Court of Appeals of Texas, Second District, Fort Worth
Appeal from the 141st District Court Tarrant County, Texas
Trial Court No. 141-298129-18
Gabriel and Kerr, JJ., and Gonzalez, J. 
Gonzalez Ruben Gonzalez Visiting Judge
issues in this accelerated interlocutory appeal,
Appellant Rex Performance Products, LLC, a Michigan limited
liability company, appeals the trial court's order
granting the special appearance filed by Appellees Pregis
Performance Products, LLC, a Delaware limited liability
company, and Manu Bettegowda, a Connecticut resident and
Pregis's agent, asking us to find that Bettegowda's
email communications with a Texas resident provided
sufficient minimum contacts to establish personal
jurisdiction. We affirm.
sued James Donald Tate, Olympus Partners, LP,  and Appellees,
alleging that Tate, a Texas resident and Rex's president,
CEO, and minority share owner, had secretly negotiated a side
deal for himself when he negotiated the February 23, 2018
sale of Rex's assets to Pregis. The "side
deal," which Rex claimed was discovered by reviewing
Tate's emails before the sale closed, involved a $1.5
million "Super Bonus" payable to Tate in exchange
for driving the sale price down by $3 million. Rex sought to
enjoin the $1.5 million payment and brought a claim for
breach of fiduciary duty against Tate and a claim for
conspiracy against all of the defendants. Rex also alleged
that Tate's co-defendants were joint tortfeasors for
knowingly inducing and participating in Tate's breach of
fiduciary duty and alleged personal jurisdiction under the
Texas long-arm statute on the basis of business torts
committed in whole or in part in Texas and under its joint
tortfeasor theory. See Tex. Civ. Prac. & Rem.
Code Ann. § 17.042(2).
filed a special appearance, arguing that there was no nexus
between them, Rex's allegations, and the forum; that Rex
could not establish either specific or general jurisdiction
over them; and that Rex's Texas lawsuit was
"pure gamesmanship" because Rex had also filed a
lawsuit against Tate in Michigan on the same day that it
filed the instant lawsuit. They contended that none of
Rex's alleged injuries occurred in Texas, that the sale
did not occur in Texas, and that the asset-purchase agreement
at issue contained a Delaware forum selection clause.
only witness to testify during the April 27, 2018 special
appearance hearing was Rex Hansen, who had been Rex's
administrative manager and who testified that Tate had been
authorized to negotiate the sale of assets to Pregis and had
negotiated with Bettegowda. Tate lived in Keller, Texas,
managed Rex's sales around the country, and traveled to
Michigan once a month in 2017 and 2018 but primarily worked
identified in Plaintiff's Exhibits 9 and 10 photographs
he had taken of a building that he said was "the Pregis
location in Corsicana[, ] Texas." The trial court
admitted the photographs into evidence over Appellees'
objections. Hansen testified that he was familiar with
Pregis's logo and that the logo on the building was the
same logo of the company that had purchased Rex's assets.
The trial court also admitted into evidence Plaintiff's
Exhibit 12, a print-out from a Pregis website that announced,
"Pregis Acquires Rex Performance Products." During
cross-examination, Hansen said that he took the photographs
in Plaintiff's Exhibits 9 and 10 a week before the
hearing but had not been inside that Pregis location and did
not know if it was operational or an empty building. He also
admitted that he did not know which legal entity owned or
operated the building and did not dispute that the Pregis
entity sued in the instant lawsuit was formed in February
regard to Plaintiff's Exhibit 11, Rex's counsel asked
Hansen if he was familiar with how Rex's email was
managed, and Hansen explained that Rex had a server in
Michigan that ran Microsoft Exchange and that "everybody
use[d] their phone and/or Outlook to get and receive
emails." Hansen said that he was familiar with the
January and February 2018 email exchanges between Bettegowda
and Tate that were contained in Plaintiff's Exhibit 11.
The following recitation ensued:
Q. Are these emails business records for Rex Performance
A. They are.
Q. And were these records made and kept in the course of a
regular conducted business activity?
A. They are.
Q. Are these records routinely made and kept in the course of