Braxton Minerals III, LLC v. Robert Scott Bauer and Braxton Minerals II, LLC

Supreme Court of Texas
══════════
No. 24-0438
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Braxton Minerals III, LLC,
Petitioner,

v.

Robert Scott Bauer and Braxton Minerals II, LLC,
Respondents

═══════════════════════════════════════
On Petition for Review from the
Court of Appeals for the Second District of Texas
═══════════════════════════════════════

Argued November 6, 2025

CHIEF JUSTICE BLACKLOCK delivered the opinion of the Court.

An Oklahoma plaintiff sued Texas defendants who allegedly
failed to convey mineral rights as promised. The court of appeals held
that Texas courts lack jurisdiction over the suit because the mineral
rights are in West Virginia. We disagree. As we said one hundred and
thirty years ago, “[i]f a person be under contractual obligation to convey
lands, a court of equity having jurisdiction over his person may compel
him to make the necessary conveyance, although the land is in another
state.” Tex. & Pac. Ry. v. Gay, 26 S.W. 599, 605 (Tex. 1894). This is just
as much the law today as it was then.
This suit does not seek, nor would a Texas court have the power
to give, an in rem judgment establishing ownership of West Virginian
real property in an absolute sense, as against the world. Instead, like
almost all civil litigation, this suit seeks an in personam judgment
adjudicating the parties’ rights as against each other, requiring the
defendants to honor their alleged agreement, and binding only the
parties. A Texas court with personal jurisdiction over the parties does
not lack subject-matter jurisdiction over so familiar a suit merely
because ownership of foreign real estate is at issue. The court of appeals’
judgment is reversed. The case is remanded for consideration of
remaining issues the court of appeals did not reach.

I.

Robert Bauer is a Texan who buys and sells mineral rights across
the country through a multitude of corporate entities. In May 2015,
Bauer hired Brad Ashburn, another Texan. A few months later, Bauer
and Ashburn formed a new entity, Braxton Minerals II (BM2).
In October 2015, Bauer and Ashburn met with EnerQuest
Oil & Gas to discuss the purchase of mineral rights in Appalachia. They
formed an Oklahoma company for that purpose, Braxton Minerals III
(BM3). EnerQuest would own 75% of BM3. Bauer and Ashburn, acting
through a company called Braxton Minerals-Appalachia (BMA), would
own the rest. EnerQuest contributed $10 million to BM3, while Bauer
and Ashburn agreed to sell certain mineral rights held by BM2 to BM3

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according to an agreed-upon schedule. These terms and others are
reflected in BM3’s Company Agreement.
Upon its formation, BM3 purchased various mineral rights from
BM2. Later opportunities to purchase mineral rights came in the form
of “draw requests.” Ashburn, acting on behalf of BMA, would send a
draw request to EnerQuest, which funded BM3’s purchases. If the
mineral rights described in the request met previously agreed-upon
criteria, EnerQuest would approve the request and provide funds to
purchase the rights for BM3. From November 2015 to April 2016,
Ashburn sent eleven draw requests to EnerQuest. Two of those requests
sparked this litigation. In both instances, Ashburn sent EnerQuest a
draw request for BM3’s purchase of mineral rights. EnerQuest
approved both requests. Thirty mineral deeds were purchased in these
two transactions, although nineteen deeds ended up reflecting BM2 as
the grantee, not BM3. This resulted in royalty payments to BM2 instead
of BM3.
BM3 asked Bauer to correct the deeds to list BM3 as the grantee.
Bauer refused. BM3 then sued Bauer and BM2 in Tarrant County.
BM3’s live petition requests a variety of relief, including: (1) reformation
of nineteen mineral deeds to reflect BM3 as grantee; (2) specific
performance of the parties’ agreements; (3) declaratory judgment
affirming BM3’s ownership of the disputed mineral rights and
entitlement to royalties therefrom; (4) a constructive trust over the
deeds and all royalty payments; and (5) an injunction prohibiting Bauer
and BM2 from transferring the deeds or the royalty payments. Bauer
and BM2 filed a counterclaim alleging that BM3, at the direction of

