IN THE SUPREME COURT OF TEXAS
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No. 14-0538
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CORNERSTONE HEALTHCARE GROUP HOLDING, INC., PETITIONER,
v.
NAUTIC MANAGEMENT VI, L.P., RESPONDENT
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ON PETITION FOR REVIEW FROM THE
COURT OF APPEALS FOR THE FIFTH DISTRICT OF TEXAS
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~ consolidated with ~
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No. 14-0539
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CORNERSTONE HEALTHCARE GROUP HOLDING, INC., PETITIONER,
v.
NAUTIC PARTNERS VI, L.P., RELIANT SPLITTER, L.P., AND
KENNEDY PLAZA PARTNERS VI, L.P., RESPONDENTS
══════════════════════════════════════════
ON PETITION FOR REVIEW FROM THE
COURT OF APPEALS FOR THE FIFTH DISTRICT OF TEXAS
══════════════════════════════════════════
Argued January 12, 2016
JUSTICE LEHRMANN delivered the opinion of the Court.
In these causes we consider whether Texas courts have specific personal jurisdiction over
three nonresident private-equity fund limited partnerships and their general partner. The funds
invested in a newly created Texas subsidiary that purchased a chain of Texas hospitals from a
Texas company. The plaintiff, another Texas company allegedly in the market to purchase the
hospitals, asserts that this conduct was tortious and subjects the defendants to Texas’s jurisdiction
with respect to claims arising out of that conduct. We agree and hold that Texas courts have
specific jurisdiction over the private-equity funds and their general partner.
I. Background
Plaintiff Cornerstone Healthcare Group Holding, Inc. owns and operates long-term acute-
care hospitals in Texas and other states. According to its pleadings, Cornerstone “sought to expand
into other sectors of the post-acute care continuum.” Several Cornerstone executives (Executives)
identified Reliant Hospital Partners, LLC (Old Reliant), which owned a chain of inpatient
rehabilitation facilities in Texas, as a possible takeover target. Cornerstone alleges that the
Executives “decided to take advantage of this opportunity for themselves” rather than present it to
Cornerstone’s board and that they approached several potential investment sources about the deal,
including Rhode Island-based private-equity firm Nautic Partners, LLC.
Nautic Partners is a management advisor that identifies and conducts due diligence on
potential investments for several private-equity funds. The three funds at issue here—Nautic
Partners VI, L.P., Reliant Splitter, L.P., and Kennedy Plaza Partners VI, L.P. (collectively, the
Funds)—are Delaware limited partnerships with their principal places of business in Rhode Island.
Nautic Management VI, L.P., also a Delaware limited partnership, is the general partner of two of
2
the Funds and manager of the third. We will refer to Nautic Management VI as the General
Partner.1
Based on its due diligence, Nautic Partners determines whether to present an investment
opportunity to the General Partner’s investment committee, which authorizes investment decisions
for the Funds.2 Scott Hilinski is Nautic Partners’ managing director and, along with two other
Nautic Partners employees, is also a member of the General Partner’s investment committee.
According to the General Partner’s corporate representative, Hilinski has a fiduciary duty to bring
to the committee any deal that would be an “appropriate” investment for the Funds.
In November 2010, Cornerstone’s then-Chief Executive Officer Michael Brohm contacted
Nautic Partners to discuss a potential health-care investment opportunity. Shortly thereafter,
Brohm specifically proposed that the Funds acquire Old Reliant’s assets and hire Brohm and other
Cornerstone executives to run the company. Hilinski met with Brohm and another Cornerstone
executive at a “get-to-know-you dinner” in Texas. Hilinski subsequently called Old Reliant’s
owner in Texas expressing interest in the investment. On November 22, Nautic Partners and Old
Reliant signed a confidentiality agreement “in connection with [Nautic Partners’] evaluation of a
potential transaction with [Old Reliant],” and Nautic Partners began investigating the acquisition.
