Opinion
01-21-00295-CV
09-20-2022
On Appeal from the 506th District Court Waller County, Texas Trial Court Case No. 20-05-26148
Panel consists of Justices Hightower, Countiss, and Guerra.
MEMORANDUM OPINION
Julie Countiss, Justice
In this interlocutory appeal, appellants, Bradford Coffee, LLC ("Bradford") and Krikor Bedrossian, challenge the trial court's order denying their amended special appearance in favor of appellee, Beantown Roasters, Inc. ("Beantown"), in Beantown's suit against Bradford and Bedrossian for conversion, theft, trespass to chattels, conspiracy, aiding and abetting, assisting and encouraging breach of fiduciary duty, recovery of personal property, unjust enrichment, and declaratory judgment. In their sole issue, Bradford and Bedrossian contend that the trial court erred in denying their amended special appearance.
See Tex. Civ. Prac. & Rem. Code Ann. § 51.014(a)(7).
We affirm.
Background
In its third-party petition, Beantown alleges that it is "in the business of roasting, grinding, and packaging coffee in 'K-Cups' for use in Keurig coffee machines" and then "selling [its] K-Cups [through] Amazon['s] [website]." Beantown previously operated in Nevada, with Jonathan C. Morse ("Chris") as its largest shareholder, sole officer, and director. Jason Morse ("Jason"), Chris's brother, is a minority shareholder of Beantown and was, at times, a non-officer employee of Beantown. However, Jason falsely held himself out as the chief operating officer of Beantown.
See Coffee.org, Inc. v. Green Mountain Coffee Roasters, Inc., No. 2:11-CV-02031, 2012 WL 511485, at *1 (W.D. Ark. Feb. 15, 2012) (mem. op. and order) (explaining "K-[C]up" is "a single-serve coffee capsule that is instrumental in brewing one cup of coffee at a time through the use of a patented machine sold by . . . Keurig, Incorporated" (internal quotations omitted)).
In 2019, Beantown sought to relocate from Nevada "to reduce its overhead costs." Jason introduced Chris to Mills Duncan ("Mills"), owner of Café Verde, LP, doing business as Duncan Coffee Co. ("Duncan Coffee"). Mills offered to lease Beantown part of his facility in Hempstead, Texas (the "Hempstead facility"), telling Chris that the Hempstead facility was "suitable for the operation of Beantown's equipment, including its Seram Aida 2 . . . packaging machine" (the "Seram Aida 2 packaging machine") and "[its] MPE Model 880FX Coffee Granulizer" (the "grinder") (collectively, "Beantown's equipment"). Beantown and Mills negotiated and executed a lease of part of the Hempstead facility.
Under the lease agreement, Beantown was the lessee and Mills and his wife were the lessors. The lease term was from November 1, 2019 to October 31, 2022 but was terminable by either party on ninety days' written notice. The lease agreement stated that "Beantown would have the right to enter the [Hempstead facility] 24 hours a day, 7 days a week." (Internal quotations omitted.)
After executing the lease agreement, Beantown shipped its equipment and other coffee supplies, such as cups, filter paper, and lids "bearing Beantown's logo," to the Hempstead facility and sent its employee, Jason, to set up the equipment. But weeks passed without Beantown's equipment becoming operational, and Jason reported to Chris that there were problems with the electrical facilities and height restrictions at the Hempstead facility. Jason could not get the Seram Aida 2 packaging machine "to work."
In December 2019, Jason stopped communicating with Chris. When Chris contacted Mills, Mills assured Chris that Beantown's equipment was "in place and ready to be put into service," but he stated that he would not allow the removal of any of Beantown's equipment from the Hempstead facility. (Internal quotations omitted.) Mills also placed restrictions on Beantown's access to the Hempstead facility, which was contrary to the lease agreement.
In February 2020, Chris told Mills that he was coming to the Hempstead facility to "get [Beantown's equipment] up and running," and "Mills acknowledged Chris's plan." Jason then sent Chris an email stating that he was the chief operating officer of Beantown and he had "removed and sold . . . [Beantown's] equipment" from the Hempstead facility. (Internal quotations omitted.) Jason also "outlined his plan to take 'control' of Beantown."
When Chris arrived at the Hempstead facility, he saw that some of Beantown's property was still there, but Beantown's equipment-the Seram Aida 2 packaging machine and the grinder-were gone. The Duncan Coffee employees "would not say what had happened to the equipment." It was clear to Chris that the Seram Aida 2 packaging machine "had not been in the [Hempstead facility] for some time."
Beantown further alleges that unbeknownst to it and Chris, in December 2019, Jason contracted, in his individual capacity, to sell several items of Beantown's property, including Beantown's equipment and other coffee supplies, to Bradford, a coffee company located in California. Jason negotiated the contract to sell Beantown's equipment with Bradford's owner, Bedrossian, who resided in California. In exchange for Beantown's equipment and other coffee supplies, Bradford agreed "to pay cash and to deliver a less valuable Chinese-made K-cup machine and other equipment to Jason." According to Beantown, Jason "had no authority to sell Beantown's [equipment and other coffee supplies] and had no ownership interest in [Beantown's] property."
The sale of Beantown's equipment and other coffee supplies to Bradford was "carried out pursuant to at least two written contracts" that listed Jason as the seller and his personal address in Houston, Texas. The contracts stated that payment was to be wired to Jason's personal bank account and required Bradford to arrange to have Beantown's equipment picked up from the Hempstead facility at Bradford's expense.
In January and February 2020, Bradford wired payment for the grinder to Jason's personal bank account. In February 2020, Bradford wired a portion of the payment for the Seram Aida 2 packaging machine and other coffee supplies to the account of Good Karma Coffee and Tea, LLC ("Good Karma Coffee"), a competing Texas coffee company created and owned by Jason. Bradford "delivered the in-kind portion of the purchase price-the Chinese-made K-Cup machine and other equipment and supplies-to Good Karma Coffee's facility" in Stafford, Texas. In February 2020, with Bradford's knowledge and at Bedrossian's direction, Bradford took possession of Beantown's equipment and other coffee supplies at the Hempstead facility and transported the equipment and supplies to Bradford's facility in California.
According to Beantown, Bradford and Bedrossian were fully aware that Jason was not the owner of Beantown's equipment and other coffee supplies and that they "w[ere] stealing that property from Beantown." And Bradford and Bedrossian "knowingly and deliberately participated in Jason['s] . . . theft of Beantown's property." Since receiving Beantown's equipment and the other coffee supplies, Bradford "has used them in its own K-Cup business and has profited from th[eir] use."
Beantown brings claims against Bradford and Bedrossian for conversion, theft, trespass to chattels, conspiracy, aiding and abetting, assisting and encouraging breach of fiduciary duty, recovery of personal property, unjust enrichment, and declaratory judgment. As to its conversion claim, Beantown alleges that it owned and possessed Beantown's equipment and other coffee supplies at the Hempstead facility and Bradford and Bedrossian "wrongfully exercised dominion or control over th[at] property by wrongfully utilizing it, removing it from the [Hempstead facility], concealing it from Beantown, and possibly selling it," and Beantown suffered injury as a result. Beantown also asserts that "[b]y obtaining and retaining possession of" Beantown's equipment and other coffee supplies and "by using them for [their] own business purposes," Bradford and Bedrossian "have unlawfully and without authority exercised dominion over [Beantown's] property inconsistent with and to the exclusion of Beantown's superior rights in th[e] property." Further, "[b]y continuing to retain possession of Beantown's [equipment and other coffee supplies] and by continuing to use [them] after [they] ha[ve] learned that the property belongs to Beantown, Bradford and Bedrossian have engaged in willful and knowing conversion of Beantown's [equipment], and conversion in reckless disregard of Beantown's rights." Beantown seeks "damages[,] including the market value [of the equipment] and lost use of [its equipment], any reasonable repair costs or diminution of value to the [equipment] if damaged, recovery of the [equipment], the imposition of a constructive trust over the proceeds of any sale or use of the [equipment], and exemplary damages."
As to its theft claim, Beantown alleges that Bradford and Bedrossian "unlawfully appropriated Beantown's [equipment and other coffee supplies] from the Hempstead [f]acility as defined by [Texas Penal Code section] 31.03" and Bradford and Bedrossian are "liable to Beantown for actual and additional damages along with costs and attorney's fees under the Texas Theft Liability Act." And as to its trespass-to-chattels claim, Beantown alleges that by obtaining and retaining possession of Beantown's equipment and by using it, Bradford and Bedrossian have wrongfully interfered with Beantown's possession and use of its equipment, and Bradford's and Bedrossian's "wrongful detention of Beantown's [equipment] has damaged the [equipment] and ha[s] deprived Beantown of its use for a substantial period of time." "By retaining possession of [Beantown's equipment] and by continuing to use it when [they] know[] [that] the [equipment] belongs to Beantown, [Bradford and Bedrossian] have engaged in willful and knowing trespass to Beantown's property." As a result, Beantown seeks damages, "including the value of the converted [equipment], Beantown's loss of use, the value of Bradford's and Bedrossian's use, diminution in value, and reasonable royalties for the use of the [equipment]" as well as exemplary damages.
See Tex. Civ. Prac. & Rem. Code Ann. §§ 134.001-.005.
As to its claims for conspiracy, aiding and abetting, and assisting and encouraging breach of fiduciary duty, Beantown alleges that Bradford and Bedrossian entered into agreements with Jason to acquire Beantown's equipment and other coffee supplies "through Jason's breach of fiduciary duties to Beantown and through fraud." According to Beantown, Bradford and Bedrossian "stole and wrongfully used [Beantown's equipment and other coffee supplies] in furtherance of th[at] object." And Bradford and Bedrossian concealed their possession of Beantown's equipment. Further, Bradford and Bedrossian knew of Jason's breach of his fiduciary duties and participated in that breach; Bradford's and Bedrossian's assistance, encouragement, and participation were substantial factors in causing Jason's breach of his fiduciary duties. Thus, Bradford and Bedrossian are liable along with Jason for actual and exemplary damages for Jason's breach of his fiduciary duties.
