IN THE SUPREME COURT OF TEXAS

444444444444

NO. 11-0195

444444444444

MONCRIEF OIL INTERNATIONAL INC., PETITIONER,

v.

OAO GAZPROM, GAZPROM EXPORT, LLC, AND GAZPROM MARKETING &

TRADING, LTD., RESPONDENTS

4444444444444444444444444444444444444444444444444444

ON PETITION FOR REVIEW FROM THE

COURT OF APPEALS FOR THE SECOND DISTRICT OF TEXAS

4444444444444444444444444444444444444444444444444444

Argued February 6, 2012

JUSTICE GUZMAN delivered the opinion of the Court.

CHIEF JUSTICE JEFFERSON did not participate in the decision.

We have observed that the business contacts needed for specific personal jurisdiction over

a nonresident defendant “are generally a matter of physical fact, while tort liability (especially

misrepresentation cases) turns on what the parties thought, said, or intended. Far better that judges

should limit their jurisdictional decisions to the former rather than involving themselves in trying

the latter.” Here, nonresident defendants allegedlycommitted the tort of misappropriating purported

1

trade secrets from a Texas company concerning a proposed Texas venture during two meetings in

Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 791 (Tex. 2005). 1
Texas. The defendants claim their intent in attending the meetings was to discuss an unrelated

matter and that they informed the plaintiff of that intent at the meetings. But what the parties

thought, said, or intended is generally irrelevant to their jurisdictional contacts. Regardless of the

defendants’ subjective intent, their Texas contacts are sufficient to confer specific jurisdiction over

the defendants as to the trade secrets claim.

The nonresident defendants also face claims of tortious interference with the Texas

corporation’s relationship with a California corporation. But the tortious interference claims either

arise from a meeting in California (which cannot support jurisdiction in Texas) or the formation of

a competing enterprise in Texas by an entity not subject to jurisdiction in this proceeding. The trial

court granted the special appearance, which the court of appeals affirmed. Because we hold there

is jurisdiction over the trade secrets claim, but not over the tortious interference claims, we reverse

in part and affirm in part the court of appeals’ judgment and remand to the trial court for further

proceedings.

I. Background

Moncrief Oil International, Inc. (Moncrief) is a Texas-based company that entered into a

series of contracts in 1997 and 1998 with two subsidiaries of OAO Gazprom (Gazprom) regarding

development of a Russian gas field known as the Y-R Field. Moncrief Oil Int’l Inc. v. OAO

Gazprom, 481 F.3d 309, 310 (5th Cir. 2007). Gazprom, a Russian company, is among the world’s

largest producers of natural gas. After assuring Moncrief it would honor the contractual obligations

of its subsidiaries, Gazprom later contracted with German entities to develop the Y-R Field. 

Moncrief, 481 F.3d at 311. 

2
In the fall of 2003, Gazprom announced its intention to sell liquified natural gas to the United

States and contacted oil companies in the American market. When Moncrief asked Gazprom to

recognize its claimed interest or sell it an interest in the Y-R Field, Gazprom replied that it was

interested only in trading its resources for access to the American downstream market. Along those

lines, Moncrief had developed alleged trade secret information regarding a proposed joint venture

with California-based Occidental Petroleum Corporation to import liquified natural gas to a

regasification facility to be built in Ingleside, Texas. 

Moncrief and Gazprom engaged in a series of communications (including phone calls,

emails, and in-person meetings) to discuss Moncrief’s rights in the Y-R Field and the establishment

of a consortium with Moncrief, Occidental, and Gazprom to import liquified natural gas to Texas. 

Gazprom Export, LLC (Gazprom Export)—the Gazprom subsidiary that exports natural gas to

countries outside the former Soviet Union—also took part in the discussions.

These discussions began with a meeting in Moscow in September 2004, where Moncrief

proposed that: (1) Gazprom would grant Moncrief an interest in the Y-R Field; (2) Moncrief would

grant Gazprom an interest in the proposed Texas regasification facility; and (3) Moncrief would

grant Occidental a share of its interest in the Y-R Field. At the meeting, Moncrief provided

Gazprom alleged trade secrets concerning the Texas facility and marketing plan. Later that month,

Moncrief and Gazprom met in Washington, D.C., where Moncrief again provided Gazprom the

alleged trade secrets. The parties then exchanged a series of emails and phone calls regarding the

proposal.

3
In February 2005, Gazprom informed Moncrief it would not accept Moncrief’s proposal. In

June 2005, Moncrief sued Gazprom and the two subsidiaries it dealt with regarding the Y-R Field

in federal court in Texas over its interest in the Y-R Field. Moncrief, 481 F.3d at 311. Ultimately,

the Fifth Circuit Court of Appeals affirmed the dismissal of Gazprom due to lack of personal

jurisdiction but noted that “even without other contacts, jurisdiction would exist if Gazprom

committed a tort while in the state.” Id. at 314–15.

