Affirmed and Majority and Concurring Opinions filed May 31, 2018.




                                    In The

                   Fourteenth Court of Appeals

                             NO. 14-16-00481-CV

ALEJANDRO VIVANCO ALARCON AS EXECUTOR OF THE ESTATE
OF ARACELI ALARCON VELAZQUEZ, DECEASED, MARIE EUGENIE
ALARCON VELAZQUEZ, AND ROBERT BLAAUW AS RECEIVER FOR
 ZALINCO CORPORATION, N.V. AND OCANA CORPORATION, N.V.,
                       Appellants

                                       V.
               GABRIEL ALARCON VELAZQUEZ, Appellee

                   On Appeal from the 270th District Court
                           Harris County, Texas
                     Trial Court Cause No. 2006-51822

                     MAJORITY OPINION


      Appellants Alejandro Vivanco Alarcon, as executor for the estate of Araceli
Alarcon Velazquez, deceased, Marie Eugenie Alarcon Velazquez, and Robert
Blaauw as receiver for Zalinco Corporation, N.V. and Ocana Corporation, N.V.,
appeal from a take-nothing judgment signed after the trial court determined that
Mexican law applied to all claims appellants asserted against appellee, Gabriel
Alarcon Velazquez. In two issues, appellants contend the trial court erred when it
concluded that Mexican law applied to all of their claims. Finding no error, we
affirm.

                                         BACKGROUND

      This long-running litigation arises out of a family dispute involving three
siblings, two sisters and a brother, all citizens and lifetime residents of Mexico. A
fourth sibling is not involved in this litigation. One of the sisters, Araceli Alarcon
Velasquez, passed away after the litigation started and is represented by Alejandro
Vivanco Alarcon, ancillary executor of her estate. For ease of reference, we refer
to the family appellants collectively as “the sisters.”

      The sisters allege that in 1981 their father set up two corporations in
Curacao,1 Zalinco Corporation, N.V. and Ocana Corporation, N.V., for the benefit
of all siblings. The sisters contend that the father gave each child a 25 percent
interest in each corporation. They further allege that their father charged Gabriel,
as the oldest sibling, with managing the corporations for the benefit of all. The two
corporations established bank accounts with a New York City bank. The original
capitalization for each corporation was $6,000. Establishing these bank accounts
was the only activity undertaken by the corporations.

      ATC Corporate Services (Curacao), N.V. was appointed managing director
of the two corporations. The sisters allege, however, that ATC did not manage the
two corporations. They contend Gabriel controlled the corporations through a
general power of attorney. The sisters assert that Gabriel, using his general power
of attorney, looted the corporations of their assets by ordering the New York bank


      1
          Curacao is part of the Netherlands Antilles.

                                                 2
to send millions of dollars to other bank accounts, including his own personal
accounts, around the world and throughout the United States, including Texas.
The sisters allege that Gabriel spent the corporations’ money for his own personal
benefit, including paying expenses related to his yacht, the purchase of a vacation
home, and the purchase of condominiums in New York.

       According to the sisters, Gabriel assured them he was properly investing the
family’s assets, including the assets of the two corporations, for the benefit of all of
the siblings. The sisters assert they relied on these allegedly false representations
for years. The sisters also allege that Gabriel withheld information from them and
from ATC.

       The sisters contend that Gabriel established the base of operations for the
corporations and his own misuse of the corporations’ assets in Houston, Texas. In
support of their contention that Houston was the site of Gabriel’s base of
operations, the sisters emphasize the undisputed fact that Gabriel used an
apartment located in Houston as the mailing address for the corporations’ New
York bank accounts. They also allege that Gabriel retained personal attorneys,
accountants, and others in Houston using corporate money. They further allege
that he used the corporations’ resources to make personal investments in Houston
real estate and in a Houston day-trading operation.

       The corporations’ stock originally was held by two nominal shareholders,
both selected by Gabriel. The sisters acquired fifty percent of the stock in each of
the corporations in 2004.2 Litigation between the siblings began in Curacao that

       2
          Gabriel claimed that he, not his father, formed the two corporations for his own
business interests. He denied that his sisters had any ownership interest in the two corporations.
Gabriel did not deny the various transactions made through the New York banks. He instead
asserted that all funds deposited into the corporations’ New York bank accounts were his
personal funds, generated through his personal business activities.

