                         COURT OF APPEALS
                          SECOND DISTRICT OF TEXAS
                               FORT WORTH

                              NO. 02-15-00309-CV


FURTEK & ASSOCIATES, L.L.C.                                          APPELLANTS
AND RICHARD E. FURTEK

                                         V.

MAXUS HEALTHCARE                                                        APPELLEE
PARTNERS, LLC


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          FROM THE 17TH DISTRICT COURT OF TARRANT COUNTY
                    TRIAL COURT NO. 017-275219-14

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                         MEMORANDUM OPINION1

                                      ----------

      In this interlocutory appeal, we review the trial court’s denial of the special

appearance filed by appellants Furtek & Associates, L.L.C. (Furtek & Associates)

and Richard Furtek (Furtek).        See Tex. Civ. Prac. & Rem. Code Ann.

§ 51.014(a)(7) (West Supp. 2015).           We conclude that neither Furtek &

      1
      See Tex. R. App. P. 47.4.
Associates nor Furtek had sufficient minimum contacts with Texas for a Texas

court to assert specific jurisdiction over them. We also conclude that Furtek &

Associates and Furtek did not have the type of continuous and systematic

general business contacts with Texas that would support general jurisdiction.

We therefore reverse the trial court’s order denying the special appearance and

render judgment dismissing the claims against Furtek & Associates and Furtek

for lack of personal jurisdiction.

                                     I. BACKGROUND

      Furtek & Associates assists companies in the health care field with

mergers, acquisitions, and restructuring. Its principal place of business is located

in King of Prussia, Pennsylvania. Furtek and his wife are the company’s only

employees and they both reside in Pennsylvania. Furtek is a certified public

accountant licensed in Pennsylvania and is the sole owner of Furtek &

Associates. He has never been licensed as a CPA in Texas. Moreover, Furtek

& Associates does not maintain an office, a registered agent, real or personal

property, bank accounts, a mailing address, employees, records, or telephone

listings in Texas. Nor does Furtek & Associates solicit any business clients in

Texas.

      In January 2012, Furtek & Associates was retained by a Fort Worth

company, Texas RHH, LLC d/b/a Renew Home Health Care (Renew), to assist it

with getting its financial records in order for a potential sale of the company. An

unrelated, third-party broker in Florida introduced Renew’s president to Furtek;

                                           2
Furtek did not solicit Renew’s business by contacting the company in Texas.

Furtek & Associates and Renew entered into a contract dated January 31, 2012,

which provided that Furtek & Associates would assist Renew’s “personnel with

organizing [Renew’s] books and records in connection with a potential

transaction.” The initial engagement consisted of two phases:

      Phase One: Organize the historical financial statements of the
      business through February 28, 2012, related add back adjustments
      and other significant supporting schedules.

      Phase Two: If requested by the Company, we will assist with
      organizing a comprehensive on-line due diligence room, preparing
      responses to inquiries from prospective buyers, preparing schedules
      to an acquisition agreement, and otherwise supporting a transaction
      process.

The contract also covered the possibility of future work as follows:

      Additionally, at your request we are available to assist you with other
      matters that fall within our expertise. This may include the
      preparation of pro forma financials, evaluation of offers, business
      presentations, billing assistance as well as compliance and
      operations assessments.

The contract contained a choice-of-law clause, providing that it would be

“governed by and shall be construed in accordance with the laws of the State of

Pennsylvania.”

      In July 2012, six months after Furtek & Associates entered into the

contract with Renew, Furtek traveled to Texas to attend the 2012 National

Association for Home Care & Hospice meeting and exhibition. While in Texas,


                                         3
Furtek visited Renew’s office in Fort Worth to meet with Misty Chaney-Brady

(Chaney-Brady), Renew’s president.       During this meeting, Furtek met with

Renew’s employees, toured the office, and discussed business with Chaney-

Brady. Furtek also went out to dinner that evening with Chaney-Brady and her

husband. Furtek billed Renew six and a half hours for his time that day. He did

not bill Renew for his travel expenses to Fort Worth because his primary reason

for being in Texas was to attend the unrelated meeting and exhibition.

