Utah Valley University v. Western Athletic Conference, Inc.

In the Court of Appeals Second Appellate District of Texas at Fort Worth ___________________________ No. 02-26-00235-CV ___________________________ UTAH VALLEY UNIVERSITY, Appellant V. WESTERN ATHLETIC CONFERENCE, INC., Appellee On Appeal from the 17th District Court Tarrant County, Texas Trial Court No. 017-374251-26 Before Birdwell, Bassel, and Womack, JJ. Memorandum Opinion by Justice Bassel  MEMORANDUM OPINION I. Introduction In a single issue, Appellant Utah Valley University (UVU) challenges an order denying its amended special appearance, arguing that the trial court erred because (1) UVU and Appellee Western Athletic Conference, Inc. (the WAC) had agreed that UVU’s participation in the WAC would not cause UVU to be subject to personal jurisdiction in Texas and (2), in any event, the WAC’s jurisdictional allegations are not sufficient to support the exercise of personal jurisdiction over UVU in Texas courts. Based on the plain—but unique—language of the bylaw that the parties agreed to have govern disputes involving member institutions that are state or federal government agencies, like UVU, we hold that UVU is not subject to personal jurisdiction in Texas and that, in view of the bylaw provision, the WAC has not pleaded jurisdictional facts sufficient to support the exercise of personal jurisdiction over UVU in Texas. We therefore reverse the trial court’s order denying UVU’s amended special appearance, and we render judgment dismissing the WAC’s claims against UVU for want of personal jurisdiction. 2  II. Background1 A. We explain who the parties are and when UVU joined the WAC. The WAC is an athletic conference offering Division I athletic competition and opportunities for member institutions and their associated administrators, student- athletes, and coaches. The WAC provides student-athletes of member institutions the chance to travel to scenic destinations and gain exposure in some of the nation’s most diverse markets and largest metropolitan cities while competing in high-level intercollegiate competition. The WAC has an agreement with its member institutions that is documented through its Bylaws. The Bylaws set forth the relationship among the conference and its member institutions and provides for a governance structure for the conference. The Bylaws allowed each member institution in good standing and each incoming member institution to appoint one representative to the Board of Directors. UVU is the largest public university in the State of Utah and is governed under the Utah System of Higher Education. UVU has a primary place of business located at 800 W. University Parkway, Orem, Utah 84058. UVU has no place of business in Texas; it has no employees in Texas; and it conducts no internal affairs activities in Texas. Nor does it own, lease, or possess any real property in Texas. On October 1, 2012, the WAC extended a formal invitation of membership to UVU to join the WAC. UVU officially joined the WAC on July 1, 2013. 1 For purposes of setting forth the background, we borrow portions of the WAC’s first amended petition, UVU’s amended special appearance, and the WAC’s response to UVU’s amended special appearance. 3  B. The WAC moved to Texas. During the WAC’s June 2022 board meeting, the Board unanimously approved relocating its principal place of business from Denver, Colorado, to Arlington, Texas. The WAC officially moved to Texas and began operations in Texas on October 27, 2022. C. The WAC members signed a commitment agreement. According to UVU, “[f]ollowing concerns regarding member institutions leaving the WAC en masse for other conferences, all [the] WAC member institutions (including UVU) and the WAC entered into a commitment agreement, dated June 21, 2024 (the []Commitment Agreement[]).” Pursuant to the Commitment Agreement, the member institutions and the WAC agreed that the institutions would retain their membership for two years, and the WAC promised to pay current members who fulfilled the two-year commitment “membership retention funding” in the cumulative amount of $5.6 million in addition to the “standard revenue distributions” payable under the Bylaws. The Commitment Agreement further stated that “[s]hould progress not be made on significant membership additions or a partnership agreement, members who choose to leave for another conference after June 30, 2026[,] could participate in a planned