6Cats Int'l v. Hartley

• Court: Texas Court of Appeals
• Writing for the Court: Amparo Amy Guerra, Justice.
• Docket Number: 01-24-00048-CV
• Decision Date: 13 November 2025
• Citation: 6Cats Int'l v. Hartley, 01-24-00048-CV (Tex. App. Nov 13, 2025)
• Parties: 6CATS INTERNATIONAL LTD. and CXC GLOBAL (EUROPE) LTD., Appellant v. WILLIAM HARTLEY, Appellee

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6CATS INTERNATIONAL LTD. and CXC GLOBAL (EUROPE) LTD., Appellant v. WILLIAM HARTLEY, Appellee

No. 01-24-00048-CV

Court of Appeals of Texas, First District

November 13, 2025

On Appeal from the 164th District Court Harris County, Texas Trial Court Case No. 2018-03171

Panel consists of Guerra, Guiney, and Johnson Justices.

MEMORANDUM OPINION

Amparo "Amy" Guerra, Justice.

Appellant 6CATS International Ltd. (6CATS), a private limited company with its principal place of business in London, and appellant CXC Global (Europe) Ltd. (CXC), which was a private limited company incorporated in England and Wales with a registered office in London, take this interlocutory appeal from the trial court's denial of their special appearance. See Tex. Civ. Prac. & Rem. Code § 51.014(a)(7) (authorizing interlocutory appeal of order denying special appearance). 6CATS and CXC contend that the trial court lacks personal jurisdiction over them and thus erred in denying their special appearance.

We reverse the trial court's order denying 6CATS and CXC's special appearance and render judgment dismissing the claims brought by appellee William Hartley against 6CATS and CXC, without prejudice, for lack of jurisdiction.

Background

Hartley is a Louisiana resident. Hartley claims that he was injured in May 2015 while working on the PetroSaudi Saturn a drillship anchored off the coast of Trinidad and Tobago. Hartley contends that, at the time of his injury, he was employed by CXC, an entity he alleges is now known as 6CATS. In 2018, Hartley filed suit in Harris County against various entities he claimed employed him and, in some combination managed, operated, and crewed the drillship on which he worked. In his Second Amended Petition, Hartley added CXC as a defendant, asserting in part that CXC had employed him as a welder and crew member on the drillship and owes him maintenance and cure obligations in Texas under the Jones Act, 46 U.S.C. § 30104 et seq. In his Fourth Amended Petition, Hartley added 6CATS as a defendant alleging in part that 6CATS is CXC's alter ego.

A. 6CATS/CXC's Special Appearance

On June 6, 2022, 6CATS filed a special appearance on behalf of itself and CXC in which it argued that neither company had ever employed Hartley or submitted to personal jurisdiction in Texas. 6CATS alleged that CXC ceased to exist in 2016 when it was purchased by investors who formed 6CATS. 6CATS asserted that CXC had been based in the United Kingdom and had only provided payment processing services for Hartley. 6CATS stated further that it is based in the United Kingdom, and did not yet exist at the time Hartley was allegedly injured.

In response to Hartley's allegation that 6CATS and CXC owe maintenance and cure obligations to him in Texas under the Jones Act, 6CATS complained that Hartley had not provided any factual basis for that claim. 6CATS argued that neither CXC's contract with Hartley nor any other conduct by CXC made Hartley a CXC employee, and that CXC had never conducted any business in Texas. 6CATS alleged that CXC had "served as a payment processor for transactions executed between" staffing agency Spencer Ogden, Inc. (Spencer Ogden)^[1] and PetroSaudi Oil Services Ltd. (PetroSaudi)^[2] "in facilitation of [Hartley's] temporary assignment as a contractor for PetroSaudi in Panama City." 6CATS attached to its special appearance a copy of the April 14, 2015 Payment Processing Contract between CXC and Hartley (the CXC/Hartley Contract). As additional support, 6CATS submitted the declaration of Michelle Reilly, 6CATS's chief executive officer. Reilly stated in part that CXC "entered a contract with . . . Hartley, a Louisiana resident, to provide payment processing services for his work in or near Panama or Trinidad and Tobago through staffing agency, Spencer Ogden, on the drilling rig and/or ship known as the M/V PetroSaudi Saturn."

The CXC/Hartley Contract states that it is to be governed by and construed in accordance with the laws of England. It provides that it "is a Contract for payment processing services and under no circumstances should it be interpreted as a contract of employment." However, the CXC/Hartley Contract also states that it "confirms the engagement of [Hartley] by [CXC] and sets out the terms and conditions of that engagement." The CXC/Hartley Contract states that PetroSaudi is the third-party client of CXC to which Hartley "shall render the activities as per defined by this Contract and its Assignment Schedule."

