Derm Growth Partners I, LLC v. Robert P. Selkin, M.D. ( 2023 )

AFFIRM and Opinion Filed August 9, 2023
In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-21-00956-CV
DERM GROWTH PARTNERS I, LLC, Appellant
V.
ROBERT P. SELKIN, M.D., AND NICOLE REED MEDICAL, PLLC,
Appellees
On Appeal from the 134th Judicial District Court
Dallas County, Texas
Trial Court Cause No. DC-20-11616
MEMORANDUM OPINION
Before Justices Pedersen, III, Garcia, and Breedlove
Opinion by Justice Pedersen, III
In this accelerated appeal, Derm Growth Partners I, LLC complains of the trial
court’s interlocutory order overruling its special appearance.1 We affirm the trial
court’s order.
1
Derm Growth Partners I, LLC (Derm Growth I) brings this appeal pursuant to Texas Rule of Appellate
Procedure 28.1(a) and section 51.014(a)(7) of the Texas Civil Practice and Remedies Code. See TEX. R.
APP. P. 28.1(a); TEX. CIV. PRAC. & REM. CODE ANN. § 51.014(a)(7).
BACKGROUND
Appellee Robert Selkin sold assets of his medical practice—appellee Nicole
Reed Medical, PLLC—to Oliver Street Dermatology Management LLC (OSDM).
Pursuant to an “asset purchase agreement,” OSDM would pay Selkin $13,667,000
for the practice’s assets and property. Geoffrey Wayne signed the agreement as
“chief executive officer” of “Oliver Street Dermatology Management LLC.” The
asset agreement provided Selkin would execute a “subscription agreement.” The
subscription agreement provided Selkin would exchange his personal goodwill
associated with the practice to Derm Growth I for Derm Growth I “Series A Units.”
“Schedule 1” to the subscription agreement provided 1.2 million “securities” would
be issued at closing. It specified a “capital contribution”—presumably Selkin’s—of
$1.2 million. Christopher Ritchie signed the subscription agreement as “Secretary”
for “Derm Growth Partners I, LLC.”
Appellees subsequently sued Derm Growth I and others.2 Their second
amended petition alleged (1) common-law fraud, fraudulent inducement, and fraud
by omission and (2) negligent misrepresentation. On appeal, appellees summarize
their claims: “Appellees’ claims center on misrepresentations Wayne made about
2
Appellees also sued Derm Growth II, LLC; Derm Growth Partners III, LLC; Oliver Street Dermatology
Holdings, LLC; Oliver Street Dermatology Management, LLC; Oliver Street 5.01(a), Inc.; Wayne; and J.
Scott Wells.
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Derm Growth I’s financial condition, risk profile, and the current and projected value
of its equity during Texas negotiations.” Appellees also seek declaratory relief that
a non-compete provision in the asset purchase agreement and that a non-solicitation
provision in another agreement are unenforceable.
Derm Growth I and several codefendants filed a special appearance.3 Derm
Growth I argued (1) the trial court lacked general jurisdiction, (2) the trial court
lacked specific jurisdiction, (3) the trial court’s exercising jurisdiction would offend
traditional notions of fair play and substantial justice, and (4) appellees did not carry
their burden to demonstrate Derm Growth I controlled other business entities,
thereby subjecting it to in personam jurisdiction. The trial court signed an order
overruling Derm Growth I’s special appearance.4 The record contains a transcript of
the hearing on special appearance but not findings of fact.
Derm Growth I filed a notice of accelerated appeal of the order denying its
special appearance and motion to dismiss for lack of personal jurisdiction.
PERSONAL JURISDICTION: APPLICABLE LAW,
PROCEDURE, AND STANDARDS OF REVIEW
Texas courts may exercise personal jurisdiction over a nonresident defendant
if (1) the Texas long-arm statute permits exercising jurisdiction and (2) asserting
3
Also specially appearing were Derm Growth Partners II, LLC; Derm Growth Partners III, LLC; and Oliver
Street Holdings LLC.
4
The trial court sustained special appearances of all other specially appearing defendants.
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jurisdiction satisfies constitutional due process guarantees. See Cornerstone
Healthcare Grp. Holding, Inc. v. Nautic Mgmt. VI, L.P., 493 S.W.3d 65, 70 (Tex.
