KBH Trade, LLC v. Holland Astor Associates, Ltd et al

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
KBH TRADE, LLC,
Plaintiff,
v.
HOLLAND ASTOR ASSOCIATES, LTD,
et al.,
Defendants.
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CIVIL ACTION NO. H-25-4957
MEMORANDUM AND OPINION
This lawsuit arises out of transactions between KBH Trade, LLC, a Virginia LLC, and
Holland Astor Associates Limited, a British company. 	KBH asserts a variety of claims against
Holland Astor, primarily based on breach of contract and fraud. (Docket Entry No. 1-5). Holland
Astor has moved to dismiss based on lack of personal jurisdiction, insufficient service of process,
and forum non conveniens. (Docket Entry No. 4). After reviewing the pleadings, the motion and
response, the record, oral argument, and the applicable law, the court grants the motion to dismiss,
without prejudice. The reasons for this ruling are set out below.
I. 	Background
KBH filed this suit in Texas state court in August 2025. 	(Docket Entry No. 1-5). 	The
petition alleges that on November 21, 2024, KBH and Holland Astor entered into an asset
acquisition and client management agreement for the purpose of acquiring and managing a standby
letter of credit. 	(Docket Entry No. 1-5 ¶ 11). 	KBH alleges that under the agreement, Holland
Astor was required to pay KBH $400,000—what KBH calls “the Advance”—at the time of
monetization. 	(Id. ¶ 12). As part of the transactions, in November 2024, KBH allegedly wired
United States District Court
Southern District of Texas
ENTERED
June 29, 2026
Nathan Ochsner, Clerk
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Holland Astor $100,000. (Docket Entry No. 5-2). The account address Holland Astor provided
for the wire transfer was 2800 Post Oak Blvd., Houston, Texas. (Id.). KBH’s petition alleges that
Holland Astor did not pay the $400,000 Advance and did not provide any evidence that it even
exists. (Docket Entry No. 1-5 ¶ 13).
On December 16, 2025, the parties also entered into a Deed of Agreement for the purpose
of placing the proceeds from the standby letter of credit into a private placement trade platform
under a contract between Holland Astor and Merrill Lynch. 	(Docket Entry No. 1-5 ¶ 14). The
Deed required the Advance to be paid before any trades were made. (Id. ¶ 15). KBH alleges that
although Holland Astor stated that money was moved as represented and trades had begun on
January 27, 2025, the Advance has not been paid. (Id.).
KBH alleges that it exchanged emails and texts with Holland Astor for months about the
alleged trades, during which Holland Astor promised that it would provide trade results. (Id. ¶ 16).
On March 11, 2025, Holland Astor provided KBH with a “Remittance Statement” representing
that Holland Astor would pay KBH $200,000. (Id. ¶ 17). KBH alleges that the funds were never
transferred. (Id.). On March 17, 2025, Holland Astor told KBH that it would not receive a results
statement. (Id. ¶ 16). On the same date, Holland Astor also introduced a “hurdle” “whereby the
monetization funds were to be repaid in full prior to any trade proceeds being distributed.” (Id.
¶ 20). KBH alleges that this “hurdle” was a breach and constituted fraud. (Id.). KBH alleges that
Holland Astor also stated that it would “be holding both pools of money until such a time” as
Holland Astor settled with Merrill Lynch, which KBH alleges was unlawful. 	(Id. ¶ 22). 	KBH
alleges that in May 2025, it demanded that Holland Astor mediate the parties’ dispute, and that
Holland Astor refused to do so. (Id. ¶ 23).
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KBH sued Holland Astor and “Does 1 to 10” for breach of contract; common law fraud;
fraudulent concealment; breach of fiduciary duty; conversion; constructive trust; and money had
and received. (Id. ¶¶ 24–64). Holland Astor timely removed and moved to dismiss, asserting (1)
that Texas courts lack personal jurisdiction over it, (2) that KBH failed to properly serve it, and (3)
that the court should decline jurisdiction regardless under the doctrine of forum non conveniens.
