COURT OF APPEALS

SECOND DISTRICT OF TEXAS

FORT WORTH

NO. 02-14-00364-CV 

ANDREW J. NORSTRUD APPELLANT

V.

ANNA AND JOHN CICUR APPELLEES 

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FROM THE 153RD DISTRICT COURT OF TARRANT COUNTY

TRIAL COURT NO. 153-273779-14

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MEMORANDUM OPINION1

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I. INTRODUCTION

This is an interlocutory appeal from the trial court’s denial of Appellant 

Andrew J. Norstrud’s special appearance in a suit filed against him by Appellees 

Anna and John Cicur. Norstrud raises two issues on appeal: one asserting that 

the trial court’s findings of fact and conclusions of law are not entitled to 

 

1See Tex. R. App. P. 47.4.
2

deference by this court and another asserting that the trial court erred by 

determining specific personal jurisdiction over Norstrud exists in Texas. Because 

the trial court’s fact findings are either unchallenged or are supported by legally 

sufficient evidence that underpins the trial court’s conclusions of law determining 

that Norstrud has minimum contacts with Texas and purposefully availed himself 

of the privilege of doing business in Texas, that the exercise of personal 

jurisdiction over Norstrud comports with traditional notions of fair play and 

substantial justice, and that specific personal jurisdiction exists over Norstrud in 

Texas, we will affirm the trial court’s order denying Norstrud’s special 

appearance.

II. FACTUAL AND PROCEDURAL BACKGROUND

The Cicurs sued Norstrud for violations of the Texas Securities Act, fraud, 

fraudulent inducement, fraudulent concealment, breach of fiduciary duty, 

negligence, negligent misrepresentation, liability based on principles of agency 

and respondeat superior, negligent supervision, statutory fraud under the Texas 

Business and Commerce Code, and professional misconduct; the Cicurs alleged 

that Norstrud generated and provided fraudulent information to induce their 

financial investment in Amstem, a foreign company producing stem-cellcontaining cosmetics purportedly promoting youthful skin.2

The Cicurs asserted 

 

2

The Cicurs sued other defendants as well, but the trial court severed the 

Cicurs’ claims against Norstrud following its denial of Norstrud’s special 

appearance and stayed the proceedings against the other defendants in the trial 

court pending this appeal.
3

that the trial court has general and specific jurisdiction over Norstrud because 

“this lawsuit arises out of Norstrud’s business activities in Texas (including, but 

not limited to, contracting with the Cicurs regarding performance to occur in 

whole or in part in Texas, and committing tortious acts in whole or in part in 

Texas)” and pleaded jurisdictional facts concerning Norstrud’s conduct in 

connection with each cause of action asserted. Norstrud filed a special 

appearance arguing that the trial court lacked jurisdiction over him and filed three 

affidavits in support of his special appearance.3The Cicurs filed a response to 

Norstrud’s special appearance, attaching 250 pages of special appearance 

evidence, including John Cicur’s affidavit, copies of the five agreements signed 

by Norstrud, pertinent emails, the Power Point prepared at least in part by 

Norstrud to solicit the Cicurs’ investment, the Circurs’ bank records documenting 

their investment in Amstem, Amstem’s bank records reflecting deposit of the 

Cicurs’ investment and documenting Amstem’s use of the funds, and deposition 

excerpts. Norstrud lodged no objection to the Cicurs’ evidence, and the 

reporter’s record from the hearing on Norstrud’s special appearance reflects that 

the trial court considered it. After the hearing on Norstrud’s special appearance, 

the trial court signed an order denying it. At Norstrud’s request, the trial court 

 

3

The affidavits are from Norstrud, Norstrud’s administrative assistant, and

Norstrud’s accounting clerk. All three of the affidavits deny that Norstrud resides 

in Texas or that he does business in Texas. They do not specifically address the 

Cicurs’ factual allegations concerning Norstrud’s commission of torts in whole or 

in part in Texas.
4

entered findings of fact and conclusions of law in support of its determination that 

specific jurisdiction exists over Norstrud.

III. BURDENS OF PROOF AND STANDARD OF REVIEW

The standard of review and the burdens of proof that we apply in reviewing 

a trial court’s ruling on a special appearance are recited extensively in the case 

law. Under the Texas long-arm statute, the plaintiff has the initial burden to plead

sufficient allegations to confer jurisdiction. Retamco Operating, Inc. v. Republic 

Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009). This minimal pleading 

requirement is satisfied by an allegation that the nonresident defendant is doing 

business in Texas. See Assurances Generales Banque Nationale v. Dhalla, 282 

S.W.3d 688, 695 (Tex. App.––Dallas 2009, no pet.); see also Tex. Civ. Prac. & 

Rem. Code Ann. § 17.042 (West 2015) (setting forth acts that constitute doing 

business for purposes of the long-arm statute). The nonresident defendant then 

has the burden of negating all bases of jurisdiction alleged in the plaintiff’s 

petition. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex.

2007); Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801, 807 (Tex.

2002), cert. denied, 537 U.S. 1191 (2003).

The nonresident defendant can negate jurisdiction on either a factual or a 

legal basis. Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 659 (Tex. 2010). 

Factually, a nonresident defendant can present evidence that it has no contacts 

with Texas, effectively disproving the plaintiff’s allegations. Id.; Foley v. Trinity 

Indus. Leasing Co., 314 S.W.3d 593, 604 (Tex. App.––Dallas 2010, no pet.). 
5

The plaintiff can then respond with its own evidence that affirms its jurisdictional 

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 fall short of purposeful availment; 

for specific jurisdiction, the claims do not arise from the contacts; or traditional 

notions of fair play and substantial justice are offended by the exercise of 

jurisdiction. Id. 

