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Click here for the full text of this decision FACTS:Source New Zealand Ltd. was an animal importer/exporter incorporated in New Zealand and wholly owned by Martin Davey, a citizen of New Zealand, and its sole shareholder and sole officer. SNZ’s principal place of business was in New Zealand. SNZ employed Jasen Shaw, a New Zealand citizen and a legal resident alien in the United States, beginning in 1993. At that time, Shaw’s compensation included a 5 percent commission on SNZ sales. In 1997, Shaw moved to the United States and became employed by Animal Source Texas Inc. (AST), a Texas corporation wholly owned by SNZ. Davey is SNZ’s sole officer. Shaw resigned from AST on Feb. 24, 2003. Following Shaw’s resignation, Davey traveled to Texas to manage AST. On April 13, 2005, Shaw filed suit against Davey and SNZ for unpaid commissions, an accounting, and damages caused by allegedly fraudulent and negligent representations by Davey and SNZ. In response, Davey and SNZ filed special appearances, asserting that they were not subject to jurisdiction in Texas and that the “fiduciary shield” doctrine protected Davey. In his Opposition to the Special Appearance of Defendants, Shaw contended that: 1. Davey and SNZ purposely availed themselves of jurisdiction in Texas by establishing minimum contacts with Texas; 2. SNZ is a single business enterprise with AST, a Texas corporation; 3. the “fiduciary shield” doctrine is not applicable, as Davey is the “alter ego” of SNZ and AST; 4. it would not offend traditional notions of fair play and substantial justice for Davey and SNZ to defend themselves in Texas; and 5. Davey and SNZ would not be unduly burdened by litigation in Texas, because Davey currently resides in Texas and according to Davey, SNZ is now defunct. The parties submitted documents, affidavits and deposition excerpts in support of their jurisdictional claims. After hearing oral argument, the court signed an order on June 7, 2006, denying the special appearances of both Davey and SNZ and finding them subject to the court’s jurisdiction in all respects. Davey and SNZ made timely requests to the trial court for findings of fact and conclusions of law. On Sept. 22, 2006, untimely findings of fact and conclusions of law were entered by the trial court. The trial court concluded Davey’s systematic and continuous contacts in Texas supported general jurisdiction over Davey. In addition, the trial court determined that personal jurisdiction over SNZ was proper based on “the alter ego theory of disregarding the corporate fiction.” The trial court, however, did not specify whether the personal jurisdiction it found as to SNZ was specific or general jurisdiction. Finally, the trial court concluded that the exercise of personal jurisdiction over Davey and SNZ comported with traditional notions of fair play and substantial justice. Davey and SNZ appealed. In six issues, Davey and SNZ contended that the trial court erred in concluding personal jurisdiction existed over them. HOLDING:Reversed and rendered. Texas Civil Practice & Remedies Code ��17.041-.045, the Texas long-arm statute, the court stated, authorizes the exercise of Texas jurisdiction over nonresident defendants that do business in Texas. Section 17.042 provides that, among other acts, a nonresident defendant does business in Texas if the nonresident: 1. contracts by mail or otherwise with a Texas resident and either party is to perform the contract in whole or in part in this state; 2. commits a tort in whole or in part in this state; or 3. recruits Texas residents, directly or through an intermediary located in this state, for employment inside or outside this state. The broad language of �17.042, the court stated, extends Texas courts’ personal jurisdiction as far as the federal constitutional requirements of due process permit. Due process is satisfied, the court stated, only if the defendants have minimum contacts with the state and the exercise of the jurisdiction will not offend traditional notions of fair play and substantial justice. A defendant’s contacts with a forum can give rise to either specific or general jurisdiction. Specific jurisdiction, the court stated, exists if the defendant has purposefully directed his activities at residents of the forum and the litigation arises from alleged injuries that arise out of or relate to those activities. General jurisdiction exists when the claims do not arise out of and are not related to the activities in the forum state, but the nonresident defendant has continuous and systematic contacts with the forum state. Davey and SNZ argued in their fourth and fifth issues that factually and legally insufficient evidence supported the trial court’s denial of their special appearances. Additionally, in their third issue, Davey and SNZ contended that the trial court’s denial of their special appearances was against the great weight and preponderance of the evidence. But the court found that Davey and SNZ did not provide legal analysis or argument for those issues, nor did they identify the specific portions of the record that supported those issues. Therefore, the court concluded that Davey and SNZ waived those issues on appeal. In their first issue, the court stated, Davey and SNZ asserted that the trial court erred in denying the special appearance of SNZ. In conclusion of law No. 3, the trial court concluded personal jurisdiction over SNZ was proper based on the alter ego theory of disregarding the corporate fiction, because AST was incorporated in Texas, and AST was an alter ego of SNZ. Generally, the court stated, a corporation is a separate legal entity that insulates its owners or shareholders from personal liability. But the court found no evidence in the record of fraud or injustice, an essential element of the alter ego theory. Accordingly, the court determined the trial court erred in concluding personal jurisdiction over SNZ was proper based on the alter ego theory of disregarding the corporate fiction. As for general jurisdiction over Davey, Davey contented that the fiduciary shield doctrine protected him from the imposition of general jurisdiction, because he only worked on behalf of AST in Texas. After examining the record of Davey’s business trips to Texas, the court found that the trial court’s findings of fact did not support a conclusion that Davey in his individual capacity purposefully established any minimum contacts with Texas. Therefore, the court found no basis for the trial court’s conclusion that general jurisdiction was proper over Davey. OPINION:Lang, J.; Whittington, Francis and Lang, J.J.

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