Rajesh Mandalapu and Sravek Technologies, LLC v. Vasu Technologies, LLC and Brian Boehmer

                        In the
                   Court of Appeals
           Second Appellate District of Texas
                    at Fort Worth
                ___________________________
                     No. 02-23-00242-CV
                ___________________________

RAJESH MANDALAPU AND SRAVEK TECHNOLOGIES, LLC, Appellants

                                V.

   VASU TECHNOLOGIES, LLC AND BRIAN BOEHMER, Appellees



             On Appeal from the 153rd District Court
                     Tarrant County, Texas
                 Trial Court No. 153-337301-22


             Before Birdwell, Womack, and Wallach, JJ.
             Memorandum Opinion by Justice Womack
                           MEMORANDUM OPINION

                                  I. INTRODUCTION

         In this interlocutory appeal, Appellants Rajesh Mandalapu and Sravik1

Technologies, LLC (Sravik) raise two issues challenging the denial of their special

appearance in which they contend that a Texas court did not have specific jurisdiction

to adjudicate claims brought against them by Appellees Vasu Technologies, LLC

(Vasu) and Brian Boehmer. See 

(a)(7)

(interlocutory appeal); Tex. R. Civ. P. 120a (special appearance). Because we conclude

that the trial court erred by denying the special appearance, we will reverse and render.

                                  II. BACKGROUND

         This case involves multiple parties and non-parties who provided IT services

for “an end-client user,” which in this case was the Defense Logistics Agency (DLA).

DLA is an agency within the Department of Defense that does logistical handling of

everything from military hardware to food for American troops stationed around the

world.       Pertinent here, DLA contracted with Alamo City Engineering Services

(ACES) to “put a new system in to manage [DLA’s] warehousing and also to manage

the transportation logistics.” Resolute Solutions, LLC (Resolute)—an IT staffing


       While Appellants’ notice of appeal spelled the name “Sravek,” other record
         1

references, including Appellants’ answer, indicate that the name is spelled “Sravik.”
Indeed, Appellants’ counsel spelled the name “Sravik” at the hearing on the special
appearance, and Appellees’ counsel also spelled the name “Sravik” at a deposition.
On appeal, all briefs spell it “Sravik.” Therefore, we will use the spelling “Sravik.”


                                           2
company whose business involved recruiting and contracting with various IT

consultants—provided services to DLA, the “end-client user.”2           Resolute had

contracts with Sravik and an entity named either Red Commerce, Inc. (Red

Commerce) or RED Global, who in turn contracted with Vasu or Boehmer.3

Mandalapu—who owns Sravik—was a supervisor of Boehmer.

      In September 2022, Appellees Vasu and Boehmer sued Appellants Mandalapu

and Sravik alleging a single cause of action for “tortious interference with existing

contract.” As alleged in the pleadings, before the expiration of the contract with Red

Commerce, Boehmer was informed that the contract had been terminated.

According to Appellees,

      [Appellants] willfully and intentionally interfered with the contract by
      communicating to third-parties unsupported reasons for termination
      including baseless allegations regarding [Appellee’s] performance. No
      performance issues (or any other issues) had ever been communicated to
      [Appellees] regarding performance issues under the contract.
      [Appellants’] tortious interference proximately caused the contract to be
      terminated, with [Appellee] Boehmer ultimately losing his employment.



      2
       Other portions of the record state that ACES was Resolute’s “customer” and
that DLA was Resolute’s “end customer.”
      3
        Boehmer was employed by Vasu and did computer software consulting and
programming for it. Appellees’ pleadings state that Vasu had a contract with Red
Commerce whereby Boehmer would provide IT services to Red Commerce. A copy
of that contract was attached to Appellees’ pleadings. At the special appearance
hearing, however, Boehmer testified and his attorney stated that the contract was with
RED Global. The record is not clear about how Red Commerce and RED Global are
related, if at all.


                                          3
      Appellants answered the suit and filed a special appearance challenging

personal jurisdiction, contending that neither Appellant “does business in Texas,

maintains offices in Texas[,] nor has sufficient minimum contacts with Texas to

confer jurisdiction on Texas [c]ourts.” The special appearance included Mandalapu’s

affidavit, wherein he stated the following:

          • He was a resident of St. Louis, Missouri.

