Rajesh Mandalapu and Sravek Technologies, LLC v. Vasu Technologies, LLC and Brian Boehmer ( 2023 )

In the
Court of Appeals
Second Appellate District of Texas
at Fort Worth
___________________________
No. 02-23-00242-CV
___________________________
RAJESH MANDALAPU AND SRAVEK TECHNOLOGIES, LLC, Appellants
V.
VASU TECHNOLOGIES, LLC AND BRIAN BOEHMER, Appellees
On Appeal from the 153rd District Court
Tarrant County, Texas
Trial Court No. 153-337301-22
Before Birdwell, Womack, and Wallach, JJ.
Memorandum Opinion by Justice Womack
MEMORANDUM OPINION
I. INTRODUCTION
In this interlocutory appeal, Appellants Rajesh Mandalapu and Sravik1
Technologies, LLC (Sravik) raise two issues challenging the denial of their special
appearance in which they contend that a Texas court did not have specific jurisdiction
to adjudicate claims brought against them by Appellees Vasu Technologies, LLC
(Vasu) and Brian Boehmer. See Tex. Civ. Prac. & Rem. Code Ann. § 51.014(a)(7)
(interlocutory appeal); Tex. R. Civ. P. 120a (special appearance). Because we conclude
that the trial court erred by denying the special appearance, we will reverse and render.
II. BACKGROUND
This case involves multiple parties and non-parties who provided IT services
for “an end-client user,” which in this case was the Defense Logistics Agency (DLA).
DLA is an agency within the Department of Defense that does logistical handling of
everything from military hardware to food for American troops stationed around the
world. Pertinent here, DLA contracted with Alamo City Engineering Services
(ACES) to “put a new system in to manage [DLA’s] warehousing and also to manage
the transportation logistics.” Resolute Solutions, LLC (Resolute)—an IT staffing
While Appellants’ notice of appeal spelled the name “Sravek,” other record
1
references, including Appellants’ answer, indicate that the name is spelled “Sravik.”
Indeed, Appellants’ counsel spelled the name “Sravik” at the hearing on the special
appearance, and Appellees’ counsel also spelled the name “Sravik” at a deposition.
On appeal, all briefs spell it “Sravik.” Therefore, we will use the spelling “Sravik.”
2
company whose business involved recruiting and contracting with various IT
consultants—provided services to DLA, the “end-client user.”2 Resolute had
contracts with Sravik and an entity named either Red Commerce, Inc. (Red
Commerce) or RED Global, who in turn contracted with Vasu or Boehmer.3
Mandalapu—who owns Sravik—was a supervisor of Boehmer.
In September 2022, Appellees Vasu and Boehmer sued Appellants Mandalapu
and Sravik alleging a single cause of action for “tortious interference with existing
contract.” As alleged in the pleadings, before the expiration of the contract with Red
Commerce, Boehmer was informed that the contract had been terminated.
According to Appellees,
[Appellants] willfully and intentionally interfered with the contract by
communicating to third-parties unsupported reasons for termination
including baseless allegations regarding [Appellee’s] performance. No
performance issues (or any other issues) had ever been communicated to
[Appellees] regarding performance issues under the contract.
[Appellants’] tortious interference proximately caused the contract to be
terminated, with [Appellee] Boehmer ultimately losing his employment.
2
Other portions of the record state that ACES was Resolute’s “customer” and
that DLA was Resolute’s “end customer.”
3
Boehmer was employed by Vasu and did computer software consulting and
programming for it. Appellees’ pleadings state that Vasu had a contract with Red
Commerce whereby Boehmer would provide IT services to Red Commerce. A copy
of that contract was attached to Appellees’ pleadings. At the special appearance
hearing, however, Boehmer testified and his attorney stated that the contract was with
RED Global. The record is not clear about how Red Commerce and RED Global are
related, if at all.
3
Appellants answered the suit and filed a special appearance challenging
personal jurisdiction, contending that neither Appellant “does business in Texas,
maintains offices in Texas[,] nor has sufficient minimum contacts with Texas to
confer jurisdiction on Texas [c]ourts.” The special appearance included Mandalapu’s
affidavit, wherein he stated the following:
• He was a resident of St. Louis, Missouri.
