## In the Court of Appeals Second Appellate District of T ex a s

at Fort Worth

___________________________ No. 02

- 23

- 00242

- CV

___________________________

On Appeal from the 1 5 3rd District Court Tarrant County, Texas Trial C ourt No. 153

- 337301

- 22

Before Bird well, Womack, and Wallac h, JJ. Memorandum Opinio n by Justice Womack 

### R AJESH 

### M ANDALAPU AND 

### S RAV E K 

### T ECHNOLOGIES 

### , LLC , Appellants

V



### . V ASU 

### T ECHNOLOGI ES 

### , LLC AND 

### B RIAN 

### B OEHM ER 

### , Appellees2 MEMORANDUM OPINION
I. I NTRODUCTION In this interlocutory appeal, Appellant s Rajesh Mandalapu and Sravik 1 Technologies , LLC (Sravik) raise two issues ch a llenging the denial of their special
appearance in which t hey c ontend that a Texas c ou rt did not have spe cific juris diction to adjudicate claims brought against them by Appellees Vasu Technologies, LLC (Vasu) and Brian Boehmer

. See Tex. Civ . Prac. & Rem. Code Ann. § 51. 01 4(a)( 7) (interlocutory a ppeal); Tex. R. C iv. P. 120a (special app ea ra nce). Because we conclude
th at the trial court erred by denyin g the special appearance , we will r ev erse and render

. II. B ACKG ROUND
This case involves m ultiple par ties and non

- parties who pro vide d IT services
for “ an end

- client user , ” which in this ca se was the Defense Logistics Agency (DLA)

. DL A is an agency with in the Departmen t of Defense that does logistical handling of everything from military hardware to f ood for American tr oops station ed around the
world. Pertinent here, DLA c on tract ed with Alamo City Engineering Services ( ACES) to “ put a new system in to manage [DLA ’ s] warehousing and also to manage
the transportation l ogistics. ” R esol ute Solutions, LLC (Resolute )

— an IT staffing

1 While Appe llants ’ notice of appeal spell ed the na me “ Sra vek , ” o ther reco rd refer e nc es , incl udin g Appellant s ’ ans wer, indica te t hat the name is spelled “ Sr av i k. ” Indeed, Appellant s ’ couns e l spelled the name “ Sravik ” at the hearing on the special appearan ce , and Ap pellee s ’ cou nsel als o spe lled the nam e “ Sravik ” at a deposition

. On appeal, all bri efs spell it “ Sravik. ” Ther efo re , we w ill use the spelling “ Sr avik

. ”3

comp any whose business involv ed recrui ti ng and contracting w ith various IT
consultants

— provid ed service s to DLA , the “ end

- client user
. ” 2 Resolute had

contract s with Sravik and an e nti ty named either Red Commerce, Inc. (Re d Commerce) or RED Glo bal, who in tur n cont ra cted with Vasu or Bo ehmer

. 3
Mand ala pu

— who owns Sravik

— was a s uperviso r of Boehmer

. In September 2022, A ppell ees Vasu and Boehm er sued Appellants Man d alapu
and Sravi k all eging a single cause of a c tion for “ tortious inter f erence with existing

contr act
. ” As alleged in the pleadings, b efore the expiration of the contract with Red
Commerce , Boehmer was informed that the c ontra ct had been termin ated

. According to Appel l ee s , [App ellants] wil lf

ully an d intentionally interf er ed with the contract by
com munica ting to third

- parties un supported reasons for termination including baseless allegations r egardi ng [Appellee ’ s ] performance

. No performance issues (or any other issu es) had ever been comm un ic ated to [Appell ees] regarding p erformance issues under the contr act. [Appellants ’ ] tortious interference proximately cause d the contract to be terminated , with [

Appellee] Bo ehmer ultimat e l y losing his employ me nt.

2 Other p ortions of the record state that A CES was Resolute’ s “ customer ” and that DLA was Resolute ’ s “ end customer. ”

3 B oehmer was employed by Vasu an d did computer software consulti ng and programming for i t
. Appe llees ’ pleadings state that Vasu had a con tract with Red Commerce whereby Boehmer wo uld provide IT services to Red Commerce. A copy of that contract was a ttached to Appellees ’ pleading s. At the spec ial appearance h earing, h owever, Bo eh mer testi fied and his attorney stated that the contract was with RED Global. The record is not clear a bou t how Red Commerce and RED Global are re la ted , if at all.4

Appell ant s answered the suit a nd filed a special appearance c ha llenging personal jurisdiction , c o nten ding that n either Appellant “ does business in Texas,
maintains offices in Texas [,] nor h as suf fi cient minimu m contacts wit h Texas to
confer jurisdiction on Te xa s [c ] ourts
. ” T he specia l appearance included Manda la pu ’ s affidavit, wherein he stated the f ollowing :

• H e was a resident of St. Louis, Missouri

.

• Sravik wa s a Missouri limited liabi li ty co mpany with its pr in cipal place of bus i ness in St. Louis, Mis sou ri

.

• N either he n or S ra vik d id business in Texas or maintain ed office s in Texas

.

• Sravik contr act e d with Resolute , a Wyoming limited liability company headquart er ed in Sherid an, Wyoming, for the provision o f IT services

.