Nautic Partners’ due diligence included site visits to Old Reliant’s hospitals in Texas by
Hilinski and Chris Corey, another Nautic Partners employee. Cornerstone alleges that Brohm
disclosed Cornerstone’s confidential information to Nautic Partners during the due-diligence
1
The General Partner’s corporate representative testified that, despite its designation as manager of one of
the Funds, the General Partner has the same authority to act on behalf of all three.
2
Neither the Funds nor the General Partner has employees, office space, office equipment, or “similar
tangible resources.”
3
period and that Nautic Partners used that information to evaluate the Reliant deal. On January 7,
2011, Nautic Partners and Old Reliant signed a letter of intent summarizing the “terms and
conditions under which an entity . . . to be formed by funds affiliated with Nautic Partners” would
purchase Old Reliant’s assets. The letter further stated that “Nautic’s deal team has discussed the
proposed transaction with the members of Nautic’s Investment Committee, and this Letter is
submitted with the endorsement and excitement of that group.”
Hilinski presented the deal to the General Partner’s investment committee over three
meetings in Rhode Island in January and February 2011. On March 14, 2011, the committee
authorized the investment and issued a capital call to fund the deal. A chain of wholly owned
subsidiaries was established to facilitate the transaction, which closed March 23. On that date, the
Funds entered into a limited liability company agreement with Reliant Holding Company, 3 a new
Delaware LLC with its principal place of business in Texas, which the Funds describe as a “passive
investment vehicle.” In turn, Reliant Holding owned 100% of Reliant Pledgor, also a Delaware
LLC, which owned 100% of Reliant Opco Holding Corp., a Delaware corporation. Finally, Reliant
Pledgor and Reliant Opco owned, respectively, 99.9% and 0.1%4 of Reliant Acquisitions, LLC,
which would eventually change its name to Reliant Hospital Partners, LLC (New Reliant). 5 New
Reliant, a Delaware LLC with its principal place of business in Texas, entered into an asset-
purchase agreement with Old Reliant to acquire and operate its hospitals.
3
Hilinski signed the LLC agreement on behalf of Reliant Holding as its manager, and on behalf of all three
Funds as the General Partner’s managing director.
4
The record is inconsistent as to whether the respective ownership percentages were 99.9% and 0.1% or
99.99% and 0.01%.
5
The middle subsidiary layer, Reliant Pledgor, was created for tax purposes.
4
The money New Reliant used to purchase the hospitals came from the Funds’ capital
contributions to Reliant Holding. The purchase price was “deemed” to pass from the Funds to
Reliant Holding, from Reliant Holding to Reliant Pledgor, from Reliant Pledgor to New Reliant,
and finally from New Reliant to Old Reliant. In actuality, the Funds transferred the money to the
law firm that served as New Reliant’s disbursement agent, and the law firm transferred the
purchase price directly to Old Reliant. New Reliant’s transaction expenses on the deal included a
$1 million “transaction fee” to the General Partner and $85,000 to Nautic Partners to
reimbursement its expenses.
Immediately following the acquisition, Brohm and the other Executives resigned from
Cornerstone and joined New Reliant. Two weeks later, Cornerstone sued the Executives,6 New
Reliant, and Nautic Partners. Cornerstone later added as defendants, among others, Old Reliant,
the Funds, the General Partner, Hilinski, Corey, and one other Nautic Partners employee.
Cornerstone accuses the Executives of utilizing its proprietary and confidential information to
usurp a corporate opportunity for their own and New Reliant’s benefit, misappropriating
Cornerstone’s confidential information following their resignations, and breaching their fiduciary
duties. Cornerstone alleges the Nautic entities and employees conspired with and assisted the
executives in their tortious conduct. Cornerstone also asserts tortious interference claims against
these defendants.
The Funds and the General Partner, to which we will refer collectively as the respondents,
filed special appearances contesting the trial court’s personal jurisdiction over them. Nautic
6
Specifically, Cornerstone named as defendants former Cornerstone executives Brohm, Patrick Ryan,
Kenneth McGee, Jerry Huggler, and Chad Deardorff.