• Sravik was a Missouri limited liability company with its principal place of
business in St. Louis, Missouri.
• Neither he nor Sravik did business in Texas or maintained offices in
Texas.
• Sravik contracted with Resolute, a Wyoming limited liability company
headquartered in Sheridan, Wyoming, for the provision of IT services.
• Neither he nor Sravik had any contractual relationships with any persons
or business entities in Texas, and specifically, neither had a contractual
relationship with Appellees.
• As part of his employment with Sravik, as a contractor for Resolute, he
supervised eighteen people and/or businesses across the country and, at
the time of the loss Appellees complain of in their petition, he was
supervising twelve such people and/or businesses.
• His supervisory activities took place from his business location in St.
Louis, Missouri.
• Sravik did not “conduct business” in Texas.
• Sravik was contractually required by Resolute to oversee the work of
myriad IT businesses and personnel throughout the United States.
4
• Sravik provided services to Resolute but not to Appellees or any other
entity.
The trial court set a hearing on the special appearance. At the conclusion of
the first hearing, the trial court continued it to allow Appellees to amend their
pleadings.
Prior to the continued hearing, Appellees amended their pleadings and filed a
response to Appellants’ special appearance. The amended pleadings again alleged a
single cause of action for tortious interference of a contract and did not change the
wording of the paragraph addressing that cause of action.
The response to the special appearance stated that the “jurisdictional analysis
involves specific jurisdiction, as the cause of action for tortious interference arises out
of the IT consulting work performed by Boehmer and Mandalapu for the DLA
project in Corpus Christi, Texas.” It added the following “jurisdictional facts”:
• Mandalapu executed a contract for the provision of IT consulting
services with Resolute. Paragraph 4.7 of the contract contains an
arbitration provision, mandating arbitration in Houston, Texas;
paragraph 12.1 contains a Texas choice of law provision. The statement
of work in the exhibit to the contract indicates ACES (located in San
Antonio, Texas) as the end-user client. Resolute maintains a branch
office in Houston, Texas.
• Mandalapu traveled to Corpus Christi, Texas, four times in connection
with IT consulting services performed for the DLA project.
• The visits occurred in January 2021, January 2022, April 2022, and May
2022.
5
• Two of these visits involved actual physical on-site visits to the DLA
facility in Corpus Christi, Texas, where Mandalapu interacted with
various consultants on the project, many of whom were Texas residents.
• The remaining two visits involved work from the hotel conference room
in Corpus Christi, Texas.
• In addition to Boehmer, Mandalapu supervised twelve to eighteen other
IT consultants, three of whom were Texas residents, including Boehmer,
on the DLA project.
• The prime contract for the DLA project was awarded to ACES in San
Antonio, Texas. ACES formed a team of consultants designated as
“Team ACES.”4 Mandalapu was a member of Team ACES and
maintained a Team ACES email address that he utilized for various work
on the DLA project.
• In supervising Boehmer, Mandalapu assigned tasks, tracked status,
provided technical help, and managed vacation requests. Mandalapu
conducted regular one-on-one meetings via phone or Microsoft Teams
with Boehmer throughout the work on the DLA project.
• Mandalapu also conducted weekly and monthly team meetings with all
IT consultants that he supervised, which included Boehmer and the
three other Texas residents.
• In addition to his supervisory role, Mandalapu also interviewed
approximately twenty consultants, six of whom were hired to work on
the DLA project.
In addition, Appellees attached Mandalapu’s January 5, 2023 deposition to the
response.
4
In his deposition, Mandalapu testified that “Team ACES doesn’t exist
physically,” but it is a way of referring to the group of consultants as a whole.
6
Prior to the continued hearing, Appellants filed a supplement to their special
appearance, in which they argued that the three “particularly pertinent” jurisdictional
facts cited in the amended pleadings—that Appellants had a contract with a third
party that has a branch office in Texas and that contains a Texas choice of law
provision; that Appellants traveled to Corpus Christi, Texas, four times; and that
Appellants sent “at least two” e-mails to Boehmer during one of Appellants’ work
trips to Corpus Christi—were insufficient to assert specific jurisdiction over
Appellants.