In late 2005, the parties resumed in-person discussions, with meetings in Houston, Boston,

and Fort Worth, where Moncrief provided updated versions of the alleged trade secrets to Gazprom.

Gazprom representatives later met directly with Occidental representatives in California, and

Occidental terminated the proposed venture with Moncrief after Gazprom refused to participate in

the venture. A subsidiaryof Gazprom Export (Gazprom Marketing & Trading, Ltd.)then established

Gazprom Marketing & Trading USA, Inc. (GMT USA) in Houston to import Gazprom’s liquified

natural gas, regasify it, and sell it in the Unites States.

Moncrief sued Gazprom, Gazprom Export, and GMT USA in state court for tortious

interference, trade-secret misappropriation, conspiracy to tortiously interfere, and conspiracy to

misappropriate trade secrets. Gazprom and Gazprom Export (collectivelythe Gazprom Defendants)

specially appeared, asserting that their contacts with Texas were random, not purposeful, and that

Moncrief unilaterally disclosed the trade secrets. After a special appearance hearing with no live

testimony, the trial court granted the Gazprom Defendants’ special appearances. Findings of fact

and conclusions of law were not requested or filed.

4
The court of appeals affirmed, holding that legallyand factuallysufficient evidence supported

an implied finding that the location of the two Texas meetings was “merely random or fortuitous”

as to Moncrief’s trade secrets claim. 332 S.W.3d 1, 19–20. As to the tortious interference claims,

the court held that the record conclusively established that any alleged tortious interference that

might have occurred took place in California. Id. at 13–14. The court of appeals further held that

the trial court did not abuse its discretion in refusing to allow Moncrief additional depositions. Id.

2

at 22–23.3

II. Discussion

A. Standard of Review

Texas courts mayexercise personal jurisdiction over a nonresident if “(1)the Texas long-arm

statute authorizes the exercise of jurisdiction, and (2) the exercise of jurisdiction is consistent with

federal and state constitutional due-process guarantees.” Moki Mac River Expeditions v. Drugg, 221

S.W.3d 569, 574 (Tex. 2007). Underthe Texas long-arm statute, the plaintiff bears the initial burden

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

Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009). The long-arm statute allows the exercise of personal

Moncrief also sued Gazprom Marketing & Trading, Ltd. and Gazprom Bank. Gazprom 2

Bank was allegedly part of Gazprom’s meetingwith Occidental in California. The trial court granted

its special appearance, and the court of appeals granted Moncrief’s motion to dismiss Gazprom

Bank. 332 S.W.3d at 5, n.1. Further, the court of appeals held that there was no jurisdiction over

Gazprom Marketing & Trading, Ltd.—which Moncrief does not complain of here. Id. at 20–22.

The Texas Civil Justice League, the Texas Oil & Gas Association, the Texas Association 3

of Manufacturers, the Association of Electric Companies of Texas, and the Texas Association of

Business collectively submitted an amicus curiae brief in support of Moncrief.

5
jurisdiction over a nonresident defendant who “commits a tort in whole or in part in this state.” TEX.

CIV. PRAC. & REM. CODE § 17.042(2). Although allegations that a tort was committed in Texas

satisfy our long-arm statute, such allegations do not necessarily satisfy the U.S. Constitution. 

Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 788 (Tex. 2005). Here, Moncrief

pled that the Gazprom Defendants committed torts in Texas bymisappropriatingMoncrief’s alleged

trade secrets at Texas meetings. Thus, Moncrief has met its initial burden of alleging a cause of

action sufficient to confer jurisdiction under the long-arm statute. See TEX. CIV. PRAC. & REM.

CODE § 17.042(2).

When the initial burden is met, the burden shifts to the defendant to negate all potential bases

for personal jurisdiction the plaintiff pled. Retamco, 278 S.W.3d at 337. As Moncrief’s sole

allegation as to personal jurisdiction is that the Gazprom Defendants committed torts in Texas, the

Gazprom Defendants must negate that basis. In response, the Gazprom Defendants argue that

exercising jurisdiction over them would violate due process. Asserting personal jurisdiction

comports with due process when (1) the nonresident defendant hasminimum contacts with the forum

state, and (2) asserting jurisdiction complies with traditional notions of fair play and substantial

justice. Id. at 338. A defendant establishes minimum contacts with a forum when it “purposefully

avails itself of the privilege of conducting activities within the forum state, thus invoking the benefits

and protections of its laws.” Id. (quoting Hanson v. Denckla, 357 U.S. 235, 253 (1958)).

A nonresident’s contacts can give rise to general or specific personal jurisdiction. Id. 