          • Sravik was a Missouri limited liability company with its principal place of
            business in St. Louis, Missouri.

          • Neither he nor Sravik did business in Texas or maintained offices in
            Texas.

          • Sravik contracted with Resolute, a Wyoming limited liability company
            headquartered in Sheridan, Wyoming, for the provision of IT services.

          • Neither he nor Sravik had any contractual relationships with any persons
            or business entities in Texas, and specifically, neither had a contractual
            relationship with Appellees.

          • As part of his employment with Sravik, as a contractor for Resolute, he
            supervised eighteen people and/or businesses across the country and, at
            the time of the loss Appellees complain of in their petition, he was
            supervising twelve such people and/or businesses.

          • His supervisory activities took place from his business location in St.
            Louis, Missouri.

          • Sravik did not “conduct business” in Texas.

          • Sravik was contractually required by Resolute to oversee the work of
            myriad IT businesses and personnel throughout the United States.




                                              4
             • Sravik provided services to Resolute but not to Appellees or any other
               entity.

      The trial court set a hearing on the special appearance. At the conclusion of

the first hearing, the trial court continued it to allow Appellees to amend their

pleadings.

      Prior to the continued hearing, Appellees amended their pleadings and filed a

response to Appellants’ special appearance. The amended pleadings again alleged a

single cause of action for tortious interference of a contract and did not change the

wording of the paragraph addressing that cause of action.

      The response to the special appearance stated that the “jurisdictional analysis

involves specific jurisdiction, as the cause of action for tortious interference arises out

of the IT consulting work performed by Boehmer and Mandalapu for the DLA

project in Corpus Christi, Texas.” It added the following “jurisdictional facts”:

             • Mandalapu executed a contract for the provision of IT consulting
               services with Resolute. Paragraph 4.7 of the contract contains an
               arbitration provision, mandating arbitration in Houston, Texas;
               paragraph 12.1 contains a Texas choice of law provision. The statement
               of work in the exhibit to the contract indicates ACES (located in San
               Antonio, Texas) as the end-user client. Resolute maintains a branch
               office in Houston, Texas.

             • Mandalapu traveled to Corpus Christi, Texas, four times in connection
               with IT consulting services performed for the DLA project.

             • The visits occurred in January 2021, January 2022, April 2022, and May
               2022.




                                            5
            • Two of these visits involved actual physical on-site visits to the DLA
              facility in Corpus Christi, Texas, where Mandalapu interacted with
              various consultants on the project, many of whom were Texas residents.

            • The remaining two visits involved work from the hotel conference room
              in Corpus Christi, Texas.

            • In addition to Boehmer, Mandalapu supervised twelve to eighteen other
              IT consultants, three of whom were Texas residents, including Boehmer,
              on the DLA project.

            • The prime contract for the DLA project was awarded to ACES in San
              Antonio, Texas. ACES formed a team of consultants designated as
              “Team ACES.”4 Mandalapu was a member of Team ACES and
              maintained a Team ACES email address that he utilized for various work
              on the DLA project.

            • In supervising Boehmer, Mandalapu assigned tasks, tracked status,
              provided technical help, and managed vacation requests. Mandalapu
              conducted regular one-on-one meetings via phone or Microsoft Teams
              with Boehmer throughout the work on the DLA project.

            • Mandalapu also conducted weekly and monthly team meetings with all
              IT consultants that he supervised, which included Boehmer and the
              three other Texas residents.

            • In addition to his supervisory role, Mandalapu also interviewed
              approximately twenty consultants, six of whom were hired to work on
              the DLA project.

In addition, Appellees attached Mandalapu’s January 5, 2023 deposition to the

response.




      4
       In his deposition, Mandalapu testified that “Team ACES doesn’t exist
physically,” but it is a way of referring to the group of consultants as a whole.


                                          6
      Prior to the continued hearing, Appellants filed a supplement to their special

appearance, in which they argued that the three “particularly pertinent” jurisdictional

facts cited in the amended pleadings—that Appellants had a contract with a third

party that has a branch office in Texas and that contains a Texas choice of law

provision; that Appellants traveled to Corpus Christi, Texas, four times; and that

Appellants sent “at least two” e-mails to Boehmer during one of Appellants’ work

trips to Corpus Christi—were insufficient to assert specific jurisdiction over

Appellants.

