Petrosaudi Oil Servs. Ltd. v. Hartley

• Decision Date: 29 December 2020
• Docket Number: NO. 01-19-00607-CV,01-19-00607-CV
• Citation: 617 S.W.3d 116
• Parties: PETROSAUDI OIL SERVICES LTD., Appellant v. William HARTLEY, Appellee
• Court: Texas Court of Appeals

617 S.W.3d 116

PETROSAUDI OIL SERVICES LTD., Appellant

v.William HARTLEY, Appellee

NO. 01-19-00607-CV

Court of Appeals of Texas, Houston (1st Dist.).

Opinion issued December 29, 2020

Jeffrey R. Bale, Lewis E. Henderson, THE BALE LAW FIRM, PLLC, Kensington I, Suite 200, 1600 Highway 6 South, Sugar Land, Texas 77478, for Appellant.

Marcus R. Spagnoletti, Eric J. Rhine, SPAGNOLETTI LAW FIRM, 401 Louisiana Street, 8^th Floor, Houston, Texas 77002, David George, Texas Bar No. 00793212, Jessica Breitbeil, Texas Bar No. 24013711, BAKER•WOTRING LLP, JPMorgan Chase Tower, 600 Travis Street, Suite 700, Houston, Texas 77002, for Appellee.

Panel consists of Justices Keyes, Lloyd, and Landau.

Evelyn V. Keyes, Justice

In this interlocutory appeal, William Hartley, a welder, sued PetroSaudi Oil Services, Ltd. (PetroSaudi), among other defendants, under the Jones Act for injuries he allegedly received while working on the M/V PetroSaudi Saturn, a drillship that was anchored off the coast of Trinidad and Tobago. PetroSaudi filed a special appearance, asserting that it was a nonresident of Texas and that Texas courts could not exercise personal jurisdiction over it consistent with due process guarantees. The trial court denied PetroSaudi's special appearance. In three related issues, PetroSaudi argues that: (1) it did not waive its special appearance; (2) the jurisdictional evidence is not legally and factually sufficient to support the trial court's exercise of personal jurisdiction over it; and (3) its Houston-based subsidiary corporation is not its alter ego, and therefore that company's contacts with Texas cannot be imputed to PetroSaudi.

We affirm.

Background

Hartley, a Louisiana resident, is a welder. On May 1, 2015, he was working on the M/V PetroSaudi Saturn, a drillship anchored off the coast of Trinidad and Tobago. Hartley alleges that he was seriously injured while carrying a large piece of steel across the vessel. Specifically, he alleges that, as he lowered the piece of steel to the deck, "he felt a knife-like sensation in his groin," and he had to be transported to a hospital onshore, where he underwent surgery for a hernia

. He alleges that his "current injuries include, but are not limited to, a right-side inguinal hernia, as well as pain in his neck, back, bilateral buttocks, and left foot."

On January 17, 2018, Hartley filed suit against several defendants: Spencer Ogden, Inc., Spencer Ogden, Inc. d/b/a Spencer Ogden USA Inc., Procurement Services (Delaware) Inc., and the appellant here, PetroSaudi Oil Services Ltd.¹ Hartley asserted negligence and gross negligence claims under the Jones Act. He alleged that his injuries were caused by the defendants' breach of their duty to provide a seaworthy vessel, and he alleged that, because he was injured while in the service of the vessel, the defendants owed him a non-delegable duty to provide him with the benefits of maintenance and cure.

Hartley alleged that two of the Spencer Ogden entities—Spencer Ogden, Inc. and Spencer Ogden, Inc. d/b/a Spencer Ogden USA Inc.—were Texas corporations with their principal places of business in Houston, and he alleged that Procurement Services (Delaware) Inc. was a Delaware corporation with its principal place of business in Houston. He alleged the following with respect to PetroSaudi:

Defendant PetroSaudi Oil Services Ltd., is a foreign company doing business within the State of Texas for the purpose of accumulating monetary profit, that is at home in the State of Texas. This Defendant holds itself out as doing business in the State of Texas at, and operates out of an office and conducts business via Procurement Services (Delaware) Inc. This Defendant was the owner, operator and/or manager of the vessel on which [Hartley] was working ... at the time of his injuries.

Hartley alleged, alternatively, that PetroSaudi was registered in the Cayman Islands and did not maintain a principal office in Texas.

