Opinion issued November 5, 2019

In The 

## Court of Appeals For The 

## First District of Texas

———————————— NO. 01
- 18
- 00890
- CV

——————————— DAV ID FRANKE, BRUCE NICKE L, MIKE SCHANKENB URG, KENT SCHANKENBURG , AND RICK ZIMMER , Appella nt s V. JOHAN BOLLEN , Appell e e

On Appeal from the 127th District Court

Harris County, Texas Trial Court Ca se No. 2017
- 83163

MEMORANDUM OPI NION Appellants David F ranke, Bruce Nickel, Mi ke Schankenburg, Kent Schankenburg, and Rick Zimmer (coll ectively, the Investors) challenge the trial

c ourt ’ s grant of the special appearance of a ppellee Johan Bollen. The Investors assert that Bollen had contacts with Texas in c on nection with the sale of securities2

to Texas res idents and that his status a s a control person of an entity that engaged in s ecurities fraud in T exas su pports the exercise of personal jurisdiction over him. Because we conclude that the Investors failed to a llege or provide any evidence of Bollen ’ s purported contacts with Texas that gave rise to th is l itigation, w e affirm th e tri al court ’ s grant of Bollen ’ s plea to the jurisdiction

. Background Bollen is the founder and majority shareholder in Guidewa ve Consulting,
LLC

. The I nvestors su ed Bollen individually , Guidewave, and a nother Guidewave officer, Rocky Emery, alleg ing frau dulen t inducement and securities fraud in connection with the Investors ’ decision to invest $495,000 in predic tiv e tech nology. In their original petition , the Investors alleged that Guidewave is a privately owned company based in Indiana , founded by Bolle n in 2011 “ to monetize predictive technology he de veloped w hi le working at Indiana University. ” According to the Investors ’ peti tion, “ Guidewave ’ s te chnolo gy allegedly allows it to analyze data from social med ia to determine a global ‘ mood ’ that can predic t
tre nds or outcomes including, but not limited, t o financial markets, political elections, and major world event s. ”3

The Investo rs alleged causes of action for fraudulent inducement and securities fraud against Guidewave, Bollen, and Emery, stating that th e Gui dewave parties: jointly and severally represented, among other things, that: ( 1) Guidewave ’ s social media analy tics could m ake reliable and consistent predictions rega rdi ng movements in the financial markets, political elections, and major world event s; an d that ( 2) KPMG was going to be a 50% investor in Guidewave, which would make Guidewave a billion doll ar company ; and ( 3) t hat the [Investors] would earn a s ubstantial return on their investment. ” The Investors asserted that the Guidewave parties kno wingl y or recklessly made these material and false representations and that the Investors relied on the mis representations “ in t heir decision t o invest appro ximately $495,000.00, and

su ffered financial harm as a proximate cause of the false repr esentations

. ”
Th e Investors further alleged that Bollen and Emergy “ were the majority members and beneficial owners of Guidewave ” and “ [c] a used Gui dewave t o be used f or the p urpose of perpetrating and did perpetrate an actual fraud on [the Investors] for the direct p erso nal benefit of themse lves and are personally liable under the common law ” and Business Organizations C o de section s 101.002 and 21.223(b). And they al leged that because the Guidewave parties ’ “ conduct relates to the sale of a security, their fraudulent cond uct constitutes sec urities fraud. ”
T he Investors did not specifically i den tify any statemen ts by Bollen , ma de either directly or indirectly , that they relied upon. Nor did the they identify the4

nature of their inves t ment with Guidew a ve . It appears from the record that t he
Investors actually invested money in a third company

— Predictor Tech nol o gy Corp.

— but that company is not a party to th is lawsuit , and the Investors do not explain the relationship , if any, between P re dictor and Guidewave or Bollen . The
Inve stors allege d only that Guidewave at some point approved Emery ’ s transfer of

a portion of his own interest in Guidewave to them , without explaining when or how they paid for such a transfer

. Rather, the Invest ors allege d the following facts
i n support of the ir fr aud c laims:

• Eme ry “was not only an investor a nd company officer in G u idewa ve, but was authorized by Guidewave and [Bollen] to sol icit other i nvestors for the purpose of raising capital to fund Guidewave ’s operations. ”

• The Invest ors were contacted by Emery on Guidewav e ’s be half in Febr u ary 201 4 becaus e Emer y wanted them to inves t in Guidewave.

• Emer y “ made representations with a particular emphasis on Guidewave ’ s purported ability to predict movement s in financial markets ” and Bollen

“ conferred wit h [the Investors] about Guidewave ’ s tech nology and uses

. ” Emery “ for his own benefi t and that of Guidewave, secured signed buy/sell agreements with ” the Investors.