      The following month, Furtek & Associates and Renew entered into an

amendment to their contract whereby Furtek & Associates agreed to expand its

engagement to include assisting Renew with improving Renew’s insurance billing

and collection processes, cash applications, and follow-up procedures for old,

unpaid claims.   An independent contractor for Furtek & Associates, Belinda

Yanchik (Yanchik), was designated to lead this project.      Yanchik traveled to

Renew’s Fort Worth office on three separate occasions between August and

October 2012 to work on the project.        Furtek & Associates separately billed

Renew for Yanchik’s sixteen days of work in Fort Worth.

      On November 5, 2012, Appellee Maxus Healthcare Partners, LLC

(Maxus), a Dallas company, sent Renew a letter of intent to acquire the

company. As anticipated in the original contract between Furtek & Associates

and Renew, Furtek proceeded to assist Chaney-Brady with setting up an external

due diligence website where Maxus could review relevant financial documents

and decide whether to proceed with its proposed acquisition. On December 31,

                                        4
2012, Renew and Maxus signed an asset-purchase agreement in which Maxus

agreed to purchase Renew’s assets.

      Beginning in September 2012, Furtek and Chaney-Brady exchanged

numerous emails in which they communicated about financial documents and,

later, details of the sale to Maxus.     Many of the emails contained financial

documents that Furtek drafted outside of Texas or documents that Furtek

reviewed to give Chaney-Brady feedback. Furtek and Chaney-Brady spoke on

the telephone a total of nine times in November and December 2012. Furtek

also participated in several telephone calls and exchanged emails with Maxus’s

president, Angie King (King), during November and December 2012. At the time

of all of the calls and emails, Furtek was located either in Pennsylvania or

somewhere outside of Texas while Chaney-Brady and King were located in

Texas. Furtek prepared all of the financial documents for Renew while he was

either in Pennsylvania or somewhere outside of Texas.

      After the sale was complete, Maxus discovered that there was an

outstanding tax lien of almost $3 million against Renew. Maxus filed suit against

Renew, Furtek & Associates, Furtek, and others,2 alleging that Renew, Furtek &

Associates, and Furtek never disclosed the existence of this lien to it and that, as

a result, it overpaid for Renew. Maxus also contended that Renew, Furtek &

Associates, and Furtek misrepresented, concealed, and conspired to give Maxus

      2
        The other named defendants and Maxus’s claims against them are not at
issue in this appeal.

                                         5
misinformation about the true state of Renew’s financial status.             Furtek &

Associates and Furtek filed a special appearance, arguing that the trial court did

not have personal jurisdiction over them. Following a nonevidentiary hearing, the

trial court denied Furtek & Associates and Furtek’s special appearance. Furtek &

Associates and Furtek appeal from the trial court’s denial.

                                  II. DISCUSSION

                              A. STANDARD OF REVIEW

      The standard of review and the burden of proof for a trial court’s ruling on a

special appearance are well-settled. We determine whether a trial court has

personal jurisdiction over a defendant under a de novo standard. BMC Software

Belgium, L.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002); Fish v. Tandy

Corp., 948 S.W.2d 886, 891–92 (Tex. App.—Fort Worth 1997, writ denied). The

plaintiff has the initial burden to plead sufficient allegations to bring a nonresident

defendant within the provisions of the Texas long-arm statute. Kelly v. Gen.

Interior Constr., Inc., 301 S.W.3d 653, 658 (Tex. 2010); Retamco Operating, Inc.

v. Republic Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009). Once the plaintiff

sufficiently pleads these jurisdictional allegations, the burden then shifts to the

defendant to negate all of the alleged bases of personal jurisdiction.           Kelly,

301 S.W.3d at 658; Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 574

(Tex. 2007). If, as here, the trial court does not make any findings of fact and

conclusions of law when ruling on a special appearance, all facts necessary to



                                          6
support the judgment are implied when supported by the evidence.                BMC

Software, 83 S.W.3d at 795.