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Ashburn, defrauded BM2 and avoided paying for the mineral rights.
Bauer and BM2 sought dismissal of BM3’s suit under the theory that a
Texas court lacks jurisdiction to determine title to real property outside
Texas. The district court denied the motion. BM3 moved for summary
judgment on both its claims and the counterclaims. The court granted
summary judgment to BM3, again rejecting the notion that it lacked
jurisdiction for territorial reasons.
The judgment awards BM3 much of the requested relief. It orders
Bauer and BM2 to perform their contractual obligations, to convey the
disputed mineral rights and related royalties, and to reform the
nineteen incorrect deeds. It then declares BM3 the rightful owner of
certain royalty interests. It enjoins Bauer and BM2 from transferring,
selling, or otherwise disposing of the nineteen mineral deeds and related
royalties. It also awards damages, attorney’s fees, and other litigation
costs to BM3. It does not impose a constructive trust.
The court of appeals reversed, dismissing the case for want of
jurisdiction because the mineral rights at issue are in West Virginia.
689 S.W.3d 633, 646 (Tex. App.—Fort Worth 2024). The court
acknowledged that Texas courts with personal jurisdiction over a party
“may enforce [the] party’s personal or contractual obligation that
indirectly involves property in another state.” Id. at 637. Even so, the
court applied a rule that has developed in some courts of appeals, under
which Texas courts lack jurisdiction if “the gist or gravamen of a claim
involves adjudication of title to foreign real property interests.” Id.
Under this rule, jurisdiction is lacking if disputed ownership of foreign
real property is “more than incidental or collateral” to the plaintiff’s

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claims. Id. In the court of appeals’ view, because the gist of BM3’s
“allegations revolve[s] around its claims of ownership of the mineral
interests in question,” the suit was an impermissible attempt to have a
Texas court adjudicate title to non-Texas real estate. Id. at 639. Having
concluded it lacked jurisdiction, the court of appeals appropriately
declined to address the appellants’ merits arguments. Id. at 646.
BM3 petitioned for review. Its primary contention is that the
“gist” rule applied by the court of appeals contravenes this Court’s
precedent and obscures the true jurisdictional line of demarcation,
which is whether a claim involving foreign property seeks a judgment
in personam or in rem. BM3 contends its suit is an in personam action
within the jurisdiction of a Texas court even though its claims implicate
questions of ownership of West Virginia minerals. Bauer and BM2
disagree and defend the court of appeals’ application of the “gist” rule.
We granted the petition.

II.

On at least three occasions, we have confronted the contention
that courts lack jurisdiction over a suit involving foreign property. Gay,
26 S.W. at 605–06; Holt v. Guerguin, 163 S.W. 10, 12 (Tex. 1914);
McElreath v. McElreath, 345 S.W.2d 722, 727–29 (Tex. 1961). None of
these decisions suggests the “gist” rule used below. Each of them,
instead, turns on the classical distinction between suits in personam and
suits in rem.
As the terminology suggests, the distinction between suits
in personam (“against the person”) and suits in rem (“against the thing”)

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dates at least to Roman law.1 In modern usage, a suit in personam is
one “[i]nvolving or determining the personal rights and obligations of
the parties.” In Personam, BLACK’S LAW DICTIONARY (12th ed. 2024). A
suit in rem is one “[i]nvolving or determining the status of a thing, and
therefore the rights of persons generally with respect to that thing.”
In Rem, BLACK’S LAW DICTIONARY (12th ed. 2024). Unlike an
in personam judgment, which binds only the parties and those in privity
with them, a judgment in rem “affects the interests of all persons in the
world in the thing.” City of Conroe v. San Jacinto River Auth., 602
S.W.3d 444, 458 (Tex. 2020) (quoting Bodine v. Webb, 992 S.W.2d 672,
676 (Tex. App.—Austin 1999, pet. denied)). Most modern civil lawsuits
seek only in personam relief. Examples of in rem suits, which are
relatively rare, include actions to try title and civil asset forfeitures. See,
e.g., Permian Oil Co. v. Smith, 107 S.W.2d 564, 584 (Tex. 1937); State v.
Silver Chevrolet Pickup VIN 1GCEC14T7YE257128 Tag No. 3TMX16,
140 S.W.3d 691, 692 (Tex. 2004).
As discussed below, our decisions in Gay, Holt, and McElreath
together illustrate a sound rule that long pre-dated them and that
continues in force today: While courts lack jurisdiction over in rem suits
about foreign property, there is generally no jurisdictional impediment
to in personam suits about foreign property, assuming the court has
jurisdiction over the parties. Gay, 26 S.W. at 605–06. These precedents,
and the deeply rooted legal categories on which they rely, provide ample
grounding for today’s decision.

1 GAIUS, INSTITUTES 4.1–16 (discussing actions in personam and actions

in rem).

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A.

To say that early cases of this Court introduced the
in personam/in rem distinction into Texas law would not be correct.
These categories were already in the bloodstream of the body of English
law the first Texans adopted shortly after their independence. REPUB.
TEX. CONST. of 1836, art. IV, § 13; Act approved Jan. 20, 1840, 4th Cong.,
R.S., § 1, 1840 Repub. Tex. Laws 3, 3–4; see generally JOHN C. TOWNES,
PLEADING IN THE DISTRICT AND COUNTY COURTS OF TEXAS 34 (1901).
Perhaps the seminal English case, at least in terms of its impact
on American law, is Penn v. Lord Baltimore. (1750) 27 Eng. Rep. 1132;
1 Ves. Sen. 444 (LC). The plaintiff sought enforcement of an agreement
about the boundary between the colonies of Pennsylvania and
Maryland. Id. at 1132–33. The defendant objected that the chancery
court, exercising equity powers, had no authority to establish the
boundary, as this power belonged to the King. Id. at 1133. Lord
Chancellor Hardwicke acknowledged the court’s lack of jurisdiction over
“the original right of the boundaries” but reasoned that the case did “not
stand in need of that.” Id. at 1134. Instead, its resolution required only
vindication of the parties’ agreement through an in personam decree
enforceable “by process of contempt” against the defendant. Id. at
1138–39.
Lord Hardwicke was keenly concerned with the
in personam/in rem distinction because the equity powers of the English
chancery court on which he served extended only to in personam decrees.
Id. at 1133–35. Although jurisdictional distinctions between law and
equity have receded from our focus, Penn presages the broader principle

