Affirmed and Memorandum Majority and Concurring Opinions 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, Appellants 

V.

ELECTRIC RED VENTURES, LLC, MANFRED CO. L.C., AND MONZER 

HOURANI, Appellees 

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 appellants 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 the 
2

parties’ 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). For the reasons below, we affirm.

BACKGROUND

This case centers on a financing arrangement, the inception of which 

occurred at a business meeting in Houston. Before delving into the transaction’s 

intricacies, we begin with an overview of the parties and their business 

relationships. 

• Non-party 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 appellee Electric Red Ventures, 

LLC. Electric Red Ventures is organized under Arizona law and 

maintains its principal place of business in Arizona. Appellee Monzer 

Hourani is the CEO of Electric Red Ventures. 

• Appellee Manfred Co. L.C. is a Texas limited liability company with 

its principal place 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 

investment funds to identify and manage 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 other loan documents and acts as a 

servicer on certain loans. RDF Agent is a Delaware company with its 

principal place of business in New York.

• Appellant Brian Sedrish is a managing director of appellant Related 

Fund Management and an authorized signatory for appellant RDF 

Agent. Sedrish has acted as a representative for both companies. 
3

In April 2021, Sedrish was approached by a real estate broker to explore the 

possibility that RDF Agent or its affiliates would lend Medistar or its affiliates 

approximately $230 million to develop a multifamily real estate project in Arizona. 

Sedrish 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 Medistar and its affiliates have there.” One of these projects 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 executives “for about an hour to discuss potential 

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 equity 

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 conclusion of the meeting, the parties continued to communicate 

regarding the Summary of Indicative Loan Terms and Conditions (the “Term 

Sheet”), which set out the proposed loan terms for the Arizona project. The Term 

Sheet was executed on July 23, 2021, and the Electric Appellees paid RDF Agent a 

$350,000 due diligence deposit. 

Appellee Monzer Hourani signed the Term Sheet (1) as CEO of Electric Red 

Ventures, the “Borrower,” (2) as CEO of Manfred Co., a “Guarantor,” and (3) in 

his individual capacity as a second “Guarantor.” Sedrish signed the Term Sheet as 

Managing Director for RDF Agent. The Term Sheet also includes a “Right of First 
4 

Refusal” which states: 

Agent[ ] shall be granted . . . a Right of First Refusal (“ROFR”) to 

provide financing for the Medistar Best Western Medical site located 

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. Asserting that the Electric Appellees have “consistently delayed the 

progress of the 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 provision 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 Agent’s out-of-pocket costs, which totaled 

$350,000. 

The Electric Appellees sued 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 Appellants 

fraudulently misrepresented that they (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 Appellees allege that the 

RDF Appellants “fraudulently misrepresent[ed] facts to induce 

[Appellees] to execute the Term Sheet.”

• Declaratory judgment: The Electric Appellees also request 

declaratory relief with respect to the parties’ rights and obligations

under the Term Sheet, including that (1) Appellees 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 

damages provision is an unenforceable 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 appearances. The RDF Appellants 

filed this interlocutory appeal. See Tex. Civ. Prac. & Rem. Code Ann. 

§ 51.014(a)(7). 

ANALYSIS

On appeal, the RDF Appellants assert that the trial court erred in denying 

their special appearances because their contacts in Texas do not support an 

exercise of general 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. Governing Law and Standard of Review

A. Personal Jurisdiction Principles

An exercise of personal 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 

jurisdiction over a nonresident defendant if “(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. Drugg, 221 S.W.3d 569, 574 (Tex. 2007); 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.).

The Texas long-arm statute extends personal jurisdiction over a nonresident 

defendant who does business in Texas. See Tex. Civ. Prac. & Rem. Code Ann. 

§ 17.042. The Legislature has delineated a non-exclusive list of acts that may 
6

constitute “doing business” in this state, including (1) “contract[ing] by mail or 

otherwise with a Texas resident and either party is to perform the contract in whole 

or in part” in Texas, (2) “commit[ting] 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 outside the state.” Id.

The Texas Supreme 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 333, 337 (Tex. 

2009); Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 788 (Tex. 

2005). Therefore, the requirements of the Texas long-arm statute are satisfied if 

the exercise of personal jurisdiction comports with federal due-process limitations. 

