Affirmed and Majority and Concurring Opinions filed May 31, 2018.

In The 

Fourteenth Court of Appeals 

NO. 14-16-00481-CV

ALEJANDRO VIVANCO ALARCON AS EXECUTOR OF THE ESTATE 

OF ARACELI ALARCON VELAZQUEZ, DECEASED, MARIE EUGENIE 

ALARCON VELAZQUEZ, AND ROBERT BLAAUW AS RECEIVER FOR 

ZALINCO CORPORATION, N.V. AND OCANA CORPORATION, N.V., 

Appellants 

V.

GABRIEL ALARCON VELAZQUEZ, Appellee 

On Appeal from the 270th District Court 

Harris County, Texas 

Trial Court Cause No. 2006-51822 

M A J O R I T Y O P I N I O N 

Appellants Alejandro Vivanco Alarcon, as executor for the estate of Araceli 

Alarcon Velazquez, deceased, Marie Eugenie Alarcon Velazquez, and Robert 

Blaauw as receiver for Zalinco Corporation, N.V. and Ocana Corporation, N.V., 

appeal from a take-nothing judgment signed after the trial court determined that 
2

Mexican law applied to all claims appellants asserted against appellee, Gabriel 

Alarcon Velazquez. In two issues, appellants contend the trial court erred when it 

concluded that Mexican law applied to all of their claims. Finding no error, we 

affirm. 

BACKGROUND

This long-running litigation arises out of a family dispute involving three 

siblings, two sisters and a brother, all citizens and lifetime residents of Mexico. A

fourth sibling is not involved in this litigation. One of the sisters, Araceli Alarcon 

Velasquez, passed away after the litigation started and is represented by Alejandro 

Vivanco Alarcon, ancillary executor of her estate. For ease of reference, we refer 

to the family appellants collectively as “the sisters.”

The sisters allege that in 1981 their father set up two corporations in 

Curacao,1 Zalinco Corporation, N.V. and Ocana Corporation, N.V., for the benefit 

of all siblings. The sisters contend that the father gave each child a 25 percent 

interest in each corporation. They further allege that their father charged Gabriel, 

as the oldest sibling, with managing the corporations for the benefit of all. The two 

corporations established bank accounts with a New York City bank. The original 

capitalization for each corporation was $6,000. Establishing these bank accounts 

was the only activity undertaken by the corporations. 

 ATC Corporate Services (Curacao), N.V. was appointed managing director 

of the two corporations. The sisters allege, however, that ATC did not manage the 

two corporations. They contend Gabriel controlled the corporations through a 

general power of attorney. The sisters assert that Gabriel, using his general power 

of attorney, looted the corporations of their assets by ordering the New York bank 

 

1 Curacao is part of the Netherlands Antilles.
3

to send millions of dollars to other bank accounts, including his own personal 

accounts, around the world and throughout the United States, including Texas. 

The sisters allege that Gabriel spent the corporations’ money for his own personal 

benefit, including paying expenses related to his yacht, the purchase of a vacation 

home, and the purchase of condominiums in New York. 

 According to the sisters, Gabriel assured them he was properly investing the 

family’s assets, including the assets of the two corporations, for the benefit of all of 

the siblings. The sisters assert they relied on these allegedly false representations 

for years. The sisters also allege that Gabriel withheld information from them and 

from ATC. 

 The sisters contend that Gabriel established the base of operations for the 

corporations and his own misuse of the corporations’ assets in Houston, Texas. In 

support of their contention that Houston was the site of Gabriel’s base of 

operations, the sisters emphasize the undisputed fact that Gabriel used an 

apartment located in Houston as the mailing address for the corporations’ New 

York bank accounts. They also allege that Gabriel retained personal attorneys, 

accountants, and others in Houston using corporate money. They further allege 

that he used the corporations’ resources to make personal investments in Houston 

real estate and in a Houston day-trading operation. 

