OPINION This interlocutory appeal follows the trial court’s denial of a special appearance.[1] After their brother Scott James died, Monty James and Angela Sonnenschein sued Jane Dawson and Accordia Life and Annuity Company, alleging they are the proper beneficiaries of Scott’s life insurance proceeds. Jane,[2] a California resident, filed a special appearance, which the district court denied. We reverse the trial court’s order and render judgment dismissing all claims against Jane for lack of personal jurisdiction. Factual Background Jane has lived in California her whole life. After meeting in California in 1994, Jane and Scott dated on-and-off for approximately twenty-three years. Scott moved from California to Waco, Texas in 2014 to become an Associate Professor of Geosciences at Baylor University. He and Jane maintained their personal relationship long-distance, and in July 2016, Jane and Scott got married in California. When Jane and Scott married, Jane was a fulltime student finishing her graduate degree at an Irvine, California satellite campus of Pepperdine University. The couple discussed Jane moving to Texas after her fall semester in December 2016, and Jane shipped several boxes of her belongings to Scott’s home in Waco. However, after Jane visited Scott in Waco for less than one week following the wedding, the couple decided to get a divorce. Jane filed for divorce in California in October 2016, and the divorce was finalized in January 2018. Though the couple maintained an amicable relationship, Jane never returned to Texas. Scott purchased a life insurance policy through Accordia in 2008. In 2014, Scott made Jane the primary beneficiary and designated Monty as his contingent beneficiary. In 2018, after Jane and Scott’s divorce was finalized, Scott emailed his insurance agent, asking him to “[e]nsure [J]ane is not my beneficiary.” Shortly after, Scott completed an Accordia beneficiary change request form and designated Angela and Monty as his two primary beneficiaries. Accordia then informed Scott the change could not be completed because Scott had not completely provided for 100% of the contingent proceeds, instead designating Monty as his 99% contingent beneficiary. Accordia requested he complete a new beneficiary designation form to correct the problem. However, Scott never did so, and on May 2, 2021, Scott died unexpectedly while visiting family in California. Following Scott’s death, Accordia sent Jane a letter to her home in California containing instructions for how to file a beneficiary claim for Scott’s life insurance policy proceeds. Jane completed and returned the form to Accordia’s Illinois address. Shortly after, Monty informed Accordia he was disputing the beneficiary designations under the policy. This suit followed. Procedural Background Monty, a California resident, and Angela, a South Dakota resident, sued Jane and Accordia, an Iowa corporation with its principal place of business in Iowa, in McLennan County on June 17, 2021. They requested declaratory relief that Scott’s beneficiary designation—reflecting Jane as his primary life insurance beneficiary—was ineffective under Texas law and his earlier attempt to change his beneficiaries to Monty and Angela was instead effective. The petition stated Jane is a resident of Orange County, California and claimed the court had jurisdiction over Jane because “she was at one point designated a beneficiary of the subject life insurance policy and is a potential claimant to the policy proceeds,” but it made no other allegations to support the district court’s ability to exercise personal jurisdiction over her. Jane responded by timely filing a special appearance. She appended to it an affidavit in which she testified she is not and has never been a Texas resident. She also stated she does not engage in business in Texas, has not committed a tort in Texas, has no place of business in Texas, and has no continuing and systematic contacts with Texas. Jane also affirmed she did not designate herself as the beneficiary of Scott’s life insurance policy. Accordia responded by filing its answer, affirmative defenses, and counterclaim in interpleader. In its counterclaim, Accordia requested the court accept deposit of the policy proceeds into the court’s registry. However, at the time of the special appearance hearing, the court had not granted Accordia’s request, and no funds have been interpleaded. In response to Jane’s special appearance, Monty and Angela amended their petition to include additional jurisdictional allegations about Jane. It stated: Jane Dawson had [] minimum contact with the state of Texas as she married Scott James while he was a resident of Texas. She moved to Texas to live with Scott James from approximately July 2016 through approximately September 2016. Her specific contacts are in relation to the issues herein, as she married a Texas resident, moved to Texas to live with him, and is an apparent claimant to the proceeds of a life insurance policy owned by the Texas resident. Jane Dawson is ‘availing herself’ of Texas if she is indeed seeking the proceeds