              B. DUE PROCESS UNDER THE FOURTEENTH AMENDMENT

      Texas courts can assert personal jurisdiction over a nonresident defendant

if the state’s long-arm statute authorizes it and the exercise of jurisdiction

complies with federal constitutional due-process requirements. Moncrief Oil Int’l

Inc. v. OAO Gazprom, 414 S.W.3d 142, 149 (Tex. 2013). The Texas long-arm

statute permits Texas courts to exercise personal jurisdiction over a nonresident

defendant doing business in Texas. Tex. Civ. Prac. & Rem. Code Ann. § 17.042

(West 2015).     A nonresident does business in this state if the nonresident

(1) contracts by mail or otherwise with a Texas resident and either party is to

perform the contract in whole or in part in this state, (2) commits a tort in whole or

in part in this state, or (3) recruits Texas residents, directly or through an

intermediary located in this state, for employment inside or outside this state. Id.

Federal due process is satisfied if the nonresident defendant has “minimum

contacts” with Texas and the exercise of personal jurisdiction over the

nonresident defendant does not offend “traditional notions of fair play and

substantial justice.” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S. Ct.

154, 158 (1945).

      A defendant’s contacts may give rise to two types of personal jurisdiction:

specific and general jurisdiction. When specific jurisdiction is asserted, we focus

on the relationship between the defendant, the forum, and the litigation.

                                          7
Moki Mac, 221 S.W.3d at 576. In short, the asserted cause of action must “arise

from or relate to” the nonresident defendant’s contacts with the forum. Guardian

Royal Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223,

228 (Tex. 1991). General jurisdiction, however, is a more demanding test to

meet than specific jurisdiction. General jurisdiction requires that the nonresident

defendant’s contacts with the state be “continuous and systematic general

business contacts.” Helicopteros Nacionales de Colom., S.A. v. Hall, 466 U.S.

408, 415–16, 104 S. Ct. 1868, 1872–73 (1984).              If minimum contacts are

present, whether general or specific, the nonresident defendant then bears the

burden to establish that the exercise of personal jurisdiction would offend

traditional notions of fair play and substantial justice. Prof’l Ass’n of Golf Officials

v. Phillips Campbell & Phillips, L.L.P., No. 02-12-00426-CV, 2013 WL 6869862,

at *5 (Tex. App.—Fort Worth Dec. 27, 2013, pet. denied) (mem. op.).

      On appeal, Furtek & Associates and Furtek contend that a Texas trial court

does not have either general or specific personal jurisdiction over them. We

therefore address both general and specific personal jurisdiction.

                                 III. APPLICATION

            A. SUFFICIENCY OF PLEADING TO INVOKE LONG-ARM STATUE

      We first determine whether Maxus met its initial burden of pleading

sufficient allegations to bring Furtek & Associates and Furtek within the

provisions of the Texas long-arm statute, without reaching the merits of those

allegations.   See Hoffman v. Dandurand, 143 S.W.3d 555, 559 (Tex. App.—

                                           8
Dallas 2004, no pet.). Maxus must have pleaded sufficient allegations to support

its contentions that Furtek & Associates and Furtek “contract[ed] by mail or

otherwise with a Texas resident and either party is to perform the contract in

whole or in part” in Texas or “commit[ed] a tort in whole or in part” in Texas.

Tex. Civ. Prac. & Rem. Code Ann. § 17.042(1), (2).3

      Maxus pleaded sufficient allegations to bring Furtek & Associates and

Furtek within our long-arm statute. In its live pleading, Maxus alleged that Furtek

& Associates is “a Pennsylvania limited liability company doing business in and

purposely directing its business activities to Texas.”   It similarly pleaded that

Furtek “is an individual residing in Pennsylvania . . . [who] does business in and

purposely directs his business activities to Texas.”     Maxus also alleged that

Furtek & Associates and Furtek “knowingly and intentionally entered [into] a

contract” with Renew, that Furtek traveled to Texas to meet with Chaney-Brady

to prepare Renew’s financials for the eventual sale to Maxus, and that Furtek &

Associates sent other personnel to Texas to work on-site to provide additional

financial services to Renew.