 The corporations’ stock originally was held by two nominal shareholders, 

both selected by Gabriel. The sisters acquired fifty percent of the stock in each of 

the corporations in 2004.2 Litigation between the siblings began in Curacao that 

 

2 Gabriel claimed that he, not his father, formed the two corporations for his own 

business interests. He denied that his sisters had any ownership interest in the two corporations. 

Gabriel did not deny the various transactions made through the New York banks. He instead 

asserted that all funds deposited into the corporations’ New York bank accounts were his 

personal funds, generated through his personal business activities.
4

same year. The primary issues in the Curacao litigation were (1) ownership of the 

two corporations, and (2) an accounting of the corporations’ assets. In 2004, the 

Curacao court determined that the sisters were the owners of fifty percent of the 

stock of the two corporations. In 2007, the Curacao court dissolved the two 

corporations and appointed appellant Robert Blaauw the receiver for both 

corporations. Blaauw had the authority to do everything necessary to liquidate the 

two companies. In that effort, Blaauw requested an accounting from Gabriel, but 

Gabriel refused to comply. Blaauw then sought a court order requiring Gabriel to 

comply, and, in 2011, the Curacao court granted that request, ordering Gabriel to 

render an accounting and to produce supporting documentation. In 2013, the 

Curacao court found that the two corporations were not conducting any business, 

their activities were limited to holding bank accounts in various countries, but not 

in Curacao, and Blaauw concluded “they had a so-called ‘dormant status.’” 

The sisters filed suit against Gabriel in Harris County, Texas in 2006. 

Blaauw, as receiver for the two corporations, joined the lawsuit against Gabriel in 

2010. Appellants asserted numerous claims against Gabriel, including (1) breach 

of informal fiduciary duty, (2) fraud, (3) breach of fiduciary duty, (4) conversion, 

(5) fraudulent transfer, (6) “money had and received/unjust enrichment,” (7) 

violations of the Texas Theft Liability Act, and (8) a suit for an accounting.3 In the 

event the trial court determined that Texas law did not apply to some or all their 

claims, appellants asserted in the alternative claims under Cuaracao statutory law 

that Gabriel breached his duty of reasonableness and fairness to all parties involved 

in the corporations, his duty to properly manage the corporations, and his duty to 

render an accounting to justify his actions while he controlled the corporations. 

All of appellants’ claims grow out of Gabriel’s alleged (1) misuse of the two 

 

3 Only the sisters brought claims for breach of informal fiduciary duty. The remaining 

claims were brought by the sisters and the receiver.
5

corporations’ assets, (2) misrepresentations regarding his alleged misuse of the 

corporations’ assets, and (3) failure to disclose his alleged misdeeds. 

Gabriel eventually filed an amended motion asking the trial court to apply 

Mexican law to all claims asserted by appellants, and the trial court granted that 

motion. The trial court’s decision came on the eve of trial and after it had 

previously rejected motions asserting that Mexican law applied. After the trial 

court determined that Mexican law applied to all of appellants’ claims, the parties 

signed an agreement under Texas Rule of Civil Procedure 11 that (1) all of 

appellants’ claims were time-barred by Mexican law, (2) Gabriel would non-suit 

his counterclaims, and (3) appellants reserved the right to appeal the trial court’s 

choice-of-law determination. This resulted in a final take-nothing judgment signed 

by the trial court. This appeal followed. 

ANALYSIS

I. Blaauw has standing to pursue the Curacao corporations’ claims. 

Appellants raise two issues on appeal challenging the trial court’s 

determination that Mexican law applies to their respective claims. Before reaching 

the merits of appellants’ issues, we first must address Gabriel’s assertion, raised in 

a conditional cross-appeal, that Blaauw does not have standing to pursue the 

corporations’ claims because he was appointed receiver by a Curacao court. See 

State v. Naylor, 466 S.W.3d 783, 805 (Tex. 2015) (appellate courts have 

affirmative duty to confirm jurisdiction exists).

