Rotenco, S.A. De C v. v. Oscar Pulido Individually and D/B/A International Industrial Suppliers Co., Surtind, Inc and Surtind Imp. & Exp., S.A. De C v.

Citation: Not availableDocket: 14-15-00517-CV

Court: Court of Appeals of Texas; September 21, 2015; Texas; State Appellate Court

Original Court Document: View Document

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Rotenco, S.A. de C.V. is the appellant in a case against Oscar Pulido and others, who are the appellees. The document is a reply brief submitted to the Fourteenth Court of Appeals in Houston, Texas, with an oral argument conditionally requested. It outlines the case's procedural posture and presents several key arguments supporting Rotenco's position.

1. **Meetings in Texas**: Surtind Import. Export does not contest that it had multiple meetings with Rotenco in Houston, which is significant for establishing jurisdiction.

2. **Jurisdiction Basis**: The brief asserts that Surtind's contract with an international entity is sufficient to establish jurisdiction in Texas. It argues that Surtind's own admissions effectively acknowledge its business operations in Texas.

3. **Control of Business Deal**: The argument emphasizes that Surtind controlled the business dealings from start to finish in Texas, reinforcing the assertion of jurisdiction.

4. **Insufficient Affidavit**: Rotenco challenges the validity of Velasquez's affidavit, the sole evidence Surtind presented to support its claim of no jurisdiction, arguing it fails to legally or factually negate Rotenco's claims for specific jurisdiction.

The document also includes a table of contents, an index of authorities citing various legal cases and statutes relevant to the arguments, and concludes with a certificate of service and compliance.

Surtind Import. Export's assertion of "undisputed" facts is challenged on multiple grounds. Firstly, the claim that Forum Oilfield Technologies, Inc. is a Louisiana corporation is incorrect; the lease agreement identifies Forum as a Texas corporation based in Houston, Texas, which is supported by evidence of its operations and communications conducted from Texas. Furthermore, Surtind Import. Export's claim of not being a party to the Lease Agreement contradicts its own brief where it expresses concern over not being informed about Forum's assignment of the lease to Rotenco, suggesting an acknowledgment of its involvement in the transaction despite its stated non-party status. Additionally, while Surtind Import. Export asserts that it executed an equipment lease in Mexico, it fails to refute its prior negotiations and meetings with Forum and Rotenco in Texas, indicating its active role in the overall business dealings related to the lawsuit. The jurisdictional implications of these associations are highlighted, emphasizing that Rotenco's rights as an assignee of the lease are relevant to the case's merits. Surtind Import. Export's arguments do not diminish the interconnectedness of the parties involved, nor do they address the claims against it adequately.

Surtind Import. Export asserts it has no presence in Texas, including no office, bank accounts, or employees. This claim conflicts with information on its website, which mentions a Houston office and two employees with company email addresses. Additionally, Surtind Import. Export does not refute testimony indicating that the majority of International's work was to act as its U.S. representative, facilitating financial and equipment transactions in Texas. The company actively engaged in business dealings in Texas, including meetings with Texas companies and entering into a contract that required performance in Texas. It acknowledged during discovery that a Texas company, Forum, believed it was dealing directly with Surtind Import. Export. The company’s voluntary interactions with Texas, including seeking assistance from Forum amidst business challenges, contradict its claim of having no connection to the state. The argument presented highlights that the quality and nature of Surtind Import. Export’s contacts with Texas warrant jurisdiction, contrary to its assertion that it would violate due process to be sued there. The record shows significant engagement in negotiations and meetings in Texas, indicating purposeful availment of Texas business benefits. Therefore, the request to uphold the trial court's order granting Surtind Import. Export’s special appearance should be denied.

Surtind Import. Export's contract with International Industrial Suppliers establishes sufficient grounds for Texas jurisdiction. Surtind Import. Export acknowledges in its brief that International, a Texas corporation, leased equipment to it and that the contract required shipping from Houston to Laredo, Texas. Under Texas law, a nonresident defendant is deemed to do business in Texas if it contracts with a Texas resident and part of the contract is performed in the state. This situation applies here, as Surtind Import. Export's agreement with International necessitated performance in Texas, directly linking to Rotenco's lawsuit regarding the equipment delivery. 