The trial court determines whether or not, viewing all of the evidence, a 

defendant has negated all potential bases for jurisdiction; in doing so, the trial 

court frequently must resolve questions of fact. See, e.g., BMC Software Belg., 

N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). If a trial court issues findings 

of fact in connection with a special appearance, the appellant may challenge the 

fact findings on legal and factual sufficiency grounds. Id. Unchallenged findings 

of fact, however, are considered conclusively established and are binding on an 

appellate court. See Dresser-Rand Grp. Inc. v. Centauro Capital, S.L.U., 448 

S.W.3d 577, 580 (Tex. App.––Houston [14th Dist.] 2014, no pet.) (recognizing 

that unchallenged special-appearance findings of fact are binding on appellate 

court but addressing challenged findings); Rushmore Inv. Advisors, Inc. v. Frey, 

231 S.W.3d 524, 530 (Tex. App.—Dallas 2007, no pet.) (“Because Rushmore 

does not challenge these fact findings, they are binding on us.”); Hooks v. 

Carpeton Mills, Inc., No. 02-05-000059-CV, 2005 WL 3526560, at *1 (Tex. 

App.—Fort Worth Dec. 22, 2005, no pet.) (mem. op.) (holding that “[w]hen the 
6

trial court makes findings of fact following a special appearance hearing, they are 

binding on this court unless challenged on appeal pursuant to ordinary 

insufficiency-of-the-evidence claims”). 

Conclusions of law may not be challenged for sufficiency but are reviewed 

to determine their correctness based upon the facts. Rischon Dev. Corp. v. City 

of Keller, 242 S.W.3d 161, 166 (Tex. App.––Fort Worth 2007, pet. denied), cert. 

denied, 555 U.S. 996 (2008). The conclusion that personal jurisdiction exists 

over a defendant is a conclusion of law that we review de novo. Retamco 

Operating, Inc., 278 S.W.3d at 337. Thus, we will uphold the trial court’s special 

appearance ruling if it can be sustained based on any conclusions of law 

supported by the evidence. City of Houston v. Cotton, 171 S.W.3d 541, 546 

(Tex. App.––Houston [14th Dist.] 2005, pet. denied).

IV. THE TRIAL COURT’S FINDINGS AND CONCLUSIONS

The trial court signed thirty-four findings of fact and eighteen conclusions 

of law in connection with its ruling on the special appearance. See BMC 

Software Belg., N.V., 83 S.W.3d at 794 (recognizing that trial court may sign 

findings of fact in connection with special-appearance ruling). Relevant here, the 

trial court found and concluded the following:

1. The Cicurs are Texas residents.

2. Defendant Andrew J. Norstrud (“Norstrud”) is a Florida 

resident. 

3. In May 2010, Norstrud was acting as the Chief Financial 

Officer of Amstem Corp. (“Amstem”).
7

4. At that time, Norstrud claimed Amstem needed $1 million in 

bridge note financing to tide the company over as it sought 

equity financing for an upcoming project.

5. Norstrud knew Defendants Jakobus Jordaan and Stonegate 

Securities, Inc.

6. Jordaan and Stonegate, who knew the Cicurs, sought out the 

Cicurs to secure the $1 million. 

7. Norstrud, himself and through Jordaan and Stonegate, 

presented the Cicurs with an opportunity to invest in a 

business relating to the sale and distribution of stem cellbased cosmetics.

8. Norstrud, himself and through Jordaan and Stonegate, told the 

Cicurs that Amstem was a Nevada corporation that owned 

100% of Amstem International and owned 90% of the 

Histostem Co., Ltd.

9. Norstrud, himself and through Jordaan and Stonegate, 

promised the Cicurs [] that their investment would be secured 

by nearly 178 million shares of Histostem common stock. 

These shares amounted to 90% of all issued and outstanding 

shares of Histostem. 

10. The Cicurs invested $1 million in Amstem. The Cicurs 

invested the money based on misrepresentations made by 

Norstrud. 

11. On May 24, 2010, the Cicurs made a $500,000 secured 

investment in Amstem in exchange for a note and securities. 

12. On June 18, 2010, the Cicurs made another $500,000 

secured investment in Amstem in exchange for a note and 

securities.

13. Norstrud executed at least five Agreements on behalf of 

Amstem.

. . . . 
8

21. Norstrud personally certified, in his individual capacity, that all 

the representations and warranties of Amstem were true and 

accurate in all material respects.

22. The Agreements [signed by Norstrud] were to be performed in 

Texas.

23. Amstem was supposed to pay the Cicurs back their principal 

and interest by November 30, 2010. 

24. Amstem defaulted.

25. Norstrud spent the Cicurs’ $1 million, which he purported to 

obtain on Amstem’s behalf.

26. Norstrud took approximately $100,000 for himself directly, and 

an additional $300,000 through companies he controlled. 

27. Norstrud also directed funds obtained from the Cicurs to 

himself through Amstem’s credit card and travel accounts. 

28. Norstrud paid moneys he obtained from the Cicurs to 

individuals who assisted him in creating the appearance that 

Amstem was a legitimate company. 

29. The Cicurs later learned that the shares in Histostem, which 

formed the security for their investment, were not owned by 

Amstem.

30. Norstrud knew or should have known that the Histostem and 

Amstem merger never happened. 

. . . .

