AFFIRM; Opinion Filed May 30, 2013.




                                         S   In The
                                Court of Appeals
                         Fifth District of Texas at Dallas
                                      No. 05-12-00606-CV

                                 VOLTAIX, LLC, Appellant
                                          V.
                                JOHN AJONGWEN, Appellee

                        On Appeal from the 422nd Judicial District Court
                                   Kaufman County, Texas
                              Trial Court Cause No. 80351-422

                                           OPINION
                          Before Justices Moseley, Fillmore, and Myers
                                   Opinion by Justice Moseley

       In this interlocutory appeal, Voltaix, LLC appeals the trial court’s order granting the

special appearance of John Ajongwen. In two issues, Voltaix contends Ajongwen failed to carry

his burden to negate all bases for personal jurisdiction alleged in the petition and the facts

demonstrate that Texas may exercise specific jurisdiction over Ajongwen. We conclude that

Ajongwen’s single trip to Texas is not substantially connected to the operative facts of this trade

secret litigation and, thus, Ajongwen negated all bases for personal jurisdiction alleged in the

pleadings. We affirm the trial court’s order granting Ajongwen’s special appearance.

                                        BACKGROUND
       Voltaix, with a principal place of business in New Jersey, manufactures germane gas, a

specialty gas used in the semiconductor and solar energy industries. Voltaix claims to have
various trade secrets about the manufacturing process that give it a competitive advantage in the

market. Two former Voltaix employees who worked at its New Jersey plant, Mathias C. Tezock

and Ronald Bachman, allegedly misappropriated the trade secrets in violation of their

employment agreements. After leaving Voltaix’s employment in New Jersey, Tezock purchased

property in Texas and formed Metaloid Precursors, Inc., a Texas corporation. Tezock is the

president and Bachman is the vice-president of Metaloid.

         Voltaix sued Metaloid, Tezock, and Bachman in Texas for misappropriation of trade

secrets and other causes of action. Voltaix alleged that Metaloid built a chemical plant in Terrell,

Texas in order to manufacture germane gas using the trade secrets misappropriated from Voltaix.

         Voltaix later joined as a defendant in the suit John Ajongwen, an investor in Metaloid and

its chairman of the board. It alleged Ajongwen assisted and participated in the torts of Tezock

and Metaloid, assisted and encouraged the misappropriation of trade secrets by Tezock and

Metaloid, and conspired with Tezock and Metaloid to misappropriate the trade secrets. Voltaix

alleged the trial court had jurisdiction over Ajongwen because he conducted business and

committed torts in Texas; specifically, Voltaix alleged Ajongwen traveled to Texas one time to

assist in starting up the water purification system and to conduct a safety inspection at Metaloid’s

plant.

         Ajongwen, a chemical engineer and former employee of Merck & Co., is a New Jersey

resident. He filed a special appearance alleging he was a nonresident defendant not amenable to

the trial court’s jurisdiction; Ajongwen attached his affidavit and filed a brief in support of his

special appearance where he asserted his attached deposition testimony showed he did not have

minimum contacts with Texas. In response, Voltaix argued Ajongwen failed to negate Voltaix’s

allegations of specific jurisdiction and that Ajongwen had sufficient contacts with Texas to




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confer personal jurisdiction.   In support of its response, Voltaix attached and incorporated

Ajongwen’s oral deposition and excerpts from the oral deposition of Dr. Leisl Dukhedin-Lalla.

       The trial court heard argument on the special appearance, but the parties did not submit

additional evidence at the hearing. The trial court granted Ajongwen’s special appearance and

did not file findings of fact or conclusions of law. Voltaix appeals.

                                    STANDARD OF REVIEW
       Whether a court can exercise personal jurisdiction over nonresident defendants is a

question of law, and thus we review de novo the trial court’s ruling on a special appearance.

Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex. 2007); BMC Software

Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). When a trial court does not issue

findings of fact or conclusions of law, “all facts necessary to support the judgment and supported

by the evidence are implied.” BMC Software, 83 S.W.3d at 795. We will affirm the trial court’s

ruling on any legal theory finding support in the record. See id.; Dukatt v. Dukatt, 355 S.W.3d

231, 237 (Tex. App.—Dallas 2011, pet. denied).

