## IN THE SUPREME COURT O F TEX AS

4 4 4 4 4 4 4 4 4 4 4 4 N O
. 11-0195

4 4 4 4 4 4 4 4 4 4 4 4 

### M O N C R IE F 

### O IL 

### I N T E R N A T IO N A L 

### I N C


### . , P E T IT IO N E R 

### ,

v. 

### O A O G A Z P R O M 

### , G A Z P R O M 

### E X P O R T 

### , L L C , A N D 

### G A Z P R O M 

### M A R K E T IN G 

### &

T R A D IN G 

### , L T D


### . , R E S P O N D E N T S

4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4

O N P E T I T I O N F O R R E V I E W F R O M T H E C O U R T O F A P P E A L S F O R T H E S E C O N D D I S T R I C T O F T E X A S

4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4

Argued F ebruary 6, 2012

J U S T I C E G U Z M A N delivere d the opinion of the Court. C H I E F J U S T I C E J E F F E R S O N did not participate in the de cision.

We ha ve obser ved that the business c ontacts nee ded for specific persona l jur isdiction ove r

a n o n re s ident defe ndant “ar e g ener ally a matter of phy sical fac t, while tort liability (espe cia l l y misrepre sentation case s) turns on what the parties thought, said, or intended. Fa r better that judge s should limit their j urisdictional decisions t o the former rath er t h an involving themselves in try ing th e la tt e r .” Her e, nonresident defe ndants alleg edly committed the tort of misappro p r ia ti n g p u r p o r te d 1 trade secr ets from a Texas company conce rning a propose d Texas venture dur ing two me eting s in

Michiana Easy Livin’ Country, Inc . v. Holten , 168 S.W .3d 777, 791 (Tex. 2005). 1Texas. The defe ndants claim their intent in attending the meeting s was to d i scuss an unrela ted

matter and that they informed the plaintiff of that intent at the meeting s. But what t h e p ar t i es thought, said, or intended is g ener ally irrele vant to their j urisdictional contac ts. Reg ardle ss of t he defe ndants’ subjective intent, their Texas contac ts are sufficie nt to confe r specific jurisdiction over the def endants a s to the trade se cre ts claim. The nonresident defe ndants also fac e cl ai m s of tortious interfe renc e with the Texas
corpor ation’s rela tionship with a California corpor ation. But the tortious interfe renc e claims either arise from a meeting in California (which cannot support jurisdiction in Texas) or the formation of

a competing enter

prise in Texas by an entity not subject to jurisdiction in this proce eding

. The trial court gra nted t he special appea

ranc e, which the court of a ppeals a ffirme d. Be cause we hold there is jurisdiction over the trade secr ets claim, but not over the tortious interfe renc e claims, we reve rse in part and aff

irm in part the cou rt of appea ls’ judgme nt and rema nd to the trial court for further
proce eding s. I. Background Moncrief Oil I nterna tional, I nc. (Moncr ief) is a Texas-based co mpany that enter ed into a series of contra cts in 1997 and 1998 with two subsidiaries of OAO Gazprom (Ga zprom) reg arding development of a Russian g as field known as the Y-R Field. Mo n cr i ef Oil Int’l Inc. v. OAO Gazprom , 481 F.3d 309, 310 (5th Cir. 2007). Gazprom, a Russian company , is among the world’s larg est produce rs of natura l g as. After assuring Moncrief it would honor the contra ctual obliga tions of its subsidiaries, Gazprom later co n t ra cted with Ger man entities to develop the Y-R Field. Moncrief , 481 F.3d a

t 311.

2I n the fall of 2003, Gazprom announce d its intention to sell liquified natura l g as to the United

States and contac ted oil companies in the Americ an marke t. When Moncrief asked Gazprom to

rec og nize its claimed interest or sell it an interest in the Y-R Field, Gazprom replied t hat it was interested only in trading its resour ces for acc ess to the Americ an downstream marke t. Along those lines, Moncrief

had deve loped alleg ed tra de sec ret information reg arding a propose d joint venture with California-ba sed Occ idental Petroleum Co rp o ra t i o n to import liquified natura l g as to a reg asifica tion facility

to be built in I ng leside, Texas. Moncrief and Gazprom eng ag ed in a series of commu n i ca t i o n s (including phone calls, emails, and in-person meeting s) to discuss Moncrief ’s rig hts in the Y-R Field and the establishment of a consortium with Moncrief , Occ idental, and Gazprom to import liquified natura l g as to Texas. Gazprom Ex port, L L C (Ga zprom Ex port)—the Ga zprom subsidiary that exports natura l g as to countries outside the f

ormer Soviet Union—also took par t in the discussions. These discussions beg an with a meeting in Moscow in September 2004, wher e Moncrief proposed that: (1) Gazprom would g rant Moncrief an interest in the Y-R Field; (2) Moncrief would
g rant Gazprom an interest in the proposed Texas reg asi fi ca t i o n fac ility ; and (3) Moncrief would
g rant Occ idental a s h are of its interest in the Y-R Field. At the meeting , Moncrief provided Gazprom alleg ed trade secr ets conce rning the Texas fac ility and marke ting plan. L ater that month, Moncrief and Gazprom met in Washington, D.C., wher e Moncrief ag ain provided Gazprom the alleg ed tra de sec rets. The parties then ex chang ed a series of emails and phone calls reg arding the proposal.

