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Griffith Technologies, Inc. v. Packers Plus Energy Services (USA), Inc.

Court of Appeals of Texas, First District

December 28, 2017

GRIFFITH TECHNOLOGIES, INC. AND BENNETT W. GRIFFITH, Appellants
v.
PACKERS PLUS ENERGY SERVICES (USA), INC. AND PACKERS PLUS ENERGY SERVICES, INC., Appellees

          On Appeal from the 55th District Court Harris County, Texas Trial Court Case No. 2016-67543

          Panel consists of Justices Higley, Massengale, and Lloyd.

          MEMORANDUM OPINION

          Laura Carter Higley Justice

         Griffith Technologies, Inc. sued Packers Plus Energy Services (USA), Inc. ("Packers USA") and Packers Plus Energy Services, Inc. ("Packers Canada") for breach of contract on a note and a guaranty, respectively. Packers Canada filed a special appearance, which the trial court sustained. Griffith Technologies filed this interlocutory appeal, arguing that the trial court erred by sustaining the special appearance.

         We reverse and remand.

         Background

         Packers Canada is the parent company of Packers USA. Packers Canada is based in Calgary, Alberta, Canada. It does not maintain offices in Texas and does not conduct ongoing business in Texas. Packers USA is a Delaware corporation based in Midland, Texas. Griffith Technologies is a Texas corporation based in Spring, Texas.

         In January 2014, Packers USA agreed to purchase all of Griffith's ownership interest in ReTek Energy Products, L.L.C. ("ReTek"), another Texas-based company.[1] Packers USA agreed to pay Griffith Technologies the purchase price for the ownership interest in three installments over two years.

         Packers Canada agreed to be the guarantor for Packers USA's obligations under the note. The recital portion of the guaranty begins by stating that Packers Canada entered into the guaranty "to induce Griffith Technologies . . . to make financial accommodations to Packers [USA]." The agreement was signed on Packers Canada's behalf by Tracey Beaudoin. Beaudoin is the general counsel for both Packers Canada and Packers USA. Beaudoin traveled to Houston for the closing, and she signed all of the relevant documents on behalf of Packers Canada and Packers USA.

         Packers USA made the first two payments but did not make the third and final payment. Griffith Technologies sued Packers USA and Packers Canada in Houston, Texas. Packers Canada filed a special appearance, arguing it lacked sufficient contacts with Texas for the court to have personal jurisdiction over it. The trial court granted the special appearance. This interlocutory appeal followed.

         Standard of Review

         "Whether a court has personal jurisdiction over a defendant is a question of law." BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). If the determination of jurisdiction depends on the resolution of questions of fact, the resolution of those facts are reviewed for legal and factual sufficiency. Id. Otherwise, we "review the trial court's legal conclusions drawn from the facts to determine their correctness." Id.

         When, as here, the trial court does not issue findings of fact and conclusions of law for the special appearance, "all facts necessary to support the judgment and supported by the evidence are implied." Id. at 795. In the presence of a developed record, however, these conclusions are reviewed for legal and factual sufficiency. Id.

         Applicable Law

         "A nonresident defendant is subject to the personal jurisdiction of Texas courts if (1) the Texas long-arm statute authorizes the exercise of jurisdiction, and (2) the exercise of jurisdiction does not violate federal and state constitutional due process guarantees." Kelly v. Gen. Interior Const., Inc., 301 S.W.3d 653, 657 (Tex. 2010). Texas's long-arm statute extends a trial court's jurisdiction to the scope permitted by the federal constitution's due process requirements. Id. Consistent with federal due-process protections, a state can exercise personal jurisdiction over nonresident defendants if they have "established minimum contacts with the forum state, and the exercise of jurisdiction comports with 'traditional notions of fair play and ...


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