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that a court’s power to enforce the agreements of parties within its
jurisdiction does not yield when those agreements concern ownership of
land outside the court’s jurisdiction.
The United States Supreme Court embraced that principle in
Massie v. Watts, which relies in part on what it calls “the celebrated
case” of Penn v. Lord Baltimore. 10 U.S. 148, 158 (1810). A Virginian
sued a Kentuckian in federal court in Kentucky to compel the
conveyance of land in Ohio. Id. at 157–59. According to the plaintiff,
the defendant agreed to conduct a survey of the land for the plaintiff but
instead fraudulently obtained a deed to the land for himself. Id. at
157–62. The lower court ordered the defendant to convey the land in
Ohio to the plaintiff, but the defendant contended that the Kentucky
court did not have jurisdiction over a case involving title to Ohio land.
Id. at 156.
The Supreme Court affirmed the judgment. Id. at 158–63. Chief
Justice Marshall explained that courts lack jurisdiction over suits
involving a “naked question of title” to land beyond their territorial
borders—that is, suits in rem. Id. at 158. But “where the defendant in
the original action is liable to the plaintiff, either in consequence of
contract, or as trustee,” the historic “principles of equity give a court
jurisdiction wherever the person may be found.” Id. The proper inquiry
was “whether this [was] an unmixed question of title” and therefore a
suit in rem concerning foreign property, or “a case of fraud, trust, or
contract” and therefore a suit in personam within the Kentucky court’s
power. Id. That a land title was at issue did not divest the court in
Kentucky of jurisdiction. Id. This was so even if the question of title

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“constitut[ed] the essential point on which the case depend[ed].” Id.
Decrees like that in Penn for “specific performance of a contract for lands
lying” in foreign areas were within the authority of a court having
jurisdiction over a defendant’s person, even though “lands not within the
jurisdiction of that court may be affected by the decree.” Id. at 160.2
Massie is “[p]erhaps the most frequently cited case” on the topic,
although the Supreme Court often reiterated Massie’s “basic” and “well
settled” rule throughout the nineteenth century. Charles Levin,
Extra-Territorial Jurisdiction of Courts of Chancery, 9 NOTRE DAME L.
REV. 399, 399–400 (1934); see, e.g., Corbett v. Nutt, 77 U.S. 464, 475
(1870) (stating that a court “could not by the mere force of its decree
transfer title to land” beyond its jurisdiction, but “[a] court of equity
acting upon the person of a defendant may control the disposition of real
property belonging to him situated in another jurisdiction, and even in
a foreign country” because the court can “decree a conveyance and
enforce its execution by process against the defendant”).3 In each

2 State high court decisions of the era reflect similar reasoning. See,
e.g., Dunn v. McMillen, 4 Ky. 409, 410 (1809) (explaining “that where the
decree is to affect the land directly, . . . then the Court cannot entertain
jurisdiction only where the land lies: but where the decree is to affect only the
person of the defendant . . . as, for instance, where the bill seeks to have the
performance of an [act] or duty which may be done anywhere, then jurisdiction
attaches to the Court wherever the defendant may be found”); Aldridge v.
Giles, 13 Va. 136, 141 (1808); Davis’s Ex’rs v. Fulton, 1 Tenn. 121, 133 (Super.
L. & Eq. 1799); Kilham v. Ward, 2 Mass. 236, 259 (1806); Phelps v. Holker, 1
Dall. 261, 264 (Pa. 1788).
3 See also Hepburn & Dundas’ Heirs v. Dunlop & Co., 14 U.S. 179, 203

n.d (1816) (stating that when an action cannot proceed in rem because the
property is outside the reach of the court, “it will compel the specific
performance of an agreement by means of its appropriate process acting on the

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instance, the decisive question for jurisdictional purposes was whether
the relief requested would operate in personam or in rem, not whether
the case required the court to consider questions of title to foreign land.

B.

