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Civil Litigation No. 05-02-01866-CV, 4/17/2003. Click here for the full text of this decision FACTS: Ronald A. Rittenmeyer, solely in his capacity as plan administrator of AFD Fund, the postconfirmation estate of the bankruptcy cases of AmeriServe Food Distribution Inc., and its affiliates, and not individually, appeals the interlocutory orders of the trial court granting the special appearances of Peter Grauer, Benoit Jamar and Leif Onarheim and dismissing Rittenmeyer’s claims against them. The appellant brings a single issue on appeal: whether Texas courts may exercise specific personal jurisdiction over nonresident directors of a foreign corporation headquartered in Texas for the directors’ acts occurring outside Texas. HOLDING: Affirmed. The appellant’s argument that the appellees are, as a matter of law, subject to personal jurisdiction in Texas because they were directors of a corporation headquartered in Texas at the time of their allegedly wrongful actions lacks a factual basis. However, even if the evidence conclusively established that AmeriServe’s headquarters on Jan. 29, 1998, were in Texas, the appellant’s argument-that the appellees are, as a matter of law, subject to the personal jurisdiction of the Texas courts because AmeriServe’s headquarters were located in Texas on Jan. 29, 1998, would still lack merit. The appellant relies principally on two cases in support of its argument that a state where a corporation’s headquarters are located has personal jurisdiction over the corporation’s directors for breach of fiduciary duty. Pittsburgh Terminal Corp. v. Mid Allegheny Corp., 831 F.2d 522 (4th Cir. 1987), concerned a West Virginia corporation with its principal place of business in West Virginia. The appellant asserts Pittsburgh Terminal Corp. held the fact that the corporation’s principal place of business was in West Virginia gave the West Virginia courts personal jurisdiction over the directors. The 4th Circuit Court of Appeals said no such thing. The 4th Circuit held the fact that the corporation was incorporated in West Virginia, and thus controlled by West Virginia law, made the actions of the directors subject to West Virginia law. The location of the principal place of business was irrelevant to the 4th Circuit’s reasoning. Applying Pittsburgh Terminal Corp. to this case, the court would conclude the appellees were deemed to have been transacting business in Delaware, the state of incorporation, and not Texas, by voting for the merger. The appellant’s other principal case, International Harvester Co. v. Mann, 460 So. 2d 580 (Fla. Dist. Ct. App. 1984), overruled by Doe v. Thompson, 620 So. 2d 1004 (Fla. 1993), involved a Delaware corporation, Mann International Inc., whose physical assets and operations were entirely within Florida. The plaintiff and the defendants were the board of directors of the corporation; the defendants owned all the voting shares, and the plaintiff owned all the nonvoting shares. The defendants held a meeting in Delaware without notifying the plaintiff, and they voted to dissolve the corporation. The plaintiff brought a derivative action and a personal breach of fiduciary duty action against the defendants in Florida. The defendants, who were Georgia residents, asserted the Florida courts lacked personal jurisdiction over them. The Florida court stated, “Although MI was formed as a corporation under the laws of Delaware, its physical assets and it operation as a business were solely within the state of Florida. Therefore, any injury to its inventory or operation as a business concern, as alleged must have occurred within Florida.” Unlike the facts of International Harvester, AmeriServe did not have all its assets and operations solely within the state of Texas; instead, AmeriServe’s assets and operations were spread throughout the United States, Mexico and Canada. International Harvesterdoes not support the appellant’s argument. The mere fact that a Delaware corporation had its headquarters in Texas at the time of the allegedly wrongful act is not sufficient minimum contacts to give Texas courts personal jurisdiction over a nonresident director who commits a tort against the corporation. The court concludes the record supports the trial court’s implied finding that appellees’ vote in Florida to approve the AmeriServe-ProSource merger, two Delaware corporations with continent-wide operations, did not constitute sufficient purposeful availment of doing business in Texas or the performance of an act purposefully directed toward Texas or Texas residents. The court concludes the trial court did not err in determining appellees lacked sufficient minimum contacts with Texas to give the Texas courts specific personal jurisdiction over them. OPINION: James, J.; James, Bridges and Richter, JJ.

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