Standing, a component of subject-matter jurisdiction, is a constitutional 

prerequisite to maintaining suit under Texas law. Tex. Ass’n. of Bus. v. Tex. Air 

Control Bd., 852 S.W.2d 440, 444–45 (Tex. 1993); Concerned Cmty. Involved 

Dev., Inc. v. City of Houston, 209 S.W.3d 666, 670 (Tex. App.—Houston [14th 
6

Dist.] 2006, pet. denied). Standing requires that there exist a real controversy 

between the parties that will actually be determined by the judicial declaration 

sought. Sammons & Berry, P.C. v. Nat’l Indem. Co., No. 14-13-00070-CV, 2014 

WL 3400713, at *3 (Tex. App.—Houston [14th Dist.] July 10, 2014, no pet.) 

(mem. op.) (citing Nootsie, Ltd. v. Williamson Cnty. Appraisal Dist., 925 S.W.2d 

659, 662 (Tex. 1999)). Only the party whose primary legal right has been 

breached may seek redress for the injury. Nauslar v. Coors Brewing Co., 170 

S.W.3d 242, 249 (Tex. App.—Dallas 2005, no pet.). Without a breach of a legal 

right belonging to a specific party, that party has no standing to litigate. Cadle Co. 

v. Lobingier, 50 S.W.3d 662, 669–70 (Tex. App.—Fort Worth 2001, pet. denied). 

Standing cannot be waived and can be raised for the first time on appeal. Tex. 

Ass’n. of Bus., 852 S.W.2d at 444–45. When reviewing standing on appeal, we 

construe the petition in favor of the plaintiff and, if necessary, review the entire 

record to determine whether any evidence supports standing. Id. at 446. Whether 

a party has standing to bring a claim is a question of law reviewed de novo. 

Mayhew v. Town of Sunnyvale, 964 S.W.2d 922, 928 (Tex. 1998). 

Gabriel relies on very old cases, the most recent issued in 1921, for the 

proposition that an appointed receiver’s authority to pursue claims for a dissolved 

corporation does not cross the borders of the appointing court.4 Having reviewed 

the cases cited by Gabriel, as well as more recent caselaw addressing foreign 

receiver standing, it is clear that the law has changed and as a result, Gabriel’s 

cases are no longer authoritative. We conclude instead that Blaauw, a receiver 

appointed by a Curacao court, has standing to pursue the corporations’ claims 

through the application of comity principles. See K.D.F. v. Rex, 878 S.W.2d 589, 

 

4

 The sole case cited by Gabriel that was issued in the previous ninety-plus years is 

distinguishable because it addresses guardians, not foreign receivers. See In re Bridgestone Ams. 

Tire Operations, LLC, 459 S.W.3d 565, 570–71 (Tex. 2015).
7

593 (Tex. 1993) (“Comity is a doctrine grounded in cooperation and mutuality. 

United States courts defer to the sovereignty of foreign nations according to 

principles of international comity.”). 

Texas will extend comity by recognizing the laws and judicial decisions of 

another state, unless the foreign state declines to extend comity to Texas or sister 

states under the same or similar circumstances. Id. at 593–94. Comity has been 

applied to receivers appointed by foreign courts. See Massi v. Holden, No. 09-

1821, 2011 WL 6181258, at *4 (D. Minn. Dec. 13, 2011) (“There is a long and 

consistent precedent of deferring to receivership orders issued by a properlyinstituted court of a foreign country that has jurisdiction, even when they are not 

final judgments.”); BCCI Holdings (Luxembourg), Societe Anonyme v. Khalil, 20 

F.Supp.2d 1, 4 (D. D. C. 1997) (“The recognition of liquidators or trustees 

appointed by foreign courts to act as receivers empowered to sue or be sued on 

behalf of insolvent corporations is neither unusual nor contrary to federal law.”). 