Beantown alleges that Jason, as an employee of Beantown who was entrusted with Beantown's equipment, owed fiduciary duties to Beantown. According to Beantown, Jason breached his fiduciary duties by, among other things, stealing and converting Beantown's equipment for his own use, usurping Beantown's corporate opportunities, self-dealing, and failing to carry out his obligations to Beantown in good faith. Beantown also sought a declaration that Jason was not an officer of Beantown and had no authority to utilize Beantown's name and trademarks, to operate Beantown's business, to bind Beantown to any contracts, or to use, alienate, transfer, sell, or dispose of Beantown's equipment. And Beantown requested that the trial court declare that Beantown's equipment removed from the Hempstead facility by Jason was Beantown's property.
As to its claim for recovery of personal property against Bradford, Beantown alleges that Bradford "is in possession of tangible personal property that is owned by Beantown," including Beantown's equipment-the Seram Aida 2 packaging machine and the grinder-and other coffee supplies. According to Beantown, Jason "did not have title to that property and had no power to convey title to that property when he purportedly sold it to Bradford," but Bradford "failed and refused to return the property upon demand by Beantown." Beantown asserts that it is entitled to recover possession of Beantown's equipment and other coffee supplies. As to its unjust-enrichment claim, Beantown asserts that Bradford and Bedrossian have been unjustly enriched by their use of Beantown's equipment for Bradford's own business purposes, and Bradford and Bedrossian are liable to Beantown "for the amount by which they have been unjustly enriched."
Beantown seeks actual damages, exemplary damages, to recover its equipment or "an order [from the trial court] that the party in possession [of Beantown's equipment] deliver up its property," forfeiture of compensation, disgorgement of benefits, imposition of a constructive trust, and attorney's fees and costs. Beantown also seeks a declaration that Beantown's equipment and other coffee supplies are its property.
Bradford and Bedrossian filed an amended special appearance, stating that neither Bradford nor Bedrossian are Texas residents. Bradford is incorporated in California, with its principal place of business in California, and Bedrossian is domiciled in California. According to Bradford and Bedrossian, they purchased Beantown's equipment and "other coffee supplies" from "Jason Morse of Beantown Roasters, Inc." in December 2019. (Internal quotations omitted.) Bedrossian "executed bills of sale" for Beantown's equipment and other coffee supplies while in California, and payment for the property was made to a bank in Nevada. Bradford and Bedrossian assert that Bradford "did not take possession" of Beantown's equipment and the other coffee supplies in Texas; rather, Jason arranged for them to be shipped to Bradford in California. Bedrossian and Jason "specifically agreed that[] . . . Bradford would not take possession of [Beantown's equipment and other coffee supplies] until Bradford had an opportunity to inspect [them] upon [their] arrival in California."
Bradford and Bedrossian asserted that Texas did not have specific jurisdiction over them, they did not "have the requisite minimum contacts with Texas to render them subject to the jurisdiction of [the] Texas courts," and because Bradford and Bedrossian lacked the requisite minimum contacts with Texas, there was no need to consider whether the exercise of jurisdiction over them in Texas would offend traditional notions of fair play and substantial justice. According to Bradford and Bedrossian, it "can never be[] fair play or substantial justice to hale . . . defendant[s] into a court in a state with which [they] lack[] minimum contacts." As to minimum contacts, Bradford and Bedrossian argue that they lack the requisite minimum contacts with Texas because "[t]he purchase of goods from Texas by an out-of-state party does not satisfy the minimum contacts requirement for jurisdiction," Bradford "took [p]ossession of [Beantown's equipment] in California, not Texas," an "[a]lleged [c]onspiracy with a Texas [r]esident does not [c]reate [j]urisdiction," and because of the fiduciary-shield doctrine, Bedrossian's "[a]cts on [b]ehalf of Bradford do not [c]reate [j]urisdiction [o]ver [h]im [p]ersonally." (Emphasis omitted.)
Bradford and Bedrossian attached to their amended special appearance Bedrossian's declaration in which he stated that he is a resident of California and the president of Bradford. Bradford is incorporated in California, with its principal place of business in Los Angeles, California. According to Bedrossian, in December 2019, Bradford purchased a "packing machine," a grinder, and "other coffee supplies" from Jason. Bradford's corporate funds were used for the purchase, and payment was made to a bank in Nevada. Beantown's equipment and other coffee supplies were purchased for and then used by Bradford "in its corporate endeavors." Bedrossian stated that he "did not purchase" Beantown's equipment and other coffee supplies with his "personal funds" and the items were not "for [his] personal use."
Bedrossian also stated that Bradford did not take possession of Beantown's equipment and other coffee supplies in Texas. Instead, Jason coordinated the shipping of Beantown's property to California, and Bradford took possession of the property in California. Bradford "did correspond with the shipping company," but the shipping company was selected by Jason, who had made initial contact with the company and coordinated "all the packing, loading, and shipping." "There was no agreement between Bradford and Jason . . . that Bradford would take possession" of Beantown's equipment and other coffee supplies "until [they] arrived in California and Bradford had an opportunity to inspect [them]." Jason "told [Bedrossian] during the negotiation for the sale . . . that [Beantown's equipment] had some damage." Because neither Bradford nor Bedrossian "had an opportunity to inspect [Beantown's equipment] before it was shipped to California," Bedrossian "agreed with [Jason] that Bradford would not take possession of the [e]quipment until it arrived in California and Bradford had an opportunity to inspect [it]."
Bradford and Bedrossian also attached to their amended special appearance copies of the "Bill[s] of Sale" for Beantown's equipment. The bill of sale for the Seram Aida 2 packaging machine is dated December 28, 2019. The seller is listed as Jason, along with his personal address in Houston, and the purchaser is listed as Bradford, with its address in Los Angeles. It is signed by Jason as the "[s]eller" and Bedrossian as the "[b]uyer." The bill of sale states:
Bedrossian's signature appears on the bill of sale for the Seram Aida 2 packaging machine.
I, Jason . . . of Beantown . . . [,] [a]gree to sell my Seram Aida 2 Sealing and Filling KCup Machine and 6 pallets of Glatfeltor paper for the sum of $125,000 U.S. Dollars and will in addition receive the machine pictured and received video of said machine via text message . . . from . . . [Bedrossian].
[Bradford] understands that this item is used. No warranty applies to the item being purchased.
Bradford . . . is responsible for all shipping costs, as well as paying for Riggers/Heavy machine movers to insure safe loading and transport of the items.
Payment terms are as follows:
Sale [p]rice $125,000 U.S. Dollars and China machine sent via picture and video.
1st Payment 40%=$50,000 due upon truck being loaded with above purchased item. Photos will be sent to ensure cargo (above purchased and described item) was safely loaded. Truck will be held for departure from location until [b]ank wired funds post in [Jason's] account. Bank wire information for first payment [is]: [U.S. Bank account for Jason, with Jason's Houston address listed].
2nd Payment Balance due (less China KCUP machine) of 60%=$75,000 due upon delivery to Bradford . . . . [Jason] might change account for final balance payment to be sent via bank wire. Shipment/pickup should be scheduled as soon as possible. This depends on availability of Riggers/Heavy Machinery Movers. [Jason] will advise and contact [Bedrossian] at Bradford . . . of the soonest date available for this. Truck will need to arrive between 8-10am CST. Pickup address: . . . Hempstead, TX 77445.
3rd Payment and final payment is the named China KCUP Machine, 500,000 filters and the purchase of discussed and agreed upon grinder for $5,000 from Jason . . . to Bradford . . . upon loading of final payment items. It is to be shipped from Bradford . . . no later than February 21st, 2020. Jason . . . the seller is responsible for payment and carrier arrangements for this machine.
2nd and 3rd payment[s] may not be delayed in any case, unless agreed upon by both [Bradford] and [Jason]. If either payment 2 or payment 3/final payment is not received in the above outlined and agreed upon time[,] [Bradford] will forfeit the first payment of [sic] made and not be reimbursed for any associated costs. [Jason] then can reclaim and pickup the item at his sole expense within 60 days from Bradford . . . .
It is [Bradford's] responsibility to inspect the purchased equipment during off-loading and before signing and accepting the purchased above items.
The bill of sale for the grinder is also dated December 28, 2019. The seller is listed as Jason, along with his personal address in Houston, and the purchaser is listed as Bradford, with its address in Los Angeles. It is signed by Jason as the "[s]eller" and signed by Bedrossian as the "[b]uyer." The bill of sale states:
The copy of the bill of sale for the grinder that Bradford and Bedrossian attached to their amended special appearance did not include Jason's signature. But Beantown attached a copy of the bill of sale for the grinder to its response to the amended special appearance and that copy was signed by Jason as the "[s]eller."
Bedrossian's signature appears on the bill of sale for the grinder.
I, Jason . . . of Beantown . . ., [a]gree to sell my MPE Model 800FX Coffee Granulizer for the sum of $39,500 U.S. Dollars on 12/28/2019. The options and upgrades for the item being sold are all listed in the Quotation: Q08-73831.01 that [Bradford] has already received a copy of for review. [Jason] will also forward/attach an additional copy with this Bill of Sale.
[Bradford] understands that this item is used. No warranty applies to the item being purchased.