CONCLUSIONS OF LAW

35. Norstrud is subject to specific personal jurisdiction in Texas.

36. Norstrud waived his special appearance by executing the 

Escrow Agreement and the Pledge and Security Agreement, 

which contained forum-selection clauses and/or clauses 

operating as contractual consent to jurisdiction. Michiana 
9

Easy Livin’ Country, Inc. v. Holden, 168 S.W.3d 777, 792 

(Tex. 2005).

37. The “corporate shield” doctrine is inapplicable to the facts of 

this case. SITQ E.U., Inc. v. Reata Rest. Inc., 111 S.W.3d 

638, 650–51 (Tex. App.––Fort Worth 2003, pet. denied).

38. Norstrud is subject to specific personal jurisdiction in Texas 

because he took actions in his corporate capacity for which, if 

determined to be fraudulent and/or tortious, he also would 

face liability in his individual capacity. Id.

39. Norstrud is subject to personal jurisdiction in Texas because 

Amstem is his alter ego and/or a sham entity. See Wolf v. 

Summers-Wood, L.P., 214 S.W.3d 783, 790 (Tex. App.––

Dallas 2007, no pet); Vosko v. Chase Manhattan Bank, N.A., 

909 S.W.2d 95, 99 (Tex. App.––Houston [14th Dist.] 1995, writ 

denied).

40. Norstrud controlled the internal business operations and 

affairs of Amstem to such an extent that Norstrud and Amstem 

effectively ceased to be separate including, but not limited to, 

controlling and directing the spending of Amstem’s money for 

his own benefit and directing other Defendants to engage the 

Cicurs in investing in Amstem. Commonwealth Gen. Corp. v. 

York, 177 S.W.3d 923, 925 (Tex. 2005) (per curiam) (citing 

BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 789–

99 (Tex. 2002)).

41. The Cicurs complied with the requirements under the Texas 

long-arm statute by alleging that Norstrud committed torts in 

Texas. Tex. Civ. Prac. & Rem. Code § 17.042(2).

V. NORSTRUD’S FIRST ISSUE

In his first issue, Norstrud argues that “minimal deference” should be 

afforded to the trial court’s findings of fact and conclusions of law because the 

trial court adopted the Cicurs’ proposed findings and conclusions verbatim. In 

support of this position, Norstrud cites Villagomez v. Rockwood Specialties, Inc., 
10

210 S.W.3d 720, 726 (Tex. App.––Corpus Christi 2006, pet. denied). Because 

the Texas Supreme court has not adopted differing standards of review for 

findings of fact adopted verbatim from a prevailing party’s proposed findings of 

fact versus findings of fact not adopted verbatim or modified by the trial court, we 

decline to follow the holding of our sister court in Villagomez that lesser 

deference is required by this court to findings of fact adopted verbatim, to the 

extent Villagomez may be construed as so holding.

We will continue to apply the standard of review enunciated by the 

supreme court in BMC Software Belg., N.V. and its progeny––requiring an 

appellant to challenge the sufficiency of the evidence to support fact findings 

made by the trial court and regarding the facts found as conclusively established 

in the absence of such a challenge. See, e.g., Kelly, 301 S.W.3d at 659 n.7

(noting that the losing party on a special appearance in the trial court may 

challenge in the court of appeals the sufficiency of the evidence to support the 

trial court’s fact findings); BMC Software Belg., N.V., 83 S.W.3d at 794 (stating 

that “[i]f a trial court enters an order denying a special appearance, and the trial 

court issues findings of fact and conclusions of law, the appellant may challenge 

the fact findings on legal and factual sufficiency grounds”); Dresser-Rand Grp. 

Inc., 448 S.W.3d at 580 (holding unchallenged fact findings are binding on 

appeal); Rushmore Inv. Advisors, Inc., 231 S.W.3d at 530 (same); Hooks, 2005 

WL 3526560, at *1 (same). 
11

Accordingly, we overrule Norstrud’s first issue.

VI. NORSTRUD’S SECOND ISSUE

A. The Parties’ Positions

In his second issue, Norstrud asserts that the trial court erred “in finding 

personal jurisdiction over Mr. Norstrud, a Florida resident with no contacts with 

Texas.” Norstrud argues that to the extent he had contacts with Texas, such 

contacts were not attributable to him individually but were in his capacity as the 

Chief Financial Officer of Amstem. Norstrud argues that his contacts with Texas 

as a corporate officer of Amstem cannot be attributed to him individually absent 

proof from the Cicurs that Amstem is his alter ego. He also asserts that his 

contacts with Texas in his capacity as Amstem’s CFO are insufficient to satisfy 

the “purposeful availment” element required to establish personal jurisdiction. 

And finally, Norstrud argues that the trial court’s exercise of specific jurisdiction 

over him violates traditional notions of fair play and substantial justice. 

In response, the Cicurs make several arguments. First, the Cicurs assert 

that Norstrud did not challenge any of the trial court’s fact findings, so the 

findings are binding on this court. Second, the Cicurs point out that Norstrud 

signed agreements containing misrepresentations,

4

generated a Power Point 

containing misrepresentations, and orchestrated the dissemination of this 

misinformation to them to induce their investment in Amstem; these 

 

4Several of the agreements contain provisions either that the agreement is 

governed by Texas law or that the agreement is performable in Texas.
12

misrepresentations form the basis of the Cicurs’ common-law and statutory tort 

claims against Norstrud. The Cicurs note that two exceptions exist to the 

jurisdictional protection afforded by the fiduciary-shield doctrine––those being 

when the corporate officer commits torts for which he may be held individually 

liable and when the corporation is operated as the officer’s alter ego––and argue 

that, although the trial court concluded both exceptions applied here, Norstrud 

challenged on appeal only the alter-ego conclusion. Consequently, the Cicurs 

assert that the unchallenged fact findings supporting the conclusion of law that

the fiduciary-shield doctrine does not apply based on the first exception––

because Norstrud, even if his acts were on behalf of Amstem, committed 

common-law and statutory torts for which he may be held individually liable––

render it unnecessary for this court to address Norstrud’s challenge to the alterego exception. Thus, the Circurs contend that the only issue left for resolution by 

this court is the legal issue of whether the trial court’s exercise of specific 

jurisdiction over Norstrud comports with traditional notions of fair play and 

substantial justice.