2016). The Texas long-arm statute reaches “as far as the federal constitutional
requirements of due process will allow.” Am. Type Culture Collection, Inc. v.
Coleman, 83 S.W.3d 801, 806 (Tex. 2002). Personal jurisdiction over a nonresident
defendant satisfies constitutional due process guarantees when (1) the nonresident
defendant has established minimum contacts with the forum state and (2) exercising
jurisdiction comports with traditional notions of fair play and substantial justice. See
M & F Worldwide Corp. v. Pepsi-Cola Metro. Bottling Co., 512 S.W.3d 878, 885
(Tex. 2017) (citing Walden v. Fiore, 571 U.S. 277, 283 (2014)). Minimum contacts
are established when the nonresident defendant purposefully avails itself of the
privilege of conducting activities within the forum state, thus invoking its laws,
benefits, and protections. See Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653,
657-58 (Tex. 2010).
A nonresident defendant's contacts with the forum state can give rise to
general or specific jurisdiction. Luciano v. SprayFoamPolymers.com, LLC, 625
S.W.3d 1, 8 (Tex. 2021); Chen v. Razberi Techs., Inc., No. 05-19-001551-CV, 2022
WL 16757346, at *2 (Tex. App.—Dallas Nov. 8, 2022, pet. filed) (mem. op.).
General jurisdiction is established when the defendant has continuous and systematic
contacts with the forum, rendering it essentially “at home” in the forum state,
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regardless of whether the defendant's alleged liability arises from those contacts. See
TV Azteca v. Ruiz, 490 S.W.3d 29, 37 (Tex. 2016); Chen, 2922 WL 16757346, at *2.
Moreover, a nonresident defendant's forum-state contacts may give rise to
specific jurisdiction. See Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569,
575 (Tex. 2007). Specific jurisdiction is established if a defendant purposefully
avails itself of the privilege of conducting activities within Texas and its alleged
liability arises out of or relates to its contacts with the forum state. See id. at 576.
The supreme court has explained shifting burdens of proof in a special
appearance. First, “the plaintiff bears the initial burden to plead sufficient allegations
to bring the nonresident defendant within the reach of Texas’s long-arm statute.” See
Kelly, 301 S.W.3d at 658. The defendant then “bears the burden to negate all bases
of personal jurisdiction alleged by the plaintiff.” Id. The defendant’s burden to
negate jurisdiction is tied to the allegations in the plaintiff’s petition. See id.
If the defendant presents evidence that disproves the plaintiff’s jurisdictional
allegations, then the plaintiff should present evidence in support of the petition’s
allegations. See id.
A defendant can negate jurisdiction on either a factual or legal basis. See id.
at 659. Factually, the defendant can present evidence that it has no contacts with
Texas, effectively disproving the plaintiff’s allegations. See id. A defendant who
fails to negate jurisdiction on a factual basis may attempt to negate it on a legal basis.
See id. A defendant negates jurisdiction on a legal basis by showing that, even if
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plaintiff’s alleged facts are true, the evidence is legally insufficient to establish
jurisdiction; the defendant’s contacts with Texas fall short of purposeful availment;
for specific jurisdiction, the claims do not arise from the contacts; or traditional
notions of fair play and substantial justice are offended by the exercise of
jurisdiction. See id.; Colmen LLC v. Santander Consumer USA, Inc., No. 05-17-
00101-CV, 2017 WL 5022700, at *4 (Tex. App.—Dallas Nov. 3, 2017, no pet.)
(mem. op.).
Rule 120a of the Texas Rules of Civil Procedure requires that a special
appearance be determined on the pleadings, any stipulations by the parties, affidavits
and attachments filed by the parties, results of discovery, and any oral testimony.
See TEX. R. CIV. P. 120a(3); Kelly, 301 S.W.3d at 658 n.4 (while pleadings frame
the jurisdictional dispute, they are not dispositive, and the court must consider
additional evidence cited in Rule 120a(3), though this additional evidence merely
supports or undermines allegations in the pleadings).
