Opinion issued October 12, 2023

In The

Court of Appeals 

For The

First District of Texas 

————————————

NO. 01-22-00561-CV

———————————

DAVID L. SHUMAN, Appellant

V.

DECLAN JAMES GANLEY, SEAN P. TRACEY, & SEAN P. TRACEY 

ESQ., P.C. D/B/A TRACEY FOX KING & WALTERS, Appellees

On Appeal from the 113th District Court

Harris County, Texas

Trial Court Case No. 2020-61864

MEMORANDUM OPINION ON REHEARING

Appellee Declan James Ganley filed a motion for en banc reconsideration of 

our April 27, 2023 memorandum opinion. See TEX. R. APP. P. 49.5 (En Banc 

Reconsideration). Treating the en banc motion as a request for panel rehearing, we 

deny rehearing but withdraw our opinion of April 27, 2023, vacate our judgment of 
2

the same date, and substitute this opinion and judgment in their stead. Ganley’s 

motion for en banc reconsideration of our prior opinion is moot.1

In this interlocutory appeal,2appellant David Shuman challenges the trial 

court’s order denying his special appearance in the case brought by appellees 

Declan Ganley, Sean Tracey, and Sean P. Tracey Esq., P.C. d/b/a/ Tracey Fox 

King & Walters. Shuman contends that the trial court erred in denying his special 

appearance because the court lacks specific jurisdiction over him and in denying 

his motion to transfer venue. 

We reverse and remand with instructions to the trial court to dismiss 

Shuman from the suit for lack of personal jurisdiction.

Background

Declan Ganley, an Irish citizen living in Ireland, sued Sean Tracey, a Texas 

resident, who also has a home and office in Michigan, and Shuman, a New York 

1 Because we issue a new opinion, the Motion for En Banc Reconsideration is moot. 

In re Wagner, 560 S.W.3d 311, 312 (Tex. App.—Houston [1st Dist.] 2018, orig. 

proceeding) (“Because we issue a new opinion in connection with denial of 

rehearing, the motion for en banc reconsideration is rendered moot.”); see also 

Poland v. Ott, 278 S.W.3d 39, 41 (Tex. App.—Houston [1st Dist.] 2008, pet. 

denied) (noting that motion for en banc reconsideration rendered moot by 

withdrawal and reissuance of opinion and judgment); Brookshire Bros., Inc. v. 

Smith, 176 S.W.3d 30, 40 n.4 (Tex. App.—Houston [1st Dist.] 2004, pet. denied) 

(supp. op. on reh’g) (noting that motion for en banc reconsideration moot when 

motion for rehearing granted and new opinion and judgment issue). 

2 TEX. CIV. PRAC. & REM. CODE § 51.014(a)(7). 
3

resident. Ganley sued Tracey in Texas and alleged claims for breach of contract, 

fraud, and breach of fiduciary duty. Tracey, in turn, filed a third-party petition 

against Shuman for the same claims. The underlying controversy revolves around a 

debt owed by Ganley and guaranteed by Shuman. 

A. Shuman guarantees a loan between Ganley and Worth. 

Ganley owned 235,000 shares in Rivada Networks, Inc., a Delaware

corporation with its principal place of business in Virginia. Ganley used his shares 

as collateral for a $3 million loan from Worth Capital Holdings (“Worth”). Worth 

is a Delaware entity that, at the time, had its principal place of business in New 

York. 

A few months after the original loan agreement was executed, Ganley and 

Worth entered into an amended agreement that increased the principal by $1.5 

million. On the same day, Shuman, who was Ganley’s friend and occasional 

business partner, personally guaranteed Ganley’s $4.5 million loan obligation. 

Ganley and Worth modified the loan agreement several times, including extending 

the maturity date and increasing the amount of the initial obligation in return for 

extension fees. The modifications included a list of various payoff amounts and 

dates whereby Worth would acquire Rivada stock at certain prices. After all 

modifications, Ganley owed Worth $9 million.
4

Ganley never repaid Worth. Worth foreclosed on Ganley’s debt, including 

the Rivada stock that Ganley had used to secure the loan. Worth obtained Rivada 

common stock for $100,000. Worth sued Shuman in federal court in New York on 

Shuman’s personal guarantee of Ganley’s loan. 