As this brief historical sketch indicates, the principles of Texas
law governing our decision did not originate in this Court and are not
specific to Texas. Their reception into Texas law was a natural
consequence of our State’s inheritance of English law. So in 1894 when
this Court first confronted similar questions in Texas & Pacific Railway
Co. v. Gay, the consequence of the distinction between in personam and
in rem judgments was already a “well settled” feature of Texas law.
Levin, supra, at 399.

parties”); Steele’s Lessee v. Spencer, 26 U.S. 552, 556 (1828); Cherokee Nation
v. Georgia, 30 U.S. 1, 54 (1831) (Thompson, J., joined by Story, J., dissenting)
(“If the party is within the jurisdiction of the court, it is all that is necessary to
give full effect and operation to the injunction; and it is immaterial where the
subject matter of the suit, which is only affected consequentially, is situated.”);
Boswell’s Lessee v. Otis, 50 U.S. 336, 348 (1850) (“A bill for the specific
execution of a contract to convey real estate is not strictly a proceeding in rem,
in ordinary cases . . . .”); Miller v. Sherry, 69 U.S. 237, 249 (1864) (“When the
property is beyond the local jurisdiction of the court, and the defendant is
before it, the court can compel him to convey, as it may direct, for any purpose
within the sphere of its authority.”); Hart v. Sansom, 110 U.S. 151, 154 (1884)
(“Generally, if not universally, equity jurisdiction is exercised in personam, and
not in rem, and depends upon the control of the court over the parties, by
reason of their presence or residence, and not upon the place where the land
lies in regard to which relief is sought.”); Johnson v. Powers, 139 U.S. 156, 159
(1891) (“A judgment in rem binds only the property within the control of the
court which rendered it, and a judgment in personam binds only the parties to
that judgment, and those in privity with them.”).

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Our decision in Gay relied heavily on Massie. 26 S.W. at 605. We
held that a Louisiana court lacked the power to appoint a receiver for
property in Texas. Id. at 612. We followed Massie’s view that courts
have jurisdiction over suits about out-of-state lands when the requested
relief stems from some underlying obligation between the parties rather
than the court’s jurisdiction over the territory. Id. at 605–06.
Appointing a receiver, we held, was a process by which the court
exercised dominion over the property in question, meaning the
appointment operated in rem. Id. at 602–03. Because a receiver was an
officer of the court having “only such power” as the court had, the
receiver’s power could not go “where the process of a court cannot go and
be entitled to enforcement and respect.” Id. at 603. Gay goes on to
discuss the difference between a permissible in personam judgment in a
suit about foreign property, which is “a power exercised directly on the
person over whom the court has jurisdiction,” and an impermissible in
rem judgment about foreign property, which “operates, if at all, as
directly on the thing not within [the court’s] jurisdiction.” Id. at 607.
Twenty years later, in Holt v. Guerguin, we resolved a family’s
dispute over the validity of a deed for land in Mexico. 163 S.W. 10.
Manuela Guerguin was seventy-five years old, “mentally and physically
weak,” and bedridden. Id. at 11. Her husband, Charles, was ninety
years old, blind and deaf. Id. at 12. Before they died, Manuela and
Charles conveyed all their property to their granddaughter, Adeline
Holt—approximately 175,000 acres of land in Mexico. Id. Adeline’s
mother accused her of using fraud and undue influence to steal the land
from her grandparents, who could not understand the transaction. Id.

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at 11. A jury agreed, and a district court in Texas annulled the deed
conveying the foreign property from Manuela and Charles to Adeline.
Id. at 12. The case asked whether a Texas court had the power to annul
a Mexican deed. Id.
We answered no. Id. The “district court had not jurisdiction of
the subject-matter” because “the court of Texas could not acquire
jurisdiction of land beyond its borders.” Id. Once again citing Massie,
we recognized that actions in personam involving foreign lands were
proper, but actions in rem were prohibited. Id. Crucially for today’s
purposes, we acknowledged that a Texas court could compel Adeline to
cancel the deed herself, because such a judgment could be made effective
through the coercion of the defendant. Id. But a Texas court could not,
by its own power, annul a Mexican deed or establish title to Mexican
lands. Id. Moreover, we noted that Texas courts consistently denied
other states and countries the power to adjudicate title to land in Texas,
and we “must observe the same rule that we demand to be observed by
others.” Id.
McElreath v. McElreath was another family dispute. 345 S.W.2d
722. Evelyn and James McElreath married and later divorced in
Oklahoma. Id. at 723–24. During the divorce proceeding, an Oklahoma
court ordered James to convey land in Texas to Evelyn. Id. at 723.
James challenged the order in the Oklahoma Supreme Court, where he
lost. McElreath v. McElreath, 317 P.2d 225 (Okla. 1957). Before the
Oklahoma order could be enforced, James “crossed the Red River” and
claimed “sanctuary in Texas.” McElreath, 345 S.W.2d at 724.

