fiduciary shield doctrine in Texas

2019“Under the fiduciary shield doctrine, a nonresident officer or employee may not be subject to personal jurisdiction when all of his contacts with the forum state were made on behalf of his corporation or employer.” Ren v. ANU Res., LLC, 502 S.W.3d 840, 849 (Tex. App.—Houston [14th Dist.] 2016, no pet.); see SITQ E.U., Inc. v. Reata Rests., Inc., 111 S.W.3d 638 , 650–51(Tex. App.— Fort Worth 2003, pet. denied); see also Siskind v. Villa Found. for Educ., Inc., 642 S.W.2d 434, 438 (Tex. 1982) (“Absent some allegation of a specific act in Texas, or one with reasonably foreseeable consequences wit

2015Siskind v. Villa Found. for Educ., Inc., 642 S.W.2d 434, 438 (Tex. 1982); Hoffmann v. Dandurand, 180 S.W.3d 340, 347 (Tex. App.—Dallas 2005, no pet.). 22 This rule is sometimes referred to as the fiduciary shield doctrine.

2023Accordingly, “the fiduciary shield doctrine does not protect a corporate employee from the exercise of specific jurisdiction as to torts for which the employee may be held individually liable.” Morris, 150 S.W.3d at 218–19; Stern v. KEI Consultants, Ltd., 123 S.W.3d 482, 485 (Tex. App.—San - 14 - 04-22-00332-CV Antonio 2003, no pet.); see also Yujie Ren, 502 S.W.3d at 849–50; SITQ E.U., Inc. v. Reata Rest., Inc., 111 S.W.3d 638 , 650–51 (Tex. App.—Fort Worth 2003, pet. denied).

2019“Under the fiduciary shield doctrine, a nonresident officer or employee may not be subject to personal jurisdiction when all of his contacts with the forum state were made on behalf of his corporation or employer.” Ren v. ANU Res., LLC, 502 S.W.3d 840, 849 (Tex. App.—Houston [14th Dist.] 2016, no pet.); see SITQ E.U., Inc. v. Reata Rests., Inc., 111 S.W.3d 638 , 650–51(Tex. App.— Fort Worth 2003, pet. denied); see also Siskind v. Villa Found. for Educ., Inc., 642 S.W.2d 434, 438 (Tex. 1982) (“Absent some allegation of a specific act in Texas, or one with reasonably foreseeable consequences wit

2018Pty., Ltd. , 966 S.W.2d 798 , 803 (Tex. App.-Houston [1st Dist.] 1998, pet. denied) ("The 'fiduciary shield' doctrine protects an employee of a company from personal jurisdiction when the employee's actions have been on behalf of his employer."); Yujie Ren v. ANU Res., LLC , 502 S.W.3d 840 , 849 (Tex. App.-Houston [14th Dist.] 2016, no pet.) ("Under the fiduciary shield doctrine, a nonresident officer or employee may not be subject to personal jurisdiction when all of his contacts with the forum state were made on behalf of his corporation or employer.").

2015Brick Sales Co., 39 S.W.3d 291, 300 (Tex.App.-Fort Worth 2001, no pet.); see also Garner special appearance was heard. 3 Moreover, we have already v. Furmanite Australia Pty., Ltd., 966 S.W.2d 798 , 803 concluded that the fiduciary shield doctrine is inapplicable (Tex.App.-Houston [1st Dist.] 1998, pet. denied).

2025See, e.g., Tabacinic v. Frazier, 372 S.W.3d 658, 669 (Tex. App.—Dallas 2012, no pet.) (“Because this specific jurisdiction case includes allegations sounding in tort for which [individual defendants] may be held individually liable, the fiduciary shield doctrine does not apply.”); Cagle v. Clark, 401 S.W.3d 379, 392 (Tex. App.—Texarkana 2013, no pet.) (finding specific jurisdiction over corporate officer because the “fiduciary shield doctrine does not apply because general jurisdiction is not at issue”). 6 0132 Mr. Acconcia’s established contacts far exceed what Texas courts have deemed suffic

2021However, courts applying the fiduciary shield doctrine “have limited its application to attempts to exercise general jurisdiction over a nonresident.” Id. (collecting cases).