orderly exit from the WAC, which would include reduced and/or waived exit fees.” 4  In October 2024, the WAC’s Board voted to approve an update to the Bylaws to reflect that the WAC operates under the laws of Texas and to attach the June 21, 2024 Commitment Agreement to the Bylaws as an addendum. In March 2025, the Board voted to rescind the Commitment Agreement. UVU abstained from the vote because its president was not in attendance. D. UVU gave notice of its exit from the WAC. On June 9, 2025, UVU gave the WAC written notice that it had “accepted an invitation to join the Big West Conference effective July 1, 2026,” and that it was withdrawing from the WAC effective June 30, 2026. The exit notice stated that it was being filed before the notification date of June 30, 2025, and that it “therefore complie[d] with the requirements set forth in Article II[,] Section 9 of the Bylaws.” The exit notice further stated that “[g]iven UVU’s adherence to [the] WAC [B]ylaws and the 2024 [C]ommitment [Agreement], UVU expect[ed] that the WAC w[ould] not seek exit fees from UVU.” The WAC’s commissioner confirmed in writing her receipt of UVU’s exit notice and reminded UVU of the exit-fee requirement: Article II, Section 9(a)(1) of the Bylaws . . . provides that a “Withdrawing Member Institution” that provides “proper notification” shall pay the WAC an exit fee of $1,000,000.00. The exit fee is due on or before January 31, 2026. It is important to note, that UVU must still pay to the WAC all other conference fees including yearly dues, assessments, or other fees and payments through June 30, 2026. 5 The commissioner explained that the Commitment Agreement had been rescinded by a Board vote on March 12, 2025. UVU responded that it would not pay the exit fee. UVU explained that it had relied on the Commitment Agreement; that it had remained in the WAC through June 30, 2026; and that it was therefore entitled to the Commitment Agreement’s promise of a “planned orderly exit from the WAC, which would include reduced and/or waived exit fees.” UVU further stated that the exit fee constituted an unreasonable penalty. E. The WAC filed suit in Texas, and UVU responded by filing a special appearance. Two days after the deadline lapsed for UVU to pay the exit fee, the WAC filed suit. The WAC alleged a breach-of-contract cause of action for UVU’s failure to pay the “contractually obligated exit fee . . . and other fees consistent with the law.” The WAC also sought declaratory relief and requested the following declarations: 1. The Bylaws constitute a contract between a member institution, UVU, and an athletic conference, the WAC. 2. In accordance with Article II, Section 9(a)(1) of the Bylaws, [UVU] was required to pay the exit fee of $1,000,000.00 on or before January 31, 2026. 3. The exit fee set forth in Article II, Section 9(a)(1) of the Bylaws is not a penalty. 4. The exit fee set forth in Article II, Section 9(a)(1) of the Bylaws is a contractual obligation of [UVU]. 6  5. [UVU] violated and/or breached Article II, Section 9(a)(1) of the Bylaws. 6. In accordance with Article II, Section 9(a)(4)(i) of the Bylaws, [the WAC] is entitled to withhold from [UVU] and retain all distributions received, generated, deposited[,] or accrued from any source. 7. In accordance with Article II, Section 9(a)(4)(i) of the Bylaws, [UVU] is not entitled to receive any distributions received, generated, deposited[,] or accrued from any source. 8. The withholding and retention of all distributions received, generated, [d]eposited[,] or accrued from any source is not a penalty. 9. In accordance with Article II, Section 6(a) of the Bylaws, [UVU] is no longer a member institution in good standing as a result of a “violation of the . . . payment requirements of Article II, Section 9.” 