Continuous and systematic contacts with a state give rise to general jurisdiction, while specific

jurisdiction exists when the cause of action arises from or is related to purposeful activities in the

6
state. Id. Here, Moncrief’s asserted basis is specific jurisdiction, which focuses on the relationship

between the defendant, Texas, and the litigation to determine whether the claim arises from the

Texas contacts. See id.

When, as here, the trial court does not issue findings of fact and conclusions of law, we imply

all relevant facts necessary to support the judgment that are supported by evidence. Id. at 337 4

(quotingBMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 795 (Tex. 2002)). The ultimate

question of whether a court has personal jurisdiction over a nonresident defendant is a question of

law we review de novo. Moki Mac, 221 S.W.3d at 574. 

As an initial matter, specific jurisdiction requires us to analyze jurisdictional contacts on a

claim-by-claim basis. See, e.g., Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 660 (Tex.

2010) (separately analyzing jurisdictional contacts for fraud and trust fund claims to determine

specific jurisdiction). The Fifth Circuit has expressly held that a “plaintiff bringing multiple claims

that arise out of different forum contacts of the defendant must establish specific jurisdiction for each

claim.” Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 275 (5th Cir. 2006). As the Court

explained, 

Moncrief’s briefing asserts that an appellate court should review a trial court’s implied 4

findings on a special appearance de novo when there is no live testimony. But we need not address

this issue because the relevant facts are undisputed. As to the trade secrets claim, the Gazprom

Defendants’ contacts with Texas are sufficient to support specific jurisdiction under our existing

framework for reviewing special appearance rulings. See infra Part II.B. And as to the tortious

interference claims, we agree with the courts below that the claims do not arise from or relate to

Texas contacts—a question of law unaffected by the operation of implied findings of relevant fact

necessary to support the special appearance ruling. See infra Part II.C; see also Moki Mac, 221

S.W.3d at 588–89.

7
This result flows logically from the distinction between general and specific

jurisdiction and is confirmed by the decisions of our sister circuits. If a defendant

does not have enough contacts to justify the exercise of general jurisdiction, the Due

Process Clause prohibits the exercise of jurisdiction over any claim that does not

arise out of or result from the defendant’s forum contacts.

Id. at 274–75. Of course, a court need not assess contacts on a claim-by-claim basis if all claims 5

arise from the same forum contacts. Because we determine that the tortious interference claims 6

arise from separate jurisdictional contacts than the trade secrets claim, we analyze those contacts

separately.

B. Trade Secrets Claim

1. Minimum Contacts

The parties primarily dispute whether Gazprom’s Texas contacts relating to the trade secrets

claim were purposeful. The Gazprom Defendants assert that any contacts with Texas were not

purposeful because Moncrief unilaterally disclosed the alleged trade secrets and the meetings in

Texas were simplyfortuitous—as evidenced bymeetings held in Moscow, Boston, and Washington,

D.C. The Gazprom Defendants assert they informed Moncrief at the meetings that they would only

discussthe potential venture once Moncrief dismissed the lawsuit regarding the Y-R Field. Moncrief

contends the disclosure was not unilateral because: (1) the purpose of discussions was to settle the

See also Touradji v. Beach Capital P’ship, 316 S.W.3d 15, 25–26 (Tex. App.—Houston 5

[1st Dist.] 2010, no pet.); Barnhill v. Automated Shrimp Corp., 222 S.W.3d 756, 766–67 (Tex.

App.—Waco 2007, no pet.); Remick v. Manfredy, 238 F.3d 248, 255–56 (3d Cir. 2001); Phillips

Exeter Acad. v. Howard Phillips Fund, Inc., 196 F.3d 284, 289 (1st Cir. 1999).

See, e.g., Touradji, 316 S.W.3d at 26; Sutton v. Advanced Aquaculture Sys., Inc., 621 6

F.Supp.2d 435, 442 (W.D. Tex. 2007).

8
dispute relating to the Y-R Field in exchange for Gazprom’s participation in the venture, and (2) the

Texas meetings were not fortuitous because they were located in the state where Moncrief is

headquartered and where the proposed regasification facility would be located. We agree with

Moncrief that the contacts were purposeful but for different reasons.

When determining whether a nonresident purposefully availed itself of the privilege of

conducting activities in Texas, we consider three factors: 

First, only the defendant’s contacts with the forum are relevant, not the unilateral

activity of another party or a third person. Second, the contacts relied upon must be

purposeful rather than random, fortuitous, or attenuated. Thus, sellers who reach out

beyond one state and create continuing relationships and obligations with citizens of

another state are subject to the jurisdiction of the latter in suits based on their

activities. Finally, the defendant must seek some benefit, advantage or profit by

availing itself of the jurisdiction.