3I n Fe bruar y 2005, Gazprom informed Moncrief it would not acc ept Moncrief ’s proposal. I n J une 2005, Moncrief sued Gazprom and the two subsidiarie s it dealt with reg arding the Y-R F ield in fede ral court in Texas over its interest in the Y-R Field. Moncrief , 481 F.3d at 311. Ultimately , the Fi ft h C i rcuit Court of Appea ls aff irmed the dismiss al of Gazprom due to lack of persona l jurisdiction but noted that “e v en without other contac ts, jurisdiction would exis t if Gazprom committed a tort while in the state.” Id . at 314–15.
I n late 2005, the parties resumed in-person discussions, with me eting s in Houston, Boston, and For t Worth, wher e Moncrief provided updated versions of the alleg ed trade secr ets to Gazprom. Gazprom repr esenta tives later met direc tly with Occ idental repr esenta tives in California, and Occ idental terminated the proposed venture with Monc rief afte r Gazprom ref used to participa te in the venture

. A subsidiary of Gazprom Ex port (Ga zprom Marke ting & Trading , Ltd

. ) th e n e s ta blished Gazprom Marke ting & Trading USA, I nc. (GMT USA) in H ouston to import G azprom’s liquified
natura l ga s, reg asify

it, and sell it in t he Unites States. Moncrief sued Gazprom, Gazprom Ex port, and GMT USA in state co u rt fo r tortious i n terfe renc e, trade -sec ret misappropriation, conspirac y to tortiously interfe re, and conspirac y t o misappropriate trade secr ets. Gazprom and Gazprom Ex port (collec tively the Gazprom Def endants) specia lly appea red, asserting that their contacts with Texas wer e random, not purposef ul, and that Moncrief unilatera lly disclosed the trade secr ets. After a spec i al appea ranc e hear ing with no live testimony , the t rial co u rt gra n ted t he Gazprom Def endants’ special appear ance s. Finding s of fact and conc lusions of law wer e not re quested or f iled.

4T h e c o u r t o f appea ls aff

irmed, holding that leg ally and fac tually sufficie n t e v id e n c e s u p p o r te d

an implied f

inding that the location of the two Te x as mee tings wa s “mere ly random or f

ortuitous”

as to Monc rief’ s trade secr ets claim. 332 S.W .3d 1, 19–20. As to the tortious interfe renc e claims, the court held that the rec o rd conclusively established that any alleg ed tortious interfe renc e that might have occur

red took pla ce in California. Id . at 13–14. The c ourt of appe als furthe r held that the trial court did not abuse its discretion in ref using to allow Moncrief additional depositions. Id

. 2
at 22–23. 3
II. Discussion A. Standard of

Review T exas courts may exercise persona l jurisdiction over a nonresident if “(1) the Texas long- ar m
statute authorizes the exercise of jurisdiction, and (2) the exercise of jurisdiction is consistent with fede ral and state constitutional due-pr ocess g uara ntees.” Moki Mac River Expe ditions v. Drugg , 221 S.W .3d 569, 574 (Tex. 2007). Under the Texas long- arm statute, the plaintiff bear s the initial burden of pleadi n g al l ega tions sufficie nt to confe r jurisdiction. Retamc o Operating, Inc. v. Republic Drilling Co. , 278 S.W .3d 333, 337 (Tex. 2009). The long- arm statute allows the exercise of persona l

Moncrief als o sued Gazprom Marke ting & Trading , L td. and Gazprom Ba nk. Gazprom 2 Ba nk was alleg edly part of Gazprom’s meeting with Occ idental in California. The trial court g rante d i t s s p ec i al appea

ranc e, and the court of appea ls g rante d Moncrief ’s motion to dismiss Gazprom Ba nk. 332 S.W .3d at 5, n.1. Fur ther, the c ourt of appe als held that there was no jurisdiction over Gazprom Marke ting & Trading , L td.—which Moncrie f does not complain of here

. Id . at 20–22. The Texas Civil J ustice L eague, the Texas O il & Gas Association, the Texas A ssociation 3 of Manufa cture rs, the Association of Electr i c Companies of Texas, and the Texas Association of Business c ollectively

submitt ed an amicus curiae brief in support of Moncrief

. 5jurisdiction over a nonresident defe ndant who “commits a tort in whole or in part in this state.” T E X
.

C I V
. P R A C
. & R E M
. C O D E § 17.042(2). Although alleg ations that a tort was committed i n T exas satisfy our long- arm statute, s uch alleg ations do not nece ssarily satisfy the U.S. Constit ution. Michiana Easy Livin’ Country, Inc . v. Holten , 168 S.W .3d 777, 788 (Tex. 2005). Her e, Moncr ief pled that the Gazprom Def endants committed torts in Texas by misappropriating Moncrief ’s alleg ed trade secr ets at Texas meeting s . T hus, Moncrief has met its initial burden of alleg ing a cause of action sufficie nt to confe r jurisdi ct i o n under the long- arm statute. See T E X
. C I V
. P R A C
. & R E M
. C O D E § 17.042(2). When the initial burden is met, the burden shifts to the defe ndant to neg ate all potential bases for persona l jurisdiction the plaintiff pled. Retamco , 2 7 8 S.W .3d at 337. As Moncrief ’s sole alleg ation as to persona l jurisdiction is that the Gazprom Def endants committed torts in Texas, the Gazprom Def

endants must neg ate that basis. I n respo n s e, the Gazprom Def endants arg ue that exercising jurisdiction over them would violate due proce s s . Asserting persona l jurisdiction comports with due proce ss when (1) the nonresident defe n d a n t h a s minimum contac ts with the forum

s t at e, an d (2) asser

ting jurisdiction complies with traditional notions of fair play and substantia l justice. Id