At the continued hearing, Appellees called Boehmer as a witness, and he
explained that he worked on a contract with DLA involving installing a new system to
manage DLA’s warehousing and transportation logistics. Boehmer testified that the
“prime” contract with DLA was awarded to ACES in San Antonio, Texas, which
created a “ghost entity” consisting of anyone who worked on the project. According
to Boehmer, Mandalapu was a member of this entity, a “team lead,” and Boehmer’s
supervisor. A total of four people on the team were Texas residents. To staff the job
with IT consultants, ACES used Resolute. Boehmer’s employment contract was with
RED Global. Boehmer stated that Corpus Christi, Texas, was the “pilot location
where they were rolling out all of their - - the software so that DLA could convert to
this warehousing management software and transportation software.” To Boehmer’s
knowledge, Mandalapu made four trips to Corpus Christi, Texas, to work on the DLA
7
project. Boehmer averred that he had some type of interaction with Mandalapu on a
weekly basis.
At the conclusion of Boehmer’s testimony, the trial court asked, “[W]hat facts
do you have about where the tortious interference occurred?” Appellees’ counsel
responded, “The answer to your first question, ‘Where did it occur?’ We don’t know
yet. . . . This cause of action relates to and arises out of this Corpus Christi job.
That’s all I have to show for jurisdictional analysis.” Appellees’ counsel also stated
that provisions in the Resolute contract regarding arbitration and choice of law did
not relate to Appellees’ assertion of specific jurisdiction.5
At the hearing’s conclusion, the trial court denied the special appearance and
later entered an order to that effect. Appellants requested findings of fact and
conclusions of law, which were entered. Although Appellants requested amended and
additional findings and conclusions, none were entered. Appellants appeal from the
order denying their special appearance.
III. DISCUSSION
In their first issue, Appellants complain that the trial court erred in denying
their special appearance “(a) when [Appellees] failed to carry their initial burden to
plead sufficient allegations to bring [Appellants] within the reach of Texas’ long[-]arm
statute—i.e.[,] for their tortious interference claim, that [Appellees] committed the
The trial court’s findings of fact and conclusions of law do not refer to any
5
such contractual provisions.
8
tortious acts in Texas; and (b) [Appellants] each proved that they are not Texas
residents.” In their second issue, Appellants ask if “the trial court ha[d] specific
personal jurisdiction over [them] when (a) the evidence is legally insufficient to
establish that [they] had sufficient minimum contacts with Texas; (b) as a matter of
law[,] [Appellants’] contacts with Texas fall short of purposeful availment; and (c) as a
matter of law, there is no substantial connection between any of [Appellants’] contacts
with Texas and the operative facts of this litigation (the claim for tortious interference
with an existing contract).”
A. Standard of Review and Applicable Law
A party may challenge a Texas court’s exercise of personal jurisdiction over it
by filing a special appearance under Texas Rule of Civil Procedure 120a. See Tex. R.
Civ. P. 120a. As the Texas Supreme Court recently explained:
Texas courts may assert personal jurisdiction over a nonresident
defendant if (1) the Texas long-arm statute so provides and (2) the
exercise of jurisdiction “is consistent with federal and state due process
guarantees.” “Our long-arm statute reaches as far as the federal
constitutional requirements for due process will allow,” so Texas courts
may exercise personal jurisdiction over foreign defendants “having such
‘contacts’ with the forum [s]tate that ‘the maintenance of the suit’ is
‘reasonable[ ] in the context of our federal system of government’ and
‘does not offend traditional notions of fair play and substantial justice.’”
This “minimum contacts” inquiry is a “forum-by-forum” or “sovereign-
by-sovereign” analysis that examines “the nature and extent of ‘the
defendant’s relationship to the forum’” to determine whether the
defendant is amenable to general or specific jurisdiction.
State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 412 (Tex. 2023) (footnotes
omitted).
9
A defendant’s contacts with the forum can give rise to either general or specific
jurisdiction. Luciano v. SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 8 (Tex. 2021)
(citing Spir Star AG v. Kimich, 310 S.W.3d 868, 872 (Tex. 2010)). A court has general
jurisdiction over a nonresident defendant whose “affiliations with the State are so
‘continuous and systematic’ as to render [it] essentially at home in the forum State.”