• T he Guidewave parties used “ sales tac tics ” tha t included sending the Investors Guidewave ’ s ne ws lett er, “ as well as hand

- p icked ‘ Guidewave Alerts ’ a nd ‘ Guidewave Indica tors of the Day, ’ which purported to show how closely Guidewave predicted market movements, but always after the predictions had come t r ue. ”

• Emery re presented “ that KP MG had expre ssed an interest in a c quiring as much as 50% of Guid e wave, which , according t o Mr. Emery, would ‘

. . . make [Guidewave] a billion dollar company. . . . ’ ”5

• Emery became Guid ew a v e ’ s chief operating officer with a 35 % ownership interest in June 2014 and “ imme diately agreed to sell a portion of his 35% in terest in ord er to help capital ize Gu idewave. ”

• Investors “ understood that their investment equ ated to a 9.9% ow nership interest in G uidewave ” col lectively and that their total investment was $495,000.

• “ In Ju ne 2014, the [ Investors] became suspicio us that something was amiss. More speci fically, by this time period, none of the [Investors] had received membership certifi cates or any other documentation showing th at they were members of Guidewave. This was parti cularly worrisome because several of the [Investors] had reached out to M r . Eme ry asking for such documentation

. Mr. Emery would always assure th ose who inquired that the documents would be forthcoming

. ”

• Eme ry resigned his position as Guidewave ’ s COO in D e cember 201 4

“ because he planned to form a hedge fund using Guidewave ’ s an aly tic s. ” Emery “ divested himself of his in terest in Guidewa ve ” by transferring his units to Bollen, “ ostensibly to avoid any appearan ce of a conflict of interest. ” Thus, Bollen beca me a 79.4% owner of Guidewave.

• “ To this day no ne of the [ Investors] ha s ever receive d any income or dividends from h is investment in Guidewave. Nor has any [Investor] received any tax returns, K

- 1s, bank statements or other forms of financial information that an ow ner would commonly rece ive. ” Boll en filed a s pec ial appearance that he supported with his sworn declaration . Bollen asserted that he is a resid ent of Indiana, does not maintain a

r esidence, office, or place of business in Texas, does not do busi ness in Texas, and is neither requi red to no r does he ac t ually maintain an agent for service of process
in Texas. Bollen further alleged that he does not “ own, rent, lease, or hold any other interest in any real or person al property located in the S tate of Texas ” ; he does not maintain any bank accou nts in Texas ; he do es not advert ise within Texas ;6

and he “ has never sued anyone in the state or federal courts in Texas and has only been sued once in Texas : in this lawsuit. ”
R egarding the specific allegations of the Investors, Bollen asserted that he di d not , “ in an indiv idual capacity , ” author ize Emery or anyone else “ to sol icit investors for the purpose of raising capital to fund [ Guid ewav e ’ s] o perations. ” Bollen acknowledge d that , in June 2014, Guidewave aut hori zed Emer y to sell a portion of the membe rs hip units o wned b y Emery himself , but neither Guidewave nor Bollen authorized Emery to make any misr epr es en tations, nor were they

“ aware of any s uch misrepresentations having been made by [Emery] or anyone else

. ” Bollen further alleged that he did not pe rsonally “ dir ect an y Guidewave

new sletters, ‘ Guidewave alerts ’ or ‘ Guidewave I ndic ators of the Day ’ ” to the
Investors , and he asserted that he had “ no recollection of having eve r met or spoken to ” the Investors , and he has never had any business of persona l dealings wi th the Investors

. Bo llen stated that “ it is possible that I participated in a web conference in

w hich one or more of the [Inve st ors] p articipated, but if I did , I h ave no

rec ollection of it ” and “ wou ld have attended any such we b conference fro m the
S tate o f Indi ana. ” Bollen stated in his specia l appearance that his “ only connection with the state of Texas are two trips to Texas in 2014 f or meetings with John Mauldin and representatives from KPMG [who are not parties to the underlying7

suit ] and one trip to T exas i n 2012 to speak at the Sou th by Southwest Conference in Austin. ” In thei r response to B ollen ’ s special appearance, the I nvestor s argued that Bollen has minimum contacts with Texas. They assert ed that he had the following contacts with Texas:

• “ Bollen di rected and participated in r ecru iting Texas investors

. ” He

“ made a presentation in an interactive web conference in February 2014, whi ch was intended to explain to several T exas residents [Guidewa ve ’ s ] predictive technology ” and that the Texas res idents in cluded Franke (one of the Invest ors in this suit) and two other Texas residents who are not parties to this suit.

