Gregory Schain v. JR Land Investments, LLC

TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN

NO. 03-24-00569-CV

Gregory Schain, Appellant

v.

JR Land Investments, LLC, Appellee

FROM THE 424TH DISTRICT COURT OF BLANCO COUNTY
NO. CV09344, THE HONORABLE EVAN C. STUBBS, JUDGE PRESIDING

MEMORANDUM OPINION

This is a special-appearance interlocutory appeal by a New Hampshire resident.

See Tex. Civ. Prac. & Rem. Code § 51.014(a)(7). The New Hampshirite, Gregory Schain, is one

of the members and co-managers of an entity called New Mill Capital Holdings, LLC, which was

organized under the laws of a state other than Texas. New Mill agreed to buy a 45-acre Blanco

County tract from JR Land Investments, LLC. 1 After the sale failed to close, JR Land sued

New Mill; Schain; and another New Mill member, Tim Watters. Schain filed a special appearance,

contending that the trial court lacked specific personal jurisdiction over him, but the court denied

him relief. Because the purported contacts that JR Land alleges between Schain and Texas are

New Mill’s contacts (or JR Land’s), are not related to this suit, or fall short of the requisite

1 No statement in this opinion should be construed as a comment on the merits of any of
the affirmative claims or the defenses or affirmative defenses in the underlying suit. For purposes
of this appeal, both sides have assumed the validity of the contract of sale, so we do the same.
purposeful availment of the privilege of conducting activities in Texas, we reverse the trial court’s

denial of Schain’s special appearance and render judgment dismissing him from the suit.

I

JR Land’s suit is for breach of a Farm and Ranch Contract concerning the 45-acre

tract identified by the address 3625 RR 3347, Round Mountain, Texas (the Agreement). In its live

petition, JR Land alleges that New Mill is a Delaware LLC whose members include Watters and

Schain. The defendants contest whether the New Mill Delaware entity entered into the Agreement,

arguing instead that the contracting party was an LLC with the same name but organized under

Nevada law. 2 Even so, for purposes of his special appearance and this appeal, Schain says that he

assumes that JR Land is correct that it was the Delaware entity that entered into the Agreement.

Elsewhere in its live petition, JR Land alleges that the three defendants “are an

individual and a corporation doing business in Texas.” JR Land also alleges that although it

performed everything required of it under the Agreement, New Mill failed to perform. JR Land

seeks as relief for the breach either specific performance or damages (plus attorneys’ fees). It

further alleges that because New Mill’s right to transact business in Texas was forfeited, Watters,

who signed the Agreement for New Mill, and Schain, who “was actively involved in the

negotiation of” the Agreement, “are personally liable for the debts on New Mill.” JR Land has

not, however, alleged that Schain committed any tortious or fraudulent conduct in Texas.

2 JR Land in its suit pleads an alternative claim against the New Mill Nevada entity.

2
Schain filed a special appearance to contest the trial court’s personal jurisdiction

over him. JR Land responded to the special appearance, and the court held an in-person hearing. 3

After the court denied Schain relief, he perfected this appeal.

II

Schain contends that the trial court erred by concluding that it has specific personal

jurisdiction over him and thus by failing to grant him relief on his special appearance. We first set

forth applicable law of (A) personal jurisdiction, (B) challenges to personal jurisdiction by special

appearance, and (C) the kind of “minimum contacts” that are required to show personal jurisdiction

here. Then we assess each of the allegations that JR Land relies on to support personal jurisdiction.