                           B. DUE-PROCESS ANALYSIS

      Because Maxus sufficiently pleaded allegations to bring Furtek &

Associates and Furtek within the provisions of the Texas long-arm statute, the


      3
       The evidence is undisputed that Furtek & Associates and Furtek did not
recruit Texas residents for employment inside or outside Texas. See id.
§ 17.042(3).

                                        9
burden then shifted to them to negate all pleaded jurisdictional bases and prove

a violation of their due-process rights. See Retamco, 278 S.W.3d at 337.

                            1. Specific Jurisdiction

      Furtek & Associates and Furtek argue that exercising specific jurisdiction

over them would violate due process because (1) there is no evidence in the

record of sufficient contacts between them and Texas and (2) any exercise of

jurisdiction would offend traditional notions of fair play and substantial justice.

When a plaintiff asserts that a court has specific jurisdiction over a nonresident

defendant, the minimum-contacts analysis focuses on the relationship between

the defendant, the forum, and the litigation. Guardian Royal, 815 S.W.2d at 228.

Minimum contacts are sufficient when a nonresident defendant “purposefully

avails itself of the privilege of conducting activities within the forum State, thus

invoking the benefits and protections of its laws.” Hanson v. Denckla, 357 U.S.

235, 253, 78 S. Ct. 1228, 1240 (1958). In determining what actions constitute

purposeful availment, we consider (1) the defendant’s own actions and not the

unilateral activity of another party, (2) whether the defendant’s actions were

purposeful rather than “random, isolated, or fortuitous,” and (3) whether the

defendant sought “some benefit, advantage, or profit by ‘availing’ itself of the

jurisdiction.” Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 774, 104 S. Ct.

1473, 1478 (1984); Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777,

785 (Tex. 2005). The nonresident defendant’s contacts are considered as a

whole, and we focus on the quality, not the quantity, of these contacts.

                                        10
Retamco, 278 S.W.3d at 339; Guardian Royal, 815 S.W.2d at 230 n.11.               A

choice-of-law clause, such as the one contained in the contract between Furtek &

Associates and Renew, is one factor to consider in determining whether the

forum court has personal jurisdiction over the nonresident defendant. Burger

King Corp. v. Rudzewicz, 471 U.S. 462, 482, 105 S. Ct. 2174, 2187 (1985);

Michiana, 168 S.W.3d at 792; 2007 E. Meadows, L.P. v. RCM Phoenix Partners,

L.L.C., 310 S.W.3d 199, 208 (Tex. App.—Dallas 2010, pet. denied); Citrin

Holdings, LLC v. Minnis, 305 S.W.3d 269, 282 (Tex. App.—Houston [14th Dist.]

2009, no pet.); Exchequer Fin. Group, Inc. v. Stratum Dev., Inc., 239 S.W.3d

899, 908 (Tex. App.—Dallas 2007, no pet.).

                             (a) Minimum contacts

      In its brief, Maxus argues that the following contacts, taken together,

established specific jurisdiction over Furtek & Associates and Furtek in Texas:

          Furtek & Associates contracted with Renew, a Texas
           company, to provide professional accounting services;

          Furtek knew that Renew was a Texas company;

          Renew wired a $10,000 retainer to Furtek using its Texas
           bank account;

          Furtek had numerous telephone calls and emails with
           Renew’s president who was located in Fort Worth;

          Furtek traveled to Fort Worth to meet with Chaney-Brady on
           July 17, 2012;



                                       11
          Furtek & Associates sent an independent contractor to work
           with Renew employees on three separate occasions in the fall
           of 2012;

          Furtek knew that Maxus would rely on the financial documents
           that Furtek organized and prepared when deciding whether to
           acquire Renew;

          Furtek actively participated in assisting Chaney-Brady with the
           sale to Maxus by providing feedback on proposals, providing
           financial information, and uploading it onto a due diligence
           website that Maxus relied on; and

          Furtek communicated directly with King, Maxus’s president, by
           email and telephone.

