Affirmed and Memorandum Majority and Concurring Opinion s filed September 21 , 2023.

In The 

## Fourteenth Court of Appeals

NO. 14

- 23

- 00031

- CV

RDF AGENT, LLC, RELATED FUND MANAGMENT, LLC, AND BRIAN SEDRISH , Appellant s
V. ELECTRIC RED VENTURES, LLC, MANFR ED CO. L.C. , AND MONZER H OUR AN I , Appellee s

On Appeal from the 129th District Court Harris County, Texas Trial Court Cause No. 2022

- 20609

MEMORANDUM MAJORITY OPINION Appellees Electric Red Ventures, LLC, Manfred Co. L. C. , and Monzer Hourani (collectively, the “Electric Appellees”) sued ap pel lants RDF Agent, LLC, Related Fund Management, LLC, and Brian Sedrish (collectively, the “RDF Appellants”), asserting claims for fraud and conspiracy to commit fraud. The Electric Appellees also requested a declaratory judgment with respect to the2 part ies ’ rights and obligations under a loan term sheet

. The trial court denied the RDF Appellants’ special appearances and Appellants filed this interlocutory appeal. See Tex. Civ. Prac. & Rem. Code Ann. § 51.014(a)(7). F or the reasons below, we affirm.

B ACK GR O UND
This case centers on a financing arrangement, the inception of which occurred at a business meeting in Houston. B efore delving into the trans action’s intricacies, we begin with an overview of the parties and the ir business relationships.

• No n
- p a r ty Medistar Corporation specializes in developing and financing multi

- use real estate projects. Medistar is headquartered in Houston and was founded by appellee Monzer Hourani.

• Medistar is the parent company of appelle e Electric Red Ventures , LLC

. El e c tric Red Ventures is organized under Arizona law and maintains i ts principal place of business in Arizona. Appellee Mo nzer Hourani is the CEO of Electric Red Ventures.

• Appellee Manfred Co. L.C. is a Texas limited liabi lity company with its princ ipa l p l a ce of business in Houston. Appellee Monzer Hourani is also the CEO of Manfred Co.

• Appellant Related Fund Management , LLC is a real estate investment manager that works on behalf of third

- party clients and affiliated inve stment funds to identify and m ana g e commercial real estate ventures. Related Fund Management is organized under Delaware law and maintains its principal place of business in New York.

• After an investment opportunity is identified, appellant RDF Agent , LLC negotiates the term sheet and ot h e r loan documents and acts as a servicer on certain loans. RDF Agent is a Delawa re company with its principal place of business in New York.

• Appellant Brian Sedrish is a managing director of appellant Related Fund Managem ent and an authorized signato ry fo r appellant RDF Agent. Sedrish has acted as a representative for both companies.3 In April 2021, Sedri sh was approached by a real estate broker to explore the possibility that RDF Agent or its affiliates would lend Medis tar or its affiliates approxi mat el y $230 million to develop a multifamily real estate project in Arizona.
Sed rish traveled to Texas approximately two months later to meet with Medistar
executives.
After arriving in Houston, Sedrish “took the opportunity to tour the various projects Med i s tar and its affiliates have there.” One of these projec ts was a Best
Western hotel Medistar owned near the Texas Medical Center.
After the conclusion of the tour, Sedrish met with Monzer Hourani, Gino
Hourani , and other Medistar executi ves “ for abou t a n hour to discuss pote ntial business between Medistar and [Related Fund].” Gino Hourani described the meeting as follows:
During [the] meeting, Mr. Sedrish said that his company had strong relationships with equity sources and would help us secure the equ i t y we needed to proceed with [the multifamily real estate project in Arizona]. At the meeting, we also discussed other projects in Houston, including the Best Western hotel in the Houston Medical Center.