                                      APPLICABLE LAW
   A. Personal Jurisdiction

       Texas courts may exercise personal jurisdiction over a nonresident defendant if: (1) the

Texas long-arm statute permits the exercise of jurisdiction, and (2) the assertion of jurisdiction

satisfies constitutional due process guarantees. Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d

653, 657 (Tex. 2010).      The long-arm statute reaches “as far as the federal constitutional

requirements for due process will allow.” Am. Type Culture Collection, Inc. v. Coleman, 83

S.W.3d 801, 806 (Tex. 2002) (quoting Guardian Royal Exch. Assur., Ltd. v. English China

Clays, P.L.C., 806 S.W.2d 223, 226 (Tex. 1991)). Thus, the long-arm statute’s requirements are

satisfied if exercising jurisdiction comports with federal due process limitations. Id. Personal


                                                –3–
jurisdiction over a nonresident defendant satisfies constitutional due process guarantees when (1)

the nonresident defendant has established minimum contacts with the forum state and (2) the

exercise of jurisdiction comports with traditional notions of fair play and substantial justice.

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476 (1985).

        Minimum contacts are established when the nonresident defendant purposefully avails

himself of the privilege of conducting activities within the forum state, thus invoking the benefits

and protections of its laws.     Kelly, 301 S.W.3d at 657–58.          There are three parts to the

purposeful-availment inquiry: (1) only the defendant’s contacts are relevant; (2) the contact must

be purposeful, not random, fortuitous, or attenuated; and (3) the defendant must seek some

advantage, benefit, or profit by availing itself of the forum. See Moki Mac, 221 S.W.3d at 575.

        In addition to the purposeful-availment requirement, the defendant’s contacts with the

forum must give rise to either specific or general jurisdiction. Retamco Operating, Inc. v.

Republic Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009). Voltaix concedes that Texas cannot

exercise general jurisdiction over Ajongwen, and has only challenged the trial court’s ruling with

regard to specific jurisdiction. Our inquiry is limited accordingly.

        Specific jurisdiction is established if the defendant’s alleged liability arises out of or

relates to the defendant’s contacts with the forum state. Moki Mac, 221 S.W.3d at 575–76. The

specific jurisdiction analysis focuses on the relationship among the defendant, the forum, and the

litigation. Id.

    B. Special Appearance

        The plaintiff bears the initial burden of pleading sufficient allegations to bring a

nonresident defendant within the provisions of the Texas long-arm statute. BMC Software, 83

S.W.3d at 793. Once the plaintiff has pleaded sufficient jurisdictional allegations, a nonresident

defendant challenging personal jurisdiction in Texas must file a verified special appearance. See


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TEX. R. CIV. P. 120a. To prevail, the nonresident defendant must negate all grounds for personal

jurisdiction alleged by the plaintiff. Kelly, 301 S.W.3d at 658. If the defendant does so, the

burden shifts back to the plaintiff to show the court has personal jurisdiction over the defendant

as a matter of law. Alliance Royalties, LLC v. Boothe, 329 S.W.3d 117, 120 (Tex. App.—Dallas

2010, no pet.).

       The nonresident defendant can negate jurisdiction on either a factual or legal basis.

Kelly, 301 S.W.3d at 659. A factual attack requires the defendant to present evidence that it has

no contacts with Texas, effectively disproving the plaintiff’s allegations. Id. In a legal attack,

the defendant can show that even if the plaintiff’s alleged facts are true, the evidence is legally

insufficient to establish jurisdiction because the defendant's contacts fall short of purposeful

availment, the plaintiff’s claims do not arise from the contacts (in cases asserting specific

jurisdiction over the defendant), or that traditional notions of fair play and substantial justice are

offended by the exercise of jurisdiction. Id.

                                            ANALYSIS
       Voltaix contends the trial court erred by granting Ajongwen’s special appearance because

Ajongwen failed to negate specific jurisdiction and the undisputed facts demonstrate that Texas

courts may exercise specific jurisdiction over him.

   A. Burden to Negate Jurisdictional Allegations

       In its first issue, Voltaix argues Ajongwen failed to negate all bases for jurisdiction

alleged by Voltaix. Voltaix alleged Ajongwen was liable for: (1) “assisting and participating in

the tortious acts of Tezock and Metaloid”; (2) “assisting and encouraging the misappropriation of

trade secrets by Tezock and Metaloid”; and (3) “conspiracy to misappropriate Voltaix’s trade




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secrets.” 1 Voltaix’s allegation as to why Texas courts have jurisdiction over Ajongwen is that he

travelled to Texas to set up Metaloid’s water purification system. 2

           Because Voltaix alleged specific jurisdictional facts, Ajongwen had the burden to do

more than prove he was a nonresident of Texas. Whether he met that burden is determined based

on a review of the entire record, not merely the pleadings. Pleadings frame the jurisdictional

dispute, but are not dispositive. Kelly, 301 S.W.3d at 658 n.4. A special appearance is decided

on the basis of the pleadings, stipulations, affidavits and attachments filed by the parties, results

of discovery, and any oral testimony at the hearing. TEX. R. CIV. P. 120a(3).

