Adam Largent v. Cassius Classic Cars & Exotics, LLC

In the
Court of Appeals
Second Appellate District of Texas
at Fort Worth
___________________________
No. 02-20-00248-CV
___________________________

ADAM LARGENT, Appellant

V.

CASSIUS CLASSIC CARS & EXOTICS, LLC, Appellee

On Appeal from the 48th District Court
Tarrant County, Texas
Trial Court No. 048-316092-20

Before Kerr, Birdwell, and Wallach, JJ.
Memorandum Opinion by Justice Birdwell
 MEMORANDUM OPINION

In 2020, Cassius Classic Cars & Exotics, LLC brought suit in Texas against Adam

Largent, a Washington resident. Cassius alleged DTPA violations, fraud, breach of

contract, and negligence. Largent filed a special appearance in which he argued that

Texas lacked personal jurisdiction over him. The trial court denied the special

appearance, and Largent appealed.

In resolving this appeal, we draw guidance from Moncrief Oil International Inc. v.

OAO Gazprom, 414 S.W.3d 142, 147 (Tex. 2013). That case’s comparable facts and

salient reasoning show that Texas can assert specific jurisdiction over Cassius’s DTPA,

fraud, and contract claims. However, Moncrief Oil also counsels that Cassius fell short

of establishing minimum contacts for its negligence claim. We therefore reverse and

render a judgment of dismissal as to the negligence claim. We affirm the denial of the

special appearance in all other respects.

I. STANDARD OF REVIEW

In a challenge to personal jurisdiction, the plaintiff and the defendant bear

shifting burdens of proof. Old Republic Nat’l Title Ins. v. Bell, 549 S.W.3d 550, 559 (Tex.

2018). The plaintiff bears the initial burden of pleading allegations that suffice to permit

a court’s exercise of personal jurisdiction over the nonresident defendant. Id.; Searcy v.

Parex Res., Inc., 496 S.W.3d 58, 66 (Tex. 2016). To determine whether the plaintiff

satisfied its pleading burden and to determine the basis for jurisdiction alleged by the

plaintiff, a court considers the allegations in the plaintiff’s petition as well as those in its

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response to the defendant’s special appearance. Am. Refrigeration Co. v. Tranter, Inc., No.

02-15-00265-CV, 2016 WL 5957018, at *3 (Tex. App.—Fort Worth Oct. 13, 2016, no

pet.) (mem. op.); accord Madison Dev. Grp. LLC v. Mattress Firm, Inc., 608 S.W.3d 376,

388–89 (Tex. App.—Houston [1st Dist.] 2020, no pet.). Once the plaintiff has met this

burden, the defendant then assumes the burden of negating all potential bases for

personal jurisdiction in the plaintiff’s pleadings. Searcy, 496 S.W.3d at 66.

The ultimate question of whether a court has personal jurisdiction over a

nonresident defendant is a question of law we review de novo. Old Republic, 549 S.W.3d

at 558. When 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.; Moncrief Oil, 414 S.W.3d at 150. We may review these findings for legal

and factual sufficiency. BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex.

2002).

II. APPLICABLE LAW

Texas courts have personal jurisdiction over a defendant when the Texas long-

arm statute grants jurisdiction and the exercise of jurisdiction comports with federal

and state constitutional guarantees of due process. Searcy, 496 S.W.3d at 66. Texas’s

long-arm statute stretches as far as due process will allow, so federal due-process

requirements shape the contours of Texas courts’ jurisdictional reach. Id.

A state’s exercise of jurisdiction comports with federal due process if (1) the

nonresident defendant has “minimum contacts” with the state and (2) the exercise of

3
jurisdiction “does not offend traditional notions of fair play and substantial justice.”

Cornerstone Healthcare Grp. Holding, Inc. v. Nautic Mgmt. VI, L.P., 493 S.W.3d 65, 70 (Tex.