Bradford . . . is responsible for all shipping costs, as well as items needed to assist with the loading and safe transport of the item. Please order and ship to [Jason] the 2 items requested earlier (6,500lb or stronger pallet jack and steal [sic] pallet with 8,000lb capacity 48x48[]). [Jason] will be happy to assist with sourcing the items further if needed. If additional straps or any other materials are needed to assist with securing the shipment for safe travels, [Bradford] agrees to reimburse up to $500 to Jason . . . for materials purchased. Any of these additional items and the specific two mentioned above will become [Bradford's] property and sent with shipment once the final balance has been paid and satisfied.
Payment terms are as follows:
Sales Price $39,500
1st Payment 25% $9,875 due upon receiving and accepting the Bill of Sale. Bank wire information for the first payment [is]: [U.S. Bank account for Jason, with Jason's Houston address listed.]
2nd Payment 25% $9,875 due day before loading and shipping. Method of payment and bank information TBD by [Jason]. Shipment can be scheduled as soon as 1/31/2020 until 2/14/2020. Pickup window will need to be between 3-7pm CST. Monday-Friday. [Jason] must receive the required items to assist in shipping and handling as mentioned above. Th[o]se items are to be sent to the following address, which is the same as the shipment pickup address: . . . Hempstead, TX 77445.
3rd Payment 25% $9,875 due day within 2 business days after [Bradford] has received, unloaded and inspected item. Method of payment and bank information TBD by [Jason].
4th and Final Payment 25% $9,875 is due no later than 30 days after receiving 3rd payment. Method of payment and bank information TBD by [Jason].
Final payment may not be delayed in any case, unless agreed upon by both [Bradford] and [Jason]. If either payment 3 or payment 4/final payment is not received in the above outlined and agreed upon time[,] [Bradford] will forfeit the 2 payments made and not be reimbursed for any associated costs. [Jason] then can reclaim and pickup the item at his sole expense within 60 days from Bradford . . . .
It is [Bradford's] responsibility to test the purchased equipment within this thirty-day time period. [Jason] . . . ha[s] offered and [is] available to assist with startup if needed. [Jason] would require a minimum of a week notice. [Bradford] would be responsible for all travel and lodging expenses for Jason . . . . As well as a $200 per day rate.
In its response to Bradford's and Bedrossian's amended special appearance, Beantown explained that in 2019, Jason, an employee of Beantown, sold Beantown's equipment and other coffee supplies to Bradford. Jason had no authority to sell the equipment and other coffee supplies, and he kept the proceeds from the sale for himself. In purchasing Beantown's equipment, Bedrossian, Bradford's owner, negotiated and signed two bills of sale with Jason. Each bill of sale listed Jason as the "seller" with his personal address in Houston. Both bills of sale required Bradford to pay Jason by wiring money to his personal bank account, and the wiring instructions included Jason's Houston address. The bills of sale also required Bradford to pay for shipping and all related costs and provided express instructions for pickup of Beantown's equipment in Hempstead. The bill of sale for the Seram Aida 2 packaging machine also called for part of the purchase price to be paid in kind through the shipment of certain equipment to Jason in Texas.
According to Beantown, Bradford understood that it was purchasing Beantown's equipment and other coffee supplies from a seller in Texas. Bradford scheduled the pickup of the equipment in Texas. Bradford paid for the shipment of Beantown's equipment and other coffee supplies, and it arranged the shipment of the in-kind portion of the purchase price to Texas. Bradford wired payment to Jason's personal bank account in Texas and to the bank account of Good Karma Coffee-Jason's competing Texas coffee company.
Beantown noted that it had alleged in its third-party petition that Bradford and Bedrossian knew that Beantown owned the equipment and other coffee supplies being sold by Jason but agreed to buy the items from him anyway. And they acted in furtherance of the conspiracy by "arranging and paying for the truck that was used to accomplish the physical theft of Beantown's property." They also acted in furtherance of the conspiracy by deliberately paying Jason and his separate, competing company, Good Karma Coffee, for Beantown's equipment. And they "persisted in the object of th[e] conspiracy by retaining [Beantown's equipment] rather than return[ing] [the equipment] to Beantown."
Beantown asserted that Bradford and Bedrossian were subject to specific jurisdiction in Texas. Bradford purposefully availed itself of the privilege of conducting business in Texas by negotiating the purchase from Jason-a Texas resident-of Beantown's equipment and other coffee supplies located in Texas, arranging and paying for the shipment from Texas, taking title to the equipment in Texas, and paying the purchase price in cash and in kind to Texas. Further, Bradford and Bedrossian knew that Jason was stealing Beantown's equipment and other coffee supplies but agreed to purchase them anyway and directly participated in the theft of Beantown's equipment. "The object of the conspiracy was the theft of property in Texas, and Bradford and Bedrossian acted in furtherance of th[e] conspiracy in Texas by arranging and paying for the shipment of [Beantown's equipment and other coffee supplies]-the actual, physical theft of the property- from Texas." Still yet, Bedrossian could not use the fiduciary-shield doctrine to negate jurisdiction because it did not apply to the intentional tort claims alleged by Beantown against Bedrossian. According to Beantown, Bradford and Bedrossian had sufficient minimum contacts with Texas and the exercise of jurisdiction would not offend traditional notions of fair play and substantial justice.
Beantown attached to its response copies of the bills of sale for Beantown's equipment. It also attached a copy of a "Bill of Lading" showing the shipment of "the in-kind portion of the purchase price" from Bradford to Jason and his company, Good Karma Coffee, in Stafford. And Beantown attached copies of emails between Bedrossian and Jason and emails between Bradford and Schneider Transportation Management setting up shipment of Beantown's equipment. In those emails with Schneider Transportation Management, an employee of Bradford states that the shipment is coming from Jason at an address in Hempstead and is being shipped to Bradford in California. In one email, Dario Jimenez, an employee of Bradford, tells Emilie Pigeon, a senior logistics sales account executive from Schneider Transportation Management, that he is: "Looking to book a truck for th[e] coming Thursday, Feb 06 as follows[:] Pick up from: 77445[;] Deliver [t]o: 90023[;] . . . Contents one Packaging Machine[] and assorted parts." Pigeon then responds, saying: "Yes we can pick that up $2[,]175." In another email, Jimenez states, "[L]et's book it," in regard to the shipment of Beantown's equipment from Jason in Hempstead to Bradford in California.
Further, Beantown attached a copy of Jason's U.S. Bank statement, listing Jason's Houston address and showing electronic deposits by Bedrossian on January 24, 2020 and February 5, 2020, each in the amount of $9,875, as well as a copy of a Chase Bank statement for Good Karma Coffee, listing an address in Houston and showing deposits from Bradford on February 10, 2020 and February 12, 2020, in the amounts of $50,000 and $75,000 respectively.
Additionally, Beantown attached to its response the transcript from the deposition of Bedrossian, during which he stated that he is the chief executive officer and president of Bradford. In 2019, Bradford purchased the Seram Aida 2 packaging machine from Jason. Jason called Bedrossian and said, "We're selling our K-cup machine if you would be interested in . . . purchasing it." Jason said that the Seram Aida 2 packaging machine was "in Houston." Bedrossian only negotiated the sale of the Seram Aida 2 packaging machine with Jason and no one else.
While looking at the bill of sale for the Seram Aida 2 packaging machine during his deposition, Bedrossian testified that he signed it on behalf of Bradford in December 2019. Bradford was the entity purchasing the Seram Aida 2 packaging machine, and the bill of sale listed the seller as Jason, along with Jason's personal Houston address. Bedrossian noted that when he signed the bill of sale, he knew that Bradford was purchasing the Seram Aida 2 packaging machine from a seller in Texas, and he knew that the machine was located in Hempstead. Bedrossian also explained that, per the bill of sale, payment for the Seram Aida 2 packaging machine was to be wired to Jason's bank account, and Bedrossian believed that Bradford wired the money to purchase the Seram Aida 2 packaging machine to Jason's bank account.
Bedrossian also testified that Jason had "coordinated the truck" to pick up the Seram Aida 2 packaging machine in Hempstead but that Bradford paid for the shipping of the Seram Aida 2 packaging machine from Hempstead to California. And Bedrossian stated that Bradford actually "book[ed] the truck" for the shipment of the Seram Aida 2 packaging machine because Bradford was "to pay for it."
Additionally, Bedrossian noted that part of the purchase price for the Seram Aida 2 packaging machine was an "in kind" payment "in the form of a Chin[ese-made] K-cup machine and some filters." That machine and the filters were located in California, and Jason coordinated the truck for that shipment.
Bedrossian further testified that Bradford purchased a grinder from Jason. Bedrossian signed a bill of sale on behalf of Bradford for the grinder, and when he signed the bill of sale, he knew that Bradford was purchasing the grinder from a seller in Texas and that the grinder was located in Texas. Bedrossian noted that the bill of sale stated that Jason was the "seller" of the grinder "with a Texas address." And the bill of sale stated that payment was to be made to a bank account with Jason's name on it. The bill of sale provided that Bradford was responsible for all shipping costs for the grinder "as well as items needed to assist with loading and safe transport of the [grinder]." And Bradford agreed "to reimburse Jason . . . up to $500 for any additional materials needed for [the] shipment" of the grinder. The grinder was shipped from Hempstead, as stated in the bill of sale. Bradford paid Jason in accordance with the bill of sale. Bedrossian stated that the grinder was shipped to California with the Seram Aida 2 packaging machine, and Bradford paid for the shipping of the grinder. The grinder was "picked up" by a trucking company in Texas.
Bedrossian, while viewing a bill of lading during his deposition, testified that the bill of lading "reflect[ed] the shipment of property that was part of the purchase price for the Seram A[ida] 2 [packaging machine] or the grinder." And the bill of lading showed that Bradford had shipped a "part of the purchase price" for Beantown's equipment to Good Karma Coffee in Stafford. According to Bedrossian, Jason arranged for that shipment to Texas. Bedrossian stated though that Bradford "book[ed] the truck" for the shipment of the grinder because Bradford was "to pay for it."