A

A court must have personal jurisdiction over a defendant to issue a binding

judgment. LG Chem Am., Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex. 2023). Texas courts may

exercise personal jurisdiction over a nonresident defendant if the exercise is authorized by the

long-arm statute and consistent with federal due-process guarantees. Id. Because the long-arm

statute reaches as far as federal constitutional requirements allow, the “federal due process

3 JR Land’s response added allegations of Schain’s contacts with Texas that its live
petition did not itself include. We review the allegations added by the special-appearance
response and that JR Land relies on as ones just as operative as are the ones in JR Land’s live
petition. We do so because of precedent from this Court stretching back at least to Ennis
v. Loiseau, 164 S.W.3d 698 (Tex. App.—Austin 2005, no pet.). We recognize, however, that this
approach has come in for criticism by some of our sister courts. See, e.g., Steward Health Care
Sys. LLC v. Saidara, 633 S.W.3d 120, 126–29 & n.9 (Tex. App.—Dallas 2021, no pet.) (en banc)
(citing Kelly v. General Interior Constr., Inc., 301 S.W.3d 653, 658–59 (Tex. 2010)); State v. Yelp,
Inc., 725 S.W.3d 170, 177–79 & n.2 (Tex. App.—15th Dist. 2025, pet. filed) (similarly citing
Kelly). Here, we need not decide whether the Ennis approach survives Kelly because even if we
consider allegations that JR Land added in its special-appearance response, JR Land still does
not prevail.

3
requirements shape the contours of Texas courts’ jurisdictional reach.” Goldstein v. Sabatino,

690 S.W.3d 287, 294 (Tex. 2024) (quoting Searcy v. Parex Res., Inc., 496 S.W.3d 58, 66

(Tex. 2016)).

B

Nonresident defendants may challenge personal jurisdiction by filing a special

appearance. LG Chem Am., 670 S.W.3d at 346; see Tex. R. Civ. P. 120a. The procedure involves

shifting burdens. Kelly v. General Interior Constr., Inc., 301 S.W.3d 653, 658 (Tex. 2010).

Initially, plaintiffs as a part of their suit must plead sufficient allegations to bring the nonresident

defendant within the reach of the long-arm statute. See LG Chem Am., 670 S.W.3d at 346. Then

defendants, via their special appearance, bear the burden to negate all bases of personal jurisdiction

alleged by the plaintiff. See id. Defendants can negate personal jurisdiction on either a factual or

a legal basis. Id. They can present evidence that contradicts the plaintiff’s factual allegations

supporting personal jurisdiction, and plaintiffs can then respond with their own evidence

supporting their allegations. Id. Or defendants can show that even if the plaintiff’s alleged facts

are true, the conduct alleged is legally insufficient to support personal jurisdiction. See TV Azteca,

S.A.B. de C.V. v. Ruiz, 490 S.W.3d 29, 36 n.4 (Tex. 2016); Dukatt v. Dukatt, 355 S.W.3d 231, 238

(Tex. App.—Dallas 2011, pet. denied). Although questions of fact sometimes arise in the analysis,

it is a question of law whether a court has personal jurisdiction over a party, and we review the

trial court’s answer to that question de novo. See LG Chem Am., 670 S.W.3d at 346.

C

Texas courts’ exercise of personal jurisdiction over nonresident defendants is, as

noted, constrained by the federal constitutional right to due process. Id. That exercise depends on

4
the defendant’s having sufficient “minimum contacts” with Texas so that maintaining the suit is

reasonable and “does not offend ‘traditional notions of fair play and substantial justice.’” Id.

(quoting International Shoe Co. v. Washington, 326 U.S. 310, 316–17 (1945)). The focus is on

“the nature and extent of ‘the defendant’s relationship to the forum State.’” Id. (quoting Ford

Motor Co. v. Montana Eighth Jud. Dist. Ct., 592 U.S. 351, 358 (2021)).

Personal jurisdiction comes in two forms: “general (sometimes called all-purpose)

jurisdiction and specific (sometimes called case-linked) jurisdiction.” Id. at 347 (quoting Ford

Motor, 592 U.S. at 358). JR Land concedes that it cannot establish general jurisdiction over Schain

in Texas courts, so the only issue in this appeal is whether it has established specific personal

jurisdiction over him. To establish specific personal jurisdiction over Schain in Texas, JR Land

must demonstrate that he has a certain sufficient level of minimum contacts with Texas. See id.