. at 338. A defe ndant establishes minimum contac ts with a forum when it “purpose fully avails itself of the privileg e of conducting activities within the forum state, thus invoking the benef its and prote ctions of its laws.” Id . (quoting Hanson v. De nckla , 357 U.S. 235, 253 (1958)). A nonresident’ s contac ts can g ive rise to g ener al or specific persona l jurisdiction

. Id

. Continuous and sy stematic contac ts with a state g ive rise to g ener al jurisdiction, while specific jurisdiction exis ts when the cause of action arises from or i s rela ted t o purposef ul activiti es i n the

6state. Id

. Her e, Moncrief ’s asser ted basis is specific jurisdiction, which focuse s on the rela tionship betwee n the defe ndant, Tex as , and the litigation to deter mine whether the claim arises from the Texas contacts. See id

. When, as here , the trial court does not issue finding s of fac t and conclusions of law, we imply all rele vant fac t s nece ssary to support the judgme nt that are supported by evidenc e. Id

. at 337 4 (quoting BMC Software Belgium, N.V. v. Marchand , 83 S.W .3d 789, 795 (Tex. 2002)). The ultimate question of whether

a cour t has persona l jurisdiction over a nonre sident defe ndant is a question of law we revie w de novo

. Moki Mac , 221 S.W .3d at 574. As an initial matter, spec ific jurisdiction require s us to analy ze jurisdictional contacts on a claim-by -cla im basis. See, e.g. , K el l y v. Ge n
. Interior Constr., Inc. , 301 S.W .3d 653, 660 (Tex. 2010) (sepa

rate ly an al y

zing jurisdictional contac ts for fra ud and trust fund claims to deter mine specific jurisdiction). The Fifth Circuit has expressly held that a “plaintiff bring ing multipl e claims that arise out of differ ent forum contac ts of the defe ndant must establish specific jurisdiction for eac h claim.” Seiferth v. Helicopteros Atuneros, Inc. , 472 F.3d 266, 275 (5th Cir. 2006). As the Court explained,

Moncrief ’s briefing asser

ts that an appellate cour t s h o u ld revie w a trial court’s implied 4 finding s on a specia l appea ranc e de novo when there is no live testimony

. But we need not addre ss this issue beca

use the rele vant fa cts are undisputed. As to the trade secr ets claim, the Gazprom Def endants’ contac ts with Texas are sufficie nt to support specific jurisdiction under our ex isting framework for revie wing specia l appea ranc e ruling s. See infra Part I I .B. An d as to the tortious interfe renc e claims, we ag ree wi t h the courts below that the claims do not arise from or rela te to Texas c ontacts—a question of law unaff ecte d by the oper ation of implied f indings of rele vant fac t nece ss ary to support the specia l appea ranc e ruling

. See infra Part I I .C ; see also Moki Mac , 221 S.W .3d at 588–89.
7This result flows logic ally from the distinctio n b etween g ener al and specific

jurisdiction and is confirme d by th e d ec i sions of our sister circ uits. I f a defe ndant does not have enoug h contac ts to justify the exercise of g ener al jurisdiction, the Due Process Clause prohibits the exercis e o f jurisdiction over any claim that does not arise out of

or re sult from the defe ndant’s for um contacts. Id

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

5 arise from the same forum contac ts. Be caus e we d et er m ine that the tortious interfe renc e claims 6 aris e fr om separ ate jurisdictional contac ts than the trade secr ets claim, we analy ze those contac ts
separ ately

. B. Trade Secre ts Claim 1. Minim um Contacts The parties primarily dispute whether Gazprom’s Texas contac ts rela ting to the trade secr ets claim wer e purposef

ul. The Gazprom Def

enda n t s assert that any contac ts with Texas wer e not purposef ul beca use Moncrief unilatera lly disclosed the alleg ed t ra d e s ecr ets and the meeting s in Texas wer e simply fortuitous—as evidenc ed by meeting s held in Moscow, Boston, and Washington, D.C. The Gazprom Def

endants asser

t they informed Moncrief at the meeting s that they would only d is c u s s th e potential venture once Moncrief dismiss ed the lawsuit reg arding the Y-R Field. Moncrie f contends the disclosure was not unilatera l beca use: (1) the purpose of discussions wa s to se ttle the

See also Touradji v. Beac h Capital P’ship , 316 S.W .3d 15, 25–26 (Tex. App.—Houston 5 [ 1 s t Dist.] 2010, no pet.); Barnhill v. Automated Shrimp Corp. , 222 S.W .3d 756, 766–67 (T ex . App.—W aco 2007, no pet.); Remic k v. Manfredy , 238 F.3d 248, 255–56 (3d Cir. 2001); Phi l l i p s Exe ter Acad. v . Howard Philli ps Fund, Inc. , 196 F.3d 284, 289 ( 1st Cir. 1999). See, e.g. , Touradji , 316 S.W .3d at 26; Sutton v. Advanc ed Aquacultu r e S ys
. , In c. , 621 6 F.Supp.2d 435, 442 (W.D. Tex. 2007). 8dispute rela ting to the Y-R Field in exchang e for Gazprom’s participa tion in the venture , and (2) the