• I n June 2014, Bolle n , “ as the majority owner of Guidewave, approved a motion to p ermit [Emery] to raise capital f o r Guide wave. ”

• In June or Ju ly 201 4, Emer y organized a trip to Houston during which

“ Bollen attended between si x (6) and twelve ( 12) meetings with a tot al of appr oximately twenty ( 20) potential investors includ ing , but not limited to KPMG, Glaw, and Casey, among others. ”

• Later in 2 014, B ollen “ issued or caused to be issued ownership certificates ” indicating that the Investors collectively owned 9.9% of Guidewave.

• “ Bollen personally engaged in marketing e ff orts by making n ational media appearances promoti n g both himself and his technology , ” in cluding an appearance on Fox News th at aired on February 2, 2015.
T he Investors also asserted that Bollen “ is a co ntrol pe rs on as defined ” in the Texas S ecuri ties Act , and they argued that “ personal jurisdiction may be found8

where a defendant takes p art i n any aspect of a tortious scheme tha t impacts Texas citizens, rega rdless of a defe nda nt ’ s other links to this S tate. ” The Investors also provided some evidence in support of their re sponse to Bollen ’ s plea to the jurisdiction. Emery made a declaratio n tha t he pa rticipated in an interactive w eb conference in February 2014 and that one purpose of the conference was to present t o the Investors “ how Guidewave ’ s technology could analyze so cial media . . . and then be used to make predictions about certain
event s. ” Emery stated that the web co nfere nce was attended by “ some of the Texas [Investors] ” in addition to other Texas residen ts who were “ evaluati ng Guidewave as a potential investment for themselves and /or their clients. ” Emery further declared that “ [s]ho rtly after t he Feb ruary 2014 conferen ce, the [Investors] invested in a company called Predictor Technology Corp. The [Inves tors ’ ] interest in Guidewave was acquired later in 2014. ” He stated that, in June or July 2014, Bollen came to Texas for a seri e s of meetings with “ potential investors an d/ or buyers of Guidewave , ” including K PMG and other individuals who are not par ties to this suit , and Emery stated, “ Any buyer ’ s acquisition of Gu idewave would have included a sale of Bollen ’ s individual interest in Guide wav e . ” Emery also declared that Bollen “ made multiple media ap pearances that reached viewers in Texas, and which promoted his technology , ” including but not limited to the F ebruary 2, 2015 interview on Fox N ews. Emery “ mentioned9

Bollen ’ s Fox News app earance i n an email sent to [some of the Inves t ors] on February 4, 2015. ” And Emery stated that “ Bollen used the interview as on e,
among many , efforts to create an individual media person a known as the Twitter
P r edictor. ” Emer y stated that in t he fall of 2 014, “ as the majority owner of Guidewave, [Bol len] personally app roved that the [Investors] wo uld receive a collective 9.9% owne rship interest in Guidewave ” tha t was transferred from
Emer y ’ s own interest in the company. The Investors also supplied the decl aratio n of Investor David Franke. He stated that he participated in the February 2014 interactive web conference , which
was atte nded by other Te xas residents who were not par ties to this suit. Franke and the other investors “ invested in a company called Pr edicto r Technology Corp ” shortly after the February 201 4 conference and then “ acqui red ” their interest in Guidewave “ later in 20 1 4. ” Franke f urther declared that Bollen met with people in Texas, but he did not allege that he personally met with Bollen. Rat her, F ranke stated, “ From my discussions wi th Rocky Emery, I understood that the purpose of the KPMG meeting was to see if K PMG would either buy Guidewave and its technology, invest in Gu idewave, or encourage one or more of its clients to invest in Guidewa ve. ” Franke further stated, “ I understand f rom Rocky Emery that other meetings occurred between Bollen and Texas residents, inc luding f urther discussions with10

KPMG , regarding possible in vestment in Guidewave. ” Franke also mentioned Bollen ’ s “ multiple medi a appe arances that reached viewers in Texas, and which promoted his technology. ” He specifically mention ed the February 2, 2015 interview on Fox Ne ws and stated that he and his fellow Inv estors “ learned of
B ollen ’ s interview from a Feb ruary 4, 2014 email t hat we re ceived from Rocky
Emer y. ” Frank e fu rther stated, “ In or about October 2014, R o cky Emery sent me information that appear ed to confirm tha t Bollen, as the majority owner of Guidewa ve, personally approved that the [Investors] would rec eive a collecti v e 9.9 % ownership interest in Guidewave. ” Th e attached email was sent on October 29, 2014 , from Emery, and co pied Bollen . I t sta ted , “ H ere are your certs and the agreement with IU and CAP Table as of 10 /29/201 4 [.] I will send operating agreements later. Tha nks for your patience and support as always.