(Docket Entry No. 4). 	KBH responded to the motion to dismiss. (Docket Entry No. 5). 	On
February 12, 2026, the court heard oral argument on the motion. 	(Docket Entry No. 21). 	The
court allowed the parties to supplement the record. (Id.). Holland Astor filed the declaration of
Geoff Turner, (Docket Entry No. 22), to which KBH objected, (Docket Entry No. 23). 	KBH’s
former counsel also filed a declaration. (Docket Entry No. 24).
The motion to dismiss is ripe for ruling.
II. 	The Legal Standard
A. The Rule 12(b)(2) standard
When a nonresident defendant challenges personal jurisdiction, the plaintiff bears the
burden of demonstrating facts sufficient to support jurisdiction. Stuart v. Spademan, 772 F.2d
1185, 1192 (5th Cir.1985). 	“The court may determine the jurisdictional issue by receiving
affidavits, interrogatories, depositions, oral testimony, or any combination of the recognized
methods of discovery.” 	Id. 	“When the district court rules on a motion to dismiss for lack
of personal jurisdiction ‘without an evidentiary hearing, the plaintiff may bear his burden by
presenting a prima facie case that personal jurisdiction is proper.’” Quick Techs., Inc. v. Sage Grp.
PLC, 313 F.3d 338, 343 (5th Cir. 2002) (quoting Wilson v. Belin, 20 F.3d 644, 648 (5th Cir.
1994)). The court “must accept as true the uncontroverted allegations in the complaint and resolve
in favor of the plaintiff any factual conflicts.” Stripling v. Jordan Prod. Co., LLC, 234 F.3d 863,
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869 (5th Cir. 2000) (quoting Latshaw v. Johnston, 167 F.3d 208, 211 (5th Cir.1999)) (additional
citations omitted). The court is not obligated to credit conclusory allegations. Panda Brandywine
Corp. v. Potomac Elec. Power, 253 F.3d 865, 868 (5th Cir.2001).
B. The Rule 12(b)(4) and Rule 12(b)(5) Standards
A party may raise insufficient process or insufficient service of process by moving to
dismiss under Rule 12(b)(4) or Rule 12(b)(5). “Generally speaking, ‘[a]n objection under Rule
12(b)(4) concerns the form of the process rather than the manner or method of its service,’ while
a ‘Rule 12(b)(5) motion challenges the mode of delivery or the lack of delivery of the summons
and complaint.’” 	Gartin v. Par Pharm. Cos., Inc., 289 F. App’x 688, 691 n.3 (5th Cir. 2008)
(quoting 5B C HARLES ALAN W RIGHT & ARTHUR R. M ILLER, FED. PRAC. & PROC.: Civ. 3d § 1353).
“The party making service has the burden of demonstrating its validity when an objection to
service is made.” Holly v. Metro. Transit Auth., 213 F. App’x 343, 344 (5th Cir. 2007) (citing
Carimi v. Royal Caribbean Cruise Line, Inc., 959 F.2d 1344, 1346 (5th Cir. 1992)). 	“In the
absence of valid service of process, proceedings against a party are void.” Aetna Bus. Credit, Inc.
v. Universal Decor & Interior Design, 635 F.2d 434, 435 (5th Cir. 1981). “For service to be
effective, a plaintiff must comply with the requirements of Rule 4.” Harris v. HireRight LLC, No.
3:23-CV-01679-E, 2024 WL 4805375, at *2 (N.D. Tex. Nov. 15, 2024). “In considering a motion
to dismiss for lack of service of process, a court may properly look beyond the pleadings to
determine whether service was sufficient.” Id.
C. Forum Non Conveniens
“The principle of forum non conveniens is simply that a court may resist imposition upon
its jurisdiction even when jurisdiction is authorized by the letter of a general venue statute.” Gulf
Oil Corp. v. Gilbert, 330 U.S. 501, 506 (1947). 	“A court’s authority to effect foreign transfer
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through the doctrine of forum non conveniens ‘derives from the court’s inherent power, under
Article III of the Constitution, to control the administration of the litigation before it and to prevent
its process from becoming an instrument of abuse, injustice, or oppression.’” 	Baumgart v.