of a policy owned by a longtime Texas resident that she married. Their first amended petition also added a breach of contract claim against Accordia based on Scott’s 2018 attempt to change his beneficiary designations. Jane then filed a first amended special appearance in which she reiterated her allegations from her original special appearance. Additionally, she responded to Monty and Angela’s claim that she “moved to Texas” from July through September 2016, stating during this period she was a fulltime student, living in Laguna Niguel, California, and visited Texas for less than one week. Jane also contended during the “entire time” of her twenty-three year relationship with Scott, she resided in California, where they met, married, and divorced. Finally, she stated her extent of involvement with the life insurance policy was limited to receiving Accordia’s letter with instructions on how to claim benefits, which she states she “filled out . . . in California and mailed it from California back to Accordia in Illinois.” Jane later filed additional documents produced by Accordia, including Scott’s application for the life insurance policy and records of his past beneficiary designations, in support of her special appearance. Monty and Angela responded to Jane’s first amended special appearance, arguing Jane married a Texas resident, moved to Texas and was “briefly” a Texas resident, and is claiming proceeds from a deceased Texas resident’s life insurance policy. They conceded “[t]here are no tort, contract or other affirmative claims for relief” against Jane but argued “[t]his case is unique” because Jane is a claimant who could “avoid suit simply by disclaiming any interest” in the policy proceeds. They also contended district courts “‘always have quasi in rem jurisdiction to determine who owns funds tendered into the court’s registry,’” and Texas’s “interest in resolving the controversy is overwhelming.” Finally, Monty and Angela argued due process concerns are not implicated because federal statutory interpleader, see 28 U.S.C. § 2361—though not at issue here—permits nationwide service of process and relaxes personal jurisdiction requirements. They contend because Texas law permits courts to “exercise personal jurisdiction[] as far as constitutional limits permit,” the district court’s exercise of personal jurisdiction over Jane “as an interpleader claimant necessarily passes constitutional muster,” and “Accordia’s interpleader rights will be frustrated” otherwise. Their response appended Jane and Scott’s divorce paperwork, several emails between Scott and various third parties, and a declaration from Monty. In response, Jane objected to Monty’s affidavit because it contains inadmissible hearsay, is not based on Monty’s personal knowledge, and contains statements that are not positive factual assertions. On September 14, 2021, the district court held an evidentiary hearing on Jane’s special appearance. Jane testified to the facts set forth in her special appearance affidavits and again stated she is not nor has she ever been a Texas resident. She also affirmed she never made any effort to change her voter registration, mailing address, or driver’s license to Texas from California. In argument, Monty and Angela’s counsel conceded the “dispute as to whether or not Jane Dawson moved to Texas in July or was planning to move in later . . . is irrelevant,” and clarified “we’re not arguing that Jane Dawson’s five days in Texas are sufficient to confer jurisdiction over her.” Instead, counsel contended the “only thing that’s relevant is . . . she [is] claiming the proceeds of an asset owned by a Texan,” and “Scott James was a Texan.” Monty and Angela’s counsel again invoked the federal interpleader statute, though agreed it does not apply here. The district court denied Jane’s special appearance. Jane requested the court issue findings of fact and conclusions of law, although none appear in our record. Jane appealed.[3] Standard of Review We review a trial court’s denial of a special appearance de novo. Fed. Corp., Inc. v. Truhlar, 632 S.W.3d 697, 716 (Tex.App.—El Paso 2021, pet. denied). Whether a court has personal jurisdiction over a defendant is a legal question. BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). When, as here, the trial court does not make findings of fact and conclusions of law, all facts necessary to support the judgment and which are supported by the evidence are implied. Id. at 795. However, if the appellate record includes the clerk’s and reporter’s records, as this case’s appellate record does, these implied findings are not conclusive and may be challenged for legal and factual sufficiency of the evidence. Id. When the relevant facts are undisputed, we need not consider any implied findings of fact and consider only the legal question of whether the undisputed facts establish Texas jurisdiction. Old Republic Nat’l Title Ins. Co. v. Bell, 549 S.W.3d 550, 558 (Tex. 2018). Applicable Law “A court must have both subject matter jurisdiction over a case and personal jurisdiction over the parties to issue a binding judgment.” Luciano v. SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 7–8 (Tex. 2021). A Texas court may exercise personal jurisdiction over a nonresident “when two criteria are satisfied: (1) the Texas long arm statute must grant jurisdiction; and (2) the exercise of jurisdiction must comport with federal and state constitutional guarantees of due process.” Searcy v. Parex Res., Inc., 496 S.W.3d 58, 66 (Tex. 2016)[Citations omitted]. The Texas long-arm statute authorizes the exercise of jurisdiction over a nonresident defendant doing business in Texas. TEX.CIV.PRAC.