B. Ganley attempts to settle the lawsuit between Worth and Shuman.

While Worth’s suit against Shuman was pending, Ganley contacted Shuman 

and told him that Tracey was an investor in Rivada and a close acquaintance.

Ganley told Shuman that he had been working with Tracey to obtain funding to 

resolve Worth’s claims against Shuman so that the Rivada shares Worth had

acquired could be recouped. 

Ganley suggested that Shuman speak by phone with Tracey about his efforts 

to obtain settlement funding. Shuman and Tracey spoke by phone and email

periodically for a few months regarding Shuman’s efforts to negotiate a settlement 

with Worth and Tracey’s efforts to obtain investment funds in Rivada for a

settlement. The men never met in person. 

Tracey found two investors, one of whom was in Texas. Ultimately, Shuman

and Worth entered into a settlement agreement. In his capacity as Chairman and

CEO of Rivada, Ganley approved the transfer of Rivada stock from Worth to 

Shuman, pursuant to the settlement agreement, and from Shuman to the two 

investors in return for their settlement funding.
5

Following the settlement, Shuman assigned his rights under the loan 

agreement, which he acquired from Worth through the settlement, to a third party, 

Astrea NYNY LLC, which sued Ganley in state court in New York. The New 

York court rendered a default judgment against Ganley.

C. Ganley and Tracey sue Shuman.

Ganley and Tracey argue that Shuman did not follow through on their 

agreement regarding Rivada shares after the settlement. They argue that Shuman 

retained Rivada shares that the three men had agreed would be dispersed to each of 

them. A few weeks after the settlement agreement, Ganley sued Tracey in Texas

alleging that he breached various duties by failing to secure the return of the 

Rivada stock collateral. Tracey filed a third-party claim against Shuman. Tracey 

asserted that Shuman was subject to personal jurisdiction in Texas because “the 

acts and omissions giving rise to this cause of action occurred in Texas and/or 

Shuman engaged the services of Tracey in Houston, Texas.” Shuman filed a 

special appearance and motion to dismiss or transfer venue pursuant to the 

contractual forum-selection clauses in the underlying loan and settlement

documents.

Ganley amended his petition to add claims against Shuman. Ganley alleged 

that Shuman was subject to personal jurisdiction in Texas because Shuman

“engaged and purposefully availed himself of services by and through Defendant 
6

Tracey in Houston, Texas. A substantial portion of the acts and omission 

complained of occurred in Harris County, Texas.” Shuman filed an additional 

special appearance and motion to dismiss or transfer venue as to Ganley’s claims. 

Both Ganley’s and Tracey’s claims against Shuman allege that Shuman 

improperly retained 46,000 shares of 253,000 shares of Rivada stock that Worth 

assigned to Shuman through the settlement. Ganley and Tracey argue that Shuman

previously agreed not to retain any of the stock. The trial court denied Shuman’s

special appearance and motion to dismiss or transfer. The trial court did not make

any findings of fact or conclusions of law. Shuman appeals.

Personal Jurisdiction 

In his first issue, Shuman argues that the trial court erred in denying his 

special appearance because he did not have the minimum contacts with Texas 

necessary for Texas to assert jurisdiction over him. 

The existence of personal jurisdiction is a question of law, which must 

sometimes be preceded by the resolution of underlying factual disputes. BMC 

Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002); Paul Gillrie 

Inst., Inc. v. Universal Comput. Consulting, Ltd., 183 S.W.3d 755, 759 (Tex. 

App.—Houston [1st Dist.] 2005, no pet.). When the underlying facts are 

undisputed or otherwise established, we review a trial court’s denial of a special 

appearance de novo. Paul Gillrie Inst., 183 S.W.3d at 759. Where, as here, a trial 
7

court does not issue findings of fact or conclusions of law with its 

special-appearance ruling, all fact findings necessary to support the judgment and 

that are supported by the evidence are implied. Marchand, 83 S.W.3d at 795; Paul 

Gillrie Inst., 183 S.W.3d at 759.