      At the continued hearing, Appellees called Boehmer as a witness, and he

explained that he worked on a contract with DLA involving installing a new system to

manage DLA’s warehousing and transportation logistics. Boehmer testified that the

“prime” contract with DLA was awarded to ACES in San Antonio, Texas, which

created a “ghost entity” consisting of anyone who worked on the project. According

to Boehmer, Mandalapu was a member of this entity, a “team lead,” and Boehmer’s

supervisor. A total of four people on the team were Texas residents. To staff the job

with IT consultants, ACES used Resolute. Boehmer’s employment contract was with

RED Global. Boehmer stated that Corpus Christi, Texas, was the “pilot location

where they were rolling out all of their - - the software so that DLA could convert to

this warehousing management software and transportation software.” To Boehmer’s

knowledge, Mandalapu made four trips to Corpus Christi, Texas, to work on the DLA



                                          7
project. Boehmer averred that he had some type of interaction with Mandalapu on a

weekly basis.

       At the conclusion of Boehmer’s testimony, the trial court asked, “[W]hat facts

do you have about where the tortious interference occurred?” Appellees’ counsel

responded, “The answer to your first question, ‘Where did it occur?’ We don’t know

yet. . . . This cause of action relates to and arises out of this Corpus Christi job.

That’s all I have to show for jurisdictional analysis.” Appellees’ counsel also stated

that provisions in the Resolute contract regarding arbitration and choice of law did

not relate to Appellees’ assertion of specific jurisdiction.5

       At the hearing’s conclusion, the trial court denied the special appearance and

later entered an order to that effect. Appellants requested findings of fact and

conclusions of law, which were entered. Although Appellants requested amended and

additional findings and conclusions, none were entered. Appellants appeal from the

order denying their special appearance.

                                    III. DISCUSSION

       In their first issue, Appellants complain that the trial court erred in denying

their special appearance “(a) when [Appellees] failed to carry their initial burden to

plead sufficient allegations to bring [Appellants] within the reach of Texas’ long[-]arm

statute—i.e.[,] for their tortious interference claim, that [Appellees] committed the

       The trial court’s findings of fact and conclusions of law do not refer to any
       5

such contractual provisions.


                                             8
tortious acts in Texas; and (b) [Appellants] each proved that they are not Texas

residents.” In their second issue, Appellants ask if “the trial court ha[d] specific

personal jurisdiction over [them] when (a) the evidence is legally insufficient to

establish that [they] had sufficient minimum contacts with Texas; (b) as a matter of

law[,] [Appellants’] contacts with Texas fall short of purposeful availment; and (c) as a

matter of law, there is no substantial connection between any of [Appellants’] contacts

with Texas and the operative facts of this litigation (the claim for tortious interference

with an existing contract).”

A. Standard of Review and Applicable Law

      A party may challenge a Texas court’s exercise of personal jurisdiction over it

by filing a special appearance under Texas Rule of Civil Procedure 120a. See Tex. R.

Civ. P. 120a. As the Texas Supreme Court recently explained:

      Texas courts may assert personal jurisdiction over a nonresident
      defendant if (1) the Texas long-arm statute so provides and (2) the
      exercise of jurisdiction “is consistent with federal and state due process
      guarantees.” “Our long-arm statute reaches as far as the federal
      constitutional requirements for due process will allow,” so Texas courts
      may exercise personal jurisdiction over foreign defendants “having such
      ‘contacts’ with the forum [s]tate that ‘the maintenance of the suit’ is
      ‘reasonable[ ] in the context of our federal system of government’ and
      ‘does not offend traditional notions of fair play and substantial justice.’”
      This “minimum contacts” inquiry is a “forum-by-forum” or “sovereign-
      by-sovereign” analysis that examines “the nature and extent of ‘the
      defendant’s relationship to the forum’” to determine whether the
      defendant is amenable to general or specific jurisdiction.

State v. Volkswagen Aktiengesellschaft, 

, 412 (Tex. 2023) (footnotes

omitted).

                                            9
       A defendant’s contacts with the forum can give rise to either general or specific

jurisdiction. Luciano v. SprayFoamPolymers.com, LLC, 

, 8 (Tex. 2021)

(citing Spir Star AG v. Kimich, 

 (Tex. 2010)). A court has general

jurisdiction over a nonresident defendant whose “affiliations with the State are so

‘continuous and systematic’ as to render [it] essentially at home in the forum State.”