           In support of the special appearance, Ajongwen submitted his affidavit and portions of

his deposition. Voltaix attached all of Ajongwen’s deposition to its response to the special

appearance and the deposition was admitted into evidence at the hearing. The record indicates

that Ajongwen came to Texas one time for a day and a half to oversee the start-up of the water

purification system and to check on the ability of the plant to deal with potential leaks of

hydrogen gas. Ajongwen did not deny this single contact with Texas. He argued at the hearing

    1
      It is not necessary to this appeal to discuss the merit of these causes of action. However, personal jurisdiction
over a nonresident cannot be premised on contacts imputed from another person or entity. See Nat’l Indus. Sand
Ass’n v. Gibson, 897 S.W.2d 769, 773 (Tex. 1995) (orig. proceeding) (“we decline to recognize the assertion of
personal jurisdiction over a nonresident defendant based solely on the effects or consequences of an alleged
conspiracy with a resident in the forum state”).
    2
        Specifically, Voltaix alleged:
           In 2007, Tezock, seeking funding for the enterprise that ultimately became Metaloid, disclosed to
           Ajongwen confidential technical information about Voltaix's process for manufacturing germane,
           including details of its water purification process and specifications, the chemical reactions
           necessary for manufacture of germane, the identity of Voltaix's customers, suppliers, and the raw
           materials used in Voltaix's process for manufacturing germane.
           ...
           Ajongwen came to Texas in June 2008 to install and/or otherwise work on the water purification
           system used in the Metaloid plant in accordance with certain confidential Voltaix water purity
           specifications provided to him by Tezock and to provide technical advice concerning other issues
           in the manufacture of germane. Ajongwen knew—or at least had knowledge of facts that would
           put him on notice—that information provided by Tezock about the chemical reactions for making
           germane and the water purification specifications used in the process and the water purification
           specification were trade secrets of Voltaix and that use of such information by Tezock and
           Metaloid was a violation of Voltaix’s rights.


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that the water purification system installed by Metaloid was a commercially available system and

not Voltaix’s trade secret.

       The only way to determine Voltaix’s first issue—whether Ajongwen failed to negate all

bases for personal jurisdiction—is to conduct the jurisdictional analysis on the record before the

trial court. In other words, Voltaix’s first issue adds nothing to the analysis of its second issue,

and presents no independent basis for reversing the trial court’s order. The real issue is whether

Ajongwen’s single undisputed contact is sufficient to satisfy the specific jurisdiction standard.

We overrule Voltaix’s first issue.

   B. Specific Jurisdiction

       Thus, we turn to Voltaix’s second issue, whether the record shows Ajongwen has

sufficient minimum contacts with Texas to support the exercise of specific jurisdiction. To

support the exercise of specific jurisdiction in this case, (1) Ajongwen must have made minimum

contacts with Texas by purposefully availing himself of the privilege of conducting activities

here, and (2) his alleged liability must have arisen from or related to those contacts. Moki Mac,

221 S.W.3d at 576. We focus on the second requirement because it is dispositive. The main

question is whether Ajongwen’s alleged liability arises from or is related to his single undisputed

contact with Texas. See id. (citing Helicopteros Nacionales de Colombia v. Hall, 466 U.S. 408,

414 n.8 (1984)). We decide this question by determining whether Ajongwen’s contact with

Texas is substantially connected to the operative facts of the litigation. Id. at 584–85.

       1. Ajongwen’s Texas Contact

       The record indicates Ajongwen travelled to Texas one time to oversee the start-up of the

water purification system and to conduct a safety inspection of Metaloid’s plant. Ajongwen

spent a day and a half at the Metaloid facility in Texas. His visit was prior to the production of

any germane gas at the plant. The water purification system was a commercial system purchased


                                                –7–
from Siemens. The water purification system was started, but it did not produce the water

purification levels Ajongwen and Tezock were looking for. By the time Ajongwen left the plant

in Texas, he discussed with Tezock whether they needed the high water purity levels they had

originally thought. They later decided the water purity level was not as important as removing

certain elements from the water and modified the system accordingly. One of the primary

reasons Ajongwen came to Texas was to perform a safety study because of the risk of hydrogen

gas leaks.

       2. Misappropriation of Trade Secrets

       To prevail on its claim for misappropriation of trade secrets, Voltaix must establish (1)

the trade secret existed; (2) the trade secret was acquired through breach of a confidential

relationship or was discovered by improper means; (3) the defendant used the trade secret

without authorization; and (4) that Voltaix suffered damages as a result. See Twister B.V. v.