A trial court determines a “special appearance on the basis of the pleadings, 

any stipulations made by and between the parties, such affidavits and attachments 

as may be filed by the parties, the results of discovery processes, and any oral 

testimony.” TEX. R. CIV. P. 120a(3). The plaintiff bears the initial burden of 

pleading allegations sufficient to bring the nonresident defendants within the 

provisions of the Texas long-arm statute. Am. Type Culture Collection v. Coleman, 

83 S.W.3d 801, 807 (Tex. 2002); Paul Gillrie Inst., 183 S.W.3d at 759. The burden 

of proof then shifts to the nonresident defendants to negate all the bases of 

jurisdiction alleged by the plaintiff. Kawasaki Steel Corp. v. Middleton, 699 

S.W.2d 199, 203 (Tex. 1985); see also Kelly v. Gen. Interior Constr., Inc., 301 

S.W.3d 653, 658 (Tex. 2010) (“Because the plaintiff defines the scope and nature 

of the lawsuit, the defendant’s corresponding burden to negate jurisdiction is tied 

to the allegations in the plaintiff’s pleading.”).

A single basis for personal jurisdiction is sufficient to confer jurisdiction 

over a nonresident defendant. See Citrin Holdings, LLC v. Minnis, 305 S.W.3d 

269, 279 (Tex. App.—Houston [14th Dist.] 2009, no pet.). If a nonresident 
8

defendant is subject to specific jurisdiction, this is sufficient. See Am. Express

Centurion Bank v. Haryanto, 491 S.W.3d 337, 346 n.8 (Tex. App.—Beaumont 

2016, no pet.); Minnis, 305 S.W.3d at 279. A court need not assess the nonresident 

defendant’s contacts on a claim-by-claim basis where, as here, all claims

essentially arise from the same forum contacts. See Moncrief Oil Int’l Inc. v. OAO 

Gazprom, 414 S.W.3d 142, 150–51 (Tex. 2013); Proppant Sols. LLC v. Delgado, 

471 S.W.3d 529, 537 (Tex. App.—Houston [1st Dist.] 2015, no pet.). 

A court may assert personal jurisdiction over a nonresident defendant only if 

the requirements of both the Fourteenth Amendment’s due process clause and the 

Texas long-arm statute are satisfied. See U.S. CONST. amend. XIV, § 1; TEX. CIV.

PRAC. & REM. CODE § 17.042; Guardian Royal Exch. Assurance, Ltd. v. English 

China Clays, P.L.C., 815 S.W.2d 223, 226–27 (Tex. 1991). The Texas long-arm 

statute allows a court to exercise personal jurisdiction over nonresident defendants

who do business in Texas. TEX. CIV. PRAC. & REM. CODE § 17.042. A nonresident

defendant “does business” in Texas if he “contracts by mail or otherwise with a 

Texas resident and either party is to perform the contract in whole or in part” in 

Texas, he “commits a tort in whole or in part” in Texas, or he “recruits Texas 

residents, directly or through an intermediary located in [Texas], for employment 

inside or outside the state.” Id. The Texas Supreme Court has repeatedly 

interpreted this statutory language “to reach as far as the federal constitutional
9

requirements of due process will allow.” Guardian Royal, 815 S.W.2d at 226. 

Therefore, the requirements of the Texas long-arm statute are satisfied if the 

exercise of personal jurisdiction comports with federal due process limitations. Id.

The United States Constitution permits a state to assert personal jurisdiction 

over a nonresident defendant only if he has some minimum, purposeful contacts 

with the state and if the exercise of jurisdiction will not offend traditional notions 

of fair play and substantial justice. Dawson-Austin v. Austin, 968 S.W.2d 319, 326 

(Tex. 1998). Nonresident defendants who have purposefully availed themselves of 

the privileges and benefits of conducting business in the state have sufficient 

contacts with the state to confer personal jurisdiction. See Guardian Royal, 815 

S.W.2d at 226.