. . . Will get originals of everything to you when we have lunc h again. Let me know some dates that work. ” The a ttached “ table ” of owner ship interest showed that t he transfer of

o wnership to the Investors was ma de from Emery ’ s interest in Guidewave. The emails also included Guidewave ’ s certificate of o rganization, articles of incorporati on, and “ LLC Membership Certificates ” in Guidewave for eac h Investor according to his percentage interes t in the company.11

The In vest ors also provided Guidewave ’ s “ special meeting minutes ” from the June 15, 2014 meeting in which Bollen , as “ the chairperson o f the meeting , ” conducted bu siness including hiring Emery as C OO in exchange for 35% of Guidewave ’ s membership units . The minut es als o reflected that Emery “ agreed to sell some of his units in order to c apitalize [Guidewave ]. ” And the minutes included a “ CA P TABLE AS OF 6/15/2014 ” reflecting the Investor s ’ inter est in Guidewave. These minutes were signed by Emery, but not by Bolle n. The Investors also provided special meeting minute s from the December 31, 201 4 meeting in which Emery stepped down from the Gui dewave Board and agreed to transfer his ownership intere st in Guidewave to Bollen. These minutes were signed by Emery and Boll en . Bo llen replied in support of his special appearance , pointing out that there

w ere no allegations that he personally had ever m et or d ealt with the Investors. He asserted : In fact, th e Investors did not invest in [Guidewave]. Rather, on February 2 6, 20 14 , th e [Inves tors] invested their money in a company called P redictor Technologies Corp. ( “Predictor ”). In this rega rd, the [Inve st ors] executed agreements for the purchase of shares in Predic tor in which they [ackno wledged that no statements, representat io ns, or warranties had been made or fu rnished t o them by the “ C ompany ” or a ny person acting on behalf of the “Comp any ” ] [and] [ e] ach of the agreements was addressed to Rocky and Julie Em ery and the funds were to be transmitted to the A ttorney Escrow accoun t of M intz & Faraade, P.C.12

Bol len asserted that the Investors ’ response to the special appear a nce

“ acknowledge [d] that their inve stments in February 2014 were in P redictor , ” not Guidewav e. Bollen further asserted that , although the Investo rs asserted and p rovid ed statements indicating that at least one of them participated in the Feb r uary 2014 web conference, they have not asserted or demonstrated that Bollen participated in that confere nce. He asserted that the Investors ple a d ed generally that Bollen made
mi s repre sentations to them in connection with their investment, but they failed to present evidence of any such misrepresentation a nd have “ wholly fai l[ed] t o articulate, in any way, th e factual basis for any claims against Bollen, inclu ding any claims for c o mmon law or securities fraud. ” Finally , Bollen argue d that the Investors did not provide any evidence of what Bollen allegedly s aid in his Feb ru ary 2015 Fox N e ws interview “ or how wh at he said could have impacted their decision to make financial investmen t s [in ] 2014. ” B ollen attached four purchase agreements between individual Investors and E mery to purchase shares in Predic tor Te ch nolog ies Co rp. These agreements indicated that four of the Investors paid a total of $250,000 for the P redictor stock. There w as no evidence from any

source , nor even any p leadings, indicating with whom or for what consideration the re maining all eged inv estments occurre d. Nothing in the pleadings or evidenc e13

explains the nature of the relationship, if any, between Predictor and B ollen or Guide wave. The trial c ourt granted Bollen ’ s special appear ance and dismissed all of the claims against Bollen. The tri al court subse quently signed findings of fact and

conc lusions of law that Bollen is a resident of Indiana and has not had any dealings
or cont act s with Texas ex cept for two tr ips to Texas in 201 4 for meetin gs with third parties and a meeting in 2012 t o spe ak at a confer ence in Austin. The trial court found th at Bollen “ did not personally direct any Guidewave new sletter s ” or other co mmunications to the Investors a nd that “ Bollen has never had any business or personal dealings with any of the [Investors]. ” Th e trial court also found that the Investors did not in vest in Guidewave but instead “ executed agreements for the purchase of shares in P red ictor.