2015Brick Sales Co., Inc., 39 S.W.3d 291, 298 (Tex.App.-Fort Courts that have applied the fiduciary shield doctrine, Worth 2001, no pet.). however, have limited its application to attempts to exercise general jurisdiction over a nonresident defendant.

2015Brick Sales Co., 39 S.W.3d 291, 300 (Tex.App.-Fort Worth 2001, no pet.); see also Garner special appearance was heard. 3 Moreover, we have already v. Furmanite Australia Pty., Ltd., 966 S.W.2d 798 , 803 concluded that the fiduciary shield doctrine is inapplicable (Tex.App.-Houston [1st Dist.] 1998, pet. denied).

2021Nevertheless, it should also be noted that the Stull court applied the fiduciary-shield doctrine in a breach-of-contract case premised on specific jurisdiction, not a tort case. 411 S.W.3d at 138 .

2019But see Stull v. LaPlant, 411 S.W.3d 129, 138 (Tex. App.—Dallas 2013, no pet.) (holding that “even if a plaintiff asserts only specific jurisdiction regarding an alleged breach of contract against a non-resident agent of the contracting party, the agent’s contacts with Texas in furtherance of the principal’s business are attributable only to the employer, not to the agent, because the fiduciary shield doctrine applies”).

2015Further, "under the fiduciary shield doctrine, there is no blanket protection from personal jurisdiction simply because the defendant's alleged acts were done in a corporate capacity; instead, each defendant's contacts with the forum State must be assessed individually." Tabacinic v. Frazier, 372 S.W.3d 658, 664 (Tex. App.-Dallas 2012, no pet.) - 18 - (individual nonresident defendants who formed corporate entities for purpose of acquiring and selling real estate in Texas were not protected under the fiduciary shield doctrine from the exercise of specific personal jurisdiction in action by Tex

2015Accordingly, it applied the fiduciary shield doctrine to a contract claim where the individual defendants acted solely in their capacity as executives of the corporate defendant, and had no individual contractual obligation or liability.16 Thus, even Stull would agree that the fiduciary shield doctrine “does not protect a corporate officer from specific personal jurisdiction as to intentional torts or fraudulent acts for which he may be held individually liable.” Wright, 137 S.W.3d at 250 .

2023Accordingly, “the fiduciary shield doctrine does not protect a corporate employee from the exercise of specific jurisdiction as to torts for which the employee may be held individually liable.” Morris, 150 S.W.3d at 218–19; Stern v. KEI Consultants, Ltd., 123 S.W.3d 482, 485 (Tex. App.—San - 14 - 04-22-00332-CV Antonio 2003, no pet.); see also Yujie Ren, 502 S.W.3d at 849–50; SITQ E.U., Inc. v. Reata Rest., Inc., 111 S.W.3d 638 , 650–51 (Tex. App.—Fort Worth 2003, pet. denied).

2015Stern v. KEI Consultants, Ltd., made by Wright and Sage Holding 123 S.W.3d 482, 488 (Tex.App.-San Antonio 2003, no pet. that equipment design technology, h.); SITQ, 111 S.W.3d at 651; Brown, 39 S.W.3d at 300 ; that I, along with Ronald Boggess, cf. Garner v. Furmanite Australia Pty., Ltd., 966 S.W.2d held at that time would remain 798, 803 (Tex.App.-Houston [1st Dist.] 1998, pet. denied) the property of SEI, as would (holding that fiduciary shield doctrine protected Australian all corporate opportunities arising resident from trial court's exercise of general jurisdiction from the production a

2025“The fiduciary shield doctrine protects a corporate officer or employee from the trial court’s exercise of general jurisdiction when all of the individual’s contacts with Texas were on behalf of the employer.” Morris v. Kohls-York, 164 S.W.3d 686 , 696–97 (Tex. App.—Austin 10 2005, pet. dism’d).