After the conclusi on of the meeting, the partie s c o n tinued to communicate regarding the Summary of Indicati ve Loan Terms and Conditions ( the “ Term
Sheet ” ) , which set out the proposed loan terms for the Arizona project. The Term
Sheet was executed on Ju ly 23, 2021, and the Electric Appellees paid RDF A gen t a $350,000 due diligence deposit.
Appellee Monzer Hourani signed the Term Sheet (1) as CEO of Electric Red
Venture s , the “Borrower,” (2) a s CEO of Manfred Co., a “Guarantor,” and (3) in his individual capacity as a secon d “Guarantor.” Sedrish signed th e Term Sheet as Managing Director for RDF Agent. The Term Sheet also includes a “Right of First4 Refusal” which states:
Agent[ ] shall be granted .

. . a Right of First Refusal (“ROFR”) to provide financing for the Medist a r Best Western Medical site l oca te d in Houston, TX. Terms for the ROFR shall be defined in the definitive Loan agreement. In March 2022, RDF Agent’s attorney sent a demand letter to the Electric Appellees. Ass erting that the Electric Appellees have “con s istently delayed the

progress of t he transaction described in the Term Sheet,” the letter alleges that Appellees committed two breaches of its terms: (1) “failing to timely secure the equity for the Project necessary to close the Loan,” and (2) breaching the Term Sheet’s exclusivity pro vi sion by “pursu[ing] or contact[ing] persons other than Agent in respect of financing the Project.” The letter demands liquidated damages in the amount of $2.3 million and RDF A gent’s out

- of

- pocket costs, which total ed $3 5 0,000. The Electric Appelle es su ed the RDF Appellants approximately one month
later. In their live pleading , the Electric Appellees assert the following claims and supporting allegations:

• Fraud : The Electric Appellees assert that the RDF Ap pellan ts fr au dulently misrepresented that the y (1) would assist Appellees in locating and securing equity as required by the Term Sheet, and (2) would not enforce the Term Sheet’s liquidated damages provision.

• Conspiracy to commit fraud : The Electric App ellees alleg e t hat the RDF Appellants “fraud ule nt ly misrepresent[ed] facts to induce [Appellees] to execute the Term Sheet.”

• De claratory judgment: The Electric Appellees also request declaratory relief with respect to the parties’ rights and obligations under th e Ter m S heet, including that (1) Appelle es did not breach their obligations under the Term Sheet’s exclusivity provision, (2) RDF Agent did not suffer any harm from the parties’ failure to enter into a loan agreement, and (3) the term sheet’s liquidated da mages pr ovision is an unenf orceable penalty.5 The RDF Appellants filed special appearances and attached evidence. The Electric Appellees responded and included additional evidence. The trial court signed an order denying the RDF Appellants’ special appear ances

. The RDF Appellants
filed th i s inte rlocutory appeal. See Tex. Civ. Prac. & Rem. Code Ann. § 51.014(a)(7).

A NALYSIS On appeal, the RDF Appellants assert that the trial court erred in denying their special appearances because their contacts in Texa s do not support an exercis e of gen e ral or specific personal jurisdiction. The RDF Appellants also argue that an exercise of jurisdiction is contrary to principles of fair play and substantial justice.

I. Gover ni ng Law and S tandard of Review

A. Pe rsonal Juris dicti o n Principles

An exer cise of p ersona l jurisdiction in Texas state courts turns on an application of both federal and state law. See Searcy v. Parex Res., Inc. , 496 S.W.3d 58, 66 (Tex. 2016). Specifically, Texas courts may exercise personal jurisdic tion ove r a nonresident def endant i f “(1) the Texas long

- arm statute authorizes the exercise of jurisdiction, and (2) the exercise of jurisdiction is
consistent with federal and state constitutional due

- process guarantees.” Moki Mac River Expeditions v. D rugg , 22 1 S.W.3d 569, 574 ( Tex. 200 7 ); see also Watamar Holding S.A. v. SFM Holdings, S.A. , 583 S.W.3d 318, 326 (Tex. App.

— Houston [14th Dist.] 2019, no pet.).