Whether a trial court has personal jurisdiction over a nonresident defendant is
a question of law we review de novo. Old Republic Nat’l Title Ins. Co. v. Bell, 549
S.W.3d 550, 558 (Tex. 2018). If, as in this case, the trial court does not issue findings
of fact and conclusions of law, the fact findings necessary to support the ruling and
supported by the evidence are implied. See Kelly, 301 S.W.3d at 657; BMC Software
Belg., N.V. v. Marchand, 83 S.W.3d 789, 795 (Tex. 2002). Implied findings are not
conclusive and may be challenged on appeal for legal and factual sufficiency. See
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Lensing v. Card, 417 S.W.3d 152, 155 (Tex. App.—Dallas 2013, no pet.). If the
parties present conflicting evidence that raises a fact issue, we will resolve the
dispute by upholding the trial court’s determination. See TV Azteca, 490 S.W.3d at
36 n.4. When jurisdictional facts are undisputed, whether those facts establish
jurisdiction is a question of law. See Old Republic Nat’l Title Ins. Co., 549 S.W.3d
at 558.
ISSUES ON APPEAL
Derm Growth I brings two issues on appeal, disputing it is generally present
in Texas and denying it is subject to specific jurisdiction. Appellees allege the trial
court has general and specific jurisdiction over Derm Growth I.
DERM GROWTH I’s SPECIAL APPEARANCE
A court may assert general jurisdiction, described above, over a foreign
corporation only if its affiliations with the state are so continuous and systematic as
to render the corporation essentially “at home” in the forum state. See Goodyear
Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 923 (2011). There are two
paradigmatic bases for general jurisdiction over a corporation: its state of
incorporation and the state of its principal place of business. See Daimler AG v.
Bauman, 571 U.S. 117, 137 (2014).5 The Daimler Court did not define the term
5
Limited liability companies are treated the same as corporations for general-jurisdiction purposes. See
Forever Living Prods. Int’l, LLC v. AV Europe GmbH, 638 S.W.3d 719, 724 (Tex. App.—Dallas 2021, no
pet.); Careington Int’l Corp. v. First Call Telemedicine, LLC, No. 05-20-00841-CV, 2021 WL 1731753, at
*5 (Tex. App.—Dallas May 3, 2021, no pet.) (mem. op.).
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“principal place of business,” but only a few years before Daimler the Court held
that the phrase “principal place of business” means the place where a corporation's
officers direct, control, and coordinate the corporation's activities. See Hertz Corp.
v. Friend, 559 U.S. 77, 92-93 (2010) (construing the federal diversity-jurisdiction
statute). Courts often refer to this as the company's “nerve center,” and in practice it
should normally be the place of the company's headquarters—if that is the
company's actual center of direction, control, and coordination. Hertz Corp., 559
U.S. at 93. Although Hertz was not a personal-jurisdiction case, this Court expressly
adopted its definition of “principal place of business” in personal-jurisdiction cases.
See Forever Living Prods. Int’l, LLC v. AV Europe GmbH, 638 S.W.3d 719, 724
(Tex. App.—Dallas 2021, no pet.) (citing judicial opinions and concluding, “We
agree with those courts that the Hertz nerve-center test applies in the general-
jurisdiction context.”).
Appellees’ Jurisdictional Allegations
Appellees’ live petition alleges: (1) “Derm Growth Partners I, LLC (“DGI”)
is a limited liability company formed under Delaware law”; (2) Derm Growth I is
subject “to general jurisdiction here”; (3) Derm Growth I “has its principal place of
business . . . in Dallas” and “has maintained substantial contacts with the State since
formation”; (4) Derm Growth I “maintains its principal place of business and true
headquarters in Dallas, Texas”; (5) “Though [Derm Growth I] claim[s] in formation
records to have a Boston principal place of business, this ‘office’ is actually nothing
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more than a seldom used, if at all, board room in the offices of its private equity
partner, Abry Partners”; (6) “[Derm Growth I’s] business decisions are made” in
Dallas offices; (7) Derm Growth is “at home” in Texas and subject to general
jurisdiction in Texas; (8) Geoff Wayne was chief executive officer and a director of
Derm Growth I at the time of the alleged actions; (9) Wayne resides in Dallas; (10)
Wayne also was chief executive officer of OSDM; and (11) OSDM had its principal
place of business in Dallas.