The “purposeful availment” requirement has been characterized by the 

Texas Supreme Court as the “touchstone of jurisdictional due process.” Michiana 

Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 784 (Tex. 2005). In 

Michiana, the Texas Supreme Court articulated three important aspects of the 

purposeful availment inquiry. Id. at 785. First, only the nonresident defendant’s

contacts with the forum count. Id. This ensures that a nonresident defendant is not 

haled into a jurisdiction solely by the unilateral activities of a third party. Id. (citing 

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)). Second, the acts 

relied on must be purposeful; the nonresident defendant may not be haled into a
10

jurisdiction solely based on contacts that are “random, isolated, or fortuitous.” 

Michiana, 168 S.W.3d at 784 (quoting Keeton v. Hustler Mag., Inc., 465 U.S. 770, 

774 (1984)). Third, the nonresident defendant “must seek some benefit, advantage, 

or profit by ‘availing’ [himself] of the jurisdiction” because “[j]urisdiction is 

premised on notions of implied consent” and by “invoking the benefits and 

protections of a forum’s laws, . . . a nonresident consents to suit there.” Id. (citing 

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)).

The nonresident defendant’s contacts with a forum can give rise to either 

general or specific jurisdiction. Marchand, 83 S.W.3d at 795. Specific jurisdiction

is established if the nonresident defendant’s alleged liability arises from or relates

to an activity conducted within the forum. Id. at 796. When specific jurisdiction is 

asserted, the minimum contacts analysis focuses on the relationship between the

nonresident defendant, the forum, and the litigation. Moki Mac River Expeditions 

v. Drugg, 221 S.W.3d 569, 575–76 (Tex. 2007).

Foreseeability is an important consideration in deciding whether a 

nonresident defendant has purposefully established minimum contacts with the 

forum state. Burger King Corp., 471 U.S. at 474; Guardian Royal, 815 S.W.2d at 

227. The concept of foreseeability is implicit in the requirement that there be a 

substantial connection between the nonresident defendant and Texas, arising from 
11

actions or conduct of the nonresident defendant purposefully directed toward 

Texas. Guardian Royal, 815 S.W.2d at 227.

A. Specific Jurisdiction3

Shuman argues that the trial court erred in concluding that Texas has 

specific jurisdiction over him because he did not have substantial contacts with 

Texas, his interaction with a Texan was fortuitous rather than purposeful, and he

did not seek advantage or profit by availing himself of Texas. 

In determining whether Ganley and Tracey pleaded sufficient jurisdictional

facts, we consider their pleadings as well as their responses to the amended special

appearance. See TEX. R. CIV. P. 120a(3); Max Protetch, Inc. v. Herrin, 340 S.W.3d

878, 883 (Tex. App.—Houston [14th Dist.] 2011, no pet.); Touradji v. Beach Cap. 

P’ship, L.P., 316 S.W.3d 15, 23 (Tex. App.—Houston [1st Dist.] 2010, no pet.). In 

conducting our review, we accept as true the allegations in Tracey’s and Ganley’s 

petitions. See Tex. Dep’t of Transp. v. Ramirez, 74 S.W.3d 864, 86 (Tex. 2002) (in 

considering jurisdictional motions, reviewing court construes liberally pleadings in 

plaintiff’s favor); Max Protetch, 340 S.W.3d at 883; Touradji, 316 S.W.3d at 23.

Ganley asserted first-party claims against Tracey for failing to ensure that

the Rivada common stock was returned to Ganley. He also asserted claims against 

Shuman for failing to return the common stock. Tracey, in turn, asserted first and 

3 Neither party argues the existence of general jurisdiction.
12

third-party claims against Shuman claiming that Shuman was the true cause of 

Ganley’s injuries. 

Both Ganley and Tracey allege the same contacts with Texas to justify 

personal jurisdiction over Shuman. They each allege that Shuman purposefully 

availed himself of services from Tracey in Houston and that a substantial portion 

of the acts and omissions underlying their claims occurred in Harris County. 

In his special appearance, Shuman asserts that his only connection to Texas 

is that he had phone and email communications with Tracey, which he argues are 

insufficient to support personal jurisdiction. In his affidavit, Shuman states that it 

was Ganley who sought assistance from Tracey for outstanding debt in New York.

