AFFIRMED; Opinion Filed July 24, 2019.




                                             In The
                                Court of Appeals
                         Fifth District of Texas at Dallas
                                      No. 05-18-01274-CV

  U.S. REIF NORTHPOINTE CENTRE TEXAS LIMITED PARTNERSHIP, Appellant
                                  V.
                        JORDAN CONNETT D/B/A
        RECONN TEXAS LLC AND D/B/A REDEFY REAL ESTATE, Appellee

                          On Appeal from the 261st District Court
                                   Travis County, Texas
                          Trial Court Cause No. D-1-GN-17-005489

                             MEMORANDUM OPINION
                  Before Justices Whitehill, Partida-Kipness, and Pedersen, III
                               Opinion by Justice Partida-Kipness
       U.S. Reif Northpointe Centre Limited Partnership appeals the trial court’s order granting

the special appearance of Jordan Connett d/b/a Reconn Texas LLC and d/b/a Redefy Real Estate

and dismissing U.S. Reif’s lawsuit against him. Because we conclude the undisputed allegations

and the factual findings supported by the evidence are insufficient to confer personal jurisdiction

over Connett in his individual capacity, we affirm the trial court’s order granting the special

appearance. We issue this memorandum opinion because the issues are well-settled in law. See

TEX. R. APP. P. 47.4.

                                        BACKGROUND

       U.S. Reif sued Connett for “breach of contract, unjust enrichment and/or fraud” alleging

Connett, doing business in Texas as Reconn Texas LLC and Redefy Real Estate, defaulted on a
2015 commercial lease agreement for office space in Austin, Texas. Connett filed a special

appearance supported by his affidavit asserting he was the chief executive officer of Reconn TX,

LLC, a Colorado limited liability company that was authorized to do business in Texas at the time

he signed the lease in his capacity as CEO. He further stated he did not execute the lease with U.S.

Reif in his personal capacity. According to Connett, U.S. Reif’s lawsuit against him arises out of

a scrivener’s error in the lease agreement brokered between Austin Office Space, Inc. on the tenant

side and Kucera Management, Inc., which represented the landlord, U.S. Reif. Connett states that

Austin Office was given the tenant’s correct name and place of origin, but the final lease

mistakenly listed “Reconn Texas LLC, a Texas limited liability company, doing business as

Redefy Real Estate as tenant” instead of Reconn TX, LLC, a Colorado limited liability company,

doing business as Redefy Real Estate as tenant. Connett stated he did not personally contact or

speak to U.S. Reif and all negotiations were handled by the parties’ agents. About two years after

the lease was signed, Reconn TX was converted into Reconn TX, Inc., a Colorado corporation. In

May 2017, U.S. Reif was notified that Reconn TX was insolvent. Connett further stated he is an

individual living in Colorado since February 2011 who does not personally do business in Texas

or maintain an agent for service of process in Texas. He also represented he does not own or lease

property in Texas and has not committed any torts in Texas.

       U.S. Reif responded to Connett’s special appearance arguing that because Connett signed

the lease as an agent of a company that doesn’t exist, and no other entity was disclosed to U.S.

Reif at the time the lease was executed, Connett is personally liable on the lease as an agent of an

undisclosed principal. It argues because Connett is personally liable on a lease for Texas property,

there are sufficient contacts in Texas for the trial court to exercise personal jurisdiction over him.

U.S. Reif’s response incorporated the affidavit of Elizabeth Logan, senior property manager of

Kucera who confirmed the lease agreement and first amendment to the lease identified the tenant

                                                 –2–
as “Reconn Texas, LLC, a Texas limited liability company doing business as ‘Redefy Real

Estate’.” She further indicated that Connett signed the lease as chief executor officer of the

identified tenant and signed the first amendment to the lease as manager of the listed tenant.1 U.S.

Reif’s attorney, Bill Malone, Jr., filed a supporting declaration stating that when preparing to file

this lawsuit, he searched the Texas Secretary of State’s website and discovered there was no

domestic or foreign limited liability company Reconn Texas LLC registered with the Secretary of

State.

