Reversed and Memorandum Opinion filed June 27, 2023

In The

Fourteenth Court of Appeals

NO. 14-22-00155-CV

CUSHMAN & WAKEFIELD U.S., INC. AND DARRIN BOYD, Appellants

V.

SHARESTATES INVESTMENTS, LLC AND PALLASITE REO 2018-1, 

LLC, Appellees

On Appeal from the 152nd District Court

Harris County, Texas

Trial Court Cause No. 2020-04844

MEMORANDUM OPINION

Appellee Sharestates Investments, LLC (“Sharestates”) lent money to a 

borrower who defaulted on at least two of its loans; one pertaining to a property in 

Texas, another in New Jersey. Though the underlying action pertains to both

loans, this appeal only relates to the loan on the New Jersey property. In tandem 

with conventional avenues to recover its loss on the New Jersey Property loan,

1

1 Sharestates has also pursued other actions in connection with the New Jersey loan. 
2

Sharestates pursued the borrower and others in Texas for fraud related to both 

loans to recover funds Sharestates disbursed to the two escrow agents after title 

transferred from seller to borrower. Sharestates added claims against the out-ofstate seller of the New Jersey property, the seller’s out-of-state agents (natural and 

corporate) and the corporate out-of-state agent’s parent company, all of whom filed 

special appearances. 

After an evidentiary hearing, the trial court sustained the special appearances 

filed by the seller and the corporate out-of-state agent’s parent company but denied 

the special appearances filed by the out-of-state agents, Darrin Boyd and Cushman 

& Wakefield U.S., Inc. (CWUS), appellants. Boyd and CWUS filed this 

interlocutory appeal. We reverse and remand with instructions to the trial court to

dismiss appellants for lack of personal jurisdiction. 

I. FACTUAL AND PROCEDURAL BACKGROUND

This case involves two back-to-back real estate transactions and 

accompanying financing of property located in New Jersey (“New Jersey 

Property”) on Dec. 28, 2017. The first conveyance involved Ardagh Glass 

Container, Inc., a Delaware corporation based in Muncie, Indiana (“Ardagh”), 

when it charitably gifted (pursuant to Section 170 of the Internal Revenue Code 

(“Section 170”)) the New Jersey Property to Mineral County Development 

Authority (“MCDA”), a non-profit political subdivision of Mineral County, West 

Virginia (the “Ardagh Transaction”). Almost immediately thereafter, MCDA sold 

the New Jersey Property to 83 Griffith, LLC, a company owned by Harold Polk 

(“Polk”). The two transactions can be summarized as follows:
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Appellee Sharestates agreed to fund a loan of 

$3,830,000.00 to 83 Griffith to enable it to 

purchase the New Jersey Property for an alleged

purchase price of $5,900,000.00 from MCDA

(“New Jersey Property Sale”, or “the Flip Sale”). 

The Flip Sale was the second of two back-to-back 

conveyances of the same parcel on the same day. 

Appellants Boyd and CWUS participated in 

both the Ardagh Transaction and the Flip Sale. 

After it became clear that MCDA would be the 

recipient in the Ardagh Transaction, CWUS

entered into a Consulting Agreement with MCDA, 

to consult with MCDA for the purpose of selling the property after the Ardagh 

Transaction, and at MCDA’s request, ensured that any sale occurred on the same 

day following the Ardagh Transaction. To this end Boyd and CWUS publicized 

the sale for a potential buyer on Loopnet, a national web-advertising service used 

to list commercial properties. The property was listed for a purchase price of 2.95 

million dollars, the amount from which pursuant to the Consulting Agreement, 

CWUS would be entitled to 65%. 

In response to the Loopnet listing, Texan Harold Polk (“Polk”) reached out 

to Boyd and CWUS expressing interest in purchasing the New Jersey Property. 

Polk, through his various corporate counterparts, entered an agreement and 

ultimately consummated the sale with MCDA to purchase the New Jersey Property

for $5.9 million, twice the listed price. Polk secured financing from appellee 

Sharestates and a second lender, BDFI, allegedly unbeknownst to Sharestates. 
4

Sharestates agreed to loan Polk roughly 65% of the acquisition price, which at 

closing resulted in its wire transmission of $3,740,070.00 to the Sharestatesselected title company in New York, Atlantis National Services, Inc., acting as the 

settlement agent. Likewise, at closing BDFI wired $2,317,500.00 to the settlement 

agent. 

Through contract amendments, Polk and MCDA agreed that purchase funds 

in excess of the list price of $2.95 million would be devoted to improvements to be 

set up in escrow accounts. Amendments also established that Polk’s New Jersey 

company, 83 Griffith Street, LLC would be designated as the buyer. 