                                                3
same year. The primary issues in the Curacao litigation were (1) ownership of the
two corporations, and (2) an accounting of the corporations’ assets. In 2004, the
Curacao court determined that the sisters were the owners of fifty percent of the
stock of the two corporations. In 2007, the Curacao court dissolved the two
corporations and appointed appellant Robert Blaauw the receiver for both
corporations. Blaauw had the authority to do everything necessary to liquidate the
two companies. In that effort, Blaauw requested an accounting from Gabriel, but
Gabriel refused to comply. Blaauw then sought a court order requiring Gabriel to
comply, and, in 2011, the Curacao court granted that request, ordering Gabriel to
render an accounting and to produce supporting documentation. In 2013, the
Curacao court found that the two corporations were not conducting any business,
their activities were limited to holding bank accounts in various countries, but not
in Curacao, and Blaauw concluded “they had a so-called ‘dormant status.’”

       The sisters filed suit against Gabriel in Harris County, Texas in 2006.
Blaauw, as receiver for the two corporations, joined the lawsuit against Gabriel in
2010. Appellants asserted numerous claims against Gabriel, including (1) breach
of informal fiduciary duty, (2) fraud, (3) breach of fiduciary duty, (4) conversion,
(5) fraudulent transfer, (6) “money had and received/unjust enrichment,” (7)
violations of the Texas Theft Liability Act, and (8) a suit for an accounting.3 In the
event the trial court determined that Texas law did not apply to some or all their
claims, appellants asserted in the alternative claims under Cuaracao statutory law
that Gabriel breached his duty of reasonableness and fairness to all parties involved
in the corporations, his duty to properly manage the corporations, and his duty to
render an accounting to justify his actions while he controlled the corporations.
All of appellants’ claims grow out of Gabriel’s alleged (1) misuse of the two
       3
        Only the sisters brought claims for breach of informal fiduciary duty. The remaining
claims were brought by the sisters and the receiver.

                                             4
corporations’ assets, (2) misrepresentations regarding his alleged misuse of the
corporations’ assets, and (3) failure to disclose his alleged misdeeds.

      Gabriel eventually filed an amended motion asking the trial court to apply
Mexican law to all claims asserted by appellants, and the trial court granted that
motion.   The trial court’s decision came on the eve of trial and after it had
previously rejected motions asserting that Mexican law applied. After the trial
court determined that Mexican law applied to all of appellants’ claims, the parties
signed an agreement under Texas Rule of Civil Procedure 11 that (1) all of
appellants’ claims were time-barred by Mexican law, (2) Gabriel would non-suit
his counterclaims, and (3) appellants reserved the right to appeal the trial court’s
choice-of-law determination. This resulted in a final take-nothing judgment signed
by the trial court. This appeal followed.

                                      ANALYSIS

I.    Blaauw has standing to pursue the Curacao corporations’ claims.

      Appellants raise two issues on appeal challenging the trial court’s
determination that Mexican law applies to their respective claims. Before reaching
the merits of appellants’ issues, we first must address Gabriel’s assertion, raised in
a conditional cross-appeal, that Blaauw does not have standing to pursue the
corporations’ claims because he was appointed receiver by a Curacao court. See
State v. Naylor, 466 S.W.3d 783, 805 (Tex. 2015) (appellate courts have
affirmative duty to confirm jurisdiction exists).

      Standing, a component of subject-matter jurisdiction, is a constitutional
prerequisite to maintaining suit under Texas law. Tex. Ass’n. of Bus. v. Tex. Air
Control Bd., 852 S.W.2d 440, 444–45 (Tex. 1993); Concerned Cmty. Involved
Dev., Inc. v. City of Houston, 209 S.W.3d 666, 670 (Tex. App.—Houston [14th


                                            5
Dist.] 2006, pet. denied). Standing requires that there exist a real controversy
between the parties that will actually be determined by the judicial declaration
sought. Sammons & Berry, P.C. v. Nat’l Indem. Co., No. 14-13-00070-CV, 2014
WL 3400713, at *3 (Tex. App.—Houston [14th Dist.] July 10, 2014, no pet.)
(mem. op.) (citing Nootsie, Ltd. v. Williamson Cnty. Appraisal Dist., 925 S.W.2d
659, 662 (Tex. 1999)).         Only the party whose primary legal right has been
breached may seek redress for the injury. Nauslar v. Coors Brewing Co., 170
S.W.3d 242, 249 (Tex. App.—Dallas 2005, no pet.). Without a breach of a legal
right belonging to a specific party, that party has no standing to litigate. Cadle Co.
v. Lobingier, 50 S.W.3d 662, 669–70 (Tex. App.—Fort Worth 2001, pet. denied).
Standing cannot be waived and can be raised for the first time on appeal. Tex.
Ass’n. of Bus., 852 S.W.2d at 444–45.           When reviewing standing on appeal, we
construe the petition in favor of the plaintiff and, if necessary, review the entire
record to determine whether any evidence supports standing. Id. at 446. Whether
a party has standing to bring a claim is a question of law reviewed de novo.
Mayhew v. Town of Sunnyvale, 964 S.W.2d 922, 928 (Tex. 1998).