Id. (quoting TV Azteca v. Ruiz, 490 S.W.3d 29, 37 (Tex. 2016) (alteration in original)
(quoting Daimler AG v. Bauman, 571 U.S. 117, 127, 134 S. Ct. 746, 754 (2014))).
Specific jurisdiction “covers defendants less intimately connected with a State, but
only as to a narrower class of claims.” Id. (quoting Ford Motor Co. v. Mont. Eighth Jud.
Dist. Ct., -- U.S. --, 141 S. Ct. 1017, 1024 (2021)).
Both parties agree that only specific jurisdiction—not general jurisdiction—is at
issue here. With specific jurisdiction, a minimum-contacts showing requires two
things: (1) that “the defendant purposefully avails itself of the privilege of conducting
activities in the forum state[;]” and (2) “the suit ‘arise[s] out of or relate[s] to the
defendant’s contacts with the forum[.]’” Id. at 8–9. When assessing whether
minimum contacts are satisfied, we look only to the defendant’s contacts and not the
“unilateral activity” of some third party. Id. at 9 (citing Michiana Easy Livin’ Country,
Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005) and Burger King v. Rudzewicz, 471 U.S.
462, 474, 105 S. Ct. 2174, 2183 (1985) (quoting Hanson v. Denckla, 357 U.S. 235, 253,
78 S. Ct. 1228, 1239–40 (1958))).
10
In a challenge to either type of personal jurisdiction, the parties bear shifting
burdens of proof. See Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 658 (Tex.
2010). As we explained in Southwire Co., LLC v. Sparks, No. 02-21-00126-CV, 2021
WL 5368692, at *3–4 (Tex. App.—Fort Worth Nov. 18, 2021, no pet.) (mem. op.),
resolution of a special appearance involves a “complicated procedural sequence”:
• “[T]he plaintiff bears the initial burden to plead sufficient allegations to
bring the nonresident defendant within the reach of Texas’s long-arm
statute.” 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’s
burden is “tied to the allegation in the plaintiff’s pleading.” Id.
• “If the plaintiff fails to plead facts bringing the defendant within reach of
the long-arm statute . . ., the defendant need only prove that it does not
live in Texas to negate jurisdiction.” Id. at 658–59. To correct the
failure to allege jurisdictional facts, the plaintiff should amend to include
“necessary factual allegations.” Id. at 659.
• “The defendant can negate jurisdiction on either a factual or legal basis.”
Id.
• “Factually, the defendant can present evidence that it has no
contacts with Texas, effectively disproving the plaintiff’s
allegations.” Id.
• To negate jurisdiction on a legal basis,
the defendant can show that even if the 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, that the claims do not arise from the
contacts; or that traditional notions of fair play and
11
substantial justice are offended by the exercise of
jurisdiction.
Id.
• Should the defendant make a factual challenge to the plaintiff’s
jurisdictional allegations, “[t]he plaintiff can then respond with its own
evidence that affirms its allegations, and it risks dismissal of its lawsuit if
it cannot present the trial court with evidence establishing personal
jurisdiction.” Id. (footnote omitted).
Southwire, 2021 WL 5368692, at *3–4.
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); see also Kelly, 301 S.W.3d at 658 n.4 (stating that while
pleadings are essential to frame the jurisdictional dispute, they are not dispositive, and
additional evidence under Rule 120a “merely supports or undermines the allegations
in the pleadings”).
A court’s authority to exercise jurisdiction over a nonresident defendant is a
question of law that we review de novo. Volkswagen, 669 S.W.3d at 413. If a trial
court enters an order denying a special appearance and the trial court issues findings
of fact and conclusions of law, the appellant may challenge the fact findings on legal
and factual sufficiency grounds. BMC Software Belgium, NV v. Marchand, 83 S.W.3d
789, 794 (Tex. 2002). We may review the fact findings for both legal and factual
sufficiency. Id. Appellate courts review a trial court’s conclusions of law as a legal
12
question. Id. The appellant may not challenge a trial court’s conclusions of law for
factual insufficiency; however, the reviewing court may review the trial court’s legal
conclusions drawn from the facts to determine their correctness. Id.B. Analysis
While set out in two issues, the controlling issue in this appeal is whether the
relevant facts give rise to specific jurisdiction over Appellants. The only relevant
prong of the Texas long-arm statute is Section 17.042(2), which provides jurisdiction
over a nonresident who “commits a tort in whole or in part in this state.”6 Tex. Civ.