The record shows, and no party disputes, that Boyd and CWUS played a 

central role in ensuring that the Ardagh Transaction and the Flip Sale occurred.

This included among other tasks, drafting and circulating the contracts and contract

amendments for signature. Boyd served as the self-designated point person for 

many communications between the respective buyers and sellers, their agents, and

the title company. 

It is also undisputed in the record that neither Boyd nor CWUS ever 

communicated with appellees or any of their agents, were involved in appellees’

lending agreement with Polk, nor were ever provided a copy of the Sharestate/83 

Griffith lending agreement. 

After four payments 83 Griffith stopped making payments under the loan 

and Sharestates foreclosed on the property, but was unable to retrieve the money 

devoted to the improvement escrow accounts.2

CWUS is organized under the laws of Missouri and allegedly has its 

principal place of business in Chicago. Appellant Boyd lives in Indiana and 

2 Sharestates obtained title to this property by a foreclosure action in New Jersey and

secured an agreed judgment in a federal lawsuit for monies due under the mortgage loan.
5

allegedly is an independent contractor to CWUS. Boyd was a consultant to 

Ardough in the first transaction and was a consultant to MCDA in the second 

transaction.

Sharestates asserts that CWUS and Boyd committed common-law and 

statutory fraud (and fraudulent inducement), alleging the two were engaged in a 

joint venture with MCDA and that they were involved in a civil conspiracy with 

BDFI, Ehlert Law PC, and MCDA. 

The core of Sharestates’s claims depend on allegations that various 

information was misrepresented or concealed from it concerning the closing of the 

New Jersey property, including:

“[New Jersey Property] Loan AP%” and “Real [New Jersey 

Property] Purchase Price” - Sharestates alleges that its underwriting 

requirements restricted its loan on the New Jersey property to 65% of 

the acquisition price. Sharestates’s loan was based on the 

representation that the purchase price for the property was 

$5,900,000.00. Accordingly, Sharestates authorized a loan of

$3,830,000.00 (it ultimately wired $3,740,070.00). But the funds 

actually paid to the seller, MDCA, to acquire the New Jersey property

were $2,604,710.00; thus, Sharestates contends that it unknowingly

funded 100% of the purchase.

“True source of [Non-Sharestates] Cash at Closing”- Sharestates’s 

alleges that “Defendants” (including CWUS or Boyd) represented that

Polk would personally provide the cash at closing; however, the 

difference between the alleged sale price of $5,900,000.00 and 

Sharestates’ agreed contribution was provided by an additional loan 

from BDFI. 

“MDCA flip profit”- Sharestates alleges that the seller, MDCA,

received $1,492,799.75 in profits per Griffith HUD-1 Lines 603 and 

506. Sharestates alleges that the fact that MDCA made a profit for 

flipping the property was undisclosed.

“BDFI fake Improvement Escrow” and “Ehlert fake Improvement 

Escrow” - Sharestates alleges that “BDFI was the trustee of a 

Construction Trust created expressly for the purpose of remediation of 
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environmental contamination to the Griffith Property, but was in 

reality created to funnel the Lender’s funds to an undisclosed thirdparty.” Sharestates alleges that “the trustee and/or escrow agent of a 

second Construction Trust/escrow agreement ostensibly created for 

the sole purpose of remediation of environmental contamination to the 

Griffith Property, was in reality created to funnel Sharestates’sfunds

to Polk without Sharestates knowledge.”

Sharestates claims that it would not have approved the loan to Polk/83 

Griffith Street had such information been provided. 

Boyd and CWUS challenged personal jurisdiction. Appellees responded 

(asserting general and specific jurisdiction) and the parties provided the trial court 

with numerous exhibits to support their respective positions. In support of specific 

jurisdiction Sharestates alleges the following: 

• CWUS/Boyd drafted and coordinated the execution of the sales 

contract and amendments, including 

-multiple iterations and drafts, with Polk in Texas, and his 

companies Grove Enterprises, LLC and subsequently 83 

Griffith, LLC in Port Arthur again through Polk; and 

-the two “bogus” escrows to and with BDFI and Ehlert in 

Texas;

• CWUS/Boyd (including a series of unexecuted iterations and 

drafts) negotiated or ensured the execution of two fraudulent 

escrow agreements via sales contract amendments with at least 

six Texans to benefit five Texans totaling $2,950,000;

• CWUS/Boyd drafted, negotiated or ensured a material false sales 

price inflated by $2,950,000 in the sales contract with the straw 

“buyer” Texan Polk;

• CWUS/Boyd participated in dozens of communications to and 

with Texans while they were located in Texas to further the 

fraudulent transaction;

• CWUS/Boyd located Texan straw buyer Texan Polk and his 

related entities;