2016) (cleaned up) (quoting Walden v. Fiore, 571 U.S. 277, 283, 134 S. Ct. 1115, 1121

(2014)). 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, 414 S.W.3d at 150. 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 forum such that it impliedly consents to suit there. Cornerstone, 493

S.W.3d at 70–71. Although physical presence in the forum is a relevant contact, it is

not a prerequisite to jurisdiction. Cornerstone, 493 S.W.3d at 71 (quoting Walden, 571

U.S. at 285, 134 S. Ct. at 1122).

Minimum contacts may create either general or specific personal jurisdiction.

TV Azteca v. Ruiz, 490 S.W.3d 29, 37 (Tex. 2016). A court has general jurisdiction over

a nonresident defendant whose affiliations with the state are so continuous and

systematic as to render it essentially at home in the forum state. Daimler AG v. Bauman,

571 U.S. 117, 127, 134 S. Ct. 746, 754 (2014). For an individual such as Largent, the

paradigm forum for the exercise of general jurisdiction is the individual’s domicile. Id.

at 137, 134 S. Ct. at 760. When a court has general jurisdiction over a nonresident, it

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may exercise jurisdiction “even if the cause of action did not arise from activities

performed in the forum state.” TV Azteca, 490 S.W.3d at 37 (quoting Spir Star AG v.

Kimich, 310 S.W.3d 868, 872 (Tex. 2010)).

“Unlike general jurisdiction, which requires a more demanding minimum

contacts analysis, specific jurisdiction may be asserted when the defendant’s forum

contacts are isolated or sporadic, but the plaintiff’s cause of action arises out of those

contacts with the state.” Spir Star, 310 S.W.3d at 873 (citations and internal quotations

omitted). To assess whether there is specific jurisdiction, we focus on the relationship

among the defendant, the forum, and the litigation. Id. Specific jurisdiction is

appropriate when (1) the defendant’s contacts with the forum state are purposeful, and

(2) the cause of action arises from or relates to the defendant’s contacts. Id. Parties

who reach out beyond one state and create continuing relationships and obligations

with citizens of another state are subject to regulation and sanctions in the other state

for the consequences of their activities. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 473,

105 S. Ct. 2174, 2182 (1985); Moncrief Oil, 414 S.W.3d at 151. Where individuals

purposefully derive benefit from their interstate activities, it may well be unfair to allow

them to escape having to account in other states for consequences that arise proximately

from such activities. Burger King, 471 U.S. at 473–74, 105 S. Ct. at 2183. However, “but-

for causation alone is insufficient” to establish minimum contacts; it is not enough that

the harm would not have been possible without the defendant’s contacts. Moncrief Oil,

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414 S.W.3d at 157 (citing Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 585 (Tex.

2007)).

Specific jurisdiction requires us to analyze jurisdictional contacts on a claim-by-

claim basis. Id. at 150. A plaintiff bringing multiple claims that arise out of different

forum contacts of the defendant must establish specific jurisdiction for each claim. Id.

III. MINIMUM CONTACTS

On appeal, Largent brings three issues, which relate to (1) whether the trial court

erred in denying the special appearance (2) because there is no general jurisdiction and

(3) no specific jurisdiction.

In Cassius’s petition and response to the special appearance, it alleged the

following facts pertaining to Largent’s contacts with Texas:

• Largent marketed himself online as a seller of vintage trucks and a restoration

expert, and the Texas-based company Cassius came across that marketing.

Cassius bought a truck from Largent through an eBay auction. After the auction,

Largent called Cassius in Texas, without any invitation on Cassius’s part, to

inquire about doing further business.

• Largent proposed a plan: Cassius would loan Largent a truck and a trailer (which

were located in Texas), and Largent would transport two vintage Broncos

belonging to Cassius from Texas to Washington for restoration. On the call,

Largent also convinced Cassius to meet with him in person.

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 • Largent traveled to Cassius’s office in Texas to pitch the company on a

continuing business venture. Largent gave a prepared sales presentation in which

he represented that he had the skill required to restore vintage vehicles for a

fraction of his competitor’s prices.

• At the meeting, Largent and Cassius negotiated a contract price ($15,000) for the

plan to haul Cassius’s Broncos back to Largent’s shop in Washington. While

Largent was in Texas, Cassius paid him the $15,000 and lent him the truck and

trailer.