10. [UVU] is not a member in good standing of the WAC. 11. In accordance with Article II, Section 6(c) of the Bylaws, [UVU] is “ineligible” to 1) “Receive any distribution of Conference revenues from any contract, agreement[,] or source (including Conference NCAA distributions)[”;] 2) “Attend, participate, observe[,] or vote in any Board of Directors, Athletic Directors Committee[,] or any other Conference governance meeting, or hold any Conference office[”;] 3) “Represent the Conference in any NCAA or other non-Conference committee or other forums[”;] 4) “Participate in Conference Championships or Tournaments or represent the Conference in any NCAA championships[”;] 5) “Appear on any Conference-sponsored television, radio[,] or other media package[”;] and 6) “Have its student-athletes or coaches be eligible for any Conference awards of any kind.” 12. [And UVU] violated and/or breached Article II, Section 6(a) of the Bylaws. UVU responded by filing a special appearance and, subject thereto, an original answer. UVU argued that the trial court has no general personal jurisdiction over it because as a public university in Utah it cannot be considered at home in Texas; that 7 the trial court has no specific personal jurisdiction over it because the WAC cannot establish that UVU purposefully availed itself of conducting activities in Texas or that the WAC’s cause of action arises out of specific purposeful activities of UVU in Texas; and that exercising personal jurisdiction over it would offend the notions of fair play and substantial justice. Specifically, UVU noted that the WAC’s pleaded allegations—“there is jurisdiction over UVU in Texas because UVU is a member of the WAC[;] participated in the governance and oversight of the WAC in Texas[;] entered into a contract with the WAC[;] recruits athletes and employees in Texas[;] and ‘conducts business activities’ in Texas, such as participation in athletic competition”—were insufficient to create jurisdiction over UVU for multiple reasons. The WAC then filed its first amended petition and set forth the following jurisdictional facts, claiming that they “independently and collectively establish minimum contacts and a substantial connection to the claims asserted”: • UVU student-athletes and teams have competed in Texas at [sic] 223 times over the 12-year period it has been a member of the WAC; • Those 223 competitions span 543 days spent in the State of Texas, amounting to 1 year, 5 months, and 24 days, or roughly the equivalent of a year and a half, in Texas; • Accordingly, UVU has spent about an eighth of its time as a member of the WAC physically present in the State of Texas; • UVU currently has seven (7) student-athletes from the State of Texas and has had 45 such athletes since it joined the WAC. Those athletes were recruited in Texas; 8 • UVU representatives have physically attended meetings of the WAC Board of Directors in Texas; • UVU representatives have remotely attended meetings of the WAC Board of Directors and committees administered from Texas; • UVU representatives, such as the Athletic Director, President, and Senior Woman Administrators, have engaged in continual communications regarding WAC governance and operations directed to WAC staff who are located in Texas; • UVU President Astrid Tuminez seconded the motion to move the WAC’s principal place of business to Texas;  The relocation proposal presented to the Board of Directors noted relocation would include bringing future conference championship events to Arlington, Texas, conducting Board of Directors meetings in Arlington, Texas, and engaging in Arlington, Texas-centered marketing for the new WAC headquarters; • The June 3–4, 2024 Board of Directors in-person meeting at which the Board members agreed to make a “statement of commitment to the WAC for the next two years” took place in Arlington, Texas; • Since UVU joined the WAC, its representatives have served on approximately [sic] numerous committees, many of which were administered from Texas since October 2022; • UVU was a member institution of the WAC and participated in competition, governance, meetings, and oversight of the WAC in Texas; • Through the 2025–26 academic year, UVU will have competed and participated in 223 events and competitions in Texas during its membership; • Through the 2025–26 academic year, UVU participated in events and competitions in Texas spanning approximately 543 days; 9 • UVU, through its Board representative, attended WAC Board meetings in Texas; • UVU, through its representatives, attended WAC committee meetings in Texas; • UVU demanded that the WAC enforce the Bylaws as and against withdrawing Texas institutions including Lamar University, Sam Houston State University, Stephen F. Austin State University, [and] University of Texas[] Rio Grande Valley[,] as well as other universities including Grand Canyon University, Seattle University, and New Mexico State University. In fact, when Stephen F. Austin State University argued against paying the exit fee under the same [B]ylaws, UVU’s President stated that Stephen F. Austin State