1

The alleged contacts must be viewed through the lens of his and New Mill’s

separate legal existence. This legal separateness can affect liability rules: A bedrock principle of

law is that an individual can form a business entity like an LLC and thereby normally shield

himself from personal liability for the entity’s contractual obligations. See Plan B Holdings, LLC

v. RSLLP, 681 S.W.3d 443, 458 (Tex. App.—Austin 2023, no pet.). This shielding is permitted

by law and is an essential reason that entrepreneurs form business entities. See id.

Legal separateness also affects personal jurisdiction. Because an entity is ordinarily

legally separate from its owner, personal jurisdiction over one does not alone support personal

5
jurisdiction over the other. 4 See Helmer v. Rusco Operating, LLC, No. 03-21-00148-CV,

2022 WL 963236, at *5 (Tex. App.—Austin Mar. 31, 2022, no pet.) (mem. op.); see also

PHC–Minden, L.P. v. Kimberly–Clark Corp., 235 S.W.3d 163, 165 (Tex. 2007) (disapproving of

when courts “impute contacts of related entities to each other, when mere relatedness is”

insufficient); Schlais v. Valores Corporativos Softtek, S.A. de C.V., No. 03-11-00188-CV,

2012 WL 1499488, at *8 (Tex. App.—Austin Apr. 25, 2012, no pet.) (mem. op.) (disapproving of

per se rule of imputing corporation’s contacts to shareholders because former is “separate legal

entity that shields its owners and shareholders from the jurisdiction of a foreign jurisdiction, even

if the corporation itself is within the court’s jurisdiction” (quoting Cappuccitti v. Gulf Indus.

Prods., Inc., 222 S.W.3d 468, 481 (Tex. App.—Houston [1st Dist.] 2007, no pet.))). Nonresident

owners or officers are generally protected from the exercise of jurisdiction when their contacts

with the forum state were on the entity’s behalf. See Furie Petrol. Co. v. Ben Barnes Grp., L.P.,

No. 03-14-00181-CV, 2015 WL 6459606, at *4 (Tex. App.—Austin Oct. 23, 2015, no pet.) (mem.

op.). When agents negotiate contracts for their principals in Texas, it is the principal who does

business here, not the agent. Id. Thus, when an owner and manager of an entity was alleged to

have engaged in “general business contacts” in Texas for the entity, like travel here and attending

meetings here for the entity’s business, the allegations were legally insufficient to support specific

personal jurisdiction over the individual “because they are [the entity]’s contacts with Texas, not”

the individual’s. Leesboro Corp. v. Hendrickson, 322 S.W.3d 922, 929 (Tex. App.—Austin 2010,

no pet.).

4 There must in some cases be proof to support “jurisdictional veil-piercing” before
personal jurisdiction over an entity necessarily entails personal jurisdiction over related persons.
See, e.g., PHC–Minden, L.P. v. Kimberly–Clark Corp., 235 S.W.3d 163, 172–76 (Tex. 2007).

6
2

Specific-jurisdiction analysis involves the co-equal components of purposeful

availment and relatedness. LG Chem Am., 670 S.W.3d at 347. Relatedness requires that the

plaintiff’s claim arise out of or relate to the defendant’s contacts with the forum. Id. The plaintiff

must show a “substantial connection” between the defendant’s contacts and the operative facts of

the litigation. Id. (quoting Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 585 (Tex.

2007)). While the plaintiff need not establish a strict causal relationship between the defendant’s

contacts and the plaintiff’s claim, “neither is it the case that anything goes.” Id. There must be

“real limits” on relatedness to adequately protect the due-process rights of nonresidents. See id.

(quoting Ford Motor, 592 U.S. at 362). That the defendant might have other forum-state contacts

unrelated to the underlying claims is irrelevant. See PHC–Minden, 235 S.W.3d at 165

(“Minimum-contacts analysis is easily muddled . . . as courts frequently import contacts relevant

to one type of jurisdiction when deciding the other.”).