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“As a matter of justice, good order and common sense,” we held
that the order must be enforced in Texas. Id. The Oklahoma court had
jurisdiction over James when it rendered the order, and we saw no
jurisdictional problem in the order’s obvious consequences for ownership
of Texas land. Id. at 726–27. We emphasized the “distinction between
[a] decree which purports to directly affect title to lands in another state
ex proprio vigore [Latin for ‘by its own force’] and one which acts upon
the parties in personam.” Id. at 727. While the enforceability of a decree
in rem depends on the territorial jurisdiction of the court, the
“enforceability of an equitable decree in personam” was not so
constrained. Id. The Oklahoma decree operated in personam in that it
did “not pass title” of its own force but instead compelled James to
effectuate “a transfer of title.” Id. at 733.
A clear rule that emerges from Gay and was reinforced by Holt
and McElreath controls today’s case: “If a person be under contractual
obligation to convey lands, a court of equity having jurisdiction over his
person may compel him to make the necessary conveyance, although the
land is in another state.” Gay, 26 S.W. at 605. That is, when the plaintiff
requests a judgment that will bind the defendant to his legal obligation
to convey property—rather than a judgment that will vest title in the
plaintiff of the judgment’s own force—the suit is in personam, and the
out-of-state location of the property is no bar to jurisdiction. Id. In other
words, when the “relief sought is such that it may be given by the act of
the persons over whom the court exercises jurisdiction,” it makes no
difference that the act compelled is the conveyance of foreign property.
Id. In such a case, the court is validly exercising power over a defendant

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within its jurisdiction, not invalidly exercising power over foreign
territory outside its jurisdiction. Id. at 605–06.
Our reliance on cases of such vintage should not be taken to
indicate that the rule we apply today has fallen into disuse.
Contemporary disputes about out-of-state property (often involving
contracts for mineral rights) abound. A long line of recent federal
district court decisions relies on Massie to reject arguments similar to
Bauer’s and BM2’s. See, e.g., Ganz v. Henderson, No. 3:25-CV-1587,
2025 WL 3012867, at *5 (D. Or. Oct. 27, 2025); Woodbridge Englewood,
Inc. v. Angstrom Fiber Englewood, LLC, No. 3:24-CV-56, 2024 WL
4197906, at *10 (S.D. Ohio Sep. 16, 2024); Tap Rock Res., LLC v.
Marathon Oil Permian LLC, 704 F. Supp. 3d 1194, 1201–04 (D.N.M.
2023); Vondom, LLC v. Suess, No. 1:20-CV-1157, 2021 WL 5605208, at
*3 (N.D. Ill. Jan. 11, 2021); Jordan v. Osmun, No. 1:16-CV-501, 2017 WL
2999689, at *2 (E.D. Va. Feb. 15, 2017); United States v. Holland,
No. 2:13-CV-10082, 2015 WL 13866278, at *6 (E.D. Mich. Sep. 3, 2015);
Greeley v. Walters, No. 5:10-CV-5003, 2011 WL 941362, at *4 (D.S.D.
Mar. 16, 2011).
The same rule continues to prevail in other state courts as well.
Just last year, the Supreme Court of South Carolina noted the “basic
principle recognized for centuries” that allows a court to “compel one
over whom it has personal jurisdiction to do an act even though that act
may affect property outside the court’s territorial jurisdiction.” Welch v.
Advance Auto Parts, Inc., 916 S.E.2d 320, 332 (S.C. 2025) (citing Massie
and Penn). The Supreme Court of Washington also recently discussed
the “nearly 200 years” of cases differentiating between a court’s “powers

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over title to property versus personal interests in property.” OneWest
Bank, FSB v. Erickson, 367 P.3d 1063, 1072 (Wash. 2016). These
decisions reinforce the longstanding rule that a court’s power to
adjudicate a dispute involving foreign property depends on whether the
property or the person is the object of the judgment—not on whether the
gist of the claim is a question of title to foreign property.

C.

The court of appeals applied a different rule, developed in several
Texas appellate decisions, under which Texas courts lack jurisdiction if
the gist or gravamen of a claim involves adjudication of title to foreign
real estate. 689 S.W.3d at 637. We disapprove of this rule and the
decisions applying it.
Although the rule’s exact origin is difficult to pinpoint, an
influential example is Kelly Oil Co. v. Svetlik, 975 S.W.2d 762 (Tex.
App.—Corpus Christi–Edinburg 1998, pet. denied), a dispute over
royalty payments on oil and gas in Mississippi. The court cited Massie
for the proposition that the key jurisdictional question is “whether the
cause before the Court involves a naked question of title.” Id. at 764. It
then acknowledged that “[t]he primary purpose of Svetlik’s lawsuit was
to enforce his overriding royalty interests in a number of oil and gas
leases,” i.e., to require the defendants to honor their personal obligation
to pay him. Id. Nevertheless, the court reasoned, Svetlik’s entitlement
to payment “depend[ed] upon a finding that he is the owner of an
overriding royalty under the original oil and gas leases.” Id. Thus, “the
outcome of Svetlik’s lawsuit depend[ed] upon a determination as to who
owns the title to a real property interest.” Id. The court dismissed for