Prac. & Rem. Code Ann. § 17.042(2).
Appellants argue that the trial court’s order should be reversed because
“minimum contacts requires not only purposeful availment but also proof that the
alleged liability—here the claim of tortious interference—arises from or relates to the
forum contacts.” And because Appellees “have admitted they do not know where the
alleged tortious interference occurred, and the trial court’s Findings of Fact and
Conclusions of Law do not include a finding that the alleged tortious interference
occurred in Texas,” Appellants urge that Appellees have not satisfied their burden for
specific jurisdiction.
6
Appellees’ response to the special appearance states not only that Appellants
“are subject to the personal jurisdiction of the Texas courts under the theory of
specific jurisdiction” but also that the long-arm statute allows the exercise of personal
jurisdiction under Section 17.042(2).
13
In their claim of specific jurisdiction, Appellees argue that their jurisdictional
pleading allegations satisfy their initial burden and that the assertion of specific
jurisdiction over Appellants comports with constitutional guarantees of due process:
Appellants’ minimum contacts with Texas such as travel to Texas,
working on a Texas-based project, and supervising Texas residents all
establish sufficient minimum contacts. Appellants[’] contacts were
purposeful, as they were directly related to the rollout of the DLA
project in Corpus Christi, Texas. Finally, Appellants’ contacts were
“related to” the operative facts of this litigation. Boehmer’s claim for
tortious interference with existing contract arose directly out of the
supervisory role between Boehmer and Mandalapu. Mandalapu
supervised, evaluated, and provided feedback on Boehmer’s job
performance relating to the DLA project. The tortious interference
claim arises out of Boehmer’s employment contract during the DLA
project and therefore, Mandalapu’s alleged liability “relates to” his
contacts with Texas.
Appellants respond that Appellees have “grossly mischaracterized” their
consulting and supervisory IT services, which they provide under their contract with
Resolute. Also, Appellants contend that Appellees have failed to show that their
claim for tortious interference arises out of or relates to their contacts in Texas,
stating that Appellees “provide no evidence or argument that the alleged
communications about Boehmer’s poor performance took place in Texas.”
Moreover, Appellants note that the trial court afforded an opportunity to conduct
discovery for jurisdictional purposes, including depositions, wherein they could have
“questioned [Appellants] about the alleged communications with Red Commerce or
others regarding [Appellees’] poor performance, including, where those alleged
communications occurred,” but “they did not.”
14
Based on the shifting burdens of proof, we look first at the plaintiff’s pleadings
for jurisdictional facts. See Kelly, 301 S.W.3d at 658. “If the plaintiff fails to plead
facts bringing the defendant within reach of the long-arm statute (i.e., for a tort claim,
that the defendant committed tortious acts in Texas), the defendant need only prove
that it does not live in Texas to negate jurisdiction.” Id. at 658–59.
In their live pleading—the second amended petition—Appellees alleged that
Mandalapu is a resident of St. Louis, Missouri, and Sravik is a Missouri limited liability
company with its principal place of business in Missouri. Appellants confirm these
facts in the affidavit attached to their special appearance.
Appellees’ pleadings set out facts that they state are “particularly pertinent to
the allegations of specific jurisdiction,” including:
Mandalapu traveled to Corpus Christi four times in connection with the
IT consulting services performed for the DLA project. The visits
occurred in January 2021, January 2022, April 2022, and May 2022. Two
of these visits involved actual physical on-site visits to the DLA facility
in Corpus Christi, Texas, where Mandalapu interacted with various
consultants on the project, many of whom were Texas residents.
The remaining two visits involved work from the hotel
conference room in Corpus Christi, Texas.
However, the live pleadings contain no allegations that any tortious conduct occurred
in Texas. And there is no explanation of what was said or done at the Corpus Christi
visits that relate to the claims against Appellants. See Julian v. Cadence McShane Constr.