• N either he nor Sravik ha d any c ont ractual relation ships w ith any persons or b usiness entities in Texas , and specifically, neither ha d a contractua l relationship with Appellees

.

• A s part of his e mp loym ent with Sravik, as a c ontractor for R e solut e , he
su pervise d ei ghteen people and/or bus ine sses across the count ry and, a t the time of the loss Appellees compl ain of in their petition, he w as supervising twelve such people and/or businesses

.

• H is supe rv

isor y ac tivities t ook place from his busin e ss lo cation in St. Louis, Missouri

.

• Sravik d id not “ co nduct business ” i n Texas

.

• Sravik wa s contractually required by Resolute to oversee the work o f myri ad IT business es and personnel throughou t the United St ate s .5

• Sravik pr ov

ide d services to Resolute but not t o Appell ees or any other entit y. The trial court set a hearing on the special appearance. At the conclusion of
the f irst hearing, the tria l court continued it to allow Appellee s to am en d their pleadings.
Prior to the c onti nu ed hearing, Appellees amended their pleadin gs and filed a
response t o App el l ants ’ special appearance

. T he amended pl ead ings again a lleged a

s ingle cause of action for tortious inter fer enc e of a contract and did not change the

wo rding of the pa ragraph addressing that cause of action.
The response to the special appearance stated that the “ j ur i sdictional analysis involves spec ific jur

i sdic ti on, as the cause of action fo r tortious inter ference arises out
of the IT c o nsulting work perf or med b y Boehmer and Manda lapu for the D LA
pr oject in Corpus Christi , Texas. ” It added the f ollowing “ jurisdictional facts ” :

• Manda lapu executed a contract for the provision of IT co nsulting services with Reso l ute. Paragraph 4.7 of the contract co nt ains an arbitration provision, mandating ar bitration in H ouston , Te xas; paragraph 12. 1 contains a T exas cho i ce of law provision. The statement of work in the exhibit to the contract ind ic ates A CES (located in San An tonio, Texas) as the end

- user client. R e s o lute maintains a bra nch of fi ce in Housto n, Texas

.

• Mandalapu t ra

veled t o Corpus Christi , Texas, four times in connection with IT consul ting services performed for the DLA p ro ject

.

• Th e v isits oc curred in January 2 021, January 2022, A pril 2022, and May 2 022.6

• Two of these visits invol ved ac tu al p hysical on

- site visits t o the DLA faci l ity in Corpus Christi, Texas, where Man d alapu inter act e d with various consultant s on the project, many o f wh om were Texas residents.

• The remaining two vi sits involved w ork f rom the hotel conference room i n Corp us Chr isti, Texas.

• In additio n to B oehmer, M andalapu supervised twelve to eighteen other IT consultants, three of wh om were Texas residents, includi ng Boehme r, on the DLA project

.

• The prime contrac t for the DLA proj ec t was awarded to A CES in San A nt onio, Tex as . A CES f ormed a team o f consul t ants designated a s
“ Team ACES

. ” 4 Mandalapu was a member of Team ACES and maintai ned a Team ACES email addres s that he uti lized for various w ork on the DLA pro je ct.

• I n supervisin g Boeh mer, Mandalapu assig n ed ta sk s, tracked status, p rov i ded techni c al help , and managed vacation requests. Mandalapu conducted regular one

- on

- one mee tings via phone or Microsoft T eam s w ith Boeh mer throughout the wor k on the DLA project

.

• Mandalapu also co nducted w eekly and month ly tea m meetings wi th all IT consultants t h at he s u pervised, which included Boehmer and the three other Texas residents.

• In additi on to his supervisory role, Man dalapu also interviewed approx imately twenty consu ltants , six of who m were hired to work on th e DLA pr oject

. I n addition , App ellees a ttache d Mandalapu ’ s January 5, 2023 deposit ion to the

re sponse.

4 In his depos itio n, Mandalapu testifi ed that “ Te am ACES doesn ’ t exist phy sically, ” but it is a way of referring to t he grou p of consult ants as a whole.7

Prior to the continued hearing, Appell an ts filed a supplement to t he ir special
appearanc e , in w hich they a rg ued that the three “ par ticu lar ly pertinent ” jurisdi ctional
facts ci ted in t he amended plead ings

— that Appell a nts ha d a contr act with a t hird party that has a br anch office in Texas and th at contains a Texas choice of law provision ; that Appellants travel e d to Corpus Christi, Texas , f our ti mes ; a nd t hat Appellant s sent “ at least tw o ” e

- mails to Boehmer du ring one of Appellants ’ work trips to Corpus Christi

— wer e insufficient to assert specif ic jurisdic tion over Appel lant s. At the c ontinued hearing, Ap pellees called Boehmer as a wi tn ess , and he explained that he worke d on a c ontract with DLA involving installi ng a new system to

man age DLA ’ s warehousing and transportation logistics

. Bo ehmer testified that t he

“ pr ime ” cont rac t w

ith DLA was awa rd ed to A CES i n San A nton io, Texas , which

cre ated a “ ghost entity ” co nsisti ng of anyone who worked on the project. According
to Boehmer , Mandalapu was a member of this entity , a “ te am le ad , ” and Boehmer ’ s

s up erviso r. A total o f fou r people on th e team were Texas residents. To staff the job with IT consultants, ACE S used Resolute

