call from Illinois to Billingsley’s Texas office to inquire about a
certain product sold by Billingsley. Id. Subsequently, Billingsley sent a sales manager from
Texas to Illinois to meet with Vose and show her their product. Id. At that meeting, the sales
manager and Vose discussed the possibility of Vose becoming an Illinois sales representative for
Billingsley. Id. Shortly thereafter, Billingsley mailed an employment contract to Vose in
Illinois. Id. Vose signed it and mailed it back to Texas, where it was signed by Billingsley’s
president. Id. The employment contract (1) contained a Texas choice-of-law provision, (2)
stated that all obligations of the parties “are performable” in Texas, and (3) prohibited Vose from
soliciting any of Billingsley’s customers for two years after leaving Billingsley. Id.
–20–
During her tenure with Billingsley, Vose placed orders by mail and by telephone calls to
Billingsley’s Texas office and was paid commissions by checks drawn on a Texas bank. Id. She
did not go to Texas or make any sales in Texas. Id. Less than a year after signing the
employment contract, Vose resigned and started her own business. Id. at 168. Billingsley sued
Vose in Texas. Id.
The trial court sustained Vose’s objection to personal jurisdiction and dismissed the
lawsuit. Id. On appeal, Billingsley argued (1) “Vose purposely sought to profit from a
transaction consummated in Texas”; (2) “by virtue of the contract, [Vose] had a substantial
economic relationship with Texas”; and (3) “Vose had fair warning that she might be subject to
suit in Texas because she initiated the contact with the Texas company.” Id. The court of
appeals reversed. Id. The court of appeals stated in part “Vose’s only contacts with Texas were
those related to the contract under litigation” and “[i]f Texas has jurisdiction over Vose, it is
under the concept of specific jurisdiction, because this cause of action arises from Vose’s
contract of employment with Billingsley.” Id. at 169. The court of appeals concluded Vose’s
contacts were sufficient to give Texas courts specific jurisdiction over her because (1) Vose
made the initial contact with the Texas company; (2) Vose signed and mailed a written contract
to Texas to be executed in Texas; (3) the contract provided that it was to be governed by Texas
law and was performable in Texas; and (4) Vose sent orders to Texas and received and cashed
checks drawn on a Texas bank. Id. at 169–70.
We note that Billingsley was decided more than a decade prior to the Texas Supreme
Court’s conclusion in Moki Mac that “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.” See Moki Mac, 221 S.W.3d at 585. Moreover, the
appellate court in Billingsley did not specifically describe the claims asserted. See Billingsley,
–21–
881 S.W.2d at 169. Thus, it is not clear that Billingsley involved any claims other than breach of
the written contract signed by Vose. Further, several of the contacts described by the court of
appeals in Billingsley as supporting jurisdiction pertained specifically to the written contract. By
contrast, Salinas’s claim for breach of a written contract is not one of the claims in question in
this part of our analysis. We cannot agree with Salinas that Billingsley is instructive as to
Salinas’s claims in question.
In Murray, a Texas employer, Epic Energy Resources, Inc. (“Epic”), sued a nonresident
former employee, Patrick Murray, asserting claims for breach of non-disclosure and non-
competition provisions in a written employment contract, misappropriation of trade secrets,
breach of fiduciary duty, and tortious interference with existing and prospective contracts. See
300 S.W.3d at 465–66. The written employment contract between Epic and Murray contained a
choice of law provision that stated, “[t]he parties acknowledge and agree that the law of Texas
will govern the validity, interpretation, and effect of this Agreement and dispute[s] relating to, or
arising out of, the employment relationship between [Epic] and [Murray].” Id. at 465.
Additionally, the contract contained a provision requiring that certain claims and controversies
arising out of or relating to the agreement “shall be settled by final and binding arbitration in
Montgomery County, Texas.” Id.
Following his termination, but prior to Epic filing suit, Murray demanded arbitration in
Texas pursuant to the arbitration provision in the employment contract. Id. After the lawsuit
was filed, Murray filed a special appearance. Id. at 466. Epic contended the trial court had
specific jurisdiction over Murray because Murray (1) negotiated the terms of his employment
with Epic’s representatives in Texas; (2) entered into an employment agreement with a Texas
resident; (3) agreed that Texas law governs the agreement; (4) traveled to Texas several times
during his seven months of employment with Epic; (5) regularly reported to and worked under
–22–
the direction of Epic employees in Epic’s Texas office; and (6) demanded arbitration in Texas.
Id.
The trial court denied Murray’s special appearance and abated the pending arbitration
proceedings between Murray and Epic. Id. at 468. Murray filed an interlocutory appeal, as well
as a petition for writ of mandamus respecting the arbitration proceeding. Id. The court of
appeals concluded Murray’s pre-suit demand for arbitration did not constitute an appearance in
the suit later filed by Epic, but Murray’s numerous contacts with Texas required affirmance of
the denial of Murray’s special appearance. Id. at 470.
The opinion in Murray illustrates contacts with Texas that are unlike those in the case
before us. See id. The court of appeals in Murray listed several contacts with Texas, including
Murray’s (1) entering into an employment agreement with a company located in Texas; (2)
agreeing to terms that provided that Texas law would govern “disputes arising from the
agreement” and that certain disputes pertaining to the agreement would be settled by arbitration
in Montgomery County, Texas; and (3) traveling to Texas on several occasions during his
employment to meet with clients or attend management meetings. Id.