Furtek & Associates and Furtek contend, on the other hand, that these actions do

not rise to the level of the sufficient minimum contacts that are constitutionally

required for assertion of personal jurisdiction over them.

      Texas courts have consistently held that telephone calls, emails, and mail

between a nonresident defendant and a Texas resident are insufficient minimum

contacts to establish specific jurisdiction. These communications are insufficient

to confer specific jurisdiction over nonresident defendants who use phones,

computers or mail to do business with Texas residents. E.g., Bryan v. Gordon,

384 S.W.3d 908, 916–17 (Tex. App.—Houston [14th Dist.] 2012, no pet.)

(making multiple telephone calls and sending emails to Texas resident held

insufficient for assertion of specific jurisdiction); Ahrens & DeAngeli, P.L.L.C. v.

Flinn, 318 S.W.3d 474, 484 (Tex. App.—Dallas 2010, pet. denied) (“[t]elephone


                                         12
calls and correspondence as activities directed at the forum are generally

insufficient” to establish minimum contacts); 2007 E. Meadows, 310 S.W.3d at

205 (sending due-diligence documents and monthly rent rolls to Texas held

insufficient minimum contacts). The rationale underlying these cases is that

jurisdiction should not be determined by the fortuitous location of the Texas

resident when the nonresident defendant communicates with them.             Bryan,

384 S.W.3d at 917; see also Michiana, 168 S.W.3d at 791 (“[C]hanges in

technology have made reliance on phone calls obsolete as proof of purposeful

availment.”).

       We also do not believe that Furtek’s visit to Texas to attend an unrelated

meeting an exhibition constituted “purposeful availment” of the privileges of

conducting business in Texas. The evidence is undisputed that Furtek met with

Chaney-Brady only because he happened to be in the area for the conference.

Furtek did not purposefully travel to Texas solely to visit with Chaney-Brady or to

perform work that could only be done on-site. Nor did Furtek bill Renew for his

travel expenses to Texas because they would have been incurred regardless of

whether he met with Chaney-Brady. This visit was the type of “fortuitous” contact

with the forum that is not purposeful availment. See Michiana, 168 S.W.3d at

785.

       With respect to Yanchik’s three trips to Texas, the evidence shows that

they were for services unrelated to the sale of Renew to Maxus. Yanchik trained

Renew employees on-site to improve the company’s collection procedures; she

                                        13
was not involved with preparing financial documents for the eventual sale to

Maxus. While her contacts with Texas may be analyzed in a general-jurisdiction

analysis, they are irrelevant to our specific-jurisdiction inquiry because the

contacts are unrelated to the cause of action. See Burger King, 471 U.S. at 472,

105 S. Ct. at 2182 (stating litigation must “result[] from alleged injuries that ‘arise

out of or relate to’” contacts with the forum for assertion of specific jurisdiction);

Moki Mac, 221 S.W.3d at 576 (“Specific jurisdiction is established if the

defendant’s alleged liability ‘aris[es] out of or [is] related to’ an activity conducted

within the forum.” (quoting Guardian Royal, 815 S.W.2d at 228)).

      Maxus’s remaining alleged contacts will not support an assertion of

specific jurisdiction over Furtek & Associates or Furtek by Texas courts. The fact

that Renew sent Furtek & Associates a check drawn on a Texas bank account is

an isolated and random contact that does not show Furtek & Associates

purposefully directed an activity to Texas to avail itself of the forum. See Myers

v. Emery, 697 S.W.2d 26, 32 (Tex. App.—Dallas 1985, no writ). That Furtek &

Associates contracted with a Texas company is also insufficient to establish

purposeful availment. See Burger King, 471 U.S. at 478, 105 S. Ct. at 2185;

Lisitsa v. Flit, 419 S.W.3d 672, 680 (Tex. App.—Houston [14th Dist.] 2013, pet.

denied); Olympia Capital Assocs., L.P. v. Jackson, 247 S.W.3d 399, 417 (Tex.