5
Partners, New Reliant, Hilinski, and the other Nautic Partners employees entered general
appearances and did not contest jurisdiction. The trial court granted the Funds’ special appearance
but denied the General Partner’s. Cornerstone appealed the former order, and the General Partner
appealed the latter. In separate opinions issued by different panels, the court of appeals affirmed
as to the Funds and reversed as to the General Partner, holding that Texas lacks jurisdiction over
all four entities. ___ S.W.3d ___ (Tex. App.—Dallas 2014); ___ S.W.3d ___ (Tex. App.—Dallas
2014). We granted Cornerstone’s petitions for review and consolidated the cases for oral
argument.7
II. Personal Jurisdiction Framework
In several recent cases, we have reaffirmed the well-established framework for analyzing
personal jurisdiction, both generally and more specifically in the business-tort context. Courts
have personal jurisdiction over a nonresident defendant when the state’s long-arm statute
authorizes such jurisdiction and its exercise comports with due process. TV Azteca v. Ruiz, ___
S.W.3d ___, ___ (Tex. 2016). We have held that “the requirements of the Texas long-arm statute
are satisfied if an assertion of jurisdiction accords with federal due-process limitations,” and those
limitations therefore guide our analysis. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569,
575 (Tex. 2007). A state’s exercise of jurisdiction comports with federal due process if the
7
We have jurisdiction over interlocutory appeals in which the court of appeals “holds differently from a prior
decision of” this Court, meaning that “there is inconsistency in the[] respective decisions that should be clarified to
remove unnecessary uncertainty in the law and unfairness to litigants.” TEX. GOV’T CODE § 22.225(c), (e).
Cornerstone argues that the court of appeals’ decisions conflict with this Court’s opinion in Spir Star AG v. Kimich,
in which we held that a nonresident manufacturer that “intentionally targets Texas as the marketplace for its products”
may not escape Texas’s jurisdiction with respect to product-liability claims “merely by forming a Texas affiliate” to
make the sales. 310 S.W.3d 868, 871, 875 (Tex. 2010). The court of appeals found Spir Star’s reasoning inapposite
outside the stream-of-commerce context applicable to product claims, revealing uncertainty to be clarified in this area.
6
nonresident defendant has “minimum contacts” with the state and the exercise of jurisdiction “does
not offend ‘traditional notions of fair play and substantial justice.’” Walden v. Fiore, 134 S.Ct.
1115, 1121 (2014) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)).8
The “touchstone” of a minimum-contacts analysis is purposeful availment. Michiana Easy
Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 784 (Tex. 2005). To that end, a “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 Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 (Tex. 2013) (quoting
Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333, 338 (Tex. 2009)). Three
primary considerations underlie the purposeful-availment analysis: (1) only the defendant’s
contacts with the forum 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 the jurisdiction” such
that it impliedly consents to suit there. Michiana, 168 S.W.3d at 785 (citations and internal
quotation marks omitted). Although “physical presence in the forum” is “a relevant contact,” it
“is not a prerequisite to jurisdiction.” Walden, 134 S.Ct. at 1122.
A defendant’s contacts with the forum may give rise to either general or specific
jurisdiction. General jurisdiction is established by a defendant’s “continuous and systematic”
contacts that render it “essentially at home in the forum State,” irrespective of whether the
8
The ultimate question of whether Texas courts have personal jurisdiction over a nonresident defendant is
one of law that we review de novo. Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 (Tex. 2013).
“When, as here, the trial court does not issue findings of fact and conclusions of law, we imply all relevant facts
necessary to support the judgment that are supported by evidence.” Id.
7
defendant’s alleged liability arises from those contacts. TV Azteca, ___ S.W.3d at ___ (quoting
Daimler AG v. Bauman, 134 S.Ct. 746, 754 (2014)) (internal quotation marks omitted); Moki Mac,
221 S.W.3d at 575. Specific jurisdiction arises when the plaintiff’s cause of action “arises from
or relates to the defendant’s contacts.” Spir Star AG v. Kimich, 310 S.W.3d 868, 873 (Tex. 2010).
