Marc Vinson v. Carlo Civelli and Aster Capital S.A. (LTD) Panama

In The

Court of Appeals

Ninth District of Texas at Beaumont

__________________

NO. 09-24-00182-CV
__________________

MARC VINSON, Appellant

V.

CARLO CIVELLI AND ASTER
CAPITAL S.A. (LTD) PANAMA, Appellees

__________________________________________________________________

On Appeal from the 457th District Court
Montgomery County, Texas
Trial Cause No. 23-11-16535-CV
__________________________________________________________________

MEMORANDUM OPINION

Marc Vinson (“Vinson,” “Appellant” or “Defendant”) filed an interlocutory

appeal from the trial court’s denial of his special appearance. See Tex. Civ. Prac. &

Rem. Code Ann. § 51.014(a)(7). We reverse the trial court’s order denying Vinson’s

special appearance, and we render judgment dismissing claims brought by Carlo

Civelli and Aster Capital S.A. (LTD) Panama (collectively “Appellees” or

“Plaintiffs”) against Vinson for lack of personal jurisdiction.

1
Relevant Background

On November 2, 2023, Carlo Civelli (“Civelli”), a citizen of Switzerland, and

Aster Capital S.A. (LTD) Panama (“Aster Panama”), a Panamanian company owned

by Civelli, filed Plaintiffs’ Original Petition against Vinson for conversion, fraud,

statutory fraud, conspiracy to commit fraud, fraudulent transfer, and constructive

trust. In Civelli and Aster Panama’s Original Petition, they allege that Vinson is a

U.S. citizen with a residence in Singapore and with sufficient contacts with the State

of Texas. Civelli and Aster Panama allege causes of action against Vinson for

conversion, statutory fraud, fraud, and fraudulent transfer relating to a fraudulent

scheme while Vinson was working in Houston for InterOil, a company owned by

Vinson’s uncle, Philippe Mulacek (“Mulacek”). The scheme allegedly involved

Vinson and Mulacek stealing InterOil stock shares held in an account for Aster

Panama at JPMorgan Chase Bank and transferring them to an account at the Bank

of Singapore under the name of Aster Capital, Inc., a Brunei company (hereinafter

“Aster Brunei”). In the Petition, Civelli and Aster Panama also allege causes of

action against Vinson for statutory fraud and fraud based on Vinson’s collaboration

with Mulacek to provide a fraudulent document, labeled “Letter of Wishes[,]” that

addressed Mulacek’s allegations in ongoing litigation between Plaintiffs and

Mulacek in a federal case in the Southern District of Texas.

2
On December 13, 2023, Vinson filed a special appearance arguing that he is

a Singapore resident not subject to personal jurisdiction in Texas, and he attached

evidence in support of his special appearance. Vinson asserts that the case has no

link to Texas, that he is not subject to general jurisdiction because he is not domiciled

in Texas, and that none of the Plaintiffs’ claims arise out of any conduct or tort by

Vinson in Texas. As for Plaintiffs’ claims for conversion, statutory fraud, 1 fraud,

conspiracy to commit fraud, and fraudulent transfer related to Vinson’s alleged

transfer of InterOil shares from Aster Brunei (hereinafter “InterOil Share Theft

Claims”), Vinson argues that Plaintiffs do not explain how the stock transfer

constitutes conduct committed in Texas nor does it show any conduct of Vinson. As

for Plaintiffs’ claims for statutory fraud, fraud, and conspiracy to commit fraud

related to the alleged fraudulent Letter of Wishes in the federal case (hereinafter

“Letter of Wishes Claims”), Vinson argues that Plaintiffs have not alleged that the

facts alleged constitute conduct of Vinson in Texas. The parties filed responsive

pleadings to Vinson’s special appearance.

On December 13, 2023, Vinson filed his Original Answer Subject to Special

Appearance, and his general denial answer stating it is “subject to and without

waiving his Special Appearance[]” and that “[u]nder Texas Rule of Civil Procedure

1
Plaintiffs’ statutory fraud claim is beneficiary of fraud under section 27.01(d)
of the Texas Business and Commerce Code. See Tex. Bus. & Com. Code Ann.
§ 27.01(d).
3
120a(1), this Answer does not waive Defendant’s Special Appearance or subject him

to general jurisdiction in Texas.” On January 5, 2024, Vinson filed his Motion to

Dismiss Under Texas Rule of Civil Procedure 91a and therein he asserts that

Plaintiffs’ claims arising out of allegations of perjury and spoliation have no basis

in law. On the first page of the Rule 91a Motion to Dismiss, Vinson cited and quoted

Rule 91a.8 and noted that “[t]his Motion to Dismiss does not waive Vinson’s Special

Appearance.” The parties subsequently filed responsive pleadings related to the Rule

91a Motion to Dismiss.

Vinson’s Rule 91a Motion to Dismiss was set for a hearing on February 2,

2024, reset for February 9, 2024, and reset again and placed on the trial court’s

submission docket for February 16, 2024. On March 3, 2024, the trial court signed

an Order Denying Vinson’s Motion to Dismiss. On April 16, 2024, the trial court

signed an Order Denying Plaintiffs’ Motion for Continuance of the April 19, 2024

Special Appearance Hearing. The trial court’s order states that it denied the motion

“as moot as the Special Appearance has not been heard prior to motion to transfer or

91a motion[] and thus is violative of due order of hearings.” On April 12, 2024,

Civelli and Aster Panama filed an Amended Petition asserting the same causes of

action against Vinson as in Plaintiffs’ Original Petition. On April 23, 2024, the trial

court signed an Order Denying Vinson’s Special Appearance after “having reviewed

the Special Appearance, all documents in the Court’s file, and the arguments of

4
counsel, if any[.]” Vinson timely filed this interlocutory appeal from the Order

denying his special appearance.

