Affirmed and Memorandum Opinion filed April 11, 2023.

In The

Fourteenth Court of Appeals

NO. 14-21-00504-CV

DANUEL R. STANGER AND STEVEN PETERSON, Appellants

V.

DEREK LOETZERICH, AS RECEIVER FOR AND ON BEHALF OF 

JUDGMENT CREDITOR RITA MULLINS, Appellee

On Appeal from the 157th District Court

Harris County, Texas

Trial Court Cause No. 2020-47794

MEMORANDUM OPINION

Appellants Steven Peterson and Danuel R. Stanger bring this interlocutory 

appeal from the trial court’s denial of their special appearance. See Tex. Civ. Prac. 

& Rem. Code § 51.014(a)(7); Tex. R. Civ. P. 120a. Appellee Derek Loetzerich, as 

receiver for Rita Mullins, sued Peterson and Stanger for fraudulent conveyance, 

fraud, and civil conspiracy. In Peterson and Stanger’s special appearance, they

challenge the exercise of personal jurisdiction over them because they are residents 
2

of Utah. Concluding that the trial court properly denied Peterson and Stanger’s

special appearance, we affirm.

Background

On October 5, 2017, Rita Mullins obtained a default judgment of $125,000 

with interest at the rate of five percent per annum against Waterford Westheimer 

Owner, LLC based on personal injuries she suffered because of defects in real 

property owned by Waterford Westheimer.

1 On July 14, 2020, Mullins filed an 

application to appoint a receiver and turnover of Waterford Westheimer’s nonexempt personal property. On August 6, 2020, the trial court signed an order 

appointing Derek Loetzerich as receiver.

Loetzerich claims that Waterford Westheimer previously owned two multimillion-dollar apartment complexes located in Harris County, Texas. Unbeknownst 

to Mullins (and Loetzerich), Waterford Westheimer conveyed their interest in the 

two complexes to Bridge Acquisitions and Dispositions, LLC. Loetzerich also 

claims that Waterford Westheimer executed an assumption agreement whereby 

MTC Apartments Westheimer, LLC; MTC Apartments Westheimer 2, LLC; MTC 

Apartments 3 Westheimer 3, LLC; and ROC III TX Waterford Westheimer, LLC

assumed Waterford Westheimer’s outstanding liabilities.2

1 At the time of Mullins’ injury, her apartment complex was owned by Waterford 

Westheimer. At some point in 2014, prior to Mullins initiating this suit, Waterford Westheimer 

conveyed its interest in two apartment complexes, including Mullins’ apartment complex, to 

Bridge Acquisitions and Dispositions, LLC. Thereafter, Bridge assigned its rights in the properties 

to four companies: MTC Apartments Westheimer, LLC; MTC Apartments Westheimer 2, LLC;

MTC Apartments 3 Westheimer 3, LLC; and ROC III TX Waterford Westheimer, LLC. On August 

1, 2015, Mullins filed her original petition against Bridge Property Management; MCT Apartments 

Westheimer, LLC; MTC Apartments Westheimer 2, LLC; MTC Apartments 3, LLC; and 

Waterford Westheimer Owner, LLC.

2 Loetzerich did not file suit against these business entities, but for reference purposes, we 

will collectively refer to them as MTC Apartments when necessary. The named defendants in

Loetzerich’s petition are M. Patrick Carroll, Darren Devore, Nathan W. Ricks, Steven Peterson, 
3

The assumption agreement provides that Waterford Westheimer was the 

“Original Borrower”; MTC Apartments is the “New Borrow”; Capital Markets, Inc. 

was the “Original Lender”; U.S. Bank National Association is the “Lender”; M. 

Patrick Carroll and Darren Devore were the “Original Guarantor”; and Nathan W. 

Ricks, Jonathan P. Slager, Donaldson L. Hartman, Peterson, and Stanger are the 

“New Guarantor.”

3 Loetzerich assertsthat Peterson and Stanger, along with the other 

named defendants, sought to conspire and conceal the aforementioned transaction 

for the purpose of delaying and hindering the collection efforts of Mullins, and this

transfer constituted a fraudulent conveyance under Texas Business and Commerce

Code sections 24.005(a) and §24.006 (a) and (b).4 Loetzerich seeks to impose 

liability against Peterson and Stanger, along with the other named defendants,

because Peterson and Stanger signed the assumption agreement as guarantors in their 

individual capacities relating to real property located in Harris County, Texas. 