This Court has held a plaintiff sufficiently alleged general jurisdiction because
(1) the petition alleged defendant’s principal office was in Dallas County and (2) the
allegation that defendant was “‘operating in Dallas County’ is broad enough to
encompass the premise that [defendant’s] nerve center is in Texas.” Forever Living
Prods. Int’l, LLC, 638 S.W.3d at 724.
Here, the trial court implicitly found appellees sufficiently alleged Derm
Growth I’s principal place of business was in Texas when appellees filed suit. See
Daimler AG, 571 U.S. at 137. Given Texas’s liberal notice-pleading standards, we
agree appellees’ petition sufficiently alleged Derm Growth I is subject to general
jurisdiction in Texas. See Forever Living Prods. Int’l, LLC, 638 S.W.3d at 724
(concluding, in light of Texas’s liberal notice-pleading standards, the petition
sufficed to allege defendant was subject to general jurisdiction in Texas).
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Consequently, the burden shifted to Derm Growth I to negate appellees’
allegations of general jurisdiction. See Kelly, 301 S.W.3d at 658; Forever Living
Prods. Int’l, LLC, 638 S.W.3d at 724-25.
Derm Growth I’s Attempt To Negate
Appellees’ Jurisdictional Allegations
Derm Growth I argues its company formation document states its “principal
office” is located at a specific Boston address. Derm Growth I’s original limited
liability company agreement identified the address of its “principal office” as “111
Huntington Avenue, 29th Floor, Boston, Massachusetts 02199, or at such other place
as the Member may determine from time to time.” Derm Growth I’s subsequent
amended and restated limited liability company agreement provides, however:
The principal place of business of the Company will be at such place as
the Board may determine from time to time. The company may locate
its place or places of business (including its principal place of business)
and registered office at any other place or places as the Board may from
time to time deem necessary or advisable.
The amended agreement, unlike the original agreement, addresses Derm Growth I’s
“principal place of business.” Derm Growth I failed to introduce evidence that its
board acted pursuant to the amended agreement to locate its principal place of
business at 111 Huntington Avenue, 29th Floor, Boston, Massachusetts 02199 or at
any other address. The trial judge impliedly resolved Derm Growth I’s conflicting
and inconclusive evidence and found the documents were insufficient to negate
appellees’ jurisdictional allegations. See Boston Med. Grp., 2007 WL 2447360, at
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*8 (the trial court in a special appearance is the sole judge of credibility and resolves
all conflicts in the special appearance evidence).
Derm Growth I argues two sentences of Wayne’s deposition testimony
negates appellees’ jurisdictional allegation. Derm Growth I argues, “When asked
about this ‘Dallas Home Office,’ Wayne testified he ‘truly never thought about [the
Dallas addresses] as offices of Derm Growth I, nor would anybody’ because ‘[i]t
was the offices of the management company, OSDM.” Wayne’s other deposition
testimony indicates he did not positively testify the Dallas offices to which he
referred were not, in fact, Derm Growth I’s principal place of business. Rather, he
testified to what he “truly never thought.” Nor did he positively testify that Derm
Growth I’s principal place of business was located at 111 Huntington Avenue, 29th
Floor, Boston, Massachusetts 02199. Wayne testified he believed 111 Huntington
Avenue, 29th Floor, Boston, Massachusetts 02199 was the address of Abry
Partners.6 He testified he was not aware of any offices for Derm Growth entities
other than those of OSDM. The trial judge was the sole judge of the credibility of
Wayne’s testimony. See Boston Med. Grp., 2007 WL 2447360, at *8. The trial judge
impliedly found Wayne’s testimony was insufficient to demonstrate Derm Growth
I’s principal place of business was located at 111 Huntington Avenue, 29th Floor,
6
As noted, appellees alleged Abry Partners was Derm Growth I’s “equity partner.”
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Boston, Massachusetts 02199 or to otherwise negate appellees’ jurisdictional
allegations that Derm Growth I’s principal place of business was Dallas.