Issues on Appeal

In his first issue, Vinson argues that the trial court abused its discretion in

disregarding Rule 91a.8’s non-waiver provision by finding that Vinson waived his

special appearance by obtaining a ruling on his 91a motion to dismiss before he

obtained a ruling on his special appearance. In his second issue, Vinson challenges

the legal and factual sufficiency of the evidence supporting personal jurisdiction

over Vinson considering that he lives in Singapore and that all his alleged conduct

occurred there.

Standard of Review and Applicable Law

We review the trial court’s ruling on a special appearance, including any

determination of whether the defendant waived his special appearance, under a de

novo standard of review. Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142,

150 (Tex. 2013) (an appellate court reviews whether a court has personal jurisdiction

over a nonresident defendant under a de novo standard of review) (citing Moki Mac

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

Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002) (same); Caviness v. High

Profile Promotions, Inc., No. 03-17-00553-CV, 2019 Tex. App. LEXIS 2735, at *13

(Tex. App.—Austin Apr. 5, 2019, no pet.) (mem. op.) (“We review the trial court’s

5
ruling on a special appearance, including any determination of whether the defendant

waived his special appearance, under a de novo standard of review.”); Global

Paragon Dallas, LLC v. SBM Realty, LLC, 448 S.W.3d 607, 611 (Tex. App.—

Houston [14th Dist.] 2014, no pet.) (“We review de novo whether [the defendant]

waived its special appearance by failing to comply with Rule 120a.”); Moore v.

Pulmosan Safety Equip. Corp., 278 S.W.3d 27, 32 (Tex. App.—Houston [14th Dist.]

2008, pet. denied) (special-appearance waiver determination is reviewed de novo).2

There being no timely filed findings of fact and conclusions of law, “all facts

necessary to support the judgment and supported by the evidence are implied.” BMC

Software, 83 S.W.3d at 795. Implied findings are not conclusive and may be

challenged on appeal for legal and factual sufficiency. Id. When jurisdictional facts

are undisputed, we need not consider any implied findings of fact, and we consider

only the legal question whether the undisputed facts establish Texas jurisdiction. Old

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

Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217, 226 (Tex. 2004); Moncrief

2
We note Vinson cites to this Court’s 2005 opinion in In re M.G.M., 163
S.W.3d 191, 200-01 (Tex. App.—Beaumont 2005, no pet.), for the proposition that
we should apply an abuse of discretion standard of review to the trial court’s ruling
on whether Vinson has waived his special appearance. In light of the Texas Supreme
Court’s application of the de novo standard of review to a trial court’s determination
of whether it has personal jurisdiction over a nonresident defendant as stated in BMC
Software, Moki Mac, and Moncrief Oil, as well as other opinions by our sister courts
subsequent to In re M.G.M., which indicate a de novo standard applies to a waiver
determination, we decline to follow In re M.G.M.
6
Oil Int’l, Inc., 414 S.W.3d at 150 n.4). When reviewing Appellees’ jurisdictional

allegations, we ask only whether the allegations are sufficient to invoke the exercise

of personal jurisdiction over Appellant without regard to the merits of their claims.

See Booth v. Kontomitras, 485 S.W.3d 461, 477 (Tex. App.—Beaumont 2016, no

pet.).

A trial court has personal jurisdiction over a nonresident defendant if the

exercise of jurisdiction is authorized by statute and is consistent with federal and

state constitutional due process guarantees. Moncrief Oil Int’l, Inc., 414 S.W.3d at

149; Spir Star AG v. Kimich, 310 S.W.3d 868, 872 (Tex. 2010); see also Tex. Civ.

Prac. & Rem. Code Ann. § 17.042. The Texas long-arm statute provides that a

nonresident does business in the state if the nonresident commits certain acts in

Texas, including, but not limited to, the following:

(1) contracts by mail or otherwise with a Texas resident and either party
is to perform the contract in whole or in part in this state;
(2) commits a tort in whole or in part in this state; or
(3) recruits Texas residents, directly or through an intermediary located
in this state, for employment inside or outside this state.

Tex. Civ. Prac. & Rem. Code Ann. § 17.042. Although an allegation of jurisdiction

may satisfy the Texas long-arm statute, the allegation may not necessarily satisfy the

United States Constitution. Moncrief Oil Int’l, Inc., 414 S.W.3d at 149. As a result,

even if a court determines that facts satisfy the Texas long-arm statute, the court

must also examine the facts to determine whether the exercise of personal

7
jurisdiction over the defendant comports with due process. See CSR Ltd. v. Link, 925

S.W.2d 591, 594 (Tex. 1996).

Asserting personal jurisdiction over a nonresident defendant comports with

due process when (1) the nonresident defendant has minimum contacts with the

forum state, and (2) asserting jurisdiction comports with traditional notions of fair

play and substantial justice. Retamco Operating, Inc. v. Republic Drilling Co., 278

S.W.3d 333, 338 (Tex. 2009). The minimum contacts analysis requires “‘some act

by which the defendant purposefully avails itself of the privilege of conducting

activities within the forum state, thus invoking the benefits and protections of its

laws.’” Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 784 (Tex.

2005) (quoting Hanson v. Denckla, 357 U.S. 235, 253 (1958)). The focus is on the

defendant’s activities and expectations. Am. Type Culture Collection, Inc. v.

Coleman, 83 S.W.3d 801, 806 (Tex. 2002). Only the defendant’s contacts with the

forum are relevant, not the unilateral activity of another party or a third person. Moki

Mac, 221 S.W.3d at 575; see also Walden v. Fiore, 571 U.S. 277, 291 (2014) (“[I]t

is the defendant, not the plaintiff or third parties, who must create contacts with the

forum State.”).