In Peterson and Stanger’s special appearance and attached affidavits, each 

assert that they were residents of Utah, did not regularly conduct business in person 

in Texas, did not maintain any offices in Texas, did not pay taxes in Texas, and did 

not personally own or lease any property in Texas. They further claim that they do 

not have any ownership interest, employment, or management function at Waterford 

Westheimer.

5 At the hearing on the special appearance, Peterson and Stanger’s 

counsel insisted that Peterson and Stanger both had no ties to Texas. At the 

Danuel R. Stanger, Jonathan P. Slager, Donaldson L. Hartman, and Josh Champion. 

3 According to Loetzerich, no deed evidencing this transaction could be located in Harris 

County’s real property records.

4 There is no evidence provided in the record regarding current ownership of the properties, 

but the parties do not dispute that G & I IX Artesian, LP appears to be the current owner of said 

properties. 

5 The Texas Franchise Tax Public Information Report of Waterford Westheimer indicates 

that M. Patrick Carroll is the president and Darren Devore and Josh Champion are vice presidents.
4

conclusion of the hearing, the trial judge denied Peterson and Stanger’s special 

appearance and did not enter separate findings of fact or conclusions of law. 

Discussion

In a single issue, Peterson and Stanger challenge the trial court’s denial of 

their special appearance, arguing that the record showed insufficient contacts with 

Texas. In Loetzerich’s special appearance response, he contends that the trial court 

has specific jurisdiction over Peterson and Stanger. 

Whether a court has personal jurisdiction over a defendant is a question of law 

we review de novo. Moncrief Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 

(Tex. 2013). When, as here, the trial court does not issue findings of fact and 

conclusions of law with its special appearance ruling, all facts necessary to support 

the judgment and supported by the evidence are implied. See Worford v. Stamper, 

801 S.W.2d 108, 109 (Tex. 1990); Zac Smith & Co. v. Otis Elevator Co., 734 S.W.2d 

662, 666 (Tex. 1987); In re W.E.R., 669 S.W.2d 716, 717 (Tex. 1984). When the 

appellate record includes the reporter’s and clerk’s records, these implied findings

are not conclusive and may be challenged for legal and factual sufficiency in the 

appropriate appellate court. Roberson v. Robinson, 768 S.W.2d 280, 281 (Tex.

1989); Zac Smith, 734 S.W.2d at 666. For legal sufficiency points, if there is more 

than a scintilla of evidence to support the finding, the no evidence challenge fails. 

Holt Atherton Indus., Inc. v. Heine, 835 S.W.2d 80, 84 (Tex. 1992).

Personal jurisdiction over nonresident defendants satisfies the constitutional 

requirements of due process when the defendant has purposefully established 

minimum contacts with the forum state and the exercise of jurisdiction is consistent 

with traditional notions of fair play and substantial justice. TV Azteca v. Ruiz, 490 

S.W.3d 29, 36 (Tex. 2016); Retamco Operating, Inc. v. Republic Drilling Co., 278 

S.W.3d 333, 337 (Tex. 2009). A defendant establishes minimum contacts with a 
5

forum if the defendant has purposely availed himself of the privilege of conducting 

activities within the forum state, thus invoking the benefits and protections of its 

laws. Moncrief, 414 S.W.3d at 150; Retamco, 278 S.W.3d at 338. A defendant’s 

minimum contacts may give rise to either specific jurisdiction or general jurisdiction. 

Moncrief, 414 S.W.3d at 150; Retamco, 278 S.W.3d at 338. 

The plaintiff bears the initial burden of pleading sufficient allegations to bring 

a nonresident defendant within the provisions of the long-arm statute. See McKanna 

v. Edgar, 388 S.W.2d 927, 930 (Tex. 1965). Once the plaintiff has pleaded sufficient 

jurisdictional allegations, the defendant filing a special appearance bears the burden 

to negate all bases of personal jurisdiction alleged by the plaintiff. Kelly v. Gen. 

Interior Const., Inc., 301 S.W.3d 653, 658 (Tex. 2010). A defendant challenging a 

Texas court’s personal jurisdiction over it must negate all jurisdictional bases. 

Kawasaki Steel Corp. v. Middleton, 699 S.W.2d 199, 203 (Tex. 1985). A defendant 

can negate jurisdiction on either a factual or a legal basis. Kelly, 301 S.W.3d at 659. 

To negate jurisdiction on a factual basis, the defendant must “present evidence 

that it has no contacts with Texas, effectively disproving the plaintiff’s allegations.” 

