Sarjak Container Lines Sing. Pte Ltd. v. Semons
| Decision Date | 04 May 2023 |
| Docket Number | 01-21-00508-CV |
| Parties | SARJAK CONTAINER LINES SINGAPORE PTE LTD., Appellant v. BARBARA SEMONS, Appellee |
| Court | Texas Court of Appeals |
On Appeal from the County Civil Court at Law No. 3 Harris County, Texas Trial Court Case No. 1155769
Panel consists of Justices Landau, Guerra, and Farris.
Appellant Sarjak Container Lines Singapore PTE Ltd. ("Sarjak"), a Singaporean company, appeals the trial court's denial of its special appearance. Appellee Barbara Semons sued Sarjak asserting various employment-related claims.
After the county court entered a final no-answer default judgment against Sarjak, Sarjak filed a special appearance challenging personal jurisdiction, which the trial court denied by written order. In a single issue on appeal, Sarjak challenges the denial of its special appearance. Semons argues that this Court lacks jurisdiction because the case has become moot. We conclude that the appeal is not moot, and we have jurisdiction to reach the merits of Sarjak's appeal. We affirm.
In her petition, Semons alleged that Sarjak hired her in October 2016 as an executive director to work in Houston overseeing Sarjak's American shipping operations. At the time she was hired, Semons was Sarjak's only employee stationed in the United States. Two other employees, Soumen Majumdar and Ines Bigdeli, lived overseas. In January 2017, Majumdar tasked Semons with forming a new company in Texas, which would become Sebert Shipping, Inc., a wholly owned subsidiary of Sarjak. Majumdar is Sebert Shipping's sole officer.
After Semons formed Sebert Shipping, Majumdar obtained a visa and moved to Texas to run Sebert Shipping's operations. When he arrived in Texas, Semons alleged that he began treating her differently than he had before he moved to Texas because she was a female. For example, Semons alleged that Majumdar required her to report to a male colleague in a position inferior to her own. She had to give up her office to this male colleague and move into a "bull pen" setting that was much smaller than her office. She also learned that the male colleague earned nearly twice her salary despite holding an inferior position in the company. She also alleged that this male colleague and Majumdar treated her "very cruelly," including by cursing at her.
In April 2018, Sarjak sent Semons a list of customers owing more than $500,000 in tariffs that had not been collected by Sarjak's previous agent. Semons contacted all of the customers who owed tariffs, but the customers became upset upon learning for the first time that they owed the tariffs. One customer's attorney sent a letter to Sarjak demanding a copy of tariff paperwork that Sarjak was required to file with the Federal Maritime Commission before it could collect the tariffs from the customers. Semons contacted another Sarjak employee to request the necessary tariff paperwork but that employee did not know any paperwork needed to be filed so none had been filed. The Sarjak employee then contacted Sarjak's tariff company and its legal counsel. Sarjak then advised Semons that the paperwork had to be filed or the tariffs could not be collected from the customers. Semons reported this information to Majumdar, but he demanded that she collect the tariffs from the customers anyway. Semons refused, which "enraged" Majumdar. He began "constantly" yelling at, belittling, and embarrassing Semons in front of the entire office. Semons was eventually terminated, and Sarjak told her she was terminated for refusing to collect the tariffs.
Semons filed a charge of gender discrimination and retaliation with the Equal Employment Opportunity Commission. She then sued Sarjak, Sebert Shipping, and Majumdar for gender discrimination in violation of Title VII of the Civil Rights Act of 1964 and the Texas Commission on Human Rights Act wrongful discharge, and tortious interference with her employment contract.[1] Semons sought actual damages, exemplary damages, attorney fees and costs, and interest.
On June 4, 2021, the county court signed a final no-answer default judgment against Sarjak.[2] The judgment recited that Semons's claims against Sarjak were meritorious, specifically reciting that Sarjak violated the Labor Code and caused harm to Semons. The judgment stated that Sarjak intentionally and willfully violated Semons's rights under the Labor Code which entitled Semons to exemplary damages. The judgment did not, however, award her any exemplary damages. The judgment awarded her actual damages, attorney's fees, and costs. The judgment also awarded her conditional appellate fees if Sarjak unsuccessfully appeals to this Court or the Texas Supreme Court.