Texas meetin g s wer e not fortuitous beca use they wer e located in the state wher e Moncrief is headqua rtere d and wher e t h e p roposed reg asifica tion fac ility would be located. We ag ree with Moncrief that the contac ts were purposef ul but for diffe rent re asons. When deter

mining whether a nonresident purpose fu l l y availed itself of the privileg e of conducting activities in Texas, we consider three fac tors: First, only the defe ndant’s contac t s wi th the forum are rele vant, not the unilatera l activity of another party or a third person. Second, the contac ts relied upon must be purposef ul rathe r than random, fortuitous, or attenuate d. Thus, sellers who rea ch out bey ond one state and cre ate continuing rela tionships and obliga tions with citizens of another state are subject to the jurisdiction of the latter in suits based on their activities. Finally , the defe ndant must seek s o m e b en efit, advanta g e or profit by availing itself of the jurisdiction. Retamc o , 278 S.W .3d at 338–39; see Burger King Corp. v. Rudzewicz , 471 U.S. 462, 473, 475 (1985); W

orld-W ide Volkswagen Corp. v. W oodson , 444 U.S

. 2 8 6 , 2 97 (1980). This analy sis assesses the quality

and natur e of the contac ts, not the quantity

. Retamc o , 278 S.W .3d at 339. The United States Supreme Court has specifie d that a nonr e s id e n t’ s c o n ta c ts a r e n ot unilatera l

or random and fortuitous when the defe ndant “has cre ated ‘continuing obliga tions’ betwee n himself and re sidents of the for

um,” which shields the nonresident with the benef its a nd protec tions 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))

. Fur

ther, the Court h as s t at ed that jurisdiction is proper “whe re the contac ts proxi mately

result from a ctions by

the defendant him self that cre ate a substantial connec tion with the forum State.” Id

. (quotation marks omi tted). A s ubstantial connec tion can r esult from even a single act. McG ee v. Int’l Life Ins. Co. , 355 U.S. 220, 223 (1957). But the unilatera l activity of

9another person cannot cre ate jurisdiction. Burger King , 471 U.S. at 475. Phy sical prese nce in the

state is not require d but “fr equently will enhanc e a potential defe ndant’s aff iliation with a State and reinfor ce the rea sonable fore s ee ab i lity of suit there .” Id

. at 476. At its core , the purposef ul availment ana ly sis seeks to determine whe ther a nonresident’ s conduct a

nd connec tion to a forum

are such that it could rea sonably anticipate be ing ha led into court there

. Id . at 474. The Court has also rec og nized “it is bey ond dispute that [a forum] has a signific ant interest in redr essing injuries that actua lly occur within the State.” Keeton v. Hustler Magazine, Inc. , 465 U.S. 770, 776 (1984). As the Court ha s expounded: A state has an espec ial interest in exercising j u d icial jurisdiction over those who commit torts within its territory

. This is because torts involve wrong ful conduct which a state seeks to deter , and ag ainst which it attempts to aff ord p ro t ec tion, by providing that a tortfea sor shall be liable for damag es which are the proxi mate result of his tort. Id

. (quoting Leeper v. Leep er , 319 A.2d 626, 629 (N.H. 1974); R E S T A T E M E N T (S E C O N D ) O F C O N F L I C T S O F L A W S § 36, cmt. c (1971)). Of course, states have a n interest in protec ting a g ainst 7

more than torts, and the Supreme Court has rec og nized sta t e interests in protec ting reg ulatory scheme s and contra cts as well. See Travelers Health Ass’n , 339 U.S. at 648 (re cog nizi ng the “state’ s interest in f

aithful observa

nce” of its re g ulatory scheme by nonresidents); McG ee , 355 U.S. a t 223 (obser ving that the forum “has a manifest interest in providing eff ective means o f redr ess for its residents” in relation to contra ct 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 s tate with respe ct t o any cause of action in tort arising from the act.” R E S T A T E M E N T (S E C O N D ) O F C O N F L I C T S O F L A W S § 36 (1971).
1 0Although a forum’s interest in protect i ng ag ainst torts may operate to enhanc e the

substantiality of the connec tion betwee n the defe ndant and the forum, it cannot dis place the purposef ul availment inqui ry . We have pr eviously observe d that Texas’s interest in protec ting its citizens ag ainst torts is insufficient to automatically exercise persona l jurisdiction upon an alleg ation that a nonresident direc ted a tort from outside the forum ag ainst a resident. Michiana , 168 S.W .3d
at 790–91. I n Michiana , a Texan place d a phone call to an I ndiana rec reational vehicle deale r, paid for the vehicle in I ndiana, and arr ang ed t o h av e t h e v ehicle shipped from I ndiana to Texas. Id

. at 784. He later sued the deale r in Texas, claiming a misrepr esenta tion in the phone call fr om T exas subjected the deale r to specific persona l jurisdiction in Texas court. Id

. We held that, althoug h the deale r alleg edly committed a tort ag ainst a resident, its contac ts with Texas wer e only rec eiving the phone call and trans fe rring the vehicle to the shipper the buy er had desig nated to transport the vehicle to Texas. Id

. at 786–87. Neither contac t constituted purposef ul availment beca

use the deale r “had no sa

y in the matter.” Id . at 787. 8 Michiana overr

uled a my

riad of court of appea ls cases wher e jurisdiction was predic ated solely on the rec eipt of an out-of-state phone call or that analy zed whether the defe ndant’s contac ts

wer e tortious rathe r than e x amining the contac ts themselves. Id . at 791–92. B ut, importantly , we differ entiated case s wher e the defen d an t ’s co nduct “wa s much more extensive and was aimed at
g etting extensive business in or from the forum state.” Id