• Once back in Washington, Largent neglected to repair the Broncos.

• Via communications with Texas, Largent continued to sell Cassius vehicles that

Largent assured were of the highest quality.

• Largent told Cassius that the truck he had used to haul the Broncos to

Washington was “fried.” Largent convinced Cassius to pay for third-party

shipping to get the truck back to Texas, whereupon Cassius learned that it was

simply out of fuel. Cassius began to question the quality of Largent’s work. It

told Largent to stop all work, but Largent continued to do unauthorized

restorative work and bill Cassius for it in Texas. Cassius also demanded the

return of its truck and trailer, but Largent failed to return them.

Cassius brought four causes of action against Largent: DTPA violations, fraud, breach

of contract, and negligence.

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 Based on this factual scenario, we see nothing that approaches general

jurisdiction. There was little about Largent’s dealings with Cassius or his single visit to

the state that would have made him essentially at home here. See Daimler, 571 U.S. at

127, 134 S. Ct. at 754. We sustain Largent’s second issue. Thus, the question is whether

Texas may assert specific jurisdiction over Cassius’s claims.

Moncrief Oil provides a useful framework for analyzing specific jurisdiction in this

case. There, the Texas-based oil company Moncrief Oil had a business relationship

with the Russian oil company Gazprom. Moncrief Oil, 414 S.W.3d at 148. Moncrief Oil

also had dealings with the California-based Occidental Petroleum, with which it had an

alleged trade secret: a planned joint venture to build a gas facility in Texas. Id. In 2004,

the three companies began talks to establish a natural gas importing concern in the US.

Id. During negotiations, Moncrief Oil disclosed its trade-secret information to

Gazprom at various meetings, first in Russia, then in Washington D.C., Boston, and

Texas. Id. But Gazprom later met with Occidental representatives in California, and

the meeting allegedly led Occidental to terminate its proposed joint venture with

Moncrief Oil. Id. Gazprom’s subsidiary then formed its own US subsidiary to sell

natural gas to the US market. Id. at 148–49.

Moncrief Oil sued Gazprom and its subsidiaries for trade-secret

misappropriation and tortious interference with its Occidental business dealings. Id. at

149. The trial court granted the Gazprom defendants’ special appearances. Id.

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 On appeal, the Texas Supreme Court reversed in part, holding that Texas courts

could exercise personal jurisdiction over the trade-secret tort claims because they arose,

in substantial part, from business meetings held in Texas where the trade secrets were

divulged. Id. at 153–54. However, the court held that Texas could not maintain

jurisdiction over the tortious-interference claims because, in relevant part, they arose

from the California meeting that allegedly led to the termination of Occidental’s joint

venture with Moncrief Oil. Id. at 156–57.

Similar treatment is warranted here. As with Moncrief Oil’s trade-secret claim,

Cassius’s claims for DTPA violations, fraud, and breach of contract arose in large part

from a meeting in Texas as well as other contacts with Texas. In light of those

substantial contacts and their connection to Cassius’s causes of action, these claims

satisfy the first prong of our due-process inquiry. However, as we explain, Cassius’s

negligence claim better resembles Moncrief Oil’s tortious-interference claims in that the

negligence claim has little to do with the Texas meeting or any other Texas contacts,

and therefore, specific jurisdiction over that claim is not appropriate.

A. Cassius’s DTPA, Fraud, and Contract Claims

The initial dealings between Largent and Cassius, which took place via eBay and

telephone, make only minor contributions to our minimum-contacts analysis.1 A more

1
The alleged fact that Cassius bought a car from Largent via eBay, standing alone,
adds little to the jurisdictional mix, because the website was not Largent’s own dedicated
ecommerce site and there was no allegation that it offered a substantial opportunity for