Retamco, 278 S.W.3d at 338–39; see Burger King Corp. v. Rudzewicz, 471 U.S. 462, 473, 475

(1985); World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980). This analysis

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

The United States Supreme Court has specified that a nonresident’s contacts are not unilateral

or random and fortuitous when the defendant “has created ‘continuing obligations’ between himself

and residents of the forum,” which shields the nonresident with the benefits and protections of the

forum’s laws. Burger King, 471 U.S. at 475 (quoting Travelers Health Ass’n v. Virginia, 339 U.S.

643, 648 (1950)). Further, the Court has stated that jurisdiction is proper “where the contacts

proximately result from actions by the defendant himself that create a substantial connection with

the forum State.” Id. (quotation marks omitted). A substantial connection can result from even a

single act. McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223 (1957). But the unilateral activity of

9
another person cannot create jurisdiction. Burger King, 471 U.S. at 475. Physical presence in the

state is not required but “frequently will enhance a potential defendant’s affiliation with a State and

reinforce the reasonable foreseeability of suit there.” Id. at 476. At its core, the purposeful

availment analysis seeks to determine whether a nonresident’s conduct and connection to a forum

are such that it could reasonably anticipate being haled into court there. Id. at 474.

The Court has also recognized “it is beyond dispute that [a forum] has a significant interest

in redressing injuries that actually occur within the State.” Keeton v. Hustler Magazine, Inc., 465

U.S. 770, 776 (1984). As the Court has expounded: 

A state has an especial interest in exercising judicial jurisdiction over those who

commit torts within its territory. This is because torts involve wrongful conduct

which a state seeks to deter, and against which it attempts to afford protection, by

providing that a tortfeasor shall be liable for damages which are the proximate result

of his tort.

Id. (quoting Leeper v. Leeper, 319 A.2d 626, 629 (N.H. 1974); RESTATEMENT (SECOND) OF

CONFLICTS OF LAWS § 36, cmt. c (1971)). Of course, states have an interest in protecting against 7

more than torts, and the Supreme Court has recognized state interests in protecting regulatory

schemes and contracts as well. See Travelers Health Ass’n, 339 U.S. at 648 (recognizing the “state’s

interest in faithful observance” of its regulatory scheme by nonresidents); McGee, 355 U.S. at 223

(observing that the forum “has a manifest interest in providing effective means of redress for its

residents” in relation to contract disputes). 

The Restatement provides that “[a] state has power to exercise judicial jurisdiction over an 7

individual who has done, or has caused to be done, an act in the state with respect to any cause of

action in tort arising from the act.” RESTATEMENT (SECOND) OF CONFLICTS OF LAWS § 36 (1971).

10
Although a forum’s interest in protecting against torts may operate to enhance the

substantiality of the connection between the defendant and the forum, it cannot displace the

purposeful availment inquiry. We have previously observed that Texas’s interest in protecting its

citizens against torts is insufficient to automatically exercise personal jurisdiction upon an allegation

that a nonresident directed a tort from outside the forum against a resident. Michiana, 168 S.W.3d

at 790–91. In Michiana, a Texan placed a phone call to an Indiana recreational vehicle dealer, paid

for the vehicle in Indiana, and arranged to have the vehicle shipped from Indiana to Texas. Id. at

784. He later sued the dealer in Texas, claiming a misrepresentation in the phone call from Texas

subjected the dealer to specific personal jurisdiction in Texas court. Id. We held that, although the

dealer allegedly committed a tort against a resident, its contacts with Texas were only receiving the

phone call and transferring the vehicle to the shipper the buyer had designated to transport the

vehicle to Texas. Id. at 786–87. Neither contact constituted purposeful availment because the dealer

“had no say in the matter.” Id. at 787. 8

Michiana overruled a myriad of court of appeals cases where jurisdiction was predicated

solely on the receipt of an out-of-state phone call or that analyzed whether the defendant’s contacts

were tortious rather than examining the contacts themselves. Id. at 791–92. But, importantly, we

differentiated cases where the defendant’s conduct “was much more extensive and was aimed at

getting extensive business in or from the forum state.” Id. at 789–90 & n.70. We cited as an

See also CMMC v. Salinas, 929 S.W.2d 435, 439 (Tex. 1996) (a French winepress maker 8

shipping a winepress to a Texas customer was insufficient to constitute purposeful availment). 

11
example a case predicating jurisdiction on acts seeking to obtain business in Texas. Id. at 790 n.70

(citing Union Carbide Corp. v. UGI Corp., 731 F.2d 1186, 1189-90 (5th Cir. 1984)).