Fairchild Aircraft Corp., 981 F.2d 824, 828 (5th Cir. 1993) (quoting referencing omitted). “When
an alternative forum has jurisdiction to hear the case, and when trial in the plaintiff’s chosen forum
would ‘establish . . . oppressiveness and vexation to a defendant . . . out of all proportion to
plaintiff’s convenience,’ or when the ‘chosen forum [is] inappropriate because of considerations
affecting the court’s own administrative and legal problems,’ the court may, in the exercise of its
sound discretion, dismiss the case.’” Kempe v. Ocean Drilling & Expl. Co., 876 F.2d 1138, 1141
(5th Cir. 1989) (quoting Koster v. Lumbermens Mut. Cas. Co., 330 U.S. 518, 524 (1947)).
“[A] forum non conveniens dismissal must be based on the [court’s] finding that, when
weighed against plaintiff’s choice of forum, the relevant public and private interests strongly favor
a specific, adequate and available alternative forum.” Veba-Chemie A.G. v. M/V Getafix, 711 F.2d
1243, 1245 (5th Cit. 1983). The movant “bears the burden of invoking the doctrine and moving
to dismiss in favor of a foreign forum.” In re Air Crash Disaster Near New Orleans, La. on July
9, 1982, 821 F.2d 1147, 1164 (5th Cir. 1987), overturned on other grounds, 490 U.S. 1032 (1989).
“This burden of persuasion runs to all the elements of the forum non conveniens analysis.” 	Id.
The defendants must “demonstrate (1) the existence of an available and adequate alternative forum
and (2) that the balance of relevant public and private interest factors favors dismissal.” Vasquez
v. Bridgestone/Firestone, Inc., 325 F.3d 665, 671 (5th Cir. 2003).
“In addition to the balancing of relevant private interest factors, the court must give ‘the
relevant deference’ to the plaintiff’s choice of forum.” Alpine View Co. Ltd. v. Atlas Copco AB,
205 F.3d 208, 222 (5th Cir. 2000) (quoting In re Air Crash, 821 F.2d at 1165). 	To meet this
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relatively high burden, the defendants “must supply the Court with enough information for it to
conduct a meaningful inquiry and balance the parties’ interests.” Blum v. Gen. Elec. Co., 547 F.
Supp. 2d 717, 725 (W.D. Tex. 2008).
III. 	Analysis
A. Personal Jurisdiction
A federal court sitting in diversity may exercise personal jurisdiction over a nonresident
defendant if the long-arm statute of the forum state confers personal jurisdiction over that
defendant and the exercise of such jurisdiction by the forum state is consistent with due process
under the U.S. Constitution. See Delgado v. Reef Resort, Ltd., 364 F.3d 642, 644 (5th Cir. 2004).
The Texas long-arm statute confers jurisdiction to the limits of due process. Stroman Realty, Inc.
v. Antt, 528 F.3d 382, 385 (5th Cir. 2008). 	Due process permits the exercise of personal
jurisdiction over a nonresident defendant when the defendant has “minimum contacts” with the
forum state and the exercise of jurisdiction over the defendant does not offend “traditional notions
of fair play and substantial justice.” Johnson v. Multidata Sys. Int’l Corp., 523 F.3d 602, 609 (5th
Cir. 2008) (quoting Wilson, 20 F.3d at 647). The plaintiff has the burden of demonstrating facts
sufficient to support personal jurisdiction over the defendant.