9
significant and substantial set of contacts was that Largent arranged and attended a

meeting in Texas in order to propose a continuing business arrangement with Cassius,

to negotiate and seal an agreement, to borrow a truck and trailer, and to collect and haul

the two Broncos back to Washington. Three of Cassius’s claims—DTPA, fraud, and

breach of contract—appear to arise from those purposeful Texas contacts. As Cassius

explained in its response to the special appearance, Largent made fraudulent and

deceptive representations during the Texas meeting, including representations

concerning Largent’s qualifications and the quality of his cars. Furthermore, the Texas

meeting birthed the continuing contractual relationship that Largent allegedly breached

in the ensuing months, and Largent partially performed the first of the contracts in

Texas. Just as Moncrief Oil’s trade-secret claims could constitutionally be heard in

Texas because they partially arose out of a set of Texas meetings in which Moncrief Oil

pitched Gazprom a business venture, Texas may validly assert specific jurisdiction over

online interaction between Largent and Cassius. See Michel v. Rocket Eng’g Corp., 45
S.W.3d 658, 677 (Tex. App.—Fort Worth 2001, no pet.) (explaining that dedicated
ecommerce sites and sites that offer substantial opportunities for interaction may give
rise to minimum contacts, whereas “passive” sites do not); see, e.g., Karstetter v. Voss, 184
S.W.3d 396, 405 (Tex. App.—Dallas 2006, no pet.) (holding a car sale via eBay
insufficient to establish minimum contacts where “the interaction between the parties
was minimal”). Likewise, Largent’s phone call to Texas brings Cassius little closer to
establishing minimum contacts. See Michiana Easy Livin’ Country, Inc. v. Holten, 168
S.W.3d 777, 791 (Tex. 2005); Furtek & Assocs., L.L.C. v. Maxus Healthcare Partners, LLC,
No. 02-15-00309-CV, 2016 WL 1600850, at *5 (Tex. App.—Fort Worth Apr. 21, 2016,
no pet.) (mem. op.).

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three of Cassius’s claims because they germinated from the Texas meeting in which

Largent proposed a venture to Cassius.

The Moncrief Oil opinion offered several reasons in defense of its holding, and

those very same rationales lend support to the exercise of personal jurisdiction over

Cassius’s DTPA, fraud, and contract claims. “[A] nonresident’s contacts are not

unilateral or random and fortuitous when the defendant has created continuing

obligations between himself and residents of the forum, which shields the nonresident

with the benefits and protections of the forum’s laws.” Id. at 151 (quotations omitted).

Jurisdiction is proper where the contacts proximately result from actions by the

defendant himself that create a substantial connection with the forum state, and “[a]

substantial connection can result from even a single act.” Id. “Physical presence in the

state is not required but frequently will enhance a potential defendant’s affiliation with

a [s]tate and reinforce the reasonable foreseeability of suit there.” Id. at 152 (internal

quotations omitted). Here, Largent’s conduct during his visit to Texas resulted in

continuing obligations that were protected by Texas law, and his commission of torts

and his entry into and partial performance of a contract while physically present in the

state should have made the possibility of suit here keenly foreseeable.

The allegations that Largent committed torts and sealed contracts here also

enhances this state’s constitutional stake in the matter. “[I]t is beyond dispute that a

forum has a significant interest in redressing injuries that actually occur within the

[s]tate.” Id. (cleaned up) (quoting Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 776, 104

11
S. Ct. 1473, 1479 (1984)). “A state has an especial interest in exercising judicial

jurisdiction over those who commit torts within its territory.” Id. (quoting Keeton, 465

U.S. at 776, 104 S. Ct. at 1479). “This is because torts involve wrongful conduct which

a state seeks to deter, and against which it attempts to afford protection, by providing

that a tortfeasor shall be liable for damages which are the proximate result of his tort.”2

Id. (quoting Keeton, 465 U.S. at 776, 104 S. Ct. at 1479). “Of course, states have an

interest in protecting against more than torts, and the Supreme Court has recognized

state interests in protecting regulatory schemes and contracts as well.” Id. These

contract and tort considerations could be said to lower our bar for minimum contacts,

because the forum state’s “interest in adjudicating the dispute” may “serve to establish

the reasonableness of jurisdiction upon a lesser showing of minimum contacts than

would otherwise be required.” Burger King, 471 U.S. at 477, 105 S. Ct. at 2184.