& REM.CODE ANN. §§ 17.041–.045. Texas’s long-arm statute specifically provides: In addition to other acts that may constitute doing business, a nonresident does business in this state if the nonresident: (1) contracts by mail or otherwise with a Texas resident and either party is to perform the contract in whole or in part in this state; (2) commits a tort in whole or in part in this state; or (3) recruits Texas residents, directly or through an intermediary located in this state, for employment inside or outside this state. Id. § 17.042. The long-arm statute’s “broad doing-business language allows [it] to reach as far as the federal constitutional requirements of due process will allow.” Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 575 (Tex. 2007)[Internal quotation marks omitted]. The plaintiff bears the initial burden of pleading sufficient factual allegations to bring a nonresident defendant within the reach of the long-arm statute. BMC Software Belgium, 83 S.W.3d at 793. This notice-pleading requirement is “minimal” and may be satisfied with an allegation that the nonresident defendant is doing business in Texas or committed tortious acts in Texas. Gaddy v. Fenenbock, 652 S.W.3d 860, 871 (Tex.App.—El Paso 2022, no pet.). However, if the plaintiff does not plead sufficient facts to bring the defendant within reach of the long-arm statute, the defendant needs to prove only that he or she is not a Texas resident. Kelly v. Gen. Interior Const., Inc., 301 S.W.3d 653, 658–59 (Tex. 2010). If the petition is insufficient to bring the defendant under the long-arm statute, the plaintiff should amend the pleading to include sufficient factual allegations. Id. at 659. If the plaintiff does plead sufficient facts to meet this initial burden, the burden then shifts to the nonresident defendant to negate all jurisdictional bases alleged by the plaintiff. Id. at 658. “The defendant can negate jurisdiction on either a factual or legal basis.” Id. at 659. On a factual basis, “the defendant can present evidence that it has no contacts with Texas, effectively disproving the plaintiff’s allegations.” Id. On a legal basis, the defendant can show that even if the alleged facts are true, the evidence is legally insufficient to establish jurisdiction; the defendant’s contacts with Texas fall short of purposeful availment; for specific jurisdiction, the claims do not arise from the contacts; or traditional notions of fair play and substantial justice would be offended by the exercise of jurisdiction. Id. The exercise of jurisdiction meets federal due-process standards “only if the defendant has established ‘minimum contacts’ with the forum state such that maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’” Luciano, 625 S.W.3d at 8 (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). “Courts analyze whether the due-process standard is met from two perspectives: general jurisdiction and specific jurisdiction.” Southwire Co., LLC v. Sparks, No. 02-21-00126-CV, 2021 WL 5368692, at *4 (Tex.App.—Fort Worth Nov. 18, 2021, no pet.)(mem. op.)(citing Luciano, 625 S.W.3d at 8). “A court has general jurisdiction over a nonresident defendant whose ‘affiliations with the State are so []continuous and systematic[] as to render [it] essentially at home in the forum State.’” Luciano, 625 S.W.3d at 8 (quoting TV Azteca v. Ruiz, 490 S.W.3d 29, 37 (Tex. 2016)). “By contrast, specific jurisdiction ‘covers defendants less intimately connected with a State, but only as to a narrower class of claims.’” Id. (quoting Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., — U.S. —, 141 S.Ct. 1017, 1024 (2021)). “Specific jurisdiction is not as exacting as general jurisdiction in that the contacts may be more sporadic or isolated so long as the cause of action arises out of those contacts.” Gaddy, 652 S.W.3d at 871 (citing Spir Star AG v. Kimich, 310 S.W.3d 868, 873 (Tex. 2010)). With specific jurisdiction, a minimum-contacts showing requires two things: (1) that “the defendant purposefully avails itself of the privilege of conducting activities in the forum state[;]” and (2) “ the suit ‘arise[s] out of or relate[s] to the defendant’s contacts with the forum[.]‘” Luciano, 625 S.W.3d at 8–9. The first prong of the specific-jurisdiction inquiry is purposeful availment. Id. To determine whether a nonresident defendant has purposefully availed himself of the privilege of conducting activities in Texas, courts consider three factors. E.g., Old Republic Nat’l Title Ins., 549 S.W.3d at 559. “First, it is only the defendant’s contacts with the forum that count: purposeful availment ‘ensures that a defendant will not be haled into a jurisdiction solely as a result of . . . the ‘unilateral activity of another party or a third person.’” Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005)(quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)). Second, “the contacts relied upon must be purposeful rather than random, fortuitous, or attenuated.” Moki Mac, 221 S.W.3d at 575. Nonresident defendants “who ‘reach out beyond one state and create continuing relationships and obligations with citizens of another state’ are subject to the jurisdiction of the latter in suits based on their activities.” Michiana, 168 S.W.3d at 785 (quoting Burger King, 471 U.S. at 473). Third, the “defendant must seek some benefit, advantage, or profit by ‘availing’ itself of the jurisdiction.” Moki Mac, 221 S.W.3d at 575 (quoting Michiana, 168 S.W.3d at 785). That is because “[j]urisdiction is premised on notions of implied consent—that by invoking the benefits and protections of a forum’s laws, a nonresident consents to suit there.” Michiana, 168 S.W.3d at 785 (citing World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)). The second prong of the specific-jurisdiction inquiry is relatedness. Even if courts find purposeful availment, specific jurisdiction exists only “when the cause of action arises from or is related to purposeful activities in the state.” Moncrief Oil Intern. Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 (Tex. 2013). The relatedness requirement “lies at the heart of specific jurisdiction by defining the required nexus between the nonresident defendant, the litigation, and the forum.” Moki Mac, 221 S.W.3d at 579. Analysis On appeal, Jane contends the district court erred in denying her special appearance because she is not a Texas resident, the minimum-contacts requirement is not established, and the exercise of jurisdiction would offend traditional notions of fair play and substantial justice. Specifically, she maintains the evidence is factually and legally insufficient to support a finding of specific jurisdiction simply because she applied for Scott’s life insurance policy proceeds.[4] She also contests Monty and Angela’s characterization of this case as quasi in rem or an interpleader action. Because Monty and Angela contend a quasi in rem or interpleader case is subject to different jurisdictional standards, we consider the latter issue first. 1. This case is not an interpleader action. Jane refutes Monty and Angela’s characterization of this case as quasi in rem based on Accordia’s counterclaim in interpleader. She also argues in the alternative that even if this case were quasi in rem, the same personal jurisdiction standard applies and requires minimum contacts with the forum state. Monty and Angela contend this is an interpleader case and, as such, a quasi in rem proceeding. They maintain Jane has minimum contacts “with Texas, with Scott James, and with the single disputed asset” to meet the “minimal threshold” for personal jurisdiction in a quasi in rem dispute. It is hornbook law that a state may exercise personal jurisdiction over a non-resident defendant “only if the defendant has ‘certain minimum contacts with the forum such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.’” Rush v. Savchuk, 444 U.S. 320, 327 (1980)(quoting Int’l Shoe, 326 U.S. at 316). Indeed, “all assertions of state-court jurisdiction must be evaluated according to the standards set forth in International Shoe and its progeny.” Shaffer v. Heitner, 433 U.S. 186, 212 (1977)[Emphasis added]. Shaffer makes clear that all assertions of jurisdiction, including quasi in rem, are subject to “the same test of ‘fair play and substantial justice’ as governs assertions of jurisdiction in personam[.]” Id. at 207. Accordingly, there is no lower burden Monty and Angela are entitled to in pleading jurisdictional facts to support the trial court’s exercise of personal jurisdiction over Jane. Further, this case is not an interpleader action. While Accordia filed its interpleader in counterclaim, the district court has yet to grant that request, and no funds have been deposited into the court’s registry. The caselaw Monty and Angela cite supporting a trial court’s quasi in rem jurisdiction to determine who owns funds tendered into the court’s registry is therefore inapposite. See, e.g., Madeksho v. Abraham, Wakins, Nichols & Friend, 112 S.W.3d 679, 686–87(Tex.App.— Houston [14th Dist.] 2003, pet. denied)(concluding trial court had subject-matter jurisdiction post- judgment to determine ownership of funds deposited in court’s registry). The case before us is a declaratory judgment action with a breach-of-contract claim against Accordia. In any event, even in a Texas interpleader action, the trial court still must properly exercise personal jurisdiction over the parties, who may challenge that exercise through a timely filed special appearance. See Kehoe v. Pollack, 526 S.W.3d 781, 789–90 (Tex.App.—Houston [14th Dist.] 2017, no pet.)