Minimum contacts can be established through “contacts that give rise to ‘specific’ personal
jurisdiction and those that give rise to ‘general’ personal jurisdiction.” Wilson, 20 F.3d at 647. A
court may exercise specific personal jurisdiction “only when the nonresident defendant’s contacts
with the forum state arise from, or are directly related to, the cause of action.”1 	Gundle Lining
Const. Corp. v. Adams Cnty. Asphalt, Inc., 85 F.3d 201, 205 (5th Cir. 1996). To determine whether
1 The only question before this court is whether specific personal jurisdiction applies. KBH does not appear
to dispute that general personal jurisdiction is inapplicable because Holland Astor does not in fact have the
requisite ties to Texas. (See Docket Entry No. 4; see generally Docket Entry Nos. 5, 7).
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specific jurisdiction exists, a court must “examine the relationship among the defendant, the forum,
and the litigation to determine whether maintaining the suit offends traditional notions of fair play
and substantial justice.” Id. at 205. Even a single contact can support specific jurisdiction if the
defendant “purposefully avails itself of the privilege of conducting activities within the forum
state, thus invoking the benefits and protections of its laws.” 	Burger King Corp. v. Rudzewicz,
471 U.S. 462, 475 (1985) (quoting Hanson v. Denckla, 357 U.S. 235, 253 (1958)).
“The non-resident’s ‘purposeful availment’ must be such that the defendant ‘should
reasonably anticipate being haled into court’ in the forum state.” 	Ruston Gas Turbines, Inc. v.
Donaldson Co., Inc., 9 F.3d 415, 419 (5th Cir. 1993) (citing World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 297 (1980)). Specific jurisdiction requires a “sufficient nexus” between
the nonresident defendant’s contacts with the forum and the cause of action. Rittenhouse v. Mabry,
832 F.2d 1380, 1390 (5th Cir. 1987). As part of the minimum contacts analysis, a court evaluates
any contracts, the parties’ “actual course of dealing,” and the parties’ “prior negotiations and
contemplated future consequences.” Burger King, 471 U.S. at 479.
Holland Astor argues that this court lacks personal jurisdiction over it because neither KBH
nor Holland Astor has an office in Texas, Holland Astor does not transact business in Texas, and
none of the facts giving rise to this case occurred in Texas. (Docket Entry No. 4 at 6). Holland
Astor asserts that it is a British company with one physical address: One Canada Square, 37th
Floor, Canary Wharf, London, England E14 5AA. 	(Id. at 7 (citing Docket Entry No. 4-1)).
Holland Astor points out that the parties’ agreement stated that United Kingdom law applies.
Holland Astor asserts that the only reason there is a Houston address associated with this case is
because after KBH had troubling wire transferring money to Holland Astor’s international
IBAN/SWIFT account, Holland Astor opened a money-services account with a U.S. routing
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number to make the payments. (Id. at 8). Holland Astor asserts that the Houston address was used
only to facilitate the wire transfer of funds to KBH. 	(Id.). 	Holland Astor asserts that it had no
other connection to the address, which belonged to an “unrelated (but friendly to Holland Astor)
American business located in Texas.” (Id. (citing Docket Entry Nos. 4-1, 4-6)).
KBH argues that Holland Astor “intentionally invoked Texas jurisdiction by falsely
representing, multiple times, to multiple groups, that it operated from a Houston office at 2800
Post Oak Blvd.” 	(Docket Entry No. 5 at 5). 	The basis for this argument appears to be that (1)
KBH wired money through that address a single time, and (2) in unrelated negotiations with Cradle
Capital, a different company, Holland Astor stated that it had a Wells Fargo Treasury Management
Account at that address. 	(Id. (citing Docket Entry Nos. 5-1, 5-2)). 	KBH seemingly does not
dispute that Holland Astor does not have a Texas office, but argues that it “fraudulently represented
that it maintained business offices” in Houston, which “was a specific, deliberate false claim about
Texas itself.” (Id. at 7, 9). Although its response brief is somewhat inconsistent, KBH does appear
to continue to assert that, even if Holland Astor does not have a Houston office, it at least maintains
some kind of bank account in Houston sufficient for personal jurisdiction in Texas. (Id. at 6–7).