Indeed, at least one court has extended comity specifically to a receiver appointed 

by a Netherlands Antilles court. See In re Colorado Corp., 531 F.2d 463, 468–69 

(10th Cir. 1976) (holding that it was an abuse of discretion for trial court to deny 

comity to receiverships created by Luxembourg and Netherlands Antilles courts). 

Because there is nothing in the record indicating that Curacao, part of the 

Netherlands Antilles, has not extended comity to Texas in the past, nor that 

accepting the Curacao court’s appointment of Blaauw as the receiver of the two 

corporations would violate Texas public policy, we conclude that Blaauw has 

standing to pursue the corporations’ claims in Texas.5

 See K. D. F., 878 S.W.2d at 

 

5

 To the extent that Gabriel’s cross-appeal issue is intended as a challenge to Blaauw’s 

capacity, it fails for lack of a verified pleading. Tex. R. App. P. 33.1(a); Tex. R. Civ. P. 93(1); 

Nootsie, Ltd., 925 S.W.2d at 662 (holding Nootsie waived any complaint about appraisal 

district’s legal capacity because it failed to raise the issue through a verified pleading in the trial 

court). 
8

595 (“In the absence of a clear indication to the contrary, we will treat Kansas as a 

cooperative jurisdiction. Texas will extend comity to the law of a cooperative 

jurisdiction so long as that law does not violate Texas public policy.”); AutoNation, 

Inc. v. Hatfield, 186 S.W.3d 576, 580 n.4 (Tex. App.—Houston [14th Dist.] 2005, 

no pet.) (“Because the real party in interest was unable to show that Kansas would 

not extend comity, the court treated Kansas as a cooperative jurisdiction and 

determined that Texas should extend comity to Kansas provided Kansas law does 

not violate Texas public policy.”). 

II. The trial court did not err when it decided that Mexican law applied to 

all claims raised by appellants.

 In two issues appellants challenge the trial court’s ruling that Mexican law 

applied to all of the claims asserted in their lawsuit against Gabriel. Because 

appellants asserted many of the same causes of action, and filed a single brief in 

which they collectively addressed their issues on appeal, we address both issues 

together. 

A. Standard of review and applicable law

 The issue of which state’s law to apply is a question of law for the court to 

decide. Greenberg Traurig of New York, P.C. v. Moody, 161 S.W.3d 56, 70 (Tex. 

App.—Houston [14th Dist.] 2004, no pet.). We therefore review the trial court’s 

decision de novo. Id.

 A court must make a conflict-of-law decision only when a case is connected 

with more than one state and the laws of those states differ on points in issue. Id.

at 69. The parties to this appeal established the existence of a conflict and we must 

determine if the trial court erred when it decided that Mexican law, rather than 

Texas or Curacao law, control. Id. at 70. 

 Texas courts use the “most significant relationship” test found in the 
9

Restatement (Second) of Conflicts of Laws to decide choice-of-law issues.6 Id. 

Under that test, a court considers which state’s law has the most significant 

relationship “to the particular substantive issue to be resolved.” Hughes Wood 

Prods., Inc. v. Wagner, 18 S.W.3d 202, 205 (Tex. 2000). The Restatement 

methodology requires a separate conflict-of-laws analysis for each issue in a case. 

Greenberg Traurig, 161 S.W.3d at 70. Appellants’ claims in this case can be 

placed into two groups: general torts (claims related to Gabriel’s alleged misuse of 

the corporations’ assets) and fraud-based claims (claims related to Gabriel’ alleged 

misrepresentations and his alleged failure to disclose his alleged misdeeds). Three 

sections of the Restatement apply here. 

Section 6(2) of the Restatement sets out general factors relevant to the 

choice-of-law question:

(a) the needs of the interstate and international systems,

(b) the relevant policies of the forum,

(c) the relevant policies of other interested states and the relative 

interests of those states in the determination of the particular 

issue,

(d) the protection of justified expectations,

(e) the basic policies underlying the particular field of law,

(f) certainty, predictability and uniformity of result, and

(g) ease in the determination and application of the law to be 

applied. 

RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 6(2) (1971). 

Section 145 of the Restatement provides specific considerations relevant 

when applying the Section 6 general conflict-of-laws principles to a tort case:

 

6

 The Texas supreme court adopted sections 6 and 145 of the Restatement (Second) of 

Conflict of Laws in Gutierrez v. Collins, 583 S.W.2d 312, 318–19 (Tex. 1979). 
10

(1) The rights and liabilities of the parties with respect to an issue 

in tort are determined by the local law of the state which, with 

respect to that issue, has the most significant relationship to the 

occurrence and the parties under the principles stated in § 6. 

(2) Contacts to be taken into account . . . to determine the law 

applicable to an issue include: 

(a) the place where the injury occurred, 

(b) the place where the conduct causing the injury occurred, 

(c) the domicile [sic], residence, nationality, place of 

incorporation and place of business of the parties, and

(d) the place where the relationship, if any, between the 

parties is centered. 

Id. at § 145. 

 Finally, this court has adopted Restatement section 148 to determine the 

governing law in fraud and misrepresentation cases. Greenberg Traurig, 161 

S.W.3d at 71. Section 148 provides: 

(1) When the plaintiff has suffered pecuniary harm on account of 

his reliance on the defendant’s false representations and when 

the plaintiff’s action in reliance took place in the state where the 

false representations were made and received, the local law of 

this state determines the rights and liabilities of the parties 

unless, with respect to the particular issue, some other state has 

a more significant relationship under the principles stated in § 6

to the occurrence and the parties, in which event the local law 

of the other state will be applied. 

(2) When the plaintiff’s action in reliance took place in whole or in 

part in a state other than that where the false representations 

were made, the forum will consider such of the following 

contacts, among others, as may be present in the particular case 

in determining the state which, with respect to the particular 

issue, has the most significant relationship to the occurrence 

and the parties: 

(a) the place, or places, where the plaintiff acted in reliance 

upon the defendant’s representations, 
11

(b) the place where the plaintiff received the representations, 

(c) the place where the defendant made the representations, 

(d) the domicil [sic], residence, nationality, place of 

incorporation and place of business of the parties, . . . .

RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 148. When evaluating fraudbased claims to determine governing law, the principal focus is on where the 

conduct occurred. Greenberg Traurig, 161 S.W.3d at 72. 

 The Restatement generally encourages courts to rely less on the section 6 

general principles than on the application of the factors found in the sections 

addressed to specific types of claims. Tracker Marine, L.P. v. Ogle, 108 S.W.3d 

349, 357 (Tex. App.—Houston [14th Dist.] 2003, no pet.). The contacts relevant 

to those sections are to be evaluated according to their relative importance with 

respect to the particular issue. Red Roof Inn, Inc. v. Murat Holdings, L. L. C., 223 

S.W.3d 676, 685 (Tex. App.—Dallas 2007, pet. denied). The number of contacts 

with a state are not determinative; rather, we evaluate them in light of the state 

policies underlying the particular substantive issue. Enterprise Prods. Partners, 

L.P. v. Mitchell, 340 S.W.3d 476, 481 (Tex. App.—Houston [1st Dist.] 2011, pet. 

dism’d). 

B. Appellants’ non-fraud-based tort claims7

 The first factor to be considered is the place of injury. The sisters were 

citizens and residents of Mexico. The sisters alleged that they suffered financial 

harm as a result of Gabriel’s alleged misuse of funds belonging to the two 

corporations formed by their father for the benefit of all of his children. Any 

injury they suffered as a result of Gabriel’s alleged conversion and theft of the 

corporations’ assets would have been suffered in Mexico. See RESTATEMENT 

 

7 These include conversion and claims under the Texas Theft Liability Act. These claims 

were asserted by the sisters and Blaauw.
12

(SECOND) OF CONFLICT OF LAWS § 145 cmt. (f) (“The effect of the loss, which is 

pecuniary in its nature, will normally be felt most severely at the plaintiff’s 

headquarters or principal place of business.”). The corporations were organized in 

Curacao, and it was the corporations’ assets Gabriel allegedly converted or stole. 