       Gabriel relies on very old cases, the most recent issued in 1921, for the
proposition that an appointed receiver’s authority to pursue claims for a dissolved
corporation does not cross the borders of the appointing court.4 Having reviewed
the cases cited by Gabriel, as well as more recent caselaw addressing foreign
receiver standing, it is clear that the law has changed and as a result, Gabriel’s
cases are no longer authoritative. We conclude instead that Blaauw, a receiver
appointed by a Curacao court, has standing to pursue the corporations’ claims
through the application of comity principles. See K.D.F. v. Rex, 878 S.W.2d 589,

       4
          The sole case cited by Gabriel that was issued in the previous ninety-plus years is
distinguishable because it addresses guardians, not foreign receivers. See In re Bridgestone Ams.
Tire Operations, LLC, 459 S.W.3d 565, 570–71 (Tex. 2015).

                                               6
593 (Tex. 1993) (“Comity is a doctrine grounded in cooperation and mutuality.
United States courts defer to the sovereignty of foreign nations according to
principles of international comity.”).

       Texas will extend comity by recognizing the laws and judicial decisions of
another state, unless the foreign state declines to extend comity to Texas or sister
states under the same or similar circumstances. Id. at 593–94. Comity has been
applied to receivers appointed by foreign courts. See Massi v. Holden, No. 09-
1821, 2011 WL 6181258, at *4 (D. Minn. Dec. 13, 2011) (“There is a long and
consistent precedent of deferring to receivership orders issued by a properly-
instituted court of a foreign country that has jurisdiction, even when they are not
final judgments.”); BCCI Holdings (Luxembourg), Societe Anonyme v. Khalil, 20
F.Supp.2d 1, 4 (D. D. C. 1997) (“The recognition of liquidators or trustees
appointed by foreign courts to act as receivers empowered to sue or be sued on
behalf of insolvent corporations is neither unusual nor contrary to federal law.”).
Indeed, at least one court has extended comity specifically to a receiver appointed
by a Netherlands Antilles court. See In re Colorado Corp., 531 F.2d 463, 468–69
(10th Cir. 1976) (holding that it was an abuse of discretion for trial court to deny
comity to receiverships created by Luxembourg and Netherlands Antilles courts).
Because there is nothing in the record indicating that Curacao, part of the
Netherlands Antilles, has not extended comity to Texas in the past, nor that
accepting the Curacao court’s appointment of Blaauw as the receiver of the two
corporations would violate Texas public policy, we conclude that Blaauw has
standing to pursue the corporations’ claims in Texas.5 See K. D. F., 878 S.W.2d at

       5
           To the extent that Gabriel’s cross-appeal issue is intended as a challenge to Blaauw’s
capacity, it fails for lack of a verified pleading. Tex. R. App. P. 33.1(a); Tex. R. Civ. P. 93(1);
Nootsie, Ltd., 925 S.W.2d at 662 (holding Nootsie waived any complaint about appraisal
district’s legal capacity because it failed to raise the issue through a verified pleading in the trial
court).

                                                  7
595 (“In the absence of a clear indication to the contrary, we will treat Kansas as a
cooperative jurisdiction. Texas will extend comity to the law of a cooperative
jurisdiction so long as that law does not violate Texas public policy.”); AutoNation,
Inc. v. Hatfield, 186 S.W.3d 576, 580 n.4 (Tex. App.—Houston [14th Dist.] 2005,
no pet.) (“Because the real party in interest was unable to show that Kansas would
not extend comity, the court treated Kansas as a cooperative jurisdiction and
determined that Texas should extend comity to Kansas provided Kansas law does
not violate Texas public policy.”).

II.   The trial court did not err when it decided that Mexican law applied to
      all claims raised by appellants.
      In two issues appellants challenge the trial court’s ruling that Mexican law
applied to all of the claims asserted in their lawsuit against Gabriel. Because
appellants asserted many of the same causes of action, and filed a single brief in
which they collectively addressed their issues on appeal, we address both issues
together.

