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Click here for the full text of this decision FACTS:Louisiana resident Glenn Laborde was the sole shareholder, director and president of Cross Timbers Care Center Inc., a Louisiana corporation with a certificate of authority to operate a nursing home in Flower Mound. The registered agent for Cross Timbers, C T Corporation System, was in Dallas. In October 1999, the Texas Comptroller of Public Accounts sent a notice to Cross Timbers, in the care of its management company, Tutera Health Care Services, at a Kansas City, Mo., address. The notice stated that unless Cross Timbers paid its franchise taxes, its corporate privileges would be forfeited. The comptroller forfeited Cross Timbers’ corporate privilege Feb. 23, 2000, and March 3, again mailed notice of the forfeiture to the Kansas City address. Virtual Healthcare provided health services at Cross Timbers. Virtual sued Cross Timbers Tutera to recover unpaid amounts for these services from April 15, 2000, to July 15, 2000. Tutera answered the suit, but Cross Timbers did not, and the trial court entered a $78,987 interlocutory default judgment against Cross Timbers. On Aug. 25, the secretary of state forfeited Cross Timbers’ certificate of authority to transact business in Texas, but the certificate was reinstated on Jan. 24, 2001, after Laborde attested that neither he nor Cross Timbers had actual notice of the comptroller’s forfeiture until January 2001, when the Texas Department of Health informed Cross Timbers that its nursing home license was in jeopardy. Virtual then filed an amended petition to add Laborde as a defendant and seeking to hold him personally liable for the judgment debt under Tax Code �171.255(a), which allows a corporation director to be held liable for debt that occurs after the corporation forfeits its corporate privileges. Virtual argued that Laborde was a director and officer of Cross Timbers and that the debt was incurred after the comptroller forfeited Cross Timbers’ corporate privileges. Laborde filed a special appearance to contest personal jurisdiction. In an affidavit, Laborde explained the lack of notice of the forfeiture. He also stated that he had not in an individual capacity regularly engaged in any business in Texas, had an agent appointed for him in Texas, had a certificate of authority to do business, owned or leased property, had an address or telephone number, had bank accounts in Texas, or advertised in the state. Laborde said he had made a few trips to Texas, most in his corporate capacity, and a few to visit his daughter. He said he had no individual dealings with Virtual, who dealt exclusively with Tutera. Virtual’s president stated that he had not had any negotiations about its problems with Tutera with anyone from Louisiana. He also said that he had not dealt personally with Laborde. The trial court granted Laborde’s special appearance and entered a take-nothing judgment against Virtual on its claims against him. Virtual then non-suited Tutera, and the trial court entered a take-nothing judgment on these claims, too. Virtual against insists on appeal that under �171.255(a), which a company’s corporate privileges are forfeited but the company continues to do business, any debt the company incurs is attributable to a director or officer. It argues that �171.255 confers personal jurisdiction over Laborde. HOLDING:Affirmed. Section 171.255(a) provides notice to directors and officers of corporations, such as Laborde, that they are personally liable for the debts covered by the statute. All persons are presumed to know the law and are charged with knowledge of provisions of statutes, but notice that they may be liable for corporate debts does not justify a conclusion that nonresident officers and directors could reasonably anticipate being called into a Texas court. Though Cross Timbers and Tutera purposefully availed themselves of the benefits and protections of the laws of Texas, the same is not true of Laborde. Further, because �171.255(a) is penal in nature, its provisions must be strictly construed and procedural safeguards must be observed. The comptroller did not follow the proper procedures in notifying Cross Timbers about its corporate privileges, because the comptroller was supposed to mail notice of the impending forfeiture to the corporation itself. The comptroller only sent notice to Tutera, even though on its application for a certificate of authority to transact business in Texas Cross Timbers listed a Louisiana address and the Texas address of its registered agent. Furthermore, Laborde established that he did not find out about the forfeiture until January 2001. “Cross Timbers incurred its debt to Virtual Healthcare before Cross Timbers or Laborde had knowledge of the forfeiture. Because Laborde did not have knowledge of the forfeiture when Cross Timbers incurred the debt � either by proper statutory notice from the comptroller to Cross Timbers or other notice � we find that an exercise of jurisdiction over Laborde would not comport with traditional notions of fair play and substantial justice.” OPINION:McCall, J.; Wright, CJ, McCall and Strange, JJ.

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