University lacked “integrity[”]; • UVU accepted distributions that would have otherwise gone to withdrawing members from Texas; • UVU recruited athletes and coaches in Texas; • UVU contracted with the WAC, a Texas nonprofit corporation, and principal place of business in Arlington, Texas; • The meeting to discuss the “letter is to serve as a joint statement from the WAC Board of Directors” dated June 21, 2024[,] was discussed and introduced as a “blood oath” by UVU’s President at a Board meeting in Arlington, Texas[,] on June 3–4, 2024; • The WAC’s principal place of business since October 27, 2022[,] and approved by the Board of the WAC on June 6, 2022[,] is Texas; • UVU’s President served as the Vice Chair of the Board of Directors of the WAC during the 2021–22 academic year, Chair of the Board of Directors of the WAC during the 2022–23 academic year, and Past Chair of the Board of Directors of the WAC during the 2023–24 academic year, which indicates the last two academic years in Texas; and 10  • UVU’s representatives, including President, Vice President, Athletics Director, Senior Woman Administrator, Faculty Athletics Representative, and student-athletes, served on, including but not limited to, the Board, the Board Executive Committee, Council, Athletic Directors Committee, Faculty Athletic Representatives Committee, Compliance and Governance Committee, Medical Advisory Committee, Sports Management Committee, Academic Committee, Championships Committee, Game Management Committee, Gender Equity and Issues Committee, Ineligible Participation Committee, Legislation Committee, Officiating Committee, Sponsorship Committee, Academic Committee, Academic/Governance Committee, Finance Committee, and Student-Athlete Advisory Committee (also known as SAAC) that govern the WAC as set forth in the Western Athletic Conference Bylaws and associated and additional codes and policies. UVU responded by filing its amended special appearance in which it reiterated its arguments regarding why jurisdiction was not proper and relied on a specific Bylaw, arguing that Article [14], Section 2 of the WAC’s [B]ylaws—the very [B]ylaws that the WAC purports to enforce in this litigation—make clear that UVU is not subject to this [c]ourt’s jurisdiction merely because UVU participates in the conference or approves of the conference’s corporate documents (including the [B]ylaws): By participating in the Conference and approving the Conference’s corporate documents, those Member Institutions that are state or federal governmental agencies do not and shall not be deemed to, expressly or impliedly, waive the sovereign immunity (including, but not limited to, Eleventh Amendment immunity under the United States Constitution) of their respective governments,[2] and shall not be deemed to consent to According to the WAC, “sovereign[-]immunity protection does not apply to 2 UVU because the Utah legislature [has] specifically waived the sovereign immunity of governmental entities in contract disputes. See Utah Code § 63G-7-301(1)(a).” UVU, 11  suit or to consent to the jurisdiction of the [S]tate of Texas or any other state in which the Conference is located or to the jurisdiction of their courts. [Emphases added.] UVU argued that “[t]he WAC would have th[e c]ourt ignore everything after the ‘and’ and render its clear language about ‘jurisdiction in the [S]tate of Texas’ meaningless, in contravention of the law of contractual interpretation.” The WAC filed a response to UVU’s amended special appearance. The WAC relied heavily on UVU’s participation in athletic events and competitions in Texas, reiterating its same list of alleged contacts. The WAC’s response states that “[t]his case is about enforcing the [WAC Bylaws] consistently with the express language of the Bylaws,” but it claims that the Bylaw that UVU relies on disclaims only consent to jurisdiction and that the Bylaw “does not and cannot negate jurisdiction where, as here, UVU’s own conduct establishes sufficient minimum contacts with Texas.” F. UVU sought relief in Utah. In addition to filing suit in Texas, the WAC announced that it would exclude UVU’s teams and student-athletes from participating in the WAC’s spring conference championships; immediately bar UVU’s teams from appearing on any WAC- sponsored television, radio, or other media broadcasts; and withhold conference however, specifically stated in its amended special appearance that its “personal jurisdiction [argument] is not based on a claim that UVU is immune from suit in Texas.” Because we dispose of the appeal based on the emphasized portion of the Bylaw, we need not address the sovereign-immunity aspect of the Bylaw. See Tex. R. App. P. 47.1. 