Our inquiry in this case is confined to specific jurisdiction, which requires us to “focus on the
relationship among the defendant, the forum[,] and the litigation.” Moki Mac, 221 S.W.3d at 575–
76 (citations and internal quotation marks omitted).
III. Analysis
A. Minimum Contacts
Cornerstone argues that the Funds, via the General Partner,9 established minimum contacts
with Texas by purchasing Texas hospitals through wholly owned subsidiary New Reliant. No
disagreement should exist, Cornerstone contends, that these contacts were purposeful as opposed
to random or fortuitous, and that the respondents sought a benefit or profit from the Texas
investment. Cornerstone couches the dispute as whether the Texas contacts “count against” the
Funds and the General Partner even though New Reliant actually purchased the hospitals.
According to Cornerstone, they do. “[N]obody else made the decision to acquire these Texas
hospitals,” Cornerstone asserts, “because nobody else had the money.”
By contrast, the respondents describe their role in the underlying events as “limited to
creating and funding a subsidiary that, in turn, indirectly invested in the Reliant hospital chain
9
It is undisputed that the General Partner acted on the Funds’ behalf in all matters related to the Reliant
transaction. See Lee Harris, A Critical Theory of Private Equity, 35 DEL. J. CORP. L. 259, 269 (2010) (noting that in
a limited partnership “the general partner raises the fund, manages and operates the fund, owes duties to the fund, and
acts as an agent of the fund vis-a-vis third parties”). For example, as noted, the General Partner approved the
investment and signed the LLC agreement on each of the Funds’ behalf.
8
through further subsidiaries.” They cite settled law that the contacts of distinct legal entities,
including parents and subsidiaries, must be assessed separately for jurisdictional purposes unless
the corporate veil is pierced. E.g., PHC-Minden, LP v. Kimberly-Clark Corp., 235 S.W.3d 163,
172–73 (Tex. 2007). They argue in turn that, because “the record shows that it was the Funds’
indirect subsidiary, New Reliant, not the Funds themselves that had direct contacts with Texas,”
and because Cornerstone has never argued or proved that New Reliant’s contacts may be attributed
to the respondents under a veil-piercing theory, jurisdiction over the respondents is lacking. The
court of appeals agreed, holding that the Funds “took no direct action in Texas” and merely
“invested in New Reliant through subsidiaries.” ___ S.W.3d at ___. Similarly, the court held that
“Cornerstone did not present evidence of [the General Partner’s] contacts with Texas related to the
Reliant hospital acquisition and did not rebut [the General Partner’s] evidence that it did not have
[such] contacts.” ___ S.W.3d at ___ (emphasis omitted).
The respondents are correct that “so long as a parent and subsidiary maintain separate and
distinct corporate entities, the presence of one in a forum state may not be attributed to the other.”
PHC–Minden, 235 S.W.3d at 172 (quoting Hargrave v. Fibreboard Corp., 710 F.2d 1154, 1160
(5th Cir. 1983)); see also Cannon Mfg. Co. v. Cudahy Packing Co., 267 U.S. 333, 335 (1925).
They are also correct that Cornerstone has not argued that the Funds and their subsidiaries failed
to maintain their legal separateness or that the Texas contacts of any one of those entities could or
should be attributed to any other. Accordingly, New Reliant’s Texas contacts—specifically, its
ownership and operation of hospitals in Texas—could not in and of themselves subject New
Reliant’s limited-partner parent companies and their general partner to Texas’s jurisdiction. But
9
we disagree with the respondents that the Funds’ use of a subsidiary to purchase the hospitals
effectively ends the inquiry.