A defendant’s contacts may support either general jurisdiction or specific

jurisdiction. See Moncrief Oil Int’l, Inc., 414 S.W.3d at 150; Zinc Nacional, S.A. v.

Bouche Trucking, Inc., 308 S.W.3d 395, 397 (Tex. 2010). Continuous and

8
systematic contacts with Texas may support general jurisdiction, while specific

jurisdiction exists when the cause of action arises out of or relates to specific

purposeful activities of the defendant in Texas. Moncrief Oil Int’l, Inc., 414 S.W.3d

at 150. 3

Specific jurisdiction exists where there is evidence that the defendant

purposefully availed itself of the forum’s jurisdiction by contacts or activities in the

forum state, and the cause of action arises from or relates to those contacts or

activities. Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 359-60

(2021); Retamco Operating, Inc., 278 S.W.3d at 338 (citing Burger King Corp. v.

Rudzewicz, 471 U.S. 462, 472 (1985)); BMC Software, 83 S.W.3d at 795-96.

Specific jurisdiction involves a “claim-by-claim” analysis that focuses on the

relationship between the defendant, the forum state, and the operative facts of the

litigation. State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 413 (Tex. 2023)

(quoting Moncrief Oil Int’l, Inc., 414 S.W.3d at 150). However, a court need not

assess contacts on a claim-by-claim basis if all claims arise from the same forum

contacts. Moncrief Oil Int’l, Inc., 414 S.W.3d at 150-51. There must be a substantial

connection between the defendant’s contacts and the operative facts of the litigation.

Id. at 156. We apply three considerations to determine purposeful availment:

3
Because Plaintiffs only asserted specific jurisdiction as a basis for personal
jurisdiction over Appellant, we need not discuss general jurisdiction and limit our
discussion and analysis to specific jurisdiction.
9
• “[O]nly the defendant’s contacts with the forum are relevant, not the
unilateral activity of another party or a third person”;
• “The contacts relied upon must be purposeful,” not “random,
fortuitous, or attenuated”; and
• The defendant “must seek some benefit, advantage[,] or profit by
availing itself of [Texas’s] jurisdiction.”

See Volkswagen Aktiengesellschaft, 669 S.W.3d at 413-14 (quoting Moncrief Oil

Int’l, Inc., 414 S.W.3d at 151). “Where the defendant has ‘deliberately’ engaged in

significant activities within a state, he ‘manifestly has availed himself of the

privilege of conducting business there.’” Luciano v. SprayFoamPolymers.com, LLC,

625 S.W.3d 1, 9 (Tex. 2021) (quoting Burger King Corp., 471 U.S. at 475-76).

The plaintiff bears the initial burden of pleading allegations sufficient to

confer jurisdiction. Id. at 8. The burden then shifts to the defendant to negate all

bases of jurisdiction in the allegations. Id. The plaintiff defines the scope and nature

of the lawsuit, so the defendant’s corresponding burden to negate jurisdiction is tied

to the allegations in the plaintiff’s pleading. Kelly v. Gen. Interior Constr., Inc., 301

S.W.3d 653, 658 (Tex. 2010).

The defendant can negate jurisdiction on either a factual or legal basis.
Factually, the defendant can present evidence that it has no contacts
with Texas, effectively disproving the plaintiff’s allegations. The
plaintiff can then respond with its own evidence that affirms its
allegations, and it risks dismissal of its lawsuit if it cannot present the
trial court with evidence establishing personal jurisdiction. Legally, the
defendant can show that even if the plaintiff’s alleged facts are true, the
evidence is legally insufficient to establish jurisdiction[.]

10
Id. at 659 (footnotes omitted). To bring a defendant within reach of the Texas long-

arm statute for a tort claim, the plaintiff needs to plead that the defendant committed

tortious acts in Texas. Id. at 658-59; see also Tex. Civ. Prac. & Rem. Code Ann. §

17.042(2). Specific jurisdiction must turn on a defendant’s contacts, not where the

defendant “directed a tort.” Michiana Easy Livin’ Country, Inc., 168 S.W.3d at 789-

90. The concept that a defendant may be subject to specific jurisdiction in Texas

based solely on allegations that he committed tortious activity in another state was

considered and rejected in Michiana. See id. at 790-92.

Waiver

In issue one, Vinson argues that the trial court erred in determining that

Vinson waived his special appearance by obtaining a ruling on his Rule 91a motion

to dismiss before a ruling on his special appearance. According to Vinson, Rule

91a.8 expressly provides that a party filing a Rule 91a motion to dismiss or obtaining

a ruling on the motion does not waive a special appearance. Appellees argue that

Vinson waived his special appearance because he filed a motion to dismiss and a

special appearance and requested and obtained a hearing on the motion to dismiss

before requesting a hearing on the special appearance. Appellees argue that Vinson

violated the due-order-of-hearing requirement under Rule 120a of the Texas Rules

of Civil Procedure. Appellees contend that Rule 91a does not address the due-order-

11
of-hearing rule and none of its language suggests the rule was intended to circumvent

the due-order-of-hearing requirement.

Rule 120a of the Texas Rules of Civil Procedure provides the procedure by

which a nonresident defendant may challenge personal jurisdiction in a Texas court.

Tex. R. Civ. P. 120a; Trenz v. Peter Paul Petroleum Co., 388 S.W.3d 796, 800 (Tex.