T he Texas long

- arm statute extends personal jurisdiction over a nonresident
defendant who does b usine ss in Texas. See Tex. Civ. Pr a c. & R em. Code Ann. § 17.042. The Legislature has delineated a non
- exclusive list of acts that may6 constitute “doing business ” in this state, including (1) “contract[ing] by mail or
otherwise with a Texas resident and e ither pa rty is to perform t he contr a ct in whole or in part” in Texas, (2) “commit[ t ing] a tort in whole or in part” in Texas, or (3) “recruit[ing] Texas residents, directly or indirectly or through an intermediary located in [Texas], for employment inside or ou tsid e the state.” Id

. The Texa s Supre me Court has repeatedly interpreted this statutory language to reach as far as the federal constitutional requirements of due process will allow. See Retamco Operating, Inc. v. Republic Drilling Co. , 278 S.W.3d 3 33, 3 37 ( Tex. 2009); Michian a Easy L i vin’ C ountry, Inc. v. Holten , 168 S.W.3d 777, 788 (Tex. 2005). Therefore, the requirements of the Texas long

- arm statute ar e satisfied if the exercise of personal jurisdiction comports with federal due

- process limitati ons. See Retamco Operating, Inc. , 2 7 8 S.W. 3d at 337

- 38 (“Therefore, we only analyze whether [the nonresident defendant’s] acts would bring [it] within Texas’s j urisdiction consistent with constitutional due process requirements.”).
Personal jurisdiction o ver a non resident defendant is consi s tent w ith federal
and state constitutional due

- process guarantees when (1) the defendant has
established minimum contacts wi th the forum state, and (2) asserting personal jurisdiction over the defendant does not offend tradi tion al notions of fair play and
substa ntial justice. Searcy , 496 S.W.3d at 66; Wormald v. Villarina , 543 S.W.3d 315, 320 (Tex. App.

— Houston [14th Dist.] 20 17, no pet.). This “minimum contacts” analysis can support two distinct types of personal juri sdict ion: specific

or gener al. BMC Softwa re Belg., N.V. v. Marchand , 83 S.W.3d 789, 795 (Tex. 2002).

B. Standard of Review and Sh ifting Burd ens of Proof
A nonresident defendant may file a special appearance to chal lenge the trial court’s exercise of persona l jur isdi ction. See Tex. R. Civ. P. 120a; see also7 Wormald , 543 S.W.3d at 319. The trial court determines a special appearance “on the basis of the pleadings, any stipulations made by and between the parties, su ch affidavits and attachments as may be fil ed by the parties, the resul ts of di s covery processes, and any oral testimony.” Tex. R. Civ. P. 120a.
The plaintiff bears the initial burden of pleading sufficient allegations to bring the nonresident defendant w ithin the reach of Texas’s long

- arm statute

. Ke lly v. Gen. Interior Co nstr., I n c. , 30 1 S.W.3d 653, 658 (Tex. 2010); Watamar Holding S.A. , 583 S.W.3d at 326. If the plaintiff fails to plead facts bringing the defendant within reach of the Texas long

- arm s tatute, the defendant need only prove that he do es n ot live in Texas to negate j urisdi ction. Kelly , 301 S.W.3d at
658.
If the plaintiff meets its initial burden, the burden of proof then shifts to the defendant to negate all alleged bases of jurisdiction. Retamco Operating, Inc. , 278
S.W.3d at 33 7; se e al so Kelly , 301 S.W.3 d at 658 (“Beca use 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 p leading.”). The plaintiff can then respond with its own evidence that affirms i ts all egations. Phillips Dev. & Realty, LLC v. LJA Eng’g, Inc. , 499 S.W.3d 78, 85 (Tex. App.

— Houston [14th Dist.] 2016, pet. denied).
The nonresident defendant can negate juri sdiction on either a factual or legal
basis

. Ke lly , 301 S.W.3d at 659; Hoaglan d v. Bu tcher , 474 S.W.3d 802, 810 (Tex. App.