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lack of jurisdiction on the basis that it had “no power or jurisdiction to
adjudicate title to interests in real property located in another state.”
Id.
Later decisions embrace similar reasoning. They acknowledge
the correct background rules from cases like Massie, Gay, Holt, and
McElreath, but they ultimately conclude that the “gist” or “gravamen”
of a suit that seeks to hold the defendant to his obligations with respect
to foreign real property is an impermissible effort to have a Texas court
“adjudicate title” to land outside Texas. See, e.g., Trutec Oil & Gas, Inc.
v. W. Atlas Int’l, 194 S.W.3d 580 (Tex. App.—Houston [14th Dist.] 2006,
no pet.); Devon Energy Prod. v. KCS Res., LLC, 450 S.W.3d 203 (Tex.
App.—Houston [14th Dist.] 2014, pet. denied).4
These cases misperceive the distinction of jurisdictional
significance, which is the “distinction between [a] decree which purports
to directly affect title to lands in another state ex proprio vigore [Latin

4 The gist rule, as applied below, incorporates reasoning derived from

Merit Management Partners I, L.P. v. Noelke, 266 S.W.3d 637 (Tex. App.—
Austin 2008, no pet.), a case about a county court’s statutory jurisdiction. In
that case, the court analyzed whether a claim was a “suit for the recovery of
land” under section 26.043(8) of the Government Code such that it belonged in
a district court, not a county court. Id. at 643. The court concluded that
“[r]egardless of the plaintiff’s characterization of his claims, if the ‘gist’ of a
cause of action for damages is, in fact, an adjudication of title, a county court
does not have jurisdiction over the cause of action.” Id. at 647. Reasoning that
title was an issue in the suit, the court looked at “whether the title issue is
merely incidental or collateral to the suit.” Id. at 648. These considerations—
perhaps valid with respect to the limits on a county court’s statutory
jurisdiction—later improperly found their way into cases dealing with the
limits on a district court’s subject-matter jurisdiction over disputes involving
out-of-state property. See, e.g., Fox v. Fox, No. 14-18-00672-CV, 2020 WL
1265366, at *3 (Tex. App.—Houston [14th Dist.] Mar. 17, 2020, no pet.).

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for ‘by its own force’] and one which acts upon the parties in personam.”
McElreath, 345 S.W.2d at 727. Indeed, Massie’s approach to the latter
category is essentially the opposite of the “gist” rule: “[T]he principles of
equity give a court jurisdiction wherever the person may be found, and
the circumstance, that a question of title may be involved in the inquiry,
and may even constitute the essential point on which the case depends,
does not seem sufficient to arrest that jurisdiction.” 10 U.S. at 158.
Under Massie and this Court’s cases following it, a “naked
question of title” arises when a court is asked to exercise in rem
jurisdiction to establish or alter title “by the mere force of its decree.”
Corbett, 77 U.S. at 475. By contrast, when the “relief sought is such that
it may be given by the act of the persons over whom the court exercises
jurisdiction,” a court may afford the relief by an in personam judgment.
Gay, 26 S.W. at 605–06. In other words, a permissible in personam
breach-of-contract action or claim for royalty payments is not converted
into an impermissible in rem suit to try title merely because resolution
of the claim requires the court to decide whether one party or the other
holds title to foreign lands.
The proper focus is on the nature of the court’s judgment, not on
the legal questions the court confronts on the way to its judgment. The
“judicial power” vested in Texas courts by article V, section 1 of our
Constitution is “the power of a court to decide and pronounce a judgment
and carry it into effect between persons and parties who bring a case
before it for a decision.” Morrow v. Corbin, 62 S.W.2d 641, 644 (Tex.
1933); see Tex. Dep’t of Fam. & Protective Servs. v. Grassroots
Leadership, Inc., 717 S.W.3d 854, 868 (Tex. 2025) (describing the judicial

17
power as the power to make authoritative and final judgments in
individual cases). In other words, a court’s job is to render judgments
that resolve cases. Answering the attendant legal questions is a
necessary but ultimately subsidiary function. When a judgment
operates in personam, as do most civil judgments, “[n]one but parties or
privies are bound by [the] judgments” resolving their cases.
Blankenship v. Wartelsky, 6 S.W. 140, 142 (Tex. 1887). “The only
apparent exception to this rule in general, is the effect of a proceeding
in rem, which from the necessity of the case is binding on all persons.”
Dupasseur v. Rochereau, 88 U.S. 130, 135–36 (1874).
Thus, when a Texas court answers a legal question about title to
foreign property in the course of issuing an in personam judgment, the
answer binds only the parties and does not establish who owns the
property in any definitive or absolute sense. Nor could it do so, since a
Texas court lacks the power to exercise in rem jurisdiction over out-of-
state lands. Gay, 26 S.W. at 605–06; Holt, 163 S.W. at 12; McElreath,
345 S.W.2d at 727–29. In contrast, a Texas court does not lack the power
to issue a judgment requiring a party within its jurisdiction to abide by
the party’s legal obligations with respect to out-of-state lands. Gay, 26
S.W. at 605–06; Holt, 163 S.W. at 12; McElreath, 345 S.W.2d at 727–29.
This ancient jurisdictional rule does not arise from a conviction
that Texas courts must avoid opining on legal questions about land in
other states. Courts apply out-of-state law all the time. The rule is
instead dictated, ultimately, by the physical scope of the State of Texas’s
power (i.e., jurisdiction) to coerce compliance with the judgments of its
courts. As we said in Gay: “[T]he highest test of the jurisdiction of a