         Connett filed a reply incorporating additional affidavits from Melissa Medina, a manager

of Elite Home Texas, LLC, a Colorado limited liability company registered in Texas as a foreign

entity doing business as Redefy Real Estate, LLC, and Matt Watson, a representative of Austin

Office. These affidavits provided further support for Connett’s position that: (1) Redefy was a

wholly owned subsidiary of Reconn TX, LLC, a Colorado limited liability company, until merging

with Reconn TX’s successor, Reconn TX, Inc. in 2017, (2) Redefy retained Austin Office to

represent it in leasing office space, (3) Kucera was willing to allow Reconn TX, LLC, a Colorado

limited liability company, to lease the office space without the need for a personal guaranty, and

(4) Reconn TX, LLC checks made payable to U.S. Reif as well as rental and other checks payable

to U.S. Reif from Redefy Real Estate revealed Aurora, Colorado addresses for both entities.

                                                  ANALYSIS

         We review de novo the trial court’s determination of a special appearance. Moki Mac River

Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex. 2007). Where, as here, the parties have not

requested and the trial court does not issue findings of facts and conclusions of law, we infer all

necessary facts to support the judgment that the evidence supports. See id. When the jurisdictional



    1
      The evidence also indicates that Connett executed the lease documents in a representative capacity in Colorado
and returned them via overnight mail.
                                                       –3–
facts are not in dispute, the issue of whether the facts establish personal jurisdiction is a question

of law. Old Republic Nat’l Title Ins. Co. v. Bell, 549 S.W.3d 550, 558 (Tex. 2018).

         A Texas court may exercise personal jurisdiction over a nonresident if doing so complies

with federal due process requirements. See Moki Mac, 221 S.W.3d at 575. Those requirements

are satisfied if the nonresident has established sufficient minimum contacts with Texas and Texas’s

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

Asshauer v. Farallon Capital Partners, L.P., 319 S.W.3d 1, 7 (Tex. App.—Dallas 2008, no pet.).

         In two issues, U.S. Reif generally argues that the trial court’s ruling should be reversed

because the evidence is sufficient to support the exercise of specific jurisdiction over Connett in

his individual capacity.2 Specific jurisdiction exists only if Connett has minimum contacts with

Texas by purposefully availing himself of the privilege of conducting activities here and his

alleged liability arises out of or is related to those contacts with Texas. Moki Mac, 221 S.W.3d at

576. For specific jurisdiction, our minimum contacts analysis focuses on the relationship among

the defendant, the forum, and the litigation. Id. at 575–76.

         A non-resident corporate officer is generally protected from the exercise of jurisdiction

when all of that individual’s contacts with the forum were made in a representative capacity. See

Camac v. Dontos, 390 S.W.3d 398, 411 (Tex. App.—Dallas 2012, no pet.). Indeed, it is well-

settled that ordinarily a corporate agent is not personally liable in an action on a contract made by

him for the benefit of his corporate principle. Stull v. LaPlant, 411 S.W.3d 129, 134 (Tex. App.—

Dallas 2013, no pet.). Accordingly, when an agent negotiates a contract for its principal in Texas,

it is the principal who does business in this state and not the agent. Id. at 137.



     2
       U.S. Reif did not plead facts in its petition that would suggest Texas courts have general jurisdiction over
Connett. “For an individual, the paradigm forum for the exercise of general jurisdiction is the individual’s domicile.”
See Goodyear Dunlap Tires Operations, S.A v. Brown, 564 U.S. 915, 924 (2011). U.S. Reif does not argue on appeal
that Connett has contacts sufficient to subject him to general jurisdiction in Texas. Accordingly, our discussion
focuses only on specific jurisdiction.
                                                         –4–
       Here, the evidence before the trial court is undisputed that Connett did not enter into the

lease agreement in his personal capacity and demonstrated that any action he took with regard to

the lease was solely in his corporate capacity as an officer or manager of Reconn TX. His signature

on both the lease agreement and the first amendment to the lease indicate that he was executing

these documents in a representative capacity and not in his individual capacity.