Newton Research Partners, LP, 364 S.W.3d 428, 437 (Tex. App.—Dallas 2012, no pet.) (citing

Tex. Integrated Conveyor Sys., Inc. v. Innovative Conveyor Concepts, Inc., 300 S.W.3d 348,

366–67 (Tex. App.—Dallas 2009, pet. denied). In addition, Voltaix will be required to prove its

allegations supporting personal liability against Ajongwen.

       In our specific jurisdiction analysis, we must focus on the relationship among Ajongwen,

the litigation, and the forum. See Moki Mac, 221 S.W.3d at 585. The operative facts of this

litigation will focus on the existence and scope of the alleged trade secrets, the acts of

misappropriation by Tezock and Bachman in New Jersey, and the alleged use of the trade secrets

by Metaloid at its plant in Texas. In addition, the operative facts will include what Ajongwen

did to assist Tezock and Metaloid by giving them technical advice, financial assistance, and

encouragement as alleged by Voltaix.




                                              –8–
       Ajongwen explained in his deposition his past experience with water purification systems

in the pharmaceutical industry and the dangers of hydrogen gas produced as a part of that

process. The pharmaceutical industry uses the highest possible water purity levels. He also

explained that the electronics industry uses water purity levels just below that of the

pharmaceutical industry. Ajongwen is an expert in water purification based on his education and

experience with Merck. Based on that expertise, Ajongwen recommended several vendors of

water purification systems to Tezock during their discussions in New Jersey and Tezock later

selected the vendor for the Metaloid plant.

       Voltaix alleged that Tezock disclosed the trade secrets to Ajongwen in 2007, almost a

year before Ajongwen traveled to Texas. There are no allegations that Ajongwen provided

financial assistance or encouragement to Tezock in Texas. Ajongwen’s deposition testimony

indicates that much of the technical advice, financial assistance, or encouragement he gave

Tezock occurred in New Jersey. Ajongwen’s single trip to Texas occurred several months after

the trade secrets were allegedly disclosed to Ajongwen and after the water purification system

had been purchased. Thus, as in Moki Mac, Ajongwen’s activities in Texas will not be the main

focus of the litigation regarding his alleged liability. See Moki Mac, 221 S.W.3d at 585. His

single trip to Texas is not substantially connected to the operative facts about his alleged

assistance in the misappropriation of Voltaix’s trade secrets.

       Voltaix argues Ajongwen is subject to personal jurisdiction not merely because he

traveled to Texas, but because he did so knowing that he was involved in the misappropriation of

Voltaix’s trade secrets. But Ajongwen’s knowledge of the trade secrets is not connected to

Texas. According to Voltaix, Ajongwen acquired that knowledge from Tezock in New Jersey

long before Ajongwen came to Texas.




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        We conclude Ajongwen’s single contact with Texas is not substantially connected to the

operative facts of the litigation. See Moki Mac, 221 S.W.3d at 576, 585. Therefore, Ajongwen’s

alleged liability does not arise from or relate to his contact with Texas and Texas courts may not

exercise specific jurisdiction over him. See id. We overrule Voltaix’s second issue. 3

                                             CONCLUSION
        We conclude Ajongwen negated all bases for personal jurisdiction alleged in the

pleadings and that the record shows Ajongwen does not have minimum contacts with Texas

sufficient to support the exercise of specific jurisdiction.

        We affirm the trial court’s order.




120606F.P05



                                                       /JimMoseley/
                                                       JIM MOSELEY
                                                       JUSTICE




    3
      Because Ajongwen lacks minimum contacts with Texas, it is not necessary to discuss the fair-play-and-
substantial-justice prong of personal jurisdiction See Kelly, 301 S.W.3d at 661 n.10.


                                                  –10–
                                       S
                              Court of Appeals
                       Fifth District of Texas at Dallas
                                       JUDGMENT

VOLTAIX, LLC, Appellant                            On Appeal from the 422nd Judicial District
                                                   Court, Kaufman County, Texas
No. 05-12-00606-CV        V.                       Trial Court Cause No. 80351-422.
                                                   Opinion delivered by Justice Moseley.
JOHN AJONGWEN, Appellee                            Justices Fillmore and Myers participating.

       In accordance with this Court’s opinion of this date, the trial court’s order granting
defendant John Ajongwen’s special appearance is AFFIRMED.
       It is ORDERED that appellee JOHN AJONGWEN recover his costs of this appeal from
appellant VOLTAIX, LLC.


Judgment entered this May 30, 2013.




                                                 /Jim Moseley/
                                                 JIM MOSELEY
                                                 JUSTICE




                                            –11–