. . . ” The trial court further found that, “ [a] lthough the [In vestors] allege to have participated in a web conference re lated to [Guidewave] in Februar y 2014, they have not alleged that Bollen also participated in that web conference ” and that the “ record does not c ont ain evidence regarding the subs tance ” of Bollen ’ s February 2, 2015 interview with Fox News. S pecial Appear a nce The In vestors argue on appeal that the trial co urt erred in granting Bollen ’ s special appearance given Bollen ’ s “ contacts wi th the State of Te xas in connection14

with the sale of sec urities to Texas residents ” and Bollen ’ s “ status as a cont rol person of an entity which engaged in securities frau d in Texas. ” A. Standard of Review Whether a court can exercise personal jurisdiction ove r a nonresident de fendant is a question of law, and thus we review de novo the trial court’s ruling

on a sp ecial appearan ce. Kelly v. Gen. Interio r Constr., Inc. , 301 S.W. 3d 653, 657 (Tex. 2010) ; Moki Mac River Expeditions v. Drugg , 221 S.W.3d 569, 574 (Tex. 2007) . H owever, the trial court frequently must resolve questions of fact before deciding the jurisdicti on question. B MC Software Belg., N.V. v . Marchand , 83 S.W.3d 789 , 794 (Tex. 2002)

.

“ If a trial court enters an order denying a special appear ance, and the tria l court issues findings of fact and conclusions of law, the appellant may challenge the fact fin dings on legal and factual sufficiency grounds , ” a nd the c ourt m ay

re view fact findings for both legal and factual sufficiency. Id. We revi ew a trial
court ’ s conclusions of law as a legal question , and, while an appellant may not challenge a trial court 's conclusions of law for factual insuf ficiency , we may nevertheles s review the trial court ’ s legal conclusions drawn from the facts to determ ine their correctn ess. Id. If we determine t hat a conclusion of law is erroneous, but the trial court rendered the proper ruling , the erroneous con clus ion of law does not require re versal. I d.15

T exas courts may exercise personal jurisdiction over a nonre sident if the long

- arm statute authorizes it, co nsistent with federal and state constitutional due

process guarant ees. Moncrief Oil Int'l Inc. v. OAO Gazprom , 414 S.W.3d 142, 149 (Tex . 2013)

. The long

- arm statute permits Texas courts to exercise juri sdicti on over a nonresid ent defendant that “does business” in Texas, and it provides a non

exhaustive lis t of activities that constitu te “doing business,” including committing a tort “in wh ole or in part” in Texas. See T EX
. C IV
. P RAC
. & R EM
. C ODE § 17.042(2) ; BM C Software , 83 S.W .3d at 795

. Personal jurisdiction over a nonresident is consistent with due process when the non resident has e stablished minimum contacts with the forum state and th e exercise of jurisdiction comports with traditional notions of fair p lay and substantial j ustice. Moki Mac , 221 S.W.3d at 575 . In most ca ses, the exercise of jurisdiction over a nonresid ent defendant will not conflict with notions of fair play and substan tial justice if the nonresident has minimum contacts with the foru m. Monc rief Oil , 414 S.W

. 3d at 154

– 55

. “A defendant establishes minimum contacts with a state when it

‘ purposefully avail s itself of th e privilege of conducting activities wit hin the forum

s tate, thus invoking the benefits and protections of its laws.’ ” Retamco O perating,
Inc. v. Republic Drilling Co. , 278 S.W.3d 333, 338 (Tex. 2009) (quoting Hanson v. Denckla , 357 U.S. 235, 253 (1958) )

. The Texas Supreme Court has identified th ree distinct a spects of the “purposeful availment” requirement. First, only the16

defenda nt’s contacts with the forum are relevan t, because a nonresident should not be called to court in a jurisdiction solely as a result o f the unilateral activity of another part y. Michia na Easy Livin' Country, Inc. v. Holten , 168 S.W.3d 777, 785 (Tex. 2005 )

. Secon d, the defendant’s acts must be purposeful, as opposed to random, isolated, or fortuitous. I d. Third, the defendan t must seek so me benefit, advantage, or prof

i t by availing itsel f of the jurisdiction. Id. A defendant’s contacts can vest a court with either specific or gener al jurisdiction. BMC Software , 83 S.W.3d at 795

. Specific jurisdiction requires that the claims at issue a rise from or relate to the defendant’s purposeful cont a cts with
Texas. Kelly , 301 S.W.3d at 658 . General jurisdiction, on the other h and, is predicated on the defendant’s “continuous and systematic” contacts that render it “essentially at home in the forum Stat e ,” irrespective of whether its alleged liability arises from those contacts. TV A zteca v. Ruiz , 490 S.W.3d 29, 37 (Tex. 2016) ( quoting Daimler AG v. Bauman , 571 U.S. 117 (2014) ). When a defendant challenges the exercise of personal jurisdic tion in a
spec ial appearance, the plaintiff and the defendant b ear shifting burdens. Kelly , 301 S.W.3d at 658