. Boehmer ’ s em ployment contract was with
RED Global. B oe hmer stat ed that Corp us Chris t i , Texas, was the “ p i l ot location
wher e they were r ollin g out a ll of their

- - the software so that DLA cou ld convert to this warehousing management software and transportation softw are. ” To Boehmer ’ s knowledge, Man d alapu ma de four tri ps to Corpu s Chris ti , Texas, to work on t he DLA8

p ro ject. Boehmer averred that he h ad some t ype of inte raction with Mandalapu on a weekly basis

. A t the conclusion of Boehmer ’ s testimony, the tr ial court asked, “ [W]h at facts do y o u have about whe re the tor tious inte rf erence o ccurred? ” Appel lees ’ counsel responded, “ Th e answer to your f ir st q u estion, ‘ Where di d it occur? ’ We don ’ t know
yet. . . . This cause of action relates to and arises out of this Corpus Christi job.
T hat ’ s all I ha ve to show for juris di ctional analysis

. ” Appe llees ’ c ounsel also stated

t hat provisi on s in the Re sol ut e c ontract regarding arbitration and choice of law d id
not relate to Appellees ’ assertion of specific jurisdiction

. 5
At t he hearing ’ s conclusion , the tr ial court d enie d t he special appearan ce and
later entered an or der to that e f fect. Appellants reque st ed fin dings of fact and

co nclusions of law, w hich were entered

. Alt hough Appellants re qu ested ame nded and
additional fin dings an d co ncl us ions , none were entered

. App ellants appeal from the

o rder denying their special appearance.
III. D ISCUSSION
I n t he ir first issue , Appe llants complain that th e trial court err ed in denying
thei r special appea rance “ ( a ) when [ A pp ellees ] f

ailed to carry their initial burde n to plead suffi cient al legations to bring [ Appellants ] within the reach of Texas ’ long [

- ] arm

stat ut e
— i

. e . [,] for their tortious inter fer ence c lai m , that [ Appellees ] committ ed the

5 The tr ial court ’ s findings of fact and c onclusions of law do not refer to an y such contractu al prov

isions.9

tortious a cts in Texa s ; an d ( b ) [ Appellants ] eac h proved that they are not T exas residents

. ” In the ir second issue, Appellants ask if “ the trial court ha [d] specifi c
persona l jur

isdiction over [ the m

] whe n ( a) the evidence is legal ly insufficient to

e stablish that [ the y

] had sufficient minimu m contacts with Texas ; (b) as a matter of
law [ , ] [ App ellant s ’ ] contacts wi th Texas fall short of purposeful availment; and (c) as a

matte r of law, there is no substant i al connection be tw een any of [ Appellants ’ ] con tacts

w it h Te xas a nd the operative facts of this litigation (th e claim for tortious int erference

w ith an existing cont ract

)

. ”
A. Standard of Review and Applicable Law A party ma y challenge a Texas cou rt ’ s exer cise of pe rsonal j uri sdiction over it by fili ng a s pecia l appearance under Texas Rule of Civil Proced ure 120a. See Tex. R.
C iv. P. 120a. As the Texas Supr eme Court recently ex p lain ed: Texas courts may assert personal jur is diction over a nonre sid ent defen dant if (1 ) the Te xas long

- arm statute so provi d es and ( 2) the exercise of jurisdiction “ is consisten t with fed eral and state due process g uarant ees. ” “ Our lo ng

- arm statute reac hes as far as the federal constitutional req u i rements for due process wi ll al low , ” so Te xas cour ts may exercise pers onal juri s dic tion ov er foreign defendants “ having s uch

‘ contact s ’ with the forum [s] tat e that ‘ the ma intenance of the sui t ’ is

‘ re a sonable[ ] in the cont ext of our federal system of go ve rnment ’ and

‘ does not offend traditional notions of fair play and sub stantial j ust ice. ’ ” This “ minimum contacts ” inquir y is a “ foru m

- by

- forum ” or “ sovereig n

by

- sovereign ” analysis that exam ines “ the nature an d e x tent of ‘ the defendan t ’ s relationship to th e forum ’ ” to determine whether the defend ant is a men able to general o r specifi c ju risdi c t ion.
Sta te v. Volkswag

en Aktiengesellschaf

t , 669 S.W.3d 399, 412 ( Tex. 20 23) (footnotes
omit ted)

.10

A def endant ’ s contacts with the forum can give rise to either gene ra l or specific jurisdic tion. Luciano v. S prayFoam Pol ymers.com , LLC , 6 2 5 S.W.3d 1, 8 (Te x. 2021) (citing Spir Sta r A G v. Kimich , 310 S.W.3d 868, 87 2 (T ex. 20 10) )

. A court has genera l jurisdiction over a nonresident defendant whose “ af filiations with the St ate are so