 (quoting TV Azteca v. Ruiz, 

 (Tex. 2016) (alteration in original)

(quoting Daimler AG v. Bauman, 

, 

 (2014))).

Specific jurisdiction “covers defendants less intimately connected with a State, but

only as to a narrower class of claims.” 

 (quoting Ford Motor Co. v. Mont. Eighth Jud.

Dist. Ct., -- U.S. --, 

 (2021)).

       Both parties agree that only specific jurisdiction—not general jurisdiction—is at

issue here. With specific jurisdiction, a minimum-contacts showing requires two

things: (1) that “the defendant purposefully avails itself of the privilege of conducting

activities in the forum state[;]” and (2) “the suit ‘arise[s] out of or relate[s] to the

defendant’s contacts with the forum[.]’”          

 at 8–9.   When assessing whether

minimum contacts are satisfied, we look only to the defendant’s contacts and not the

“unilateral activity” of some third party. 

 at 9 (citing Michiana Easy Livin’ Country,

Inc. v. Holten, 

 (Tex. 2005) and Burger King v. Rudzewicz, 

, 

 (1985) (quoting Hanson v. Denckla, 

,

, 1239–40 (1958))).



                                             10
      In a challenge to either type of personal jurisdiction, the parties bear shifting

burdens of proof. See Kelly v. Gen. Interior Constr., Inc., 

 (Tex.

2010). As we explained in Southwire Co., LLC v. Sparks, No. 02-21-00126-CV, 

, at *3–4 (Tex. App.—Fort Worth Nov. 18, 2021, no pet.) (mem. op.),

resolution of a special appearance involves a “complicated procedural sequence”:

         • “[T]he plaintiff bears the initial burden to plead sufficient allegations to
           bring the nonresident defendant within the reach of Texas’s long-arm
           statute.” Kelly, 

.

         • “Once the plaintiff has pleaded sufficient jurisdictional allegations, the
           defendant filing a special appearance bears the burden to negate all bases
           of personal jurisdiction alleged by the plaintiff.” 

 The defendant’s
           burden is “tied to the allegation in the plaintiff’s pleading.” 

         • “If the plaintiff fails to plead facts bringing the defendant within reach of
           the long-arm statute . . ., the defendant need only prove that it does not
           live in Texas to negate jurisdiction.” 

 at 658–59. To correct the
           failure to allege jurisdictional facts, the plaintiff should amend to include
           “necessary factual allegations.” 

.

         • “The defendant can negate jurisdiction on either a factual or legal basis.”
           

                • “Factually, the defendant can present evidence that it has no
                  contacts with Texas, effectively disproving the plaintiff’s
                  allegations.” 

                • To negate jurisdiction on a legal basis,

                     the defendant can show that even if the plaintiff’s alleged
                     facts are true, the evidence is legally insufficient to
                     establish jurisdiction; the defendant’s contacts with Texas
                     fall short of purposeful availment; for specific
                     jurisdiction, that the claims do not arise from the
                     contacts; or that traditional notions of fair play and

                                          11
                        substantial justice are offended by the exercise of
                        jurisdiction.

                      

          • Should the defendant make a factual challenge to the plaintiff’s
            jurisdictional allegations, “[t]he plaintiff can then respond with its own
            evidence that affirms its allegations, and it risks dismissal of its lawsuit if
            it cannot present the trial court with evidence establishing personal
            jurisdiction.” 

 (footnote omitted).

Southwire, 

, at *3–4.

      Rule 120a of the Texas Rules of Civil Procedure requires that a special

appearance be determined on the pleadings, any stipulations by the parties, affidavits

and attachments filed by the parties, results of discovery, and any oral testimony. See

Tex. R. Civ. P. 120a(3); see also Kelly, 

 n.4 (stating that while

pleadings are essential to frame the jurisdictional dispute, they are not dispositive, and

additional evidence under Rule 120a “merely supports or undermines the allegations

in the pleadings”).

      A court’s authority to exercise jurisdiction over a nonresident defendant is a

question of law that we review de novo. Volkswagen, 669 S.W.3d at 413. If a trial

court enters an order denying a special appearance and the trial court issues findings

of fact and conclusions of law, the appellant may challenge the fact findings on legal

and factual sufficiency grounds. BMC Software Belgium, NV v. Marchand, 

 (Tex. 2002). We may review the fact findings for both legal and factual

sufficiency. 