See Retamco Operating, Inc., 278 S.W.3d at 337-38 (“Therefore, we only analyze 

whether [the nonresident defendant’s] acts would bring [it] within Texas’s 

jurisdiction consistent with constitutional due process requirements.”).

Personal jurisdiction over a nonresident defendant is consistent with federal 

and state constitutional due-process guarantees when (1) the defendant has 

established minimum contacts with the forum state, and (2) asserting personal 

jurisdiction over the defendant does not offend traditional notions of fair play and

substantial justice. Searcy, 496 S.W.3d at 66; Wormald v. Villarina, 543 S.W.3d 

315, 320 (Tex. App.—Houston [14th Dist.] 2017, no pet.). This “minimum

contacts” analysis can support two distinct types of personal jurisdiction: specific 

or general. BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 795 (Tex. 

2002).

B. Standard of Review and Shifting Burdens of Proof

A nonresident defendant may file a special appearance to challenge the trial 

court’s exercise of personal jurisdiction. See Tex. R. Civ. P. 120a; see also 
7

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, 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.

The plaintiff bears the initial burden of pleading sufficient allegations to 

bring the nonresident defendant within the reach of Texas’s long-arm statute. 

Kelly v. Gen. Interior Constr., Inc., 301 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 statute, the defendant need only 

prove that he does not live in Texas to negate jurisdiction. 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 337; see also Kelly, 301 S.W.3d at 658 (“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.”). The plaintiff can 

then respond with its own evidence that affirms its allegations. 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 jurisdiction on either a factual or legal 

basis. Kelly, 301 S.W.3d at 659; Hoagland v. Butcher, 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 disproving the plaintiff’s 

allegations. Kelly, 301 S.W.3d at 659. Legally, the defendant 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 short of purposeful 
8

availment; for specific jurisdiction, that the claims 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 evidence that affirms its allegations, and it risks 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 appearance case includes all 

evidence in the record. Phillips Dev. & Realty, LLC, 499 S.W.3d 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 question of law that sometimes is 

preceded 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 conclusions of law, all relevant facts that are necessary to support the 

judgment and supported 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 determinations are to be made 

by the trial court. Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801, 

806 (Tex. 2002); Watamar Holdings S.A., 583 S.W.3d at 325-26. 

II. Application

Turning to the jurisdictional analysis, we begin by considering whether the 

Electric Appellees pleaded allegations sufficient 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. App.—Houston [14th Dist.] 2005, no pet.) (“This minimal 

pleading requirement is satisfied by an allegation that the nonresident defendants 
9

are doing business in Texas.”). To determine whether the Electric Appellees

satisfied this burden, we consider their pleadings as well as their response to the 

RDF Appellants’ special appearances. 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 Appellees’ pleadings and response. See Yujie Ren v. ANU 

Res., LLC, 502 S.W.3d 840, 846 (Tex. App.—Houston [14th Dist.] 2016, no pet.).

In their second amended petition, the Electric Appellees alleged that the 

RDF Appellants were “doing business” in Texas because they (1) purposefully 

availed themselves of the privileges and benefits 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 allegations:

• Appellant Sedrish traveled to Houston to meet with Medistar 

representatives to discuss the multifamily real estate project in 

Arizona. 

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

appellant Related Fund Management and as an agent and authorized 

signatory of appellant RDF Agent. 

• Sedrish, “on behalf of RDF Agent and Related Fund Management,”

fraudulently represented that the RDF Appellants would help Medistar 

“locate equity partners to fulfill the terms of the proposed loan term 

sheet.” 

• RDF Agent executed the Term Sheet with the Electric Appellees on 

July 23, 2021.1

 The Electric Appellees remitted to RDF Agent a 

1 For the purposes of examining jurisdiction, we will assume without deciding that this is 

a valid contract. We express no opinion as to the validity or enforceability of the Term Sheet. 

See Michiana Easy Livin’ Country, Inc., 168 S.W.3d at 791-92 (courts do not address the merits 

of the lawsuit when reviewing an order denying a special appearance); see also, e.g., Concord 

Energy, LLC v. VR4-Grizzly, LP, No. 05-21-01126-CV, 2022 WL 17101034, at *6 (Tex. App.—

Dallas Nov. 22, 2022, no pet.) (mem. op.) (concluding that the question of whether an agreement 

was “valid and enforceable” was “a question regarding the merits” and thus outside the “scope of 

review”); Guam Indus. Servs., Inc. v. Dresser-Rand Co., 514 S.W.3d 828, 835 n.3 (Tex. App.—

Houston [1st Dist.] 2017, no pet.) (“For purposes of our analysis, we assume without deciding

that a valid contract exists.”). 
10

$350,000 due diligence deposit. 