2015Further, "under the fiduciary shield doctrine, there is no blanket protection from personal jurisdiction simply because the defendant's alleged acts were done in a corporate capacity; instead, each defendant's contacts with the forum State must be assessed individually." Tabacinic v. Frazier, 372 S.W.3d 658, 664 (Tex. App.-Dallas 2012, no pet.) - 18 - (individual nonresident defendants who formed corporate entities for purpose of acquiring and selling real estate in Texas were not protected under the fiduciary shield doctrine from the exercise of specific personal jurisdiction in action by Tex

2017As we noted earlier, the fiduciary shield doctrine does not protect Sussman from the exercise of specific jurisdiction, even if all of his contacts with Texas were performed in a –21– corporate capacity, if he “engaged in tortious or fraudulent conduct, directed at the forum, for which he may be held personally liable.” Ennis, 164 S.W.3d at 705 .

2015“Courts recognize that a corporate business relationship required him to communicate with officer is not protected from the exercise of specific Texas business associates.) jurisdiction, even if all of his contacts were performed in a corporate capacity, if the officer engaged in tortious or [19] [20] Appellees argue that all of those contacts with fraudulent conduct, directed at the forum state, for which he Texas and Bierman, as more fully described above, were as may be held personally liable.” Ennis, 164 S.W.3d at 707. either representatives of CoreLinks, or officers and directors Therefor

2023The fiduciary shield doctrine provides that “[a]n individual’s transaction of business within Texas solely as a corporate officer or employee does not create personal jurisdiction over that individual even though a Texas court has in personam jurisdiction over the corporation.” Morris v. Powell, 150 S.W.3d 212, 218 (Tex. App.—San Antonio 2004, no pet.), declined to follow on other grounds by Michiana, 168 S.W.3d at 788 n.63.

2023Accordingly, “the fiduciary shield doctrine does not protect a corporate employee from the exercise of specific jurisdiction as to torts for which the employee may be held individually liable.” Morris, 150 S.W.3d at 218–19; Stern v. KEI Consultants, Ltd., 123 S.W.3d 482, 485 (Tex. App.—San - 14 - 04-22-00332-CV Antonio 2003, no pet.); see also Yujie Ren, 502 S.W.3d at 849–50; SITQ E.U., Inc. v. Reata Rest., Inc., 111 S.W.3d 638 , 650–51 (Tex. App.—Fort Worth 2003, pet. denied).

2024Thus, “one frequently stated exception to the fiduciary shield doctrine is that it does not protect an officer or employee of a business entity from liability for torts the individual is alleged to –19– have committed while conducting the business of his employer because individuals are liable for the torts they commit.” Id.

2015The lower court enjoined Mr. Sargeant’s attempt to consummate the fraudulent scheme—initially by way of temporary restraining order issued on June could penetrate BTB’s purported corporate veil and exercise personal jurisdiction over Mr. Sargeant only because of a legal principle that the citizenship of the business entity (BTB) is attributed to its member (Sargeant) because they are “in reality . . . the same . . . .” Cf. Stuart v. Spademan, 772 F.2d 1185, 1197 (5th Cir. 1985) (“the fiduciary-shield doctrine—which holds that an individual’s transaction of business within the state solely as a

2015Finally, because the fiduciary shield doctrine renders any contacts with Texas by Enright in his capacity as an agent for his employer irrelevant for general jurisdiction, Wolf v. Summers-Wood, L.P., 214 S.W.3d 783, 790 (Tex. App.—Dallas 2007, no pet.), none of Enright’s contacts with Texas could satisfy general jurisdiction. 13 received)8—satisfy due process.

2013The fiduciary shield doctrine derives from the long-standing principle of contractual liability that, “[i]f a person signs a contract in her corporate capacity, she is not individually a party to the contract.” Wolf, 214 S.W.3d at 792 .