— Houston [14th Dist.] 2014, no pet.). Factually, the defendant can present evidence that it has no contacts with Texas, thereby disp roving the plaintiff’s allegations. Kelly , 301 S.W. 3d at 659. Legally , the de f endant can show that “even if the plaintiff’s alleged facts are true, the evidence is legally insufficient to establish jurisdiction; the defendant’s contacts with Texas fall s hort of purposeful8 availment; for specific juris dict ion, that the claim s do not arise from the contacts; or that traditional notions of fair play and substantial justice are offended by the exercise of jurisdiction.” Id .; see also Hoagland , 474 S.W.3d at 810. The plaintiff can respond with eviden ce th at a ffirms its allegati ons, and it ris ks dismissal of its claims if it cannot present evidence establishing personal jurisdiction. Kelly , 301
S.W.3d at 659.
On appeal, the scope of review in a special appear ance case includes all
evidence in the reco rd. Phil lips Dev. & Realty, LLC , 49 9 S.W.3 d at 85. We do not address the merits of the lawsuit when we review an order denying a special

appearance. See Michiana Easy Livin’ Country, Inc. , 168 S.W.3d at 791

- 92. The existence of personal jurisdiction is a que stio n of law that somet imes is

p recede d by the resolution of factual disputes. Marchand , 83 S.W.3d at 794; Hoagland , 474 S.W.3d at 811. Where, as here, the trial court did not issue findings
of fact and con clusions of law, all relevant facts that ar e nec essa ry to support the j udgment a nd sup ported by evidence are implied. Old Republic Nat’l Title Ins. Co.
v. Bell , 549 S.W.3d 550, 558 (Tex. 2018). We presume the trial court resolved all factual disputes in favor of its judgment; credibility determin ation s ar e to be made by the trial c o urt. Am. Type Culture C ollection

, Inc. v. Coleman , 83 S .W.3d 801, 806 (Tex. 2002); Watamar H oldings S.A. , 583 S.W.3d at 325

- 26.

II. Application
Turning to the jurisdictional analysis, we begin by considering whet her the
E lectr ic A ppellees pleaded al legation s suffi cient to bring the RDF Appellants
within the reach of Texas ’ s long

- arm statute. See Kelly , 301 S.W.3d at 658

- 60; see also Tex. Civ. Prac. & Rem. Code Ann. § 17.042; Huynh v. Nguyen , 180 S.W.3d 608, 619

- 20 (Tex. A p p.

— H oust on [14th Dist.] 200 5, no pe t .) (“T his minimal pleading requirement is satisfied by an allegation that the nonresident defendants9 are doing business in Texas.”). To determine whether the Electric Appellees satisfied this burden, we consider their plead ings as w ell as their r esponse t o the RDF Appellants ’ special appearance s

. See Max Protetch, Inc. v. Herrin , 340 S.W.3d 878, 883 (Tex. App.

— Houston [14th Dist.] 2011, no pet.). We accept as true the allegations in Appelle es ’ pleadings and response. See Yujie Ren v. ANU Res., LL C , 50 2 S .W.3d 8 40, 846 (Tex. App.

— Houston [14th Dist.] 2016, no pet.).

In their second am ended petition, the Electric Appellees alleged that the
RDF Appellants were “ doing business ” in Texas because they (1) purposefully
avail ed th em selv es of th e privilege s and be nefits of Texas, and (2) committed a tort in whole or in part in Texas. The Electric Appellees pleaded the following jurisdictional facts to support these allegatio ns:

• Appellant Sedrish traveled to Houston to meet wit h Med istar representatives to discus s the mul tifamily real estate project in Arizona

.

• Sedrish attended t his meeting in his capacity as an employee of

a ppellant Related Fund Manag ement and as an agent and authorized signatory of appel lant RDF A gent.