On July 2, 2021, Sarjak filed several pleadings in the county court proceeding: a special appearance; a motion to vacate the default judgment and for new trial subject to its special appearance; and an answer with affirmative defenses subject to its special appearance.
In its special appearance, Sarjak argued that the county court lacked personal jurisdiction over it because it was not a resident of Texas, it lacked minimum contacts generally with Texas, and it lacked minimum contacts specifically related to Semons because it did not employ, contract with, or have prior interactions with Semons. The only evidence attached to Sarjak's special appearance was a declaration by Supal Shah, a resident of India, verifying that the facts stated in the special appearance were within his personal knowledge and were true and correct.
However, Sarjak's special appearance also referenced a declaration from Shah that was attached to Sarjak's contemporaneously filed motion to vacate and for new trial. In this declaration, Shah averred that he is the president of finance and strategy for Sarjak Container Lines PVT. LTD ("Sarjak India"), which Sarjak contends is a separate entity despite the similarity in the two entities' names. Nevertheless, Shah averred that he has personal knowledge of Sarjak's business and legal affairs.
He stated that Sarjak is a company incorporated in Singapore and has its principal place of business in Singapore. He also stated that Sarjak does not conduct business in Texas; have offices, facilities, or employees in Texas; or have a registered agent for service of process in Texas. He also stated that Sarjak did not employ or otherwise contract with Semons. Finally, Shah denied that he or any member of Sarjak's management knew about Semons's lawsuit until Sarjak received the notice of default judgment entered against it.
Semons filed a response to Sarjak's special appearance. She disputed that she was not employed by Sarjak, arguing that Sarjak hired her directly and is the sole parent company of Sebert Shipping. She attached the letter offering her employment to prove that Sarjak hired her. She also attached two franchise tax reports filed with the Texas Comptroller of Public Accounts, both of which list Sarjak as Sebert Shipping's sole parent company and Majumdar as Sebert Shipping's sole officer.
At a hearing on its special appearance, Sarjak disputed that the letter of employment proved that it hired Semons. Sarjak argued that the letter refers to Sarjak India, not Sarjak, and the two entities are separate despite the substantial similarity in their names. Sarjak argued that Shah's declaration denying that Sarjak ever employed or contracted with Semons supports this argument. Semons objected to Shah's declaration, as she had in her special appearance response, on the grounds that the declaration included hearsay and incorrect statements. She also disputed that the letter offering her employment showed that she was hired by Sarjak India rather than Sarjak. Semons attended the hearing, and her counsel offered several times to call her as a witness to prove that she was employed by Sarjak, but the court stated that it did not need her testimony.
Sarjak also argued that the Texas franchise tax reports showed only "an ostensible ownership structure or ownership interest for a separate entity and does not establish any of the requirements for minimum contacts." When the county court pressed Sarjak, however, its counsel conceded that Sarjak "is a fully owned subsidiary of this Sarjak India," the separate entity. Semons argued that Sarjak is the sole owner of Sebert Shipping, and that Semons formed Sebert Shipping while employed by Sarjak. Sarjak contended that mere ownership of a Texas subsidiary does not confer personal jurisdiction over the nonresident parent company. At the end of the hearing, the court denied the special appearance.
On September 2, 2021, the county court entered a written order denying Sarjak's special appearance. On September 21, 2021, Sarjak filed a notice of accelerated appeal of the order denying its special appearance.
We first address a jurisdictional issue raised by Semons. In her appellate brief, Semons argues that this appeal is moot because the notice of appeal was filed after the county court lost plenary power over the proceedings. According to Semons's argument, because the county court lacked plenary power when Sarjak filed its notice of appeal, this Court cannot redress Semons's injuries and we therefore lack jurisdiction over the appeal. Sarjak disputes that the county court had lost plenary power either when the court denied the special appearance or when Sarjak filed the notice of appeal. For the reasons discussed below, we conclude that the appeal is not moot because the county court had plenary power when it denied the special appearance, and Sarjak timely filed the notice of appeal under the Rules of Appellate Procedure thereby invoking this Court's appellate jurisdiction.
Whether we...
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