3

The purposeful-availment inquiry involves three features: (1) the relevant contacts

must be those of the defendant, and the unilateral activity of another person or a third party is not

pertinent; (2) the contacts must be purposeful rather than random, fortuitous, isolated, or

attenuated; and (3) the defendant must seek some benefit, advantage, or profit by “availing” itself

of the jurisdiction. Searcy, 496 S.W.3d at 67. The analysis focuses on the quality and nature of

the defendant’s contacts, not their number. Id. The mere fact that a defendant’s conduct affected

plaintiffs with connections to the forum state is legally insufficient to support jurisdiction. See id.

at 67–68. Nor does the bare fact that defendants have received some benefit, advantage, or profit

7
from Texas necessarily mean that they have purposefully availed themselves of the state.

See Schlais, 2012 WL 1499488, at *8. The happenstance of a plaintiff’s connection to Texas, then,

will not alone suffice to confer specific jurisdiction over a defendant who merely deals with a

Texas resident during some unrelated endeavor. Searcy, 496 S.W.3d at 68. Courts have rejected

the idea that simply because a defendant knows that the effects of his actions will affect someone

who lives in a state, there is specific jurisdiction over the defendant in that state. Id. at 76.

D

JR Land relies on the following allegations of Schain’s contacts with Texas to

attempt to establish personal jurisdiction over Schain for this suit:

a. Schain was actively involved in the negotiation of the Agreement.

b. Schain personally toured the tract that was the subject of the Agreement to
inspect it.

c. Schain routinely and regularly filed franchise-tax Public Information Reports
“on behalf of New Mill” with the Texas Secretary of State.

d. Either or both of JR Land and New Mill were to perform the Agreement
in Texas.

e. New Mill maintained a Texas registered agent for service of process.

f. New Mill filed notice in Dallas and Travis Counties of an assumed or
fictitious name.

g. Schain has engaged in real-estate business dealings in Texas related to
New Mill, and he and Watters talk weekly about managing New Mill’s
real-estate business.

h. Schain has engaged in real-estate business dealings in Texas related to other,
Texas LLCs, each of which maintain Texas registered agents, three of which
own Texas real estate, in at least some of which Schain serves with Texas
residents, and from at least one of which he has received financial distributions.

8
He and Watters speak weekly about managing Texas real-estate business
unrelated to New Mill. They have “do[ne] quite a few business deals” together.

i. Schain owns an interest in another Texas LLC, which does business in Texas,
maintains a registered agent in Texas, and owns real estate in Texas.

j. Schain works with another Texas resident “regarding investing in Texas real
estate ventures.”

k. Schain has at all times relevant held an owning membership interest in, and
served as a manager for, New Mill.

l. Schain was an owning member of New Mill when the Agreement was executed
and in that capacity approved the Agreement.

m. Schain has traveled to Texas many times over the past decade.

n. JR Land is a Texas LLC and is managed by two Texas residents.

Considering the applicable law above, we conclude that the allegations are legally insufficient to

support specific personal jurisdiction over Schain for this suit. As we detail below, allegations a.

through g. cannot support specific jurisdiction because they are not Schain’s contacts with Texas,

they are New Mill’s (or JR Land’s). Allegations h. through j. fare no better because they bear no

substantial connection to the suit’s operative facts. And allegations k. through n. do not suffice

because they suffer from either of these problems or from the failure to amount to purposeful

availment of the privilege of conducting activities in Texas. See Kelly, 301 S.W.3d at 659 (stating

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

insufficient to establish jurisdiction; the defendant’s contacts with Texas fall short of purposeful

availment; for specific jurisdiction, that the claims do not arise from the contacts; or that traditional

notions of fair play and substantial justice are offended by the exercise of jurisdiction”).

9
1

That New Mill was to perform the Agreement in Texas, that it maintained a

registered agent here, and that it filed assumed-name notices in Dallas and Travis Counties does

not support personal jurisdiction over Schain. See Helmer, 2022 WL 963236, at *5 (personal

jurisdiction over owner cannot be based solely on personal jurisdiction over owned entity). And

whether JR Land was to perform the Agreement here is irrelevant—Schain has no alleged

ownership or management relationship with JR Land. See Searcy, 496 S.W.3d at 67 (“[T]he

relevant contacts are those of the defendant, and the unilateral activity of another person or a third

party is not pertinent.”).