Tracey first called Shuman at Ganley’s behest. Shuman spoke with Tracey by 

phone and email, but he never met Tracey in person or conducted a video

conference. 

Shuman also argues that the dispute in the underlying case has nothing to do 

with Texas. None of the transactions or occurrences involved in the case occurred

in Texas. Ganley’s loan was not executed or performed in Texas, nor was 

Shuman’s guarantee. Shuman asserts that the only connection with Texas is

Tracey’s residency. 

In his response to Shuman’s special appearance, Ganley alleges that the trial 

court has specific jurisdiction over Shuman because Shuman “sought counsel from 
13

a Texas resident and licensed attorney (Tracey), asked Tracey to raise settlement

funds from other Texas residents, regularly communicated with Tracey about the 

lawsuit and settlement, promised payment of company shares to Tracey, and 

converted shares rightly owned by Tracey.” Ganley attached an affidavit by Tracey 

that states that Tracey was contacted by Ganley after a lender foreclosed on shares 

of Rivada that Ganley had pledged for a loan and co-signed with Shuman. The 

affidavit states that both Ganley and Shuman wanted Tracey’s help to find people 

who could contribute to settling the litigation in exchange for a portion of Rivada 

shares. In the affidavit, Tracey testifies that he found a Texas-based investor 

willing to contribute, and that Shuman was not consulted because he had no 

standing in the interest of the shares. Tracey states that he emailed with Shuman 

and Shuman’s attorneys regularly between May and October 2020 regarding the 

settlement and the funds raised for the settlement. 

Shuman filed a supplement in support of his special appearance and attached 

another affidavit executed by Tracey in a separate action in New York. While

Shuman disputes much of the New York affidavit, he points out that in the New 

York suit’s affidavit, Tracey represents that he was hired by Ganley, rather than as 

a joint effort between Ganley and Shuman. The affidavit states that Tracey 

represented Ganley in his dispute with Worth Capital concerning shares of Rivada 

that collateralized a loan and were foreclosed upon. Tracey states that he brought 
14

two investors to Ganley’s attention and worked on a deal where the investors 

would provide investment capital to Rivada which could be used to fund a 

settlement with Worth Capital. Tracey’s affidavit in the New York action states:

“Mr. Shuman never spoke to either investor, and it was entirely due to my contacts 

and work on behalf of Mr. Ganley that Mr. Shuman was in any position to settle 

his lawsuit with Worth Capital at all.”

Shuman also attached emails to the supplemental response showing that 

Tracey was in Michigan during some of their communication. He asserts that he

had reason to believe that the lawyer Ganley hired was in Michigan rather than 

Texas. 

On appeal, Shuman argues that communication with Tracey alone is not 

enough to establish specific jurisdiction. He cites to Michiana and argues that 

phone calls are not enough to establish purposeful availment. 168 S.W.3d at 791

(stating technology changes make reliance on phone calls obsolete as proof of 

purposeful availment). He further argues that to the extent Ganley and Tracey 

argue that Shuman entered into a contract with them, a contract formed by phone is 

still insufficient to confer jurisdiction. See id. at 787 (holding contract formed by 

phone with Texas resident insufficient to confer jurisdiction for disputes arising 

from contract). Shuman asserts that the bulk of his communication with Tracey 

occurred while Tracey was residing in his second home in Michigan. Shuman 
15

reiterates that the only connection between Shuman and Texas supported by the 

record is the fact that Shuman communicated with Tracey by phone and email. 

Ganley and Tracey argue on appeal that Shuman sought financial benefit in 

Texas by soliciting a Texas resident for a loan and that Tracey was Shuman’s agent 

for doing so. Shuman responds that Tracey’s affidavit’s allegation that he acted as 

Shuman’s agent in Texas is conclusory and that there is no evidence that Shuman 

engaged in any conduct in or directed at Texas.