12 distributions that would have been payable to UVU. UVU responded by filing a suit in Utah, in which it filed a motion for temporary restraining order and preliminary injunction. The Utah court first granted a temporary restraining order against the WAC and subsequently granted a preliminary injunction against the WAC requiring it to reinstate UVU to all WAC-sponsored media broadcasts and to permit UVU teams and student-athletes to continue to participate in WAC and NCAA post-season tournaments and championships. The Utah court directed UVU to pay $1,000,000 into the court’s registry “during the dispute in th[at] litigation.” The Utah court noted in its preliminary-injunction order that the WAC had filed a motion to dismiss or to stay on grounds of forum non conveniens and comity principles in light of the WAC’s pending suit against UVU in Texas. The Utah court stayed the suit “until there is a determination by the Texas court about whether it is inclined to exercise jurisdiction” but explained that it had granted the preliminary injunction to preserve the status quo. G. The Texas court denied UVU’s special appearance.3 Back in Texas, the trial court held a hearing on UVU’s amended special appearance, took the matter under advisement, and ultimately denied it. This appeal followed. 3 The record also includes documents pertaining to a discovery dispute: the WAC’s combined motion to compel, requesting discovery sanctions, and motion to enter a confidentiality order. Because of the narrow focus of this opinion relating solely to the Bylaw in Article 14, Section 2, we need not delve into the discovery dispute. 13  III. Discussion and Analysis In its sole issue, UVU argues that it is not subject to specific personal jurisdiction in Texas for the WAC’s claims because the WAC’s jurisdictional theory is premised entirely on UVU’s participation in the conference and because the WAC’s Bylaws negate the WAC’s theory of jurisdiction.4 Based on the plain language of the Bylaw at issue, we agree that UVU is not subject to personal jurisdiction in Texas and that the trial court erred by denying UVU’s amended special appearance. A. We set forth general applicable law and the standard of review.5 “[A personal-jurisdiction] analysis begins with some familiar boilerplate.” BRP- Rotax GmbH & Co. KG v. Shaik, 716 S.W.3d 98, 103 (Tex. 2025). “A court must have personal jurisdiction over a defendant to issue a binding judgment.” LG Chem Am., Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex. 2023). Texas courts, specifically, exercise personal jurisdiction over litigants by reference to the Texas long-arm statute and federal constitutional due-process guarantees. See id.; see also Moncrief Oil Int’l Inc. v. 4 UVU notes that the WAC has not attempted to invoke general personal jurisdiction over UVU and that “[t]here is no reasonable argument that UVU (a university with its principal place of business in Utah that is also a body politic and corporate of the State of Utah) can be said to be ‘at home’ in Texas.” The WAC did not mention general jurisdiction in its brief. We therefore omit a general-jurisdiction analysis and focus solely on specific jurisdiction. See Tex. R. App. P. 47.1. 5 We borrow the standard of review and our explanation of the overarching structure of a personal-jurisdiction analysis from our recent opinion in Kane v. Global Legal Law Firm, No. 02-26-00110-CV, 2026 WL _________, at *__ (Tex. App.—Fort Worth Oct. 8, 2026, no pet. h.), which also involved a special appearance, and we set forth that citation here once to avoid repetition. 