This court does not have personal jurisdiction over Holland Astor as to any of the claims
KBH asserts. Although the parties treat them together, the court separately addresses the contract
and other claims. “When determining whether a court has personal jurisdiction over a breach of
contract claim, ‘only those acts which relate to the formation of the contract and the subsequent
breach are relevant,’ including ‘prior negotiations and contemplated future consequences, along
with the terms of the contract and the parties’ actual course of dealing.’” Danzinger & De Llano,
L.L.P. v. Morgan Verkamp, L.L.C., 24 F.4th 491, 500 (5th Cir. 2022) (quoting Trois v. Apple Tree
Auction Ctr., Inc., 882 F.3d 485, 489 (5th Cir. 2018)). “[A] plaintiff’s unilateral activities do not
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constitute minimum contacts where the defendant did not perform any of its obligations in Texas,
the contract did not require performance in Texas, and the contract is centered outside of Texas.”
Id. (quoting Moncrief Oil Int’l Inc. v. OAO Gazprom, 481 F.3d 309, 311 (5th Cir. 2007)). “An
exchange of communications in the course of developing and carrying out a contract also does not,
by itself, constitute the required purposeful availment of the benefits and protections of Texas
law.” Id. (quoting Moncrief Oil Int’l Inc., 481 F.3d at 311).
KBH does not allege (and provides no evidence) that the parties signed the agreement in
Texas; that Holland Astor reached out to KBH in Texas; that Holland Astor solicited business in
Texas; or that any part of the agreement was performed in Texas. No part of this asset acquisition
and client management agreement contemplates performance in Texas. (Docket Entry No. 4-3).
The agreement states that it will be governed by the laws of the United Kingdom. (Id. at 12). The
agreement lists Holland Astor’s principal place of business as its London address and was signed
on behalf of Holland Astor by Woulter van Hove, who listed the London address as his principal
point of contact. (Id. at 3, 11, 21). The agreement was signed on behalf of KBH by Howie Ehrlich,
who gave a Virginia address. (Id. at 11, 21). The agreement lists Holland Astor’s bank as located
in the United Kingdom and the account address as Holland Astor’s London office. 	(Id. at 26).
Holland Astor has provided a supporting declaration explaining that it did not solicit KBH to enter
the agreement; instead, William Monroe, the Holland Astor representative, negotiated with KBH
while Monroe was in Dubai.2 (Docket Entry No. 22-1).
2 KBH objects to this declaration on the ground that it was submitted by Geoffrey Turner, another
representative of Holland Astor, rather than Monroe himself, and so constitutes hearsay. (Docket Entry
No. 23). Even if the court did not consider this declaration, KBH has still failed to establish that this court
has personal jurisdiction over any of the contract or tort claims.
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The record shows that the “contract underlying the business transaction was not signed in
[Texas] and did not call for performance in [Texas].” Sangha v. Navig8 ShipManagement Private
Ltd., 882 F.3d 96, 103 (5th Cir. 2018). 	Both of KBH’s proposed jurisdictional hooks—its own
erroneous understanding that Holland Astor had a Texas office and that Holland Astor wired
money through a Texas bank account—are insufficient for personal jurisdiction over the contract-
based claims. 	The agreement was not formed in Texas, was not signed in Texas, was not
negotiated in Texas, was not breached in Texas, and had no contemplated future consequences in
Texas. 	With no connections between the agreement and Texas, there is not specific personal
jurisdiction over the contract claims. See Danzinger & De Llano, L.L.P., 24 F.4th at 500. And, as
noted above, most of KBH’s arguments about Holland Astor’s alleged misrepresentations about
its supposed Houston office relate to statements3 made to a different business after the parties
entered into the agreement. This evidence has scant probative value.4 (Docket Entry No. 5-1). In
sum, the elements required for personal jurisdiction over the contract-based claims are not present.
Nor is there personal jurisdiction over Holland Astor for the tort and related claims. “To
establish personal jurisdiction in intentional tort cases, it is ‘insufficient to rely on a defendant’s
“random, fortuitous, or attenuated contacts” or on the “unilateral activity” of a plaintiff.’”