Co., LLC, No. 01-15-00465-CV, 2015 WL 6755616, at *6 (Tex. App.—Houston [1st
Dist.] Nov. 5, 2015, no pet.) (mem. op.) (“For actions occurring in Texas, Bedrich
15
asserts that Julian ‘[a]ttend[ed] multiple meetings in person with Cadence McShane in
Texas.’ But Bedrich offers no explanation of what was said or done at those meetings
or how anything said or done at those meetings relate to any of their claims against
Julian.”).
Our sister court considered a similar pleading in Vinmar Overseas Singapore PTE
Ltd. v. PTT International Trading PTE Ltd., 538 S.W.3d 126, 132–33 (Tex. App.—
Houston [14th Dist.] 2017, pet. denied). There, Vinmar asserted numerous
jurisdictional facts, including that “[t]he logistical operations underlying certain of the
transactions that Defendants interfered [sic] took place in Houston, Texas,” and that
“[a] tort was committed in Texas.” Id. at 132. Despite these and other alleged
jurisdictional facts, the court concluded:
Vinmar does not allege in any of its live pleadings or its response to the
Amended Special Appearance the location for any of the alleged acts by
PTT or Krishnan. Vinmar alleged that Krishnan and PTT
misappropriated its trade secrets and confidential information, but it
does not allege that the misappropriation occurred in whole or in part in
Texas. Likewise, Vinmar does not allege facts showing where the alleged
tortious interference with the employment agreement occurred, where
the alleged business disparagement occurred, or where the alleged
conspiracy occurred.
Id. at 134; see Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142, 153, 157 (Tex.
2013) (holding nonresident defendant subject to jurisdiction for misappropriation of
trade secrets claim where defendant obtained trade secrets in Texas but not for
tortious interference claim where alleged acts of interference occurred outside of
Texas and stating that “a nonresident directing a tort at Texas from afar is insufficient
16
to confer specific jurisdiction”); see also M & F Worldwide Corp. v. Pepsi-Cola Metro.
Bottling Co., Inc., 512 S.W.3d 878, 890 (Tex. 2017) (stating that “to the extent the
Mafco defendants purposefully directed activities toward Texas, Pepsi’s causes of
action do not arise from those contacts” and holding that the trial court lacked
specific jurisdiction over the Mafco defendants). Therefore, the Vinmar court
affirmed the trial court’s order granting the special appearance. Vinmar, 538 S.W.3d at
139.
Appellants rely heavily on the Texas Supreme Court’s decision in Kelly. See
Kelly, 301 S.W.3d at 653. In Kelly, as here, there were allegations that the defendant
officers had a connection with Texas. Id. In explaining that connection, the supreme
court cited to the majority opinion in the court of appeals: “The record reveals that
performance under the construction contract was to be performed exclusively in
Texas. The Officers sent and directed payments to [Appellee/Plaintiff] in Texas.
Kelly made site visits to the Texas work site. The Officers received numerous
invoices from Texas regarding the [hotel] project.” Id. at 656–57 (citing Kelly v. Gen.
Interior Const., Inc., 262 S.W.3d 79, 86 n.5 (Tex. App.—Houston [14th Dist.] 2008),
rev’d, 301 S.W.3d 653). However, the supreme court determined that the plaintiff had
failed to plead facts within the reach of the Texas long-arm statute because it did not
allege that the officers at issue committed any of the wrongdoing in Texas. Id. As the
court explained,
17
GIC [General Interior Construction, Inc.] failed to plead facts within the
reach of the long-arm statute because it did not allege that the Officers
[Daniel Kelly and Laura Hofstatter] committed any tortious acts in
Texas. As noted, GIC’s live pleading contains no allegations that the
Officers’ wrongdoing occurred in Texas. Regarding the fraud claim,
GIC did allege several fraudulent acts (e.g., providing false affidavits to
Meristar and misrepresenting to GIC that it would be paid in full), but it
did not allege that any fraudulent acts occurred in Texas. Regarding the
trust-fund claims, GIC did not allege that the Officers used or retained
the trust funds in Texas, nor that they submitted false affidavits to
Meristar in Texas. Thus, although GIC has alleged two claims of
wrongdoing, it has not alleged that any acts giving rise to these two
claims occurred in Texas.
