Court of Appeals of Texas, Second District, Fort Worth
J. Curt Lucas and Invenias Partners LLC, Appellants
Cyndi Ramirez Ryan, Appellee
Appeal from County Court at Law No. 2 Denton County, Texas
Trial Court No. CV-2016-02101.
Kerr and Pittman, JJ., and Gonzalez, J. 
Elizabeth Kerr Justice.
a bench trial, the trial court rendered a $43, 000 judgment
for Cyndi Ramirez Ryan and against J. Curt Lucas and Invenias
Partners, LLC. On appeal, Lucas (an Illinois resident) and
Invenias (an Illinois company) argue that the trial court
lacked personal jurisdiction over them and that the evidence
is legally and factually insufficient to support the trial
court's judgment. We will affirm in part, reverse and
render in part, and reverse and remand in part.
resident Ryan is a highly experienced
with 20 years' experience in human resources in the
healthcare field. In 2013 or 2014, Lucas-an Illinois resident
and the managing partner and chairman of Invenias, a
Chicago-based healthcare executive-search firm- contacted
Ryan about a position as a chief human-resources officer with
one of his firm's clients. Ryan did not get the job, but
she worked with Lucas to explore other employment
opportunities. Ryan ultimately chose not "to move
forward with any of [those] roles," but Lucas
occasionally contacted her about other positions.
early July 2015, Ryan sent an email announcement to her
professional contacts-including Lucas-that she had left her
job at Baylor Scott & White Health to start Mas Talent,
LLC, a human-resources consulting firm that specializes in
diversity and inclusion. Lucas responded and suggested that they
meet to discuss the possibility of working together. To that
end, Ryan traveled to Chicago in late July 2015 to meet with
him to discuss the consulting services that she and Mas
Talent could provide to Lucas and Invenias.
their Chicago meeting, Lucas gave Ryan a company laptop
computer, access to Invenias's database, business cards,
and an Invenias email address. Lucas also gave Ryan a copy of
Invenias's "Executive Search and Consulting Guide
Partner Edition," which outlined and explained the
executive-search process, a partner's responsibilities,
and the partner-compensation structure. Ryan rejected the
compensation model in the guide, but the parties continued
September 23, 2015, Scripps Health, a healthcare system in
San Diego, California, retained Invenias to conduct a search
for a Vice President, Chief Audit and Compliance.
Invenias's search fee, which was based on the
compensation estimate for the position, was $140, 834, and
Scripps agreed to reimburse Invenias's expenses.
later, Lucas called Ryan to ask her to help with the search.
Ryan emailed Lucas a proposed compensation structure. Lucas
responded with the following proposal: (1) 39% of the
executive-search fee would be allocated to Invenias's
overhead and expenses; (2) Ryan and Lucas would split the
remaining 61%, provided that they "equally split all
execution responsibilities"; and (3) the client would
pay all search-related expenses. Ryan accepted Lucas's
offer and asked him if he had an "independent contractor
agreement or letter to formalize" their agreement. Lucas
agreed to send Ryan an independent-contractor agreement
outlining what they had discussed. Five days later, Ryan
emailed Lucas to remind him to send her the
independent-contractor agreement; Lucas responded that he was
still working on it.
meantime, Ryan and Lucas began working together on the
Scripps search. Ryan participated in a conference call, and
she and Lucas made travel plans to meet with Scripps
executives in San Diego. In early November, Ryan and Lucas
spent three days in San Diego meeting with Scripps executives
and interviewing candidates. During the trip, Ryan learned
that the executive-search fee for the project had increased
to $148, 005.
in San Diego, Ryan asked Lucas if he had "drawn up"
an independent-contractor agreement. Lucas admitted that he
had not and asked Ryan if she had any sample contracts that
she had used. Ryan said that she did and agreed to send
samples to him. A few days after the San Diego trip, Ryan
emailed Lucas two sample independent-contractor agreements
and told him to "feel free to edit or use what works for
you." Even though Lucas thanked Ryan for sending them,
he never provided her with a proposed independent-contractor
agreement, and the parties never signed a written contract
memorializing their agreement.
after Ryan sent Lucas the sample contracts, she emailed him
about dividing up interviews of additional candidates for the
Scripps position. Lucas assigned Ryan two candidates to
interview. Ryan conducted those interviews by videoconference
and wrote summaries for Lucas.
same day Ryan contacted Lucas about the candidate interviews,
she emailed him an invoice from Mas Talent for $15, 047.18,
the first third of her 30.5% fee. Lucas refused to pay the
invoice because, according to him, Ryan had failed to equally
split the execution responsibilities for the Scripps search.