The respondents frame the acquisition of Old Reliant’s assets as a succession of events: the
General Partner’s investment committee met in Rhode Island for presentations by Nautic Partners
and the prospective Reliant management team (i.e., the Cornerstone executives) about the
investment; the General Partner authorized the Funds to invest in Reliant Holding and issued a
capital call (actions that also took place in Rhode Island); the Funds created Reliant Holding
pursuant to that authorization; Reliant Holding formed Reliant Pledgor and Reliant Opco; Reliant
Pledgor and Reliant Opco formed New Reliant; and New Reliant acquired the hospitals. But in
reality, these events were all part of one overarching transaction that closed March 23, 2011.
The LLC agreement between Reliant Holding and its members (the Funds), which had a
March 23 effective date, provided that the members’ capital contributions to Reliant Holding
would be used as “a contribution to capital to one or more Subsidiaries to effect the consummation
of the transactions contemplated by the Asset Purchase Agreement and payment of certain
transaction expenses related thereto on the Effective Date.” The referenced Asset Purchase
Agreement was the agreement between New Reliant and Old Reliant for the hospitals’ purchase.
Thus, the money the Funds invested in Reliant Holding—which, incidentally, listed its principal
place of business as Addison, Texas—was contractually required to be used for New Reliant’s
purchase of the Reliant hospitals. And as noted above, the purchase money was transferred by the
10
Funds directly to the law firm serving as New Reliant’s disbursement agent, and from the agent to
Old Reliant.10
Further, all of the Funds’ relevant subsidiaries, from Reliant Holding to New Reliant, were
newly created to complete the transaction that the respondents set in motion. Cornerstone is not
attempting to attribute the contacts established by New Reliant as a going concern to the Funds or
the General Partner. Rather, it is seeking to trace the purchase of Texas assets to the entities that
spearheaded and directed the transaction, and ultimately stood to profit from it. We agree with
Cornerstone that “[k]eeping legal entities distinct does not mean they can escape jurisdiction by
splitting an integrated transaction into little bits.” Although “only the defendant’s contacts with
the forum” count, not “the unilateral activity of another party or a third person,” the Reliant deal
did not stem from a third party’s unilateral activity; it was the result of a transaction stemming
from the activity of the respondents themselves. Michiana, 168 S.W.3d at 785.
The General Partner argues that its state of mind when it acted in Rhode Island to direct
the investment is irrelevant to whether it had contacts with Texas. See id. at 791 (“Business
contacts are generally a matter of physical fact, while tort liability . . . turns on what the parties
thought, said, or intended.”). But whether the respondents’ conduct was ultimately tortious is not
before us and is not relevant to the minimum-contacts analysis. Id. at 790 (holding that purposeful
availment does not depend on “whether a tort was directed toward Texas” because, if it did, “a
nonresident may defeat jurisdiction by proving there was no tort”). Further, this is not a case in
10
The respondents maintain that the disbursement agent “credited and debited the money to each subsidiary”
and that “corporate formalities were observed.” That may be the case, but the document on which the respondents
rely expressly distinguishes between the “deemed” transaction sequence involving the chain of subsidiaries and the
“actual transfers” documented above.
11
which jurisdiction turns on the mere foreseeability of causing injury in Texas. Id. at 787. Instead,
the Funds, through the General Partner, targeted Texas assets in which to invest and sought to
profit from that investment.11
By contrast, we hold today in Searcy v. Parex Resources, Inc. that Texas lacks jurisdiction
over a Canadian company that was sued for tortious interference with the plaintiff’s agreement to
purchase shares of a Bermuda corporation’s subsidiary, which owned Colombian oil-and-gas
operations. ___ S.W.3d ___, ___ (Tex. 2016). Although the seller of the shares had operations in
Texas and communicated with the Canadian company in Texas, we concluded that the seller’s
Texas presence was “coincidental” as far as the Canadian company was concerned because it “was
not specifically seeking out a Texas seller or Texas assets.” Id. at ___. Conversely, the
respondents here specifically sought both a Texas seller and Texas assets. Accordingly, we hold
that the respondents’ contacts with Texas were “purposeful” and that the respondents sought “some
benefit, advantage, or profit by availing [themselves] of the jurisdiction” such that they impliedly
consented to suit here.12 Michiana, 168 S.W.3d at 785.
