Personal Jurisdiction Over Corporate Agents Requires Allegations of Personal Tortious Acts, Not Imputed Corporate Conduct
Judge Bill Whitehill
Decided July 21, 2026
Mem. Op.
Jurisdiction & Remand
In CWK Management v. Maggi, the Texas Business Court granted a nonresident shareholder's special appearance, holding that specific personal jurisdiction does not exist where plaintiffs allege only that the defendant "concocted" or "orchestrated" a transaction through an LLC, without alleging personal tortious acts in Texas or seeking to pierce the corporate veil. The court rejected imputation of the LLC's contacts to the individual defendant, emphasizing that conclusory group pleading cannot satisfy the plaintiff's jurisdictional burden.
Court Staff Summary
The court lacks specific personal jurisdiction over a defendant LLC's nonresident shareholder where plaintiffs do not seek to pierce the corporate veil nor allege that the shareholder personally engaged in any acts in Texas that form the operative acts that will be the focus at trial.
Background
CWK Management, Inc. and Vincent Carfora brought suit derivatively on behalf of CWKCWE Management, LLC against multiple defendants, including Bill Poland, challenging a 2025 sale of BWE II, LLC's car wash businesses to entities principally owned by defendants Deno Maggi and Terrall Hill. Plaintiffs alleged the sale occurred at a price substantially below its value in violation of CWKCWE's Limited Liability Company Agreement. Poland, a nonresident and BWE II shareholder, filed a verified special appearance challenging the court's personal jurisdiction over him.
The Jurisdictional Standard
Plaintiffs asserted only specific personal jurisdiction over Poland, which requires that "(1) the defendant purposefully avails itself of conducting activities in the forum state, and (2) the cause of action arises from or is related to those contacts or activities." The court emphasized that for jurisdiction to exist, "there must be a substantial connection between those contacts and the operative facts of the litigation"—meaning facts that "will be the focus of the trial" and "will consume most if not all of the litigation's attention."
The Court's Analysis
The court framed the central issue as "whether specific jurisdiction exists over BWE's nonresident shareholder where plaintiffs do not seek to pierce the corporate veil nor allege that the shareholder personally engaged in any acts in Texas that form the operative acts that will be the focus at trial." The court concluded that plaintiffs failed to establish personal jurisdiction over Poland.
The court found that allegations Poland "concocted" or "orchestrated" the transaction constituted impermissible group pleading and were conclusory and insufficient to carry plaintiffs' jurisdictional burden. Critically, plaintiffs did not allege that Poland "committed a tortious act in whole or in part in Texas that would support personal—meaning direct—liability against him such as making a fraudulent statement, breaching a personal duty, stealing a trade secret, committing a trespass, or converting an asset."
The court emphasized the fundamental distinction between corporate and individual liability: BWE entered into the disputed transaction, not Poland personally. The court held that "without piercing the corporate veil, allegations against BWE cannot be imputed to Poland." The court noted that plaintiffs improperly sought "to impute another person's (BWE's) conduct to him," explaining that "only the defendant's contacts with the forum are relevant, not the unilateral activity of another party or a third person."
Significance
The decision reinforces that nonresident shareholders and managers of entities doing business in Texas cannot be haled into Texas courts based solely on the entity's contacts with the forum, absent veil-piercing allegations or personal tortious conduct in Texas. Conclusory allegations that a defendant "orchestrated" or "concocted" a transaction through an entity, without more, are insufficient to establish specific personal jurisdiction.