      A.     Standard of review and applicable law

      The issue of which state’s law to apply is a question of law for the court to
decide. Greenberg Traurig of New York, P.C. v. Moody, 161 S.W.3d 56, 70 (Tex.
App.—Houston [14th Dist.] 2004, no pet.). We therefore review the trial court’s
decision de novo. Id.

      A court must make a conflict-of-law decision only when a case is connected
with more than one state and the laws of those states differ on points in issue. Id.
at 69. The parties to this appeal established the existence of a conflict and we must
determine if the trial court erred when it decided that Mexican law, rather than
Texas or Curacao law, control. Id. at 70.

      Texas courts use the “most significant relationship” test found in the
                                            8
Restatement (Second) of Conflicts of Laws to decide choice-of-law issues.6 Id.
Under that test, a court considers which state’s law has the most significant
relationship “to the particular substantive issue to be resolved.” Hughes Wood
Prods., Inc. v. Wagner, 18 S.W.3d 202, 205 (Tex. 2000).                The Restatement
methodology requires a separate conflict-of-laws analysis for each issue in a case.
Greenberg Traurig, 161 S.W.3d at 70. Appellants’ claims in this case can be
placed into two groups: general torts (claims related to Gabriel’s alleged misuse of
the corporations’ assets) and fraud-based claims (claims related to Gabriel’ alleged
misrepresentations and his alleged failure to disclose his alleged misdeeds). Three
sections of the Restatement apply here.

      Section 6(2) of the Restatement sets out general factors relevant to the
choice-of-law question:

      (a)    the needs of the interstate and international systems,
      (b)    the relevant policies of the forum,
      (c)    the relevant policies of other interested states and the relative
             interests of those states in the determination of the particular
             issue,
      (d)    the protection of justified expectations,
      (e)    the basic policies underlying the particular field of law,
      (f)    certainty, predictability and uniformity of result, and
      (g)    ease in the determination and application of the law to be
             applied.
RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 6(2) (1971).

      Section 145 of the Restatement provides specific considerations relevant
when applying the Section 6 general conflict-of-laws principles to a tort case:


      6
         The Texas supreme court adopted sections 6 and 145 of the Restatement (Second) of
Conflict of Laws in Gutierrez v. Collins, 583 S.W.2d 312, 318–19 (Tex. 1979).

                                            9
      (1)       The rights and liabilities of the parties with respect to an issue
                in tort are determined by the local law of the state which, with
                respect to that issue, has the most significant relationship to the
                occurrence and the parties under the principles stated in § 6.
      (2)       Contacts to be taken into account . . . to determine the law
                applicable to an issue include:
                (a)   the place where the injury occurred,
                (b)   the place where the conduct causing the injury occurred,
                (c)   the domicile [sic], residence, nationality, place of
                      incorporation and place of business of the parties, and
                (d)   the place where the relationship, if any, between the
                      parties is centered.
Id. at § 145.

      Finally, this court has adopted Restatement section 148 to determine the
governing law in fraud and misrepresentation cases.            Greenberg Traurig, 161
S.W.3d at 71. Section 148 provides:

      (1)       When the plaintiff has suffered pecuniary harm on account of
                his reliance on the defendant’s false representations and when
                the plaintiff’s action in reliance took place in the state where the
                false representations were made and received, the local law of
                this state determines the rights and liabilities of the parties
                unless, with respect to the particular issue, some other state has
                a more significant relationship under the principles stated in § 6
                to the occurrence and the parties, in which event the local law
                of the other state will be applied.
      (2)       When the plaintiff’s action in reliance took place in whole or in
                part in a state other than that where the false representations
                were made, the forum will consider such of the following
                contacts, among others, as may be present in the particular case
                in determining the state which, with respect to the particular
                issue, has the most significant relationship to the occurrence
                and the parties:
                (a)   the place, or places, where the plaintiff acted in reliance
                      upon the defendant’s representations,

                                             10
              (b)    the place where the plaintiff received the representations,
              (c)    the place where the defendant made the representations,
              (d)    the domicil [sic], residence, nationality, place of
                     incorporation and place of business of the parties, . . . .
RESTATEMENT (SECOND)         OF   CONFLICT   OF   LAWS § 148. When evaluating fraud-
based claims to determine governing law, the principal focus is on where the
conduct occurred. Greenberg Traurig, 161 S.W.3d at 72.