• Sed rish, “ on b eha lf of RDF Agent and Rela ted Fun d M anagement, ” fraudulently represented that the RDF Appellants would help Medistar

“ locate equity partners to fulfill the terms of the proposed l oan term sheet. ”

• RDF Agent executed the Term Sheet with the Ele ctric Appel lees on July 23, 20 21. 1 Th e Elect ric Appellees remitted to R DF Agent a

1 For the purpos es of examin i ng ju risdiction, we will assume without decid ing that this is a valid contract. We express n o opinion as to the validity o r enforceability of th e T er m Sheet. See Michiana Easy Liv in’ Country, Inc. , 168 S.W.3d at 791

- 9 2 ( co u rts do not ad dress the merits of the lawsuit when re viewing an order denying a special appearance ); see also, e.g. , Concord Energy, LLC v. VR4

- Grizzly, LP , No. 05

- 21

- 01126

- CV , 202 2 WL 17101034, at * 6 (Tex. App.

— D alla s Nov. 22, 2022, no pet.) (mem. o p.) (c o nclu ding tha t the question of whethe r an agreement
was “ valid and enforceable ” was “ a question regarding the merits ” and thu s outside the “ scope of review ” ); Guam Indus. Servs., I nc . v. Dresser

- Rand Co. , 514 S.W. 3d 8 28, 835 n.3 (Tex. App.

— Houston [1st Dis t .] 2 017, no pet.) ( “ For purpos es of our analysis, we assume without deciding that a valid contract exists

. ” ).10 $350,000 due diligence deposit. Satisfying their initial b urden, t he Elec tric Appellees pleaded suf ficient jurisdictional facts to support their allegations that the RDF A ppell ants ’ conduct
falls within Texas ’ s long

- arm statute

. See Tex. Civ. Prac. & Rem. Code Ann. § 17.042 ; see also, e.g. , Dresser

- Rand Grp., In c. v. Ce ntaur o Cap

. , S.L.U. , 448
S.W.3d 577, 583 (Tex. App.

— Houston [14 th Dist.] 2014, no pet.) ( “ The [ plaintiffs ] sat isfied their initial burden by alleging that the [defendants] were doing business in Texas within the meaning of section 17.042( 1) of the Texas Ci vil
Pra ctice and Re medie s Code. ” ); Hu ynh , 1 80 S.W.3d at 619

- 20 ( “ Because [the plaintiff ] pleaded in its p etiti on in intervention that [the defendant] conducted business in Texas and committed torts in Texas, [the plaintiff] satisfied this pleading re quirem ent. ” ).

Acc ordingly, the burden shifted to the RDF Appellants to negate all the
bas es of jurisdiction al leged by th e Electric Appellees. To determine whether this
burden was met, we analyze the RDF Appellants ’ contacts under the due proces s juris dictiona l frame work and examine whether (1) Appellants established minimum contacts with Texas, and (2) asserting pers onal j urisdiction over Appellants offends traditional noti ons of fair play and su bstantial justice. See Searcy , 496 S .W.3d at 66; Wormald , 543 S. W.3d at 320.

A. Mi nimum Contacts
Under a specific personal jurisdiction analys is, a defendant es tablishes
mini m um c on tacts with a state when it “ p urposefully avail s itse lf o f the privilege
of conduc ting activities within the forum state, thus invoki ng the b enefits and protections of its laws. ” Retamco Operating, Inc. , 278 S.W.3d at 338. Essentially, the purp osefu l avai lment analysis seeks to determine whether a nonresident ’ s conduct and connection to the forum state are such that it could anticipat e bein g11 haled i nto a court there. Moncrief Oil Int ’ l Inc. v. OAO Gazprom , 414 S.W.3d 142,
152 (Tex. 2013)

. This anal ysis us es a three

- pronged approach: (1) only the
defendant ’ s contacts with the forum state are relevant

— not the unilateral activity
of s omeone e lse; (2 ) whether those contac ts are purposeful rather than random, fortuitous, or attenuated; and (3) wh ether the de fendant sought some benefit, advantage, or profit by availing itself of the jurisdiction. Moki Mac River Expeditions , 221 S.W.3d at 575; Yuj ie Ren , 502 S.W.3d at 848. We focus on the quality and nature of the contacts, rather than the quantit y. M oncrief O il Int ’ l Inc. , 414 S.W.3d at 151.
In addition to the purposeful availment analysis, we must determine whether the Electric Appellees ’ claims arise from or relate to the RDF Appellants ’ purposeful contacts with Texas. See Moki Mac River Exped ition s , 221 S. W.3d at
575

- 76; Moring v. Inspectorate Am. Corp. , 529 S.W.3d 145, 155 (Tex. App.