 Appellate courts review a trial court’s conclusions of law as a legal


                                           12
question. 

 The appellant may not challenge a trial court’s conclusions of law for

factual insufficiency; however, the reviewing court may review the trial court’s legal

conclusions drawn from the facts to determine their correctness. 

B. Analysis

       While set out in two issues, the controlling issue in this appeal is whether the

relevant facts give rise to specific jurisdiction over Appellants. The only relevant

prong of the Texas long-arm statute is Section 17.042(2), which provides jurisdiction

over a nonresident who “commits a tort in whole or in part in this state.”6 

(2).

       Appellants argue that the trial court’s order should be reversed because

“minimum contacts requires not only purposeful availment but also proof that the

alleged liability—here the claim of tortious interference—arises from or relates to the

forum contacts.” And because Appellees “have admitted they do not know where the

alleged tortious interference occurred, and the trial court’s Findings of Fact and

Conclusions of Law do not include a finding that the alleged tortious interference

occurred in Texas,” Appellants urge that Appellees have not satisfied their burden for

specific jurisdiction.



       6
        Appellees’ response to the special appearance states not only that Appellants
“are subject to the personal jurisdiction of the Texas courts under the theory of
specific jurisdiction” but also that the long-arm statute allows the exercise of personal
jurisdiction under Section 17.042(2).


                                           13
      In their claim of specific jurisdiction, Appellees argue that their jurisdictional

pleading allegations satisfy their initial burden and that the assertion of specific

jurisdiction over Appellants comports with constitutional guarantees of due process:

      Appellants’ minimum contacts with Texas such as travel to Texas,
      working on a Texas-based project, and supervising Texas residents all
      establish sufficient minimum contacts. Appellants[’] contacts were
      purposeful, as they were directly related to the rollout of the DLA
      project in Corpus Christi, Texas. Finally, Appellants’ contacts were
      “related to” the operative facts of this litigation. Boehmer’s claim for
      tortious interference with existing contract arose directly out of the
      supervisory role between Boehmer and Mandalapu.              Mandalapu
      supervised, evaluated, and provided feedback on Boehmer’s job
      performance relating to the DLA project. The tortious interference
      claim arises out of Boehmer’s employment contract during the DLA
      project and therefore, Mandalapu’s alleged liability “relates to” his
      contacts with Texas.

      Appellants respond that Appellees have “grossly mischaracterized” their

consulting and supervisory IT services, which they provide under their contract with

Resolute. Also, Appellants contend that Appellees have failed to show that their

claim for tortious interference arises out of or relates to their contacts in Texas,

stating that Appellees “provide no evidence or argument that the alleged

communications about Boehmer’s poor performance took place in Texas.”

Moreover, Appellants note that the trial court afforded an opportunity to conduct

discovery for jurisdictional purposes, including depositions, wherein they could have

“questioned [Appellants] about the alleged communications with Red Commerce or

others regarding [Appellees’] poor performance, including, where those alleged

communications occurred,” but “they did not.”

                                          14
       Based on the shifting burdens of proof, we look first at the plaintiff’s pleadings

for jurisdictional facts. See Kelly, 

. “If the plaintiff fails to plead

facts bringing the defendant within reach of the long-arm statute (i.e., for a tort claim,

that the defendant committed tortious acts in Texas), the defendant need only prove

that it does not live in Texas to negate jurisdiction.” 

 at 658–59.

       In their live pleading—the second amended petition—Appellees alleged that

Mandalapu is a resident of St. Louis, Missouri, and Sravik is a Missouri limited liability

company with its principal place of business in Missouri. Appellants confirm these

facts in the affidavit attached to their special appearance.

       Appellees’ pleadings set out facts that they state are “particularly pertinent to

the allegations of specific jurisdiction,” including:

       Mandalapu traveled to Corpus Christi four times in connection with the
       IT consulting services performed for the DLA project. The visits
       occurred in January 2021, January 2022, April 2022, and May 2022. Two
       of these visits involved actual physical on-site visits to the DLA facility
       in Corpus Christi, Texas, where Mandalapu interacted with various
       consultants on the project, many of whom were Texas residents.