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court in a given case is found in the answer to an inquiry whether it has
lawful power thus to enforce its judgment or decree.” 26 S.W. at 604. A
Texas court can coerce a Texas party to convey land, make a royalty
payment, or reform a deed—no matter where the land lies—because the
“relief sought is such that it may be given by the act of the persons over
whom the court exercises jurisdiction.” Id. at 605. In contrast, a Texas
court cannot enforce compliance with an in rem judgment purporting to
definitively establish ownership of land over which the State of Texas
has no power. The rule described in Massie, Gay, Holt, and McElreath
is grounded in this basic physical reality. Expanding the rule to prohibit
in personam judgments that happen to be predicated on questions of
title to foreign real property was the very error those cases warned
against. We disapprove of the court of appeals decisions employing that
approach.5

III.

Turning to the claims in this case, we conclude that the location
of the disputed mineral rights, in West Virginia, does not deprive Texas
courts of jurisdiction over BM3’s suit.
The district court’s judgment awards BM3 four categories of
relief: (1) specific performance of the agreements between the parties;
(2) reformation of nineteen mineral deeds to reflect BM3’s name; (3) a

5 See, e.g., Svetlik, 975 S.W.2d at 764; Trutec Oil, 194 S.W.3d at 587–88;

Devon Energy, 450 S.W.3d at 216; Fox, 2020 WL 1265366, at *3; Danish
Leasegroup, Inc. v. York Oil & Gas Mgmt., 362 S.W.3d 220, 226 (Tex. App.—
Dallas 2012, no pet.); York v. Oleum Operating Co., No. 06-16-00056-CV, 2017
WL 2622797, at *5 (Tex. App.—Texarkana June 16, 2017, no pet.).

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declaration affirming BM3’s ownership of the disputed royalties; and
(4) an injunction prohibiting the defendants from transferring the deeds
or the royalty payments. Each of these enforces obligations the
defendants allegedly agreed to undertake with respect to the property
in question. Each would operate in personam, and each is within the
jurisdiction of Texas courts.
The gist of BM3’s suit is that the parties agreed BM3 would own
the disputed mineral rights but now the paperwork says BM2 owns
them, in violation of the deal. BM3 wants the courts to make Bauer and
BM2 fix this problem, one way or another, in conformance with
obligations to which Bauer and BM2 allegedly agreed. All BM3’s claims
for relief fit this description. As explained above, when a party is “under
[a] contractual obligation to convey lands,” as BM3 claims these
defendants were, a Texas court with jurisdiction over the defendants
“may compel [them] to make the necessary conveyance, although the
land is in another state.” Gay, 26 S.W. at 605. That rule governs this
case, and under that rule, Texas courts have jurisdiction over BM3’s
suit.
We turn briefly to the particular relief the district court awarded.
Going all the way back to Penn, “specific performance of a contract for
lands lying” elsewhere is the quintessential example of in personam
relief available in a court of equity even though “lands not within the
jurisdiction of that court may be affected by the decree.” Massie, 10 U.S.
at 160 (discussing Penn). The same is true of deed reformation, which
is equitable relief “made effectual through the coercion of the defendant,
as, for instance, by directing a deed to be executed or cancelled by or on