Satisfying their initial burden, the Electric Appellees pleaded sufficient

jurisdictional facts to support their allegations that the RDF Appellants’ conduct 

falls within Texas’s long-arm statute. See Tex. Civ. Prac. & Rem. Code Ann. 

§ 17.042; see also, e.g., Dresser-Rand Grp., Inc. v. Centauro Cap., S.L.U., 448 

S.W.3d 577, 583 (Tex. App.—Houston [14th Dist.] 2014, no pet.) (“The 

[plaintiffs] satisfied their initial burden by alleging that the [defendants] were 

doing business in Texas within the meaning of section 17.042(1) of the Texas Civil 

Practice and Remedies Code.”); Huynh, 180 S.W.3d at 619-20 (“Because [the 

plaintiff] pleaded in its petition in intervention that [the defendant] conducted 

business in Texas and committed torts in Texas, [the plaintiff] satisfied this 

pleading requirement.”).

Accordingly, the burden shifted to the RDF Appellants to negate all the 

bases of jurisdiction alleged by the Electric Appellees. To determine whether this 

burden was met, we analyze the RDF Appellants’ contacts under the due process 

jurisdictional framework and examine whether (1) Appellants established 

minimum contacts with Texas, and (2) asserting personal jurisdiction over 

Appellants offends traditional notions of fair play and substantial justice. See 

Searcy, 496 S.W.3d at 66; Wormald, 543 S.W.3d at 320. 

A. Minimum Contacts

Under a specific personal jurisdiction analysis, a defendant establishes 

minimum contacts with a state when it “purposefully avails itself of the privilege 

of conducting activities within the forum state, thus invoking the benefits and 

protections of its laws.” Retamco Operating, Inc., 278 S.W.3d at 338. Essentially, 

the purposeful availment analysis seeks to determine whether a nonresident’s 

conduct and connection to the forum state are such that it could anticipate being 
11

haled into a court there. Moncrief Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142,

152 (Tex. 2013). This analysis uses a three-pronged approach: (1) only the 

defendant’s contacts with the forum state are relevant — not the unilateral activity 

of someone else; (2) whether those contacts are purposeful rather than random, 

fortuitous, or attenuated; and (3) whether the defendant sought some benefit, 

advantage, or profit by availing itself of the jurisdiction. Moki Mac River 

Expeditions, 221 S.W.3d at 575; Yujie Ren, 502 S.W.3d at 848. We focus on the 

quality and nature of the contacts, rather than the quantity. Moncrief Oil 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 Expeditions, 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 standard requires “a substantial 

connection between those contacts and the operative facts of the litigation.” Moki 

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

Here, the evidence supports the trial court’s implied finding that the RDF 

Appellants purposefully availed themselves of the privilege of conducting 

activities within Texas such that they could anticipate being haled into court in the 

state:

• In his declaration, Gino Hourani (the vice president of development at

Medistar) said he met with appellant Sedrish in Houston to discuss 

financing real estate projects. Hourani stated that, during this meeting, 

Sedrish represented that “his company . . . would help us secure the 

equity we needed to proceed with a real estate project.” This alleged 

misrepresentation is one of the two that form the basis of the Electric 

Appellees’ fraud claim. 
12

• After this meeting, the parties continued to communicate about the 

conditions of the Term Sheet, including substantial revisions to its terms. 

• These communications culminated in an executed Term Sheet. 

• At his deposition, Sedrish said he initially was acting as a representative 

for Related Fund Management in determining whether to source

Medistar’s proposed multifamily real estate project in Arizona. Sedrish 

said that when the Term Sheet was being negotiated and signed, he was

acting for RDF Agent. 

• Sedrish also discussed traveling to Texas for the 2021 meeting with 

Medistar executives. Sedrish said he did not meet with any other 

companies regarding sourcing new transactions on this trip. 

• Sedrish said that, while he was in Texas, the Medistar representatives 

took him to tour their local assets. 

• After the tour, Sedrish had lunch with Medistar representatives, including

Gino and Monzer Hourani. 

• When asked what was discussed during this meeting with the Medistar 

representatives, Sedrish repeatedly stated he did “not recall.” 