Id. To negate jurisdiction on a legal basis, a defendant may show that even if the 

plaintiff’s alleged facts are true, (1) the evidence is legally insufficient to establish 

jurisdiction; (2) the defendant’s contacts with Texas do not amount to purposeful 

availment; (3) for specific jurisdiction, the plaintiff’s claims do not arise from the 

defendant’s contacts; or (4) the exercise of jurisdiction would offend traditional 

notions of fair play and substantial justice. Id. The plaintiff can then respond with its 

own evidence that affirms its allegations, but it risks dismissal of its lawsuit if it 

cannot present the trial court with evidence establishing personal jurisdiction. Id.

I. Did Peterson and Stanger Waive Their Special Appearance?

As a preliminary matter, we begin our analysis by considering Loetzerich’s 
6

assertion that Peterson and Stanger waived their special appearance by making a 

general appearance in the case. See Dawson–Austin v. Austin, 968 S.W.2d 319, 321 

(Tex. 1998). Specifically, Loetzerich contends that analyzing the case before us 

under Freimer, Peterson and Stanger waived their special appearance by arguing the 

merits of two affirmative defenses and seeking relief based on those grounds,

thereby invoking the judgment of the trial court on the merits of an issue unrelated 

to the special appearance. See Freimer v. Escamilla, No. 13-04-006-CV, 2006 WL 

645340, at *1 (Tex. App.—Corpus Christi Mar. 16, 2006, pet. denied) (mem. op.). 

We disagree.6

To promote judicial economy, rule 120a provides a special appearance 

procedure by which a nonresident defendant may “challenge a court’s jurisdiction 

without voluntarily subjecting himself to the jurisdiction of the court or waiving any 

objections to the court’s actions.” Tex. R. Civ. P. 120a; see Conner v. ContiCarriers 

and Terminals, Inc., 944 S.W.2d 405, 409 (Tex. App.—Houston [14th Dist.] 1997, 

no writ) (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 n.14 (1985)). 

A party who does not strictly comply with rule 120a waives its special appearance 

and consents to personal jurisdiction. Tex. R. Civ. P. 120a (“Every appearance, prior 

to judgment, not in compliance with this rule is a general appearance.”). A party is 

considered to have entered a general appearance and therefore consented to personal 

jurisdiction when the party “(1) invokes the judgment of the court on any question 

other than the court’s jurisdiction, (2) recognizes by its acts that an action is properly 

pending, or (3) seeks affirmative action from the court.” Exito Elecs. Co. v. Trejo, 

142 S.W.3d 302, 304 (Tex. 2004); see also Dawson–Austin, 968 S.W.2d at 322. 

Such an appearance waives a defendant’s challenge to personal jurisdiction. See 

6 We note that while we respect our sister court’s decision as persuasive authority, we are 

not bound by their precedent. See City of Houston v. Breckenridge, No. 14-21-00086-CV, 2022 

WL 4103202, at *5 (Tex. App.—Houston [14th Dist.] Sept. 8, 2022, no pet.) (mem. op.).
7

Glob. Paragon Dallas, LLC v. SBM Realty, LLC, 448 S.W.3d 607, 612 (Tex. App.—

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

In Freimer, appellants and appellee were research scientists in California.

2006 WL 645340 at *1. They entered into an agreement, which provided for 

collaboration between the parties on existing and future research. Id. Appellee later 

accepted a position in Texas and alleged that appellants failed to send him samples 

and data in accordance with the agreement. Id. Appellee filed suit in Texas, and 

appellants filed a special appearance. Appellee alleged that appellants waived their 

right to challenge the trial court’s jurisdiction by arguing the affirmative defense of 

res judicata in appellant’s “Reply to Plaintiff’s Response on Defendants’ Special 

Appearance.” Id. at *3. After examining the reply and arguments at both special 

appearance hearings, the appellate court found that appellants did not argue the 

affirmative defense of res judicata, request dismissal of the suit on that basis, or 

request any other affirmative relief from the trial court. Id. at *3–4. 

Here, we reject Loetzerich’s waiver argument for the simple reason that there 

is no evidence before us that Peterson and Stanger requested relief inconsistent with 

their special appearance. Peterson and Stanger each filed a single instrument 

including a special appearance, answer, and affirmative defenses. They complied 

with rule 120a’s due order of pleading requirement, and both the answer and 

affirmative defenses were expressly made subject to the special appearance.7 The 

only hearing requested by Peterson and Stanger was on their special appearance, and 

the only pleading considered by the trial court was their special appearance. 

