Background
Savanna Drilling provided oil-and-gas-related goods and services in Texas to Ruckus Energy Operating LLC. After Ruckus Operating failed to pay, Savanna obtained a judgment against it. While Ruckus Operating and affiliated Ruckus Energy Resources LLC had forfeited their Texas corporate privileges, the companies entered a forbearance agreement to pay Savanna $1,169,683 in installments. Ariella Fuchs, a New York resident and the companies’ president and general counsel, signed that agreement in a representative capacity.
When the companies did not pay under the agreement, Savanna sued them and Fuchs. Its sole individual claim against Fuchs sought officer liability for the corporate debt under Texas Tax Code Sections 171.252 and 171.255. Fuchs filed a special appearance, asserting she had not personally conducted business in Texas, owned no Texas property, and maintained no Texas office or bank account. The trial court denied the special appearance and later granted summary judgment against Fuchs and the corporate defendants.
The Court’s Holding
The Eleventh Court of Appeals reversed and rendered judgment dismissing Savanna’s claims against Fuchs for want of personal jurisdiction. Savanna did not plead facts showing that Fuchs herself, rather than the Ruckus entities, purposefully availed herself of conducting activities in Texas or that its forfeiture-liability claim substantially related to her individual Texas contacts.
Fuchs’s isolated signing of the forbearance agreement on behalf of the companies did not establish specific jurisdiction. Nor did the agreement’s forum-selection clause bind her individually where she was not a party and signed only as an agent. The court also held that Tax Code Section 171.255 creates potential substantive liability for corporate officers and directors but is not an independent basis for personal jurisdiction over a nonresident.
Key Takeaways
- Jurisdictional facts supporting a special-appearance response must be pleaded in the plaintiff’s petition; allegations raised only in a response are insufficient.
- A corporate officer’s representative execution of an agreement does not alone create personal jurisdiction over that officer.
- Texas franchise-tax forfeiture liability under Section 171.255 does not itself constitute consent to Texas jurisdiction.
Why It Matters
The decision reinforces the distinction between a corporation’s Texas contacts and those of its nonresident officers. Plaintiffs pursuing Texas Tax Code forfeiture claims against individual officers must establish ordinary constitutional minimum contacts; potential statutory liability alone will not bring a nonresident into a Texas court.
It also emphasizes the importance of pleading jurisdictional facts in the operative petition, rather than attempting to supply a new jurisdictional theory through evidence or argument in response to a special appearance.