Hartley also alleged that the trial court could exercise personal jurisdiction over all of the defendants. Specifically, he alleged:

Plaintiff's claims and causes of action arise out of, are related to or are connected with each defendant's contacts with the State of Texas and enable this Court to exercise specific personal jurisdiction over Defendants without violating any defendant's due process rights under the United States Constitution. Such minimum contacts with the State of Texas supporting the exercise of specific personal jurisdiction over Defendants include, but are not limited to, the following. PetroSaudi Oil Services Ltd. has an office located at [an address on the North Sam Houston Parkway in Houston]. PetroSaudi Oil Services Ltd. contracted with Griffin, a Houston-based company providing travel solutions to the energy industry, for travel used by the Plaintiff [after his injury]. PetroSaudi Oil Services Ltd. through the use of an agent and/or an intermediary solicits, hires, and employs a variety of workers on its offshore vessel through a company located in Houston, Harris County, Texas: Defendant Spencer Ogden Inc. PetroSaudi Oil Services Ltd. contracted with Houston-based Defendant Spencer Ogden Inc. to provide both training to Plaintiff and the services of qualified medics to perform emergency medical treatment. As such, this Court has specific jurisdiction or in the alternative, the quality and characteristics of both Defendants' contacts should deem them to be "at home" in the State of Texas.

Hartley alleged that both PetroSaudi and Procurement Services have an office at the same address in Houston. Hartley also alleged that the trial court could exercise personal jurisdiction over PetroSaudi on an alter ego theory, alleging that PetroSaudi controls the actions of Procurement Services to the degree that they are not separate and distinct corporate entities. He alleged that Procurement Services is "at home" in Texas because its principal office is located in Houston, and he alleged that Procurement Services' contacts with Texas can be imputed to PetroSaudi.

PetroSaudi filed a special appearance on July 18, 2018, which it amended three times: on July 30, 2018, on September 11, 2018, and on February 26, 2019. It argued that it lacked sufficient minimum contacts with Texas to support the exercise of either general or specific personal jurisdiction, and it argued that Hartley's jurisdictional allegations in his petition were conclusory and failed to bring PetroSaudi within the scope of the Texas long-arm statute. PetroSaudi also argued that, even if it did have sufficient minimum contacts with Texas, exercising personal jurisdiction over it would offend traditional notions of fair play and substantial justice. Specifically, PetroSaudi argued that "[n]one of the events giving rise to this litigation occurred in Texas," that Hartley was a resident of Louisiana and had not sought medical treatment in Texas, and that no relevant medical or fact witnesses resided in Texas.

PetroSaudi attached the verification of its president, Timothy Myers, who averred that PetroSaudi was incorporated in the Cayman Islands; that it does not have an agent for service of process in Texas; that it does not have any shareholders, officers, or directors who are Texas residents; that it has never maintained an office in Texas; that it has never been licensed to do business in Texas; that it does not solicit business in Texas; that it has never owned, rented, or leased any real or personal property in Texas; that it has never maintained business records in Texas; that it has never conducted banking business, "record keeping functions," accounting work, or administrative functions in Texas; it has never had a shareholders' or directors' meeting in Texas; it has never applied for a loan or acted as a guarantor on a bank loan in Texas; it has never paid franchise taxes in Texas or filed an income tax return in Texas; it has never published advertisements in Texas; and it has never initiated any litigation in Texas.

Myers also averred that PetroSaudi "has never managed or operated the M/V PetroSaudi Saturn , a Singapore-flagged drill ship that has never operated from any port in Texas"; it has never chartered the vessel to a Texas company; it has never entered into a drilling contract with a Texas company; and it has never "been awarded work through companies with offices located in Texas for work to be performed in whole or in part within the State of Texas." Myers averred that PetroSaudi "sends employees to Texas for initial ISM training and certification, and occasionally sends employees to Texas to attend other training courses, typically at the request of the employee involved." Myers further averred that none of the acts complained of by Hartley occurred in Texas.

The parties conducted jurisdictional discovery, which included taking the depositions of Myers and several employees of Procurement Services. PetroSaudi filed its third amended special appearance in February 2019 and attached additional evidence in support. This evidence included excerpts from Myers' deposition. Myers testified concerning the corporate structure of the PetroSaudi family of companies and the role that each company plays. PetroSaudi Oil International is the parent company of PetroSaudi Oil Services, which is the parent company of Procurement Services, an entity that "provided services to other entities in the group," and PetroSaudi Oil Services (Venezuela) Ltd., an entity that was responsible for managing and operating the M/V PetroSaudi Saturn. Myers testified that he is PetroSaudi's only employee and he works in London.

He described the companies' functions as follows:

I'm PetroSaudi Oil Services, Ltd., I'm looking out for—let PetroSaudi (Venezuela) run the rig. Procurement Services here in Houston does its thing procuring, supporting Venezuela. My PetroSaudi Oil Services hat, I'm looking for new business opportunities ... which would be, you know, anywhere in the world.

He testified...