Especiales v. Petitioner

• Decision Date: 18 November 2010
• Docket Number: No. 13–09–00226–CV.,13–09–00226–CV.
• Citation: 330 S.W.3d 27
• Parties: SAN PEDRO IMPULSORA DE INMUEBLES ESPECIALES, S.A. DE C.V., Appellant,v.Raquel VILLARREAL, Individually and as Guardian of the Person and Estate of Raquel Cantu De Villarreal, Marcelo Villarreal, and Carlos Villarreal, Appellees.
• Court: Texas Court of Appeals

330 S.W.3d 27

SAN PEDRO IMPULSORA DE INMUEBLES ESPECIALES, S.A. DE C.

v., Appellant,

v.Raquel VILLARREAL, Individually and as Guardian of the Person and Estate of Raquel Cantu De Villarreal, Marcelo Villarreal, and Carlos Villarreal, Appellees.

No. 13–09–00226–CV.

Court of Appeals of Texas, Corpus Christi–Edinburg.

Nov. 18, 2010.

Jason Davis, The Davis Law Group, San Antonio, Richard B. Phillips, Jr., Thompson & Knight, Dallas, Benigno Trey Martinez, Martinez, Barrera & Martinez, Brownsville, Michael S. Truesdale, Hughes & Luce, Barbara Whiten Balliette, Reed David, Austin, for Appellant.Craig S. Smith, Corpus Christi, Gilberto Hinojosa, Magallanes & Hinojosa, Brownsville, for Appellees.Before Justices YAÑEZ, RODRIGUEZ, and GARZA.

OPINION

Opinion by Justice RODRIGUEZ.

San Pedro Impulsora de Inmuebles Especiales, S.A. de C.V. (“San Pedro Impulsora”) appeals the trial court's denial of its special appearance. San Pedro Impulsora raises two issues, through which it argues that: (1) the trial court considered inadmissible evidence in determining that it had jurisdiction over San Pedro Impulsora; and (2) San Pedro Impulsora has no minimum contacts with Texas and is not subject to jurisdiction here. We affirm.

I. Background

The underlying dispute arises from a series of acrimonious legal proceedings among the seven adult children of Raquel Cantu de Villarreal (“Doña Raquel”). ¹ Doña Raquel, a wealthy, elderly widow, became incapacitated and her children began fighting over her custody, guardianship, and sizeable estate in a series of Machiavellian legal skirmishes that make the Hatfield–McCoy feud seem like a kindergarten brawl.

In this lawsuit, Raquel Villarreal, individually and as guardian of the person and estate of Doña Raquel, and two of her siblings, Marcelo Villarreal and Carlos Villarreal, brought suit against Lone Star National Bancshares–Texas, Inc. (“Lone Star”), San Pedro Impulsora, Ignacio Villarreal, Fernando Villarreal, Consuelo Villarreal, and Martha Villarreal, alleging generally that Ignacio, Fernando, Consuelo, and Martha (“the Villarreal defendants”), and San Pedro Impulsora improperly converted funds belonging to Doña Raquel and placed $2.7 million dollars of her funds in San Pedro Impulsora's bank account with Lone Star in Brownsville, Texas. The plaintiffs sought a temporary restraining order and temporary injunction to prevent Lone Star from releasing the funds to San Pedro Impulsora or the Villarreal defendants. The plaintiffs alleged different causes of action against specific groups of defendants; causes of action pleaded against San Pedro Impulsora include conversion, fraudulent transfer, and conspiracy.²

The plaintiffs' petition in this lawsuit includes an in-depth factual history of the dispute and chronicles previous legal proceedings between the children in trial court cause number 2007–CGC–041–B in County Court at Law Number Two of Cameron County, Texas. In that cause, the parties litigated matters pertaining to guardianships for the person and estate of Doña Raquel and ownership of her assets. Ultimately, all of the children participated in an “Irrevocable Family Settlement Agreement, Assignment, and Release and Rule 11 Agreement,” which purported to settle all claims between them regarding their mother's person and property. The agreement was approved and incorporated into a judgment rendered in that court. Following disputes over implementation of the agreement, the trial court referred the matter to arbitration and ultimately entered judgment approving the arbitration award.