The result is the same for the allegation that Schain was actively involved in

negotiating the Agreement. New Mill, not Schain, is the buyer party under the Agreement, so his

negotiating for New Mill is its contact, not his. See Furie Petrol., 2015 WL 6459606, at *4. Same

for the allegation that Schain personally toured the tract at issue to inspect it—no evidence shows

that he did this for any purpose other than representing New Mill’s interests in its decision about

whether to buy the tract. See id. (nonresident owner or officer is generally protected from exercise

of jurisdiction when individual’s contacts with forum state were made on behalf of entity). The

allegations about Schain’s filing Public Information Reports and conducting business dealings in

Texas, including frequent conversations with Watters, are tied to New Mill’s behalf. Therefore,

Schain’s efforts in these respects also are New Mill’s contacts with Texas, not his. See id.;

Leesboro, 322 S.W.3d at 929 (owner and manager’s engaging in “general business contacts” in

Texas for entity “provide[d] no basis for asserting specific jurisdiction over [owner and manager]

because they are [entity]’s contacts with Texas, not” owner and manager’s).

10
JR Land’s arguments about these allegations do not contest whether the contacts

are New Mill’s or Schain’s under the ordinary rule of legal separateness. Instead, JR Land argues

that ordinary legal separateness does not apply because of two Tax Code statutes, Sections 171.252

and 171.255. They deal with the consequences both for certain entities whose right to transact

business in Texas is lost for failure to file a franchise-tax report or to pay a franchise-tax levy or

penalty and for those entities’ members or managers. See Tex. Tax Code §§ 171.251–.258; see

also General Dynamics Corp. v. Bullock, 547 S.W.2d 255, 257–58 (Tex. 1976) (saying that

functions of franchise tax are payments for privilege of carrying on business in Texas and for right

to invoke protection of local government). Such a failure can lead to forfeiture of an LLC’s right

to transact business in Texas. See Tex. Tax Code §§ 171.251–.2515. When this right is forfeited,

the LLC’s “right to sue or defend in a court of this state” is denied, 5 and “each director or officer

of the corporation is liable for each debt of the corporation that is created or incurred in this state

after the date on which the report, tax, or penalty is due and before the corporate privileges are

revived.” See id. §§ 171.252(1)–(2), 171.255(a). LLC rights forfeited in this way may be revived.

See id. §§ 171.253, 171.255(a), (d), 171.258; Amazing Paws, LLC v. Pedraza,

No. 01-24-00475-CV, 2026 WL 616303, at *6 (Tex. App.—Houston [1st Dist.] Mar. 5, 2026, no

pet.) (mem. op.); Lavizadeh v. Moghadam, No. 05-18-00955-CV, 2019 WL 6799756, at *6 n.10

(Tex. App.—Dallas Dec. 13, 2019, no pet.) (mem. op.).

5 This “right to defend” is a defendant’s right to seek affirmative relief in a suit, not the
defendant’s right merely to defend against a plaintiff’s affirmative claims. See Hardwick v. Austin
Gallery of Oriental Rugs, Inc., 779 S.W.2d 438, 441 (Tex. App.—Austin 1989, writ denied) (citing
Bryan v. Cleveland Sand & Gravel Co., 139 S.W.2d 612, 613 (Tex. App.—Beaumont 1940, writ
ref’d)), superseded by statute on other grounds as recognized in Bair Chase Prop. Co. v. S & K
Dev. Co., 260 S.W.3d 133, 140 (Tex. App.—Austin 2008, pet. denied); Mello v. A.M.F., Inc.,
7 S.W.3d 329, 331 (Tex. App.—Beaumont 1999, pet. denied) (similarly citing Bryan).