Surtind Import. Export claims the contract was signed in Mexico; however, the location of execution is irrelevant under Texas law, which does not consider it when establishing jurisdiction. The relevant statute clearly states that the critical factor is whether there was a contract with a Texas resident that involved performance in Texas. Therefore, Surtind Import. Export's contacts with Texas are sufficient to support jurisdiction, regardless of where the contract was executed.

Surtind Import. Export's argument regarding the relevance of the contract's execution site to jurisdiction is rejected, as it seeks to add non-existent considerations to the statute in question, contrary to its plain language. The court emphasizes the importance of not amending statutes through judicial interpretation. Furthermore, Surtind Import. Export's claim that the relationship with International does not establish jurisdiction is incorrect. Rotenco's pleadings assert that Velasquez’s entities are closely linked and should be treated as a single unit for jurisdictional purposes. Evidence supports this, showing International as the U.S. representative for Surtind Import. Export, with funds flowing directly to Forum, and communications indicating joint negotiation and acknowledgment of Surtind Import. Export’s involvement. The Fourth Court of Appeals has previously held that such connections can establish minimum contacts for jurisdiction. Moreover, the case involves multiple interconnected contracts, not just an isolated agreement, with Surtind Import. Export actively negotiating and maintaining these contracts and engaging with Texas entities, including meetings in Houston to facilitate the business dealings.

C. Velasquez acted on behalf of both Surtind Import Export and International in negotiating an agreement with Forum, utilizing his Surtind email account for correspondence. All payments made by Surtind Import Export to International for services related to the shipment of EDRs were directed to Forum. Adriana Velasquez Rendon, representing Surtind Import Export, communicated with Forum via an International email, assuring the expedited return of equipment and payment from Rotenco. As Surtind Import Export's relationship with Rotenco deteriorated, it sought Forum's assistance in Houston. Despite evidence indicating Surtind Import Export's active involvement in the negotiations and dealings in Texas, it contends that it had minimal engagement, which the court should reject. Citing case law, the document argues that specific jurisdiction exists over Surtind Import Export due to its substantial business dealings in Texas. Surtind Import Export acknowledges its business activities in Texas related to the deal that prompted Rotenco's lawsuit, which should have led to the denial of its special appearance request. Furthermore, Velasquez's affidavit, the sole evidence presented by Surtind Import Export to support its special appearance, lacks sufficient factual or legal grounding to contradict Rotenco’s claim of specific jurisdiction, as it does not adequately address Surtind Import Export’s contacts with Texas.

Velasquez's affidavit asserts that Surtind Import. Export does not conduct business in Texas, lacking a physical presence, bank accounts, or employees in the state, and claims that Rotenco's allegations do not arise from any purposeful acts by Surtind Import. Export in Texas. However, this assertion conflicts with substantial evidence, including Surtind Import. Export's own website, which mentions a Houston office and employees, as well as Velasquez's business card listing both a Mexican and a Houston address. The court should reject Velasquez's claim, as it contradicts the predominant evidence. Even if accepted, this claim only addresses general jurisdiction, not the specific jurisdiction raised by Rotenco, who argued that the contract was negotiated and performed in Texas. Velasquez's affidavit fails to present factual support, instead reciting legal standards without demonstrating personal knowledge or qualifications to opine on the matter. Consequently, the affidavit contains unsupported legal conclusions and contradicts relevant facts and law, warranting denial of the special appearance.

Unsupported legal conclusions presented by Velasquez, such as claims that Surtind Import. Export lacks a substantial connection to Texas and that Rotenco's claims do not arise from purposeful acts in Texas, are deemed insufficient and do not support the trial court's order granting Surtind Import. Export a special appearance. Under Texas Rule of Civil Procedure 120a(3), special appearance affidavits must present specific, admissible facts. Velasquez's affidavit failed to provide adequate evidence to challenge or negate Rotenco’s jurisdictional claims, warranting a reversal of the trial court's decision.

Surtind Import. Export voluntarily engaged in business activities in Texas, including contracting with Texas residents and negotiating with Rotenco in Texas. Despite its current stance to deny jurisdiction, the record clearly shows that Surtind Import. Export's intentional actions in Texas are the basis for the lawsuit. Consequently, Rotenco seeks a reversal of the trial court's ruling and remand for a trial on the merits against all Appellees, while also requesting any further legal or equitable relief. 

The document concludes with a certificate of service and compliance, confirming that a copy of the brief was sent to opposing counsel and that it meets the type-volume limitations set forth by Texas appellate rules.