B. Unchallenged or Legally Sufficient Fact Findings

Norstrud’s special appearance and his three supporting affidavits factually 

negated the Cicurs’ jurisdictional allegations by simply denying any contacts with 

Texas. See Kelly, 301 S.W.3d at 659 (explaining that to factually negate 

jurisdiction nonresident “defendant can present evidence that it has no contacts 

with Texas”); Foley, 314 S.W.3d at 604 (recognizing defendant’s affidavit 
13

negated plaintiff’s claimed bases for subjecting defendant to jurisdiction). The 

Cicurs responded by presenting 250 pages of their own jurisdictional evidence,

documenting Norstrud’s alleged tortious acts that were committed in whole or in 

part in Texas either through Jordaan and Stonegate Securities or in Norstrud’s 

capacity as an officer of Amstem and documenting how their claims against 

Norstrud individually arose from his alleged tortious acts in these capacities. 

Logically, we must first address the Cicurs’ contention that Norstrud has failed to 

challenge the legal or factual sufficiency of the trial court’s fact findings. 

Norstrud’s opening appellate brief does not contain a specific issue or 

argument challenging the sufficiency of the evidence to support any of the trial 

court’s findings of fact.

5

 His opening brief performs no legal- or factualsufficiency analysis of the 250 pages of special-appearance evidence filed by the 

Cicurs pertinent to any trial court fact finding. Norstrud’s reply brief argues that 

Norstrud did challenge the trial court’s “key” fact findings and cites seven

different pages in Norstrud’s opening brief. We have reviewed the seven

referenced pages. The first and second referenced pages simply state the blackletter law that fact findings may be challenged for sufficiency of the evidence. 

The third referenced page contains no sufficiency challenge whatsoever. The 

 

5Norstrud’s reply brief does undertake such an analysis, but the law is wellsettled that new issues, including sufficiency of the evidence challenges, may not 

be raised for the first time in a reply brief. See, e.g., Hutchison v. Pharris, 158 

S.W.3d 554, 564 & n.11 (Tex. App.—Fort Worth 2005, no pet.) (noting the wellestablished principle and listing supporting cases). 
14

fourth and fifth referenced pages challenge conclusion of law number 39 on legal 

grounds related to nonapplication of the fiduciary-shield doctrine based on the 

alter-ego exception. The sixth and seventh cited pages challenge conclusion of 

law number 45 and state that “the record is entirely void of any interactions 

directly between Mr. Norstrud and the Cicurs” and “the trial court’s findings of fact 

as to this issue are legally and factually insufficient.” 

To the extent Norstrud’s opening brief can be liberally construed as raising

a challenge to the findings of fact supporting conclusions of law 39 (nonapplication of the fiduciary-shield doctrine based on the alter-ego exception) and 

45 (stating personal jurisdiction exists based on Norstrud’s contacts within 

Texas), because Norstrud’s brief does not address evidence favorable to the 

Cicurs, as necessary in the against-the-great-weight factual-sufficiency analysis

required of Norstrud as the party ultimately bearing the burden to negate 

personal jurisdiction, any factual-sufficiency challenge is waived, and at most, 

Norstrud raises only a legal-sufficiency challenge concerning fact findings 

supporting conclusions of law 39 and 45. See, e.g., Archer v. DDK Holdings 

LLC, No. 14-14-00017-CV, 2015 WL 1393299, at *4 (Tex. App.––Houston [14th

Dist.] Mar. 24, 2015, no pet.) (holding factual-sufficiency challenge to fact 

findings waived because appellant did not address evidence favorable to 

appellees); see also Tex. R. App. P. 38.1(i) (requiring brief to contain clear and 

concise argument for the contentions made). Viewing the 250 pages of specialappearance evidence in the light most favorable to the Cicurs, the evidence rises 
15

at least to a level that would enable reasonable and fair-minded people to differ 

in their conclusions concerning the findings of fact supporting conclusions of law 

39 and 45. See Ford Motor Co. v. Ridgway, 135 S.W.3d 598, 601 (Tex. 2004). 

Specifically, the Cicurs’ evidence, viewed in the light most favorable to the trial 

court’s fact findings shows that Jordaan and Stonegate Securities signed an 

agency agreement with Amstem. Norstrud, on behalf of Amstem, produced a 

Power Point and materials for Jordaan and Stonegate Securities to utilize to 

solicit a specific “bridge note” investment in Amstem. The Power Point and 

materials contained misrepresentations generated by Norstrud. After the Cicurs 

agreed to make the investment, Norstrud through Amstem created “transaction” 

documents that also contained misrepresentations, and all of the transaction 

documents were signed by Norstrud. Norstrud utilized the monies invested by 

the Cicurs for purposes other than the stated purpose for the investment and also 

utilized the monies for his personal benefit. Because Norstrud does not identify 

which of the trial court’s thirty-four fact findings that he purports to challenge by 

his contention that conclusions of law 39 and 45 are erroneous, we have 

examined all of the trial court’s fact findings, and we hold that, viewed in the light 

most favorable to the Cicurs and disregarding contrary evidence because a 

reasonable fact-finder could, the evidence is legally sufficient to support all of the 

trial court’s fact findings. 