• CWUS/Boyd ensured the Texas straw purchaser executed and 
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exchanged the bogus contract and fraudulent amendments;

• CWUS/Boyd advertised in Texas for straw buyer;

• CWUS/Boyd orchestrated and ingratiated Boyd/CWUS as the 

central hub of all communications, drafts and execution of the 

contracts, contract amendments, and related fake escrow

agreements between people and entities located in Texas (Polk,

Grove Enterprises, LLC, Paul Simon, Esq., BDFI, and Jetall 

Companies). Boyd and Katie Blastick were both employed by 

CWUS and enabled the mortgage fraud scheme involving at least 

(10) Texans and/or entities. CWUS/Boyd transmitted these 

documents into Texas to Ehlert, Paul Simon, BDFI, Jetall 

Companies, Polk, Grove Enterprises and 83 Griffith, LLC;

• CWUS/Boyd caused the setup of the fraudulent escrows to occur 

in Texas by Texas Capital & Title and Texan Kellie Owens, and 

execution of Texan BDFI’s hidden second mortgage which was 

executed in Texas, notarized by a Texas Notary. As a result,

-CWUS/Boyd diverted $2,520,000 of Sharestates’s funds into 

Texas for the benefit of BDFI;

-CWUS/Boyd diverted $430,000 of Sharestates’s funds into 

Texas for the benefit of Polk/Ehlert;

-CWUS/Boyd diverted $76,600 of Sharestates’s funds into 

Texas for the benefit of H-Capital Real Estate;

• CWUS/Boyd used BDFI’s Texas funds of $2,317,500 to trick 

Sharestates into funding a $3,830,000 loan by falsely identifying 

these funds, which were located in Texas, as belonging to Polk; 

and

• CWUS/Boyd manipulated and directed the 83 Griffith HUD-1 

Settlement Statement to contain material false information 

enabling the fake escrow funds to move into Texas.

In support of general jurisdiction, Sharestates alleges that fictions between 

parent and subsidiaries should be ignored based on CWI’s Chief Operations 

Officer’s testimony that he regularly made decisions for “multiple entities”, and 

further alleges:

• CWUS’s affiliations with Texas are so ‘continuous and 
8

systematic’ as to render them essentially CWUS are “at home in 

Texas;”

• CWI handled funds owed not only to CWUS, but most if not all 

CWI-related legal entities from virtually all transactions across 

the country, including, upon information and belief, all Texas 

closings. These acts included receiving funds from Texas and 

disbursing funds into Texas;

• CWUS’s Chief Operations Officer lives in Texas, has his office

in Texas, and performs his duties for CWI primarily in his Texas 

office;

• CWI website states that Lou Cushman joined “Cushman and 

Wakefield, Inc. (C&W) in 1976 . . . [and] relocated from New 

York . . . to open and head up C&W’s new office in Houston;”

and

• CWI’s acquisitions of brokerage firms in Texas after the lawsuit 

filed “to take a virtual stranglehold on Commercial Real Estate 

Brokerage in Texas.”

Cushman & Wakefield, Inc. (“CWI”) and CWUS filed a Joint Verified 

Amended Special Appearance which included the affidavit of Kathy Williams, 

operations director for the Western Region of CWUS, clarifying the relationships 

between the various Cushman & Wakefield entities. Williams explained that 

CWI—a company that provides real estate services to its clients in the New York

tri-state area, including valuation and brokerage services—was organized under the 

laws of the State of New York, maintained its principal place of business in New 

York and was the parent company of Cushman & Wakefield Global, Inc., a 

Delaware corporation with its principal place of business in Chicago, Illinois. She 

explained Cushman & Wakefield Global, Inc. is the parent of CWUS. She further 

explained that Cushman & Wakefield of Texas, Inc. ("CW Texas") is an entity 

separate and apart from CWI and CWUS; CW Texas is a wholly-owned subsidiary 

of CWI and an affiliate of CWUS. Williams provided that there was a clear legal 

and formal differentiation among the various Cushman entities and, specifically, 
9

between CWI and CWUS, and that it was not uncommon for an executive at CW

Texas, to provide professional services for others in the group of companies, such 

as CWI or CWUS. She explained that performing services and serving as an 

officer for multiple Cushman family companies, including CWUS, while working 

as an employee for CW Texas, did not render Richard Cenkus an employee of any 

of the companies for whom he performed such services.

Following the evidentiary hearing, the trial court denied Boyd’s and 

CWUS’s special appearances. Findings of fact and conclusions of law were 

requested but not issued. Boyd and CWUS timely filed this appeal. 

II.ISSUES AND ANALYSIS

A. Issues Presented

On appeal, Boyd and CWUS raise two questions: whether the trial court 

erred in denying CWUS’s special appearance and whether the trial court erred in 

denying Boyd’s special appearance. We consider subordinate questions necessary

for our disposition. 