Bedrossian also testified about copies of emails between Jimenez, Bradford's general manager, and Pigeon, an employee of Schneider Transportation Management, in which Jimenez was "asking to book a truck to pick up something from 77445 [z]ip code and deliver it to Bradford['s] . . . facility in California." Jimenez also asked "Schneider Transportation [Management] to insure the shipment." The emails also noted that "shipping [was] from . . . an address in Hempstead." Bradford reached out to Schneider Transportation Management to actually book the truck.
Bedrossian further explained that at the time of his deposition, in April 2021, Beantown's equipment was located at Bradford's facility in California. And Bedrossian noted, in regard to Bradford's payments to Jason for Beantown's equipment, that Bradford made part of its required payments before Beantown's equipment was shipped to California and another part of its required payments after Beantown's equipment was delivered to Bradford. This was because Jason told Bedrossian that Beantown's equipment "had damages" and Bradford had "never seen the equipment before." According to Bedrossian, Jason "put a clause in the agreement[s] that [Bradford] c[ould] reject [Beantown's equipment] if [it] arrive[d] and [Bradford] d[id] [not] accept [it]." Bradford and Jason agreed that if Bradford did not accept Beantown's equipment when it arrived then Bradford would ship it back to Jason and Jason would return Bradford's payments. Bedrossian believed that Bradford would not take possession of Beantown's equipment until it was in California.
Beantown also attached to its response a copy of Jason's testimony from a show-cause hearing in the trial court. During the hearing, Jason testified that he sold property belonging to Beantown, and Bradford was in possession of Beantown's equipment-the Seram Aida 2 packaging machine and the grinder. Beantown's equipment had been removed from the Hempstead facility along with some supplies that "would only work with the machine[s]." According to Jason, Bradford "sent a truck" to transport Beantown's equipment to Bradford's facility. Jason received money in exchange for Beantown's equipment, which was wired to Jason's back account. Jason also received "some property from Bradford" in exchange for Beantown's equipment "as part of the purchase price." Jason had purchased property with the money he received from Bradford, and that property was located at Good Karma Coffee's facility in Stafford.
Jason noted that his company, Good Karma Coffee, also had a bank account.
After a hearing, the trial court denied Bradford's and Bedrossian's amended special appearance.
At the hearing on the amended special appearance, the trial court heard argument of counsel. It also admitted into evidence certain exhibits-the same exhibits attached to Bradford's and Bedrossian's amended special appearance and to Beantown's response.
Appellate Jurisdiction
As an initial matter, Beantown argues that this Court lacks jurisdiction over this appeal because the notice of appeal filed by Bradford and Bedrossian was untimely.
"[C]ourts always have jurisdiction to determine their own jurisdiction," and "[a]ppellate jurisdiction is never presumed." Heckman v. Williamson Cnty., 369 S.W.3d 137, 146 n.14 (Tex. 2012) (internal quotations omitted); Florance v. State, 352 S.W.3d 867, 871 (Tex. App.-Dallas 2011, no pet.); see also Royal Indep. Sch. Dist. v. Ragsdale, 273 S.W.3d 759, 763 (Tex. App.-Houston [14th Dist.] 2008, no pet.) (jurisdiction fundamental in nature and cannot be ignored). Whether we have jurisdiction is a question of law, which we review de novo. See Tex. A & M Univ. Sys. v. Koseoglu, 233 S.W.3d 835, 840 (Tex. 2007). If we lack jurisdiction over this appeal, it must be dismissed. See Ragsdale, 273 S.W.3d at 763; Alaniz v. O'Quinn Law Firm, No. 01-14-00027-CV, 2015 WL 6755614, at *3 (Tex. App.-Houston [1st Dist.] Nov. 5, 2015, no pet.) (mem. op.).
Any party "seek[ing] to alter the trial court's . . . appealable order" must timely file a notice of appeal. Tex.R.App.P. 25.1(c). Generally, if a party fails to timely file a notice of appeal, we have no jurisdiction to address the merits of that party's appeal. See Tex. R. App. P. 25.1(b); In re K.L.L., 506 S.W.3d 558, 560 (Tex. App.-Houston [1st Dist.] 2016, no pet.) (without timely notice of appeal, appellate court lacks jurisdiction over appeal); Brashear v. Victoria Gardens of McKinney, L.L.C., 302 S.W.3d 542, 545-46 (Tex. App.-Dallas 2009, no pet.) (timely filing of notice of appeal is jurisdictional prerequisite).
In an accelerated appeal, a notice of appeal must be filed within twenty days after the trial court's order is signed. See Tex. R. App. P. 26.1(b), 28.1(a) (appeal from interlocutory order is accelerated); In the Interest of A.J.U., No. 01-16-00371-CV, 2016 WL 3946925, at *1 (Tex. App.-Houston [1st Dist.] July 19, 2016, no pet.) (mem. op.); see also Mitchell v. Estrada, No. 02-22-00005-CV, 2022 WL 1183342, at *1 (Tex. App.-Fort Worth Apr. 21, 2022, no pet.) (mem. op.) ("Interlocutory appeals are accelerated, and any corresponding notices of appeal must be filed within [twenty] days. An appeal from an order granting [or denying] a special appearance is an interlocutory order." (internal citations omitted)). The time within which to file a notice of appeal may be enlarged if, within fifteen days after the deadline for filing the notice of appeal, appellants file their notice of appeal in the trial court and a motion for extension of time to file a notice of appeal in the appellate court. See Tex. R. App. P. 10.5(b), 26.3; In the Interest of A.J.U., 2016 WL 3946925, at *1.
The trial court signed its order denying Bradford and Bedrossian's amended special appearance on May 5, 2021. Thus, Bradford and Bedrossian's notice of appeal was due on May 25, 2021. Bradford and Bedrossian filed their notice of appeal on June 4, 2021. Although Bradford and Bedrossian did not file a motion for extension of time when they filed their notice of appeal, a motion for extension of time is necessarily implied when appellants, acting in good faith, file a notice of appeal beyond the time allowed by Texas Rule of Appellate Procedure 26.1, but within the fifteen-day extension period provided by Texas Rule of Appellate Procedure 26.3, and appellants reasonably explain the need for an extension. See Tex. R. App. P. 26.1(b), 26.3; Verburgt v. Dorner, 959 S.W.2d 615, 617 (Tex. 1997); In the Interest of A.J.U., 2016 WL 3946925, at *1. Here, Bradford and Bedrossian filed their notice of appeal within the fifteen-day extension period, and in response to this Court's October 5, 2021 notice, they provided, in writing, a reasonable explanation for untimely filing their notice of appeal. See Hone v. Hanafin, 104 S.W.3d 884, 887 (Tex. 2003) ("[T]he court of appeals should ordinarily accept the appellant's explanations as reasonable."); Hernandez v. Lopez, 288 S.W.3d 180, 184 (Tex. App.-Houston [1st Dist.] 2009, no pet.) (holding appellant's explanation that he in good faith believed he filed notice of appeal on time and had inadvertently miscalculated dates was reasonable and supported extension of time); see also First Colony Cmty. Servs. Ass'n v. Valentz, No. 01-16-00060-CV, 2017 WL 711740, at *2-3 (Tex. App.-Houston [1st Dist.] Feb. 23, 2017, no pet.) (mem. op.) ("A reasonable explanation is any plausible statement of circumstances indicating that failure to file within the [required] period was not deliberate . . . or intentional but was the result of inadvertence, mistake or mischance." (alterations in original) (internal quotations omitted)). We hold that we have jurisdiction to consider the merits of this appeal. See Valentz, 2017 WL 711740, at *3.
Personal Jurisdiction
In their sole issue, Bradford and Bedrossian argue that the trial court erred in denying their amended special appearance and concluding that Texas has personal jurisdiction over them because Bradford and Bedrossian are not residents of Texas and "do not have the minimum contacts with Texas necessary for Texas courts to have [specific] jurisdiction over them."
The existence of personal jurisdiction is a question of law, which must sometimes be preceded by the resolution of underlying factual disputes. BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002); Paul Gillrie Inst., Inc. v. Universal Comput. Consulting, Ltd., 183 S.W.3d 755, 759 (Tex. App.- Houston [1st Dist.] 2005, no pet.). When the underlying facts are undisputed or otherwise established, we review a trial court's denial of a special appearance de novo. Paul Gillrie Inst., 183 S.W.3d at 759. Where, as here, a trial court does not issue findings of fact or conclusions of law with its special-appearance ruling, all fact findings necessary to support the judgment and that are supported by the evidence are implied. Marchand, 83 S.W.3d at 795; Paul Gillrie Inst., 183 S.W.3d at 759.
A trial court determines a "special appearance on the basis of the pleadings, any stipulations made by and between the parties, such affidavits and attachments as may be filed by the parties, the results of discovery processes, and any oral testimony." Tex.R.Civ.P. 120a(3). The plaintiff bears the initial burden of pleading allegations sufficient to bring the nonresident defendants within the provisions of the Texas long-arm statute. Am. Type Culture Collection v. Coleman, 83 S.W.3d 801, 807 (Tex. 2002); Paul Gillrie Inst., 183 S.W.3d at 759. The burden of proof then shifts to the nonresident defendants to negate all the bases of jurisdiction alleged by the plaintiff. Kawasaki Steel Corp. v. Middleton, 699 S.W.2d 199, 203 (Tex. 1985); see also Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 658 (Tex. 2010) ("Because the plaintiff defines the scope and nature of the lawsuit, the defendant's corresponding burden to negate jurisdiction is tied to the allegations in the plaintiff's pleading.").