The corporations conducted no business in Curacao or elsewhere, had no bank 

accounts in Curacao, and were ultimately declared dormant by the Curacao courts. 

We conclude that any harm the corporations may have experienced did not occur 

in Curacao. The corporations did have bank accounts in New York and Gabriel 

allegedly ordered the New York bank to send corporate funds around the globe for 

his personal use. The locations included California, New York, Mexico, France, 

Switzerland, England, Spain, and Texas. We conclude that the final destinations of 

these funds transfers were fortuitous and therefore carry little weight in the 

analysis. See Schippers v. Mazak Props., Inc., 350 S.W.3d 294, 300 (Tex. App.—

San Antonio 2011, pet. denied) (“According to the Restatement, when the place of 

injury is fortuitous, the place of injury is not as important in the determination.”); 

Sico N. Am., Inc. v. Willis, No. 14-08-00158-CV, 2009 WL 3365856, *3 (Tex. 

App.—Houston [14th Dist.] Sept. 10, 2009, no pet.) (mem. op.) (“More 

importantly, place of injury is not an important contact when—as in this case—the 

place of injury is fortuitous.”). The corporations conducted no activities in Texas 

and therefore could have suffered no harm here. We conclude this factor, to the 

extent it weighs in the analysis, points to Mexico or New York, not Curacao or 

Texas. 

 The second factor to be examined is the place where the conduct causing the 

alleged injury occurred. The conduct at issue here is Gabriel ordering the 

corporations’ New York bank to send funds allegedly belonging to the 

corporations to various locations around the world. Appellants contend that this 
13

conduct occurred in Houston. They rely on the undisputed fact that the letters sent 

to the bank ordering the transfers had a Houston mailing address for the 

corporations.8 Gabriel does not deny ordering the transfers. Gabriel asserts instead 

that he ordered the transfers either from his office in Mexico, or occasionally while 

he was actually visiting New York. In support of this contention, Gabriel points to 

(1) his deposition and other testimony to that effect, (2) his testimony that Houston 

was not the headquarters of the two corporations and the use of the Houston 

mailing address resulted entirely from Mexico’s poor mail service, and (3) the fact 

that some of the exhibit letters have fax headers establishing they were faxed from 

Mexico. Finally, while Gabriel admitted that he made frequent trips to Houston 

and he stayed at the address used on the bank transfer letters, he pointed to the lack 

of evidence tying the various bank transfer letters to a time when he was visiting 

Houston. We conclude that this factor points to both Mexico and Texas. 

 The third factor to be considered is the domicile, residence, nationality, 

place of incorporation, and the place of business of the parties. It is undisputed 

that the sisters and Gabriel were always residents and citizens of Mexico. It is also 

undisputed that Mexico was the location of Gabriel’s many business activities. 

While the corporations were incorporated in Curacao, they conducted no business 

there or anywhere else. We conclude that this factor weights most heavily toward 

Mexico. 

 The fourth factor in the analysis is the place where the parties’ relationship is 

centered. The sisters allege that their deceased father, a Mexican citizen and 

resident, created the corporations on behalf of the four siblings, all also Mexican 

 

8 Appellants attached twelve letters as Exhibit C to their response to Gabriel’s amended 

motion for application of Mexican law. The letters are dated between 1996 and 2003 and the 

transfers range in amount from $4,000 to $1.5 million. Gabriel signed all of the letters, usually 

as a representative of the particular corporation that owned the bank account. 
14

residents. The shareholders of the corporations were always Mexican residents. 