B. Standard of Review

We review de novo a trial court’s denial of a special appearance. M & F 

Worldwide Corp. v. Pepsi-Cola Metro. Bottling Co., 512 S.W.3d 878, 885 (Tex. 

2017). When, as in today’s case, the trial court does not issue findings of fact and 

conclusions of law, we imply all relevant facts necessary to support the trial court’s 

ruling that are supported by evidence. Luciano v. SprayFoamPolymers.com, LLC, 

625 S.W.3d 1, 8 (Tex. 2021); Cont’l Alloys & Services (Delaware) LLC v. 

YangZhou Chengde Steel Pipe Co., Ltd., 597 S.W.3d 884, 891 (Tex. App.—

Houston [14th Dist.] 2020, pet. denied).
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C. Law Governing Personal Jurisdiction

The Texas long-arm statute authorizes Texas courts to exercise jurisdiction 

over a nonresident defendant who “does business” in the state. Tex. Civ. Prac. & 

Rem. Code § 17.042. The Supreme Court of Texas has interpreted the broad 

language of the Texas long-arm statute to extend Texas court’s personal 

jurisdiction “as far as the federal constitutional requirements of due process will 

permit.” M & F Worldwide, 512 S.W.3d at 885. A plaintiff bears the initial burden 

of pleading allegations sufficient to bring a nonresident defendant within the scope 

of the long-arm statute. BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 

789, 794–95 (Tex. 2002). A defendant challenging a Texas court’s personal 

jurisdiction must negate all jurisdictional bases alleged. Id.

A trial court may constitutionally exercise personal jurisdiction over a party 

when (1) the nonresident defendant has minimum contacts with the forum state and 

(2) the assertion of jurisdiction complies with traditional notions of fair play and 

substantial justice. Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945); Peters 

v. Top Gun Exec. Grp., 396 S.W.3d 57, 62 (Tex. App.—Houston [14th Dist.] 2013, 

no pet.). 

1. Minimum Contacts

Minimum contacts are sufficient for personal jurisdiction when the 

nonresident defendant purposefully avails itself of the privilege of conducting 

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

laws. M & F Worldwide, 512 S.W.3d at 886. “The defendant’s activities, whether 

they consist of direct acts within Texas or conduct outside Texas, must justify a 

conclusion that the defendant could reasonably anticipate being called into a Texas 

court.” Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801, 806 (Tex. 

2002) (citing World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 
11

(1980)). A nonresident defendant’s contacts with a forum state can give rise to 

either general or specific jurisdiction. Id. 

a. General Jurisdiction

A company is subject to general jurisdiction in the state of its principal place 

of business. Ascentium Capital LLC v. Hi-Tech the Sch. of Cosmetology Corp., 

558 S.W.3d 824, 829 (Tex. App.—Houston [14th Dist.] 2018, no pet.). General 

jurisdiction also arises when a defendant’s contacts with the forum state “are so

‘continuous and systematic’ as to render [it] essentially at home in the forum 

State.” M & F Worldwide, 512 S.W.3d at 885 (quoting Goodyear Dunlop Tires 

Operations, SA v. Brown, 564 U.S. 915, 919 (2011)); see also Daimler AG v. 

Bauman, 571 U.S. 117, 138 (2014). General jurisdiction concerns a court’s ability 

to exercise jurisdiction over a nonresident defendant as to any claim, including 

claims unrelated to the defendant’s contacts with the forum. Id. The test for general 

jurisdiction requires substantial activities within the forum and is a “high bar,”

3

presenting a more demanding minimum contacts analysis than for specific 

jurisdiction. TV Azteca v. Ruiz, 490 S.W.3d 29, 37 (Tex. 2016). Even when a 

defendant’s contacts may be continuous and systematic, they are insufficient to 

confer general jurisdiction if they fail to rise to the level of rendering a defendant 

“essentially at home in the forum [s]tate.” Old Republic Nat’l Title Ins. Co. v. Bell, 

549 S.W.3d 550, 565 (Tex. 2018).

b. Specific Jurisdiction

Specific jurisdiction through minimum contacts with the forum state is 

established when the defendant (1) purposefully avails itself of the privilege of 

conducting activities in the forum state, and (2) the lawsuit arises or relates to the 

defendant’s contacts with the forum. Luciano, 625 S.W.3d at 8–9. “Although not 

3

Searcy v. Parex Resources, Inc., 496 S.W.3d 58, 72 (Tex. 2016).
12

determinative, foreseeability is an important consideration in deciding whether the 

nonresident defendant has purposefully established “minimum contacts” with the 

forum state.” BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 795 

(Tex. 2002).