‘ continuous and systematic ’ as to rend er [it] essentially a t home in th e for um State. ”
Id. ( quoting T V Azteca v. Ruiz , 4 90 S.W.3d 29, 37 (Tex. 2 016) (alteration in original) ( quoti n g Daimler A G v. Ba uman , 571 U.S. 117, 127 , 134 S. Ct. 746 , 75 4 ( 2014) ) ).
S pecific ju r isdiction “ covers defend an ts less intimate ly c onnected with a St a t e, but only as to a na rrower class of claim s. ” Id. (quoting Ford M otor Co . v. Mont. Eight

h Jud.
Dist. Ct. , - - U

. S

. - - , 141 S. Ct. 1017, 102 4 (2021 ) ).
Both parties ag ree that only specific jurisdiction

— not general j uri sdic tion

— is at
is sue here. With specific jurisd iction, a minimum

- co ntac ts sh owing requires two things: (1) that “ the defendant purposefully avails itself of the privilege of conducting
acti vit ies in t he forum state[;] ” and (2) “ the suit ‘ a rise[s] out of or r e late[s] to the
defenda nt ’ s contacts with th e forum [.] ’ ” Id. at 8

– 9

. When assessing whether
minimum contacts are satisfied , we look only to the defen dant ’ s contact s and not the

“ unilateral activit

y ” of some thir d pa rty
. Id

. at 9 (citi ng Michiana Eas

y L iv in ’ Co untry,
Inc. v. Holten , 168 S.W.3d 777 , 78 5 (Tex. 200 5) and Bu rger Ki n g v. Rudzewic z

, 471 U. S. 462, 474, 105 S. Ct. 2174 , 2183 (1985) (quoting Hanson v. Denckla , 357 U.S. 235, 253,
78 S. Ct. 1 22 8 , 1239

– 40 (19 58) )).11

In a challenge to either type of pe rsonal jur isdiction, the parties bear shif t ing burdens of proof. S ee Kell y v. Gen. Inter

ior Constr ., Inc. , 301 S.W.3d 653, 658 (Tex. 2010). A s w e e x plaine d in Southwire C o. , LLC v. S

parks , No. 0 2

- 2 1

- 00126

- C V, 202 1 WL 5368692, at * 3

– 4 (

Tex. App.

— F o rt W or th Nov

. 1 8, 2021, no pet. ) (mem. op. ),

r esolution of a special appearance involves a “ complicated procedural sequenc e ” :

• “ [T]he plaintiff bears the in itial burden to plead sufficient all egations to br i ng the no nre sid ent defe n dant wit hin the reach of T exas ’ s long

- arm statut e . ” Kelly , 301 S.W.3d at 658.

• “ Once the plain tiff has pleaded sufficient jurisdictiona l allega tions, the defendant filing a special app earance bears the bur den to nega te all bases
o f per s onal ju ris diction alleg e d b y the plaintiff. ” Id. The de f en d ant ’ s burden is “ tied to the a llegation in the p laint iff ’ s pleading .” Id.

• “ I f the plaintiff fails to plead facts bringing the defendant within reach of the long

- a rm statute . . ., the d ef e ndan t nee d o n ly prove that i t do es not live in T e xas t o negate jurisdiction. ” I d. a t 658

– 59. T o correct the fail ure t o allege jur

isdictional facts, the plaint iff should amend to include

“ necessary factual allegations. ” Id . at 6 59.

• “ The d efendant can n e gate juri sdi cti on on either a fa ctual or legal basis. ” Id.

• “ Factually , the defendant can pres en t evidence that it has no contacts with Texas, ef fectively dis proving the plaintiff ’ s allegations. ” Id

.

• To negate jurisdiction on a legal bas is,
the de f e ndant c an s how th at even if th e pl aintiff ’ s allege d facts a re tr ue, the evidence is legally insuff icient to establis h juri sdictio n; the def endant ’ s contacts with Texas fall short of purposeful availment; for specific jurisdiction , t ha t the cla ims do not a r ise fr o m th e c ont acts ; or that tra ditional notions of fai r pla y and12 substantial ju stice are offen d ed by the exer cise of ju risdiction

. Id.

• Should the def

endant m ake a factual challenge to the pl aintiff ’ s jurisdictional allegations, “ [t]he pla intiff can t h en res p ond wit h i ts own eviden ce t hat affirms its allegat io ns, a nd it risks dismissal of its lawsu it if it cannot pr esent the trial court with evidence establishi ng person al j urisdiction

. ” Id. (footnote omitted).
Southwire , 2021 WL 5368692 , a t * 3

– 4

. Ru l e 120a of the Te xas Rules of Civil P rocedure requires that a special appearance be de term ined on the plead ings, any stipulat ions by the parties, affidavits
and attachment s filed by the parties, results of discovery , and any oral testimony. See
Tex. R. Ci

v . P. 120a (3) ; se e a lso Kelly , 301 S. W .3d at 658 n. 4 (stating th at while pleadi ngs are essential to fra me the jurisdictional disp ute, they are not dispositive , and
additiona l evidence under Rul e 120a “ merely supports or undermines the allegations
in the pl e adings ” ).
A court ’ s aut hority to exerci s e jurisdiction over a n on resident defendant is a question o f law that we review de novo. Volkswagen , 669 S. W.3d at 41 3. If a trial court enters an order denying a special appearance a nd the trial court i ssue s find i ngs of fact and conc lus ions of law, the appellant may challenge t he fact finding s on legal
and factual s u ffi cien cy grounds. BMC Software Belgi um, NV v. Marchand