2005Texas courts that have applied the fiduciary shield doctrine, however, have explicitly limited its application to the exercise of general jurisdiction over a nonresident defendant.3 See Wright, 137 S.W.3d at 250 ; Jackson v. Kincaid, 122 S.W.3d 440, 448 (Tex. App.—Corpus Christi 2003, pet. granted); SITQ, 111 S.W.3d at 651 ; Brown v. Gen.

2005Texas courts that have applied the fiduciary shield doctrine, however, have explicitly limited its application to the exercise of general jurisdiction over a nonresident defendant. 3 See Wright, 137 S.W.3d at 250 ; Jackson v. Kincaid, 122 S.W.3d 440, 448 (Tex.App.-Corpus Christi 2003, pet. granted); ’ SITQ, 111 S.W.3d at 651 ; Brown v. Gen.

2005Calder, 465 U.S. at 790 , 104 S.Ct. 1482 . 5 Because we have found that the trial court properly exercised specific jurisdiction over both Robert Moras and Joyce Moms, the fiduciary shield doctrine, if recognized by this Court, would not protect them in this case.

2005Calder, 465 U.S. at 790 , 104 S.Ct. 1482 . 5 Because we have found that the trial court properly exercised specific jurisdiction over both Robert Moras and Joyce Moms, the fiduciary shield doctrine, if recognized by this Court, would not protect them in this case.

2025See, e.g., Tabacinic v. Frazier, 372 S.W.3d 658, 669 (Tex. App.—Dallas 2012, no pet.) (“Because this specific jurisdiction case includes allegations sounding in tort for which [individual defendants] may be held individually liable, the fiduciary shield doctrine does not apply.”); Cagle v. Clark, 401 S.W.3d 379, 392 (Tex. App.—Texarkana 2013, no pet.) (finding specific jurisdiction over corporate officer because the “fiduciary shield doctrine does not apply because general jurisdiction is not at issue”). 6 0132 Mr. Acconcia’s established contacts far exceed what Texas courts have deemed suffic

2023Accordingly, “the fiduciary shield doctrine does not protect a corporate employee from the exercise of specific jurisdiction as to torts for which the employee may be held individually liable.” Morris, 150 S.W.3d at 218–19; Stern v. KEI Consultants, Ltd., 123 S.W.3d 482, 485 (Tex. App.—San - 14 - 04-22-00332-CV Antonio 2003, no pet.); see also Yujie Ren, 502 S.W.3d at 849–50; SITQ E.U., Inc. v. Reata Rest., Inc., 111 S.W.3d 638 , 650–51 (Tex. App.—Fort Worth 2003, pet. denied).

2016This court has held that the fiduciary shield doctrine “does not protect a corporate officer from specific personal jurisdiction as to intentional torts or fraudulent acts for which he may be held individually liable.” See Cerbone, 225 S.W.3d at 769 ; see also Fjell Tech.

2008If so, he argues he is protected by the fiduciary shield doctrine, under which corporate agents generally "are not subject to personal jurisdiction in Texas merely because their employer does business in this state." Cerbone v. Farb , 225 S.W.3d 764, 769 (Tex. App.-Houston [14th Dist.] 2007, no pet.); see also Corella v. Magnuson , No. 13-07-439-CV, 2008 Tex. App. LEXIS 1099 , at *6 n.2 (Tex. App.-Corpus Christi Feb. 14, 2008, no pet.) (mem. op.).

2015See Camac v. Dontos, 390 S.W.3d 398, 411 (Tex. App.—Dallas 2012, no pet.) (“The fiduciary shield doctrine is based on the principle that ‘jurisdiction over an individual cannot be based on jurisdiction over a corporation.’” (quoting Nichols v. Tseng Hsiang Lin, 282 S.W.3d 743, 750 (Tex. App.—Dallas 2009, no pet.))); Leesboro Corp. v. Hendrickson, 322 S.W.3d 922, 929 (Tex. 3 Specifically, Rieck challenges the sufficiency of the evidence supporting the following findings of fact: (13) [Rieck] conducts business in Texas and has a lawyer in Texas; ... (17) [ Rieck’s] attorney, Ed Oliver contacted

2014The record shows that Lombardo makes the following argument relating to the fiduciary shield doctrine in his special appearance: “As a general rule, jurisdiction over an individual cannot be based upon jurisdiction over a corporation.” Nichols v. Tseng Hsiang Lin, 282 S.W.3d 743, 750 (Tex.App.-Dallas 2009[, no pet.]) [(discussing general jurisdiction) ].