       The Restatement generally encourages courts to rely less on the section 6
general principles than on the application of the factors found in the sections
addressed to specific types of claims. Tracker Marine, L.P. v. Ogle, 108 S.W.3d
349, 357 (Tex. App.—Houston [14th Dist.] 2003, no pet.). The contacts relevant
to those sections are to be evaluated according to their relative importance with
respect to the particular issue. Red Roof Inn, Inc. v. Murat Holdings, L. L. C., 223
S.W.3d 676, 685 (Tex. App.—Dallas 2007, pet. denied). The number of contacts
with a state are not determinative; rather, we evaluate them in light of the state
policies underlying the particular substantive issue. Enterprise Prods. Partners,
L.P. v. Mitchell, 340 S.W.3d 476, 481 (Tex. App.—Houston [1st Dist.] 2011, pet.
dism’d).

       B.     Appellants’ non-fraud-based tort claims7

       The first factor to be considered is the place of injury. The sisters were
citizens and residents of Mexico. The sisters alleged that they suffered financial
harm as a result of Gabriel’s alleged misuse of funds belonging to the two
corporations formed by their father for the benefit of all of his children. Any
injury they suffered as a result of Gabriel’s alleged conversion and theft of the
corporations’ assets would have been suffered in Mexico. See RESTATEMENT
       7
         These include conversion and claims under the Texas Theft Liability Act. These claims
were asserted by the sisters and Blaauw.

                                             11
(SECOND) OF CONFLICT OF LAWS § 145 cmt. (f) (“The effect of the loss, which is
pecuniary in its nature, will normally be felt most severely at the plaintiff’s
headquarters or principal place of business.”). The corporations were organized in
Curacao, and it was the corporations’ assets Gabriel allegedly converted or stole.
The corporations conducted no business in Curacao or elsewhere, had no bank
accounts in Curacao, and were ultimately declared dormant by the Curacao courts.
We conclude that any harm the corporations may have experienced did not occur
in Curacao. The corporations did have bank accounts in New York and Gabriel
allegedly ordered the New York bank to send corporate funds around the globe for
his personal use. The locations included California, New York, Mexico, France,
Switzerland, England, Spain, and Texas. We conclude that the final destinations of
these funds transfers were fortuitous and therefore carry little weight in the
analysis. See Schippers v. Mazak Props., Inc., 350 S.W.3d 294, 300 (Tex. App.—
San Antonio 2011, pet. denied) (“According to the Restatement, when the place of
injury is fortuitous, the place of injury is not as important in the determination.”);
Sico N. Am., Inc. v. Willis, No. 14-08-00158-CV, 2009 WL 3365856, *3 (Tex.
App.—Houston [14th Dist.] Sept. 10, 2009, no pet.) (mem. op.) (“More
importantly, place of injury is not an important contact when—as in this case—the
place of injury is fortuitous.”). The corporations conducted no activities in Texas
and therefore could have suffered no harm here. We conclude this factor, to the
extent it weighs in the analysis, points to Mexico or New York, not Curacao or
Texas.

      The second factor to be examined is the place where the conduct causing the
alleged injury occurred.     The conduct at issue here is Gabriel ordering the
corporations’ New York bank to send funds allegedly belonging to the
corporations to various locations around the world. Appellants contend that this


                                         12
conduct occurred in Houston. They rely on the undisputed fact that the letters sent
to the bank ordering the transfers had a Houston mailing address for the
corporations.8 Gabriel does not deny ordering the transfers. Gabriel asserts instead
that he ordered the transfers either from his office in Mexico, or occasionally while
he was actually visiting New York. In support of this contention, Gabriel points to
(1) his deposition and other testimony to that effect, (2) his testimony that Houston
was not the headquarters of the two corporations and the use of the Houston
mailing address resulted entirely from Mexico’s poor mail service, and (3) the fact
that some of the exhibit letters have fax headers establishing they were faxed from
Mexico. Finally, while Gabriel admitted that he made frequent trips to Houston
and he stayed at the address used on the bank transfer letters, he pointed to the lack
of evidence tying the various bank transfer letters to a time when he was visiting
Houston. We conclude that this factor points to both Mexico and Texas.

       The third factor to be considered is the domicile, residence, nationality,
place of incorporation, and the place of business of the parties. It is undisputed
that the sisters and Gabriel were always residents and citizens of Mexico. It is also
undisputed that Mexico was the location of Gabriel’s many business activities.
While the corporations were incorporated in Curacao, they conducted no business
there or anywhere else. We conclude that this factor weights most heavily toward
Mexico.