11
JR Land argues that both the statute denying the “right to sue or defend in a court

of this state” and the statute making “each director or officer of the corporation” liable apply here

because New Mill’s right to transact business in Texas was forfeited. This forfeiture, JR Land

says, left Schain with “no corporate form to cloak [his] conduct under the guise of corporate

action” because New Mill “no longer existed.”

We disagree, for three reasons. First, Texas’s long-arm statute already extends as

far as due process allows. See Goldstein, 690 S.W.3d at 294. The Tax Code can offer no further

constitutionally permissible reach. Therefore, analysis of Texas statutes is beside the point for

purposes of assessing whether due process allows a Texas court to exercise jurisdiction over

Schain for this suit. See id. (“[F]ederal due process requirements shape the contours of Texas

courts’ jurisdictional reach.”); PHC–Minden, 235 S.W.3d at 174 (“[P]ersonal jurisdiction involves

due process considerations that may not be overridden by statutes or the common law.”).

Second, New Mill is formed not under Texas law but under, according to JR Land’s

position and to Schain’s assumption in this appeal, Delaware law. Texas law thus may not govern

whether New Mill’s separate legal existence has ceased. See Tex. Bus. Orgs. Code §§ 1.002(28),

1.102–.105; Armour Pipe Line Co. v. Sandel Energy, Inc., 546 S.W.3d 455, 461 (Tex. App.—

Houston [14th Dist.] 2018, pet. denied); Country Cupboard, Inc. v. Texstar Corp., 570 S.W.2d 70,

72 (Tex. App.—Dallas 1978, writ ref’d n.r.e.). JR Land has provided us no Delaware law to

support a conclusion that New Mill has ceased as a separate legal entity and has provided us no

evidence of Delaware authorities’ having effected the dissolution, termination, winding up, or the

like of New Mill. No evidence shows that New Mill “no longer existed.”

Third, Sections 171.252 and 171.255 do not purport to end the legal separateness

of a business entity so that the entity’s nonresident owner can then be haled into a Texas court.

12
See, e.g., Hardwick v. Austin Gallery of Oriental Rugs, Inc., 779 S.W.2d 438, 441 (Tex. App.—

Austin 1989, writ denied) (saying of forfeiture under relevant statutes that although it affects some

of entity’s privileges, it “does not amount to a forfeiture of the corporation’s charter”),

superseded by statute on other grounds as recognized in Bair Chase Prop. Co. v. S & K Dev. Co.,

260 S.W.3d 133, 140 (Tex. App.—Austin 2008, pet. denied). As we said above, the legal

separateness of a business entity affects liability rules and personal-jurisdiction rules. Liability

rules are distinct from personal-jurisdiction rules. See Michiana Easy Livin’ Country, Inc.

v. Holten, 168 S.W.3d 777, 791 (Tex. 2005); Proppant Sols., LLC v. Delgado, 471 S.W.3d 529,

539 (Tex. App.—Houston [1st Dist.] 2015, no pet.). Their distinction is why the Supreme Court

of Texas has taken pains to distinguish veil-piercing for purposes of liability from veil-piercing for

purposes of personal jurisdiction. See PHC–Minden, 235 S.W.3d at 174.

And their distinction arises at least in part from the requirements of due process.

Even if a Texas factfinder may hold a person to be liable for a claim, that liability still does not

mean that a Texas court appropriately may exercise jurisdiction over the person:

Although the trier-of-fact may ultimately conclude that Kelly and Hofstatter
violated the Texas Trust Fund Act and committed fraud, the mere commission of
an act does not grant Texas courts jurisdiction over the actor. Rather, as we have
frequently emphasized, the requirements of due process must be upheld,
particularly the connection between the defendant, the forum, and the litigation in
the specific jurisdiction context.