A single basis for personal jurisdiction is sufficient to confer jurisdiction over the nonresident defendants. See Citrin Holdings, LLC v. Minnis, 305 S.W.3d 269, 279 (Tex. App.-Houston [14th Dist.] 2009, no pet.). Thus, if the nonresident defendants are subject to specific jurisdiction, this is sufficient. See Am. Express Centurion Bank v. Haryanto, 491 S.W.3d 337, 346 n.8 (Tex. App.-Beaumont 2016, no pet.); Minnis, 305 S.W.3d at 279; see also Tex. R. App. P. 47.1. A court need also not assess the nonresident defendants' contacts on a claim-by-claim basis where, as here, all claims essentially arise from the same forum contacts. See Moncrief Oil Int'l Inc. v. OAO Gazprom, 414 S.W.3d 142, 150-51 (Tex. 2013); Proppant Sols., LLC v. Delgado, 471 S.W.3d 529, 537 (Tex. App.-Houston [1st Dist.] 2015, no pet.). Where a case involves several defendants, the plaintiff must specify, and the court must examine, "each [nonresident] defendant's actions and contacts with the forum"; the nonresident defendants' contacts cannot be aggregated. See Morris v. Kohls-York, 164 S.W.3d 686, 693 (Tex. App.-Austin 2005, pet. dism'd); see also Loya v. Taylor, No. 01-14-01014-CV, 2016 WL 6962312, at *3 (Tex. App.-Houston [1st Dist.] Nov. 29, 2016, pet. denied) (mem. op.).
A court may assert personal jurisdiction over nonresident defendants only if the requirements of both the Fourteenth Amendment's due process clause and the Texas long-arm statute are satisfied. See U.S. Const. amend. XIV, § 1; Tex. Civ. Prac. & Rem. Code Ann. § 17.042; Guardian Royal Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223, 226-27 (Tex. 1991). The Texas long-arm statute allows a court to exercise personal jurisdiction over nonresident defendants who do business in Texas. Tex. Civ. Prac. & Rem. Code Ann. § 17.042. The nonresident defendants "do[] business" in Texas if they "contract[] by mail or otherwise with a Texas resident and either party is to perform the contract in whole or in part" in Texas, they "commit[] a tort in whole or in part" in Texas, or they "recruit[] Texas residents, directly or through an intermediary located in [Texas], for employment inside or outside the state." Id. The Texas Supreme Court has repeatedly interpreted this statutory language "to reach as far as the federal constitutional requirements of due process will allow." Guardian Royal, 815 S.W.2d at 226. Therefore, the requirements of the Texas long-arm statute are satisfied if the exercise of personal jurisdiction comports with federal due process limitations. Id.
The United States Constitution permits a state to assert personal jurisdiction over nonresident defendants only if they have some minimum, purposeful contacts with the state and if the exercise of jurisdiction will not offend traditional notions of fair play and substantial justice. Dawson-Austin v. Austin, 968 S.W.2d 319, 326 (Tex. 1998). Nonresident defendants who have purposefully availed themselves of the privileges and benefits of conducting business in the state have sufficient contacts with the state to confer personal jurisdiction. See Guardian Royal, 815 S.W.2d at 226.
The "purposeful availment" requirement has been characterized by the Texas Supreme Court as the "touchstone of jurisdictional due process." Michiana Easy Livin' Country, Inc. v. Holten, 168 S.W.3d 777, 784 (Tex. 2005). In Michiana, the supreme court articulated three important aspects of the purposeful availment inquiry. Id. at 785. First, only the nonresident defendants' contacts with the forum count. Id. This ensures that the nonresident defendants are not haled into a jurisdiction solely by the unilateral activities of a third party. Id. (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)). Second, the acts relied on must be purposeful; the nonresident defendants may not be haled into a jurisdiction solely based on contacts that are "random, isolated, or fortuitous." Id. (quoting Keeton v. Hustler Mag., Inc., 465 U.S. 770, 774 (1984)). Third, the nonresident defendants "must seek some benefit, advantage, or profit by 'availing' [themselves] of the jurisdiction" because "[j]urisdiction is premised on notions of implied consent" and by "invoking the benefits and protections of a forum's laws, . . . nonresident[s] consent[] to suit there." Id. (citing World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)).
The nonresident defendants' contacts with a forum can give rise to either general or specific jurisdiction. Marchand, 83 S.W.3d at 795. Specific jurisdiction is established if the nonresident defendants' alleged liability arises from or relates to an activity conducted within the forum. Marchand, 83 S.W.3d at 796. When specific jurisdiction is asserted, the minimum contacts analysis focuses on the relationship between the nonresident defendants, the forum, and the litigation. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 575-76 (Tex. 2007).
Foreseeability is an important consideration in deciding whether nonresident defendants have purposefully established minimum contacts with the forum state. Burger King Corp., 471 U.S. at 474; Guardian Royal, 815 S.W.2d at 227. The concept of foreseeability is implicit in the requirement that there be a substantial connection between the nonresident defendants and Texas, arising from actions or conduct of the nonresident defendants purposefully directed toward Texas. Guardian Royal, 815 S.W.2d at 227.
A. Specific Jurisdiction
In a portion of their sole issue, Bradford and Bedrossian argue that the trial court erred in concluding that Texas has specific jurisdiction over them because "[t]he purchase of goods from Texas by an out-of-state party does not satisfy the minimum contacts requirement," Bradford "took [p]ossession of [Beantown's] [e]quipment in California, not Texas," the "mere allegation that [Bradford and Bedrossian] conspired with a Texas resident is not enough to give Texas courts jurisdiction over [them]," and under the fiduciary-shield doctrine, Bedrossian's actions on behalf of Bradford cannot create jurisdiction over him personally. (Emphasis omitted.)
In determining whether Beantown has pleaded sufficient jurisdictional facts, we consider its pleadings as well as its response to the amended special appearance. See Tex. R. Civ. Proc. 120a(3); Max Protetch, Inc. v. Herrin, 340 S.W.3d 878, 883 (Tex. App.-Houston [14th Dist.] 2011, no pet.); Touradji v. Beach Cap. P'ship, L.P., 316 S.W.3d 15, 23 (Tex. App.-Houston [1st Dist.] 2010, no pet.). In conducting our review, we accept as true the allegations in Beantown's third-party petition. See Tex. Dep't of Transp. v. Ramirez, 74 S.W.3d 864, 867 (Tex. 2002) (in considering jurisdictional motions, reviewing court construes liberally pleadings in plaintiff's favor); Max Protetch, 340 S.W.3d at 883; Touradji, 316 S.W.3d at 23.
In its third-party petition, Beantown alleges that it is "in the business of roasting, grinding, and packaging coffee in 'K-Cups' for use in Keurig coffee machines" and then "selling [its] K-Cups [through] Amazon['s] [website]." Beantown previously operated in Nevada, with Chris as its largest shareholder, sole officer, and director. Jason was a non-officer employee of Beantown. In 2019, Beantown decided to relocate its business from Nevada to Texas. Beantown negotiated and executed a lease with Mills, the owner of Duncan Coffee, to lease part of Mills's Hempstead facility in Hempstead.
After executing the lease agreement with Mills, Beantown shipped its equipment and other coffee supplies to the Hempstead facility and sent Jason to set up the equipment. But weeks passed without Beantown's equipment becoming operational. In December 2019, Jason stopped communicating with Chris. In February 2020, Chris decided to visit the Hempstead facility to "get [Beantown's equipment] up and running." Jason then sent Chris an email stating that he was the chief operating officer of Beantown and he had "removed and sold . . . [Beantown's] equipment" from the Hempstead facility. (Internal quotations omitted.) Jason also "outlined his plan to take 'control' of Beantown."
When Chris arrived at the Hempstead facility in February 2020, he saw that some of Beantown's property was still there, but Beantown's equipment-the Seram Aida 2 packaging machine and the grinder-were gone. It was clear to Chris that the Seram Aida 2 packaging machine "had not been in the [Hempstead facility] for some time."
Beantown alleges that unbeknownst to it and Chris, in December 2019, Jason contracted, in his individual capacity, to sell several items of Beantown's property, including Beantown's equipment and other coffee supplies, to Bradford, a California coffee company. Jason negotiated the contract to sell Beantown's equipment with Bradford's owner, Bedrossian, who resided in California. In exchange for Beantown's equipment and other coffee supplies, Bradford agreed "to pay cash and to deliver a less valuable Chinese-made K-cup machine and other equipment to Jason." Beantown asserts that Jason "had no authority to sell Beantown's [equipment and other coffee supplies] and had no ownership interest in [Beantown's] property."
The sale of Beantown's equipment and other coffee supplies to Bradford was "carried out pursuant to at least two written contracts" that listed Jason as the seller and his personal address in Houston. The contracts stated that payment was to be wired to Jason's personal bank account and required Bradford to arrange to have Beantown's equipment picked up from the Hempstead facility at Bradford's expense.
In January and February 2020, Bradford wired payment for the grinder to Jason's personal bank account. In February 2020, Bradford wired a portion of the payment for the Seram Aida 2 packaging machine and other coffee supplies to the account of Good Karma Coffee, Jason's competing Texas coffee company. Bradford "delivered the in-kind portion of the purchase price-the Chinese-made K-Cup machine and other equipment and supplies-to Good Karma Coffee's facility" in Stafford. In February 2020, with Bradford's knowledge and at Bedrossian's direction, Bradford took possession of Beantown's equipment and other coffee supplies at the Hempstead facility and transported the equipment and supplies to Bradford's facility in California.
According to Beantown, Bradford and Bedrossian were fully aware that Jason was not the owner of Beantown's equipment and other coffee supplies and that they "w[ere] stealing that property from Beantown." And Bradford and Bedrossian "knowingly and deliberately participated in Jason['s] . . . theft of Beantown's property." Since receiving Beantown's equipment and the other coffee supplies, Bradford "has used them in its own K-Cup business and has profited from th[eir] use."