. at 789–90 & n.70. We cited as an

See also CMM

C v

. Salinas , 929 S.W .2d 435, 439 (Tex. 1996) (a Fr ench winepre ss maker 8 shipping a

winepre ss to a Texas customer wa s insufficient to constitute purposef ul availment).
1 1example a case predic ating 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)). Her e, the Gazprom Def

endants’ contac ts with Texas wer e neither unilatera l activities by Moncrief nor random and fortuitous. Unli ke in Michiana , the Gazprom Def endants had a “say in the matter.” 168 S.W .3d at 787. They wer e not unilatera lly haled into forming contac ts with Texas; rathe r, they

ag ree d to attend Texas meeting s. And the Ga zprom Defenda nts acc epted Monc rief’ s 9 allege d t rade secr ets at those meeting s. See Retamc o , 278 S.W .3d at 340 (af firming exercise of 1 0 specific persona l jurisdiction when defe ndant “w as a wi l l ing participa nt in a transac tion with an aff iliated Texas company ”). 1 1

See W oodson , 444 U.S. at 299 (no j urisdiction over a nonresident au t o mobile distributor 9 whose only tie to the state wa s a cu s tomer’s unilatera l decision to drive there ); Kulko v. Cal. Superior Court , 436 U.S. 84, 93–94 (1978) (no jurisdiction over a nonresident divorce d husband owing child support to a former spouse who unilatera lly decide d to move to another state); Hanson , 357 U.S. at 251 (no jurisdiction over a nonresi dent trustee whose only connec tion to the state resulted f rom the settlor’s unilater al dec ision to ex erc ise her pow er of appointment in that state). Moncrief s u

b s ta n ti a te d it s a ll e g a

tions with evidenc e that the Gazprom Def endants acc epted 1 0 the alleg ed trade secr ets at the Texas meeting s. For example, an aff idavit and deposition testimony of Richard Moncrief

, who attended the Texas meeting s, stated that Moncrief provided the Gazprom Def endants updated versions of the t rade secr ets at both meeting s. The Gazprom Def endants cite to evidenc e that they announce d an intent not to disc uss the proposed joint venture at the meeting s and did not ag ree to keep the alleg ed trade secr ets confide ntial in exchang e for rec eiving them. But the Gazprom Def

endants do not cite, and we cannot locate, any evidenc e in the rec ord that the Gazprom Def

endants did not rec eive the alleg ed trade secr ets at the meeting s. There fore , we cannot imply a finding that the Gazprom Def endants did not rec eive the alleg ed trade secr ets beca use such a finding is not supported by evidenc e. See R etamco , 278 S.W .3d at 337. Moreove r, the p r e v ious meeting s in Moscow, Boston, and Washington, D.C. did not rende r 1 1 the two Texas meeting s random and fortuitous beca use: (1) the discussions were reg arding a joint venture in Texas, see Michiana , 168 S.W .3d at 789–90 & n.70, and (2) Moncrief was headqua rtere d in Texas, see Asahi Metal Indus. Co. v. S u p er i o r Court of Cal. , 480 U.S. 102, 114 (1987). Moreove r, the infor

mation was re vised and upda ted bef ore the Texas meeting s. 1 2Additionally , the Gazprom Def endants’ contac ts we re purposef ul and substantial beca

use their activity “wa s aimed at g etting extensive business in or from the forum state.” Michiana , 168 S.W .3d at 789–90. Whil e we have held that a single business transac tion occur ring outside the state is insufficient to confe r s p ecif ic jurisdiction, id

. at 787–88, the United States Supreme Court conclude d that forming an enter prise in one state to send pay ments to a corpor ation in the forum state

was sufficie nt to con fe r s p ec i fi c jurisdiction, Burger King , 471 U.S. at 468, 478. Be cause the Gazprom Def

endants attended two Texas meeting s, at which they acc epted Moncrief ’s alleg ed trade

secr ets reg arding a proposed joint venture in Texas , t heir contac ts wer e not unilatera lly from Moncrief , nor we re the y

random a nd fortuitous. 1 2 The Gazprom Def

endants protest that their subjec tive intent in attending the meeting s was solely to discuss settlement of the Y-R Field dispute, indicating they did n o t p u rposefully avail themselv es o f doing business in Texas. But the Gazprom Def endants attended the two Texas meeting s wher e they acc epted the alleg ed trade secr ets reg arding a proposed Texas joint venture , which is the crux of the matter. As we stated in Michiana , courts at the jurisdiction phase examine business contac ts, not what the parties thoug ht or intended—whic h is the role of the fac t-finder in assessing the merits of the claim. See 168 S.W .3d at 791. For example, if a nonresident defe ndant intended to drive throug h Texas and cause d a vehicular acc ident in the state, her intent to simply pass

Moncrief also asser

ts in its briefing the additional contac ts by the Gazprom Def endants of 1 2 us e of the trade secr ets in Texas. But Moncrief ’s live pleading alleg es GMT USA is using those trade secr ets in Texas and does not alleg e that the Gazprom Defe ndants provided the tr ade se cre ts to GMT USA in Texas. Moreove r, the court of appea ls reje cted Moncrief ’s theory that GMT USA is the alter eg o of another Gazprom subsidiary , which Moncrief does not appea l here

. 332 S.W .3d at 20–22. Acc ording ly , we will not analy ze these conta cts for our

purposef ul availment ana ly sis.
1 3throug h the state would not neg ate the fac t that she cause d a vehicular acc ident. Her e, the Gazprom