Derm Growth I argues the supplemental declaration of Paul Singh states its
officers “have worked in Boston.” Notably, Singh declares he is chief executive
officer of OSDM and chief executive officer, president, and secretary of Oliver
Street Dermatology Holdings LLC. He does not purport to be an officer, director, or
employee of Derm Growth I. The trial judge presumably was aware that the principal
place of business “should normally be the place where the corporation maintains its
headquarters—provided that the headquarters is the actual center of direction,
control, and coordination, i.e., the ‘nerve center,’ and not simply an office where the
corporation holds its board meetings . . . .” Hertz Corp., 559 U.S. at 92-93. A
corporation’s “nerve center,” usually its main headquarters, is “a single place.” Id.
at 93. The trial judge implicitly found Singh’s general declaration that officers
“worked in Boston” was insufficient to raise a reasonable inference they did so at an
“actual center of direction, control, and coordination” in “a single place” where the
company “maintains its headquarters.” See Hertz, 559 U.S. at 92-93. The trial judge
presumably noted Singh was unaffiliated with Derm Growth I. He presumably noted
Derm Growth I failed to submit a declaration by a Derm Growth I officer that its
principal place of business was located at 111 Huntington Avenue, 29th Floor,
Boston, Massachusetts 02199, as Derm Growth I maintains, or that he or she
directed, controlled, and coordinated the company from that “single place.” See id.–12–
The trial judge impliedly found the general declaration of “worked in Boston” was
insufficient to negate appellees’ jurisdictional allegations. See Boston Med. Grp.,
2007 WL 2447360, at *8.
Derm Growth I briefly argues its directors and managers—including three in
Texas—“have been located” in four states and have not constituted a majority of
Derm Growth’s board. It fails to cite legal authority or to offer argument
demonstrating its single-sentence assertion negates appellees’ jurisdictional
allegations. The trial judge implicitly found this evidence insufficient to support
Derm Growth I’s argument that its principal place of business is located at 111
Huntington Avenue, 29th Floor, Boston, Massachusetts 02199 or to otherwise
negate appellees’ jurisdictional allegations. See Boston Med. Grp., 2007 WL
2447360, at *8.
We conclude Derm Growth I failed to factually or legally negate appellee’s
jurisdictional allegations that its principal place of business is in Texas.
Because Derm Growth I failed to negate appellees’ jurisdictional allegations,
the burden did not shift to appellees to introduce evidence. See Kelly, 301 S.W.3d at
576.
Moreover, because we have held Derm Growth I failed to negate jurisdictional
allegations concerning its principal place of business, this is not an “exceptional
case” in which a corporation’s operations in a forum other than its formal place of
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incorporation or principal place of business may be so substantial and of such nature
as to render the corporation at home in that state. See Daimler, 571 U.S. 139 n.19.
Fair Play And Substantial Justice
Derm Growth I argues exercising jurisdiction “would offend traditional
notions of fair play and substantial justice and would be inconsistent with
constitutional requirements of due process.” When applying this test we consider the
burden on the nonresident defendant, the forum state's interest in adjudicating the
dispute, the plaintiff's interest in obtaining convenient and effective relief, the
interstate judicial system's interest in obtaining the most efficient resolution of
controversies, and the shared interest of several states in furthering substantive social
policies. See Moncrief Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142, 156 (Tex.
2013); Peter v. Stern, No. 05-20-00021-CV, 2020 WL 4783192 at *6 (Tex. App.—
Dallas Aug. 18, 2020, pet. denied) (mem. op). Derm Growth I bore the burden to
present “a compelling case that the circumstances make exercise of jurisdiction over
it unreasonable.” Forever Living Prods. Int’l, LLC, 638 S.W.3d at 728.
We reject Derm Growth I’s assertion that “appellees cannot justify keeping
Derm Growth in this suit.” As noted, appellees do not bear the burden on the issue
of reasonableness. The burden is on Derm Growth I to present a compelling case of
unreasonableness.
Derm Growth I asserts exercising jurisdiction presents a burden because Derm
Growth I officers reside in Boston. Derm Growth bases its argument solely on the
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distance between Dallas and Boston. Distance alone cannot ordinarily defeat
jurisdiction. See Moncrief Oil Int’l, Inc., 414 S.W.3d at 155; Anchora Ins. Servs.,
LLC v. Tex. Green Star Holdings, LLC, No. 05-22-00833-CV, 2023 WL 4446296,
at *6 (Tex. App.—Dallas July 11, 2023, no pet. h.) (mem. op.) (“Anchora does not
identify any burden peculiar to this case, or its circumstances, that speaks to any
compelling hardship beyond the distance between Georgia and Texas.”).