             The remaining two visits involved work from the hotel
       conference room in Corpus Christi, Texas.

However, the live pleadings contain no allegations that any tortious conduct occurred

in Texas. And there is no explanation of what was said or done at the Corpus Christi

visits that relate to the claims against Appellants. See Julian v. Cadence McShane Constr.

Co., LLC, No. 01-15-00465-CV, 

, at *6 (Tex. App.—Houston [1st

Dist.] Nov. 5, 2015, no pet.) (mem. op.) (“For actions occurring in Texas, Bedrich

                                             15
asserts that Julian ‘[a]ttend[ed] multiple meetings in person with Cadence McShane in

Texas.’ But Bedrich offers no explanation of what was said or done at those meetings

or how anything said or done at those meetings relate to any of their claims against

Julian.”).

       Our sister court considered a similar pleading in Vinmar Overseas Singapore PTE

Ltd. v. PTT International Trading PTE Ltd., 

, 132–33 (Tex. App.—

Houston [14th Dist.] 2017, pet. denied).           There, Vinmar asserted numerous

jurisdictional facts, including that “[t]he logistical operations underlying certain of the

transactions that Defendants interfered [sic] took place in Houston, Texas,” and that

“[a] tort was committed in Texas.” 

. Despite these and other alleged

jurisdictional facts, the court concluded:

       Vinmar does not allege in any of its live pleadings or its response to the
       Amended Special Appearance the location for any of the alleged acts by
       PTT or Krishnan.          Vinmar alleged that Krishnan and PTT
       misappropriated its trade secrets and confidential information, but it
       does not allege that the misappropriation occurred in whole or in part in
       Texas. Likewise, Vinmar does not allege facts showing where the alleged
       tortious interference with the employment agreement occurred, where
       the alleged business disparagement occurred, or where the alleged
       conspiracy occurred.

; see Moncrief Oil Int’l, Inc. v. OAO Gazprom, 

 (Tex.

2013) (holding nonresident defendant subject to jurisdiction for misappropriation of

trade secrets claim where defendant obtained trade secrets in Texas but not for

tortious interference claim where alleged acts of interference occurred outside of

Texas and stating that “a nonresident directing a tort at Texas from afar is insufficient

                                             16
to confer specific jurisdiction”); see also M & F Worldwide Corp. v. Pepsi-Cola Metro.

Bottling Co., Inc., 

 (Tex. 2017) (stating that “to the extent the

Mafco defendants purposefully directed activities toward Texas, Pepsi’s causes of

action do not arise from those contacts” and holding that the trial court lacked

specific jurisdiction over the Mafco defendants).       Therefore, the Vinmar court

affirmed the trial court’s order granting the special appearance. Vinmar, 

.

       Appellants rely heavily on the Texas Supreme Court’s decision in Kelly. See

Kelly, 

. In Kelly, as here, there were allegations that the defendant

officers had a connection with Texas. 

 In explaining that connection, the supreme

court cited to the majority opinion in the court of appeals: “The record reveals that

performance under the construction contract was to be performed exclusively in

Texas. The Officers sent and directed payments to [Appellee/Plaintiff] in Texas.

Kelly made site visits to the Texas work site.      The Officers received numerous

invoices from Texas regarding the [hotel] project.” 

 at 656–57 (citing Kelly v. Gen.

Interior Const., Inc., 

, 86 n.5 (Tex. App.—Houston [14th Dist.] 2008),

rev’d, 

). However, the supreme court determined that the plaintiff had

failed to plead facts within the reach of the Texas long-arm statute because it did not

allege that the officers at issue committed any of the wrongdoing in Texas. 

 As the

court explained,



                                          17
      GIC [General Interior Construction, Inc.] failed to plead facts within the
      reach of the long-arm statute because it did not allege that the Officers
      [Daniel Kelly and Laura Hofstatter] committed any tortious acts in
      Texas. As noted, GIC’s live pleading contains no allegations that the
      Officers’ wrongdoing occurred in Texas. Regarding the fraud claim,
      GIC did allege several fraudulent acts (e.g., providing false affidavits to
      Meristar and misrepresenting to GIC that it would be paid in full), but it
      did not allege that any fraudulent acts occurred in Texas. Regarding the
      trust-fund claims, GIC did not allege that the Officers used or retained
      the trust funds in Texas, nor that they submitted false affidavits to
      Meristar in Texas. Thus, although GIC has alleged two claims of
      wrongdoing, it has not alleged that any acts giving rise to these two
      claims occurred in Texas.

 at 659–60. Moreover, in Kelly, the court noted that “[t]he most relevant piece of

[special appearance] evidence” was an affidavit of GIC’s president stating that

Hofstatter promised him payment. 