Def endants int ended to, and d i d , come to Texas for two meeting s, at which they acc epted alleg ed trade secr ets from M oncrie f that involved a proposed joint venture in Texas. The Gazprom Def endants’ subje ctive intent does not neg ate their business contac ts. See id

. Finally , the Gazprom Def endants benef

itted from Texas. For contac ts to be purposef ul, the defe ndant must seek some “bene fit, advanta g e, 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 benef its and protec tions of a forum’s laws. Id

. at 784. We have f ound jurisdiction over nonre sidents with no 1 3 phy sical ties to Texas when an out-of-state contra ct was formed “for the sole purpose of building a hotel in Texas,” Zac Smith & Co., I nc. v. Otis Ele vator Co. , 734 S.W .2d 662, 665–66 (Tex. 1987), and when enrollment for out-of-state sch o o l was executed in Arizona but was “ac tively and

succe ssfully 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 case s findin g s p e c if ic jurisdiction when forum contac t “wa s aimed at g etting extensive business in or from the forum state”)

. Her e, Gazprom attended two Texas meeting s with a Texas corpor ation and acc epted alleg ed trade secr ets cre ated in Texas reg arding a potential joint venture in Texas with the Texas corpor ation. Fa r from seeking to avoid Texas, Gazprom soug ht out Texas and the benef its and protec tions 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 t o not profit from a forum’s laws and not 1 3 be subjec t to its jurisdiction. Michiana , 168 S.W .3d at 785.
1 42. F air P lay and Sub stantial Justice

I n addition to minimum contac ts, due proce ss require s the exercise of persona l jurisdiction
to comply with traditional notions of fair play and substantial justice. Retamc o , 278 S.W .3d at 338.
I f a nonresident has minimum contac ts w ith the forum, rar ely will the exercise of jurisdiction ove r the nonresident not comport with traditional notions of fair play and substantial justice. Id. at 341. We underta ke this evalua tion in light of the following fac tors, when appropr iate: (1) the burden on the defe ndant; (2) the interests of the forum in adjudicating the dispute; (3) the plaintiff’s interest in obtaining convenie nt and eff ective relief

; (4) the international judicial sy stem’s interest in obtaining the most eff

icient resolution of controve rsies; an d (5 ) t h e s hare d interest of the sever al nations in further ing fundamenta l substantive social policies. Spir Star AG v. K imich , 310 S.W .3d 868, 878 (Tex. 2010); see Asahi Me tal Indus. Co. v. Superior Court of Cal. , 480 U.S. 102, 113 (1987). On balanc e, asse rt i n g p ersonal jurisdiction over the Gazprom Def endants as to the trade

secr ets claim would not offe nd traditional notions of fair play and substantial justice. Subjecting the Gazprom Def

endants to suit in Texas cer tainly imposes a burden on them, but the same can be said of all nonresidents. Distance alone cannot ordinarily defe at jurisdiction. Spir Star , 310 S.W .3d at 879 (“N or is distance a lone ordinar ily sufficie nt to defeat jurisdiction: ‘modern transporta tion a nd communication have made it much less burdensome for a party sued to def en d h i m s elf in a State wher e he eng ag es in economic activity .’” (quoting McG ee , 355 U.S. a t 223) ). Given the Gazprom Def endants’ meeting s with Moncrief in Texas and their incre ased familiarity with the forum and leg al sy stem throug h establishing a subsidiary headqua rtere d here , the burden of litigating in Texas is not so sever e as to defe at jurisdiction. See id

. (holding jurisdiction was appropr iate wher e Ger man
1 5company officers t ra v el ed to Houston to establish a distributing company ). And this burden is somewhat mitigated by the co n v en i en ce to Moncrief , a Texas resident, of litigating in the forum wher e the alleg ed trade secr ets wer e appropr iated and then purport ed l y u sed. Moreove r, the al l egations that the Gazprom Def endants committed a tort in Texas ag ainst a resident implicate a serious state interest in adjudicating the dispute. Finally , beca use these claims will be litigated with 1 4 GMT USA in a Tex as court, it promotes judicial economy to liti g ate the c laims as to all parties in

one court. See id

. (“[B]eca use the claims ag ainst [t he resident defe ndant] will be hear d in Texas, it would be more eff

icient to a djudicate the e ntire ca se in the same pla ce.” ). On ba lance , the burden

on th e Gazprom Def

endants of litigating in a fore ign jurisdiction is minimal and outweig hed by Texas’s interests in adjudica ting the dispute. Id . at 879–80. The Gazprom Def

endants counter that the Russian g overnm ent is the majority owner of Gazprom and g overnme nt officia ls at the highe st level are awa re of Moncrief

’s claims. I n support, the Gazprom Def

endants cite t o S

o lgas Energy Ltd. v. Global Steel Holdings Ltd. , wher e a nonresident wa s sued over an alleg ed bribe to a Niger ian official to terminate its contra ct with the plaintiff. No. 04-06-00731- CV, 2007 WL 1892206, at *2, 7 (Tex. App.—San Antonio J uly 3, 2007,

no pet.) (me m. op.). Ther e, the c ourt of appe als held that Texas’s intere st in resolving the dispute
was tenuous beca

use t he United St ates fe dera l gove rnment has an interest in fore ign relations and the bribery alleg ations implicated Nig eria n law. Id

. at *7. But here , Gazprom is not wholly owned

See Keeton , 465 U.S. at 7 7 6 (“ A s t ate has an espec ial interest in exercising judicial 1 4 jurisdiction over those who commit torts within its territory .”); see also Asahi Metal , 480 U.S. at 114 (“B eca use the plaintiff is not a California resident, California’s leg itimate interests in the dispute have c onsiderably

diminis hed.”)