Because the trial court’s fact findings are either unchallenged or are 

challenged only for legal sufficiency and are supported by legally-sufficient 
16

evidence, they are binding on this court on appeal. See Dresser-Rand Grp. Inc., 

448 S.W.3d at 580; Rushmore Inv., 231 S.W.3d at 530; Hooks, 2005 WL 

3526560, at *1. Accordingly, looking to the trial court’s findings of fact in our 

jurisdictional analysis below, we determine whether the trial court correctly 

determined that it possesses specific jurisdiction over Norstrud. 

C. The Law Concerning Specific Jurisdiction

Texas courts may assert specific personal jurisdiction over a nonresident if

(1) the Texas long-arm statute authorizes the exercise of personal jurisdiction 

and (2) the exercise is consistent with federal and state constitutional dueprocess guarantees. Moki Mac River Expeditions, 221 S.W.3d at 574. Specific 

jurisdiction is established if the claims in question arise from or relate to the 

defendant’s purposeful contacts with Texas. Spir Star AG v. Kimich, 310 S.W.3d 

868, 873 (Tex. 2010); Kelly, 301 S.W.3d at 658; Moki Mac River Expeditions, 221 

S.W.3d at 576. The “arises from or relates to” requirement lies at the heart of 

specific jurisdiction by defining the required nexus between the nonresident 

defendant, the litigation, and the forum state. Moki Mac River Expeditions, 221 

S.W.3d at 579. That is, when specific jurisdiction is asserted, the minimumcontacts analysis focuses on the relationship between the nonresident 

defendant, the forum state, and the litigation. Id. at 575–76; Guardian Royal 

Exch. Assurance, Ltd., 815 S.W.2d 223, 226 (Tex. 1991). For a court to exercise 

specific jurisdiction over a nonresident defendant, two requirements must be met: 

(1) the nonresident defendant’s contacts with the forum state must be purposeful; 
17

and (2) the cause of action must arise from or relate to those contacts. See

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475–76, 105 S. Ct. 2174, 2183–

85 (1985); Spir Star AG, 310 S.W.3d at 873; Moki Mac River Expeditions, 221 

S.W.3d at 579; BMC Software Belg., N.V., 83 S.W.3d at 796.

Finally, in addition to the requirement of minimum contacts with the forum 

state, the exercise of personal jurisdiction over a nonresident defendant must 

comport with traditional notions of fair play and substantial justice. See Burger 

King, 471 U.S. at 476, 105 S. Ct. at 2184; BMC Software Belg., N.V., 83 S.W.3d 

at 795. If it is determined that the defendant has purposefully directed activities 

at forum residents, it becomes the defendant’s burden to “present a compelling 

case the presence of some other considerations would render jurisdiction 

unreasonable.” Burger King, 471 U.S. at 477, 105 S. Ct. at 2184–85; see Spir 

Star AG, 310 S.W.3d at 878–79. The burden of having to travel to the forum 

state for litigation alone is ordinarily insufficient to defeat jurisdiction. Guardian 

Royal, 815 S.W.2d at 231 (citing McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223, 

78 S. Ct. 199, 201 (1957)); Tabacinic v. Frazier, 372 S.W.3d 658, 671 (Tex. 

App.—Dallas 2012, no pet.). 

The following factors are useful in evaluating whether subjecting a 

nonresident defendant to specific jurisdiction violates traditional notions of fair 

play and substantial justice: (1) the burden on the defendant; (2) the interests of 

the forum in adjudicating the dispute; (3) the plaintiff’s interest in obtaining 

convenient and effective relief; (4) the interstate judicial system’s interest in 
18

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

interest of the several states in furthering substantive social policies. Guardian 

Royal, 815 S.W.2d at 228 (citing Asahi Metal Indus. Co., Ltd. v. Superior Court, 

480 U.S. 102, 113, 107 S. Ct. 1026, 1033–34 (1987); Burger King, 471 U.S. at 

476, 105 S. Ct. at 2184; World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 

286, 292, 100 S. Ct. 559, 564 (1980)); D.H. Blair Inv. Banking Corp. v. Reardon,

97 S.W.3d 269, 278 (Tex. App.—Houston [14th Dist.] 2002, pet. dism’d w.o.j.) 

(op. on reh’g). Only in rare cases will the exercise of jurisdiction not comport with 

fair play and substantial justice when the nonresident defendant has purposefully 

established minimum contacts with the forum. Guardian Royal, 815 S.W.2d at 

231 (citing Burger King, 471 U.S. at 477–78, 105 S. Ct. at 2185); D.H. Blair Inv. 

Banking Corp., 97 S.W.3d at 278.

D. Jurisdictional Analysis

1. Texas Long-Arm Statute

In determining whether Texas courts may assert specific jurisdiction over 

Norstrud, who is a nonresident, we first examine whether the Texas long-arm 

statute authorizes the exercise of personal jurisdiction. Moncrief Oil Int’l Inc. v. 