Danzinger & De Llano, L.L.P., 24 F.4th at 495 (quoting Walden v. Fiore, 571 U.S. 277, 286
(2014)). “The proper question is not where the plaintiff experienced a particular injury or effect
but whether the defendant’s conduct connects him to the forum in a meaningful way.” Id. (quoting
3 The client information sheet sent to Cradle Capital stated that Holland Astor had an office in the “United
States of America” and provided the same 2800 Post Oak Blvd. address for a Wells Fargo Bank account.
(Docket Entry No. 5-1 at 6, 7). The sheet did not state that Holland Astor maintained an office at that
address. The copy of the transcript of the phone call involving Cradle Capital also merely indicated that
Wells Fargo (not Holland Astor) was in Texas. (Id. at 19).
4 Much of the rest of KBH’s supporting evidence submitted in response to the motion to dismiss comes in
the form of copies of its own aggressive emails to Holland Astor’s attorneys. (See Docket Entry No. 5-3).
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Walden, 571 U.S. at 290). The Fifth Circuit has found no personal jurisdiction in Texas for tort-
based claims when the contacts are a contract allegedly formed in Texas and emails concerning
work to be performed in Texas. See Sangha, 882 F.3d at 102–03. The Fifth Circuit has also found
no personal jurisdiction for intentional tort claims when none of the alleged conduct occurred in
Texas, even if it arguably affected someone in Texas. 	See Danzinger & De Llano, 24 F.4th at
497–98.
In this case, as discussed above, the only two personal jurisdictional hooks that KBH
proposes are (1) that KBH sent some money through a bank account with a Texas address, and (2)
that KBH believed Holland Astor had an office in Texas.5 KBH’s response brief argues that its
fraud claims “arise entirely and exclusively from Holland Astor’s false representation about
maintaining a Houston office,” but that argument fails to take the record into account. (Docket
Entry No. 5 at 17). KBH’s complaint alleges fraud based on Holland Astor’s failure to pay KBH
as promised. 	(Docket Entry No. 1-5 ¶¶ 29–64). 	The fraud and related claims do not rely on
KBH’s alleged belief that Holland Astor had a Houston office. Although KBH argues that Holland
Astor’s 	alleged 	misrepresentation 	about 	a 	Houston 	office 	“implicated 	Texas’s 	regulatory
framework, suggesting compliance with state and federal laws applicable to businesses operating
in Texas,” (Docket Entry No. 5 at 19), that argument is undercut by the parties’ agreement, which
clearly states that the laws of the United Kingdom would apply to any disputes, (Docket Entry No.
4-3 at 12).
In any event, even assuming that Holland Astor’s banking presence in Texas is not limited
to the single wire transfer to Europe that was part of the transaction at issue, which is disputed,
5 Holland Astor also points out that Ehrlich received the wiring instructions with the Houston address after
signing the agreement. (Docket Entry No. 7 at 12).
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Texas law is clear that maintaining a bank account in Texas is not a “transaction of business” in
the State. 	TEX. BUS . ORGS . CODE § 9.251(3). 	KBH’s incorrect belief that Holland Astor had a
Texas office does not support personal jurisdiction. 	KBH’s evidence that a different company
believed Holland Astor had a Texas presence is also irrelevant; personal jurisdiction “focuses on
the relationship among the defendant, the forum, and the litigation,” Monkton Ins. Servs. v. Ritter,
768 F.3d 429, 432–33 (5th Cir. 2014) (quoting Walden, 571 U.S. at 284), not allegations about
what unrelated entities or individuals might have believed about a defendant. 	Ehrlich’s
supplemental declaration—which states that KBH would not have entered into the agreement if it
did not believe that Holland Astor had a U.S. office, which happened to be in Texas—is also
insufficient to show minimum contacts. (Docket Entry No. 24 at 2). Personal jurisdiction requires
a “meaningful” connection to a forum. KBH has not shown that its belief that Holland Astor had
a Texas office is sufficient to support personal jurisdiction over tort and related claims otherwise
unconnected to Texas. See Danzinger & De Llano, L.L.P., 24 F.4th at 498; cf. TV Azteca, S.A.B.