They allege the father charged Gabriel with protecting this gift for the benefit of all 

four siblings. Further, Gabriel, a Mexican resident, held a power of attorney to 

manage the corporations. We conclude Mexico is the place where the parties’ 

relationship is centered. See Jelec USA, Inc. v. Safety Controls, Inc., 498 

F.Supp.2d 945, 953 (S. D. Tex. 2007) (concluding parties’ relationship centered in 

Louisiana because “the parties maintained contractual and fiduciary relationships 

both before and after this suit was filed, and this case centers around the conduct of 

each party affecting a business relationship with another party, all of whom are 

citizens of Louisiana.”). 

 While Texas, New York, and Curacao have some connection to the general 

tort allegations in this lawsuit, applying the general factors found in section 6, we 

conclude that Mexico has the most significant relationship to the parties and the 

dispute. See Highland Crusader Offshore Partners, L.P. v. Motient Corp., 281 

S.W.3d 237, 252 (Tex. App.—Dallas 2009, pet. denied) (“Although our review 

does not reveal any overwhelming factor in determining which state has the most 

significant relationship to the occurrence and the parties, we conclude Texas has a 

more significant relationship to the dispute than New York and therefore New 

York law does not apply.”); Red Roof Inns, Inc., 223 S.W.3d at 685 (holding 

Louisiana rather than Ohio had more significant relationship to dispute after 

examining section 145 contacts and section 6 general factors). 
15

C. Appellants’ fraud-based claims.9

 The section 148 factors generally overlap the section 145 factors. Compare

RESTATEMENT (SECOND) OF CONFLICT OF LAWS §145 with RESTATEMENT 

(SECOND) OF CONFLICT OF LAWS §148. As with general tort claims, when 

presented with a conflict-of-law issue relating to fraud-based claims, courts will 

apply the law of the state with the most significant relationship to the parties and 

the dispute. Greenberg Traurig, 161 S.W.3d at 75. When evaluating fraud-based 

claims to determine governing law, the principal focus is on where the conduct 

occurred. Id. at 72. 

 Appellants’ fraud-based claims focus on allegations that Gabriel 

misrepresented his use of the corporations’ assets, failed to disclose his alleged 

misuse of the corporations’ assets, and misrepresented the status of the two 

corporations. These actions, or inactions as the case may be, allegedly occurred in 

Mexico, where Gabriel lived and conducted his business. Further, the sisters’ 

reliance allegedly occurred in Mexico as well. While the corporations’ reliance 

allegedly occurred in Curacao, we conclude that Mexico has the most significant 

relationship with appellants’ fraud-based claims. See id. at 75 (concluding New 

York law applied despite Texas having some relationship to the issues because 

“the actions and omissions of Greenberg Traurig did not occur in Texas.”). 

 

9 This category includes the remainder of appellants’ claims, including breach of 

informal fiduciary duty, fraud, breach of fiduciary duty, fraudulent transfer, “money had and 

received/unjust enrichment,” suit for an accounting, and Curacao statutory claims alleging 

Gabriel breached duties as the manager of the corporations. See Yeske v. Piazza Del Arte, Inc., 

513 S.W.3d 652, 675 (Tex. App.—Houston [14th Dist.] 2016, no pet.) (“To be entitled to an

accounting, a plaintiff usually must have a contractual or fiduciary relationship with the party

from which the plaintiff seeks the accounting.”); Eun Bok Lee v. Ho Chang Lee, 411 S.W.3d 95, 

111 (Tex. App.—Houston [1st Dist.] 2013, no pet.) (“A person is unjustly enriched when he 

obtains a benefit from another by fraud, duress, or the taking of an undue advantage.”).
16

 Having determined that Mexico has the most significant relationship to all 

issues alleged in this litigation, we overrule appellants’ issues. 

CONCLUSION

 Having overruled all of the issues raised by appellants in this appeal, we 

affirm the trial court’s judgment. 

 

 /s/ Martha Hill Jamison

 Justice 

Panel consists of Chief Justice Frost and Justices Boyce and Jamison (Frost, C.J., 

concurring).