Here, the Gazprom Defendants’ contacts with Texas were neither unilateral activities by

Moncrief nor random and fortuitous. Unlike in Michiana, the Gazprom Defendants had a “say in

the matter.” 168 S.W.3d at 787. They were not unilaterally haled into forming contacts with Texas;

rather, they agreed to attend Texas meetings. And the Gazprom Defendants accepted Moncrief’s

9

alleged trade secrets at those meetings. See Retamco, 278 S.W.3d at 340 (affirming exercise of 10

specific personal jurisdiction when defendant “was a willing participant in a transaction with an

affiliated Texas company”).11

See Woodson, 444 U.S. at 299 (no jurisdiction over a nonresident automobile distributor 9

whose only tie to the state was a customer’s unilateral decision to drive there); Kulko v. Cal.

Superior Court, 436 U.S. 84, 93–94 (1978) (no jurisdiction over a nonresident divorced husband

owing child support to a formerspouse who unilaterally decided to move to anotherstate); Hanson,

357 U.S. at 251 (no jurisdiction over a nonresident trustee whose only connection to the state

resulted from the settlor’s unilateral decision to exercise her power of appointment in that state).

Moncriefsubstantiated its allegations with evidence that the Gazprom Defendants accepted 10

the alleged trade secrets at the Texas meetings. For example, an affidavit and deposition testimony

of Richard Moncrief, who attended the Texas meetings, stated that Moncrief provided the Gazprom

Defendants updated versions of the trade secrets at both meetings. The Gazprom Defendants cite

to evidence that they announced an intent not to discuss the proposed joint venture at the meetings

and did not agree to keep the alleged trade secrets confidential in exchange for receiving them. But

the Gazprom Defendants do not cite, and we cannot locate, any evidence in the record that the

Gazprom Defendants did not receive the alleged trade secrets at the meetings. Therefore, we cannot

imply a finding that the Gazprom Defendants did not receive the alleged trade secrets because such

a finding is not supported by evidence. See Retamco, 278 S.W.3d at 337.

Moreover, the previous meetings in Moscow, Boston, and Washington, D.C. did not render

11

the two Texas meetings random and fortuitous because: (1) the discussions were regarding a joint

venture in Texas, see Michiana, 168 S.W.3d at 789–90 & n.70, and (2) Moncrief was headquartered

in Texas, see Asahi Metal Indus. Co. v. Superior Court of Cal., 480 U.S. 102, 114 (1987). 

Moreover, the information was revised and updated before the Texas meetings.

12
Additionally, the Gazprom Defendants’ contacts were purposeful and substantial because

their activity “was aimed at getting extensive business in or from the forum state.” Michiana, 168

S.W.3d at 789–90. While we have held that a single business transaction occurring outside the state

is insufficient to confer specific jurisdiction, id. at 787–88, the United States Supreme Court

concluded that forming an enterprise in one state to send payments to a corporation in the forum state

was sufficient to confer specific jurisdiction, Burger King, 471 U.S. at 468, 478. Because the

Gazprom Defendants attended two Texas meetings, at which they accepted Moncrief’s alleged trade

secrets regarding a proposed joint venture in Texas, their contacts were not unilaterally from

Moncrief, nor were they random and fortuitous.12

The Gazprom Defendants protest that their subjective intent in attending the meetings was

solely to discuss settlement of the Y-R Field dispute, indicating they did not purposefully avail

themselves of doing business in Texas. But the Gazprom Defendants attended the two Texas

meetings where they accepted the alleged trade secrets regarding a proposed Texas joint venture,

which is the crux of the matter. As we stated in Michiana, courts at the jurisdiction phase examine

business contacts, not what the parties thought or intended—which is the role of the fact-finder in

assessing the merits of the claim. See 168 S.W.3d at 791. For example, if a nonresident defendant

intended to drive through Texas and caused a vehicular accident in the state, her intent to simply pass

Moncrief also asserts in its briefing the additional contacts by the Gazprom Defendants of 12

use of the trade secrets in Texas. But Moncrief’s live pleading alleges GMT USA is using those

trade secrets in Texas and does not allege that the Gazprom Defendants provided the trade secrets

to GMT USA in Texas. Moreover, the court of appeals rejected Moncrief’s theory that GMT USA

is the alter ego of another Gazprom subsidiary, which Moncrief does not appeal here. 332 S.W.3d

at 20–22. Accordingly, we will not analyze these contacts for our purposeful availment analysis.

13
through the state would not negate the fact that she caused a vehicular accident. Here, the Gazprom

Defendants intended to, and did, come to Texas for two meetings, at which they accepted alleged

trade secrets from Moncrief that involved a proposed joint venture in Texas. The Gazprom

Defendants’ subjective intent does not negate their business contacts. See id.

Finally, the Gazprom Defendants benefitted from Texas. For contacts to be purposeful, the

defendant must seek some “benefit, advantage, or profit” by availing itself of the forum. Id. at 785. 