B. Analysis

1. Purposeful Availment

The pleadings and evidence do not support the trial court’s implied findings 

that Shuman had sufficient minimum contacts with Texas and that these contacts 

were substantially connected to the operative facts of the litigation for the exercise 

of specific jurisdiction over Shuman to be proper. See Moki Mac, 221 S.W.3d at 

575–76. We conclude that Shuman has negated all bases for an assertion of 

specific jurisdiction over him. 

Regarding agency, Tracey and Ganley did not meet their initial burden of 

pleading allegations sufficient to confer jurisdiction. There is no pleading to 

support Tracey’s or Ganley’s allegation that Tracey was Shuman’s agent. Ganley 

alleged claims for breach of contract, fraud, and breach of fiduciary duty. Tracey 

alleged claims against Shuman for breach of contract and breach of fiduciary duty. 
16

“[T]he plaintiff bears the initial burden of pleading allegations sufficient to confer 

jurisdiction.” Moncrief Oil, 414 S.W.3d at 149. A defendant is obligated to “negate 

all possible grounds for personal jurisdiction alleged by the plaintiff.” Capital Fin.

& Com. AG v Sinopec Overseas Oil & Gas, Ltd., 260 S.W.3d 67, 81 (Tex. App.—

Houston [1st Dist.] 2008, no pet.) (refusing to consider agency theory on appeal 

when not pleaded). The defendant has no burden to negate a potential basis for 

personal jurisdiction when it is not pleaded by the plaintiff. Kelly v. Gen. Interior 

Constr., Inc., 301 S.W.3d 653, 658 (Tex. 2010). Tracey and Ganley waited until 

appeal to assert agency as a basis for jurisdiction. Accordingly, Shuman is not 

obligated to negate it.

Moreover, the uncontroverted evidence does not establish an agency 

relationship. Agency is a consensual relation between two parties “by which one 

party acts on behalf of the other, subject to the other’s control.” Reliant Energy 

Servs., Inc. v. Cotton Valley Compression, L.L.C., 336 S.W.3d 764, 782–83 (Tex.

App.—Houston [1st Dist.] 2011, no pet.) (internal quotation omitted).

Authorization to act and control of the action are the two essential elements of 

agency. Id. at 783. Agency is never presumed and the party asserting the 

relationship has the burden of proving it. Capital Fin. & Com., 260 S.W.3d 67 at 

83. The evidence does not support that an agency relationship existed between 

Shuman and Tracey. Tracey’s declarations establish that he did not consult 
17

Shuman regarding negotiations with investors and that the deal with the investors 

was “exclusively negotiated” by Tracy through Ganley. Tracey also stated that he 

represented Ganley, while Shuman had his own lawyers. There is no evidence to 

support an agency theory, and therefore, no basis to impute Tracey’s conduct to 

Shuman for jurisdictional purposes. See Suzlon Energy Ltd. v. Trinity Structural 

Towers, Inc., 436 S.W.3d 835, 843 (Tex. App.—Dallas 2014, no pet.) (holding no 

evidence to support agency-based theory of jurisdiction). 

Ganley’s and Tracey’s allegations that Shuman’s communication with 

Tracey establishes jurisdiction is similarly deficient. Ganley and Tracey rely on the 

fact that for a period of months, Tracey communicated by phone and email with 

Shuman or his counsel. Communications, without more, cannot support 

jurisdiction. See Old Republic Nat’l Title Ins. Co. v. Bell, 549 S.W.3d 550, 560 

(Tex. 2018) (“On their own, numerous telephone communications with people in 

Texas do not establish contacts.”). The fact that Shuman or his counsel discussed 

with Tracey the progress toward settling the lawsuit with Worth by email or phone 

on numerous occasions does not demonstrate the quality and nature of 

communications to establish purposeful availment. Searcy v. Parex Res., Inc., 496 

S.W.3d 58, 74–75 (Tex. 2016) (stating that discussions on acquiring non-Texan 

assets do not establish purposeful contacts in Texas). As in Searcy, “the [Texasbased defendant] involved could, quite literally, have been based anywhere in the
18

world, and [the Canadian defendant company] would presumably have interacted 

with it in the same way as they did with its employees [in Canada].” Id. (holding 

no specific jurisdiction over Canadian defendant). The mere coincidence that 

Tracey was in Texas does not demonstrate that Shuman purposefully availed 

himself of Texas for jurisdictional purposes. 

