GRIFFITH TECHNOLOGIES, INC. AND BENNETT W. GRIFFITH, Appellants
PACKERS PLUS ENERGY SERVICES (USA), INC. AND PACKERS PLUS ENERGY SERVICES, INC., Appellees
Appeal from the 55th District Court Harris County, Texas
Trial Court Case No. 2016-67543
consists of Justices Higley, Massengale, and Lloyd.
Carter Higley Justice
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
reverse and remand.
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.
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. Packers USA agreed to pay Griffith
Technologies the purchase price for the ownership interest in
three installments over two years.
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.
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.
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."
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.
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