App.—Dallas 2008, no pet.). “Due process requires that a defendant be haled

into court in a forum State based on his own affiliation with the State, not based

on the ‘random, fortuitous, or attenuated’ contacts he makes by interacting with

                                          14
other persons affiliated with the State.” Walden v. Fiore, 134 S. Ct. 1115, 1123

(2014) (quoting Burger King, 471 U.S. at 475, 105 S. Ct. at 2183)). Finally, the

choice-of-law clause in the contract at issue supports our conclusion that Furtek

& Associates and Furtek did not intend to avail themselves of the privileges of

doing business in Texas and believed that any dispute over the contract would

be resolved under Pennsylvania law.

                          (b) Cases relied on by Maxus

        Maxus contends that this case is analogous to a prior decision of this court

and to a Beaumont Court of Appeals case:              Carlile Bancshares, Inc. v.

Armstrong, Nos. 02-14-00014-CV, 02-14-00018-CV, 2014 WL 3891658 (Tex.

App.—Fort Worth Aug. 7, 2014, no pet.) (mem. op.) and Deloitte & Touche

Netherlands Antilles & Aruba v. Ulrich, 172 S.W.3d 255 (Tex. App.—Beaumont

2005, pet. denied). In Carlile, we held that two Colorado residents had sufficient

minimum contacts with Texas for a Texas court to assert specific jurisdiction over

them.    2014 WL 3891658, at *13–16.          Maxus argues this case is factually

indistinguishable, pointing to evidence in Carlile that the Colorado residents

(1) agreed to seek out the buyer in Texas, (2) compiled financial information for

use by the Texas buyer, and (3) directed emails to the Texas buyer. Id. at *13.

We find Carlile distinguishable for two reasons. First, the nonresidents in that

case specifically agreed to seek out Carlile in Texas regarding a potential

acquisition.   Id.   This action of the nonresident defendants themselves was

purposeful and was clear evidence that they sought a benefit or advantage by

                                         15
availing themselves of Texas’s jurisdiction. Id. In this case, a third-party broker

located in Florida initiated the contact between Furtek and Chaney-Brady; Furtek

never sought out Renew’s business by contacting it directly. The fact that a third-

party broker brings the parties together to conduct business is a factor that

should be considered in a specific-jurisdiction analysis because it is evidence

that the nonresident defendant did not intend to purposefully avail itself of the

privilege of conducting activities within the forum state, thereby invoking the

benefits and protections of its laws. See 2007 E. Meadows, 310 S.W.3d at 205;

Olympia Capital, 247 S.W.3d at 416; 3-D Elec. Co., Inc. v. Barnett Constr. Co.,

706 S.W.2d 135, 142 (Tex. App.—Dallas 1986, writ ref’d n.r.e.). Second, one

nonresident in Carlile traveled to Texas twice to meet with the buyer to discuss

the specifics of the merger that they were negotiating.          Carlile, 2014 WL

3891658, at *13. These contacts were direct and significant contacts with the

forum to finalize the merger agreement.         By deliberately and purposefully

engaging in these activities in Texas, the Colorado residents in Carlile submitted

themselves to the jurisdiction of Texas courts.        Id. at *14; see Michiana,

168 S.W.3d at 784.     Here, Furtek & Associates and Furtek did not create a

substantial connection by personally conducting negotiations or preparing or

producing documents in Texas. Although physical presence in the state is not

required to meet the requirements of specific jurisdiction, it can “enhance a

potential defendant’s affiliation with a State and reinforce the reasonable

foreseeability of suit there.” Burger King, 471 U.S. at 476, 105 S. Ct. at 2184.