7 Rule 120a permits other pleas, pleadings, and motions to be “contained in the same 

instrument or filed subsequent thereto.” See Tex. R. Civ. P. 120a. “The rule makes matters in the 

same instrument and subsequent matters subject to the special appearance without an express 

statement to that effect for each matter.” Dawson–Austin v. Austin, 968 S.W.2d 319, 322 (Tex.

1998).
8

Moreover, the record does not show that they plead res judicata, much less have the 

trial court rule on any of their affirmative defenses before hearing their special 

appearance.8

At the conclusion of the hearing, the trial court overruled Peterson and 

Stanger’s special appearance and made the following recitations in the order:

The Court FINDS: (1) the Court has specific jurisdiction because 

Peterson and Stanger purposefully availed themselves by conducting a 

real estate transaction in Harris County, Texas under Retamco 

Operating v. Republic Drilling Co., 278 S.W.3d 333, 338 (Tex. 2009); 

(2) the cause of action in this case is for activities after the previous 

dismissal of Peterson and Stanger, and thus res judicata does not apply; 

and (3) because the Assumption Agreement specifically assumes 

outstanding liabilities and debts of the sale, and because Peterson and 

Stanger each individually signed the Assumption Agreement, the Court 

has jurisdiction over each. 

“The relevant inquiry ‘is not what a court does in response’ to the defendant’s 

actions, but ‘whether a defendant truly seeks any affirmative action from the court’ 

by that action.” Glob. Paragon Dallas, LLC, 448 S.W.3d at 612 (quoting Angelou 

v. African Overseas Union, 33 S.W.3d 269, 276 (Tex. App.—Houston [14th Dist.] 

2000, no pet.). After examining the record, Peterson and Stanger did not invoke the 

judgment of the trial court on the merits of an issue unrelated to their special 

appearance or otherwise seek affirmative action from the court. We overrule 

Loetzerich’s point and conclude that Peterson and Stanger did not waive their special 

appearance. 

II. Did Loetzerich Plead Sufficient Jurisdictional Facts?

We next turn to whether and how Loetzerich met his initial burden to plead 

8 The first mention of the term “res judicata” in the record was the proposed order prepared 

by Loetzerich.
9

jurisdictional facts to bring Peterson and Stanger within reach of the Texas long-arm 

statute. See Kelly, 301 S.W.3d at 659. Peterson and Stanger posit that the trial court 

could not permissibly rely on jurisdictional grounds raised by Loetzerich in his 

special appearance response because a special appearance response is not a 

“pleading.” We disagree. 

Though Loetzerich identifies Peterson and Stanger as defendants in his 

petition, Loetzerich’s petition does not identify any jurisdictional connection with 

Texas.9 Contrary to Peterson and Stanger’s assertion, Loetzerich’s petition, as well 

as his response to Peterson and Stanger’s special appearance, can be considered in 

determining whether Loetzerich has met his burden. 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.); see also Predator Downhole Inc. v. Flotek Indus., Inc., 504 S.W.3d 

394, 402 (Tex. App.—Houston [1st Dist.] 2016, no pet.) (“[P]laintiff may carry that 

burden in its petition or in response to the defendant’s special appearance”). We 

therefore address Loetzerich’s jurisdictional allegations as raised in his petition and 

response to the special appearance. See Kelly, 301 S.W.3d at 658.

In Loetzerich’s petition, he alleges that Peterson and Stanger sought to 

conspire and conceal certain transactions and conveyances of real property located 

in Harris County, Texas for the purpose of delaying and hindering Mullins’ 

collection efforts pursuant to the Texas Uniform Fraudulent Transfer Act. See Tex. 

Bus. & Com. Code §§ 24.005(a), 24.006(a)–(b). Loetzerich alleges that “the 

9 When the pleading is wholly devoid of jurisdictional facts, the plaintiff should amend the 

pleadings to include the necessary factual allegations. Kelly, 301 S.W. 3d at 659; see also Tex. R. 

Civ. P. 63. While Loetzerich did not amend his petition, he did offer jurisdictional factual 

allegations in his response to Peterson and Stanger’s special appearance. See Predator Downhole 

Inc. v. Flotek Indus., Inc., 504 S.W.3d 394, 402 (Tex. App.—Houston [1st Dist.] 2016, no pet.); 

Max Protetch, Inc. v. Herrin, 340 S.W.3d 878, 883 (Tex. App.—Houston [14th Dist.] 2011, no 

pet.).
10

transfers were made to an insider without receiving a reasonably equivalent value 

and some were made to an insider for an antecedent debt.” In his special appearance 

response, he avers that Peterson and Stanger are subject to specific jurisdiction 

because they signed an assumption agreement to purchase real property located in 

Texas. Specifically, Loetzerich alleges that Peterson and Stanger, in their individual 

capacities, signed the assumption agreement as guarantors. 