Beantown brings claims against Bradford and Bedrossian for conversion, theft, trespass to chattels, conspiracy, aiding and abetting, assisting and encouraging breach of fiduciary duty, recovery of personal property, unjust enrichment, and declaratory judgment. As to its conversion claim, Beantown alleges that it owned and possessed Beantown's equipment and other coffee supplies at the Hempstead facility and Bradford and Bedrossian "wrongfully exercised dominion or control over th[at] property by wrongfully utilizing it, removing it from the [Hempstead facility], concealing it from Beantown, and possibly selling it," and Beantown suffered injury as a result. Beantown also asserts that "[b]y obtaining and retaining possession of" Beantown's equipment and other coffee supplies and "by using them for [their] own business purposes," Bradford and Bedrossian "have unlawfully and without authority exercised dominion over [Beantown's] property inconsistent with and to the exclusion of Beantown's superior rights in th[e] property." Further, "[b]y continuing to retain possession of Beantown's [equipment and other coffee supplies] and by continuing to use [them] after [they] ha[ve] learned that the property belongs to Beantown, Bradford and Bedrossian have engaged in willful and knowing conversion of Beantown's [equipment], and conversion in reckless disregard of Beantown's rights."
As to its theft claim, Beantown alleges that Bradford and Bedrossian "unlawfully appropriated Beantown's [equipment and other coffee supplies] from the Hempstead [f]acility as defined by [Texas Penal Code section] 31.03." And as to its trespass-to-chattels claim, Beantown alleges that by obtaining and retaining possession of Beantown's equipment and by using it, Bradford and Bedrossian have wrongfully interfered with Beantown's possession and use of its equipment, and Bradford's and Bedrossian's "wrongful detention of Beantown's [equipment] has damaged the [equipment] and ha[s] deprived Beantown of its use for a substantial period of time." "By retaining possession of [Beantown's equipment] and by continuing to use it when [they] know[] [that] the [equipment] belongs to Beantown, [Bradford and Bedrossian] have engaged in willful and knowing trespass to Beantown's property."
As to its claims for conspiracy, aiding and abetting, and assisting and encouraging breach of fiduciary duty, Beantown alleges that Bradford and Bedrossian entered into agreements with Jason to acquire Beantown's equipment and other coffee supplies "through Jason's breach of fiduciary duties to Beantown and through fraud." According to Beantown, Bradford and Bedrossian "stole and wrongfully used [Beantown's equipment and other coffee supplies] in furtherance of th[at] object." And Bradford and Bedrossian concealed their possession of Beantown's equipment and other coffee supplies. Further, Bradford and Bedrossian knew of Jason's breach of his fiduciary duties and participated in that breach; Bradford's and Bedrossian's assistance, encouragement, and participation were substantial factors in causing Jason's breach of his fiduciary duties.
Beantown alleges that Jason, as an employee of Beantown who was entrusted with Beantown's equipment, owed fiduciary duties to Beantown. According to Beantown, Jason breached his fiduciary duties by stealing and converting Beantown's equipment for his own use, usurping Beantown's corporate opportunities, self-dealing, and failing to carry out his obligations to Beantown in good faith. Beantown also sought a declaration that Jason was not an officer of Beantown and had no authority to utilize Beantown's name and trademarks, to operate Beantown's business, to bind Beantown to any contracts, or to use, alienate, transfer, sell, or dispose of Beantown's equipment. And Beantown requested that the trial court declare that the equipment removed from Beantown's Hempstead facility by Jason was Beantown's property.
As to its claim for recovery of personal property against Bradford, Beantown alleges that Bradford "is in possession of tangible personal property that is owned by Beantown," namely Beantown's equipment-the Seram Aida 2 packaging machine and the grinder-and other coffee supplies. According to Beantown, Jason "did not have title to that property and had no power to convey title to that property when he purportedly sold it to Bradford," but Bradford "failed and refused to return the property upon demand by Beantown." Beantown asserts that it is entitled to recover possession of Beantown's equipment and other coffee supplies. As to its unjust-enrichment claim, Beantown asserts that Bradford and Bedrossian have been unjustly enriched by their use of Beantown's equipment for Bradford's own business purposes, and Bradford and Bedrossian are liable to Beantown "for the amount by which they have been unjustly enriched."
As to jurisdiction, in its third-party petition, Beantown states that Texas has personal jurisdiction over Bradford and Bedrossian. According to Beantown, Bradford and Bedrossian "each ha[ve] sufficient minimum contacts to confer specific . . . jurisdiction, and Beantown's claims arise from those contacts." Bradford and Bedrossian purposefully availed themselves of the benefits and protections of Texas "by knowingly purchasing property located in Texas[,] from a Texas resident, and t[aking] possession of [that property] in Texas." They also "conspired with and aided and abetted a Texas resident in his breach of his fiduciary duties to Beantown." "Beantown's claims arise from [Bradford's and Bedrossian's] contacts [with Texas] because they are for the recovery of [Beantown's] property and for damages for Bradford's and Bedrossian's taking, retention, and use of th[e] property, and their conspiracy with and aiding and abetting of Jason."
In its response to Bradford's and Bedrossian's amended special appearance, Beantown asserted that in 2019, Jason sold Beantown's equipment and other coffee supplies to Bradford. Jason had no authority to sell the equipment and other coffee supplies, and he kept the proceeds from the sale for himself. In purchasing Beantown's equipment and other coffee supplies, Bedrossian, Bradford's owner, negotiated and signed two bills of sale with Jason. Each bill of sale listed Jason as the "seller" with his personal address in Houston. Both bills of sale required Bradford to pay Jason by wiring money to his personal bank account, and the wiring instructions include Jason's Houston address. The bills of sale also required Bradford to pay for shipping and all related costs and provided express instructions for pickup by Bradford of Beantown's equipment and other coffee supplies in Hempstead. The bill of sale for the Seram Aida 2 packaging machine also called for part of the purchase price to be paid in kind through the shipment of certain equipment to Jason in Texas.
According to Beantown, Bradford understood that it was purchasing Beantown's equipment and other coffee supplies from a seller in Texas. Bradford scheduled the pickup of Beantown's equipment and other coffee supplies in Texas, and it paid for the shipment of Beantown's equipment and other coffee supplies from Texas to California. Bradford also arranged for the shipment of the in-kind portion of the purchase price to Texas. Bradford wired payment to Jason's personal bank account in Texas and to the bank account of Good Karma Coffee-Jason's competing Texas coffee company.
Beantown noted that it had alleged in its third-party petition that Bradford and Bedrossian knew that Beantown owned the equipment and other coffee supplies being sold by Jason but agreed to buy them from him anyway. And they acted in furtherance of the conspiracy by "arranging and paying for the truck that was used to accomplish the physical theft of Beantown's property." They also acted in furtherance of the conspiracy by deliberately paying Jason and his separate, competing company, Good Karma Coffee, for Beantown's equipment and other coffee supplies. And they "persisted in the object of th[e] conspiracy by retaining [Beantown's equipment] rather than return[ing] [the equipment] to Beantown."
Beantown asserts that Bradford and Bedrossian are subject to specific jurisdiction in Texas. Bradford purposefully availed itself of the privilege of conducting business in Texas by negotiating the purchase from Jason-a Texas resident-of Beantown's equipment and other coffee supplies located in Texas, arranging and paying for their shipment from Texas, taking title to the equipment in Texas, and paying the purchase price in cash and in kind to Texas. Further, Bradford and Bedrossian knew that Jason was stealing Beantown's equipment and other coffee supplies but agreed to purchase them anyway and directly participated in the theft of Beantown's equipment and other coffee supplies. "The object of the conspiracy was the theft of property in Texas, and Bradford and Bedrossian acted in furtherance of th[e] conspiracy in Texas by arranging and paying for the shipment of [Beantown's equipment and other coffee supplies]-the actual, physical theft of the property-from Texas." And Bedrossian could not use the fiduciary-shield doctrine to negate jurisdiction because it did not apply to the intentional tort claims alleged by Beantown against Bedrossian. According to Beantown, Bradford and Bedrossian had sufficient minimum contacts with Texas and the exercise of jurisdiction would not offend traditional notions of fair play and substantial justice.
Beantown attached to its response copies of the bills of sale for Beantown's equipment. The bill of sale for the Seram Aida 2 packaging machine lists Jason as the seller, along with his personal address in Houston, and the purchaser is listed as Bradford, with its address in Los Angeles. It is signed by Jason as the "[s]eller" and Bedrossian as the "[b]uyer." The bill of sale states:
Bradford . . . is responsible for all shipping costs, as well as paying for Riggers/Heavy machine movers to insure safe loading and transport of the items.
. . . Shipment/pickup should be scheduled as soon as possible. This depends on availability of Riggers/Heavy Machinery Movers. [Jason] will advise and contact [Bedrossian] at Bradford . . . of the soonest date available for this. Truck will need to arrive between 8-10am CST. Pickup address: . . . Hempstead, TX 77445.
According to the bill of sale, payment is to be made to Jason's bank account, with the address associated with that bank account being in Texas.
The bill of sale for the grinder lists Jason as the seller, along with his personal address in Houston, and the purchaser is listed as Bradford, with its address in Los Angeles. It is signed by Jason as the "[s]eller" and signed by Bedrossian as the "[b]uyer." The bill of sale also states:
Bradford . . . is responsible for all shipping costs, as well as items needed to assist with the loading and safe transport of the item. Please order and ship to [Jason] the 2 items requested earlier (6,500lb or stronger pallet jack and steal [sic] pallet with 8,000lb capacity 48x48[]). . . . If additional straps or any other materials are needed to assist with securing the shipment for safe travels, [Bradford] agrees to reimburse up to $500 to Jason . . . for materials purchased.