. The initial burden is on the pl aintiff to plead s ufficient allegations to establish jurisdiction over the defendant. Id. After the plaintiff meet s its initial burden, the burden shifts to the defendant to neg ate all bases of jurisdiction alleged by the plai ntiff. Id.17

The defendant can negate jurisdictio n on either a factual or a legal basis. Id. at 659. To negate jurisdiction on a factual basis, t he defendant c an “present evidence that it has no contacts with Texas, effectively disproving the plaintiff’s allegations.” I

d. Alternatively, the defendant can negate juri sdiction on a legal basis by showing that “even if the plaintiff’s alleged facts are true,” (1) th e evidence is legally insufficient to establish j urisdiction; (2) the defendant’s contacts with Texas do not amount to purposefu l ava ilment; (3) f or specific jurisdiction, the plaintiff’s claims do not arise from the defendant’s contacts; or (4) the exerci se of jurisdiction would offend traditional notio ns of fair play and substantial justice. I

d.
B. General Jurisdiction “[G]eneral j urisdiction is o nl y p resent when a defendant not only has continuous and systematic contacts with the forum state, but also has these kinds of contacts to such an extent that th ey render it essentially at home in that state.”
Sear cy v. Parex Res., Inc. , 49 6 S.W.3d 58, 72

– 73 (Tex. 2016) ; Ruiz , 490 S.W.3d at 37

. Because general jurisdiction permits a court to exercise p ersonal jurisd i ction over a nonresident for claims not directly linked to his contacts with the state, a general jurisdiction inquiry requires a more demanding minimum

- contacts analysis with a “substantially higher threshold.” PHC

- Minden, L.P. v. Kimberly

- Clark Corp. , 2 35 S.W. 3d 163, 168 (Tex. 2007)

.18

The Investors hav e not provided any pleadings or evidence in dicating that Bollen can be con sidered “ ess ential ly at h ome ” in Texas. The unc ontroverted evidence indicated that Bollen is an Indiana resident w ho owns no pro perty in Texas and has only traveled to Texas on three occasions

. They have not ple a d ed that Bollen individually does bu siness regu larly in Texas or that he maintains any kind of office or presence in the state. The Investors alleged generally t hat Bollen
app roved Emer y ’s acts in Texas, but Emery ’s act ion s on his own be half or on behalf of Guidewave cannot constitute contacts between Bollen and Texas. Se e Michiana , 168 S.W.3d at 785 ( only defendant’s contacts with forum are relevan t because nonresi dent should not be called to court in jurisdiction solely as re sult of unilateral activity of another part y ) ; Citrin Holdings, LLC v. Minni s , 305 S.W.3d 269, 279 (Tex. App.

–

– Houston [14th Dist.] 2009, no pet.) (“When there are multiple defendants, the cont acts of eac h defendant must be analyzed individually.”) (c iting Calder v. Jones , 465 U.S. 783, 790 (1984) ). Furthermore, the Investors did not provide any inf ormation regarding Bollen ’s, Emery ’s, or Guidewave ’s activities in their entir ety to place a ny contacts with Texas in th e proper context. “[W]ithout evidence abo ut the fu ll nature of [defendant ]’s business and contacts with Texas a s compared to other for ums, the record does not support the exercise of general jurisdiction based on the presence of a s ingle e mployee in Texas.” Bautista v. Trinidad Drilling Ltd. , 484 S.W.3d19

491, 503 (Tex. App.

— Houston [1st Dist.] 2016, no pet.) ; see al so Brenham Oil & Gas, I n c. v. TGS

- NOPEC Geophysical Co. , 472 S.W.3d 744, 759 (Tex. App.

— Houston [1st Dist.] 2015, no pet. ) (“Occ asional travel to Texas is insufficient by itself to estab lish continuous and systematic contact s with the state.”); DENSO Corp. v. Hall , 396 S.W.3d 681 , 693

– 94 (Tex. App.