We conclude that although tenuous, Loetzerich has satisfied his burden of 

pleading sufficient allegations to bring Peterson and Stanger within the reach of the 

Texas long-arm statute. See Tex. Civ. Prac. & Rem. Code § 17.042; see also 

Retamco, 278 S.W.3d at 337 (“[B]y taking assignment of Texas real property, 

[respondent] reached out and created a continuing relationship with Texas.”).

III. Personal Jurisdiction

We next consider whether and how Peterson and Stanger negated all bases of 

personal jurisdiction alleged. See Kawasaki Steel Corp., 699 S.W.2d at 203. Peterson 

and Stanger argue that the evidence supporting the trial court’s grounds for 

jurisdiction is legally and factually insufficient. Peterson and Stanger offer the 

following in support of their position: (1) there is no evidence that they signed any 

agreement in Texas; (2) they did not execute, in any capacity, the original purchase

agreement transferring the apartment complexes from Waterford Westheimer to 

Bridge; (3) the assumption agreement does not concern a real property transaction; 

(4) Loetzerich’s claims only concern the transfer of the apartment complexes; and 

(5) the only relevant contacts with Texas were in a representative capacity.10

When specific jurisdiction is asserted, our analysis focuses on the relationship 

10 Peterson and Stanger’s second, third, and fourth argument each relate to the assumption 

agreement. As such, we will discuss these arguments collectively. 
11

between the defendant, Texas, and the litigation to determine whether the plaintiff’s 

claim arises from Texas contacts. Moncrief, 414 S.W.3d at 150. We analyze 

minimum contacts for specific jurisdiction on a claim-by-claim basis, unless all the 

claims arise from the same forum contacts. Id. at 150–51. Specific jurisdiction is 

established if the defendant’s alleged liability arises out of, or is related to, an activity 

conducted within the forum. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 

576 (Tex. 2007). For a nonresident defendant’s forum contacts to support an exercise 

of specific jurisdiction, there must be a substantial connection between those 

contacts and the operative facts of the litigation. Id. at 585.

To assess whether a nonresident defendant has purposely availed itself of the 

privilege of conducting activities in Texas, we consider three factors. Moncrief, 414 

S.W.3d at 151; Retamco, 278 S.W.3d at 338. First, only the defendant’s own actions 

are relevant, not the unilateral activities of another party or a third party. Moncrief, 

414 S.W.3d at 151; Retamco, 278 S.W.3d at 339. Second, a showing of random, 

isolated, or fortuitous contacts is insufficient. Moncrief, 414 S.W.3d at 151; 

Retamco, 278 S.W.3d at 339. Third, a defendant must seek some benefit, advantage, 

or profit by availing itself of the jurisdiction. Moncrief, 414 S.W.3d at 151; Retamco, 

278 S.W.3d at 339. We assess the quality and nature of the contacts, not the quantity. 

Moncrief, 414 S.W.3d at 151; Retamco, 278 S.W.3d at 339. At its core, the 

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

and connection to a forum are such that it could reasonably anticipate being hauled 

into court there. Moncrief, 414 S.W.3d at 152.

A. Physically Entering Texas

Peterson and Stanger’s argument that they are not subject to personal 

jurisdiction in Texas because they did not physically enter Texas has been expressly 

rejected by Burger King. 471 U.S. at 476 (“Jurisdiction . . . may not be avoided 
12

merely because the defendant did not physically enter the forum state.”). As 

explained in more detail below, Peterson and Stanger’s contacts are sufficient for 

personal jurisdiction because they “purposefully availed [themselves] of the 

privilege of conducting activities” within Texas when they signed a contract 

regarding real property located in Texas that is governed by the laws of Texas. See 

Moki Mac, 271 S.W.3d at 575 (citing Hanson v. Denckla, 357 U.S. 235, 253 (1958)); 

see also Retamco, 278 S.W.3d at 339. To find otherwise simply because Peterson 

and Stanger did not physically enter Texas would offend well-established case law. 

B. Assumption Agreement

Peterson and Stanger assert that they are not subject to personal jurisdiction 

because they did not conduct a real property transaction in Texas; they only signed 

an assumption agreement. Peterson and Stanger argue that the assumption agreement 

is a contract for the transfer of loan payment obligations and not a real estate 

transaction. We disagree.