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behalf of the party,” and is likewise within the court’s jurisdiction. Holt,
163 S.W. at 12 (quoting Carpenter v. Strange, 141 U.S. 87, 106 (1891)).
BM3’s request for reformation of the nineteen deeds thus seeks the very
remedy we approved in Holt. Id. The district court understood BM3’s
request that way; it ordered BM2 to reform the deeds rather than
purporting to do so itself by the power of its judgment.
As for the injunction, “it is axiomatic that injunctive relief is an
equitable remedy, subject to equitable principles.” Alex Sheshunoff
Mgmt. Servs., L.P. v. Johnson, 209 S.W.3d 644, 656 n.8 (Tex. 2006).
“Equitable remedies operate in personam,” meaning they bind only the
parties to a suit, not the world. City of Dallas v. Wright, 36 S.W.2d 973,
976 (Tex. 1931); see also 44 TEX. JUR. 3D Injunctions § 5 (updated Mar.
2026) (“An injunction acts in personam and not in rem.”). The injunction
binds only Bauer and BM2 and would not run with the property in West
Virginia or apply to others not in privity with the defendants. See Ex
parte Davis, 470 S.W.2d 647, 649 (Tex. 1971). The injunction holds the
defendants to their “contractual obligation to convey lands,” Gay, 26
S.W. at 605, and thus operates well within the court’s in personam
authority over the defendants.
The declaratory judgment concerning BM3’s ownership of the
disputed royalties was also within the district court’s power. A
declaratory judgment under Chapter 37 of the Civil Practice and
Remedies Code “does not prejudice the rights of a person not a party to
the proceeding.” TEX. CIV. PRAC. & REM. CODE § 37.006(a). Such a
declaration is thus, by definition, an in personam judgment binding only
on the parties. This limitation is reinforced by the requirement that

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“[w]hen declaratory relief is sought, all persons who have or claim any
interest that would be affected by the declaration must be made parties.”
Id. § 37.004(c). A declaration can only establish, as between the parties,
whose claim prevails under an existing instrument or agreement. It
cannot adjudicate title in an absolute or definitive sense, as against the
world, and any declaration purporting to do so would not actually
accomplish that result. See State v. Morales, 869 S.W.2d 941, 947 (Tex.
1994) (“A litigant’s request for declaratory relief cannot confer
jurisdiction on the court, nor can it change the basic character of a
suit.”).
A glance at federal law, with which Chapter 37 should be
“harmonized, as far as possible,” TEX. CIV. PRAC. & REM. CODE
§ 37.002(c), confirms this conclusion. Declaratory judgments resolve
“the legal rights of the parties.” Haaland v. Brackeen, 599 U.S. 255, 293
(2023) (emphasis added). They are thus “powerless” against parties
outside of the suit. Id. “After all, the point of a declaratory judgment ‘is
to establish a binding adjudication that enables the parties to enjoy the
benefits of reliance and repose secured by res judicata.’” Id. (quoting
18A WRIGHT & MILLER’S FEDERAL PRACTICE AND PROCEDURE § 4446 (3d
ed. Supp. 2022)).
The district court’s declaration that BM3 is the rightful owner of
the disputed royalty interests pursuant to the parties’ agreements seeks
to require the defendants to convey property as they allegedly promised
to do, which is a form of in personam relief we have long approved, even
when the subject is foreign lands. See generally Gay, 26 S.W. 599. The

22
declaration does not apply to anyone outside this lawsuit, much less to
the world. It did not exceed the court’s jurisdiction.
In sum, all the relief awarded to BM3 by the district court “is
made effectual through the coercion of the defendant[s].” Holt, 163 S.W.
at 12 (quoting Carpenter, 141 U.S. at 106). Nothing about the district
court’s judgment purports, “by the mere force of its decree, to annul a
deed, or to establish a title.” Id. (quoting Carpenter, 141 U.S. at 106).
The judgment validly enforces a “contractual obligation to convey
lands,” which is consistent with our precedent “although the land is in
another state.” Gay, 26 S.W. at 605.6

6 Bauer and BM2 also argue that the “local action doctrine” bars this

suit, which they characterize as a local action that can only be pursued in West
Virginia. We are not convinced. Historically, the local action doctrine holds
that “[i]f the cause of action is one that might have arisen anywhere, it is
transitory; if it could have arisen only in one place, it is local” and must be
brought locally. 1A TEX. JUR. 3D Actions § 51 (updated Mar. 2026). The
doctrine is rarely invoked in modern cases, and its continuing vitality is a
matter of some debate. See Mallory v. Norfolk S. Ry., 600 U.S. 122, 129 (2023)
(“This rule governing transitory actions still applies to natural persons today.
Some call it ‘tag’ jurisdiction.”); Jeffrey L. Rensberger, Jefferson’s Ghost: The
Local Action Rule in Federal Courts, 44 CARDOZO L. REV. 2423 (2023) (arguing
that the local action rule was a rule of venue and has since been eliminated).
We need not wade into that debate because even if the doctrine retains its force
and has consequences for jurisdiction (rather than merely venue), it would not
change the outcome here. As we observed in Gay, actions for enforcement of
contractual rights are transitory, while suits to quiet title are local. See 26
S.W. at 607–08; see also Massie, 10 U.S. at 162–63 (“If we reason by analogy
from the distinction between actions local and transitory at common law, this
action would follow the person, because it would be founded on an implied
contract, or on neglect of duty.”). Thus, distinguishing between suits about
foreign property based on the rule we employ today leads to the correct result
under the local action doctrine as well.

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IV.

The judgment of the court of appeals is reversed, and the case is
remanded to that court for consideration of the remaining arguments.

James D. Blacklock
Chief Justice

OPINION DELIVERED: May 15, 2026

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