• Sedrish said he traveled to Texas “hoping to possibly source a deal with 

[the Electric Appellees]” in his capacity as “a representative of Related 

Fund.” 

• Sedrish acknowledged that RDF Agent is the “only agent” that ever 

worked as a loan servicer for Related Fund. 

This evidence supports the conclusion that Sedrish, while working as a 

representative for Related Fund Management and RDF Agent, purposefully availed 

himself of the privilege of conducting activities in Texas for business purposes. 

See, e.g., Max Protetch, Inc., 340 S.W.3d at 886 (“purposeful availment” shown 

with “regular communication between [the parties], including a face-to-face 

meeting in Houston during which [appellant] allegedly made misrepresentations 

inherently related to the contract and which could support a separate cause of 
13

action in tort”); ERC Midstream LLC v. Am. Midstream Partners, LP, 497 S.W.3d 

99, 110 (Tex. App.—Houston [14th Dist.] 2016, no pet.) (reversing order granting 

special appearance because individual came to Texas, met with plaintiff to acquire 

business, and allegedly made representation forming the basis of the fraud claim). 

Specifically, this evidence shows that the RDF Appellants made numerous 

purposeful contacts in the state of Texas for the purpose of obtaining future

benefits or profits. See Moki Mac River Expeditions, 221 S.W.3d at 575; Yujie 

Ren, 502 S.W.3d at 848.

The evidence also shows a substantial connection between the RDF 

Appellants’ contacts in Texas and the operative facts of the litigation. The Electric 

Appellees’ fraud and conspiracy to commit fraud claims allege that Sedrish (while 

representing Related Fund Management and RDF Agent) made misrepresentations

at the Texas meeting regarding whether he would assist Appellees in finding equity 

sources for the transaction. This meeting in Texas (and the alleged 

misrepresentations made at the meeting) culminated in the parties signing the Term 

Sheet, the conditions of which the Electric Appellees seek to clarify via declaratory 

judgment. These Texas contacts therefore are substantially connected to the operative 

facts of the litigation. See Moki Mac River Expeditions, 221 S.W.3d at 585.

Asserting that they lack the minimum contacts necessary to establish 

specific personal jurisdiction in Texas, the RDF Appellants raise two arguments. 

First, the RDF Appellants argue that any misrepresentations at the Texas 

meeting were made to “representatives of Medistar, a non-party.” These non-party 

contacts, Appellants assert, “cannot serve as the basis for specific jurisdiction.”

We disagree. As mentioned above, our specific personal jurisdiction 

analysis focuses on the defendants’ contacts with the forum state — not the 

plaintiff’s. See id. at 575. Moreover, the evidence before the trial court supports 
14

the implied finding that Sedrish’s representations at the Texas meeting were made 

to the Electric Appellees. At his deposition, Sedrish stated that he had lunch with 

both Gino and Monzer Hourani during his trip to Houston. After this meeting and the 

conclusion of the subsequent Term Sheet negotiations, Monzer Hourani signed the 

Term Sheet in three capacities: (1) as CEO of appellee Electric Red Ventures, the 

“Borrower,” (2) as CEO of appellee Manfred Co., a “Guarantor,” and (3) in his 

individual capacity as a second “Guarantor.” Monzer Hourani, Electric Red 

Ventures, and Manfred Co. are all parties to this litigation. Accordingly, the

evidence supports the conclusion that a substantial connection exists between the

RDF Appellants’ Texas contacts and the claims asserted by the Electric Appellees. 

In their second argument, the RDF Appellants assert that the Term Sheet, 

standing alone, is insufficient to support an extension of specific personal 

jurisdiction with respect to appellee RDF Agent. But RDF Agent’s contacts with 

Texas extend beyond the Term Sheet. 

At his deposition, Sedrish emphasized that there is a distinction between his 

work with Related Fund Management and RDF Agent. Sedrish stated that, as a 

representative of Related Fund Management, he determines whether to fund a 

specific transaction; but when the Term Sheet was being negotiated and signed, he 

was acting for RDF Agent. Sedrish repeatedly stated that he came to Texas only as 

a representative of Related Fund Management to determine whether to fund the 

Electric Appellees’ proposed transaction. 