The Moncrief Oil court emphasized that the Gazprom defendants’ “contacts were

purposeful and substantial because their activity was aimed at getting extensive business

in or from the forum state” and that the Gazprom defendants had a say in whether or

not to come to Texas and attend the meeting. See 414 S.W.3d at 153 (internal quotation

omitted). Likewise, here, Largent was not swept into Texas through no accord of his

2
To wit, the Moncrief Oil court quoted the Fifth Circuit’s holding in a prior appeal
that “even without other contacts, jurisdiction would exist if Gazprom committed a
tort while in the state.” 414 S.W.3d at 148 (quoting Moncrief Oil Int’l Inc. v. OAO
Gazprom, 481 F.3d 309, 314 (5th Cir. 2007)).

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own; he specifically elected to come to Texas with the goal of enlarging his business

prospects in the state.

Finally, the effect of the DTPA violations, fraud, and the contracts’ fulfillment

or breach would be felt in Texas. See Walden, 571 U.S. at 287, 134 S. Ct. at 1123 (citing

Calder v. Jones, 465 U.S. 783, 788–89, 104 S. Ct. 1482, 1486 (1984)) (reaffirming Calder’s

reasoning: the fact that the “brunt” of the alleged injury would be felt in the forum

state contributes to minimum contacts). But see Searcy, 496 S.W.3d at 68–69 (cautioning

that this sort of effects-based reasoning alone is insufficient to establish personal

jurisdiction). Specifically, as to the breach-of-contract claim, Burger King recognized that

a “contract is ordinarily but an intermediate step serving to tie up prior business

negotiations with future consequences which themselves are the real object of the

business transaction.” 471 U.S. at 479, 105 S. Ct. at 2185 (internal quotation omitted).

“It is these factors—prior negotiations and contemplated future consequences, along

with the terms of the contract and the parties’ actual course of dealing—that must be

evaluated in determining whether the defendant purposefully established minimum

contacts within the forum.” Id., 105 S. Ct. at 2185; Leonard v. Salinas Concrete, LP, 470

S.W.3d 178, 190 (Tex. App.—Dallas 2015, no pet.). Here, the central aim of the

contract was to obtain a set of consequences—restored classic cars—that Largent

would deliver to Texas in exchange for remuneration from a Texas resident, and the

effect of the breach—deprivation of property and finances—would have been felt in

Texas as well. The allegation that the torts’ harm and the contracts’ fulfillment or

13
breach would have been felt in Texas adds at least something to the quality of the

contacts, see Walden, 571 U.S. at 287, 134 S. Ct. at 1123; Burger King, 471 U.S. at 479, 105

S. Ct. at 2185, even though that allegation would not, were it by itself,3 automatically

carry the day. See Searcy, 496 S.W.3d at 68–69.

The sum of these considerations, as applied to the facts alleged before us,

provides mounting support for Cassius’s case on minimum contacts with respect to

these three claims. Indeed, in City of White Settlement v. Emmons, we held on analogous

facts that a meeting in Texas, at which the defendant negotiated a contract with a Texas

resident concerning Texas-based assets, was sufficient to show minimum contacts for

the resulting breach-of-contract claim. No. 02-17-00358-CV, 2018 WL 4625823, at *16

(Tex. App.—Fort Worth Sept. 27, 2018, pet. denied) (mem. op.); see, e.g., Hoagland v.

Butcher, 474 S.W.3d 802, 814–15 (Tex. App.—Houston [14th Dist.] 2014, no pet.)