De C.V. v. Ruiz, 490 S.W.3d 29 (Tex. 2016).
The court concludes that it lacks personal jurisdiction over KBH’s claims.
B. Insufficient Service
Holland Astor also argues that dismissal is warranted because it has not been properly
served.6 (Docket Entry No. 4 at 16). Holland Astor argues that KBH’s attempted service through
the Texas Secretary of State was “improper and ineffective” because Holland Astor does not
maintain a Texas office and does not transact business in Texas, and that even if the statutory
predicate for substitute service existed, KBH failed to forward the process to its proper address,
6 Although Holland Astor moves under Rule 12(b)(4), its arguments are better considered as challenges
under Rule 12(b)(5). Failure to properly serve also implicates personal jurisdiction.
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which also makes the attempt at service invalid. (Docket Entry No. 4 at 17). In response, KBH
merely states that service was “properly made through the Secretary of State at 2800 Post Oak
Blvd., 41st Floor, Houston, Texas 77056 the same address that Holland Astor itself repeatedly and
voluntarily represented as its U.S. business location.” (Docket Entry No. 5 at 22).
“Under Texas law, the plaintiff must provide the Secretary of State with the correct address
of the ‘home or home office’ of the defendant.” Int’l Transactions, Ltd. v. Embotelladara Agral
Regionmanata SA de CV, 277 F. Supp. 2d 654, 664 (N.D. Tex. 2002) (quoting Tex. Civ. Prac. &
Rem. Code § 17.045(a)). “Attempted service of process on a foreign defendant is invalid when
the Secretary of State mails a copy of the complaint to an incorrect address.” Id. (citing Petrol.
Workers Union of the Rep. of Mexico v. Arriba, Ltd., 882 S.W. 2d 576, 586 (Tex. App. Houston
[1st Dist.] 1994, no pet.)). 	The plaintiff bears the burden of “affirmatively showing strict
compliance with the form of the service prescribed in the statute.” 	Id. 	In addition, a so-called
Whitney 	certificate—certifying 	that 	the 	Secretary 	of 	State 	has 	forwarded 	process 	to 	the
defendants—is required to establish that the defendant has been served with process. 	Buffalo
Patents, LLC v. ZTE Corp., 605 F. Supp. 3d 917, 925 (W.D. Tex. 2022).
As an initial matter, KBH appears to admit in its briefing that Holland Astor has no Texas
office, but at most an address linked to a bank account. As explained above, Texas law clarifies
that having a bank account in Texas is not a “transaction of business” in Texas. 	KBH has not
explained how serving Holland Astor through the Secretary of State at a Texas address associated
with, at most, a bank account, was proper. 	Instead, KBH argues that “[h]aving held out the
Houston location as its U.S. office in its corporate materials and used it as the address for its U.S.
bank accounts, Holland Astor is estopped from denying its validity for the purposes of service.”
(Docket Entry No. 5 at 23). 	KBH provides no authority for that proposition. 	Its failure to
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demonstrate that it provided the Secretary of the State with Holland Astor’s correct address is
dispositive. See Int’l Transactions, Ltd., 277 F. Supp. 2d at 664–65. Setting aside that issue—and
the other issues with service that Holland Astor raised—KBH also failed to provide a Whitney
certificate, which is required to prove proper service. 	KBH provided evidence that it sent the
summons to the Secretary of State, not that the summons was forwarded to Holland Astor. (Docket
Entry Nos. 1-4, 1-7). KBH does not respond to this point in its response brief, even though it was
raised in Holland Astor’s motion to dismiss. (See generally Docket Entry No. 5).