. But the affidavit “d[id] not state where

this conversation occurred or make any connection with Texas” and was silent as to

the “[o]fficers’ Texas contacts related to its claims.” Id.; see Ascend Nat’l, LLC v.

Ludders, No. 14-20-00396-CV, 

, at *6 (Tex. App.—Houston [14th

Dist.] Feb. 24, 2022, no pet.) (mem. op.) (affirming order granting special appearance

and stating that a visit to Texas “cannot be a jurisdictional contact for purposes of the

fraud claim because there is no allegation or evidence establishing that Ludders made

the alleged misrepresentation during that meeting”).

      Similar to Kelly, Appellees failed to plead that the alleged wrongful conduct

occurred in Texas. See Steward Health Care Sys., LLC v. Saidara, 

, 131

(Tex. App.—Dallas 2021, no pet.) (en banc) (affirming trial court’s order granting

Saidara’s special appearance and stating that, although Saidara visited Texas in

                                           18
connection with a sale, “[t]here is no allegation in the petition that Saidara made any

misrepresentation during his visits to Texas”). Although Appellees contend generally

on appeal that “Mandalapu’s alleged liability ‘relates to’ his contacts with Texas,” they

are silent on how Mandalapu’s Texas contacts related to their tortious interference

with contract claims. See Fisher v. Eagle Rock Custom Homes Inc., No. 14-18-00483-CV,

, at *7 (Tex. App.—Houston [14th Dist.] Jan. 14, 2020, no pet.)

(mem. op.) (“Appellees asserted Fisher had certain activities in and contacts with the

state but did not allege that those were tortious behaviors.”).       This silence was

confirmed at the special appearance hearing, when Appellees’ counsel conceded to the

trial court that “[w]e don’t know yet” where the tortious interference occurred.

      In support of their argument that their pleadings are sufficient to satisfy the

Texas long-arm statute, Appellees cite two Texas cases, both which were decided

before Kelly. See Ji-Haw Indus. Co., Ltd. v. Broquet, No. 04-07-00622-CV, 

 (Tex. App.—San Antonio Feb. 20, 2008, no pet.); Thunderbird Supply Co., Inc. v.

Williams, 

 (Tex. App.—Beaumont 2005, no pet.). In addition, both

cases are distinguishable. As noted by our sister court, Ji-Haw involved a products

liability claim surrounding the design, manufacture, and marketing of an XBOX

gaming system. Careington Int’l Corp. v. First Call Telemedicine, LLC, No. 05-20-00841-

CV, 

, at *3 (Tex. App.—Dallas May 3, 2021, no pet.) (mem. op.)

(stating that Ji-Haw “is distinguishable from this case, which involves alleged tortious

interference with a contract”).

                                           19
      Similarly, Thunderbird involved allegations against thirteen corporations for

designing, manufacturing, and marketing certain “toxic products.” Thunderbird, 

. Again, there were no allegations of tortious interference with a

contract. As noted by Appellees, the plaintiff there “pleaded that he was exposed to

various toxic products designed, manufactured, and marketed by the defendants and

that all or substantial parts of the events or omissions giving rise to the claims

occurred in Texas.”7 While the Beaumont court held that the plaintiff had met his

initial pleading allegations, it ultimately held that Thunderbird did not purposefully

establish sufficient minimum contacts with Texas to support exercising jurisdiction

over it. 

. Therefore, the court reversed the trial court’s order denying

Thunderbird’s special appearance and dismissed the claims against it. 

      Here, the trial court’s findings of fact and conclusions of law do not include a

finding that the alleged tortious interference with a contract occurred in Texas. With


      7
       Careington rejected the argument that venue pleadings may be considered in
determining the sufficiency of the pleadings for personal jurisdictional purposes:

      Careington also relies on its venue allegation that “a substantial part of
      the events giving rise to Careington’s claims herein occurred in Collin
      County[, Texas].” But this doesn’t expressly allege that First Call
      committed any conduct in Texas, nor does it carry such an implication.
      Careington’s venue allegation could be true even if First Call had no
      contact with Texas, since its co-defendant—which allegedly breached
      the contract that First Call allegedly interfered with—allegedly has its
      principal place of business in McKinney, Texas.