. 1 6by the Russian g overnme nt, Moncrief ’s claims ag ainst the Ga zp r o m D efe ndants do not implicate any g overnme nt officia ls, and n o o t h er j u ri sdiction has as signific ant an interest as Texas does in resolving a claim for a tort committed in Texas ag ainst a Texas resident. On balanc e, this is not one of the rar e case s wher e exercising jurisdiction fails to c o mpor t with fair play and substantial justice. 1 5
Acc ording ly , we hold that the trial court has jurisdiction over the Gazprom Def endants as to the trade

secr ets claim. C. Tortious Interfere nce Claim s Moncrief also broug ht claims ag ainst the Gazprom Def endants for tortiously interfe ring with exis ting and prospec tive b u s i n ess rela tionships. Moncrief contends the Gazprom Def endants’
appropr iation of the alleg ed tra de sec rets in Texas a nd use of the information to f orm a c ompeting

en t er p rise destroy ed Moncrief ’s exis ting and prospec tive rela tionships with Occ idental. Th e Gazprom Def

endants respond, and the court of appea ls held, that the tortious interfe renc e claims do not arise f rom the Texas meeting s or their re ceipt of the information from Monc rief. We a g ree . Specific juri s d i cti on exis ts only if the alleg ed liability arises out of or is rela ted to the defe ndant’s ac t i v i t y wi t hin the forum. Moki Mac , 221 S.W .3d at 573. I n considering competing in te r p r etations of the phrase , we ultimately deter mined “for a nonresident defe ndant’ s f o r u m c o n ta c ts
to support an exercise of specific jurisdiction, there must be a substantial connec tion betwee n those
contac ts and the opera

tive fac ts of the litigation.” Id

. at 585. I n Moki Mac , a Texas teena g er fell to

The Gazprom Def

endants also contend the information they rec eived from Moncrief did 1 5 not constitute trade secr ets. Although they may well ultimately preva il on this theory , it is a merits issue that is inappropriate at the jurisdiction stag e. Michiana , 168 S.W .3d at 790–91.
1 7his death in Arizona while on a hike supervised by a Utah-ba sed company . Id

. at 573. His pare nts

filed suit ag ainst the company in Texas for wrong ful death, maintaining the claim ar o s e fr o m misrepre sentations in documents the company mailed to them in Texas as well as the company ’s other Texas contac ts. Id

. at 573, 576. We disag ree d, holding “the operative fac ts of the [pl aintiffs’] suit conce rn principally the g uides’ conduct o f t h e hiking expedition and whether they exercised

rea sonable car e in supervising ” the teena g er. Id

. at 585. We further observe d the “eve nts on the trail and the g uides’ 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 evidenc e will be direc ted to that question.” Id

. Her e, Moncrief alleg es the Gazprom Def endants tortiously interfe red with its ag ree ment and rela tionship with Occ idental, causing Occ idental to br eac h its ag ree ment and cea se its rela tionship with Moncrief

. See W al-Mart Stores, Inc. v. Sturge s , 5 2 S

. W

. 3 d 711, 721–22, 727 (Tex. 2001) (discussing tortious interfe renc e with contra ct and tortious interfe renc e with prospec tive contra ctual

or business rela tions claims). Under the framework we established in Moki Mac , Moncrief ’s tortious infere nce claims principally conce rn two activit ie s : ( 1 ) d is c u s s io n s b e tw e e n G a zp r o m and Occ idental in California wher e Gazprom alleg edly attempted to convince Occ idental to proce ed with a joint
venture that did not include Mo n crie f, and (2) the Gazprom Def endants’ establishment of a competing enter

prise in Texas, there by diminis hing the value of a joint venture betwee n Occ idental and Moncr ief to ac complish the same purpose

. See M oki Mac , 221 S.W .3d at 585. Moncrief also arg ues its tortious i n t er fe renc e claims arise from a third set of contac ts: the Gazprom Def

endants’ purported misappropriation of Moncrief ’s alleg ed trade secr ets in Texas. We

1 8disag ree . Much like the acc ident in Moki Mac would not have occur red but for executing contra ct materia ls in Texas, the establishment of a com p et ing enter prise arg uably would not be possible without the Gazprom Def endants’ purported acquisition of the alleg ed trade secr ets. See id

. at 585. Howeve r, but-for causation alone is insufficient. Id

. J ust as the wrong ful death claim in Moki Mac

was principally conce rned with a lleg ed neg lige nce in Arizona, the tortious inter fer ence claim here is principally

conce rned with the California mee ting a nd the competing Texas enterpr ise—not the purported misappr opriation of alleg ed tra de sec rets. See id

. Neither the California meeting nor the competing enter prise in Texas can form the basis for specific jurisdiction over the Gazprom Def endants in Texas. As we held in Michiana , a nonresident direc ting a tort at Texas from afa r is insufficient to co n fe r s pecif ic jurisdiction. 168 S.W .3d at 790–92. The focus i s p ro perly on the extent of the defe ndant’s activities in the forum, not the residenc e of the pl aintiff. Id