— Houston [14th Dist.] 2017, pet. denied). This stan dard req uires “ a substantial
connection between th ose contacts and the operative facts of the litigation.” Mo ki
Ma c River Ex peditions , 221 S.W.3d at 585.
Here, the evidence supports the trial court ’ s implied finding that the RDF
A p pellants p urposefully ava il ed the mselves o f the privilege of conduc ting
activities within Texas such that they could anticipate bein g haled into cour t in the

state :

• In his d e claration, Gino Hourani ( the vice president of development at Medistar) said he met with app ellant Sedrish in Houst on to d isc uss financing real estate pro jects

. Hourani stated that , d uring this meeting, S edrish re pr e sent ed that “ h is company .

. . would help us secure the equity we needed to proceed wit h a real estate project. ” This alleged misrepres entation i s one of the tw o t hat form the basis of the E lectric Appellees ’ fraud claim.12 • After this me eting , th e p artie s con tinued to c ommunicate about the conditions of t he Te rm Sheet , including substantial revisions to its ter ms.

• Th ese communications culminated in an executed Term Sheet.

• At his deposition, Sedrish said he initially w as acting as a representative for Relat ed Fund Ma nagement i n determining whethe r to source Me distar ’ s prop ose d multifamily real estate project in Arizona

. Sedrish said that when the Ter m Sheet wa s being n e gotiated and signed, he was acting for RDF Agent

.

• Sedrish also discu ssed traveling to T exas fo r t he 2021 me eting with Medi star e xecuti ves

. Sedris h said h e di d not meet with any other

c ompanies regarding sourcing new transactions on this trip

.

• Sedrish said that, while he was in Texas, the M ed istar representatives took him to tour thei r loc al assets.

• Af ter the tour , Sed rish had lunch with Medistar representatives, including Gino and Monzer Hourani.

• When asked what was dis cussed during t h is meeti ng with the M edist ar representatives, Sedrish repeatedl y stated h e did “ not recall

. ”

• S ed ris h sai d he traveled to Texas “ hoping to possibly source a de al with [the Electric Appellees ] ” in his capacity as “ a repr es entativ e o f R elated Fund

. ”

• Sedrish acknowledged th at RDF A gent is the “ only agent ” that eve r
w orked as a loan servicer for Relat ed Fu nd.

T his evidenc e supports the conclusion that Sedrish , w hile working as a representative for Related Fun d Management and RDF Ag ent , purposefully availed
himself of th e privilege o f conducting ac tivities in Texas for business purp oses. See, e .g. , M ax Pr otetc h, In c. , 340 S.W.3d at 886 ( “ purposeful av ailment ” sho wn with “ r egular commu nication between [t he parties], includin g a face

- to

- face meeting in Houston during which [appellant] allegedly made misrepr esentation s inherently related to the c on tract an d w hich could support a separate cause of13 a ction i n tort ” ); ER C Midst rea m LLC v. Am. Midstream Partners, LP , 497 S.W.3d 99, 110 (Tex. App.

— Houston [14th Dist.] 2016, n o pet.) (reversin g order granting specia l appearance because individual came to T exas, me t w ith p laint iff to acquire
bu siness, and allegedl y ma de re pre sentation for ming the basis of the fraud clai m). Specifically, this evidence shows that the RDF Appella nts made numerous purposeful contacts in the state of Texas for the purpose of obt a ining f utu re be ne fit s or profits. See Moki Mac River Expeditions , 221 S.W.3d at 575; Yujie
Ren , 502 S.W.3d at 848.