2015Norstrud’s corporate-officer status thus does not shield him from the trial court’s exercise of specific jurisdiction.8 See Crithfield, 343 S.W.3d at 287 (holding that 8 Norstrud argues extensively that the Cicurs failed to establish the alter- ego exception to the fiduciary-shield doctrine.

2013However, as properly stated in Tabacinic , courts applying the fiduciary shield doctrine “have limited its application to attempts to exercise general jurisdiction over a nonresident defendant.” Id. (citing Crithfield v. Boothe, 343 S.W.3d 274, 287 (Tex.App.-Dallas 2011, no pet.); Brown v. Gen.

2015See Cadle v. Graubart, 990 S.W.2d 469 (Tex. App.—Beaumont 1999, no pet.) (applying the fiduciary shield doctrine because the plaintiff had not stated a claim for individual liability); Garner v. Furmanite Australia Pty., Ltd., 966 S.W.2d 798, 803 (Tex. App.—Houston [1st Dist.] 1998, pet. denied) (refusing to find general jurisdiction over subsidiary that was not the alter ego of the parent ); Vosko, 909 S.W.2d at 99 (refusing to find general jurisdiction over individual who was not the alter ego of the corporation). 12 II.

2007Analogous to the situation here, Cadle v. Graubart applied the fiduciary shield doctrine and held that allegations of tortious activity against an individual shareholder and director were insufficient to support jurisdiction over the individual where the allegations and evidence were non-specific . 990 S.W.2d 469, 473 (Tex. App. C Beaumont 1999, no pet.).

2005Morris, 150 S.W.3d at 221 ; Wright, 137 S.W.3d at 250 n.8; see also Siskind v. Villa Found. for Educ., Inc., 642 S.W.2d 434, 438 (Tex. 1982) (“Absent some allegation of a specific act in Texas, or one with reasonably foreseeable consequences within this state’s borders, a nonresident employee of a foreign corporation cannot be sued in Texas simply because his or her employer solicits business here.”); Royal Mortgage Corp. v. Montague, 41 S.W.3d 721, 738 (Tex. App.—Fort Worth 2001, no pet.) (noting general rule that court may not assert personal jurisdiction over individual based on individual’

2005Morris, 150 S.W.3d at 221 ; Wright, 137 S.W.3d at 250 n. 8; see also Siskind v. Villa Found, for Educ., Inc., 642 S.W.2d 434, 438 (Tex.1982) (“Absent some allegation of a specific act in Texas, or one with reasonably foreseeable consequences within this state’s borders, a nonresident employee of a foreign corporation cannot be sued in Texas simply because his or her employer solicits business here.”); Royal Mortgage Corp. v. Montague, 41 S.W.3d 721, 738 (Tex.App.-Fort Worth 2001, no pet.) (noting general rule that court may not assert personal jurisdiction over individual based on individual’s

2005In Tuscano v. Osterherg, the El Paso court analyzed the fiduciary shield doctrine only with respect to general jurisdiction. 82 S.W.3d 457, 467 (Tex.App.-El Paso 2002, no pet.).

2005Id. at 462 . 4 .The Reardon court analyzed the fiduciary shield doctrine in the context of specific jurisdiction.

2013Shapolsky v. Brewton, 56 S.W.3d 120 , 133 n.6 (Tex. App.—Houston [14th Dist.] 2001, pet. denied) (citing Brown, 39 S.W.3d at 297–98). 7 There is an exception to the fiduciary-shield doctrine: jurisdiction over an individual associated with a corporation may be based on the corporation’s activities when the corporation is the alter ego of the individual.