App.—Houston [1st Dist.] 2012, no pet.); see also Goldstein v. Sabatino, 690

S.W.3d 287, 294-95 (Tex. 2024). However, a challenge to the trial court’s personal

jurisdiction may be waived by either making a general appearance or by failing to

timely challenge the trial court’s jurisdiction. Reata Constr. Corp. v. City of Dallas,

197 S.W.3d 371, 379 (Tex. 2006) (Brister, J., concurring) (citing Tex. R. Civ. P.

120a; Hilburn v. Jennings, 698 S.W.2d 99, 100 (Tex. 1985)). Rule 120a provides,

“Every appearance, prior to judgment, not in compliance with this rule is a general

appearance.” Tex. R. Civ. P. 120a(1). The Texas Supreme Court has “held that a

party enters a general appearance when it (1) invokes the judgment of the court on

any question other than the court’s jurisdiction, (2) recognizes by its acts that an

action is properly pending, or (3) seeks affirmative action from the court.” Exito

Elecs. Co. v. Trejo, 142 S.W.3d 302, 304 (Tex. 2004) (per curiam) (citing Dawson-

Austin v. Austin, 968 S.W.2d 319, 322 (Tex. 1998)). Rule 120a also provides that a

challenge to the jurisdiction under the rule “shall be heard and determined before a

motion to transfer venue or any other plea or pleading may be heard.” Tex. R. Civ.

12
P. 120a(2). This is known as the due-order-of-hearing requirement. See Wales v.

Ruppert, No. 09-17-00080-CV, 2018 Tex. App. LEXIS 1100, at **7-10 (Tex.

App.—Beaumont Feb. 8, 2018, pet. denied) (mem. op.) (no violation of the due-

order-of-hearing requirement when record showed that the defendant’s live

testimony was during the hearing on the defendants’ special appearance and not

during the hearing on motion to transfer venue and the motion to transfer venue was

substantively addressed after the trial court addressed the special appearance) (citing

Tex. R. Civ. P. 120a(2)); First Oil PLC v. ATP Oil & Gas Corp., 264 S.W.3d 767,

776-77 (Tex. App.—Houston [1st Dist.] 2008, pet. denied) (citing Tex. R. Civ. P.

120a(2)); Trejo, 142 S.W.3d at 304. Under the due-order-of-hearing requirement,

generally a party that asserts a special appearance, but seeks affirmative action from

the trial court that is inconsistent with its assertion that the trial court lacks

jurisdiction before the special appearance is both heard and determined, waives its

special appearance. Global Paragon Dallas, LLC, 448 S.W.3d at 612-13; Trenz, 388

S.W.3d at 802-03.

That said, Rule 91a.8 expressly provides the following:

Rule 91a.8. Effect on Venue and Personal Jurisdiction[]

This rule is not an exception to the pleading requirements of Rules 86
and 120a, but a party does not, by filing a motion to dismiss pursuant
to this rule or obtaining a ruling on it, waive a special appearance or a
motion to transfer venue. By filing a motion to dismiss, a party submits
to the Court’s jurisdiction only in proceedings on the motion and is

13
bound by the court’s ruling, including an award of attorney fees and
costs against the party.

Tex. R. Civ. P. 91a.8. The notes to Rule 91a.8 state the rule was added by the Texas

Supreme Court, Misc. Docket No. 13-9022, effective March 1, 2013 and Amended

by Texas Supreme Court, Misc. Docket No. 19-9053, effective September 1, 2019.

By its plain language, Rule 91a.8 expressly states that by filing a Rule 91a motion

to dismiss or obtaining a ruling on it, a party does not waive a special appearance.

See id. Vinson filed his Rule 91a motion to dismiss after he had filed his special

appearance. The record before us shows he obtained a ruling by submission on his

Rule 91a motion to dismiss before he had a hearing on and obtained a ruling on his

special appearance.

In arguing that Vinson violated the due-order-of-hearing requirement under

Rule 120a of the Texas Rules of Civil Procedure, Appellees rely on Klingenschmitt

v. Weinstein, 342 S.W.3d 131, 132-35 (Tex. App.—Dallas 2011, no pet.).

Klingenschmitt, however, was decided prior to the Texas Supreme Court’s adoption

of Rule 91a.8. We are aware of no case law, nor do the parties cite any, discussing

whether the due-order-of-hearing requirement has been affected by Rule 91a.8. We

conclude that the plain language in Rule 91a.8 eliminates the due-order-of-hearing

requirement within Rule 120a as to a Rule 91a motion, and we decline to follow

Klingenschmitt.

14
As noted above, in the trial court’s Order Denying Vinson’s Special

Appearance, the trial court did not provide a basis for denying Vinson’s special

appearance. That said, seven days prior to the signing of that Order, the trial court

signed an Order Denying Plaintiffs’ Motion for Continuance of the April 19, 2024

Special Appearance Hearing stating that the motion was “moot as the Special

Appearance has not been heard prior to motion to transfer or 91a motion, and thus

is violative of due order of hearings.”

Rule 91a.8 states that by “filing a [Rule 91a] motion to dismiss . . . or

obtaining a ruling on it, [a party does not] waive a special appearance.” Tex. R. Civ.

P. 91a.8 (emphasis added). Accordingly, the trial court erred when it stated that

Vinson violated the due-order-of-hearing requirement. We sustain issue one. That

said, we still must reach Vinson’s second issue because we must still determine

whether the trial court lacked personal jurisdiction over Vinson.

Personal Jurisdiction

In his second issue, Vinson asserts that the trial court lacked personal

jurisdiction over him in Texas. Specifically, Vinson argues that Appellees’ Letter of

Wishes claims and Appellees’ InterOil Share Theft claims do not confer specific

jurisdiction over Vinson because they do not substantially relate to any purposeful

15
Texas conduct by Vinson. 4 Appellees argue that sufficient facts support the trial

court’s exercise of personal jurisdiction over Vinson, and jurisdiction over Vinson

comports with traditional notions of fair play and substantial justice. The Appellees

do not argue the trial court had general jurisdiction, so we limit our discussion to a

review applying principles of specific personal jurisdiction.