The Assignment Schedule is a schedule to the CXC/Hartley Contract that states that Hartley is "the Consultant"; PetroSaudi is "the Client"; the "specified project function" is "Welder Duties"; the "Recruitment agency" is Spencer Ogden; the "project" start and end dates are April 10, 2015 and May 1, 2015; the "project location" is Panama; the "project fees" are "$400 per day (Standard)" and "$33.33 per hour (Non-standard)"; the "notice clause" is "[a]s per Spencer Ogden contract"; and the "CXC Margin" is "3% capped at $65 per week." The Assignment Schedule included in the copy of the CXC/Hartley Contract attached to 6CATS/CXC's special appearance and Hartley's response is signed by Reilly and also includes a place for Hartley to sign.

In her declaration, Reilly also denied that 6CATS or CXC had any of a wide variety of possible jurisdictional contacts with Texas. For example, Reilly denied that either company had ever owned any assets or real estate in Texas, or had an office, mailing address, employee, agent, or bank account in the state. Reilly also denied that either company had ever conducted business within Texas or directed any marketing to Texas.

B. Hartley's Amended Petition and Response to 6CATS/CXC's Special Appearance

Hartley filed his response to 6CATS and CXC's special appearance on March 14, 2023, and amended his petition that same day. In his amended petition, Hartley alleged that the trial court had both general and specific jurisdiction over 6CATS and CXC because PetroSaudi owned and operated the PetroSaudi Saturn; PetroSaudi, through Spencer Ogden, solicited, hired, and employed workers for the vessel; Spencer Ogden contracted with CXC to provide workers such as Hartley for the vessel; and PetroSaudi contracted with Spencer Ogden to train Hartley and provide medics to perform emergency medical treatment. Hartley alleged that 6CATS and CXC were "obligated to pay medical expenses and/or maintenance and cure, and failed to do so, either negligently or intentionally, pursuant to those obligations, within Harris County and the State of Texas." Hartley alleged further that 6CATS and CXC were alter egos.

In his response to 6CATS and CXC's special appearance, Hartley alleged that Hartley agreed to work for PetroSaudi pursuant to the CXC/Hartley Contract's Assignment Schedule. Hartley alleged further that Houston-based recruitment agency Spencer Ogden "linked Hartley and CXC together" pursuant to an April 2015 agreement between Spencer Ogden and CXC (the Spencer Ogden Contract), which Hartley made an exhibit to his response. The Spencer Ogden Contract is titled "Assignment Schedule" and, like the CXC/Hartley Contract, states that it is to be construed in accordance with English law. The parties also agreed that any disputes related to the Spencer Ogden Contract would be subject to the exclusive jurisdiction of English courts.

The Spencer Ogden Contract begins with language similar to that in the Assignment Schedule included in the CXC/Hartley Contract, but states that the "Name of Contractor Ltd" is CXC, that Hartley is the "Representative of the Contractor," and that the services to be provided by CXC are "[t]o assist [PetroSaudi] with Welder duties and other assignments as required." Spencer Ogden is referenced in the agreement as the "Employment Business" and PetroSaudi as the "Client."

Hartley argued that his claims arise from business activities that CXC conducted in Texas including: (1) contracting with Spencer Ogden in Texas, (2) sending Hartley to work on a vessel owned by PetroSaudi, (3) sending Hartley to work on a vessel operated by PetroSaudi and its Texas-based subsidiary, Procurement Services (Delaware), Inc., and (4) performing work directly related to services provided by Hartley in Texas.

C. 6CATS and CXC's Reply in Support of Their Special Appearance

6CATS filed on its own and CXC's behalf a May 16, 2023 reply to Hartley's response to 6CATS and CXC's special appearance. 6CATS attached a second declaration from Reilly. Reilly stated in part that an England-based affiliate of Spencer Ogden, Spencer Ogden Limited, had regularly engaged CXC to perform payroll processing services for workers who performed work outside the United States. She stated that it was Spencer Ogden Limited's decision to have the Spencer Ogden Contract "channeled to" the Texas-based Spencer Ogden, that CXC had not contacted the Texas-based entity of its own accord, and that CXC had provided in England all its payroll processing services for Hartley.

6CATS argued in part that Spencer Ogden Limited's channeling of the Spencer Ogden Contract to Texas-based Spencer Ogden was unilateral activity by Spencer Ogden Limited. 6CATS denied that CXC had done any business with PetroSaudi or "sent" Hartley anywhere. 6CATS stated that, as Spencer Ogden Limited staffed projects, it would link CXC to independent contractors so that CXC could provide them payroll processing services. 6CATS argued that CXC's connection to Spencer Ogden was not substantially connected to Hartley's alleged injury and thus could not support the exercise of specific jurisdiction over CXC. 6CATS noted Spencer Ogden Contract's choice-of-law and forum-selection provisions, the latter of which gave English courts exclusive...