, 83 S.W.3d 789, 794 (Tex. 2002). We may review the fact findings for both legal a n d fa ct ual

s uffici ency. Id. Ap pel late courts revi e w a trial court ’ s concl us ions of law as a legal13

question. Id. T he appellant may not ch allenge a trial court ’ s conclusions of law for
factual insuff

iciency; howe ver, the reviewing court may review the tr i al c ourt ’ s legal
conclusions dr awn from the facts t o determine their corre ct ness. Id.
B
. A nalysis
While set out in two issues, t he c ontr olling issue in this appeal is w hether the relevant facts give rise to specific jurisdiction over Ap pellants. T he only r elevan t
prong of the Texas lon g

- arm statute is Section 17.042(2), whic h provides jurisdiction

o v er a nonre s iden t who “ commits a tort in whole or in part in this state. ” 6 Tex. Civ.
Prac. & Rem. Code Ann. § 17.042(2). Appel lants argue t hat the trial court ’ s or der should be reversed b eca use

“ minimum con t acts requires not only pu rposeful avail ment but also pro of that the alleged liability

— he re the claim of tortious interference

— arises from or rel a tes to the
forum contacts. ” And beca use Appe ll ees “ have admitted they d o n ot know where th e all eged tortious inte rf

erenc e occurred, and the trial court ’ s Findings of Fact and
Con c lusions of Law do not include a finding that the all ege d tortious i nterference occurred in Texas, ” Appellants urge that A pp ellees have not satisfi e d th ei r burden for

s p ecific jurisdiction.

6 Ap pel lees ’ response to t he special appearance states not only that Appellants

“ are subject to the perso nal jurisdiction of the Texas courts under the theory of specific ju ris diction ” but a lso that the long

- arm sta tute allows t he exercise of person al jurisd iction und er Section 17. 042(2).14

In their claim of specifi c jurisdiction, Appellee s argue that their jurisdictional pleading allegations satisfy the ir initial burden and th at the assertion of speci fic jurisdiction over Appellants c omp orts wit h c onstit utional guarante es of du e process : Appellants ’ minimum contacts with T exas such as trav e l to Texas, working on a Texas

- based project, and supervising Texas residents all esta bli sh sufficient min imum con tacts. Appellants [ ’ ] contacts w er e p urposefu l , as the y were directly relate d to the rollout of the DLA p roject in Co rpus Christi , Texas. Fi n ally, Appellants ’ contacts were

“ related to ” the operative facts of this litigation. Boe hmer ’ s claim for tortious interference with existing contra ct arose di r e c tly ou t of the supervi sory r ol e betw een Bo ehmer and Mandalapu. Manda lapu supervised, evaluat e d, and provided feedback on Boehmer ’ s job performance relating to t h e DLA project. The t ortious in ter fere nce clai m arises out of Boehmer ’ s employme nt contract d u ring t he DLA project a nd the r e fore, Mandalapu ’ s alleged liability “ re lates to ” his contacts w

i th Texas. Appellants respond that Appellees have “ grossly mischaracter ized ” their
consul ting and supervisory IT services, which th ey provide u nder the i r cont rac t with
Resol ut e . Also, Appellan ts contend that Appellee s have failed to show that their
claim for tortious inte rferen ce ari ses out of or relates to the ir contact s in Texas , stating tha t Appellees “ prov i de no eviden ce or argu ment that the al leged

co mmunica t

ions a bout Boehmer ’ s p oor perfo rmance took place in Tex a s . ” Moreover, Appellants note that the trial c ourt afforded an opport unity to co ndu ct discover y for jurisdictional p urposes, including depositions , where in they could have

“ qu es tioned [Appellants] a b out th e alleged c ommunications with Red C o mm erce or others regarding [Appel lees ’ ] poor performance, inc luding, where those alleged

commun ica tions occur red, ” bu t “ they did not

. ”15

Based on t he shifting burdens of p ro of, we look first at the plaintiff ’ s pl e ading s for jurisdicti o n al facts. See Kelly , 301 S.W.3d at 658. “ If the plaintiff fails to plead
facts brin g

ing the def

endant wi th in reach of the long

- arm statute (i.e., for a tort claim,

t ha t the defendant comm it te d tortious acts in Texas), the defend an t need only p rove th at it does not live in Texas to negate jurisdiction. ” Id. at 65 8

– 59.
In their live pleading

— the se cond amende d petition

— Appellees all ege d that Mandalapu is a resident o f St. Lo uis, Missouri, a n d Sravik is a Miss ouri limited liabili ty
compan y with its prin c ipal place of b usiness in Miss ouri. Appellants conf irm these
fact s in the affidavit a tta ched to th eir special appearance. Appell e es ’ pleadings set ou t facts that they s t at e are “ particularly pertinent to
the all egations of specifi c jur i sd ictio n , ” including:
Manda lapu traveled to Corpus C hristi f our times in connection with the I T c onsulting services performed for the DLA project. The visits occurred i n January 2021, Jan u ar y 2022, April 2022, and May 2022. Two of these visits inv o lved ac tual physical on

- site visits to the DLA facility in Corpus Chr isti , Texas, where Mandalapu in ter acted with various consultants on the project, many of whom we re Texas r es idents.
The remai ni n g two visits involved work f rom the ho tel conference r o om in C o rp us Ch risti, Texas. However, the live pleadings c ontain no allegations that any tor tio us conduct occurr ed
in Texa s. And there is no explanation of what was said or done at th e C or pus Christi
visits that relat e to the c laims agai nst Appellants

. See Juli an v. Cadence McShane Const r . Co., LLC , No. 01

- 15

- 0 0465

- CV, 2015 WL 6755616, at *6 (T ex. App.