In its analysis, the court of appeals (1) stated that the choice of law provision governing
“disputes arising from the agreement” was a “significant factor,” (2) considered the requirement
for arbitration significant in that it was mentioned twice (once as to the fact that the arbitration
provision would be governed by Texas law and again as to arbitration being required to take
place in Montgomery County, Texas), and (3) noted that one of the purposes of Murray’s several
trips to Texas was “to meet with clients.” Id. Of course, in the case before us, there is no
arbitration provision, the choice of law provision does not address “disputes arising from the
agreement,” and there is nothing in the record showing visits by Leonard to Texas “to meet with
clients.” Murray is instructive, but distinguishable.
–23–
Finally, Tabasso involved a lawsuit filed by a Texas employer, BearCom Group, Inc.
(“BearCom”), against a former employee, Michael Tabasso, a Pennsylvania resident. See 407
S.W.3d at 825. During his employment by BearCom, Tabasso was based out of Pennsylvania
and was in charge of a sales region that did not include Texas. Id. As part of his employment,
Tabasso sent and received shipments from Texas and visited Texas on several occasions for
training and other meetings. Id. At some point during his employment, despite having been
disciplined by BearCom for attempting to make sales outside his designated sales territory,
Tabasso contracted to provide rental equipment to Texas customers of BearCom. Id. BearCom
terminated Tabasso and filed suit against him in Texas. Id. at 826.
The claims pleaded by BearCom against Tabasso included breach of fiduciary duty,
misappropriation of trade secrets and confidential information, violations of the Texas Theft
Liability Act, conversion, tortious interference with contracts and business relations, and unfair
competition. Id. at 827. Specifically, BearCom pleaded in part that Tabasso (1) was involved in
all aspects of BearCom’s business; (2) had extensive contact with BearCom’s customers and
virtually unlimited access to BearCom’s confidential information; (3) frequently requested and
received phone and radio equipment from BearCom in Texas; (4) wrongfully appropriated and
converted some of that equipment along with BearCom’s confidential information; (5)
communicated with, contracted with, and sent product to a vendor service center in Texas; and
(6) provided rental shipments to customers in Texas. Id. Additionally, BearCom produced
evidence that included (1) email correspondence between Tabasso and Texas customers
contracting for services and (2) contracts between Tabasso and Texas customers. Id. at 828.
Tabasso filed a special appearance, which was denied by the trial court. Id. at 826. The
only evidence offered with that special appearance was an affidavit by Tabasso, which the trial
court found “not credible in light of the record.” Id. On appeal, this Court affirmed. Id. This
–24–
Court stated in part (1) “[b]ecause the crux of the underlying litigation involves Tabasso’s
contacts with BearCom and BearCom’s customers based in Texas, we conclude BearCom
pleaded sufficient facts to bring Tabasso within the Texas long-arm statute for [the claims
brought by BearCom]” and (2) it then became Tabasso’s obligation to negate jurisdiction, which
he did not do. Id. at 827–28.
Unlike the case before us, Tabasso involved claims based on the defendant improperly
providing services in Texas to customers located in Texas. We cannot agree with Salinas that
Tabasso is instructive as to the case before us.
On this record, we conclude the Texas contacts of Leonard alleged by Salinas are not
sufficiently related to the operative facts of Salinas’s five claims in question to sustain the
exercise of specific jurisdiction over Leonard as to those claims. See Moki Mac, 221 S.W.3d at
588. Therefore, we decide in favor of Leonard as to the portion of his issue challenging personal
jurisdiction respecting Salinas’s claims for (1) “Breach of Fiduciary Duties: Operation of
Competing Business While Employed By Plaintiff,” (2) “Breach of Fiduciary Duty: Post-
Employment Use of Plaintiff’s Confidential Information,” (3) “Breach of Oral Contract,” (4)
“Quantum Meruit,” and (5) “Tortious Interference With Existing Business Relationship.”
III. CONCLUSION
We conclude the trial court properly denied Leonard’s special appearance as to Salinas’s
claim for breach of a written contract, but erred by denying the special appearance as to Salinas’s
remaining claims. We decide Leonard’s issue partly in his favor and partly against him.13
We (1) affirm the trial court’s order as to Salinas’s claim for breach of a written contract;
(2) reverse the trial court’s order as to Salinas’s remaining claims and render judgment granting
13
In the “prayer” sections of their appellate briefs, both parties request that this Court grant them “reasonable attorney’s fees” incurred in
this appeal. Neither party provides argument, authority, or further briefing on appeal respecting those requests. We conclude the parties’
requests for appellate attorney’s fees incurred in this interlocutory appeal present nothing for this Court’s consideration. See TEX. R. APP. P.
38.1(i).
–25–
Leonard’s plea to the jurisdiction as to those claims and dismissing them for want of jurisdiction;
and (3) remand this case to the trial court for further proceedings consistent with this opinion.
141584F.P05
/ Douglas S. Lang/
DOUGLAS S. LANG
JUSTICE
–26–
Court of Appeals
Fifth District of Texas at Dallas
JUDGMENT
ADAM C. LEONARD, Appellant On Appeal from the 14th Judicial District
Court, Dallas County, Texas
No. 05-14-01584-CV V. Trial Court Cause No. DC-14-04971.
Opinion delivered by Justice Lang, Justices
SALINAS CONCRETE, LP, Appellee Bridges and Evans participating.
In accordance with this Court’s opinion of this date, the trial court’s order is
AFFIRMED in part and REVERSED in part. We (1) AFFIRM the trial court’s order as to
appellee Salinas Concrete, LP’s claim for breach of a written contract; (2) REVERSE the trial
court’s order as to appellee Salinas Concrete, LP’s remaining claims and RENDER judgment
granting appellant Adam C. Leonard’s plea to the jurisdiction as to those remaining claims and
DISMISSING those claims for want of jurisdiction; and (3) REMAND this case to the trial
court for further proceedings consistent with this Court’s opinion.
It is ORDERED that each party bear its own costs of this appeal.
Judgment entered this 21st day of July, 2015.
–27–