Lucas and Invenias never paid Ryan for any of her work.
and Mas Talent sued Lucas and Invenias for breach of contract
and, alternatively, for promissory estoppel and quantum
meruit. In support of personal jurisdiction over Lucas and
Invenias, Ryan and Mas Talent alleged in relevant part that
Texas had specific jurisdiction over Lucas and Invenias
because they had conducted business in Texas by
• entering into a contract with Ryan and Mas Talent that
was performable in whole or in part in Texas;
• requesting and using Ryan's and Mas Talent's
services to expand Lucas's and Invenias's Texas
operations, to reap profits and benefits, and to solicit and
serve Texas clients;
• recruiting Texas residents directly or through an
intermediary located in Texas for employment inside or
outside of Texas;
• using Ryan's name and business expertise in
advertising and promotional materials without her consent;
• falsely claiming on the Invenias website that
Ryan's home was Invenias's Texas office and that
Ryan's personal cellphone number was the contact number
for that office.
Ryan and Mas Talent further alleged that other than the San
Diego trip, she performed the majority of her services for
Invenias in Texas.
and Invenias specially appeared, challenging both general and
specific jurisdiction. See Tex. R Civ. P. 120a.
After a non-evidentiary hearing, the trial court found that
it had specific jurisdiction over Lucas and Invenias and
denied their special appearances. No findings of fact and
conclusions of law were requested or filed, and Lucas and
Invenias did not file an interlocutory appeal. See
Tex. Civ. Prac. & Rem. Code Ann. § 51.014(7)
(permitting an interlocutory appeal from an order granting or
denying a special appearance).
and Mas Talent later amended their petition to add a
negligent-misrepresentation claim against Lucas. After a
day-long bench trial, the trial court entered judgment for
Ryan against Lucas and Invenias for $43, 000. No findings of
fact and conclusions of law were requested or filed. See
Tex. R Civ. P. 296, 297. Lucas and Invenias have
appealed, challenging the trial court's order denying
their special appearances (issue 5) and the sufficiency of
the evidence supporting the judgment (issues 1-4).
and Invenias's Special Appearances
it is potentially dispositive of this appeal, we start by
addressing Lucas and Invenias's fifth issue, which
challenges the trial court's exercise of personal
jurisdiction over them. Invenias contends its Texas contacts
were not purposeful and that Ryan's claims did not arise
from those contacts. Lucas asserts that because all of his
Texas contacts were on Invenias's behalf, the
fiduciary-shield doctrine protects him from the trial
court's exercise of personal jurisdiction.
court has personal jurisdiction over a nonresident defendant
when the Texas long-arm statute permits the exercise of such
jurisdiction and the exercise of jurisdiction is consistent
with federal and state constitutional due-process guarantees.
TV Azteca v. Ruiz 490 S.W.3d 29, 36 (Tex. 2016)
(citing Moncrief Oil Int'l, Inc. v. OAO Gazprom,
414 S.W.3d 142, 149 (Tex. 2013)), cert, denied 137
S.Ct. 2290 (2017). The Texas long-arm statute allows a Texas
court to exercise jurisdiction over a nonresident defendant
who "does business" in Texas, which includes
contracting with a Texas resident for performance in whole or
in part in Texas and recruiting Texas residents for
employment inside or outside the state. Tex. Civ. Prac. &
Rem. Code Ann. § 17.042(1), (3). Because the long-arm
statute reaches "as far as the federal constitutional
requirements for due process will allow," a Texas court
may exercise personal jurisdiction over a nonresident so long
as doing so "comports with federal due process
limitations." Spir Star AG v. Kimich, 310
S.W.3d 868, 872 (Tex. 2010) (quoting Am. Type Culture
Collection, Inc. v. Coleman, 83 S.W.3d 801, 806 (Tex.
2002)). Federal due process is satisfied when (1) the
defendant has established minimum contacts with the state and
(2) the exercise of jurisdiction comports with traditional
notions of fair play and substantial justice. BNSF Ry.
Co. v. Tyrrell, 137 S.Ct. 1549, 1558 (2017); TV
Azteca, 490 S.W.3d at 36.
nonresident defendant "establishes minimum contacts with
a forum when it 'purposefully avails itself of the
privilege of conducting activities within the forum state,
thus invoking the benefits and protections of its
laws.'" Moncrief Oil, 414 S.W.3d at 150
(quoting Retamco Operating, Inc. v. Republic Drilling
Co., 278 S.W.3d 333, 338 (Tex. 2009)). Three principles
govern our purposeful-availment analysis: (1) only the
defendant's contacts with Texas are relevant, not the
unilateral activity of another party or third person; (2) the
defendant's acts must be purposeful and not random,
isolated, or fortuitous; and (3) the defendant must seek some
benefit, advantage, or profit by availing itself of
Texas's jurisdiction so that it impliedly consents to
suit here. M &F Worldwide Corp. v. Pepsi-Cola Metro.