T he evidence also shows a substantial connectio n between the RDF Appellan ts ’ contacts in Texas an d the operative fa cts of the litiga tion

. The El ect ric
A ppell ees ’ fraud and conspiracy to commit fraud claims a llege tha t S edrish (while representing Related Fund Management and RDF Agent) made misr e presentations
at the Te xas me etin g regarding whe ther he would a ssist Appell ees in finding equity

source s for the trans a ction

. This meeting in Texas (a nd the alleged misrepresenta tions mad e a t the meeting) culminated in the pa rties signing the Term
Sh eet, the conditions of which the Elect ric Appellees seek to clarify vi a d eclarator y judgment

. These Texas c ontac ts therefo re are substantial ly connect ed to the oper ati ve fac ts of the litiga tion

. See Moki Mac River Expeditions , 221 S.W.3d at 585.

Assertin g that they lack the minimum contacts necessary to establish

spe cific personal jurisdiction in Texas, the RD F App ellants ra ise two arguments

. First, the R DF Appellant s argu e that an y misrepresentations at the Texas meeting were made to “ r epresentatives of Medistar, a non

- party. ” These non

- party contacts, Appellants assert, “ can not ser ve as the b asis for speci fic j urisdictio n. ” We disagree. As mentioned ab ove , our spe cific personal jurisdiction analysis focuses on the defendants ’ contacts with the forum state

— not the plaintiff ’ s. See id

. at 575 . Moreover, th e evidence before the trial c ourt supports14 t he im pl ied finding that Sedr is h ’ s re presentations at the Texas meeting were made

to the Electric Appellees. At his deposition, Sedrish state d that he had lunch with
both Gino and Monzer Hourani during his trip t o Houston

. After this meetin g and the
conclus i on of t he subse quent Term S heet n egotiations, Monzer Hourani signed the Term Sheet in three capacit ies: (1) as CEO of appellee Electric Red Venture s , the “Borrower,” (2) a s CEO of app elle e Manfred Co., a “Guar antor,” and (3) in his
indivi dual capacity as a secon d “Guaran tor.” M onze r Hour ani, Elect ric Red
Venture s , and Man fred Co. are all parties to this litigation. Accordingly, the
evidence supports the conclusion that a substantial connection exists between t he RDF Appellants ’ Texas cont acts and the claim s ass erted by t he Electric Appell ees.
In their s econd argument, the RDF Appellants assert that the Term Sheet, standing alone, is insuff icient to support an extension of specific personal jurisdiction with r es pect to appellee RDF Agent. But RDF Agent ’ s conta cts with
T exa s extend beyond the Term Sheet.
At his deposition, Sedrish emp has ized that there is a distinction between his work with Related Fund Management and RD F Agent

. Sedrish stat ed that, a s a
rep resentative of Related Fund M anagement , he dete rmine s whether to fund a

sp ecific trans action ; but when the Term Sheet was be ing nego tiated and signed, he

w as acting f or RDF A gen t. Sedrish repeatedly stated that he came to Texas only as a representative of Related Fund Management to d etermine whether t o fun d the
Elec tric Appelle es’ pr oposed transaction.
However, according to Gino Hourani ’s affidavit, the parties negotiate d the
Term Sh eet ’s conditions at the Texas meeting, including whether the RDF Appella nt s wou ld assi st in securing equity sources for the project. Resolving al l
fact ual disputes in fa vor of the trial court ’ s ruling ( see Am. Type Culture
Coll ection, Inc. , 83 S.W.3d at 806) , this evidence supports the implied finding that15 Se drish acted as a repr esentative of R DF Agent at th e Texas meetin g wh e n he
disc ussed th e Term Sh eet ’ s conditions with Gino and Monzer Hourani

. Therefore, RDF Agent ’ s con tacts with the forum state extend beyond the Term Sheet itself

. As we disc ussed abov e, these contacts are suffici ent to support an extension of

sp ecif ic pe rso na l ju risdiction with respect to all three RDF Appellants.

In sum , we conclude the RDF Appellan ts established mi nimum contacts in
Texas sufficient for an extension of specific pers onal jurisdiction.