Plaintiffs’ Jurisdictional Allegations

We first must determine whether Plaintiffs have met their initial burden of

pleading sufficient allegations to bring Vinson, a nonresident defendant, within the

jurisdiction of a Texas court. See Moncrief Oil Int’l, Inc., 414 S.W.3d at 149; Kelly,

301 S.W.3d at 658; Retamco Operating, Inc., 278 S.W.3d at 337; Booth, 485 S.W.3d

at 476. In the “Factual Background” section of Plaintiffs’ First Amended Petition,5

Plaintiffs include the following jurisdictional allegations related to specific

jurisdiction: 6

4
On appeal, Vinson does not argue that asserting jurisdiction over him would
violate traditional notions of fair play and substantial justice. Accordingly, we do
not include a discussion of that requirement.
5
As noted above, Plaintiff’s First Amended Petition was the live pleading on
file with the trial court at the time the trial court denied Vinson’s special appearance.
6
Plaintiffs also pleaded the following additional jurisdictional allegations that
are not pertinent to our specific jurisdiction analysis.
[] Defendant is a United States citizen and former long-term
Texas resident who now lives in Singapore. Defendant grew up in
Montgomery County, Texas, and he attended college at Sam Houston
State University in Huntsville, Texas. Defendant’s mother, Michelle
Mulacek, resides in The Woodlands and Defendant comes to The
Woodlands for as long as six weeks at a time. Marc Vinson is now
16
[] Plaintiff Carlo Giuseppe Civelli (“Civelli”) is a citizen of
Switzerland.
[] Plaintiff Aster Capital S.A. (LTD) Panama (Aster Panama) is a
company registered in Panama, whose sole beneficial owner and
director was, at all material times, and is now Civelli.
[] The Defendant Marc Vinson is a U.S. citizen with a residence in
Singapore and he has sufficient contacts with the State of Texas for this
Court to exercise personal jurisdiction over him pursuant to the Long
Arm Statute, Texas Civil Practice and Remedies Code § 17.042.
....
[] Defendant’s Ties to Texas.
....
[] . . . . Marc Vinson committed a tort in whole or in part in Texas,
when Marc Vinson engaged in a fraudulent scheme with Mulacek to
steal InterOil shares held in the PIE Group LLC #3 c/o Aster Capital
S.A. account at JPMorgan Chase for Plaintiff, Aster Panama. These
shares were transferred to an account at the Bank of Singapore (“BOS”)
under the name of Aster Capital, Inc. (a Brunei company, hereafter
“Aster Brunei”). Aster Brunei was created in October of 2013, two

employed by Asian Oil & Gas, one of Phillippe Mulacek’s [] many
companies. He offices with Mulacek and maintains corporate records
for the Mulacek companies.
[] Defendant has been employed by or [is] a member in numerous
entities with offices in The Woodlands, Texas. Marc Vinson worked
for InterOil at its Houston office. InterOil was founded by Marc
Vinson’s uncle, Mulacek, who was its CEO and Director from
inception in 1996 to 2013. Mark Vinson worked for InterOil from 2011
to 2013, when Mulacek left InterOil and started Asian Oil and Gas.
[] When in Texas, Defendant works out of the offices of Mineral
Resources Partners and Energy Evolution Fund at 25025 I-45, Suite
420, The Woodlands, Texas, in Montgomery County (“the Texas
Office”). Marc Vinson is a Man[a]ger of Mineral Resources Partners &
Acquisitions, Mineral Resources Partners (a Texas Limited Liability
Company), Mineral Resources Holdings, LLC, Mineral Resources WI
Wells, LLC, and Energy Evolution Master Fund (a Cayman Islands
Hedge fund), located at the Texas Office. Marc Vinson is Treasurer of
Mineral Resources Acquisition Corporation, located at the Texas
Office.