Bottling Co., 512 S.W.3d 878, 886 (Tex. 2017) (citing
Michiana Easy Eivin' Country, Inc. v. Holten,
168 S.W.3d 777, 785 (Tex. 2005)). "The defendant's
activities, whether they consist of direct acts within Texas
or conduct outside Texas, must justify a conclusion that the
defendant could reasonably anticipate being called into a
Texas court." Retamco, 278 S.W.3d at 338
(quoting Am. Type Culture Collection, 83 S.W.3d at
contacts can give rise to either specific or general
jurisdiction. TV Azteca, 490 S.W.3d at 37. Here,
Ryan contends (and the trial court agreed) that Texas has
specific jurisdiction over Lucas and Invenias. A trial court may
exercise specific jurisdiction over a nonresident defendant
only if the suit arises from or relates to the
defendant's forum contacts. Id.; see Moncrief
Oil, 414 S.W.3d at 150 ("[S]pecific jurisdiction
exists when the cause of action arises from or is related to
purposeful activities in the state."); Guardian
Royal Exch. Assurance, Etd. v. English China Clays,
P.E.C., 815 S.W.2d 223, 226 (Tex. 1991) (explaining that
a specific-jurisdiction analysis requires review of the
"relationship among the defendant, the forum[, ] and the
litigation"). 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. Moki Mac River
Expeditions v. Drugg, 221 S.W.3d 569, 585 (Tex. 2007).
Specific jurisdiction requires us to analyze a nonresident
defendant's contacts on a claim-by-claim basis unless all
claims arise from the same forum contacts. Moncrief
Oil, 414 S.W.3d at 150-51 (citing Seiferth v.
Helicopteros Atuneros, Inc., 472 F.3d 266, 274-75 (5th
even when a nonresident has established minimum contacts with
Texas, due process permits Texas to assert personal
jurisdiction over the nonresident only if doing so comports
with traditional notions of fair play and substantial
justice. TV Azteca, 490 S.W.3d at 55. Typically,
"[w]hen a nonresident defendant has purposefully availed
itself of the privilege of conducting business in a foreign
jurisdiction, it is both fair and just to subject that
defendant to the authority of that forum's courts."
Id. (quoting Spir Star, 310 S.W.3d at 872).
Thus, "[i]f 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. (quoting
Moncrief Oil, 414 S.W.3d at 154-55).
The parties' shifting trial-court burdens and our
standard of review
trial court, the plaintiff has the initial burden to plead
sufficient allegations to bring the nonresident defendant
within the reach of the Texas long-arm statute. Kelly v.
Gen. Interior Constr, Inc., 301 S.W.3d 653, 658 (Tex.
2010). Once the plaintiff has done so, the burden shifts to
the defendant to negate all potential bases for personal
jurisdiction pleaded by the plaintiff. Id.
"Because the plaintiff defines the scope and nature of
the lawsuit, the defendant's corresponding burden to
negate jurisdiction is tied to the allegations in the
plaintiffs pleading." Id.
defendant can negate jurisdiction on a factual basis by
presenting evidence that it has no contacts with Texas,
effectively disproving the plaintiffs allegations; the
plaintiff risks dismissal of its suit if it does not present
the trial court with evidence affirming its jurisdictional
allegations and establishing personal jurisdiction over the
defendant. Id. at 659. The defendant can also negate
jurisdiction on a legal basis by showing that even if the
plaintiffs alleged jurisdictional facts are true, (1) those
facts are not sufficient to establish jurisdiction, (2) the
defendant's Texas contacts fall short of purposeful
availment, (3) the claims do not arise from the
defendant's Texas contacts, or (4) exercising
jurisdiction over the defendant would offend traditional
notions of fair play and substantial justice. Id.
reviewing a trial court's order denying a special
appearance, we review the trial court's factual
findings-express or implied-for legal and factual sufficiency
and its legal conclusions de novo because whether a trial
court has personal jurisdiction over a defendant is a legal
question. BMC Software Belg., N. V. v. Marchand, 83
S.W.3d 789, 794-95 (Tex. 2002). When, as here, the trial
court does not issue findings and conclusions with its
special-appearance ruling, we infer all facts that are
necessary to support the judgment and are supported by the
evidence. Id. at 794.