Careington, 

, at *3.


                                          20
regard to Mandalapu’s visits to Texas and emails during the work trip, the trial court

entered the following findings of fact:

          • “[Mandalapu’s] supervision began in November 2021. As the DLA
            project progressed, Mandalapu traveled to Texas and visited the DLA
            facility in Corpus Christi, Texas[,] on four occasions.”

          • “These occasions were July 2021, January 2022, April 2022, and May
            2022. On two of these visits, Mandalapu personally visited the DLA
            facility and met with DLA personnel, including other consultants
            working on the project. With respect to the two visits to Texas,
            Mandalapu worked from his hotel conference room.”

          • “On at least two occasions while in Texas, Mandalapu emailed members
            of the consulting team (including Boehmer), assigning various tasks and
            advising as to the details of his visit to the DLA facility.”

          • “The purpose of Mandalapu’s visits to Texas was to physically inspect
            the DLA facility, learn the operational process, and gather technical data
            on the DLA processes, in order to design, test and implement the new
            IT system. Mandalapu gathered this information and then assigned
            various tasks to the consultants under his supervision, including
            Boehmer.”8

      8
         While these contacts arguably demonstrate that Appellants purposefully
availed themselves of the privilege of conducting activities in Texas, they do not
establish specific jurisdiction because they do not demonstrate that Appellants’
liability arises from or relates to the forum contacts. “A claim arises from or relates to
a defendant’s forum contacts if there is a ‘substantial connection between those
contacts and the operative facts of the litigation.’” TV Azteca, 

(quoting Moki Mac River Expeditions v. Drugg, 

 (Tex. 2007)). “The
operative facts are those on which the trial will focus to prove the liability of the
defendant who is challenging jurisdiction.” Stauffer v. Nicholson, 

(Tex. App.—Dallas 2014, no pet.) (citing Moncrief Oil, 

). Here, the
contacts relied upon by Appellees relate to Appellants’ non-tortious conduct; as to
Appellants’ alleged tortious conduct, Appellees have not established that such conduct
occurred in Texas, and, thus, Appellees have not established a substantial connection
between Appellants’ contacts with Texas and the operative facts of the litigation. See
Brenham Oil & Gas, Inc. v. TGS-NOPEC Geophysical Co., 

 (Tex.

                                           21
While a conclusion of law stated that “the cause of action asserted by Plaintiff

[Appellee] arises from and is related to Defendants’ [Appellants’] purposeful activities

within Texas,” nowhere in its findings or conclusions does the trial court find that

Appellants committed tortious interference with a contract in Texas.

       The question under Kelly is whether Appellees have alleged that Appellants

committed any tortious act in Texas. See Careington, 

, at *3. They

have not. Because Appellees failed to plead jurisdictional facts, Appellants could and

did meet their burden to negate all bases of jurisdiction by proving that they do not

live in Texas. See Kelly, 

. Appellees do not challenge that fact, and

indeed, they admit it in their live pleadings.

       Therefore, considering the pleadings and the jurisdictional evidence, we hold

that the trial court did not have personal jurisdiction over Appellants. We sustain

Appellants’ issues on appeal.




App.—Houston [1st Dist.] 2015, no pet.) (stating that the “operative facts” of the
tortious interference claim “would be acts or communications assisting or
encouraging TGS to malign Brenham Oil or otherwise interfere with its prospective
business relations with Togo” and holding that the “Texas-linked evidence relied
upon by Brenham Oil pertains only to ENT[’]s non[-]tortious conduct in the purchase
of seismic data from TCS” and that said “forum contacts are not the operative facts
of the litigation and therefore are not contacts that will support an exercise of specific
jurisdiction”).


                                             22
                                 IV. CONCLUSION

       Having sustained Appellants’ issues, we reverse the trial court’s order denying

the special appearance and render judgment dismissing the case for want of personal

jurisdiction.

                                                     /s/ Dana Womack

                                                     Dana Womack
                                                     Justice

Delivered: December 21, 2023




                                         23