This is premised on implied consent: a nonresident consents to suit by invoking the benefits and

protections of a forum’s laws. Id. at 784. We have found jurisdiction over nonresidents with no 13

physical ties to Texas when an out-of-state contract was formed “for the sole purpose of building a

hotel in Texas,” Zac Smith & Co., Inc. v. Otis Elevator Co., 734 S.W.2d 662, 665–66 (Tex. 1987),

and when enrollment for out-of-state school was executed in Arizona but was “actively and

successfully solicited” in Texas, Siskind v. Villa Found. for Educ., Inc., 642 S.W.2d 434, 437 (Tex.

1982); see also Michiana, 168 S.W.3d at 789–90 (discussing cases finding specific jurisdiction when

forum contact “was aimed at getting extensive business in or from the forum state”). Here, Gazprom

attended two Texas meetings with a Texas corporation and accepted alleged trade secrets created in

Texas regarding a potential joint venture in Texas with the Texas corporation. Far from seeking to

avoid Texas, Gazprom sought out Texas and the benefits and protections of its laws. Burger King,

471 U.S. at 474; Michiana, 168 S.W.3d at 785; BMC Software, 83 S.W.3d at 795. 

A nonresident may structure its business so as to not profit from a forum’s laws and not 13

be subject to its jurisdiction. Michiana, 168 S.W.3d at 785.

14
2. Fair Play and Substantial Justice

In addition to minimum contacts, due process requires the exercise of personal jurisdiction

to comply with traditional notions of fair play and substantial justice. Retamco, 278 S.W.3d at 338. 

If a nonresident has minimum contacts with the forum, rarely will the exercise of jurisdiction over

the nonresident not comport with traditional notions of fair play and substantial justice. Id. at 341. 

We undertake this evaluation in light of the following factors, when appropriate: (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 international judicial system’s interest in obtaining

the most efficient resolution of controversies; and (5) the shared interest of the several nations in

furthering fundamental substantive social policies. Spir Star AG v. Kimich, 310 S.W.3d 868, 878

(Tex. 2010); see Asahi Metal Indus. Co. v. Superior Court of Cal., 480 U.S. 102, 113 (1987). 

On balance, asserting personal jurisdiction over the Gazprom Defendants as to the trade

secrets claim would not offend traditional notions of fair play and substantial justice. Subjecting the

Gazprom Defendants to suit in Texas certainly imposes a burden on them, but the same can be said

of all nonresidents. Distance alone cannot ordinarily defeat jurisdiction. Spir Star, 310 S.W.3d at

879 (“Nor is distance alone ordinarily sufficient to defeat jurisdiction: ‘modern transportation and

communication have made it much less burdensome for a party sued to defend himself in a State

where he engages in economic activity.’” (quoting McGee, 355 U.S. at 223)). Given the Gazprom

Defendants’ meetings with Moncrief in Texas and their increased familiarity with the forum and

legal system through establishing a subsidiary headquartered here, the burden of litigating in Texas

is not so severe as to defeat jurisdiction. See id. (holding jurisdiction was appropriate where German

15
company officers traveled to Houston to establish a distributing company). And this burden is

somewhat mitigated by the convenience to Moncrief, a Texas resident, of litigating in the forum

where the alleged trade secrets were appropriated and then purportedly used. Moreover, the

allegations that the Gazprom Defendants committed a tort in Texas against a resident implicate a

serious state interest in adjudicating the dispute. Finally, because these claims will be litigated with 14

GMT USA in a Texas court, it promotes judicial economy to litigate the claims as to all parties in

one court. See id. (“[B]ecause the claims against [the resident defendant] will be heard in Texas, it

would be more efficient to adjudicate the entire case in the same place.”). On balance, the burden

on the Gazprom Defendants of litigating in a foreign jurisdiction is minimal and outweighed by

Texas’s interests in adjudicating the dispute. Id. at 879–80.

The Gazprom Defendants counter that the Russian government is the majority owner of

Gazprom and government officials at the highest level are aware of Moncrief’s claims. In support,

the Gazprom Defendants cite to Solgas Energy Ltd. v. Global Steel Holdings Ltd., where a

nonresident was sued over an alleged bribe to a Nigerian official to terminate its contract with the

plaintiff. No. 04-06-00731-CV, 2007 WL 1892206, at *2, 7 (Tex. App.—San Antonio July 3, 2007,

no pet.) (mem. op.). There, the court of appeals held that Texas’s interest in resolving the dispute

was tenuous because the United States federal government has an interest in foreign relations and

the bribery allegations implicated Nigerian law. Id. at *7. But here, Gazprom is not wholly owned

See Keeton, 465 U.S. at 776 (“A state has an especial interest in exercising judicial 14

jurisdiction over those who commit torts within its territory.”); see also Asahi Metal, 480 U.S. at 114

(“Because the plaintiff is not a California resident, California’s legitimate interests in the dispute

have considerably diminished.”).