The majority in the court of appeals focused on a corporate officer’s potential for
individual liability under the Texas Trust Fund Act . . . . But the mere existence of
a cause of action does not automatically satisfy jurisdictional due process concerns.
A state is powerless to create jurisdiction over a nonresident by establishing a
remedy for a private wrong and a mechanism to seek that relief. Instead,
jurisdictional analysis always centers on the defendant’s actions and choices to
enter the forum state and conduct business. The concept of minimum contacts is
rooted in the notion that a defendant may reasonably be haled into the forum state’s
courts when it purposefully, not randomly or fortuitously, engages in activities

13
there. Thus, merely pleading that Kelly and Hofstatter violated the Texas Trust
Fund Act is not enough; GIC must also plead and, when challenged by the
defendants, present evidence that the Officers’ relevant acts (i.e., those connected
to GIC’s claims) occurred, at least in part, in Texas.

See Kelly, 301 S.W.3d at 660–61 (citations omitted).

Sections 171.252 and 171.255 say nothing of personal jurisdiction. Cf. Hardwick,

779 S.W.2d at 441 (concluding that Section 171.252 is not jurisdictional in the sense that it does

not deprive Texas courts of jurisdiction). Statutes setting forth the consequences of

business entities’ franchise-tax failures to the entities’ members or managers are, in contrast with

statutes generally, to be strictly construed. See Schwab v. Schlumberger Well Surv’g Corp.,

198 S.W.2d 79, 81 (Tex. 1946); Wilburn v. State, 824 S.W.2d 755, 760–62 (Tex. App.—Austin

1992, no writ). And Section 171.252 itself imposes nothing on entity members or managers

because it is Section 171.255 that serves that function. See Tex. Tax Code § 171.252(2); Suntide

Sandpit, Inc. v. H & H Sand & Gravel, Inc., No. 13-11-00323-CV, 2012 WL 2929605, at *3 (Tex.

App.—Corpus Christi–Edinburg July 19, 2012, pet. denied) (mem. op.). Therefore,

Section 171.255’s silence about personal jurisdiction plus the requirement that the statute be

strictly construed together mean that it does not grant personal jurisdiction over a defendant

like Schain:

Section 171.255 does not create a basis for asserting personal jurisdiction over a
nonresident officer or director of an entity that enjoys or once enjoyed corporate
privileges in Texas. Notably, Section 171.255 does not mention jurisdiction in any
way. The “central concern of the inquiry into personal jurisdiction” is “the
relationship among the defendant, the forum, and the litigation.” Even if the
plaintiff proves that the entity’s privileges have been forfeited, that fact only
establishes the potential liability of the entity’s officers or directors, not personal
jurisdiction over those persons. This is because the defendant’s potential liability
to the plaintiff is not dispositive of our personal-jurisdiction inquiry. The crucial
distinction between liability and personal jurisdiction must be observed because
“personal jurisdiction involves due process considerations that may not be

14
overridden by statutes or the common law.” Given the absence of any mention of
jurisdiction in Section 171.255, the important distinction between liability and
personal jurisdiction, and the rule that Section 171.255 should be “strictly
construed,” we conclude that Section 171.255 does not provide an independent
basis for personal jurisdiction over Gross, a nonresident defendant.

ACS Partners, LLC v. Gross, No. 01-11-00245-CV, 2012 WL 1655547, at *4 (Tex. App.—

Houston [1st Dist.] May 4, 2012, no pet.) (mem. op.) (citations omitted); see also Virtual

Healthcare Servs., Ltd. v. Laborde, 193 S.W.3d 636, 644 (Tex. App.—Eastland 2006, no pet.)

(rejecting argument that Section 171.255 supported personal jurisdiction over corporate

shareholder and director: “[N]otice that they may be liable for corporate debts does not justify a

conclusion that nonresident officers and directors could reasonably anticipate being called into a

Texas court. [Corporation] ‘purposefully availed’ itself of the benefits and protections of the laws

of Texas; the same cannot be said of [sole shareholder and director] under the undisputed facts.”).