B. T raditio nal Noti ons of Fair P lay and Subs tant ial J us t ice

Th e RDF Appellant s also a ssert that exerci si ng jurisdiction is contrary to fair play and substantial justice.
For this analys is, we co nsi der: (1) the burden on the defendants; (2) t he
intere sts of the for um state in adjudicating the disp ute; (3) th e plain tiff ’ s inter est in

ge tting convenient and effective relief; (4) t he interstate judicial system ’ s interest
in o btaining the mo st effect ive resolution of the controversies; and ( 5) the sh ared
i nterests of th e several states in furthering fu ndam ental s u bstant ive policies

. Retamco Operating, Inc. , 278 S.W.3d at 341; Moring , 529 S.W.3d at 156. “When
the nonresident de fendant has pur posefully es tablished minimum contacts with the
for um state, only in rare instan ces will the exercise of jurisdic tio n not co m port w ith fair pla y and sub stantial justice.” Yujie Ren , 502 S.W.3d at 851. The defendant bears the burden of prese nting a compell ing case tha t the presence of some
consideration wo uld render an e xercise of jur isdiction unreasonable. Dodd v.
Sa vino , 426 S.W.3d 275, 287 (T ex. App.

— Houston [14th Dist.] 2014, no pet.).

To support their con tention that an exercise of personal jurisdiction is improper in these circumstances, the RDF Appe llants argue that (1) the Term Sheet is governed by New Yo rk law ; (2) appell ants Relate d Fund Management and RDF16 Agent are New York companies, and Se drish is a F l orida res ident; and (3) the parties already are engaged in litiga t ion in New York. The RD F Appellants also point out that, in the New York proceeding, the tr ial c o ur t di smissed with prejudice

t he Electric Appellees ’ fraud c ounterclai ms.
But these arguments do not present a compelling case that an exercise of personal jurisdiction would be unre asonable

. First, t he burden of litig a ting here is not so grea t as t o def e at jur isdiction gi ven that (1) Sedrish (w hile repr esenting
Related Fund Management and RDF Agent) attend ed a business meeting in Texas and negotiated the terms of a proposed financia l transact ion , (2) the partie s
eng aged in ongoing com mu nicatio ns reg ardin g the f inancial t ra nsaction , and (3) the parties contracted for the possibi lity of ongoing Texas obligations,
includ ing the Term Sheet ’ s right of first refusa l with respect to the Bes t Western
Medical Center hote l pr oject

. Moreover, Texas ha s a n inte rest i n reso lving a dispute in which two o f the t hree plai ntiffs are Texa s residents

. See Horizon Shipbuilding, Inc . v. B L

yn II Holding, LLC , 324 S.W.3d 840, 851 (Tex. App.

— Houston [14th Dist.] 2010, no pet.) ( “ the s tate of Texas has an obvious inte rest i n
pro v iding a forum for resolving disputes involving its cit izens, particularly disputes in which the defendant allegedly committed a tort in whole o r in part in Texas ” )

. Similarly, the Ne w York litiga tion does not vi t iate an extension of persona l ju risdic tion w ith re spect to the RDF Appellants. As the RDF Appellants stated in their special appearances, the New Yo rk lawsuit was filed on May 28, 2022

— over a month after the Electric Appell ees ’ original petition was fi led in the underlying suit. T her efore, the s econd

- filed New York p roceeding will not render

an e xercise of jurisdiction unreasonable in t his case.
Ultimately , we conclude this is not one of the rare cases in which exercisin g jurisdiction does not compo rt with fair play and substantial justi ce. S ee Ret amco17 Operating, Inc. , 278 S.W.3d at 341; Moring , 529 S.W.3d at 156. Therefore, the
trial court d id not err in denying the RDF Appellants ’ special appearances.

C ONCLUSION

Hav ing concluded the trial court properly may exercise personal j urisdi ction

over t he RDF Appellants, we affirm the trial court ’ s order den ying A pp ellants ’ special ap peara nces.

/s/ Meagan Hassan J ustic e

Pan el con s i sts of Ju stices Jewell, Hass an, and Wilson ( Jewell, J., concurring)

.