16
bythe Russian government, Moncrief’s claims against the Gazprom Defendants do not implicate any

government officials, and no other jurisdiction has as significant an interest as Texas does in

resolving a claim for a tort committed in Texas against a Texas resident. On balance, this is not one

of the rare cases where exercising jurisdiction fails to comport with fair playand substantial justice.15

Accordingly, we hold that the trial court has jurisdiction over the Gazprom Defendants as to the trade

secrets claim.

C. Tortious Interference Claims

Moncrief also brought claims against the Gazprom Defendants for tortiously interfering with

existing and prospective business relationships. Moncrief contends the Gazprom Defendants’

appropriation of the alleged trade secrets in Texas and use of the information to form a competing

enterprise destroyed Moncrief’s existing and prospective relationships with Occidental. The

Gazprom Defendants respond, and the court of appeals held, that the tortious interference claims do

not arise from the Texas meetings or their receipt of the information from Moncrief. We agree.

Specific jurisdiction exists only if the alleged liability arises out of or is related to the

defendant’s activity within the forum. Moki Mac, 221 S.W.3d at 573. In considering competing

interpretations of the phrase, we ultimatelydetermined “for a nonresident defendant’sforum contacts

to support an exercise of specific jurisdiction, there must be a substantial connection between those

contacts and the operative facts of the litigation.” Id. at 585. In Moki Mac, a Texas teenager fell to

The Gazprom Defendants also contend the information they received from Moncrief did 15

not constitute trade secrets. Although they may well ultimately prevail on this theory, it is a merits

issue that is inappropriate at the jurisdiction stage. Michiana, 168 S.W.3d at 790–91.

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his death in Arizona while on a hike supervised by a Utah-based company. Id. at 573. His parents

filed suit against the company in Texas for wrongful death, maintaining the claim arose from

misrepresentations in documents the company mailed to them in Texas as well as the company’s

other Texas contacts. Id. at 573, 576. We disagreed, holding “the operative facts of the [plaintiffs’]

suit concern principally the guides’ conduct of the hiking expedition and whether they exercised

reasonable care in supervising” the teenager. Id. at 585. We further observed the “events on the trail

and the guides’ supervision of the hike will be the focus of the trial, will consume most if not all of

the litigation’s attention, and the overwhelming majority of the evidence will be directed to that

question.” Id.

Here, Moncrief alleges the Gazprom Defendants tortiously interfered with its agreement and

relationship with Occidental, causing Occidental to breach its agreement and cease its relationship

with Moncrief. See Wal-Mart Stores, Inc. v. Sturges, 52 S.W.3d 711, 721–22, 727 (Tex. 2001)

(discussing tortious interference with contract and tortious interference with prospective contractual

or business relations claims). Underthe framework we established in Moki Mac, Moncrief’s tortious

inference claims principallyconcern two activities: (1) discussions betweenGazprom and Occidental

in California where Gazprom allegedly attempted to convince Occidental to proceed with a joint

venture that did not include Moncrief, and (2) the Gazprom Defendants’ establishment of a

competing enterprise in Texas, thereby diminishing the value of a joint venture between Occidental

and Moncrief to accomplish the same purpose. See Moki Mac, 221 S.W.3d at 585. 

Moncrief also argues its tortious interference claims arise from a third set of contacts: the

Gazprom Defendants’ purported misappropriation of Moncrief’s alleged trade secrets in Texas. We

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disagree. Much like the accident in Moki Mac would not have occurred but for executing contract

materials in Texas, the establishment of a competing enterprise arguably would not be possible

without the Gazprom Defendants’ purported acquisition of the alleged trade secrets. See id. at 585. 

However, but-for causation alone is insufficient. Id. Just as the wrongful death claim in Moki Mac

was principally concerned with alleged negligence in Arizona, the tortious interference claim here

is principally concerned with the California meeting and the competing Texas enterprise—not the

purported misappropriation of alleged trade secrets. See id.

Neither the California meeting nor the competing enterprise in Texas can form the basis for

specific jurisdiction over the Gazprom Defendants in Texas. As we held in Michiana, a nonresident

directing a tort at Texas from afar is insufficient to confer specific jurisdiction. 168 S.W.3d at

790–92. The focus is properly on the extent of the defendant’s activities in the forum, not the

residence of the plaintiff. Id. at 789. Thus, the Gazprom Defendants’ alleged tortious conduct in

California against a Texas resident is insufficient to confer specific jurisdiction over the Gazprom

Defendants as to Moncrief’s tortious interference claims. See id. at 789–92.