OAO Gazprom, 414 S.W.3d 142, 150 (Tex. 2013); Moki Mac River Expeditions,

221 S.W.3d at 574. The long-arm statute allows the exercise of personal 

jurisdiction over a nonresident defendant who “commits a tort in whole or in part 

in this state.” Tex. Civ. Prac. & Rem. Code Ann. § 17.042(2). The Cicurs 

pleaded that Norstrud had committed common-law and statutory torts in Texas 
19

consisting of violations of the Texas Securities Act, fraud, fraudulent inducement, 

fraudulent concealment, breach of fiduciary duty, negligence, negligent 

misrepresentation, liability based on principles of agency and respondeat 

superior, negligent supervision, statutory fraud under the Texas Business and

Commerce Code, and professional misconduct. Thus, Texas courts may 

exercise specific jurisdiction over Norstrud to defend the tort claims asserted 

against him so long as the exercise of specific jurisdiction is consistent with 

federal and state constitutional due-process guarantees. Moncrief Oil Int’l Inc., 

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

2. Minimum Contacts and Purposeful Availment

Although generally a trial court’s assertion of specific jurisdiction over a 

nonresident defendant requires us to analyze jurisdictional contacts on a claimby-claim basis, we need not assess contacts on a claim-by-claim basis if all 

claims arise from the same forum contacts, as they do here. See Moncrief Oil 

Int’l Inc., 414 S.W.3d at 150. Thus, we next analyze whether Norstrud’s forum

contacts with Texas, as reflected in the trial court’s fact findings, support the trial 

court’s conclusions of law that it possessed specific personal jurisdiction over 

Norstrud, that Norstrud had minimum contacts with Texas, that Norstrud 

purposefully availed himself of the privilege of conducting activities within Texas,

and that Norstrud sought a financial benefit or profit through such purposeful 

availment. 
20

The following binding findings of fact by the trial court are relevant for our 

“purposeful availment” inquiry:

8. Norstrud, himself and through Jordaan and Stonegate, told the 

Cicurs that Amstem was a Nevada corporation that owned 

100% of Amstem International and owned 90% of Histostem 

Co., Ltd.

9. Norstrud, himself and through Jordaan and Stonegate, 

promised the Cicurs [] that their investment would be secured 

by nearly 178 million shares of Histostem common stock. 

These shares amounted to 90% of all issued and outstanding 

shares of Histostem. 

10. The Cicurs invested $1 million in Amstem. The Cicurs 

invested the money based on misrepresentations made by 

Norstrud.

. . . .

21. Norstrud personally certified, in his individual capacity, that all 

the representations and warranties of Amstem were true and 

accurate in all material respects.

28. Norstrud paid moneys he obtained from the Cicurs to 

individuals who assisted him in creating the appearance that 

Amstem was a legitimate company. 

29. The Cicurs later learned that the shares in Histostem, which 

formed the security for their investment, were not owned by 

Amstem.

30. Norstrud knew or should have known that the Histostem and 

Amstem merger never happened. 

These unchallenged findings show that Norstrud, by himself as well as 

through Jordaan and Stonegate Securities, purposefully targeted the Cicurs in 

Texas, directed misinformation to them to secure their investment, and used the 

money that they had invested in a manner inconsistent with the alleged purpose 
21

for soliciting it. These fact findings support the trial court’s conclusion that 

“Norstrud purposefully availed himself of the privilege of conducting activities 

within Texas.”6 See Burger King, 471 U.S. at 472, 105 S. Ct. at 2182 (explaining 

purposeful availment satisfied when nonresident “purposefully directs” his efforts 

“at residents of the forum” and the litigation results from injuries “that arise out of 

or relate to” those activities); cf. IRA Resources, Inc. v. Griego, 221 S.W.3d 592, 

596 (Tex. 2007) (finding no purposeful availment when plaintiff proved no 

misrepresentations by nonresident and no knowledge of misrepresentations 

attributable to nonresident).

Also, several of the agreements signed by Norstrud contain clauses that 

either Texas law governs the agreement or that the agreement is performable in 

Texas, these clauses show the contemplation of a long-term relationship with 

Texas and constitute factors to consider in determining whether a defendant 

“purposefully invoked the benefits and protections of a State’s laws.” Burger 

King, 471 U.S. at 482, 105 S. Ct. at 2187. 

 

6Norstrud relies on several cases rejecting a state’s assertion of jurisdiction 

over a nonresident parent corporation when the assertion of jurisdiction is 

premised simply on the fact that the parent corporation’s subsidiary is doing 

business in the state. See Cannon Mfg. Co. v. Cudahy Packing Co., 267 U.S. 

333, 335, 45 S. Ct. 250, 250–51 (1925); BMC Software Belg., N.V., 83 S.W.3d at 

795–96; Knight Corp. v. Knight, 367 S.W.3d 715, 730 (Tex. App.––Houston [14th 

Dist.] 2012, no pet.). We do not address these cases because they are based on 

facts inapposite to the facts here in which the trial court’s exercise of specific 

jurisdiction over Norstrud pivots on whether Norstrud’s own contacts with Texas 

are attributable to him individually or only to Amstem.
22

Norstrud appears to argue that, despite the trial court’s fact findings (i.e., 

accepting them as true), he nonetheless cannot be shown to have sufficient 

contacts because he himself did not make the representations on which the 

Cicurs’ claims are premised “directly” to the Cicurs. But, the Cicurs’ specialappearance evidence includes documents and Jordaan’s deposition excerpts 

establishing that Jordaan and Stonegate Securities were acting as agents for 

Amstem. John Cicur’s affidavit outlines the misrepresentations made by Jordaan 

and Stonegate Securities; Jordaan testified that he did not know the information 

he had provided to solicit the Cicurs’ investment was false but agreed that 

Amstem, by Norstrud, had provided “materially false misrepresentations to the 

Cicurs.” Specifically concerning Norstrud, Jordaan testified, “he [Norstrud] 

signed the Sarbanes certificate and he [Norstrud] signed the SEC filings that 

made representations and he [Norstrud] signed a securities purchase agreement 

[with the Cicurs] with specific reps in it that are not true.” Thus, the Cicurs’

special-appearance evidence established that Jordaan and Stonegate Securities

acted as agents of Amstem who were utilized by Norstrud to funnel false 

information to the Cicurs. See Griego, 221 S.W.3d at 596-97 (implicitly 

recognizing that agent’s contacts with forum are attributable to principal). And 

the fact that Norstrud, in providing false information to Jordaan and to Stonegate