Derm Growth I argues appellees “have no legitimate interest in keeping Derm
Growth in the lawsuit.” It argues appellees assert the same claims against it and
against defendants remaining in the lawsuit. It asserts there is “no reason to believe”
that a remaining defendant cannot satisfy any hypothetical judgment. The assertions
do not fall within concerns we consider here. See Moncrief Oil Int’l Inc., 414 S.W.3d
at 155 (identifying five factors); Peter, 2020 WL 4783192 at *6 (same). Derm
Growth I does not cite legal authority in making its assertion. Moreover, we
conclude Derm Growth I’s argument that the same claims are alleged against it and
against other defendants in the trial court below weighs against Derm Growth I on
the factors of (1) the plaintiff's interest in obtaining convenient and effective relief
and (2) the interstate judicial system's interest in obtaining the most efficient
resolution of controversies. See Moncrief Oil Int’l Inc., 414 S.W.3d at155 (listing
factors); Peter, 2020 WL 4783192 at *6 (same).
Derm Growth I asserts Texas’s interests in adjudicating claims against it is
“de minimis.” Derm Growth I argues it did not purposefully avail itself of the
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benefits of conducting business in Texas. Rather, it argues, the parties purposefully
avoided Texas by bargaining for New York governing law and venue in the
subscription agreement. It argues Texas has little interest in adjudicating disputes
that the parties agreed to litigate in a different forum. The argument addresses the
intent of the parties rather than the interests of Texas in adjudicating this dispute.
See Moncrief Oil Int’l Inc., 414 S.W.3d at 155 (stating we are to consider the forum
state's interest in adjudicating the dispute); Peter, 2020 WL 4783192, at *6 (same).
Moreover, appellees allege Selkin is an individual who resides in Plano, Texas, and
Nicole Reed Medical, PLLC is a Texas professional limited liability company. Texas
has an interest in exercising judicial jurisdiction over those who are alleged to have
committed torts within its territory. See Nusret Dallas LLC v. Regan, No. 05-21-
00739-CV, 2023 WL 4144748, at *10 (Tex. App.—Dallas June 23, 2023, no pet. h.)
(mem. op.); Russell v. A.E. Mktg., L.L.C., No. 05-00-01583-CV, 2001 WL 722509,
at *6 (Tex. App.—Dallas June 28, 2001, no pet.) (mem. op.) (recognizing “Texas’
interest in ensuring that its citizens are protected from tortious acts by others.”).
The trial court implicitly made findings and concluded Derm Growth I failed
to carry its burden to present “a compelling case that the circumstances make
exercise of jurisdiction over it unreasonable.” Forever Living Prods. Int’l, LLC, 638
S.W.3d at 728. The record supports that conclusion.
...
We overrule Derm Growth I’s first issue concerning general jurisdiction.
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Due to our disposition of Derm Growth I’s first issue, we need not and do not
address its second issue concerning specific jurisdiction and arguments offered in
support thereof, including jurisdictional fusing; provisions of the subscription
agreement addressing governing law, venue, and notice; and agency.
CONCLUSION
We affirm the trial court’s order overruling Derm Growth I’s special
appearance. We remand the case to the trial court for further proceedings consistent
with this opinion.
/Bill Pedersen, III/
210956f.p05 BILL PEDERSEN, III
JUSTICE
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Court of Appeals
Fifth District of Texas at Dallas
JUDGMENT
DERM GROWTH PARTNERS I, On Appeal from the 134th Judicial
LLC, Appellant District Court, Dallas County, Texas
Trial Court Cause No. DC-20-11616.
No. 05-21-00956-CV V. Opinion delivered by Justice
Pedersen, III. Justices Garcia and
ROBERT P. SELKIN, M.D. and Breedlove participating.
NICOLE REED MEDICAL, PLLC,
Appellees
In accordance with this Court’s opinion of this date, the order of the trial court
is AFFIRMED.
It is ORDERED that appellees ROBERT P. SELKIN, M.D. and NICOLE
REED MEDICAL, PLLC, recover their costs of this appeal from appellant DERM
GROWTH PARTNERS I, LLC.
Judgment entered this 9th day of August, 2023.
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