3
Courts should avoid a “divide and conquer” approach to minimum contacts.
Rome v. Reyes, 401 P.3d 75, 82 (Colo. App. 2017). “We cannot isolate each individual
contact when assessing whether the [plaintiff] has raised a reasonable inference of
jurisdiction over [the defendant]. Instead, we consider the contacts in their totality.”
Id.; accord Chloe v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 164 (2d Cir. 2010) (“[W]e
look to the totality of Defendants’ contacts with the forum state.”); Stuart v. Spademan,
772 F.2d 1185, 1192 (5th Cir. 1985) (“While the number of contacts with the forum
state is not determinative, it is indeed one of the relevant factors to be considered within
the totality of the circumstances in assessing the propriety of exercising personal
jurisdiction over a nonresident.”); see Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 99 (3d
Cir. 2004) (assessing the “totality” of contacts); Lanier v. Am. Bd. of Endodontics, 843 F.2d
901, 908–09 (6th Cir. 1988) (same); 2007 E. Meadows, L.P. v. RCM Phoenix Partners,
L.L.C., 310 S.W.3d 199, 208–09 (Tex. App.—Dallas 2010, pet. denied) (same); Ark Of
Safety Christian Church, Inc. v. Church Loans & Invs. Tr., No. 07-05-0273-CV, 2006 WL
334280, at *4 (Tex. App.—Amarillo Feb. 14, 2006, no pet.) (mem. op.) (same); Michel,
45 S.W.3d at 681–82 (same).

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(holding jurisdictional allegations sufficient to show minimum contacts, in part because

the defendants traveled to Texas to propose and secure a continuing contractual

relationship with a Texas resident that contemplated partial performance in Texas). In

Emmons, we further held that “[a] nonresident who, while physically present in the [s]tate

of Texas, makes statements alleged to be fraudulent is subject to specific jurisdiction in

Texas in a subsequent action arising from the statement.” See 2018 WL 4625823, at

*14; Patel v. Pate, No. 02-16-00313-CV, 2017 WL 2871684, at *5 (Tex. App.—Fort

Worth July 6, 2017, no pet.) (mem. op.); see, e.g., Peter v. Stern, No. 05-20-00021-CV, 2020

WL 4783192, at *5 (Tex. App.—Dallas Aug. 18, 2020, pet. filed) (mem. op.) (holding

that the defendant’s recruitment of an investor, which took place in Texas and was the

basis for a fraud claim, was sufficient to establish minimum contacts). True to these

holdings, we conclude that Cassius carried its initial burden to allege sufficient minimum

contacts for his DTPA, fraud, and contract claims.

The burden therefore shifted to Largent to negate all potential bases for personal

jurisdiction in Cassius’s pleadings. See Searcy, 496 S.W.3d at 66. The nonresident

defendant can negate jurisdiction on either a factual or legal basis. Kelly v. Gen. Interior

Constr., Inc., 301 S.W.3d 653, 659 (Tex. 2010). Factually, the defendant can present

evidence that it has no contacts with Texas, effectively disproving the plaintiff’s

allegations. Id. Legally, the defendant can show that even if the plaintiff’s alleged facts

are true, the evidence is legally insufficient to establish jurisdiction; the defendant’s

contacts with Texas fall short of purposeful availment; for specific jurisdiction, that the

15
claims do not arise from the contacts; or that traditional notions of fair play and

substantial justice are offended by the exercise of jurisdiction. Id.

Much of Largent’s affidavit concerned the contacts that he did not have with

Texas. For example, he testified,

I do not employ any representatives who reside or travel in Texas. I do
not market to Texas nor do I send any sales brochures into the state of
Texas. I do not maintain any offices in the state of Texas. I do not own
any property in Texas, nor have I ever filed a lawsuit in Texas.
None of these averments, even if true, tend to negate Cassius’s factual allegations

concerning the Texas contacts that Largent did have for purposes of specific

jurisdiction. If anything, the logical thrust of this testimony is that Largent’s contacts

were not so continuous, systematic, and pervasive that Texas could exercise general

jurisdiction over him. But we have already concluded that there is no basis for general

jurisdiction.

Elsewhere in his affidavit, Largent implicitly disputed at least one of Cassius’s

allegations on a factual basis. Largent testified that after Cassius purchased the first

vehicle on eBay, it was Cassius that contacted Largent to explain that it was interested

in buying more vehicles and having Largent restore the two Broncos. This testimony

ran counter to Cassius’s allegation that Largent reached out to Cassius first and initiated

discussions concerning the Broncos.