initial matter, we note that when Lucas and Invenias
specially appeared, Ryan and Mas Talent had not yet pleaded
their negligent-misrepresentation claim against Lucas. Thus,
we will not evaluate Lucas's and Invenias's
jurisdictional contacts as to that claim. We also note that
the special-appearance evidence differs slightly from the
evidence developed at trial, but we will review the trial
court's special-appearance ruling based on the live
pleadings and the evidence on file at the time the trial
court made its personal-jurisdiction ruling. See
Tex. R. Civ. P. 120a(3). Finally, in reviewing this ruling,
we consider only the quality and nature of Lucas's and
Invenias's Texas contacts; the merits of Ryan and Mas
Talent's claims are irrelevant. See Rubinstein v.
Lucchese, Inc., 497 S.W.3d 615, 624 (Tex. App.-Fort
Worth 2016, no pet.) ("The issue in question is whether
the trial court can exercise personal jurisdiction over
Rubinstein given his contacts with Texas, not whether
Lucchese has a viable cause of action against him. Personal
jurisdiction may exist even if the plaintiff ultimately loses
his suit or has less than a certain claim.").
Ryan and Mas Talent's Pleadings
any argument or citing to any authority, Lucas and Invenias
state in passing that Ryan and Mas Talent did not plead
sufficient contacts with Texas. We have reviewed their
pleadings and conclude that Ryan and Mas Talent satisfied
their initial burden to plead sufficient allegations to bring
Lucas and Invenias within the Texas long-arm statute. See
Tex. Civ. Prac. & Rem. Code Ann. § 17.042(1),
(3) (stating that acts constituting doing business include
contracting with a Texas resident for performance in whole or
in part in Texas and recruiting Texas residents for
employment inside or outside the state); see also 0Z0
Capital, Inc. v. Syphers, No. 02-17-00131-CV, 2018 WL
1531444, at *6 (Tex. App.-Fort Worth Mar. 29, 2018, no pet.)
(mem. op.); Griffith Techs, Inc. v. Packers Plus Energy
Servs. (USA), Inc., No. 01-17-00097-CV, 2017 WL 6759200,
at *3 (Tex. App.-Houston [1st Dist] Dec. 28, 2017, no pet.)
(mem. op.). Because Ryan and Mas Talent met their initial
pleading burden, the burden shifted to Lucas and Invenias to
negate all potential bases for personal jurisdiction that
Ryan and Mas Talent pleaded. See Kelly, 301 S.W.3d
The special-appearance evidence
to Lucas's and Invenias's special-appearance
• Lucas is an Illinois resident.
• Invenias is incorporated in Illinois and has its
principal place of business there.
• Invenias has never had an office in Texas.
• Invenias employs Lucas, and Lucas is its managing
partner and chairman.
• Any contacts Lucas has had with Texas have been on
behalf of Invenias or his previous employers.
• All jurisdictional grounds Ryan and Mas Talent alleged
against Lucas are false or were "solely and exclusively
related" to actions Lucas took on behalf of Invenias or
his previous employers.
• Ryan approached and solicited Invenias for a business
opportunity. Invenias did not solicit or approach Ryan.
• Neither Lucas nor Invenias has conducted business in
• Neither Lucas nor Invenias entered into a contract
with Ryan and Mas Talent performable in whole or in part in
• Invenias anticipated entering into an agreement with
Ryan and that Ryan would be Invenias's "Texas
presence" but "the relationship never culminated,
including through any sort of written
• Invenias never "successfully used"
Ryan's and Mas Talent's services to expand its Texas
business operations, to reap profits or benefits, or to
solicit or serve Texas clients.
• The parties never entered into a written agreement
because they could not agree on its terms.
• Invenias never falsely claimed on its website that its
Texas office was located at Ryan's home in Texas or
listed her cellphone number as its contact number. Invenias
anticipated entering into a contract with Ryan and that
Ryan's address would be Invenias's Texas address.
Toward that end, Invenias and Ryan agreed to allow the other
to use their information on the other's website.
• Ryan's interaction with Invenias consisted of
emails and telephone calls, but the majority of their
interactions were in Illinois and California when Ryan
traveled to Chicago to learn about Invenias and when she
traveled to San Diego to observe Invenias's services with
• Invenias has never used Ryan's name and business
expertise in advertising and promotional materials without
her consent. Invenias prepared materials based on an
anticipated contract between Invenias and Ryan.
• Neither Lucas nor Invenias has recruited any Texas
residents directly or through an intermediary located in
Texas for ...