Three principles govern the purposeful-availment analysis: (1) only the 

defendant’s contacts with the forum are relevant, not the unilateral activity of 

another party or third person; (2) the defendant’s acts must be purposeful and not 

random, isolated, or attenuated; and (3) the defendant must seek some benefit, 

advantage, or profit by availing itself of the jurisdiction such that it impliedly 

consents to suit there. Retamco Operating, Inc. v. Republic Drilling Co., 278 

S.W.3d 333, 338 (Tex. 2009). The defendant’s activities, whether they consist of 

direct acts within Texas or conduct outside Texas, must justify a conclusion that 

the defendant could reasonably anticipate being called into a Texas court. Id.

2. Fair Play & Substantial Justice

“Once minimum contacts have been established, we must still consider 

whether, for other reasons, exercising jurisdiction over the nonresident defendant 

would nevertheless run afoul of ‘traditional notions of fair play and substantial 

justice.’ Luciano, 625 S.W.3d at 18 (quoting Int’l Shoe, 326 U.S. at 316; TV 

Azteca, 490 S.W.3d at 55). “Only in rare cases, however, 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 state.”

Id. (quoting Spir Star AG v. Kimich, 310 S.W.3d 868, 878 (Tex. 2010); TV Azteca, 

490 S.W.3d at 55.

We consider the nonresident defendant’s contacts in light of (1) the burden 

on the defendant; (2) the interests of the forum state in adjudicating the dispute; (3) 

the plaintiff’s interest in obtaining convenient and effective relief; (4) the interstate 
13

judicial system’s interest in obtaining the most efficient resolution of 

controversies; and (5) the shared interest of several states in furthering fundamental 

substantive social policies.

D. Analysis

Because the trial court did not issue findings and conclusions, we imply all 

findings in favor of its positive jurisdictional findings. 

Because Sharestates failed to allege any facts in support of establishing that 

Boyd is subject to general jurisdiction in Texas, we briefly address general 

jurisdiction as to Boyd. “For an individual, the paradigm forum for the exercise of

general jurisdiction is the individual’s domicile.” Goodyear Dunlop Tires 

Operations, S.A. v. Brown, 564 U.S. 915, 924 (2011); accord Chow v. San Pedro, 

No. 14-18-00429-CV, 2019 WL 4021908, at *4 (Tex. App.—Houston [14th Dist.] 

Aug. 27, 2019, pet. denied) (mem. op.). The evidence was that Boyd is a lifelong 

citizen and resident of Indiana. Because there is no evidence that Boyd holds a 

license in Texas or ever even traveled to Texas for any purpose in connection with 

the MCDA Transaction, and instead the only evidence is that he is a lifelong 

citizen and resident of Indiana who works in Indiana under an Indiana license, 

Boyd’s domicile is not Texas and he is not subject to general jurisdiction in Texas.

Fisher v. First Chapel Dev. LLC, No. 14-19-00111-CV, 2021 WL 2154108, at *4 

(Tex. App.—Houston [14th Dist.] May 27, 2021, no pet.) (explaining under Texas 

law, a “domicile” is (1) an actual residence that is (2) intended to be a permanent 

home). We conclude that to the extent that the trial court concluded Boyd was 

subject to personal jurisdiction based on a theory of general jurisdiction, the trial 

court erred. 

1. Did the trial court err by its implicit holding that CWUS’s contacts with 

Texas were sufficient minimum contacts under a theory of general
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jurisdiction?

In response to Sharestates’ allegations in support of general jurisdiction, 

CWUS submitted evidence including affidavits and deposition testimony 

establishing that

• CWUS was a Missouri corporation with its principal place of 

business in Chicago, Illinois at all relevant times;

• 611 of CWUS’s 11,683 employees are based in Texas; 

conversely, 95% percent of CWUS’s employees—11,072 

people—are based outside of Texas;

• CWUS’s does not own a Texas bank account;

• There is no evidence that CWUS owns any real property in 

Texas;

• Richard Cenkus, the employee of CW Texas and Chief Operating 

Officer of CW, Inc. testified that he lives and has a home office in 

Dallas and that he regularly made high level decisions for all 

Cushman entities, also testified that he worked from Texas only a 

couple of days per week and thus performed most of his work 

outside of Texas;

• Cenkus testified that he traveled “every week, multiple times a 

week, to multiple offices;” and

• At the time the lawsuit was filed, two of CWUS’s officers—

Cenkus and Armour Hollman, II—lived in Texas. 