Id. at 659–60. Moreover, in Kelly, the court noted that “[t]he most relevant piece of
[special appearance] evidence” was an affidavit of GIC’s president stating that
Hofstatter promised him payment. Id. at 660. But the affidavit “d[id] not state where
this conversation occurred or make any connection with Texas” and was silent as to
the “[o]fficers’ Texas contacts related to its claims.” Id.; see Ascend Nat’l, LLC v.
Ludders, No. 14-20-00396-CV, 2022 WL 553123, at *6 (Tex. App.—Houston [14th
Dist.] Feb. 24, 2022, no pet.) (mem. op.) (affirming order granting special appearance
and stating that a visit to Texas “cannot be a jurisdictional contact for purposes of the
fraud claim because there is no allegation or evidence establishing that Ludders made
the alleged misrepresentation during that meeting”).
Similar to Kelly, Appellees failed to plead that the alleged wrongful conduct
occurred in Texas. See Steward Health Care Sys., LLC v. Saidara, 633 S.W.3d 120, 131
(Tex. App.—Dallas 2021, no pet.) (en banc) (affirming trial court’s order granting
Saidara’s special appearance and stating that, although Saidara visited Texas in
18
connection with a sale, “[t]here is no allegation in the petition that Saidara made any
misrepresentation during his visits to Texas”). Although Appellees contend generally
on appeal that “Mandalapu’s alleged liability ‘relates to’ his contacts with Texas,” they
are silent on how Mandalapu’s Texas contacts related to their tortious interference
with contract claims. See Fisher v. Eagle Rock Custom Homes Inc., No. 14-18-00483-CV,
2020 WL 205975, at *7 (Tex. App.—Houston [14th Dist.] Jan. 14, 2020, no pet.)
(mem. op.) (“Appellees asserted Fisher had certain activities in and contacts with the
state but did not allege that those were tortious behaviors.”). This silence was
confirmed at the special appearance hearing, when Appellees’ counsel conceded to the
trial court that “[w]e don’t know yet” where the tortious interference occurred.
In support of their argument that their pleadings are sufficient to satisfy the
Texas long-arm statute, Appellees cite two Texas cases, both which were decided
before Kelly. See Ji-Haw Indus. Co., Ltd. v. Broquet, No. 04-07-00622-CV, 2008 WL
441822 (Tex. App.—San Antonio Feb. 20, 2008, no pet.); Thunderbird Supply Co., Inc. v.
Williams, 161 S.W.3d 731 (Tex. App.—Beaumont 2005, no pet.). In addition, both
cases are distinguishable. As noted by our sister court, Ji-Haw involved a products
liability claim surrounding the design, manufacture, and marketing of an XBOX
gaming system. Careington Int’l Corp. v. First Call Telemedicine, LLC, No. 05-20-00841-
CV, 2021 WL 1731753, at *3 (Tex. App.—Dallas May 3, 2021, no pet.) (mem. op.)
(stating that Ji-Haw “is distinguishable from this case, which involves alleged tortious
interference with a contract”).
19
Similarly, Thunderbird involved allegations against thirteen corporations for
designing, manufacturing, and marketing certain “toxic products.” Thunderbird, 161
S.W.3d at 733. Again, there were no allegations of tortious interference with a
contract. As noted by Appellees, the plaintiff there “pleaded that he was exposed to
various toxic products designed, manufactured, and marketed by the defendants and
that all or substantial parts of the events or omissions giving rise to the claims
occurred in Texas.”7 While the Beaumont court held that the plaintiff had met his
initial pleading allegations, it ultimately held that Thunderbird did not purposefully
establish sufficient minimum contacts with Texas to support exercising jurisdiction
over it. Id. at 736. Therefore, the court reversed the trial court’s order denying
Thunderbird’s special appearance and dismissed the claims against it. Id.Here, the trial court’s findings of fact and conclusions of law do not include a
finding that the alleged tortious interference with a contract occurred in Texas. With
7
Careington rejected the argument that venue pleadings may be considered in
determining the sufficiency of the pleadings for personal jurisdictional purposes:
Careington also relies on its venue allegation that “a substantial part of
the events giving rise to Careington’s claims herein occurred in Collin
County[, Texas].” But this doesn’t expressly allege that First Call
committed any conduct in Texas, nor does it carry such an implication.