                                        16
      Similarly, we find Deloitte & Touche inapposite. In that case, auditors from

Deloitte & Touche, an accounting firm organized under the laws of the

Netherlands Antilles, traveled from the Netherlands to Texas to do substantial

portions of their audit on a Texas bank. Deloitte & Touche, 172 S.W.3d at 263.

When Deloitte & Touche entered into the contract with the Texas bank, it knew

most of its audit work would be performed in Texas and that its auditors would

spend a significant amount of time in Texas. Id. Thus, it was foreseeable to

Deloitte & Touche that it could be haled into a Texas court for actions it took in

Texas. Id. There is no such extended physical presence in Texas in the case

before us; rather, it involves a fortuitous visit by Furtek and three visits by

Yanchik for unrelated work. Additionally, the court in Deloitte & Touche noted

that there was evidence a significant portion of the business operations of both

the Texas bank and Deloitte & Touche was located in Texas. Id. Neither Furtek

& Associates nor Furtek have any operations in Texas.

      In support of its position, Maxus also relies on a line of Texas cases

holding that specific jurisdiction exists if the nonresident defendant can forsee

that his actions will cause a direct injury to a Texas resident residing in Texas.

See, e.g., Weber Co., Inc. v. Back-Haul Bulk Carriers, Inc., No. 14-02-00240-CV,

2002 WL 31769418, at *3 (Tex. App.—Houston [14th Dist.] Dec. 12, 2002, no

pet.) (not designated for publication); Cartlidge v. Hernandez, 9 S.W.3d 341,

348 (Tex. App.—Houston [14th Dist.] 1999, no pet.).        Maxus contends that

because Furtek & Associates and Furtek could forsee that Maxus would be

                                       17
injured in Texas when relying on the financial information, it is fair to subject them

to the jurisdiction of Texas courts.

       We disagree.      First, specific jurisdiction focuses on the relationship

between the nonresident defendant and the forum state, not on the relationship

between the nonresident defendant and the plaintiff. Walden, 134 S. Ct. at 1122.

The proper analysis focuses on the contacts the nonresident defendant himself

creates with the forum state, not the plaintiff’s actions that connect the

nonresident defendant to the forum. Id. Second, the line of cases relied upon by

Maxus were decided before the supreme court’s decision in Michiana where the

court specifically rejected the argument that Texas has specific jurisdiction if the

nonresident defendant “directed a tort” at a Texas resident. 168 S.W.3d at 788–

90. The court stated that the directed-a-tort analysis was unworkable because it

incorrectly focused on the plaintiff and requires the court to analyze the merits of

the claim at the special-appearance hearing. Id. at 790–91.

       We hold that the record does not contain sufficient evidence of the

minimum contacts necessary to conclude that Furtek & Associates and Furtek

purposefully availed themselves of the privilege of conducting business within

Texas, thus invoking the benefits and protections of Texas law; thus, Furtek &

Associates and Furtek met their burden to negate specific jurisdiction. Hanson,

357 U.S. at 253, 78 S. Ct. at 1240. We sustain Furtek & Associates and Furtek’s

first issue.



                                         18
                            2. General Jurisdiction

      In their second issue, Furtek & Associates and Furtek contend that Texas

courts cannot assert general jurisdiction over them because the contacts they

had with Texas were not continuous and systematic. Between 2010 and 2015,

Furtek traveled to Texas three additional times apart from attending the 2012

meeting and exhibition. We agree with Furtek & Associates and Furtek that

these additional trips, in combination with the other contacts discussed above,

are insufficient to establish the type of continuous and systematic business

contacts required by the Fourteenth Amendment.