Securities to solicit the Cicur’s investment, was acting on behalf of Amstem and 

had engaged them to act as agents of Amstem, does not shield him from a 
23

Texas court’s exercise of specific jurisdiction. See, e.g., SITQ E.U., Inc., 111 

S.W.3d at 651.

Norstrud also argues that a purposeful-availment analysis fails because he 

personally did not physically enter Texas. But the trial court found, and the 

Cicurs’ special-appearance evidence is legally sufficient to establish, that 

Norstrud purposefully availed himself of the privilege of conducting activities 

within Texas; consequently, jurisdiction is not defeated merely because Norstrud 

did not physically enter the state. See Burger King, 471 U.S. at 476, 105 S. Ct. 

at 2184 (stating that “[s]o long as a commercial actor’s efforts are ‘purposefully 

directed’ toward residents of another State,” the lack of physical entry is not fatal 

to specific jurisdiction.).

The common-law and statutory tort claims asserted by the Cicurs against 

Norstrud arise from and are directly related to Norstrud’s purposeful contacts with 

Texas. See, e.g., Spir Star AG, 310 S.W.3d at 873; Kelly, 301 S.W.3d at 658. 

That is, given the trial court’s fact findings, the requisite specific-jurisdiction nexus 

exists between Norstrud, the Cicurs’ claims, and the State of Texas. See Moki 

Mac River Expeditions, 221 S.W.3d at 579.
24

3. Fiduciary Shield7

While individuals’ contacts with a forum are not to be analyzed based on 

their employer’s activities in that forum, “their status as employees does not 

somehow insulate them from jurisdiction.” Calder v. Jones, 465 U.S. 783, 790, 

1047 S. Ct. 1482, 1487 (1984); SITQ E.U., Inc., 111 S.W.3d at 651. A corporate 

officer is not protected from the exercise of specific jurisdiction, even if all of his 

contacts were performed in a corporate capacity, if the officer engaged in tortious 

or fraudulent conduct directed at the forum state for which he may be held 

personally liable. See Crithfield v. Boothe, 343 S.W.3d 274, 287 (Tex. App.—

Dallas 2011, no pet.); Ennis v. Loiseau, 164 S.W.3d 698, 707 (Tex. App.––Austin 

2005, no pet.); SITQ E.U., Inc., 111 S.W.3d at 651 (citing D.H. Blair Inv. Banking 

Corp., 97 S.W.3d at 277). This is based on the well-established principle that a 

 

7Although technically not falling within a fiduciary-shield analysis, in 

support of his contention that Texas courts lack specific personal jurisdiction over 

him because he is not personally a party to the documents he signed (that the 

Cicurs claim contain misrepresentations) and signed them only in his corporate 

capacity, Norstrud cites cases in which a party sought to enforce a contract

against a nonresident individual who either did not sign the contract or signed on 

behalf of a corporation. See Suzlon Energy Ltd. v. Trinity Structural Towers, Inc., 

436 S.W.3d 835, 840–41 (Tex. App.––Dallas 2014, no pet.) (nonsignatory to 

contract sued for breach of contract); Foley, 314 S.W.3d at 604 (same); Wolf, 

214 S.W.3d at 792 (individual defendants sued for breach of contract signed in 

corporate capacity). The facts of these cases cited and discussed by Norstrud 

are inapposite to the facts here because the Cicurs do not assert a breach-ofcontract cause of action against Norstrud. They are not attempting to enforce the 

agreements; instead, they assert common-law and statutory tort causes of action 

against Norstrud for various misrepresentations that he allegedly made to induce 

their investment, including some misrepresentations in the agreements he 

signed. 
25

corporate officer is primarily liable for his own torts. SITQ E.U., Inc., 111 S.W.3d 

at 651; see Calder, 465 U.S. at 790, 1047 S. Ct. at 1487 (holding that reporter 

and editor of allegedly defamatory magazine article were subject to personal 

jurisdiction). 

Norstrud argues that the conduct the Cicurs attribute to him was committed 

by Jordaan and Stonegate Securities, and he claims that to the extent the 

conduct was attributable to him, he did it while working for Amstem, triggering the 

protection of the fiduciary-shield doctrine. Although Norstrud contends that the 

conduct underlying the Cicurs’ suit is attributable to Amstem, rather than to 

himself, the subject conduct—misrepresentations in the inducement of an 

investment and the misuse of the funds for noncorporate purposes—is tortious. 