— Hous ton [1 st Dist.] Nov. 5, 2015, no pet.) ( mem. op.) ( “ For acti ons occurring in Texas , Bedrich16

asserts that Julian ‘ [a]tt end[e d] multiple meetings in p erson with Cadence McShane in
Texas. ’ But Bedrich offers no explanation of what was said or do ne at those m eetings or how anything said or done at those meetings relat e to any of their clai ms ag ainst Julian. ” ).
Our sister court co nsidered a similar plead i ng in V inm ar Overseas Singapore PTE
Ltd. v. PTT Inte rnational Trading PTE Ltd. , 538 S.W.3d 126, 13 2

– 33 (Tex. App.

— Houston [14 th Dist.] 2017, pet. denied) . There, Vinma r asserted numerous ju ri sdictional facts, including that “ [t]he logistical operations u n derlying c ertain of t he

tra nsactions that Defendants inter fer ed [sic] took place in Houston, Te xas , ” an d that

“ [a] tort was committed in Texas. ” Id. at 13 2 . Despite th ese and other alleged j urisdictional facts, the court conclude d: Vinmar does not alleg e in any of its live pl eadings or its response to the Amended S pecial Appearance the location for an y of the a lleged acts by PTT or Krishnan. Vinmar alleged that Krishna n and PTT misappropri at ed its trade secrets and con fidential i nformation, but it does n o t allege that the mis appropriation occurred in whole or in pa rt in Texas. Likew

ise, Vinmar doe s n ot allege facts showing where the alleged tortious interference with t he employment agreeme nt occurred, where the alleged business d isparagement occurred, o r where the alleged
con sp iracy occurred.
Id. at 134 ; see Moncr

ief Oil Int ’ l, Inc. v. OAO Gazprom , 4 14 S.W.3d 142, 153, 157 (Tex. 2013) ( holding nonresident def

endant sub ject to jurisdiction fo r misappropriation of
trade secrets cla im where def endant obtai n e d trade s ecrets in Tex as but not for

to rtious interferen ce claim where alleged act s of int erf erence occu rred outside of
Texas and stating that “ a nonresident di re cting a tort at Texas from af ar is insufficient17

to confer specific j urisdiction ” ) ; see a lso M & F World wide C orp. v. Pepsi

- Cola Metro

. Bo ttling Co., Inc. , 512 S.W.3d 878 , 890 ( Tex. 20 1 7) ( stating that “ to the exten t the Mafco defendants purposefully direct ed act ivities toward Texas, P epsi ’ s causes of
action d o not ar i se fr om those contacts ” a nd h o lding that the t rial court lacked specific jurisdiction over the Mafco defenda nts). There for e, the Vi nmar court affirmed the tri al court ’ s order granting the spec ial appearance. Vinmar , 53 8 S.W.3d at
139. Appellants r ely heavily on the T exas Supreme Co u rt ’ s decis ion in Kelly

. See Kelly , 301 S.W.3 d at 653. I n K elly , as here, ther e w ere allegations that the defe ndant
officers had a connection with T exa s . Id

. In explaining that connection , t he supreme
court cited to the ma jority opinion in th e co urt of appeals: “ The record reveals that performance und er the construction contract was t o b e performed e xclusively in
Te xas. The Of

ficers sent and directed p aym ents to [ Appel lee/Plaintiff

] in T ex as. Kelly made site visits to th e Texa s work site. The Office r s received num erous invoices from Texas regarding the [hotel] project. ” Id. at 656

– 57 (citing Kelly v. Gen.
Interio r Const., Inc. , 262 S.W .3d 79, 86 n. 5 (Tex. App.

— Houston [14 th Dist.] 2008 ) ,

rev ’ d , 3 01 S.W.3d 6 53 ). Howeve r, the s upre me court determined that the pl aintiff had failed to plea d facts within the reach of the Te xas long

- arm statute because it did not allege that the officers at issue co mmitted any of the wrongdoing in Texas. Id

. As the court explain ed,18

GIC [ General Interio r Co n stru ction, Inc .] failed t o plead fac ts within the reach of the long

- arm statute because it di d not allege that the Officers [Daniel Ke lly and Laura Hofstatt er] com mit ted any tortious ac ts in Texas. As note d, GI C ’ s live pleading contains no allegations tha t the Offic ers ’ wrongdoin g occurred in Texas. R egarding the fraud claim, GIC did allege several fraudulent acts (e.g. , providi ng false affidavits to Meri star an d mi srepresenting to GIC t hat it woul d be pai d in full), but it d id not allege that any fraudulent acts oc cur red in Texa s. Regarding the tr ust