14 OAO Gazprom, 414 S.W.3d 142, 149 (Tex. 2013) (quoting Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex. 2007)). A party asserting personal jurisdiction over a defendant bears an initial burden tied to concomitant requirements: Texas courts may exercise 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 . . . , 221 S.W.3d [at] 574 . . . . Under the 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). Moncrief Oil, 414 S.W.3d at 149. Should “the initial burden [be] met, the burden shifts to the defendant to negate all potential bases for personal jurisdiction the plaintiff ple[ade]d.” Id. (citing Retamco, 278 S.W.3d at 337). “The ultimate question of whether a court has personal jurisdiction over a nonresident defendant is a question of law [that] we review de novo.” Id. at 150. If the trial court does not issue findings of fact and conclusions of law in determining a personal-jurisdiction challenge,6 we infer all relevant facts necessary to support the judgment that are supported by evidence.” Id. But when jurisdictional facts are undisputed, it is a question of law as to whether those facts establish jurisdiction; the reviewing court “need not consider any implied findings of fact” and must consider 6 The record reflects that no findings of fact or conclusions of law were requested. 15 only the legal question of whether the undisputed facts establish Texas’s jurisdiction. Old Republic Nat’l Title Ins. v. Bell, 549 S.W.3d 550, 558 (Tex. 2018). B. We explain the overarching structure and constitutional underpinnings of a personal-jurisdiction analysis. In setting the stage for a jurisdictional analysis, the Texas Supreme Court recently explained the federal due-process principles that govern the personal- jurisdiction analysis: Adhering to the U.S. Supreme Court’s precedents, our primary concern in personal-jurisdiction cases is “the constitutional right to due process.” LG Chem, 670 S.W.3d at 346 (citing U.S. Const. amend. XIV, § 1); cf. Retamco Operating . . . , 278 S.W.3d [at] 337 . . . . [When applying the federal due-process analysis, w]e walk the path initially charted by International Shoe Co. v. Washington, in which the U.S. Supreme Court held that the exercise of personal jurisdiction is proper where the nonresident defendant has “certain minimum contacts” with the forum state “such that the maintenance of the suit” against it “does not offend ‘traditional notions of fair play and substantial justice.’” 326 U.S. 310, 316, 66 S. Ct. 154, [158] (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S. Ct. 339, [343] (1940)). . . . [The plaintiffs] contend . . . that Texas courts may exercise [only] specific personal jurisdiction, which “covers defendants less intimately connected with a State, but only as to a narrower class of claims” than general jurisdiction would allow. Id. at 359, 141 S. Ct. [at 1025]. For Texas courts to do so here, the evidence must satisfy a well- established two-prong test. See LG Chem, 670 S.W.3d at 347. First, [the defendant] must have taken “some act by which [it] purposefully avail[ed] itself of the privilege of conducting activities within [Texas], thus invoking the benefits and protections of its laws.” Hanson v. Denckla, 357 U.S. 235, 253, 78 S. Ct. 1228, [1240] (1958). Second, the claims must “arise out of or relate to” [the defendants’] Texas-focused activities. Ford[ Motor Co. v. Mont. Eighth Jud. Dist. Ct.], 592 U.S. [351,] 359, 141 S. Ct. 1017[, 1025 (2021)] (quoting Bristol-Myers Squibb Co. v. Super. Ct. of Cal., 582 U.S. 255, 262, 137 S. Ct. 1773, [1780] (2017)). 16 Shaik, 716 S.W.3d at 103–04. As noted, the first governing principle of a specific-jurisdiction analysis is whether a defendant has purposefully availed itself of a relationship with Texas. Once more, the supreme court recently outlined the guideposts for determining when a defendant has acted with that necessary purpose: “The ‘touchstone of jurisdictional due process’ is ‘purposeful availment.’” “At its core, the purposeful[-]availment analysis . . . determine[s] whether a nonresident’s conduct and connection to a forum are such that it could reasonably anticipate being haled into court there.” Whether a nonresident defendant has “purposefully availed itself of the privilege of conducting activities in Texas” is guided by three considerations: • “[O]nly the defendant’s contacts with the forum are relevant, not the unilateral activity of another party or a third person”; • “The contacts relied upon must be purposeful,” not “random, fortuitous, or attenuated”; and • The defendant “must seek some benefit, advantage[,] or profit by availing itself of [Texas’s] jurisdiction.” “This analysis assesses the quality and nature of the contacts, not the quantity.” State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 413–14 (Tex. 2023) (footnotes and citations omitted). Though somewhat overlapping with the principles that govern the question of purposeful availment, the relatedness requirement of specific jurisdiction is also closely circumscribed: 17  “The ‘arise