Moreover, Moncrief’s allegation that the Gazprom Defendants established a competing

enterprise in Texas cannot support specific jurisdiction. Moncrief alleges Gazprom Marketing &

Trading, Ltd., a Gazprom subsidiary, formed GMT USA as a competing enterprise in Texas. But

the court of appeals rejected Moncrief’s theory that GMT USA is the alter ego of Gazprom

Marketing & Trading, Ltd. 332 S.W.3d at 20–22; see PHC-Minden, L.P. v. Kimberly-Clark Corp.,

235 S.W.3d 163, 175 (Tex. 2007) (imputing jurisdictional contacts to another entity requires

assessing “the amount of the subsidiary’s stock owned by the parent corporation, the existence of

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separate headquarters, the observance of corporate formalities, and the degree of the parent’s control

over the general policy and administration of the subsidiary”). Moncrief does not challenge that

ruling here. Additionally, Moncrief does not allege the Gazprom Defendants provided the trade

secrets to GMT USA in Texas. Therefore, we cannot impute the Texas contacts regarding the

competing enterprise to the Gazprom Defendants. In sum, we conclude neither the California

contacts nor the establishment of a competing enterprise supports an exercise of jurisdiction over the

Gazprom Defendants as to the tortious interference claims.

D. Additional Depositions

Finally, Moncrief contends the trial court erred in refusing to allow the deposition of

Gazprom’s deputy chairman and a representative of Gazprom Bank. The court of appeals held the

trial court did not abuse its discretion because it could have reasonably concluded the testimony

would be cumulative as to the jurisdictional facts. 332 S.W.3d at 23. We agree.

Initially, we note that because we have concluded the trial court has specific jurisdiction over

the Gazprom Defendants as to the trade secrets claim, further deposition testimony regarding these

claims is unnecessary. But we have also determined there is no specific jurisdiction over the

Gazprom Defendants as to the tortious interference claims. If the depositions Moncriefsought could

yield jurisdictional facts that support jurisdiction as to the tortious interference claims, then the trial

court abused its discretion. 

Because Moncrief has not demonstrated what additional jurisdictional facts the depositions

would provide, we conclude the trial court did not abuse its discretion. Moncrief claims Gazprom’s

deputy chairman sent a representative of Gazprom Bank to California to meet with Occidental. In

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its motion to compel, Moncrief sought to depose Gazprom’s deputy chairman because it believed

he would provide testimony regarding the meetings with Moncrief. It also sought to depose the

Gazprom Bank representative because it believed he would provide testimony regarding his meeting

with Occidental. But Moncrief already deposed the consultant for Gazprom who attended the

meeting with Occidental (as well as both Texas meetings) and one of Occidental’s representatives

from that meeting—who both testified as to what the Gazprom Bank representative said. Moncrief

has not identified what additional testimony the depositions of the Gazprom Bank representative or

Gazprom’s deputy chairman would provide regarding Texas contacts with respect to the tortious

interference claims. Therefore, we hold the trial court did not abuse its discretion in denying

Moncrief’s motion to compel the depositions. See BMC Software, 83 S.W.3d at 800–01 (holding

trial court did not abuse discretion in denying continuance before special appearance hearing).

III. Conclusion

The Gazprom Defendants attended two Texas meetings with a Texas corporation and

accepted alleged trade secrets created in Texas regarding a potential Texas-based joint venture with

the Texas corporation. These contacts were neither unilaterally from Moncrief nor random and

fortuitous, and they indicate the Gazprom Defendants were benefitting from the protection of Texas

laws. Therefore, we conclude the trial court has specific personal jurisdiction over Moncrief’s trade

secrets claim, and the court of appeals erred in affirming the special appearance as to this claims.16

Moncrief’s conspiracy claims (for conspiracy to tortiously interfere and conspiracy to 16

misappropriate trade secrets) are not factually distinct from the underlying trade secret and tortious

interference claims. See 332 S.W.3d at 10 n.7 (“[B]ecause no factually distinct basis exists for

Moncrief Oil’s conspiracy claims, they add nothing to our jurisdictional analysis.”). Accordingly,

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But we agree with court of appeals that the trial court has no specific personal jurisdiction over the

Gazprom Defendants as to Moncrief’s tortious interference claims and that the trial court did not

abuse its discretion in refusing to compel additional depositions. Accordingly, we reverse the

judgment of the court of appeals in part, affirm in part, and remand to the trial court for further

proceedings consistent with this opinion.

____________________________________

Eva M. Guzman

Justice

OPINION DELIVERED: August 30, 2013

the exercise of jurisdiction is proper over the conspiracy to misappropriate trade secrets claim, see

supra Part II.B, and improper over the conspiracy to tortiously interfere claim, see supra Part II.C.

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