However, according to Gino Hourani’s affidavit, the parties negotiated the 

Term Sheet’s conditions at the Texas meeting, including whether the RDF 

Appellants would assist in securing equity sources for the project. Resolving all 

factual disputes in favor of the trial court’s ruling (see Am. Type Culture 

Collection, Inc., 83 S.W.3d at 806), this evidence supports the implied finding that 
15

Sedrish acted as a representative of RDF Agent at the Texas meeting when he 

discussed the Term Sheet’s conditions with Gino and Monzer Hourani. Therefore, 

RDF Agent’s contacts with the forum state extend beyond the Term Sheet itself. 

As we discussed above, these contacts are sufficient to support an extension of 

specific personal jurisdiction with respect to all three RDF Appellants. 

In sum, we conclude the RDF Appellants established minimum contacts in 

Texas sufficient for an extension of specific personal jurisdiction. 

B. Traditional Notions of Fair Play and Substantial Justice

The RDF Appellants also assert that exercising jurisdiction is contrary to fair 

play and substantial justice. 

For this analysis, we consider: (1) the burden on the defendants; (2) the 

interests of the forum state in adjudicating the dispute; (3) the plaintiff’s interest in 

getting convenient and effective relief; (4) the interstate judicial system’s interest 

in obtaining the most effective resolution of the controversies; and (5) the shared 

interests of the several states in furthering fundamental substantive policies.

Retamco Operating, Inc., 278 S.W.3d at 341; Moring, 529 S.W.3d at 156. “When 

the nonresident defendant has purposefully established minimum contacts with the 

forum state, only in rare instances will the exercise of jurisdiction not comport with 

fair play and substantial justice.” Yujie Ren, 502 S.W.3d at 851. The defendant 

bears the burden of presenting a compelling case that the presence of some 

consideration would render an exercise of jurisdiction unreasonable. Dodd v. 

Savino, 426 S.W.3d 275, 287 (Tex. App.—Houston [14th Dist.] 2014, no pet.).

To support their contention that an exercise of personal jurisdiction is 

improper in these circumstances, the RDF Appellants argue that (1) the Term Sheet 

is governed by New York law; (2) appellants Related Fund Management and RDF 
16

Agent are New York companies, and Sedrish is a Florida resident; and (3) the 

parties already are engaged in litigation in New York. The RDF Appellants also 

point out that, in the New York proceeding, the trial court dismissed with prejudice 

the Electric Appellees’ fraud counterclaims.

But these arguments do not present a compelling case that an exercise of 

personal jurisdiction would be unreasonable. First, the burden of litigating here is 

not so great as to defeat jurisdiction given that (1) Sedrish (while representing 

Related Fund Management and RDF Agent) attended a business meeting in Texas

and negotiated the terms of a proposed financial transaction, (2) the parties 

engaged in ongoing communications regarding the financial transaction, and 

(3) the parties contracted for the possibility of ongoing Texas obligations,

including the Term Sheet’s right of first refusal with respect to the Best Western 

Medical Center hotel project. Moreover, Texas has an interest in resolving a 

dispute in which two of the three plaintiffs are Texas residents. See Horizon 

Shipbuilding, Inc. v. BLyn II Holding, LLC, 324 S.W.3d 840, 851 (Tex. App.—

Houston [14th Dist.] 2010, no pet.) (“the state of Texas has an obvious interest in 

providing a forum for resolving disputes involving its citizens, particularly disputes 

in which the defendant allegedly committed a tort in whole or in part in Texas”).

Similarly, the New York litigation does not vitiate an extension of personal 

jurisdiction with respect to the RDF Appellants. As the RDF Appellants stated in 

their special appearances, the New York lawsuit was filed on May 28, 2022 —

over a month after the Electric Appellees’ original petition was filed in the 

underlying suit. Therefore, the second-filed New York proceeding will not render

an exercise of jurisdiction unreasonable in this case. 

Ultimately, we conclude this is not one of the rare cases in which exercising 

jurisdiction does not comport with fair play and substantial justice. See Retamco
17

Operating, Inc., 278 S.W.3d at 341; Moring, 529 S.W.3d at 156. Therefore, the 

trial court did not err in denying the RDF Appellants’ special appearances. 

CONCLUSION

Having concluded the trial court properly may exercise personal jurisdiction

over the RDF Appellants, we affirm the trial court’s order denying Appellants’

special appearances. 

/s/

Meagan Hassan

Justice

Panel consists of Justices Jewell, Hassan, and Wilson (Jewell, J., concurring).