Norstrud’s corporate-officer status thus does not shield him from the trial court’s 

exercise of specific jurisdiction.8 See Crithfield, 343 S.W.3d at 287 (holding that 

 

8Norstrud argues extensively that the Cicurs failed to establish the alterego exception to the fiduciary-shield doctrine. But we agree with the Cicurs that 

two exceptions exist to application of the fiduciary-shield doctrine, and Norstrud 

does not address the other exception––the corporate-officer-committed-torts-forwhich-he-could-be-held-individually-liable exception. Because the trial court’s 

fact findings support application of this exception per conclusion of law 38—

stating that “Norstrud is subject to specific personal jurisdiction in Texas because 

he took actions in his corporate capacity for which, if determined to be fraudulent 

and/or tortious, he also would face liability in his individual capacity”—we need 

not address Norstrud’s argument concerning the correctness of the trial court’s 

alter-ego conclusion of law; nonapplication of the fiduciary-shield doctrine is 

supported by conclusion of law 38, which is not addressed on appeal. Norstrud’s 

reply brief claims that on pages 31 through 36 of his opening brief he challenged 

the trial court’s conclusion that the corporate-officer-committed-torts-for-whichhe-could-be-held-individually-liable exception to the fiduciary-shield doctrine did 

not apply, but those pages argue only that personal jurisdiction does not exist 
26

because plaintiff’s claims were based on alleged misrepresentations for which 

nonresident defendant corporate officer could be held individually liable, 

fiduciary-shield doctrine did not apply); SITQ E.U., Inc., 111 S.W.3d at 651 (“This 

evidence [of tortious activities directed at Texas] shows that Wener had sufficient 

minimum contacts with Texas to support the exercise of specific jurisdiction over 

him individually, even if all of his activities directed towards Texas were done in 

his capacity as Canderel’s chairman, CEO, and sole director.”); D.H. Blair Inv. 

Banking Corp., 97 S.W.3d at 278; see also Calder, 465 U.S. at 790, 1047 S. Ct. 

at 1487. The trial court’s unchallenged or legally-sufficient findings support its 

conclusions of law that Norstrud is subject to its specific jurisdiction and that the 

fiduciary-shield doctrine does not shield him. See Rischon Dev. Corp., 242 

S.W.3d at 166 (holding that we review the trial court’s conclusions of law to 

determine their correctness based on the facts); Cotton, 171 S.W.3d at 546

(holding that appellate court will uphold the trial court’s special-appearance ruling 

if it can be sustained based on any conclusions of law supported by the 

evidence).

4. Fair Play and Substantial Justice

Lastly, the final step of our analysis requires us to determine the propriety 

of the trial court’s conclusion of law that its exercise of personal jurisdiction over 

 

over Norstrud because he did not sign any agreement in his individual capacity. 

See, e.g. Colton, 171 S.W.3d at 546 (requiring appellate court to uphold 

judgment on any correct legal theory supported by findings of fact). 
27

Norstrud comports with traditional notions of fair play and substantial justice. 

See Burger King, 471 U.S. at 476, 105 S. Ct. at 2184; BMC Software Belg., N.V., 

83 S.W.3d at 795. When, as here, the trial court has determined that the 

defendant––Norstrud––has purposefully directed activities at forum residents, it

then becomes the defendant’s burden to “present a compelling case that the 

presence of some other considerations would render jurisdiction unreasonable.” 

Burger King, 471 U.S. at 477, 105 S. Ct. at 2184–85; see Spir Star AG, 310 

S.W.3d at 878–79. Norstrud did not present such a compelling case in his 

special appearance, in the special-appearance hearing before the trial court, or in 

his brief on appeal. See Burger King, 471 U.S. at 477, 105 S. Ct. at 2184–85 

(establishing that it is the defendant’s burden to present a compelling argument 

defeating jurisdiction on fair-play and substantial-justice grounds); Spir Star, 310 

S.W.3d at 878–79 (same); Guardian Royal, 815 S.W.2d at 231 (noting that only 

in rare cases will jurisdiction not comport with fair play and substantial justice 

once minimum contacts exist); D.H. Blair Inv. Banking Corp., 97 S.W.3d at 278 

(same). 

And supporting the trial court’s finding that the exercise of specific 

jurisdiction over Norstrud comports with traditional notions of fair play and 

substantial justice are its findings or conclusions that the burden on Norstrud of 

defending a lawsuit in Texas is not too great, Texas has an interest in 

adjudicating the matter in its courts, and the Cicurs have an interest in obtaining 

convenient and effective relief in the state where they are residents and where 
28

the agreements were intended to be performed. See Guardian Royal, 815 

S.W.2d at 231 (listing these factors for use in determining whether the exercise 

of jurisdiction comports with traditional notions of fair play and substantial 

justice). Thus, Norstrud failed to satisfy his burden of presenting a compelling 

case showing that his is the rare case in which minimum contacts exist but 

jurisdiction violates fair play and substantial justice.

In summary, having determined that the long-arm statute authorizes the 

assertion of personal jurisdiction over Norstrud in Texas; Norstrud had the 

requisite minimum contacts with Texas and purposefully availed himself of the 

privilege and benefits of conducting business in Texas; the Cicurs’ claims against 

Norstrud arise from and are related to his contacts with Texas; the fiduciaryshield doctrine does not apply to protect Norstrud from the exercise of specific 

jurisdiction because even if such contacts were performed in a corporate 

capacity, the Cicurs produced evidence that Norstrud had engaged in tortious or 

fraudulent conduct for which he may be held personally liable; and the trial 

court’s exercise of personal jurisdiction over Norstrud comports with traditional 

notions of fair play and substantial justice, we overrule Norstrud’s second issue 

claiming that the trial court erred by concluding specific personal jurisdiction 

exists over Norstrud in Texas. 
29

VII. CONCLUSION

Having overruled Norstrud’s two issues, we affirm the trial court’s order 

denying Norstrud’s special appearance. 

/s/ Sue Walker

SUE WALKER

JUSTICE 

PANEL: LIVINGSTON, C.J.; WALKER and SUDDERTH, JJ.

DELIVERED: August 13, 2015