In the instant proceeding, the plaintiffs' first amended petition alleges that jurisdiction over San Pedro Impulsora is proper because San Pedro purposefully availed itself of conducting activities in Texas and committed a tort in Texas:

This court has personal jurisdiction over Defendants in that 1) Defendants purposefully availed [themselves] of conducting activities in Texas; and 2) the causes of action asserted herein arise from or are related to those contacts or activities. Jurisdiction over Defendants comports with traditional notions of fair play and substantial justice. Specifically, Defendants ... availed themselves of conducting activities in Texas in order to perpetuate and complete a fraud upon [Doña Raquel], a resident Ward of a Cameron County Probate Court. Furthermore, Defendants availed themselves of Texas by fraudulently transferring assets to Texas with the actual intent to hinder, delay, or defraud [Doña Raquel], and without receiving a reasonable equivalent value in exchange for the transfer to Texas. Tex. Bus. & Com.Code Section 24.001 et seq. Defendants brought [Doña Raquel] to Texas and opened an account in Defendant Lone Star National Bank, depositing her money in said Bank, in order to complete the fraud upon her. Finally, Defendant [San Pedro Impulsora] was created for the sole purpose of buying and selling land in Texas for the benefit of [Doña Raquel]. Defendant [San Pedro Impulsora] did buy and sell land in Texas for the benefit of [Doña Raquel].

....

On September 19, 2006, Defendants induced their mother to sign an impresa [³] falsely stating she owed 70 million pesos to a corporation, [San Pedro Impulsora]. [San Pedro Impulsora] is a Mexican corporation that was created at the direction of [Doña Raquel] to hold title to a home that she had in Brownsville, Texas. Other than the house, it had no assets, engaged in no business, had no employees or place of business and simply operated as a shell to hold title to the house in the United States. Doña Raquel is the owner of the corporation, holding 99 percent of the shares, with Defendant Ignacio Villarreal holding 1 percent. Defendant Ignacio Villarreal was the sole “administrator”[⁴] of this company and controlled it.

Defendants then initiated a subterfugio (i.e., sham), lawsuit against their mother in Mexico. They got their mother to confess to a 70 million peso judgment against Doña Raquel in favor of [San Pedro Impulsora]. The purpose of this sham lawsuit was to seize control over all their mother's property and money. The money which [they] sought to obtain through this sham lawsuit included 34 million pesos and $2.7 million, in two separate accounts. Applying the conversion rate at the time of the sham lawsuit, the total of the two accounts was roughly 70 million pesos. The only funds, however, obtained through the sham lawsuit were the 34 million pesos.

Defendant Ignacio Villarreal has repeatedly testified that this 34 million pesos is his mother's money.

At approximately the same time, Defendants obtained the signature of their mother to withdraw the $2.7 million from her ... account in a Mexican bank and eventually transferred the $2.7 million from Mexico to an account at Defendant Lone Star National Bank in the Rio Grande Valley in the name of [San Pedro Impulsora]. At the time that Defendants obtained [Doña Raquel's] signature, she did not have the mental capacity to execute any documents. Defendant Ignacio previously testified he did this to avoid the jurisdiction of courts in Mexico, although he [continued] to acknowledge that this money belonged to his mother. However, only, he could sign on this account. Even his mother did not have authority to sign on the account.

....

Defendant Ignacio Villarreal, without following any of the formalities required under Mexican law, including allowing his mother to vote her 99% interest in the stock of the company, removed himself and appointed a Hector Garza Salas as the administrator of [San Pedro Impulsora]. Defendant Ignacio Villarreal testified that he had never met Hector Garza Salas before he appointed him to be this administrator of this company now worth over $6 million, didn't know his qualifications, and didn't know much about him. Plaintiffs would show that Hector Garza Salas is not in fact the administrator and that [San Pedro Impulsora] is in fact controlled by Defendant Ignacio Villarreal and the other IVC Camp defendants and that if said funds are released to the custody of any alleged administrator of said company said funds will be stolen by said Defendants as have all other property belonging to [Doña Raquel.]

To briefly summarize some of the other pertinent allegations in the petition: Marcelo and Raquel instituted legal proceedings in Mexico to protect their mother's property rights, and consequently, Doña Raquel's bank account in Mexico containing 34 million pesos was frozen by court order; the Villarreal defendants secretly moved Doña Raquel to Texas “to subvert the authority of courts in Mexico” and induced her to sign over all of her property to them; and criminal proceedings were instituted against Ignacio in Mexico for Doña Raquel's kidnapping and the theft of her property. After locating their mother in Texas, the plaintiffs instituted the legal proceedings previously referenced in Cameron County.

In response to these allegations, San Pedro Impulsora filed a special appearance and an original answer subject to the special appearance.⁵ The facts adduced by San Pedro Impulsora pursuant to its verified special appearance include: San Pedro Impulsora is a Mexican corporation, incorporated on September 23, 2003, duly organized and existing under Mexican law; San Pedro Impulsora is a nonresident of Texas and conducts no business in Texas; San Pedro Impulsora is not and has never been a resident of Texas, nor does it now or has it ever maintained a registered agent for service in Texas; San Pedro Impulsora has never maintained an office or mailing address in Texas; San Pedro Impulsora has never maintained any telephone, facsimile, or other communication facilities of any kind in Texas; San Pedro Impulsora has no employees, representatives, officers, directors, or agents conducting business within Texas; San Pedro Impulsora does not own, lease, rent, or control any real property in Texas; other than maintaining an account at Lone Star,...