A company’s principal place of business, often referred to as a company’s 

“nerve center,” is the place where the company’s officers “direct, control, and 

coordinate” the company’s activities. Hertz Corp. v. Friend, 559 U.S. 77, 92–93, 

130 S.Ct. 1181, 175 L.Ed.2d 1029 (2010); Ascentium Capital LLC v. Hi-Tech the 

Sch. of Cosmetology Corp., 558 S.W.3d 824, 829 (Tex. App.—Houston [14th 

Dist.] 2018, no pet.). The company’s nerve center normally is its headquarters,

unless that is not the actual center of direction, control and coordination. Hertz, 

559 U.S. at 93, 130 S.Ct. 1181. 
15

Sharestates presented some testimony suggesting that some important

CWUS’s decisions were made by Cushman & Wakefield, Inc.’s chief operating 

officer in Texas and that Cushman & Wakefield, Inc. or its Texas affiliate (not 

CWUS) maintained a home office in Texas. However, Sharestates did not present 

any substantial evidence to contradict the assertion that CWUS’s principal place of 

business remains in Illinois, i.e., not Texas. We thus consider whether 

Sharestates’s proof elevates it to an exceptional case, such that CWUS had

“continuous and systematic contacts” of an extent and nature that render CWUS 

“essentially at home” in Texas.

Two cases that Sharestates relies upon to support its contention that this is 

such an exceptional case and general jurisdiction is proper over CWUS, Perkins v. 

Benguet Consol. Mining Co.4and Devon Energy Corp. v. Moreno,

5 help illustrate 

the problem with its contention. In Perkins, the court determined the facts of the 

corporate defendant’s residence were “exceptional” because of the company’s 

displacement was caused by World War II, the foreign corporation’s principal 

place of business was Ohio, not the Philippines, and because the evidence showed 

that the president of the corporation was exclusively located in Ohio, and he 

discharged all executive duties in running the company during the war in the Ohio

office. Perkins, 342 U.S. at 447. But CWUS connection to Texas is, by 

comparison, unlike the relocated mining company’s connection to Ohio. The only 

evidence concerning CWUS’s principal place of business was that it was in Illinois

not in Texas, and there was no evidence adduced that CWUS was ever

headquartered or exclusively located in Texas. No evidence shows that CWUS 

was run from Texas or that CWUS solicits business from such office. Moreover,

4 Perkins v. Benguet Consol. Mining Co., 342 U.S. 437, 447, 72 S. Ct. 413, 419 (1952).

5 Devon Energy Corp. v. Moreno, No. 01-21-00084-CV, 2022 WL 547641, at *8 (Tex. App.—

Houston [1st Dist.] Feb. 24, 2022)
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even if the trial court were to, as Sharestates’s argument suggests, credit Cenkus’s 

self-proclaimed decision-making power to be so singular and essential to CWUS as 

the president of the mining company in Perkins, Cenkus’s regular travel schedule 

and limited in-state presence does not lend to the conclusion that these corporate

decisions are being made in Texas; Texas cannot reasonably be found to be a 

harbor to CWUS’s “nerve center”. 

Sharestates also refers to our sister court’s recent Moreno decision to 

contend that a “permanent general office” from which the company “solicits 

business in Texas” supports a finding of general jurisdiction. Devon Energy Corp. 

v. Moreno, 2022 WL 547641, at *8. Although some testimony established that 

Cushman & Wakefield, Inc., the related entity which the trial court dismissed for 

lack of personal jurisdiction, maintained an office in Dallas where Cenkus would 

work one or two days of the week, the record does not contain evidence that

CWUS had a “permanent general office” in Texas. 

Even if the “home office” in Dallas described in the record was attributed to 

CWUS, the record contains too little evidence about the type and nature of the

office and CWUS’s other offices by comparison to justify a general-jurisdiction 

finding on the basis of a “permanent general office”. See id. (finding no general 

jurisdiction despite significant business presence and activity in Texas and office in 

Texas where there was “no evidence of the type and nature of the offices 

maintained”). The Court must appraise CWUS’s “activities in their entirety.” See 

BNSF Ry. Co. v. Tyrrell, 581 U.S. 402, 414, 137 S. Ct. 1549, 1559, 198 L. Ed. 2d 

36 (2017).

Under the applicable standard of review, we conclude that the evidence is 

legally insufficient to support an implied finding that (1) Texas is CWUS’s 

principal place of business, or (2) CWUS’s contacts are so continuous and 
17

systematic as to render CWUS “essentially at home” in Texas. See BNSF Ry. Co. 

v. Tyrrell, 581 U.S. 402, 414, 137 S. Ct. 1549, 1559, 198 L. Ed. 2d 36 (2017); 

Yahsi v. Visor Muhendislik Insaat Turizm Gida Ve Mekanik Taahhut Ticaret Ltd. 

Sirketi, 651 S.W.3d 79, 95 (Tex. App.—Houston [14th Dist.] 2021, no pet.).