The primary consideration is not whether the assumption agreement is a real 

estate transaction but rather if there is a “substantial connection” between Peterson 

and Stanger’s contacts with Texas and the operative facts of this litigation. See Moki 

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

In this case, Loetzerich’s claims relate to an alleged fraudulent transfer of real 

property that precluded Mullins from enforcing her judgment against Waterford 

Westheimer. As purported evidence of the tort,

11 we have a written assumption 

agreement executed by Peterson and Stanger, in their individual capacities. Though 

an assumption agreement is not a real estate transaction per se, it is nevertheless a 

11 See In re Tex. Am. Express, Inc., 190 S.W.3d 720, 725 (Tex. App.—Dallas, no pet.) 

(noting that a fraudulent transfer under the Uniform Fraudulent Transfer Act is a tort).
13

contract. See Tex. Civ. Prac. & Rem. Code § 17.042(2) (“[A] nonresident does 

business in this state if the nonresident commits a tort in whole or in part in this 

state.”). The assumption agreement provides that the mortgaged property is located 

in Harris County, Texas, and it “will be construed in accordance with the laws of the 

Property Jurisdiction.”

The real property and the alleged fraudulent transfer therefore are operative 

facts of this case, or at the very least, have a substantial connection to the operative 

facts of this case. See Retamco, 278 S.W.3d at 341. Without the real property, no 

fraudulent transfer could have occurred under the Texas Uniform Fraudulent 

Transfer Act. See Tex. Bus. & Com. Code § 24.002(2), (12). Based on the foregoing, 

Texas certainly has an interest in adjudicating this dispute. 

Accordingly, Peterson and Stanger’s contacts with Texas were purposeful, not 

random, fortuitous, or attenuated. See Retamco, 278 S.W.3d at 339. They were aware 

that the assumption agreement was to be construed in accordance with the laws of 

Texas, purposefully availed themselves of the privilege of conducting activities in 

Texas, and could have reasonably anticipated being called into a Texas court. Id. 

C. Representative Capacity

Peterson and Stanger’s claim that their only relevant contacts with Texas were 

in a representative capacity is wholly inconsistent with the record before us. When 

an agent negotiates a contract for its principal in Texas, it is the principal who does 

business in this state, not the agent. See Mort Keshin & Co. v. Houston Chron. Pub. 

Co., 992 S.W.2d 642, 647 (Tex. App.—Houston [14th Dist.] 1999, no pet.) (citing 

Ross F. Meriwether & Assoc., Inc. v. Aulbach, 686 S.W.2d 730, 731 (Tex. App.—

San Antonio 1985, no writ)). “A signature followed by corporate office will result 

in personal liability where the individual is clearly designated within the instrument 

as personal surety for the principal.” Material P'ships, Inc. v. Ventura, 102 S.W.3d 
14

252, 259 (Tex. App.—Houston [14th Dist.] 2003, pet. denied) (quoting Gulf & 

Basco Co. v. Buchanan, 707 S.W.2d 655, 657 (Tex. App.—Houston [1st Dist.] 1986, 

writ ref’d n.r.e.). “The fact that a person is under an agency relation to another which 

is disclosed does not prevent him from becoming personally liable where the terms 

of the contract clearly establish the personal obligation.” Am. Petrofina Co. of Tex. 

v. Bryan, 519 S.W.2d 484, 487 (Tex. Civ. App.—El Paso 1975, no writ). 

In the case before us, Waterford Westheimer assigned all of its rights, title, 

and interest in the mortgaged property to MTC Apartments. Both Peterson and 

Stanger signed the assumption agreement as “manager” on behalf of MTC 

Apartments. They also signed the assumption agreement as guarantors in their 

individual capacities. Though Peterson and Stanger’s agency relation to MTC 

Apartments was disclosed, they nevertheless signed the assumption agreement in 

their individual capacities and thus became personally liable. See id. 

Conclusion

Focusing on the quality and not the quantity of the alleged Texas contacts, we 

conclude the evidence, viewed in the light most favorable to the trial court’s ruling 

supports the trial court’s denial of Peterson and Stanger’s special appearance and 

does not offend traditional notions of fair play and substantial justice. See Guardian 

Royal Exch. Assur., Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223, 228 (Tex.

1991). We affirm the trial court’s denial of Peterson and Stanger’s special 

appearance.

/s Frances Bourliot

Justice

Panel consists of Justices Bourliot, Hassan, and Wilson.