from or relate to’ requirement lies at the heart of specific jurisdiction by defining the required nexus between the nonresident defendant, the litigation, and the forum.” Moki Mac . . . , 221 S.W.3d at 579. “[F]or a nonresident defendant’s forum 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. Thus, “the relationship must arise out of contacts that the ‘defendant himself’ creates with the forum State,” and the “analysis looks to the defendant’s contacts with the forum State itself, not the defendant’s contacts with persons who reside there.” Walden v. Fiore, 571 U.S. 277, 284–85, 134 S. Ct. 1115, [1122] (2014). “[A] defendant’s relationship with a plaintiff or third party, standing alone, is an insufficient basis for jurisdiction.” Id. at 286, 134 S. Ct. [at 1123]. “Due process requires that a defendant be haled into court in a forum State based on his own affiliation with the State, not based on the ‘random, fortuitous, or attenuated’ contacts he makes by interacting with other persons affiliated with the State.” Id. Little & Gorgeous, Inc. v. Wild Tribe Screen Prints, LLC, 717 S.W.3d 36, 45–46 (Tex. App.—San Antonio 2025, pet. denied). 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). But a court need not assess contacts on a claim-by- claim basis if all claims arise from the same forum contacts, such as they do here. See Moncrief Oil, 414 S.W.3d at 151. C. We set forth the rules for construing bylaws. Because the crux of this case turns on the interpretation of a bylaw, we borrow from an opinion from the El Paso Court of Appeals summarizing the rules for construing bylaws: 18  In construing . . . bylaws, we apply the rules that govern the interpretation of contracts. We attempt to harmonize and give effect to every provision[,] and we presume that the parties intended to impose reasonable terms. Accordingly, an interpretation that gives a reasonable meaning to all parts is preferred over one that leaves a portion useless, insignificant, or “achieves a weird and whimsical result.” . . . If a bylaw is written so that it can be given a definite interpretation, it is not ambiguous[,] and the court will construe it as a matter of law. Not every difference in interpretation amounts to an ambiguity; mere disagreement over the meaning of a provision does not make the terms ambiguous. In re Aguilar, 344 S.W.3d 41, 49–50 (Tex. App.—El Paso 2011, orig. proceeding) (citations omitted). The Texas Supreme Court has recently clarified, Although we’ve said that our primary goal in contract construction is to “ascertain the true intentions of the parties,” e.g., Italian Cowboy Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 333 (Tex. 2011), this “intent” is a bit of a legal fiction. We’re really looking for something objective, not subjective—hence our careful attention to the text of the contract itself. Equinor Energy LP v. Lindale Pipeline, LLC, 731 S.W.3d 324, 327 (Tex. 2026). D. We conclude that the unambiguous language of the Bylaw reveals that the trial court erred by denying UVU’s special appearance. We begin by again setting forth the Bylaw that is at issue: By participating in the Conference and approving the Conference’s corporate documents, those Member Institutions that are state or federal governmental agencies do not and shall not be deemed to, expressly or impliedly, waive the sovereign immunity (including, but not limited to, Eleventh Amendment immunity under the United States Constitution) of their respective governments, and shall not be deemed to consent to suit or to consent to the jurisdiction of the [S]tate of Texas or any other state in which the Conference is located or to the jurisdiction of their courts. [Emphases added.] 19 The WAC does not dispute the definition of any particular word or phrase in the statute, 7 so we do not parse out the words used but instead view the provision as a whole. The Bylaw is written in such a way that it can be given a definite interpretation and is therefore not ambiguous. Using the plain meaning of the words as written and viewing the provision as a whole, it is clear that the Bylaw both (1) preserves sovereign-immunity protections that are available to governmental member institutions8 and (2) makes clear that conference participation and approval of conference documents will not operate as a governmental member institution’s consent to suit or as its consent to the jurisdiction of Texas or to its courts. At its core, the parties agreed that UVU could participate in conference activities without subjecting itself to the jurisdiction of Texas or Texas courts based on such participation. The WAC stated in its response to UVU’s amended special appearance that “[t]his case is about enforcing the [WAC Bylaws] consistently with the express language of the Bylaws,” but then the WAC ignores its stated premise and extrapolates its own meaning of the unambiguous provision in Article 14, Section 2.9 In particular, the WAC does not dispute that UVU is a state agency. 