However, we have already determined that the effect of these initial phone calls

pales in comparison to the significance of the Texas meeting as well as the torts and

16
contracts that allegedly resulted. Largent’s affidavit leaves those allegations—and the

implied findings that stem from them—unchallenged and intact. See Old Republic, 549

S.W.3d at 558. In light of those undisputed allegations, we conclude Largent did not

factually negate the pleaded bases for personal jurisdiction.

And the content of Largent’s affidavit offers no reason to conclude that Cassius’s

jurisdictional pleadings are legally inadequate. True, as to the contract claim, Largent’s

affidavit indicates that many of the alleged contractual breaches would have occurred

in Washington, if they occurred at all. But the Moncrief Oil court held it was enough that

the seeds of the trade-secret torts were sowed in Texas when the trade secrets were

shared here and the tort was partially committed here, even though the torts’

commission also spilled over into Russia, Washington D.C., and Boston. 414 S.W.3d

at 153–54. Likewise, here, even though the substance of the breach-of-contract claim

bled across the Texas border, the factual allegations before us—that the defendant was

physically present in Texas when he purposefully solicited, negotiated, sealed, and

partially performed a contract giving rise to continuing obligations with a Texas resident

concerning repair of Texas-based assets, and that the effect of breaching those

obligations was felt here—are sufficient to establish minimum contacts for the resulting

breach claim. See id.; Horizon Shipbuilding, Inc. v. BLyn II Holding, LLC, 324 S.W.3d 840,

848–50 (Tex. App.—Houston [14th Dist.] 2010, no pet.) (concluding that a Texas

meeting to negotiate core aspects of a contract for repair of a boat was sufficient to

establish minimum contacts with this state, even though performance would occur

17
elsewhere). The defendant need not be so entwined with Texas that suit in any other

place would be absurd. Rather, the contacts need only render the possibility of suit

here a constitutionally fair, foreseeable, and consented-to alternative among other

possible fora for suit. See Cornerstone, 493 S.W.3d at 70–71; Moncrief Oil, 414 S.W.3d at

152. Largent’s affidavit does not show otherwise.

We therefore conclude that Largent did not carry his responsive burden.

Through its pleadings, Cassius established minimum contacts for its DTPA, fraud, and

contract claims.

B. Cassius’s Negligence Claim

We cannot say the same for Cassius’s negligence claim. In that claim, Cassius

alleged that Largent breached his duties by negligently restoring and selecting cars for

Cassius. It is undisputed that the majority of the car selection and all of the restoration

took place in Washington. This claim has little to do with Texas; its crux is allegedly

negligent actions that were performed 1,800 miles away.

In Moncrief Oil, the court held that the plaintiff’s tortious-interference claims did

not arise from either of the Texas meetings, but from Gazprom’s meeting with

Occidental in California. See 414 S.W.3d at 156. The court held that Texas courts

therefore could not exercise personal jurisdiction over the tortious-interference claims.

Id. For support, the court drew upon its own precedent in Moki Mac, and Moncrief Oil’s

gloss on Moki Mac seems directly on point here:

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 In Moki Mac, a Texas teenager fell to his death in Arizona while on a hike
supervised by a Utah-based company. His parents filed suit against the
company in Texas for wrongful death, maintaining the claim arose from
misrepresentations in documents the company mailed to them in Texas
as well as the company’s other Texas contacts. We disagreed, holding “the
operative facts of the plaintiffs’ suit concern principally the guides’
conduct of the hiking expedition and whether they exercised reasonable
care in supervising” the teenager. We further observed the “events on the
trail and the guides’ supervision of the hike will be the focus of the trial,
will consume most if not all of the litigation’s attention, and the
overwhelming majority of the evidence will be directed to that question.”
Id. (cleaned up) (citing and quoting Moki Mac, 221 S.W.3d at 573, 576, 585). To the

extent that Moncrief Oil’s tortious-inference claims concerned the meeting in

California, the Moncrief Oil court found Moki Mac instructive:

Much like the accident in Moki Mac would not have occurred but for
executing contract materials in Texas, the establishment of a competing
enterprise arguably would not be possible without the Gazprom
Defendants’ purported acquisition of the alleged trade secrets. However,
but-for causation alone is insufficient. Just as the wrongful death claim in
Moki Mac was principally concerned with alleged negligence in Arizona,
the tortious interference claim here is principally concerned with the
California meeting and the competing Texas enterprise—not the
purported misappropriation of alleged trade secrets.
Id. at 157 (cleaned up) (citing Moki Mac, 221 S.W.3d at 585).

Like Moki Mac and Moncrief Oil, Cassius did not allege that any negligent acts

occurred in Texas, and the nub of Cassius’s negligence claim was the quality of the

repairs and car selection that Largent performed in his home state. The focus of the

trial on this claim will not be on the Texas meeting but on events that occurred in

Washington. The only remote connection between Cassius’s negligence claim and

Texas is that the negligent acts were made possible by the Texas meeting, but under

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binding precedent, that sort of but-for causation is inadequate for minimum contacts.

See id.

Because minimum contacts are lacking, we hold that a Texas court cannot assert

personal jurisdiction over this claim. See Cornerstone, 493 S.W.3d at 70. Thus, to the

extent that Largent challenges jurisdiction with respect to the negligence claim in his

first and third issues, we sustain those issues.

IV. FAIR PLAY AND SUBSTANTIAL JUSTICE

We next assess whether Cassius’s remaining DTPA, fraud, and contract claims

withstand the second prong of our inquiry, fair play and substantial justice. We

conclude that they do.

“If 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.” Moncrief Oil, 414 S.W.3d at 154–55. We undertake this

evaluation in light of the following factors, when appropriate: (1) the burden on the

defendant; (2) the interests of the forum state in adjudicating the dispute; (3) the

plaintiff’s interest in obtaining convenient and effective relief; (4) the interstate judicial

system’s interest in obtaining the most efficient resolution of controversies; and (5) the

shared interest of the several states in furthering fundamental substantive social policies.

Spir Star, 310 S.W.3d at 878. To defeat jurisdiction, the defendant “must present a

compelling case that the presence of some other considerations would render

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jurisdiction unreasonable.” Burger King, 471 U.S. at 477, 105 S. Ct. at 2184–85; Spir Star,

310 S.W.3d at 878–79.

Largent has not put on the sort of compelling case that is required to prevail on

this prong. His central argument as to why notions of fairness make it unconstitutional

for Texas to exercise jurisdiction is that the distance would burden him, but “distance

alone” is not “ordinarily sufficient to defeat jurisdiction: modern transportation and

communication have made it much less burdensome for a party sued to defend himself

in a [s]tate where he engages in economic activity.” Spir Star, 310 S.W.3d at 879 (internal

quotations omitted). Given Largent’s “history of attending meetings in Texas, the

burden of litigating here is not so great as to defeat jurisdiction.” See Hoagland, 474

S.W.3d at 816.

Moreover, Cassius is a Texas resident. Any inconvenience to the out-of-state

defendant “is somewhat mitigated by the convenience” of allowing Cassius to litigate

in the forum where the fraud and DTPA torts were in part committed and the

contractual relationship sprouted. See Moncrief Oil, 414 S.W.3d at 155. Finally, the

allegations that Largent “committed a tort in Texas against a resident implicate a serious

state interest in adjudicating the dispute.” See id.

On balance, this is not one of the rare cases where exercising jurisdiction fails to

comport with fair play and substantial justice. See id. at 156. Accordingly, we hold that

the trial court did not err in denying the special appearance as to Cassius’s DTPA, fraud,

and contract claims. We overrule the remainder of Largent’s first and third issues.

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 V. CONCLUSION

We reverse and render judgment of dismissal as to Cassius’s negligence claim.

We affirm the trial court’s denial of the special appearance in all other respects.

/s/ Wade Birdwell

Wade Birdwell
Justice

Delivered: December 10, 2020

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