. at 7 8 9

. Thus, the Gazprom Def endants’ alleg ed torti ous conduct in California a g ainst a Texas reside nt is insufficient to c onfer specific jurisdiction over the Ga zprom Def endants a s to Moncrief’ s tortious int erf ere nce c laims. See id . at 789–92. Mo re o v er, Moncrief

’s alleg ation that the Gazprom Def endants established a competing enterp ri s e i n Texas cannot support specific jurisdiction. Moncrief alleg es Gazprom Marke ting & Trading , L td., a Gazprom subsidiary , formed GMT USA as a competing enter prise in Tex as. B ut the court of appea ls reje cted Moncrief ’s theory that GMT USA is the alter eg o of Gazprom Marke ting & Trading , L td. 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 contac ts to another entity require s assessing “t h e amount of t he subsi diary ’s s tock owned by the parent corpor ation, the ex istence of

1 9separ ate headqua rters, the observa

nce of corpor ate formalities, and the deg ree of the pare nt’s control

over the g ener al policy and administration of the subsidiary ”). Moncrief does not cha l l en g e that

ru l i ng here

. Additionally , Moncrief does not alleg e the Gazprom Def endants provided the trade

secr ets to GMT USA in Texas. There fore , we cannot im p u t e t h e Texas contac ts reg arding the competing enter

prise to the Gazprom Def endants. I n sum, we conclude neither the C alifornia
contac ts nor the establishment of a competing enter prise supports an exercise of jurisdiction over the Gazprom Def

endants a s to the tortious int erf ere nce c laims. D. Addition al Depositions Fina l l y , Moncrief contends the trial court err ed in ref using to allow the deposition of Gazprom’s deputy chair

man and a repr esenta tive of Gazprom Ba nk. The court of appea ls held the trial court did not abuse its discretion beca use it could have rea sonably co n cl u d ed the testimony would be cumulative a s to the jurisdictional facts. 332 S.W.3d at 23. W e ag ree . I nitially , we note that beca use we have conclude d the trial court has specific jurisdiction over the Gazprom Def

endants as to the trade secr ets claim, further deposition testimony reg arding these claims is u n n ecessary . But we have also deter mined there is no specific jurisdiction over the Gazprom Def

endants as to the tortious interfe renc e claims. I f the depositions Moncrief soug ht could
y ield jurisdictional fac ts that support jurisdiction as to the tortious interfe renc e claims, then the trial
court a bused its discretion. Be cause Moncrief has not demonstrated what additional jurisdictional fac ts the depositions would provide, we conclude the trial court did not abuse its discretion. Moncrief claims Gazprom’s deputy chair

man sent a repr esenta tive of Gazprom Ba nk to Ca lifornia to me et with O ccide ntal. I n
2 0its motion to compel, Moncrief sought t o depose Gazprom’s deputy chair man because it believed he would provide testimony reg arding the meeti n gs wi t h Moncrief

. I t also soug ht to depose the Gazprom Ba

nk repr esenta tive beca

use it believed he would provide testimony reg arding his meeting with Occ idental. But Moncrief alre ady deposed the con s u l t an t fo r Gazprom who attended the meeting with Occide ntal (as well as both T exas me eting s) and one of Occ idental’s repr esenta tives from that meeting

—who both testified as to what the Gazprom Ba nk repr esenta tive said. Moncrief has not identified what additional testimony the depositions of the Gazprom Ba nk repr esenta tive or Gazprom’s deputy chair

man would provide reg arding Texas contac ts with respe ct to the tortious interfe renc e claims. Therefore, we hold the trial court did not abuse its discretion in deny ing Moncrief ’s m otion to compel the depositions. See B MC Software , 83 S.W .3d at 800–01 (holding trial court did not abuse discretion in deny ing c ontinuance be fore specia l appea ranc e hea ring ). III. Conclusi on The Ga z prom Def

endants attended two Texas meeting s with a Texas corpor ation and

acc epted alleg ed trade secr ets cre ated in Texas reg arding a potential Texas-based joint venture with the Texas corpor ation. These contac ts wer e neither unilatera ll y from Moncrief nor random and fortuitous, and they indicate the Gazprom Def endants wer e benef

itting from the protec tion of Texas laws. There fore , we conclude the trial court has specific persona l jurisdiction over Moncrief ’s trade

secr ets claim, and the court of appea ls err ed in aff irming the specia l appea

ranc e as to this claims. 1 6

Moncrief ’s conspirac y claims (for conspirac y t o t o rt iously interfe re and conspirac y to 1 6 misappropriate trade secr ets) are not fac tually distinct from the underly ing trade secr et and tortious interfe renc e claims. See 332 S.W .3d at 1 0 n . 7 (“[ B]eca use no fac tually distinct basis exis ts for Moncrief Oil’s conspirac y

claims, they add nothing to our jurisdictional a naly sis.”). Acc ording ly , 2 1But we ag ree with court of appea ls that the trial court has no specific persona l jurisdiction over the

Gazprom Def

endants as to Moncrief

’s tortious interfe renc e claims and that the trial co u rt d i d n o t abuse its discretion in ref using to compel additional depositions. Acc o rding ly , we reve rse the judgme nt of the court of ap p ea l s i n p art, aff irm in part, and rema

nd to the trial court for further
proce eding s consistent with this opi nion.

____________________________________ Eva M. Guzman J ustice OPI NI ON DEL I VERED: Aug ust 30, 2013

the exercise of jurisdiction is proper over the conspirac y to misappr opriate trade secr ets claim, see supra Part I I .B, and improper over the conspirac y to tor tiously interfe re claim, see supra Part I I .C. 2 2