7 As noted above, UVU’s special appearance does not rely on sovereign 8 immunity as a ground to avoid jurisdiction. The WAC claims that it has “full authority to interpret and administer [its] 9 Bylaws” because “Texas courts consistently hold that members subject themselves to the organization’s reasonable interpretation and administration of its bylaws and will not interfere absent unreasonableness or illegality.” See Stevens v. Anatolian Shepherd Dog Club of Am., Inc., 231 S.W.3d 71, 74–75 (Tex. App.—Houston [14th Dist.] 2007, 20 The WAC couches the Bylaw as a sovereign-immunity-preservation provision and states that it is not a forum-selection clause.10 But as to the latter portion of the Bylaw, the WAC contends that the Bylaw does not address UVU’s extensive Texas contacts giving rise to the claims asserted in this lawsuit; that UVU improperly conflates consent-based jurisdiction with minimum-contacts jurisdiction; that the constitutional minimum-contacts analysis exists independently of consent; and that pet. denied) (stating that “[s]o long as the governing bodies do not . . . transgress the bounds of reason, common sense, fairness, do not contravene public policy, or the laws of the land in such interpretation and administration[ of their rules], the courts cannot interfere”). As discussed more fully below, because we conclude that the WAC’s interpretation of the Bylaw ignores the plain language, we deem it proper to “interfere.” Cf. IRA Res., Inc. v. Griego, 221 S.W.3d 592, 597 (Tex. 2007) (stating that “[i]t would be disingenuous for [appellee] to claim that [appellant’s] liability . . . arises from or relates to actions in Texas . . . and then ignore the substance of [a hold- harmless] agreement when arguing for personal jurisdiction”). Moreover, because bylaws are construed like contracts, a party’s interpretation of a bylaw is irrelevant when the meaning of the bylaw is plain on its face. See GTE Mobilnet of S. Tex. Ltd. P’ship v. Telecell Cellular, Inc., 955 S.W.2d 286, 289 (Tex. App.—Houston [1st Dist.] 1997, pet. denied) (op. on reh’g) (“A court errs if it looks to how the parties interpreted the contract when the meaning of the contract is clear from its language.”); see also Sun Oil Co. v. Madeley, 626 S.W.2d 726, 732 (Tex. 1981). And furthermore, the WAC has cited no case stating that a court is forbidden from interpreting a bylaw that is relevant to the court’s determination of whether it has personal jurisdiction over a party. 10 Both parties agree that the Bylaws do not contain a forum-selection clause. We concur in that assessment. In essence, we have the opposite of a forum-selection clause: The specific Bylaw that is at issue does not set forth the state in which the parties have agreed that jurisdiction is proper but rather specifies a broad category of events that do not constitute consent to jurisdiction in Texas. The gist of the Bylaw at issue appears to be in the nature of a forum-deselection clause, specifically removing Texas as a jurisdiction in which a state governmental agency can be sued when the jurisdictional facts alleged constitute conference participation or approval of conference documents. 21 even if the Bylaw at issue “completely foreclosed consent-based jurisdiction, it would not eliminate jurisdiction independently established through minimum contacts.” The WAC’s argument completely ignores the plain language of the Bylaw that not only removes Texas as a forum based on conference participation or conference document approval but also cancels out any minimum contacts that are related to the same. As UVU explained in its brief, even assuming that the jurisdictional facts that the WAC relies on are true, 11 they cannot, as a matter of law, give rise to personal jurisdiction over UVU in Texas courts due to the Bylaw. UVU argues that the WAC’s jurisdictional theory is premised entirely on UVU’s participation i