- f u nd claims, GIC d id not allege tha t the Officers used or ret ained th e trust funds in Texas , nor that they submitted false affidavits to Meristar in Texas

. Thus , although GIC h a s alleged two claims of wrongdoin g , it has not alleged that any acts giving rise to these two claims oc curred in Texa s. Id. at 659

– 60. Mor eover, in Ke lly , the court noted that “ [t] he most relevant piece of [spe cial appearance] evidence ” was a n a ffidavit o f GIC ’ s president statin g that
Hof stat ter p romis ed him payment. Id. at 660. Bu t the affidavit “ d[id] n ot state where
this conversation o ccu rred or make any connection with Texas ” and was silent as to
th e “ [o ] f ficers ’ Texas contacts related to its claim s. ” Id. ; see Ascend Nat ’ l , LLC v.
L udders , N o. 14

- 20

- 00396

- CV, 2022 WL 5531 23 , at * 6 (Tex. App.

— Houston [1 4 th Dist.] Feb . 24, 2022, no pet.) ( m em. op.) (affirm ing order granting special appearance
and stat ing that a visit to Texas “ cannot be a jurisdiction al contact for purposes of the
fr aud claim be cause there is no allegation or evidence establishing that Lu dders made
the alleged misrepresen tat

ion during that meeting ” ).
Similar to Kelly , Appellees fail ed to plead that the alleged wrongful conduct
occurred i n Texas. See Steward H ealth Care Sy s. , L

L C v. Saidara , 633 S.W.3d 120, 131 (Tex. App.

— Dallas 2021, no pet. ) ( en banc) ( affirming tri al court ’ s order granting
Saidara ’ s special appearance and stat ing that , although Saidara visite d Texas in19

connection wi th a sale, “ [t]here is no allegation in the p etiti on that Sa idara made any
mi srepresentation during his visits to Texas ” )

. A lthough Appe llees conte n d generally on appeal that “ Man dalapu ’ s alleged liability ‘ relate s to ’ hi s contacts with Texas, ” they

are s il ent on how Man dalapu ’ s T exas contacts rela t ed to t heir torti ous inter fer ence with contract cl aims. See F isher v. Eagle Rock Custom Homes Inc

. , No. 14

- 18

- 00483

- CV,
2020 WL 20 5975 , at *7 (Tex. App.

— H ouston [14 t h Dist. ] Jan. 14, 2020, no pe t. ) (mem . op.) ( “ Appellees asser ted Fisher had cert ain a ctiv ities in and con ta cts with the state but did not allege that those were torti ous behavi or s . ” ). This silence was

con firmed at th e special appearance hear ing, when Appel lee s ’ co unsel conceded to th e tria l court that “ [w]e don ’ t k now yet ” where the torti ou s inter ference occurred

. In support of their arg ument that their pleadings ar e su fficient to satis fy the
Tex as long

- arm statute, Appellees cite two Texas cases , both which were decided
bef or e Ke lly

. See Ji

- Haw Indus

. Co. , Ltd. v. Broquet

, No. 04

- 07

- 00622

- CV, 2008 WL 441822 ( Tex. App.

— San Antonio Feb. 20, 2008, no pet. ) ; Thu nderbir d Supply Co. , Inc. v

. Will iams , 161 S.W.3d 7 31 (T e x. App.

— Be aumont 2005, no pet.). In additio n, b ot h

cases are d istinguishabl e . As noted by ou r sist er court, Ji

- Haw involved a p roduct s liability claim surrounding the design, manufacture , and marketing of an XBOX gaming syst e m. C

are ington I nt ’ l Corp

. v. F

irst Cal l Telemedi cine, LLC , No. 05

- 20

- 008 41

- CV, 20 21 W L 173 175 3 , at * 3 (T ex. App.

— Dallas May 3, 2 021 , no pet.) (mem. op.) ( sta ting that Ji

- Haw “ is distinguishable from this case, which invol ves alleged t ortious
interference with a contract ” ).20

Similarly, Thunderb ird involved allegations against t hi r tee n corpo rations for designi ng, manufacturing, and m arketing certain “ toxic prod u cts
. ” Thu nder bird , 161
S.W.3d at 733. A gain, there were no all egations of t ortious inter ferenc e with a

contract. A s noted by Appellees , the plaintiff th ere “ pleaded tha t he w as exposed to
various toxi c products designed , man ufactured, and marketed by th e defendants and
that all or su bstantial part s of the e vents or omissions giv i ng rise t o the claims

occurr ed i n Texas

. ” 7 W hile the B eaum ont court held that th e plaintiff had me t his
in itia l pleading allegati ons, it ultimately held that Thu nderbi rd did not purposefully
establish sufficient min imum contac ts with Texas t o su pport exe rcising jurisdictio n

over i t. Id. at 736. There fore, the c ourt rever sed the tr ia l court ’ s order de nying
Th u nde rbird ’ s special app earan ce and d ismissed the claims again st it. Id

. Here, the trial court ’ s findings of fact and conclusions of law do not i nclude a
fin ding that th e alleged t ortious in terference wi th a contra ct occurr ed in Texas. With