The court concludes that service was defective and grants the motion to dismiss for
improper service.7
C. Forum Non Conveniens
Finally, the court would also dismiss on the separate and independently sufficient ground
of forum non conveniens.8 The “doctrine of forum non conveniens proceeds from the premise that
in rare circumstances, federal courts can relinquish their jurisdiction in favor of another forum.”
DTEX, LLC v. BBVA Bancomer, S.A., 512 F. Supp. 2d 1012, 1019 (S.D. Tex. 2007) (cleaned up)
(quoting Quackenbush v. Allstate Ins. Co., 517 U.S. 706, 722 (1996). As noted above, to obtain a
forum non conveniens dismissal, “a party must demonstrate (1) the existence of an available and
adequate alternative forum and (2) that the balance of relevant private and public interest factors
favors dismissal.” Vasquez v. Bridgetone/Firestone, Inc., 325 F.3d 665, 671 (5th Cir. 2003).
7 Although KBH functionally argues that Holland Astor has actual notice of this lawsuit, that is irrelevant
to the issue of proper service. 	See Burditt v. U.S. Steel Corp., Civ. Action No. H-13-0532, 2014 WL
713212, at *1 (S.D. Tex. 2014) (“Actual notice does not cure a defectively executed service.”).
8 The court can rule on the forum non conveniens argument even without ruling on the personal jurisdiction
issues. See Sinochem Int’l Co. Ltd. v. Malaysia Int’l Shipping Corp., 549 U.S. 422, 432 (2007) (“A district
court therefore may dispose of an action by a forum non conveniens dismissal, bypassing questions of
subject-matter jurisdiction and personal jurisdiction, when considerations of convenience, fairness, and
judicial economy so warrant.”).
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“The private interest factors . . . include: (1) ease of access to evidence, (2) the availability
of compulsory process for the attendance of unwilling witnesses; (3) the cost of willing witnesses’
attendance; (4) if relevant, the possibility of view of promises; [and] (5) all other factors that might
make the trial quicker or less expensive.” CFE Int’l LLC v. Schnaas, No. H-22-3385, 2023 WL
6702486, at *3 (S.D. Tex. Oct. 12, 2023) (quoting DTEX, LLC, 508 F.3d 785, 798 (5th Cir. 2007)).
“The relevant public interest factors include: ‘(1) the administrative difficulties flowing from court
congestion; (2) the local interest in having localized controversies resolved at home; (3) the interest
in having a trial in a forum that is familiar with the law that must govern the action; (4) the
avoidance of unnecessary problems in conflicts of law; or in application of foreign law; and (5)
the unfairness of burdening citizens in an unrelated forum with jury duty.’” Id. (quoting Dickson
Marine, Inc. v. Panalpina, Inc., 179 F.3d 331, 342 (5th Cir. 1999)).
Holland Astor asserts that England is an adequate alternative forum; that the private-
interest factors favor hearing the case in England because the agreement and conduct at issue are
centered in London, the relevant documents and records are in London, and the key witnesses are
in London; and that the public-interest favors hearing this case in England because the parties’
agreement calls for the application of UK law and that Texas jurors and this court should not be
burdened with a dispute lacking any meaningful Texas ties. (Docket Entry No. 4 at 19–21). KBH
does not respond to Holland Astor’s forum non conveniens arguments or evidence in its response
brief. 	(See generally Docket Entry No. 5). 	Holland Astor’s facts are “uncontroverted” for the
purpose of analyzing forum non conveniens. 	See Camejo v. Ocean Drilling & Expl., 838 F.2d
1374, 1380 (5th Cir. 1988). Based upon those facts, the court concludes that the public and private
interest factors strongly weigh in favor of a forum non conveniens dismissal. 	The court concludes
that dismissal on the ground of forum non conveniens is appropriate as well.
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IV. 	Conclusion
For the reasons stated above, the court grants the motion to dismiss. (Docket Entry No. 4).
This case is dismissed, without prejudice.
SIGNED on June 29, 2026, at Houston, Texas.
________________________________
Lee H. Rosenthal
Senior United States District Judge
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