— Houston [14th Dist.] 2013, no pet.) ( trips to Texas by foreign corporation per sonnel over ten

- year period did not support general jurisdiction because evid ence did not establish general business presence).
Because the Investors ’ allegat ions and the evidence do not support a finding that Bollen ’ s contacts with Texas were so su bstanti al that he was “essentially at home” in Texas, we conclude that Bollen satisfie d his burden to negate general jurisdiction on a legal basis. See Kelly , 301 S.W.3d at 659

. C. Specific Jurisdiction For a Texas court to exercise specific jurisdiction over Bollen , two th ings are required: Bollen ’ s Texas contacts must have bee n purposeful, and the Investors ’ claims for fraud ulent inducement and se curities fra ud must ari se from those
contacts

. Se e Old Republic Nat ’ l Title Ins. Co. v. Bell , 549 S.W .3d 550, 559 (Tex.
2 018) ; M ichiana , 168 S.W.3d at 795

. Our analysis centers on Boll en ’ s acti ons and choices to enter the S tate of Texas and conduct business, as oppo sed to his contacts with Texas residents. Se e20

Old Repub lic , 549 S.W.3d at 561 (“[A] proper minimum

- contacts analysis looks to the defendant’s contacts with the forum state it se lf, not the defendant’s contacts with persons who reside there.”); Searcy , 496 S.W .3d at 76 (“[T]he proper focu s is on the quality of t he defendant’s contacts with the forum, as opposed to the residence of the plaintiff.”). In other words, we consider on ly Bollen ’ s contacts resulting from his own “efforts to avail [himself] of the foru m.” Ruiz , 490 S.W.3d
at 38 (quoting Moki Mac , 221 S.W.3d at 576 )

. The record does not contain evidence of a ny Texas conta ct by Bollen that could give rise to the Investors ’ claims for fraudulent ind ucement or securities fraud. Se e Old Republic , 549 S.W.3d at 561 ; Searcy , 496 S.W .3d at 76

. There is no indication that Bollen made an y representations to the Investors before their
Fe bruary 2014 investment with Predictor. There is no evidence of any relationship between Bollen individually and Predictor. There is no evidence th at the Investors paid any money to Bollen pers onally or that Bollen benefi tted

— either persona lly

or as a pr i ncipal of Guidewave

— from any payments that the Investors made to
P redictor through Emery. The Investors point to their e vi dence r eg arding the F ebruary 2014 interactive

w eb conference . They argue that the declarations of Emery and Franke unde rmine Bollen ’ s assertion s that there is no evidence t hat he participated in the web conf erence and that there is no evidence of the con tent of the web conferen ce. But21

nothing in either Emery ’ s o r F ra nke ’ s declaration indicated that Bollen himself participat ed in the w eb conference. Franke ’ s declaration stated, I particip ated in an interactive W ebEx conference. One purpose of the web conf erence, among others, wa s to present to the [Investors] how Guidewave ’s technology cou ld analyze social media, such as Twi tter an d Fa ceb ook, and then be used to make predictions about certain events, including, but not limited to, the financial markets, po litics, and major wor ld events. . . . The persons from Texas who attended the F ebruary 201 4 web conference included not only some o f t he Texas [ Investors], but othe r Texas residents [who are not parties to this lawsuit] . I understood that the [th ird part ies] were evaluating Gui dewave as a potenti al investment for themselves and/ or their clients. Emery ’ s statement on t his is sue was sub sta ntively identi cal. Nothing in either statement asserts that Bollen participated in the conference. Neither statement ide ntifie s any misrepresent ation by Bollen or other action that could have contributed to the Investors ’ subsequen t decision t o invest in P redictor. Furthermore, el ectronically transmitting a n allegedly fraudulent or negligent misrepresentation to a Texas resi dent does not constitute the comm ission of a tort in Texas and therefore does not establish specific jurisdiction. 11500 Space Ctr. , L. L.C. v. Private Capital Grp., Inc. , 577 S.W.3d 322, 33 1

– 32 (Tex. App.

— Houston [1st Dist.] 2019, no pet.); c f. Michian a , 168 S.W.3d at 791 (“[ C]hanges in technology have made reliance on phone calls obsolete as proof of purpos eful availment .” ); Chameli v. F la. Gas Transmission Co. LLC , No. 01

- 17

- 00823

- CV, 2018 WL 3059732, at *6 (Tex. App.

— Houston [1st Dist.] June 21, 2018 , no pet.)22

(mem. op.) ( defendant’s email and phone communications, including alleged

m isrepresentation, to plaintiffs in Texas did not alon e constitute minimum contacts); Majors Mgmt., LLC v. Price & Co. , No. 09

- 17

- 00063

- CV, 2018 WL 771008, at *7

– 8 (Tex. App.