7 Careington rejected the argument that venue pleadings may be c onsidered in determining the sufficien cy of the pleadings for personal jurisdictional purpo ses : C arein gton als o relies on i ts venue allegation t hat “ a su bstantial part o f the ev ents giving rise to Careington ’ s claims herein occurred in Collin County[, Texa s ]. ” But this does n ’ t expressly allege that First Call committed any conduct in Texas, no r does it carry suc h an implic at ion. Careing ton ’ s ve nue alleg ation could be t rue even if First C all had no contact with Tex a s, since its co

- defendant

— which allegedl y b reached the contract that First Call allegedly interfered with

— alleg edly has its princip a l place of busines s in McKinn ey , Texas.
C areington , 2021 WL 1 731753, at *3.21

r egard t o Man dalapu ’ s visits to Texas and emails during the work trip , the trial c ourt entered the following findings of fact :

• “ [Mandalapu ’ s] su pervision began in Nove mber 2021 . As t he DLA project progre ssed, Mandala pu traveled to Texas a nd visited the DLA facility in Corpus Christi, Te xas [, ] on four occasions. ”

• “ These occasi ons were July 2021, January 2022, April 2022, and May 2022. On two of the se visits , M andalapu personally visited the DLA facility and met with DLA personnel, inclu di ng other consultants working o n the project. With r es pect to the two visits to Texas, Man dalapu wo rked from his hotel conference room. ”

• “ On at least two occasions while in Te xas, Mandalapu email ed memb ers of the consulting team (includ ing Boehmer), ass ig ning various tasks an d advisin g as to th e details of h is visit to the DLA faci lity. ”

• “ The purpose of Mandalapu ’ s visits to Texas was to physically inspect the DLA facility, le arn the operational process , and gather technical data
on the DLA processe s, i n order to design, test and impl ement the new IT syste m. Manda lapu gathere d this informatio n and the n assigned various tasks to the consultants under his supervision , including Boehmer

. ” 8

8 While th ese contacts arguably demonstrate that Appel lants purposefully availed themselves of the privilege of conducting activi ties in Texas, they do not establish spe cific juris d iction because they do not de mo nstrate that Appellants ’ liabi lity arises from or rela t es to the forum contacts

. “ A claim arises from or relates to
a defendant ’ s forum conta cts if there is a ‘ s ubst antial connection between those conta cts and the operative facts of the litigation. ’ ” T V Azteca , 490 S.W.3d at 52 (quot ing Moki Mac Riv er Exped

itions v. Drugg

, 221 S.W.3d 569, 585 (Tex. 2007) ). “ The operative facts are those on which the trial will focus to prove the liability of the defendant who is challengin g jurisdiction. ” Stauffer v. Ni cholson , 438 S.W.3d 205, 212 ( Tex. App.

— Dallas 2014, n o pet.) (citing Moncrief Oil , 414 S.W.3d at 156). Here, the contacts relied upon by Appellees relate to Appellants ’ non

- tortious conduct; as to Appellants ’ alleged torti o us conduct , Appe llees have no t established that such conduct occurred in Texa s , and , thus, Appe llees have not es tablished a subst antial connection between Appellants ’ contacts with Texas and the operative facts of the li tigation. See Brenham Oil & Ga s, I

n c. v. TGS

-

NOPEC Geophysical C

o. , 47 2 S.W.3d 744, 765 (Tex.22

While a conclusion of law stated that “ the cause of ac tion asserted by Pl aintiff [Appellee] arises from a nd is related to Defe n dants ’ [Appellants ’ ] purposeful act iviti es within Texas, ” n o wher e in its findings or conc lusion s does the trial court f ind that Appellants committed tortiou s inte rference with a co ntract in Texas. The question under Ke l

ly is whether Appellees have alleged that Appellan ts committed any tor tiou s act in Texas. See Careington , 2021 WL 1731753, at *3. They
have not. B e c ause Appellees failed to plead ju risdictional fac ts , Appellants could an d
did me et their burden to nega t e all bas es of jurisdiction by proving that they do not
live in Texas. Se e Kelly , 301 S.W.3d at 660. Appe ll ees do not challenge that fact, and
in deed , they admit it in their live pleadin gs. Theref or e, c onsidering the pleadin gs a nd the jurisdic tional ev ide nce, we hold
that the trial co urt did not have personal jurisdic tion ov e r App el l ants
. W e sustain Appellants ’ iss ues on appeal.

A p p.

— Houston [1st Dist.] 2 015, no pet.) ( stating that the “ operative facts ” of the tortiou s interference claim “ would be acts or communications assisting or encouragi ng TGS to malign Brenham Oil o r otherwise interfere with its p rospective business relations with Togo ” and h olding t hat the “ Texas

- linked evidence relied
u pon by Brenham Oil pertains only to ENT [ ’ ] s non [

- ] tortious conduct in the p urchase of seismic data from TCS ” and that said “ forum co nt acts are not the operative fac ts of the litigation and therefo re are not conta cts that will support an exercise of specific jurisdiction ” ).23 IV. C ONCL USION
Havin g s ustained Appellants ’ is sues, we re verse the tr ia l cour t ’ s order denying
th e sp ecial app earance and re n der judgment dismiss ing the case for want of personal ju ris diction

. /s/ Dana Womack
Dan a Womack Justice
Delivered: December 2 1 , 2023