(noting process for filing a special appearance in interpleader action); Law Offices of Lin & Associates v. Deng, No. 14-07-00729-CV, 2009 WL 36480, at *2 (Tex.App.—Houston [14th Dist.] Jan. 8, 2009, no pet.)(mem. op.)(discussing party’s right to challenge personal jurisdiction on service-of-process grounds in interpleader matter). Jane did just that. Monty and Angela’s argument that the Federal Interpleader Act confers jurisdiction is similarly misplaced because, as they readily concede, federal statutory interpleader is not at issue here. Simply because an uninvoked federal statute permits nationwide service of process does not provide legal support for the exercise of personal jurisdiction over Jane in this case, in which that statute is irrelevant. See 28 U.S.C.A. § 2361. Accepting Monty and Angela’s argument otherwise would vitiate the minimum-contacts analysis and upend well-settled constitutional requirements for personal jurisdiction. Issue One is sustained. 2. The trial court erred in denying Jane’s special appearance. The applicable law on burden shifting in special appearance cases is well settled: “If the plaintiff fails to plead facts bringing the defendant within reach of the long-arm statute (i.e., for a tort claim, that the defendant committed tortious acts in Texas), the defendant need only prove that it does not live in Texas to negate jurisdiction.” Kelly, 301 S.W.3d at 658–59 [Citation omitted]. Here, Monty and Angela’s live petition lacks sufficient allegations to support the exercise of specific jurisdiction. In other words, the trial court lacks jurisdiction over Jane because Monty and Angela do not allege any conduct sufficient to establish minimum contacts in Texas or that directly relate to the cause of action asserted. Monty and Angela did not plead sufficient facts to bring Jane within the reach of the Texas long-arm statute. In their amended petition, the only jurisdictional allegation about Jane is that she “was at one point designated a beneficiary of the subject life insurance policy and is a potential claimant to the policy proceeds.” The extent of their allegations of Jane’s contacts with Texas are limited to her relationship with Scott: They allege Jane “married a Texas resident, moved to Texas to live with him,[5] and is an apparent claimant to the proceeds of a life insurance policy owned by the Texas resident.” But Monty and Angela’s allegations regarding Jane’s contacts with Scott are irrelevant because “our ‘minimum contacts’ analysis looks to the defendant’s contacts with the forum State itself, not the defendant’s contacts with persons who reside there.” Walden v. Fiore, 571 U.S. 277, 285 (2014). Further, Monty and Angela’s jurisdictional allegations rely upon Scott naming Jane as a beneficiary to his life insurance policy. However, “the unilateral acts of a third-party cannot establish minimum contacts.” Mesa Underwriters Speciality Ins. Co. v. ABCO Builders, Inc., No. 4:18-CV-00221-O, 2018 WL 6737684, at *4 (N.D. Tex. Nov. 8, 2018)(applying Texas law); see also Dawson-Austin v. Austin, 968 S.W.2d 319, 327 (Tex. 1998)(concluding the unilateral actions of one party could not create the contacts between the state and the other party necessary for jurisdiction in a divorce action); Quimby, 2019 WL 2528200, at *3 (affirming trial court’s grant of special appearance because, among other things, plaintiff’s maintenance of Texas residency throughout their marriage was irrelevant for the purpose of asserting jurisdiction over the nonresident defendant). In short, instead of following the clear and settled law regarding burdens of proof for nonresident personal jurisdiction, Monty and Angela attempt to carve out an exception based on the facts of this case.[6] There is no law to support their position. And because the relevant facts are undisputed, we are left with the purely legal question of whether the undisputed facts establish Texas jurisdiction. Old Republic Nat’l Title Ins. Co., 549 S.W.3d at 558. Because Monty and Angela’s only jurisdictional allegations are based on Jane’s contact with a Texas resident, not the forum state itself, and are a result of Scott’s unilateral conduct, the trial court erred by denying her special appearance. Accordingly, because Monty and Angela did not meet their burden to plead sufficient facts to bring Jane within the reach of the Texas long-arm statute, all Jane had to do was prove she is not a Texas resident. See Kelly, 301 S.W.3d at 658–59. Jane’s affidavit establishes she is a California resident who has never lived in Texas. Monty and Angela did not challenge that fact, nor did they “present any responsive evidence establishing the requisite link with Texas.” Id. at 660. Having met her burden of proof, Jane’s special appearance should have been granted. Issue Two is sustained.[7] CONCLUSION For the above reasons, we reverse the district court’s denial of Jane’s special appearance and render judgment granting the same. We dismiss the claims against her for lack of personal jurisdiction. YVONNE T. RODRIGUEZ, Chief Justice November 28, 2022 Before Rodriguez, C.J., Palafox, and Alley, JJ.
