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Opengate Capital Group, LLC v. Sitsa Logistics, Inc.

Court of Appeals of Texas, Thirteenth District, Corpus Christi-Edinburg

July 11, 2019

OPENGATE CAPITAL GROUP, LLC, OPENGATE CAPITAL MANAGEMENT, LLC AND OPEN PUBLISHING LLC, Appellants,
v.
SITSA LOGISTICS, INC., Appellee.

          On appeal from the County Court at Law No. 8 of Hidalgo County, Texas.

          Before Justices Benavides, Hinojosa, and Rodriguez [1]

          MEMORANDUM OPINION

          NELDA RODRIGUEZ, JUSTICE

         Appellants OpenGate Capital Group, LLC, OpenGate Capital Management, LLC, and Open Publishing, LLC (OpenGate) appeal the trial court's denial of its special appearance. By its sole issue, OpenGate contends the trial court erred in denying its special appearance because appellee Sitsa Logistics, Inc. did not plead sufficient allegations to bring OpenGate within the personal jurisdiction of the trial court. We affirm.

         I. Background

         Sitsa is a Texas corporation doing business in Hidalgo County. OpenGate is a Delaware entity with its principal place of business in California. In May 2017, Sitsa filed suit against OpenGate, claiming breach of contract, a suit on sworn account, quantum meruit, and vicarious liability. In its petition, Sitsa alleged that Hamilton Scientific, LLC (Hamilton), a nonparty subsidiary of OpenGate, brought lab equipment across the Reynosa portion of the Mexican border into Hidalgo County and then contracted with Sitsa for Sitsa to transport that equipment from the border to the United States. According to Sitsa, Hamilton stopped paying invoices and left an unpaid balance of $95, 467.04.

         OpenGate filed a special appearance arguing that Sitsa failed to plead sufficient facts to bring OpenGate within the Texas long-arm statute. Following a hearing, the trial court denied the special appearance without issuing findings of fact or conclusions of law. This appeal followed.

         II. Pleadings

         By its sole issue, OpenGate contends Sitsa's pleadings failed to support its assertion of personal jurisdiction. The extent of their argument is as follows:

Sitsa fails to carry its burden to plead facts which would bring the OpenGate Appellants within reach of the Texas Long-Arm Statute. Sitsa does not allege that OpenGate executed or breached a contract in Texas (indeed, Sitsa concedes that Hamilton, and not the OpenGate Appellants, contracted with Sitsa). Sitsa does not allege that the OpenGate Appellants committed any act in or directed any act to Texas . . . Because Sitsa failed to plead sufficient allegations (or any allegations) to bring the OpenGate Appellants within the provisions of the Texas Long-Arm Statue, the OpenGate Appellants needed only to prove that they were not residents of Texas to negate jurisdiction . . . .

         A. Standard of Review

         Whether the trial court has personal jurisdiction over a defendant is a question of law. BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). Thus, we review the trial court's ruling on a special appearance de novo. Id. When, as here, the trial court does not issue findings of fact and conclusions of law, we infer all "facts necessary to support the judgment if those facts are supported by the evidence . . ." and we presume that the trial court resolved all factual disputes in favor of its ruling. Id. at 795 (citing Worford v. Stamper, 801 S.W.2d 108, 109 (Tex. 1990); Glattly v. CMS Viron Corp., 177 S.W.3d 438, 445 (Tex. App.-Houston [1st Dist.] 2005, no pet.). The trial court determines the special appearance by referring to the pleadings, any stipulations made by and between the parties, any affidavits and attachments filed by the parties, discovery, and any oral testimony. Tex.R.Civ.P. 120a(3). We will affirm the trial court's ruling on any legal theory that finds support in the record. Dukatt v. Dukkat, 355 S.W.3d 231, 237 (Tex. App.-Dallas 2011, pet. denied).

         B. Texas Long-Arm Statute

         Texas courts have personal jurisdiction over a nonresident defendant only if it is authorized by the Texas long-arm statute. See Tex. Civ. Prac. & Rem. Code Ann. § 17.042. The long-arm statute sets out several activities that constitute "doing business" in Texas, such as a nonresident contracting with a Texas resident to perform the contract in whole or in part in Texas. Id. The list is not exclusive, and the statute's "broad language extends Texas courts' personal jurisdiction 'as far as the federal constitutional requirements of due process will permit.'" BMC Software Belg., 83 S.W.3d at 795 (quoting U-Anchor Adver., Inc. v. Burt, 553 S.W.2d 760, 762 (Tex. 1977)). Therefore, "the requirements of the Texas ...


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