        Nevertheless, U.S. Reif argues that because the tenant identified on the lease, “Reconn

Texas LLC a Texas limited liability company doing business as Redefy Real Estate,” was incorrect

and did not actually exist, Connett is personally liable on the lease and thus subject to specific

jurisdiction as personally doing business in this state. To support its position, U.S. Reif relies

primarily on three cases: Heinrichs v. Evins Pers. Consultants, Inc., Number One, 486 S.W.2d

935 (Tex. 1972); S.W. Bell Media, Inc. v. Trepper, 784 S.W.2d 68 (Tex. App.—Dallas 1989, no

writ); and Bayoud v. Shank, Irwin & Conant, 774 S.W.2d 22 (Tex. App.—Dallas 1989, no writ).

Notably, none of these cases involve the issue of personal jurisdiction. Heinrichs involved the

issue of indispensable parties in a suit for equitable rescission based on fraud. 486 S.W.2d at 936–

37. Trepper presented the question of whether an agent for a corporation that did business under

the name of another entity was personally liable for the contract he signed as president of that

entity without disclosing the true principal. Trepper, 784 S.W.2d at 71–72. Similarly, Bayoud

involved a lawsuit for attorney’s fees where the defendant client argued he was acting on behalf

of a corporation formed in connection with his medical practice and the law firm agreed to look to

the corporation for payment of its fees. 774 S.W.2d 24.

       Each of these cases cite the general legal proposition that for an agent to avoid individual

liability for his signature on a contract, he must disclose the identity of the principal to the other

contracting party. Heinrichs, 486 S.W.2d at 937, Trepper, 784 S.W.2d at 71; Bayoud, 774 S.W.2d

at 24. U.S. Reif’s argues that because Connett may be individually liable for the unpaid rent owing

                                                 –5–
on the lease by failing to disclose the true principal, Texas may exercise specific jurisdiction over

him in this case. But U.S. Reif cites no authority for its proposition that this general principal of

agency law creates personal jurisdiction. Rather, the appropriate focus in a minimum contacts

analysis for purposes of personal jurisdiction is defendant’s purposeful availment of the privilege

of conducting activities within the forum state. Michiana Easy Livin’ Country, Inc. v. Holten, 168

S.W.3d 777, 784. (Tex. 2005).        We therefore reject U.S. Reif’s invitation to conflate the

jurisdictional inquiry with the underlying merits of the case. See id. at 790 (“directed-a-tort

jurisdiction confuses the roles of judge and jury by equating jurisdictional inquiry with the

underlying merits.”).

       Here, U.S. Reif did not specifically allege Connett entered into a contract with it in his

personal capacity and Connett’s affidavit testimony constitutes evidence that any actions he took

with regard to U.S. Reif were solely in his corporate capacity as an agent of Reconn TX. Based

on the record before us, we conclude that Connett had insufficient contacts with Texas to support

the exercise of specific jurisdiction over U.S. Reif’s claims against him. We therefore resolve U.S.

Reif’s two issues against it.

                                         CONCLUSION

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




                                                   /Robbie Partida-Kipness/
                                                   ROBBIE PARTIDA-KIPNESS
                                                   JUSTICE
181274F.P05




                                                –6–
                                Court of Appeals
                         Fifth District of Texas at Dallas
                                        JUDGMENT

 U.S. REIF NORTHPOINTE CENTRE                         On Appeal from the 261st District Court,
 TEXAS LIMITED PARTNERSHIP,                           Travis County, Texas
 Appellant                                            Trial Court Cause No. D-1-GN-17-005489.
                                                      Opinion delivered by Justice Partida-
 No. 05-18-01274-CV          V.                       Kipness, Justices Whitehill and Pedersen,
                                                      III participating.
 JORDAN CONNETT D/B/A RECONN
 TEXAS LLC AND D/B/A REDEFY REAL
 ESTATE, Appellee

        In accordance with this Court’s opinion of this date, the trial court’s order granting the
special appearance of Jordan Connett d/b/a Reconn Texas LLC and d/b/a Redefy Real Estate is
AFFIRMED.

       It is ORDERED that appellee Jordan Connett d/b/a Reconn Texas LLC and d/b/a Redefy
Real Estate recover his costs of this appeal from appellant U.S. Reif Northpointe Centre Texas
Limited Partnership.


Judgment entered this 24th day of July, 2019.




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