2. Did the trial court err by its implicit holding that Boyd’s and CWUS’s

contacts with Texas were sufficient minimum contacts under a theory of 

specific jurisdiction?

In response to Sharestates’ allegations in support of specific jurisdiction, 

CWUS and Boyd submitted evidence including affidavits and deposition testimony

establishing that

• CWUS entered a Consulting Agreement with MCDA to consult 

with MCDA for the purpose of selling the New Jersey Property;

• Boyd’s interaction with Polk was prompted when Polk made an 

inquiry through Loopnet about the property;

• Boyd did not market, advertise or sell services to Polk, Grove 

Enterprises, LLC or 83 Griffith, LLC in Texas;

• Neither Boyd nor CWUS sought to sell the property or to be

compensated for the sale based on any sale price beyond the price 

publicly listed, $2,950,000;

• Boyd was not a party to Polk/83 Griffth’s agreements or funding 

arrangements with BDFI or Sharestates;

• Boyd did not establish any escrow. Rather he offered 

uncontroverted testimony that in drafting documents at Polk’s 

direction, Boyd and CWUS merely drafted amendments to the 

purchase agreement that identified BDFI and Elhert as holders of 

the escrow accounts;

• Boyd did not perform any service for Polk, 83 Griffith, LLC, 

Ehlert Law, PC, BDFI, LLC or Jetall Companies; 

• Boyd was not a party and never saw the Ehlert escrow agreement;

and

• Boyd offered uncontroverted testimony refuting any contact with 
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H-Capital Real Estate.

The uncontradicted proof provided by Boyd and CWUS negated a 

substantial portion of allegations Sharestates relied on in support of its specific 

jurisdiction theory. Significantly, Boyd’s testimony clarifies and disproves

allegations about his role with respect to the escrow accounts. Sharestates

provided no evidence supporting the contention that CWUS or Boyd had any role 

in the mortgage application process or collected any fee related to the mortgage 

loan.

Additionally, many of the contacts alleged by Sharestates (and in some

instances supported by evidence) are legally insignificant. The unilateral conduct

by parties, like Polk, BDFI, and Ehlert, whom Sharestates contends that Boyd and 

CWUS conspired with to defraud Sharestates, are not material to this jurisdictional 

analysis. Guardian Royal Exch. Assurance, Ltd. v. English China Clays, Pub. Ltd. 

Co., 815 S.W.2d 223, 227 (Tex. 1991) (“the contact must have resulted from the 

nonresident defendant’s purposeful conduct and not the unilateral activity of the 

plaintiff or others”). Specifically, CWUS and Boyd had no involvement in any 

post-closing transactions or events regarding the other parties’ escrows by which 

Sharestates asserts the mortgage fraud was accomplished. Relatedly, the fact that 

Boyd and CWUS are alleged to have conspired with such parties is also irrelevant

to determine jurisdiction. Nat’l Indus. Sand Ass’n v. Gibson, 897 S.W.2d 769, 773 

(Tex. 1995) (the mere existence or allegation of a conspiracy directed at Texas is 

not sufficient to confer jurisdiction).

Specific jurisdiction could possibly be supported by the following 

undisputed conduct: 

• CWUS/Boyd advertised the New Jersey Property on Loopnet, a 

national advertising website, and Polk made an inquiry through 

Loopnet about the property;
19

• CWUS/Boyd, as MCDA’s real estate consultants, played a

central role processing the paperwork of the transaction and 

communicating with parties to accomplish that end. Boyd 

facilitated the purchase and sale of the New Jersey Property 

between MCDA and 83 Griffith, LLC and Boyd communicated

with Polk and other Texans in the course of representing MCDA

in connection with 83 Griffith, LLC’s purchase of the New Jersey 

Property from MCDA. Boyd and CWUS directed the contract 

and amendments to Polk, whom we presume, without deciding,

was located in Texas. 

We consider the quality and nature of these acts to determine if they are

sufficiently purposeful. 

The Loopnet posting was not targeted specifically towards potentially 

interested Texans; it targeted potentially interested people everywhere. Though

they ran their advertising campaign through a third party, we presume for the sake 

of argument that Boyd and CWUS ran the website listing page as their own, and as 

occurred here, that the website permitted Polk, a Texas resident, a means of 

reaching out and contacting Boyd and CWUS directly. Even under this 

presumption, this functionality is not so “interactive” to deem the use of the 

website sufficient to establish purposeful contacts. All Star Enter., Inc. v. 