      General jurisdiction can be exercised over a nonresident defendant even

though a plaintiff’s cause of action does not arise out of the nonresident

defendant’s contacts with the forum if those contacts are “continuous and

systematic general business contacts” that make it fair to assert jurisdiction over

the defendant.    Helicopteros, 466 U.S. at 415–16, 104 S. Ct. at 1872–73;

Am. Type Culture Collection v. Coleman, 83 S.W.3d 801, 806–07 (Tex. 2002),

cert. denied, 537 U.S. 1191 (2003).       This is a more demanding minimum-

contacts analysis than that performed for specific jurisdiction. Am. Type Culture,

83 S.W.3d at 807.

      The record reveals that since 2010, Furtek traveled to Texas four times. In

2010 and 2012, Furtek traveled to the Dallas/Fort Worth Metroplex to attend the

annual National Association for Home Care & Hospice meeting an exhibition. On



                                        19
two other occasions, Furtek traveled to Texas to attend business meetings on

behalf of non-Texas clients.

      Furtek & Associates and Furtek’s contacts with Texas are insufficient to

satisfy the requirements of the Due Process Clause of the Fourteenth

Amendment.      Two meetings with non-Texas clients and attendance at two

exhibitions in Texas are not the type of general business contacts that are

continuous and systematic in nature. See Am. Type Culture, 83 S.W.3d at 809

(stating “attendance at the five Texas conferences does not support the exercise

of general jurisdiction” over nonresident defendant).   The fortuitous business

meeting in Texas with Chaney-Brady is also insufficient to constitute a

continuous and systematic contact.     See Helicopteros, 466 U.S. at 416–18,

104 S. Ct. at 1873–74 (concluding “one trip” to forum state by nonresident

defendant’s CEO to negotiate contract, nonresident’s acceptance of checks

drawn on Texas bank, and nonresident’s “mere purchases, even if occurring at

regular intervals,” were not continuous or systematic contacts for purposes of

general jurisdiction).

      The same legal analysis applies to Yanchik’s three visits to Texas to train

Renew employees on billing and collection procedures.        As an independent

contractor, Yanchik’s travel to Texas did not enhance the nature of Furtek &

Associates and Furtek’s contacts with Texas. In Helicopteros, a South American

company sent prospective pilots to Fort Worth for on-site training and to fly

helicopters back to South America. 466 U.S. at 411, 104 S. Ct. at 1870. The

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company also sent management and maintenance personnel to Fort Worth for

technical consultation and for “plant familiarization.” Id. The Supreme Court

found these contacts to be fortuitous in nature, not the general, continuous, and

systematic business contacts with the forum state required for the assertion of

general jurisdiction. Id. at 418, 104 S. Ct. at 1874. In accordance with this

reasoning, Yanchik’s contacts would not warrant haling Furtek & Associates and

Furtek into a Texas court.

       We hold that this evidence does not establish the continuous and

systematic business contacts between Furtek & Associates and Furtek and

Texas. Thus, Furtek & Associates and Furtek met their burden to negate general

jurisdiction. We sustain Furtek & Associates and Furtek’s second issue. Having

sustained both Furtek & Associates and Furtek’s first and second issues, we

need not reach the question of whether assertion of personal jurisdiction over

these nonresidents would offend traditional notions of fair play and substantial

justice.   See Tex. R. App. P. 47.1; Prof’l Ass’n of Golf Officials, 2013 WL

6869862, at *8.

                                IV. CONCLUSION

       We do not find evidence in the record to support the trial court’s conclusion

that Furtek & Associates and Furtek had sufficient contacts with Texas to

establish a basis for asserting either specific or general jurisdiction over them.

Without such evidence, it was error to deny their special appearance.           We

therefore reverse the trial court’s order denying Furtek & Associates and Furtek’s

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special appearance and render judgment dismissing Maxus’s claims against

them for want of personal jurisdiction. See Tex. R. App. P. 43.2(c), 43.3.


                                                   /s/ Lee Gabriel

                                                   LEE GABRIEL
                                                   JUSTICE

PANEL: LIVINGSTON, C.J.; GABRIEL and SUDDERTH, JJ.

SUDDERTH, J., dissenting without opinion

DELIVERED: April 21, 2016




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