Careington’s venue allegation could be true even if First Call had no
contact with Texas, since its co-defendant—which allegedly breached
the contract that First Call allegedly interfered with—allegedly has its
principal place of business in McKinney, Texas.
Careington, 2021 WL 1731753, at *3.
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regard to Mandalapu’s visits to Texas and emails during the work trip, the trial court
entered the following findings of fact:
• “[Mandalapu’s] supervision began in November 2021. As the DLA
project progressed, Mandalapu traveled to Texas and visited the DLA
facility in Corpus Christi, Texas[,] on four occasions.”
• “These occasions were July 2021, January 2022, April 2022, and May
2022. On two of these visits, Mandalapu personally visited the DLA
facility and met with DLA personnel, including other consultants
working on the project. With respect to the two visits to Texas,
Mandalapu worked from his hotel conference room.”
• “On at least two occasions while in Texas, Mandalapu emailed members
of the consulting team (including Boehmer), assigning various tasks and
advising as to the details of his visit to the DLA facility.”
• “The purpose of Mandalapu’s visits to Texas was to physically inspect
the DLA facility, learn the operational process, and gather technical data
on the DLA processes, in order to design, test and implement the new
IT system. Mandalapu gathered this information and then assigned
various tasks to the consultants under his supervision, including
Boehmer.”8
8
While these contacts arguably demonstrate that Appellants purposefully
availed themselves of the privilege of conducting activities in Texas, they do not
establish specific jurisdiction because they do not demonstrate that Appellants’
liability arises from or relates to the forum contacts. “A claim arises from or relates to
a defendant’s forum contacts if there is a ‘substantial connection between those
contacts and the operative facts of the litigation.’” TV Azteca, 490 S.W.3d at 52
(quoting Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 585 (Tex. 2007)). “The
operative facts are those on which the trial will focus to prove the liability of the
defendant who is challenging jurisdiction.” Stauffer v. Nicholson, 438 S.W.3d 205, 212
(Tex. App.—Dallas 2014, no pet.) (citing Moncrief Oil, 414 S.W.3d at 156). Here, the
contacts relied upon by Appellees relate to Appellants’ non-tortious conduct; as to
Appellants’ alleged tortious conduct, Appellees have not established that such conduct
occurred in Texas, and, thus, Appellees have not established a substantial connection
between Appellants’ contacts with Texas and the operative facts of the litigation. See
Brenham Oil & Gas, Inc. v. TGS-NOPEC Geophysical Co., 472 S.W.3d 744, 765 (Tex.
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While a conclusion of law stated that “the cause of action asserted by Plaintiff
[Appellee] arises from and is related to Defendants’ [Appellants’] purposeful activities
within Texas,” nowhere in its findings or conclusions does the trial court find that
Appellants committed tortious interference with a contract in Texas.
The question under Kelly is whether Appellees have alleged that Appellants
committed any tortious act in Texas. See Careington, 2021 WL 1731753, at *3. They
have not. Because Appellees failed to plead jurisdictional facts, Appellants could and
did meet their burden to negate all bases of jurisdiction by proving that they do not
live in Texas. See Kelly, 301 S.W.3d at 660. Appellees do not challenge that fact, and
indeed, they admit it in their live pleadings.
Therefore, considering the pleadings and the jurisdictional evidence, we hold
that the trial court did not have personal jurisdiction over Appellants. We sustain
Appellants’ issues on appeal.
App.—Houston [1st Dist.] 2015, no pet.) (stating that the “operative facts” of the
tortious interference claim “would be acts or communications assisting or
encouraging TGS to malign Brenham Oil or otherwise interfere with its prospective
business relations with Togo” and holding that the “Texas-linked evidence relied
upon by Brenham Oil pertains only to ENT[’]s non[-]tortious conduct in the purchase
of seismic data from TCS” and that said “forum contacts are not the operative facts
of the litigation and therefore are not contacts that will support an exercise of specific
jurisdiction”).
22
IV. CONCLUSION
Having sustained Appellants’ issues, we reverse the trial court’s order denying
the special appearance and render judgment dismissing the case for want of personal
jurisdiction.
/s/ Dana Womack
Dana Womack
Justice
Delivered: December 21, 2023
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