17
months before the share transfer and dissolved in 2017 after it served
its purpose to receive the shares, trade the shares, and liquidate them. It
has no relationship to Plaintiff, Aster Panama and used the name
“Aster” to perpetrate the theft of the shares. Marc Vinson was
personally involved with Aster Brunei and its account at BOS.
[] Marc Vinson also committed a tort in whole or in part in Texas
by collaborating with Mulacek to provide a fraudulent document in
ongoing litigation between Plaintiffs and Mulacek in the U.S. District
Court in Houston, Texas (“the S.D. Texas case”). The document was
produced in the S.D. Texas case in Houston, Texas. Marc Vinson
testified under oath that he found the document, labeled “Letter of
Wishes”, addressing all of Mulacek’s allegations in the S.D. Texas
case, on December 11, 2020 at 10:12 pm. in Mulacek’s office in
Singapore. This was untrue. Closed circuit TV footage for the location
where Marc Vinson says he found the letter shows Marc Vinson had
left the building at least two hours before. Additionally, the document
produced was a pdf created at 7:26 pm on December 11, 2020. After
the Court in the S.D. Texas case ordered Marc Vinson to turn over his
computer for forensic examination, Marc Vinson deleted 83 documents
while in Texas in the two days prior to turning the computer over to the
forensic examiner on December 2, 2021. Similarly, Mulacek deleted
235 documents in the few days before turning over his computer in
Texas on January 15, 2022. The investigation of these deletions is
ongoing.
[] Marc Vinson and Mulacek also failed to produce hundreds of
thousands of pages of documents in the S.D. Texas case, a number of
which revealed Marc Vinson’s engagement in the fraud. These
documents were only discovered and provided to Plaintiffs this year as
a result of the Court-ordered imaging and examination of Marc Vinson
and Mulacek’s computers.
....
[] Vinson’s liability arises directly out of his role in the theft of
InterOil Corporation shares sent by plaintiffs to a Texas attorney, Dale
Dossey, to be held in trust. The shares were exchanged for other shares,
also to be held in trust, and those shares were placed in a JPMorgan
account, managed by that Texas attorney, Dale Dossey, and Texas
citizen and resident, Philippe Mulacek. These shares were transferred
from an account of a Texas company at JPMorgan to an account at the
Bank of Singapore for Aster Capital Inc., a Brunei company, which was
created only two months before and for the purpose of receiving the
18
shares. Marc assisted in the creation of this company, Aster Capital Inc.
(Aster Brunei) which had the same name as Plaintiff[] [Civelli’s]
company, Aster Capital S.A. (Aster Panama). The shares of Aster
Brunei were held by a nominee, Tanaldi Ltd, whose sole director was
Mark Vinson. The director of Aster Brunei was Greenland Limited,
whose sole shareholder was Heritage Trust. Marc Vinson denies he was
the director of Heritage Trust, but he signed documents as director. The
purpose of using a copycat company, Aster Brunei – Phil Mulacek and
Marc Vinson. Marc Vinson was a signatory on the Bank of Singapore
account of Aster Brunei, and transferred funds from that account to
himself and others. This theft of shares has its genesis in Texas, and
Marc Vinson was intricately involved.
....
[] In addition to his role in Aster Brunei, Defendant also provided
a false document in the S.D. Texas case. This document is called the
Letter of Wishes. On December 11, 2020, Mulacek produced the Letter
of Wishes, at 7:06 p.m., over three years after this lawsuit was filed,
five months after the deadline for document production, and on the last
day for fact witness depositions. The letter purports to be signed by
Carlo Civelli on May 22, 2012, and to address every contention of the
Mulacek parties in this case.
[] In his deposition in the S.D. Texas case, Marc Vinson lied
about being in Texas at the same time as Philippe Mulacek in
November of 2020, just before the Letter of Wishes was produced.
Then Marc Vinson lied more. He testified he found the Letter of Wishes
on December 11, 2020 at about 10:12 p.m. after searching Phil
Mulacek’s Singapore office for about three hours, but the testimony is
false. The scanned Letter of Wishes has [a] file path[] [indicating that
it] was scanned December 11, 2020 [] at 7:27:46 pm[]. Moreover the
CCTV footage for the office building shows that Marc Vinson left the
office at 7:55 p.m. that evening.

After examining each cause of action pleaded by Plaintiffs, other than the allegations

in the “Factual Background” section of the Petition, and the provisions cited above,

the only other part of the Petition mentioning any conduct by Vinson related to Texas

includes the following:

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[] Count 3: Fraud
....
[] Defendant provided a false document in ongoing litigation in
Texas, the Letter of Wishes, that addresses every contention of the
Mulacek parties in the S.D. Texas case.
[] Specifically, Defendant lied about when he purported to find
the Letter of Wishes. Instead, the story about how it was found and the
Letter of Wishes were fraudulently created by Marc Vinson and
Mulacek for purposes of the S.D. Texas case.
[] Defendant had actual awareness of the falsity of the Letter of
Wishes at the time that he provided it for use in the Texas case.
[] As a direct result of Defendant providing the Letter of Wishes
to his uncle, Mulacek, the Court in the S.D. Texas case ordered the
parties to engage in discovery for the specific purpose of determining
whether the Letter of Wishes was authentic.
....
[] Count 3: Conspiracy to Commit Fraud
....
[] Defendant Marc Vinson conspired with Mulacek to commit
fraud by assisting Mulacek with producing a fraudulent document—the
Letter of Wishes—in the S.D. Texas case and by failing to disclose the
conversion of the Loan Shares contrary to the promise or representation
that the shares would be returned.
[] Defendant had actual awareness of the falsity of the Letter of
Wishes at the time that he provided it for use in the [S.D.] Texas case
and of the conversion of the shares.

The InterOil Share Theft Claims

As for Plaintiffs’ conversion claim relating to Vinson’s alleged transfer of

InterOil shares, Plaintiffs allege in the Petition that in 2013, Vinson “converted

Plaintiffs’ Loan Shares each time he transferred portions of Plaintiffs’ shares out of

Aster Brunei and through his management of Aster Brunei assets” and that Vinson

“wrongfully exercised dominion and control over the Loan Shares” and acted

fraudulently. As for Plaintiffs’ statutory fraud claim related to Vinson’s alleged
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transfer of InterOil shares, Plaintiffs allege in their Petition that Vinson “benefited

from Mulacek and his own fraud against Plaintiffs by receiving transfers of

Plaintiffs’ assets from Aster Brunei and by receiving additional financial gain from

the use of Plaintiffs’ assets[,]” that Vinson “had actual awareness of the falsity of

Mulacek’s representation or promise to Civelli that Civelli’s Loan Shares would be

returned[,]” and that Vinson “benefitted from the false representation or promise by

receiving proceeds personally from the Aster Brunei BOS account.” As for

Plaintiffs’ fraudulent transfer claims related to Vinson’s alleged transfer of InterOil

shares, Plaintiffs allege that each time Vinson transferred the Loan Shares or assets

out of Aster Brunei, he made a fraudulent transfer under the Texas Uniform

Fraudulent Transfer Act.