Because Cornerstone alleges the respondents’ minimum contacts give Texas specific,
rather than general, jurisdiction over the respondents, we must determine whether Cornerstone’s
11
The Funds’ corporate representative testified about the “lifespan” of a private-equity fund, explaining:
“Usually the lifespan is, you have five to six years to make your investments, and then the partnership itself has a 10-
year life cycle, with possible extensions.” He noted that, at the time of his deposition, one of the Funds was “towards
the end of its investment cycle” and therefore “somewhere between the earliest one-third or mid-life of its life cycle.”
The Funds thus appear to have been established in a manner consistent with the typical private-equity fund
arrangement. See Harris, 35 DEL. J. CORP. L. at 279 (noting that “parties to a private equity limited partnership
frequently agree that the limited partnership shall terminate after some finite period, usually ten years”).
12
The parties dispute whether the trial court’s denial of the General Partner’s plea to the jurisdiction is
supported by evidence that Hilinski acted on behalf of the General Partner, rather than (or in addition to) Nautic
Partners, when he conducted due diligence on the Reliant deal in Texas. Our analysis above renders it unnecessary to
address this dispute.
12
causes of action arise from or relate to the respondents’ purposeful contacts with Texas. Spir Star,
310 S.W.3d at 873. We have held that this standard requires “a substantial connection between
those contacts and the operative facts of the litigation.” Moki Mac, 221 S.W.3d at 585.
Cornerstone alleges that the respondents used Cornerstone’s confidential information to divert the
Reliant deal and that the transaction itself, which culminated in the Funds’ subsidiary’s purchase
of Old Reliant’s assets, constituted tortious interference as well as aiding and abetting the
Executives’ usurpation of the Reliant opportunity. Because the facts surrounding the Reliant
transaction—which is the crux of the respondents’ purposeful contact with Texas—will be the
focus of the claims against the respondents at trial,13 we hold that those claims arise out of the
respondents’ Texas contacts.
B. Fair Play and Substantial Justice
Having determined that the respondents have minimum contacts with Texas, we turn to
whether the exercise of personal jurisdiction comports with traditional notions of fair play and
substantial justice, as due process requires. Walden, 134 S.Ct. at 1121. Relevant factors in this
analysis include, where appropriate:
(1) the burden on the defendant; (2) the interests of the forum in adjudicating the
dispute; (3) the plaintiff’s interest in obtaining convenient and effective relief; (4)
the international judicial system’s interest in obtaining the most efficient resolution
of controversies; and (5) the shared interest of the several nations in furthering
fundamental substantive social policies.
13
We noted in Moncrief that “a court need not assess contacts on a claim-by-claim basis if all claims arise
from the same forum contacts.” 414 S.W.3d at 150–51.
13
Moncrief, 414 S.W.3d at 155 (citing Spir Star, 310 S.W.3d at 878). As we have recognized, if “a
nonresident has minimum contacts with the forum, rarely will the exercise of jurisdiction over the
nonresident not comport with [such] notions.” Id. at 154–55 (emphasis added).
This is not one of those rare occasions. Nautic Partners, Hilinski, and others associated
with the Nautic entities are already litigating in Texas and have not challenged jurisdiction. Any
added burden on the respondents is relatively minimal and does not outweigh Texas’s interest in
adjudicating a dispute involving the alleged usurpation of a corporate opportunity in Texas
involving Texas assets. Further, litigating the claims against the respondents together with the
claims against the other Nautic entities and individuals promotes judicial economy. See id. at 155.
Accordingly, we hold that exercising personal jurisdiction over the respondents comports with
traditional notions of fair play and substantial justice.
IV. Conclusion
The trial court has personal jurisdiction over the Funds and the General Partner. We reverse
the court of appeals’ judgments and remand to the trial court for further proceedings.
________________________________
Debra H. Lehrmann
Justice
OPINION DELIVERED: June 17, 2016
14