Ganley argues that jurisdiction is proper because not only did Shuman 

deliberately correspond with Tracey in Texas, but he also sought “some benefit, 

advantage, or profit by availing” himself of the jurisdiction. Michiana, 168 S.W.3d

at 785 (stating court must find that defendant sought “benefit, advantage, or profit 

by availing himself of this State’s jurisdiction”). Ganley argues that Shuman 

sought benefit of Texas by actively soliciting loans from Texans. The record does 

not support this contention. The uncontroverted evidence establishes that Ganley

hired Tracey without Shuman’s involvement. In negotiating the lawsuit with 

Worth, Tracey represented Ganley, and Shuman had his own counsel. Tracey 

worked exclusively on behalf of Ganley, and Shuman was not consulted about 

selecting or negotiating with any investors, whether based in Texas or elsewhere. It 

is fortuitous that Tracey was in Texas when he called Shuman at Ganley’s request. 

It is equally fortuitous that Ganley chose Tracey, a Texas resident, to help resolve

his litigation with Worth in New York and that one of the investors was a Texan. 
19

The record does not reflect that Shuman solicited business or sought the benefit of 

Texas in a way that satisfies the long-arm statute. Michiana, 168 S.W.3d at 785. 

2. Relatedness of Contacts to Litigation

Finally, Ganley and Tracey have not pleaded jurisdictional facts to satisfy 

the second prong of specific jurisdiction, which requires that there be a “substantial 

connection” between the defendant’s forum contacts and the “operative facts of the 

litigation.” Moki Mac, 221 S.W.3d at 585. We consider what the claims are 

“principally concerned with,” whether the contacts will be “the focus of the trial”

and “consume most if not all of the litigation’s attention,” and whether the contacts 

are “related to the operative facts” of the claim. TV Azteca v. Ruiz, 490 S.W.3d 29, 

53 (Tex. 2016) (internal quotations omitted). Ganley’s and Tracey’s claims 

concern alleged statements by Shuman about the return of Rivada stock. Shuman 

denies making an agreement with Ganley or Tracey regarding the stock, but even if 

their allegations are true, the facts do not have a nexus to Texas. There is no 

allegation about the source of the funds used to satisfy Ganley’s debt to Worth and 

to settle Worth’s suit against Shuman. There is no allegation or claim related to 

Tracey’s efforts to obtain those funds. The investors are not parties to the lawsuit, 

nor do the claims involve their participation in the settlement or their investment. 

The fact that Tracey found a Texas investor is unrelated to whether Shuman 

breached a contract, breached a fiduciary duty, or committed fraud against Tracey
20

or Ganley. See Ajamie LLP v. Podesta Grp., Inc., No. 01-19-00503-CV, 2020 WL

716734, at *5 (Tex. App.—Houston [1st Dist.] Feb. 13, 2020, no pet.) (mem. op.)

(holding “marginally relevant” Texas contacts insufficient to satisfy substantial

connection between contacts and operative facts of litigation because contacts did

not concern disputed facts).

Accordingly, we sustain Shuman’s issue regarding denial of his special 

appearance. See Peredo v. M. Holland Co., 310 S.W.3d 468, 476 (Tex. App.—

Houston [14th Dist.] 2010, no pet.) (when minimum-contacts requirement not met, 

unnecessary to address “fair play” portion of due-process test). 

Motion to Transfer Venue

Having reversed the trial court’s ruling on specific jurisdiction over Shuman, 

we need not reach Shuman’s second issue that the trial court erred in denying his 

motion to transfer venue. See TEX. R. APP. P. 47.1.
21

Conclusion

Having concluded that Shuman lacks sufficient contacts with Texas to 

support the trial court’s exercise of personal jurisdiction, we reverse the trial 

court’s order denying his special appearance, render judgment dismissing the 

claims against him.

Peter Kelly

Justice

Panel consists of Chief Justice Adams and Justices Kelly and Goodman.