Additionally, the bill of sale provides:
Shipment can be scheduled as soon as 1/31/2020 until 2/14/2020. Pickup window will need to be between 3-7pm CST. Monday-Friday. [Jason] must receive the required items to assist in shipping and handling as mentioned above. Th[o]se items are to be sent to the following address, which is the same as the shipment pickup address: . . . Hempstead, TX 77445.
According to the bill of sale, payment is to be made to Jason's bank account, with the address associated with that bank account being in Texas.
Beantown also attached to its response copies of emails between Bradford and Schneider Transportation Management setting up the shipment of Beantown's equipment from Texas to California. In those emails with Schneider Transportation Management, a Bradford employee states that the shipment is coming from Jason at an address in Hempstead and is being shipped to Bradford in California. In one email, Jimenez, an employee of Bradford, tells Pigeon, a senior logistics sales account executive from Schneider Transportation Management, that Bradford is: "Looking to book a truck for th[e] coming Thursday, Feb 06 as follows[:] Pick up from: 77445[;] Deliver [t]o: 90023[;] . . . Contents one Packaging Machine[] and assorted parts." Pigeon then responds, saying: "Yes we can pick that up $2[,]175." In another email, Jimenez states, "[L]et's book it," in regard to the shipment from Jason in Hempstead to Bradford in California.
And Beantown attached a copy of the bill of lading showing the shipment of "the in-kind portion of the purchase price" from Bradford to Jason and his company Good Karma Coffee in Stafford.
Additionally, Beantown attached a copy of Jason's U.S. Bank statement, listing Jason's Houston address and showing electronic deposits by Bedrossian on January 24, 2020 and February 5, 2020, each in the amount of $9,875, as well as a copy of a Chase Bank statement for Good Karma Coffee, listing an address in Houston and showing deposits from Bradford on February 10, 2020 and February 12, 2020, in the amounts of $50,000 and $75,000 respectively.
Beantown also attached a transcript from Bedrossian's deposition during which he testified that he is the chief executive officer and president of Bradford. In 2019, Bradford purchased the Seram Aida 2 packaging machine from Jason. Jason called Bedrossian and said, "We're selling our K-cup machine if you would be interested in . . . purchasing it." Jason said that the Seram Aida 2 packaging machine was "in Houston." Bedrossian only negotiated the sale of the Seram Aida 2 packaging machine with Jason and no one else.
While looking at the bill of sale for the Seram Aida 2 packaging machine, Bedrossian testified that he signed it on behalf of Bradford in December 2019. Bradford was the entity purchasing the Seram Aida 2 packaging machine, and the bill of sale listed the seller as Jason, along with Jason's personal Houston address. Bedrossian noted that when he signed the bill of sale, he knew that Bradford was purchasing the Seram Aida 2 packaging machine from a seller in Texas, and he knew that the machine was located in Hempstead. Bedrossian also explained that, per the bill of sale, payment for the Seram Aida 2 packaging machine was to be wired to Jason's bank account, and Bedrossian believed that Bradford wired the money to purchase the machine to that bank account. According to Bedrossian, Bradford paid for the shipping of the Seram Aida 2 packaging machine from Hempstead to California, and Bradford "book[ed] the truck" for the shipment of the Seram Aida 2 packaging machine because Bradford was "to pay for it."
Bedrossian also testified that Bradford purchased a grinder from Jason, and Bedrossian signed a bill of sale on behalf of Bradford for the grinder. When Bedrossian signed the bill of sale, he knew that Bradford was purchasing the grinder from a seller in Texas and that the grinder was located in Texas. Bedrossian noted that the bill of sale stated that Jason was the "seller" of the grinder "with a Texas address." And it stated that payment was to be made to a bank account with Jason's name on it. The bill of sale provided that Bradford was responsible for all shipping costs for the grinder "as well as items needed to assist with loading and safe transport of the [grinder]." And Bradford agreed "to reimburse Jason . . . up to $500 for any additional materials needed for [the] shipment" of the grinder. The grinder was to be shipped from Hempstead. Bradford paid Jason in accordance with the bill of sale.
According to Bedrossian, the grinder was shipped to California with the Seram Aida 2 packaging machine, and Bradford paid for the shipping of the grinder. The grinder was "picked up" by a trucking company in Texas. Bedrossian stated that Bradford "book[ed] the truck" for the shipment of the grinder because Bradford was "to pay for it."
Bedrossian, while viewing a bill of lading, testified that the bill of lading "reflect[ed] the shipment of property that was part of the purchase price for the Seram A[ida] 2 [packaging machine] or the grinder." And the bill of lading showed that Bradford had shipped a "part of the purchase price" for Beantown's equipment to Good Karma Coffee in Stafford.
Bedrossian also testified about copies of emails between Jimenez, Bradford's general manager, and Pigeon, a senior logistics sales account executive from Schneider Transportation Management, in which Jimenez "ask[ed] [Pigeon] to book a truck to pick up something from 77445 [z]ip code and deliver it to Bradford['s] . . . facility in California." Jimenez also asked "Schneider Transportation [Management] to insure the shipment." The emails also noted that "shipping [was] from . . . an address in Hempstead." Bedrossian stated that Bradford was the entity that had reached out to Schneider Transportation Management to book the truck.
Further, Beantown attached a copy of Jason's testimony from a show-cause hearing in the trial court. During that hearing, Jason testified that he sold property belonging to Beantown and Bradford was in possession of Beantown's equipment- the Seram Aida 2 packaging machine and the grinder. Beantown's equipment had been removed from the Hempstead facility along with some supplies that "would only work with the machine[s]." According to Jason, Bradford "sent a truck" to transport Beantown's equipment to Bradford's facility. Jason received money in exchange for Beantown's equipment, which was wired to Jason's back account. Jason also received "some property from Bradford" in exchange for Beantown's equipment, "as part of the purchase price."
Here, the pleadings and evidence, as outlined in great detail above, support the trial court's implied findings that Bradford and Bedrossian have sufficient minimum contacts with Texas and these contacts are substantially connected to the operative facts of the litigation for the exercise of specific jurisdiction over them to be proper. See Moki Mac, 221 S.W.3d at 575-76. Thus, we conclude that Bradford and Bedrossian have not negated all bases for an assertion of specific jurisdiction over them.
On appeal, as they did in the trial court, Bradford and Bedrossian assert that the "[p]urchase of [p]roperty from Texas from a Texas [r]esident is [n]ot [s]ufficient to [c]reate [j]urisdiction." (Emphasis omitted.) In doing so, Bradford and Bedrossian rely on Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (1984), but that case dealt solely with general jurisdiction, with the United States Supreme Court explaining that the issue before the court was whether "the Supreme Court of Texas correctly ruled that the contacts of a foreign corporation with the State of Texas were sufficient to allow a Texas state court to assert jurisdiction over the corporation in a cause of action not arising out of or related to the corporation's activities within the [s]tate." 466 U.S. at 409, 415-16 ("All [the] parties to the present case concede that [plaintiffs'] claims against [nonresident defendant] did not 'arise out of,' and are not related to, [defendant's] activities within Texas.").
And the other cases relied on by Bradford and Bedrossian for its assertion are similarly unavailing. In Blair Communications, Inc. v. SES Survey Equipment Services, Inc., 80 S.W.3d 723 (Tex. App.-Houston [1st Dist.] 2002, no pet.), a Texas corporation, with a principal place of business in Houston, entered into a contract with a Delaware corporation, with a principal place of business in New York. 80 S.W.3d at 727-28. The contract was "to obtain equipment, which was located in England, for use on a seismic survey, which was being conducted in New York." Id. at 730. The Court held that the nonresident defendant, the Delaware corporation, did not have sufficient minimum contacts with Texas to establish specific jurisdiction because there was "simply a [tele]phone call into Texas to initiate a contract, a subsequent contract with a Texas resident, and [a] payment forwarded to Texas." Id. The nonresident defendant "never traveled to Texas, it received no goods from Texas, it shipped nothing into Texas, and it made no profits from Texas." Id. Notably, the "entire substance of the contract [was] performed outside the state." Id. The circumstances of the present case differ drastically from those presented in Blair Communications, and Blair Communications does not stand for the proposition that "[t]he purchase of goods from Texas by an out-of-state party does not satisfy the minimum contacts requirement for jurisdiction," as Bradford and Bedrossian assert.
Further, Peredo v. M. Holland Co., 310 S.W.3d 468 (Tex. App.-Houston [14th Dist.] 2010, no pet.), involved a counterclaim filed by an Illinois company against the president of a Mexican corporation who resided in California. 310 S.W.3d at 470. Unlike the circumstances here, the nonresident defendant's alleged contacts with Texas in Peredo were communications with a Texas resident about a transaction between entities outside of Texas that had nothing to do with Texas. Id. at 474-76 ("Here, neither of the parties to the contract is a Texas entity, and [nonresident defendant] is not even a party to the contract . . . ."). And to the extent that the nonresident defendant committed an intentional tort, that tort was committed in Illinois and not in Texas. Id. Significantly, Peredo does not stand for the proposition that "[t]he purchase of goods from Texas by an out-of-state party does not satisfy the minimum contacts requirement for jurisdiction" as Bradford and Bedrossian assert.
Finally, in Burger King, the United States Supreme Court noted that "an individual's contract with an out-of-state party alone can[not] automatically establish sufficient minimum contacts in the other party's home forum," but it also explained that the dispute in that case "grew directly out of 'a contract which had a substantial connection with" the forum state and the forum state court's exercise of jurisdiction was proper. Burger King, 471 U.S. at 478-79. Here, we cannot say that the circumstances warned about in Burger King exist in this case.
