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Banking, Business and Contracts Click here for the full text of this decision Yfantis’s relationship with Eye-Gate did not amount to the type of continuous and systematic contact with Texas that is required for general jurisdiction. FACTS:John Strength, Bart Malone and Robert Nolen are Texas residents and co-owners of Makarios Capital Management LLC, a Texas corporation. Eye-Gate Technologies is a Nevada corporation with its principal place of business in Texas. Evangelos Yfantis is a resident of Nevada and the sole shareholder and director of Statistical and Software Analysts Inc. (“SSAI”), a Nevada corporation. This is an interlocutory appeal from the trial court’s order denying Yfantis’s special appearance. Yfantis complains that the trial court erred in denying his special appearance. HOLDING:Reversed and rendered. A defendant’s contacts with a forum can give rise to either specific or general jurisdiction. For a court to exercise specific jurisdiction over a nonresident defendant, two requirements must be met: 1. the defendant’s contacts with the forum must be purposeful; and 2. the cause of action must arise from or relate to those contacts. When specific jurisdiction is asserted, the minimum contacts analysis focuses on the relationship among the defendant, the forum and the litigation. General jurisdiction, on the other hand, allows a forum to exercise jurisdiction over a defendant even if the cause of action did not arise from or relate to a defendant’s contacts with the forum. Helicopteros Nacionales de Colombia S.A. v. Hall, 466 U.S. 408 (1984). General jurisdiction is only present, however, when a defendant’s contacts with a forum are “continuous and systematic,” a more demanding minimum-contacts analysis than specific jurisdiction. Yfantis asserts that the trial court erred in denying his special appearance because Balloun failed to show that he had continuous or systematic contacts with Texas. After reviewing the record in this case, the court concludes that Yfantis’ contacts with the state were neither substantial nor systematic and continuous. The undisputed evidence clearly establishes that Yfantis: 1. is not, and has never been, a resident of Texas; 2. does not have an office or principal place of business in Texas; 3. does not have or maintain a designated agent for service of process within the state; 4. does not do business in Texas; 5. resides in Las Vegas, Nev.; and 6. is the sole shareholder and director of SSAI, a corporation incorporated in Nevada. Although he entered into a licensing agreement with MCM, a Texas corporation, the agreement was solicited, negotiated, and signed by Yfantis in Nevada. The video telephone was delivered to MCM’s representatives in Nevada, and the consideration for the agreement was hand-delivered to Yfantis in Nevada. Further, the licensing agreement contained a choice of law clause indicating that it would be construed under and in accordance with Nevada law. Thus, the mere fact that Yfantis entered into this contract with a Texas corporation does not support the trial court’s exercise of general jurisdiction over him. Yfantis did make at least two trips to Texas in connection with the licensing agreement, and he maintained regular correspondence with MCM and Eye-Gate via telephone, e-mail, and video phone throughout the duration of their agreement. Although these actions may have been purposefully directed at Texas, they were made in connection with the licensing agreement. Thus, standing alone, these contacts are not continuous and systematic enough to constitute “substantial activities.” Balloun also contends that Yfantis’s position as a shareholder and officer/director of Eye-Gate conferred jurisdiction upon the court. Generally, a court may not assert general jurisdiction over an individual based on that individual’s association with a corporation unless the corporation is the alter ego of the individual. Here, the record contains no evidence that Eye-Gate was Yfantis’s alter ego. There is also no evidence that Yfantis was present at the time of his alleged election to the position of officer/director, that he participated in any of the board of directors meetings, or that he took any actions on behalf of Eye-Gate. As a matter of fact, in his deposition, Yfantis stated that he was not even aware that he had been elected as a director or officer of Eye-Gate. Further, the record reveals that he did not purchase the shares of stock he owned. They were given to him as part of an oral agreement made in connection with the licensing agreement. Therefore, although the facts establish that Yfantis was a shareholder in and an alleged officer/director of Eye-Gate, they do not establish general jurisdiction over him in his individual capacity. Accordingly, the court holds that Yfantis’s relationship with Eye-Gate did not amount to the type of continuous and systematic contact with Texas that is required for general jurisdiction. OPINION:Cayce, C.J.; Cayce, C.J., Holman and Gardner, JJ.

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