JR Land counters by arguing that this reading of Sections 171.252 and 171.255

makes them meaningless or superfluous, but we are not persuaded. The canons of statutory

interpretation instructing that all statutory language must be interpreted so that none of it is

rendered meaningless or superfluous must, like all interpretive canons, be applied with judgment,

discretion, and careful regard to context. Ohio Cas. Ins. Co. v. Patterson-UTI Energy, Inc.,

703 S.W.3d 790, 796 (Tex. 2024). That the statutes here do not impose personal jurisdiction on

parties like Schain does not mean that the statutes cannot operate against resident or nonresident

defendants over whom Texas courts do enjoy personal jurisdiction. There is some meaning and

operation for Sections 171.252 and 171.255 in this way.

15
We conclude that allegations a. through g. are New Mill’s (or JR Land’s) contacts

with Texas and not Schain’s and thus are legally insufficient to support personal jurisdiction over

him for this suit.

2

Nor are allegations h. through j. legally sufficient—each is an allegation unrelated

to the operative facts of this suit. See LG Chem. Am., 670 S.W.3d at 347 (plaintiff must show that

defendant’s contacts bear “substantial connection” to operative facts of litigation). Each allegation

concerns business entities other than New Mill or business other than the land-sale agreement that

is the subject of JR Land’s claims. There is no evidence that Schain’s liability for JR Land’s claims

in this suit arose from any of these non-New Mill matters. Therefore, these allegations are legally

insufficient to support specific personal jurisdiction here.

3

The remaining allegations fail one or more of the prior tests or fail the

purposeful-availment test. That Schain may have traveled to Texas for reasons unrelated to New

Mill means that the travel is not sufficiently related to the operative facts of the suit. And if he

traveled to Texas for New Mill’s purposes or for purposes of the Agreement, then that contact with

Texas is New Mill’s rather than his. There is no allegation that he ever committed any tortious or

fraudulent conduct during his travels to Texas. Cf. Ennis v. Loiseau, 164 S.W.3d 698, 707 (Tex.

App.—Austin 2005, no pet.). It also is irrelevant that JR Land is a Texas LLC and is managed by

Texas residents. Those contacts belong to JR Land, not to Schain.

This leaves only the allegations that Schain is an owner and manager in New Mill

and approved its entry into the Agreement in those capacities. Just as with negotiation of the

16
Agreement, his approval of New Mill’s entry into the Agreement is New Mill’s contact and

not his—New Mill is the party to the Agreement alongside JR Land. See Furie Petrol.,

2015 WL 6459606, at *4; Leesboro, 322 S.W.3d at 929. And his ownership interest in New Mill

is legally insufficient. See Schlais, 2012 WL 1499488, at *8 (rejecting argument that shareholder

ownership on its own can support specific personal jurisdiction: “Stock ownership and the related

right of control that stock ownership gives to stockholders are insufficient to destroy the

distinctness of corporate entities for jurisdictional purposes.” (quoting Commonwealth Gen. Corp.

v. York, 177 S.W.3d 923, 925 (Tex. 2005) (per curiam))). The same goes for his management role

in New Mill. See Proppant Sols., 471 S.W.3d at 534, 541, 543 (affirming grant of special

appearance for nonresident even though she was alleged to be officer of defendant entity and to

have been “involved in setting up a logistics chain in Texas to import [product sold by defendant

entity to plaintiff] for ultimate destination in Pleasanton, Texas”); Luxury Travel Source

v. American Airlines, Inc., 276 S.W.3d 154, 165–67 (Tex. App.—Fort Worth 2008, no pet.)

(despite concluding that entity was subject to personal jurisdiction, otherwise concluding that

entity’s sole officer and principal was not subject to personal jurisdiction for lack of

Texas contacts).

* * *

None of JR Land’s allegations about Schain’s contacts with Texas, whether

individually or in aggregate, are legally sufficient to support specific personal jurisdiction over

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him in Texas for this suit. We thus reverse the trial court’s denial of his special appearance and

render judgment dismissing him from the suit.

__________________________________________
Chari L. Kelly, Justice

Before Chief Justice Byrne, Justices Kelly and Ellis

Reversed and Rendered

Filed: June 5, 2026

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