Buchanan, 298 S.W.3d 404, 427 (Tex. App.—Houston [14th Dist.] 2009, no 

pet.)(finding interactive website soliciting online applications for jobs in Utah and 

Colorado submitted online to anyone viewing for employment too passive to 

support jurisdiction). Sharestates presented no evidence that Texas residents are 

targeted on the website; to the contrary, the site is accessible by “[a]nybody in the 

world.” All Star Enter., Inc. v. Buchanan, 298 S.W.3d 404, 427 (Tex. App.—

Houston [14th Dist.] 2009, no pet.); see also Wilkerson v. RSL Funding, L.L.C., 

388 S.W.3d 668, 681 (Tex. App.—Houston [1st Dist.] 2011, pet. denied) (holding 

that the unilateral activities of internet users who might use the search functions of 
20

Yahoo! and Yelp to find business information in a particular geographic location 

cannot be the basis for exercising jurisdiction). The listing and use of Loopnet’s

website to promote the New Jersey property to a nationwide audience does not 

demonstrate purposeful contacts with Texas. 

We next consider Boyd’s role in facilitating the sale of the property. Neither

Boyd nor any CWUS representative ever visited Texas in connection with the New 

Jersey Property sale. Boyd met with Polk once in New Jersey regarding the 

transaction. The only clear evidence of Boyd’s communication with Texas are 

emails to Polk, a contract amendment drafted by Boyd or others at CWUS 

containing a “Buyer’s” signature block for a Polk’s Texas-based company, and 

Boyd’s own testimony about telephone calls he had with Polk. Even presuming 

that Boyd was aware that each of his emails with Polk were received by Polk in 

Texas, and that each time Boyd was on the phone with Polk, that Polk was on the 

other end of the line in Texas,

6

these contacts with Texas were fortuitous and not 

purposeful. Alenia Spazio, S.p.A. v. Reid, 130 S.W.3d 201, 213 (Tex. App.—

Houston [14th Dist.] 2003, pet. denied) (holding that “numerous telephone and

facsimile communications with people in Texas relating to an alleged contract do 

not establish minimum contacts”); Old Republic Nat’l Title Ins. Co. v. Bell, 549 

S.W.3d 550, 560 (Tex. 2018)(“On their own, numerous telephone communications 

with people in Texas do not establish minimum contacts, and we have noted that 

changes in technology may render reliance on phone calls obsolete as proof of 

purposeful availment.”). 

6 Although Boyd had discussions with Polk and other Texas residents and although there was

sufficient information for the trial court conclude that Boyd knew or should have known he was 

communicating with Texas residents and with entities located in Texas, the record did not clearly 

illustrate that Boyd knew or should have known that his communications with Texans were 

received in Texas. 
21

We have previously found Texas-directed purposeful availment lacking

based on evidence of multiple communications made in furtherance of an out-ofstate real estate transaction that ultimately does not involve any Texas party. See

Bryan v. Gordon, 384 S.W.3d 908 (Tex. App.—Houston [14th Dist.] 2012, no 

pet.)(holding nonresident real estate agents did not target Texas and the 

relationship between the parties and their communications concerned a one-time 

Oregon real estate transaction that had no connection to Texas other than the fact 

that mortgagor happened to reside in Texas and was located there when she 

received and signed the contract); see also Peredo v. M. Holland Co., 310 S.W.3d 

468, 474–75 (Tex. App.—Houston [14th Dist.] 2010, no pet.)(holding –despite a 

record of numerous communications with Texans by the defendant–that contacts 

with Texas were not purposeful where none of the contracting parties were from 

Texas in case where nonresident was sued on allegations of misrepresentations 

about past and future payments to be made by a Mexican company that he 

previously owned to secure contracts and continue business). Today’s case is not 

materially different from these cases, which both illustrate that an out-of-state 

defendant’s incidental contacts and communications with Texans made in the 

course of carrying out or facilitating an out-of-state contract does not equate to

minimum contacts. Neither Boyd nor any CWUS’s contacts or communications 

with Texans in this case amounted to any more than an incidental component of 

the work and transaction centered elsewhere, in New Jersey. 

Under the applicable standard of review, we conclude that the evidence is 

legally insufficient to support an implied finding that any of the relevant contacts

between Boyd or CWUS with Texas or Texas entities was adequately purposeful.

7

7 Because we conclude that purposeful availment requirement was not established, we

need not consider the “relatedness” component of the specific jurisdiction analysis or the fair 

play and substantial justice component of the minimum contacts analysis.
22

To the extent the trial court concluded it could properly exercise personal 

jurisdiction over Boyd or CWUS based on specific jurisdiction, the trial court 

erred.

III. CONCLUSION

Because the trial court erred in denying Boyd and CWUS’s special 

appearance, we sustain their respective issues, reverse the trial court's order, and 

remand with instructions to the trial court to dismiss the claims against Boyd and 

CWUS for lack of personal jurisdiction.

/s/ Randy Wilson

Justice

Panel consists of Chief Justice Christopher, Justice Bourliot and Justice Wilson.