When assessing specific jurisdiction, we focus on the relationship between

Vinson, Texas, and the operative facts of the litigation. See Volkswagen

Aktiengesellschaft, 669 S.W.3d at 413. We look only to Vinson’s contacts with the

forum to determine if Vinson purposefully availed himself of the privilege of doing

business in Texas. See Moncrief Oil Int’l, Inc., 414 S.W.3d at 151 (“[O]nly the

defendant’s contacts with the forum are relevant . . . .”). We do not determine

whether the alleged transfer of the shares was in fact fraudulent, as that relates to the

merits of the lawsuit. See Old Republic, 549 S.W.3d at 563. None of the specific

allegations by Plaintiffs as to the InterOil Share claim alleges that the transfer was

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accomplished by any conduct by Vinson in Texas. However, in the “Factual

Background” section of the Petition, incorporated into Plaintiffs’ claim-by-claim

allegations, Plaintiffs do allege that InterOil is a company founded by Mulacek and

located in Houston, Texas; that Vinson was previously employed by InterOil; and

that:

Marc Vinson committed a tort in whole or in part in Texas, when Marc
Vinson engaged in a fraudulent scheme with Mulacek to steal InterOil
shares held in the PIE Group LLC #3 c/o Aster Capital S.A. account at
JPMorgan Chase for Plaintiff, Aster Panama. These shares were
transferred to an account at the Bank of Singapore (“BOS”) under the
name of Aster Capital, Inc. (a Brunei company, hereafter “Aster
Brunei”). Aster Brunei was created in October of 2013, two months
before the share transfer and dissolved in 2017 after it served its
purpose to receive the shares, trade the shares, and liquidate them. It
has no relationship to Plaintiff, Aster Panama and used the name
“Aster” to perpetrate the theft of the shares. Marc Vinson was
personally involved with Aster Brunei and its account at BOS.

Plaintiffs allege that Vinson was involved in a fraudulent scheme with Mulacek to

steal InterOil shares; that the theft of shares had its genesis in Texas; that Vinson

was “intricately involved[;]” that Vinson assisted in creating a company in Brunei –

Aster Brunei—as a “copycat company” of Aster Panama with an account at the Bank

of Singapore; and that after the InterOil shares had been transferred to the Aster

Brunei account, Vinson transferred shares from the Aster Brunei account in

Singapore to himself and others.

As to Plaintiffs’ InterOil Share claims, Plaintiffs fail to assert any purposeful

contacts by Vinson with Texas that are substantially connected to the operative facts
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of the litigation. Instead, Plaintiffs generally allege that Vinson had prior

connections to Texas and an ongoing connection with Mulacek while Vinson resided

in Singapore, and that he was part of a fraudulent scheme with Mulacek that

originated in Texas and that Vinson created the entity that had an account at the Bank

of Singapore that received the InterOil shares. Even if we assume those allegations

are true, we conclude Plaintiffs failed to plead facts which establish that Vinson had

sufficient contacts and activity in and with Texas or that he purposefully availed

himself of the privilege of conducting activities within Texas. See Moncrief Oil Int’l,

Inc., 414 S.W.3d at 151; Michiana Easy Livin’ Country, Inc., 168 S.W.3d at 784.

In response to Vinson’s special appearance and on appeal, Plaintiffs argue

that Vinson’s physical location in Singapore is not controlling. Plaintiffs emphasize

the following in arguing that Vinson’s acts constitute a substantial connection with

Texas to support specific jurisdiction: the alleged fraudulent transfer of the InterOil

shares originated in Texas; the shares were a Texas-based asset; and that Vinson

worked with Mulacek, a Texas resident, to receive the shares of a company operating

out of The Woodlands, Texas and the shares were held in a JPMorgan bank account

managed by Texas residents Mulacek and Dale Dossey under the name of an entity

controlled by Mulacek and operating out of The Woodlands, Texas; Vinson

controlled the shares sent to Singapore and his receipt of the shares in Singapore

from Texas was not merely a fortuitous connection with Texas; and Vinson derived

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profit from the shares he received from Texas thereby creating a continuing

connection with Texas.

Plaintiffs cite to Old Republic National Title Ins. Co. v. Bell, 549 S.W.3d 550

(Tex. 2018), Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333, 338

(Tex. 2009), and Trigeant Holdings, Ltd. v. Jones, 183 S.W.3d 717 (Tex. App.—

Houston [1st Dist.] 2005, pet. denied), in support of their argument that, as to their

fraudulent transfer and statutory claims, Vinson’s contacts with Texas were

purposeful because he was knowingly involved in a scheme and fraudulently

received Texas-based assets (the InterOil shares). As for their conversion claim,

Plaintiffs argue on appeal that the claim arises from the same operative facts as the

fraudulent transfer and statutory fraud claims and that Vinson purposefully availed

himself of the privileges and laws of Texas because the shares he converted came

from a Texas trustee, PIE Group.

In Old Republic, the Texas Supreme Court addressed whether personal

jurisdiction existed against defendant Goldsmith who was allegedly a knowing

participant in a fraudulent transfer scheme involving co-defendant Bell transferring

to Goldsmith the proceeds from Bell’s sale of a house and Goldsmith depositing the

funds in her account in Louisiana. 549 S.W.3d at 563. Old Republic relied on

Retamco Operating, Inc. and Trigeant Holdings, Ltd. in arguing that Texas courts

have consistently found personal jurisdiction over a “knowing participant” in a

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fraudulent-transfer scheme. See id. The Texas Supreme Court distinguished those

two cases and explained:

We distinguish both of those cases because both involve the transfer of
Texas-based assets to an out-of-state defendant, rather than the transfer
of money, a fungible asset. Retamco Operating, Inc. involved the
allegedly fraudulent transfer of oil and gas interests in Texas to a
California corporation. 278 S.W.3d at 336. We held that “by taking an
assignment of Texas real property, [the California corporation] reached
out and created a continuing relationship in Texas.” Id. at 339.
Similarly, Trigeant Holdings, Ltd. involved the allegedly fraudulent
transfer of an interest in a Corpus Christi refinery to two Florida
entities. 183 S.W.3d at 722. The court of appeals in that case affirmed
the trial court’s exercise of personal jurisdiction, holding that “[b]y
participating in a Texas transaction involving the transfer of Texas
based assets to allegedly defraud a Texas resident, the [Florida entities]
purposefully availed [themselves] of the benefits and privileges of
conducting business in Texas.” Id. at 728. Thus, the determining facts
in both cases were not simply the allegedly fraudulent transfers, but
instead the transfers of Texas-based business operations and real
property, which derive profit from Texas and create continuing
connection with the state.
This case might have mirrored those cases if Bell had transferred
an interest in the house itself to Goldsmith; however, she transferred a
fungible asset—money—with no continuing presence in Texas, and the
mere act of accepting the transfer of money drawn on a Texas bank is
“of negligible significance for purposes of determining whether [a
foreign defendant] had sufficient contacts in Texas.” Helicopteros
Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 416-17 (1984). . . .
Thus, even if Goldsmith’s receipt of funds were part of an elaborate
fraudulent-transfer scheme, her contacts do not establish purposeful
availment of the state of Texas, and the appropriate judicial forum to
address Old Republic’s claims against Goldsmith is Louisiana.

Id. at 563-64.

Here, even if Vinson’s receipt of the InterOil shares in Singapore was part of

a fraudulent transfer scheme, even if he benefitted from the fraudulent transfer, and
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even if he wrongfully exercised dominion and control over those shares, the shares

of stock are a fungible asset with no continuing presence in Texas and his contacts

as pleaded by Plaintiffs do not demonstrate that Vinson has purposefully availed

himself of the benefits and protections of Texas law. See id.; Michiana Easy Livin’

Country, Inc., 168 S.W.3d at 788 (“[F]inancial benefits accruing to the defendant

from a collateral relation to the forum State will not support jurisdiction if they do

not stem from a constitutionally cognizable contact with that State.”); see also, e.g.,

In re Argyll Equities, LLC, 227 S.W.3d 268, 270 n.2 (Tex. App.—San Antonio 2007,

orig. proceeding) (recognizing stock shares electronically transferred as fungible

assets). “The mere existence or allegation of a conspiracy directed at Texas is not

sufficient to confer jurisdiction.” See Old Republic, 549 S.W.3d at 560. Also, the

fact that Vinson allegedly was involved in the scheme with a Texas resident

(Mulacek) is insufficient to confer personal jurisdiction over Vinson. See id. at 565.

Accordingly, as to Plaintiffs’ InterOil Share Theft claims, we conclude that Plaintiffs

have not met their initial burden of pleading sufficient purposeful contacts by Vinson

with Texas to confer specific jurisdiction over Vinson.

The Letter of Wishes Claims

Plaintiffs’ claims against Vinson for fraud, conspiracy to commit fraud, and

statutory fraud are based on allegations that Vinson and Mulacek conspired with

each other to fraudulently create the “Letter of Wishes,” which was then produced

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by Mulacek in a federal case in Texas, that Vinson gave a deposition from Singapore

in the federal case, and that Vinson allegedly lied during his deposition in Singapore

about when he was in Texas and about how or when he found the “Letter of Wishes”

that Vinson sent to Mulacek. Plaintiffs assert that Texas was clearly the focus of the

activities of Vinson; and, that Vinson “intentionally targeted Texas” by fabricating

a fraudulent document for the sole purpose of providing it to a court physically

located in Texas for active Texas litigation and to further his scheme to defraud

Civelli and Aster Panama. According to Plaintiffs, Vinson perjured himself in his

deposition for the ongoing federal litigation in the State of Texas, and Vinson

necessarily directed such action at the Texas federal court where the litigation is

taking place.

Even if it is true that Vinson was involved with Mulacek in producing a

fraudulent document (the Letter of Wishes) which was then provided to a federal

court in Texas and assuming Vinson lied while he was in Singapore giving his

deposition which was taken in connection with the federal suit to which Vinson was

not a party and that was pending in a Texas court, these allegations do not constitute

sufficient “contacts” to attach specific jurisdiction over Vinson. See Booth, 485

S.W.3d at 487 (the relationship between defendants’ alleged contacts with Texas and

the operative facts of plaintiff’s tort claims is too attenuated to establish specific

jurisdiction over any of the defendants). And, as for Plaintiffs’ argument that Vinson

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directed a tort at the Texas federal court, the Texas Supreme Court has rejected an

approach to specific jurisdiction that turns on where a defendant “directed a tort”

rather than on the defendant’s contacts. See Old Republic, 549 S.W.3d at 565.

We conclude the trial court erred in failing to grant the special appearance.7

We sustain issue two.

Conclusion

We reverse the trial court’s order denying Vinson’s special appearance, and

we render judgment dismissing Appellees’ claims against Vinson for lack of

personal jurisdiction.

REVERSED AND RENDERED.

LEANNE JOHNSON
Justice

Submitted on May 16, 2025
Opinion Delivered February 12, 2026

Before Golemon, C.J., Johnson and Wright, JJ.

7
Having determined that Vinson does not have sufficient minimum contacts
with Texas, we need not address whether those contacts “compl[y] with traditional
notions of fair play and substantial justice.” Moncrief Oil Int’l, Inc. v. OAO
Gazprom, 414 S.W.3d 142, 149-50 (Tex. 2013) (citations omitted).
28