We note that previous Texas cases have held that entering into a contract with a Texas resident alone is not sufficient for jurisdiction, communications concerning performance of the contract alone are not sufficient to support jurisdiction, and payment to a Texas seller alone is not sufficient for jurisdiction, but none of those factors exist "alone" in the present case. Cf. Nance Int'l, Inc. v. OceanMaster Eng'g PTE, Ltd., No. 01-11-00664-CV, 2012 WL 5381224, at *8 (Tex. App.-Houston [1st Dist.] Nov. 1, 2012, no pet.) (mem. op.).
Bradford and Bedrossian next assert that the fact that Bradford "took [p]ossession of [Beantown's] [e]quipment in California, not Texas" negates jurisdiction. (Emphasis omitted.) But where title passed is not dispositive of the specific-jurisdiction analysis. See Luciano v. SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 11 (Tex. 2021) ("[W]here title passed is beside the point in [a] specific-jurisdiction analysis." (internal quotations omitted)); see also Spir Star, 310 S.W.3d at 875-76 ("[I]t is not persuasive that title to the hoses passed in Europe, rather than in Texas."); Cirrus Design Corp. v. Berra, 633 S.W.3d 640, 652 (Tex. App.-San Antonio 2021, no pet.); Vertex Indus., Inc. v. State Farm Lloyds, No. 03-20-00574-CV, 2021 WL 3684263, at *5 (Tex. App.-Austin Aug. 20, 2021, no pet.) (mem. op.) (declaration by officer of nonresident defendant corporation that title to property passed in California and not in Texas did not negate specific jurisdiction).
Bradford and Bedrossian also argue that a "mere allegation that they conspired with a Texas resident is not enough to give Texas courts jurisdiction over [them]" because "a proper minimum-contacts analysis looks to the [nonresident] defendant[s'] contacts with the forum state itself, not the defendant's contacts with persons who reside there." See Old Rep. Nat'l Title Ins. Co. v. Bell, 549 S.W.3d 550, 561 (Tex. 2018). But here, we have focused on Bradford's and Bedrossian's contacts with Texas, and we have not relied solely on the "allegation that [Bradford and Bedrossian] conspired with a Texas resident" to conclude Bradford and Bedrossian have sufficient minimum contacts with Texas and that the contacts are substantially connected to the operative facts of the litigation for the exercise of specific jurisdiction over them to be proper. See Moki Mac, 221 S.W.3d at 575-76; Michiana, 168 S.W.3d at 789; cf. M & F Worldwide Corp. v. Pepsi-Cola Metro. Bottling Co., 512 S.W.3d 878, 887 (Tex. 2017) ("[T]he . . . [nonresident] defendants' alleged conspiracy with the Texas-resident[s] . . ., by itself, does not subject [them] to Texas courts' jurisdiction.").
Finally, Bradford and Bedrossian assert that based on the fiduciary-shield doctrine, Bedrossian's actions on behalf of Bradford cannot create jurisdiction over him personally. Generally, the fiduciary-shield doctrine protects a nonresident corporate officer or employee from the exercise of personal jurisdiction when all his contacts with Texas were made in a representative capacity. Wadi Petroleum, Inc. v. Miller, No. 13-21-00014-CV, 2021 WL 4466320, at *6 (Tex. App.-Corpus Christi-Edinburg Sept. 30, 2021, pet. denied) (mem. op.); Hunter v. Marshall, No. 01-16-00636-CV, 2018 WL 6684840, at *21 (Tex. App.-Houston [1st Dist.] Dec. 20, 2018, no pet.) (mem. op.); Tabacinic v. Frazier, 372 S.W.3d 658, 668 (Tex. App.-Dallas 2012, no pet.). But courts applying the fiduciary-shield doctrine "have limited its application to attempts to exercise general jurisdiction over a nonresident [defendant]." Wadi Petroleum, 2021 WL 4466320, at *6 (internal quotations omitted); see also Tabacinic, 372 S.W.3d at 668-69 (collecting cases). Further, corporate agents are individually liable for fraudulent or tortious acts committed while in the service of their corporation. Hunter, 2018 WL 6684840, at *21; Cagle v. Clark, 401 S.W.3d 379, 390-91 (Tex. App.-Texarkana 2013, no pet.); Tabacinic, 372 S.W.3d at 668.
Thus, a nonresident corporate officer or employee is not shielded from the exercise of specific jurisdiction, even if all of his contacts were performed in a corporate capacity, if the officer or employee engaged in tortious or fraudulent conduct directed at the forum state for which he may be personally liable. Wadi Petroleum, 2021 WL 4466320, at *6; Cagle, 401 S.W.3d at 390-91; see also Hunter, 2018 WL 6684840, at *21.
Here, Beantown has alleged tort claims against Bedrossian for which he can be held individually liable. Thus, the fiduciary-shield doctrine cannot protect Bedrossian from the exercise of specific jurisdiction in this case. See Wadi Petroleum, 2021 WL 4466320, at *6.
We overrule this portion of Bradford's and Bedrossian's sole issue.
B. Traditional Notions of Fair Play and Substantial Justice
In another portion of their sole issue, Bradford and Bedrossian argue that the trial court erred in concluding that Texas has personal jurisdiction over them because "there can never be[] fair play or substantial justice to hale [nonresident] defendant[s] into a court in a state with which [they] lack[] minimum contacts."
The exercise of personal jurisdiction over nonresident defendants must also comport with traditional notions of "fair play and substantial justice." Guardian Royal, 815 S.W.2d at 228. The burden is on the nonresident defendants to present a compelling case that despite the existence of minimum contacts, the presence of some other considerations renders the exercise of jurisdiction unreasonable. Id. at 231; see also Hoagland v. Butcher, 396 S.W.3d 182, 196 (Tex. App.-Houston [14th Dist.] 2013, pet. denied). In making a determination, a court generally must look to the following factors: (1) the burden on the nonresident defendants; (2) the interests of the forum state in adjudicating the dispute; (3) the plaintiff's interest in obtaining convenient and effective relief; (4) the interstate judicial system's interest in obtaining the most efficient resolution of controversies; and (5) the shared interest of the several states in furthering substantive social policies. Guardian Royal, 815 S.W.2d at 228, 231. Only in rare cases will the exercise of jurisdiction not comport with fair play and substantial justice when the nonresident defendants have purposefully established minimum contacts with the forum state. Id. at 231.
Bradford and Bedrossian devote only one sentence in their brief to their assertion that the exercise of personal jurisdiction over them would offend traditional notions of fair play and substantial justice. Texas Rule of Appellate Procedure 38.1(i) requires that an appellant's brief "contain a clear and concise argument for the contentions made, with appropriate citations to authorities and to the record." Tex.R.App.P. 38.1(i). "This is not done by merely uttering brief conclusory statements, unsupported by legal citations." Tesoro Petroleum Corp. v. Nabors Drilling USA, Inc., 106 S.W.3d 118, 128 (Tex. App.-Houston [1st Dist.] 2002, pet. denied); see also Barham v. Turner Constr. Co. of Tex., 803 S.W.2d 731, 740 (Tex. App.-Dallas 1990, writ denied) (appellant bears burden of discussing his assertions of error). A failure to provide substantive analysis of an issue or cite appropriate authority waives a complaint on appeal. Marin Real Estate Partners, L.P. v. Vogt, 373 S.W.3d 57, 75 (Tex. App.-San Antonio 2011, no pet.); Huey v. Huey, 200 S.W.3d 851, 854 (Tex. App.-Dallas 2006, no pet.); Cervantes-Peterson v. Tex. Dep't of Family & Protective Servs., 221 S.W.3d 244, 255 (Tex. App.-Houston [1st Dist.] 2006, no pet.).
Bradford and Bedrossian offer no authority, argument, or analysis as to the factors we must consider in determining whether the trial court's assertion of personal jurisdiction over them would offend traditional notions of fair play and substantial justice. The failure to properly brief a complaint that the exercise of personal jurisdiction does not comport with traditional notions of fair play and substantial justice waives that complaint for appellate review. See Tex. R. App. P. 38.1(i); Bougie v. Tech. Risks, Inc., No. 14-03-01222-CV, 2004 WL 2902508, at *6 n.3 (Tex. App.-Houston [14th Dist.] Dec. 16, 2004, no pet.) (mem. op.); see also LG Chem. Am., Inc. v. Morgan, No. 01-19-00665-CV, 2020 WL 7349483, at *13 (Tex. App.-Houston [1st Dist.] Dec. 15, 2020, pet. filed) (mem. op.); Lucas v. Ryan, No. 02-18-00053-CV, 2019 WL 2635561, at *10 (Tex. App.-Fort Worth June 27, 2019, no pet.) (mem. op.).
Yet, even if Bradford and Bedrossian had properly briefed their complaint, we note that once a court determines that the nonresident defendants have purposefully established minimum contacts with the forum state, only in rare cases will the exercise of jurisdiction not comport with fair play and substantial justice. Guardian Royal, 815 S.W.2d at 231. This is not such a rare case. Accordingly, we hold that the exercise of personal jurisdiction over Bradford and Bedrossian in this case comports with traditional notions of fair play and substantial justice.
We overrule this portion of Bradford's and Bedrossian's sole issue.
In sum, we conclude that the pleadings and the evidence support the trial court's implied findings that Bradford's and Bedrossian's contacts with Texas are sufficient to create specific jurisdiction over them and the exercise of personal jurisdiction over Bradford and Bedrossian in this case comports with traditional notions of fair play and substantial justice. We hold that the trial court did not err in denying Bradford's and Bedrossian's amended special appearance.
Conclusion
We affirm the order of the trial court.