— Be aumont Feb. 8, 2018, no pet.) (mem. op.) (no purposeful availment where all of nonresident defendant’s contacts with plai ntiff
were t hr ough telephone calls, ema il messages, and wire transfers ) ; Hatzenbuehler v. Essig , 526 S.W.3d 657, 665 (Tex. App.

— Houston [1st Dist.] 2017, no
p et.) (telephone calls and emails alleged to contain misrepresentations were “not sufficient to est ablish that [d efendant’s] alleged tortious acts were directed to
Texas ” because “[t]he Supreme Court of Texas has specifically rejecte d telephone calls, with out more, as a basis for establishing personal jurisdiction based on a tort committed in the state ”)

. The Inves t ors also point to the meetin gs between Bollen and Texas residents in June and July 2014. Nothing in the record indi cates that Bollen met with any of the Investors who are a party to this suit. Nothing indicates that Bollen ever made
any represen tations to the Investors about his meeting with KPMG or other investors. The In vestors do not cite any fa cts indicating how Bollen ’ s me etings with third parti es

—

meetings that occurred months after the Investors paid Emery for shares of Predictor

— formed the basis of this suit. “[F]or a nonresident
defendant ’ s forum contacts to support an exercise of specific jurisdiction, there23

must be a s ubstantial connection between tho se contacts and the operative facts of the litigation.” Moki Mac , 221 S.W.3d at 585 . The Investors hav e not shown any connection between Bollen ’ s 2014 meetings and the operative facts of this litigation. See id. The Investo rs also asserte d th at Bollen issued or caused to be issued ownership certificates in di cating the transfer of some of Emery ’ s inter e st i n Guidewave to the In vestor s , thus giving the Investors a 9.9% interest in Guidewave. Nothing in the pleadings or eviden ce , however , in dicates that the
Invest ors paid money to Guidewave in connection with th is transfer. Nothing in the pleadings or evid enc e indicates that Bollen him self received a benefit from this transfer or that Bollen availed himself of doing bu siness in Texas by approving the transfer

. See Retamco Operating , 278 S.W.3d at 338 (de fendant establish es

m inimum contacts with forum state by “ purposefully a vail[ing] itself of the privilege of conducting activities within the forum state, thus invoking the benef its and protections of its l aw s ” ); Mic hiana , 16 8 S.W.3d at 785 (contacts mu st be purposeful, as oppo sed to rand om, isolated, or fort ui t ous , and defendant must seek some benefit, advantage , or profit by avail ing itself of forum state ’ s jurisdi ction)

. The rec ord de mo nstrates only that the Investors paid Emery in connection with a company called Predictor, and Emery later transferred some of his inter est in Guidewave with approval from Guidewave ’ s boar d, on which Bollen serves.24

Likew ise, t here are no pleadings or explanation of how this transac tion gave rise to the Inves tors ’ claims for frau dulent inducement or f raud in connection with a s ale of securities against Bollen

. See Kelly , 301 S.W.3d at 659 ( specific jurisdiction requires that claims at issue arise fro m or relate to defendant ’ s purposeful contacts with Texas). Finally, t he Investors point to Bollen ’ s “ multiple media appearances ” b ut specific ally mention only the Febr uary 2, 201 5 appearance on Fox N ews to discuss his technology ’ s ability to predict terr or attac ks. They argue that these appearances

reac hed Texas residents, including the Investors themselves

. Franke ’ s declaration indi cat es that he was made aware of the appearance two days after it occurred when Emery forwarded a link to the interview by e mail two days later. Again, however, the Investors have not shown any connection between this purported contact and the operative fac ts of this litigation. N othing in the pleadings or evidence ide ntified any particular statement made by Bollen during th is presentation that could support the Investors ’ fra ud claims, and there is no explanation for how Bollen ’ s 2015 interview could have f ra ud ulently induced the
Investors to invest in Predictor in the previous months. S ee id.
T he Investors have not poin ted to any contacts between Bollen and Texas that co uld form the basis of their fraudulent inducement or securities fraud claims.
See O ld R epublic , 549 S.W.3d at 561 ; Searcy , 496 S.W .3d at 76

. Accordingly, the25

trial court properly concluded that it could n ot exercise specific jurisdiction over Bollen

. Kelly , 301 S.W.3d at 659 (defendant can negate jurisdiction on legal basis by showing th at e ven if p laintiff’s alleged facts are true, defendant’s contacts wit h Texas do not amount to purposeful availment). Co nclusion We sustain the trial court ’ s grant of Bollen ’ s plea to the jurisdiction.

Richard Hightower J ustice Panel cons ists of Justices Kelly, Hightower, and Countiss.