       The fourth factor in the analysis is the place where the parties’ relationship is
centered. The sisters allege that their deceased father, a Mexican citizen and
resident, created the corporations on behalf of the four siblings, all also Mexican

       8
          Appellants attached twelve letters as Exhibit C to their response to Gabriel’s amended
motion for application of Mexican law. The letters are dated between 1996 and 2003 and the
transfers range in amount from $4,000 to $1.5 million. Gabriel signed all of the letters, usually
as a representative of the particular corporation that owned the bank account.

                                               13
residents. The shareholders of the corporations were always Mexican residents.
They allege the father charged Gabriel with protecting this gift for the benefit of all
four siblings. Further, Gabriel, a Mexican resident, held a power of attorney to
manage the corporations. We conclude Mexico is the place where the parties’
relationship is centered.    See Jelec USA, Inc. v. Safety Controls, Inc., 498
F.Supp.2d 945, 953 (S. D. Tex. 2007) (concluding parties’ relationship centered in
Louisiana because “the parties maintained contractual and fiduciary relationships
both before and after this suit was filed, and this case centers around the conduct of
each party affecting a business relationship with another party, all of whom are
citizens of Louisiana.”).

      While Texas, New York, and Curacao have some connection to the general
tort allegations in this lawsuit, applying the general factors found in section 6, we
conclude that Mexico has the most significant relationship to the parties and the
dispute. See Highland Crusader Offshore Partners, L.P. v. Motient Corp., 281
S.W.3d 237, 252 (Tex. App.—Dallas 2009, pet. denied) (“Although our review
does not reveal any overwhelming factor in determining which state has the most
significant relationship to the occurrence and the parties, we conclude Texas has a
more significant relationship to the dispute than New York and therefore New
York law does not apply.”); Red Roof Inns, Inc., 223 S.W.3d at 685 (holding
Louisiana rather than Ohio had more significant relationship to dispute after
examining section 145 contacts and section 6 general factors).




                                          14
       C.     Appellants’ fraud-based claims.9

       The section 148 factors generally overlap the section 145 factors. Compare
RESTATEMENT (SECOND)            OF   CONFLICT      OF   LAWS §145 with RESTATEMENT
(SECOND)    OF   CONFLICT     OF   LAWS §148.       As with general tort claims, when
presented with a conflict-of-law issue relating to fraud-based claims, courts will
apply the law of the state with the most significant relationship to the parties and
the dispute. Greenberg Traurig, 161 S.W.3d at 75. When evaluating fraud-based
claims to determine governing law, the principal focus is on where the conduct
occurred. Id. at 72.

       Appellants’ fraud-based claims focus on allegations that Gabriel
misrepresented his use of the corporations’ assets, failed to disclose his alleged
misuse of the corporations’ assets, and misrepresented the status of the two
corporations. These actions, or inactions as the case may be, allegedly occurred in
Mexico, where Gabriel lived and conducted his business. Further, the sisters’
reliance allegedly occurred in Mexico as well. While the corporations’ reliance
allegedly occurred in Curacao, we conclude that Mexico has the most significant
relationship with appellants’ fraud-based claims. See id. at 75 (concluding New
York law applied despite Texas having some relationship to the issues because
“the actions and omissions of Greenberg Traurig did not occur in Texas.”).

       9
          This category includes the remainder of appellants’ claims, including breach of
informal fiduciary duty, fraud, breach of fiduciary duty, fraudulent transfer, “money had and
received/unjust enrichment,” suit for an accounting, and Curacao statutory claims alleging
Gabriel breached duties as the manager of the corporations. See Yeske v. Piazza Del Arte, Inc.,
513 S.W.3d 652, 675 (Tex. App.—Houston [14th Dist.] 2016, no pet.) (“To be entitled to an
accounting, a plaintiff usually must have a contractual or fiduciary relationship with the party
from which the plaintiff seeks the accounting.”); Eun Bok Lee v. Ho Chang Lee, 411 S.W.3d 95,
111 (Tex. App.—Houston [1st Dist.] 2013, no pet.) (“A person is unjustly enriched when he
obtains a benefit from another by fraud, duress, or the taking of an undue advantage.”).



                                              15
      Having determined that Mexico has the most significant relationship to all
issues alleged in this litigation, we overrule appellants’ issues.

                                     CONCLUSION

      Having overruled all of the issues raised by appellants in this appeal, we
affirm the trial court’s judgment.




                                        /s/     Martha Hill Jamison
                                                Justice



Panel consists of Chief Justice Frost and Justices Boyce and Jamison (Frost, C.J.,
concurring).




                                           16