2013Courts recognize that a corporate officer is not protected from the exercise of specific jurisdiction, even if all of his contacts were performed in a corporate capacity, if the officer engaged in tortious or fraudulent conduct, directed at the forum state, for which he may be held personally liable.”); Tuscano v. Osterberg, 82 S.W.3d 457, 467 (Tex.App.-El Paso 2002, no pet.) (no broad statement in opinion regarding personal jurisdiction for alleged fraud and intentional infliction of emotional distress); Shapolsky v. Brewton, 56 S.W.3d 120, 132-33 (Tex.App.-Houston [14th Dist.] 2001, pet. den

2025See, e.g., Tabacinic v. Frazier, 372 S.W.3d 658, 669 (Tex. App.—Dallas 2012, no pet.) (“Because this specific jurisdiction case includes allegations sounding in tort for which [individual defendants] may be held individually liable, the fiduciary shield doctrine does not apply.”); Cagle v. Clark, 401 S.W.3d 379, 392 (Tex. App.—Texarkana 2013, no pet.) (finding specific jurisdiction over corporate officer because the “fiduciary shield doctrine does not apply because general jurisdiction is not at issue”). 6 0132 Mr. Acconcia’s established contacts far exceed what Texas courts have deemed suffic

2014However, “courts applying the fiduciary shield doctrine have limited its application to attempts to exercise general jurisdiction over a nonresident defendant.” Cagle v. Clark, 401 S.W.3d 379, 390 (Tex. App.—Texarkana 2013, no pet.) (emphasis in original).

2022Cappuccitti, 222 S.W.3d at 486 ; see Citrin Holdings, 305 S.W.3d. at 284 (holding that Texas contacts arising from activities of company’s agent, pre-dating company’s creation, cannot be attributed to company for purposes of determining specific jurisdiction); Cagle v. Clark, 401 S.W.3d 379, 392 (Tex. App.—Texarkana 2013, no pet.) (considering nonresident defendant’s “contacts prior to the formation of [the business entity] as contacts conducted in [defendant’s] individual capacity”); see also Fish v. Tandy Corp., 948 S.W.2d 886, 897 (Tex. App.—Fort Worth 1997, pet. denied) (“A nonexistent cor

2007See Chase , 617 F. Supp. at 1423 ; see also Fish v. Tandy Corp. , 948 S.W.2d 886, 897 (Tex. App.--Fort Worth 1997, pet. denied) ("A nonexistent corporation can have no agent.").

2015See TexVa, Inc. v. Boone, 300 S.W.3d 879, 889-90 (Tex. App.—Dallas 2009, pet. denied) (Fiduciary shield doctrine not available to shield defendants from liability or jurisdiction in their personal capacity where defendants made misrepresentations to plaintiff in their capacity as officers of corporation).

2015No claim to original U.S. Government Works. 4 TexVa, Inc. v. Boone, 300 S.W.3d 879 (2009) for breaches of contract and fiduciary duty, Cases that cite this headnote negligent misrepresentation, and shareholder oppression would comport with traditional [24] Constitutional Law notions of fair play and substantial justice for Non-residents in general due process purposes, even though California officers resided and worked in California and Once the Court of Appeals has concluded it would be burdensome for them to litigate in that the minimum contacts requirement is Texas, as Texas had strong inte

2005Banking Corp. v. Reardon , 97 S.W.3d 269, 277 (Tex. App.--Houston [14th Dist.] 2002, pet. dism'd w.o.j.). (4) The fiduciary shield doctrine does not protect a corporate employee from the exercise of specific jurisdiction as to fraudulent activities or torts for which the employee may be held individually liable.

2005Banking Corp. v. Rear-don, 97 S.W.3d 269, 277 (Tex.App.-Hous *697 ton [14th Dist.] 2002, pet. dism’d w.o.j.). 4 The fiduciary shield doctrine does not protect a corporate employee from the exercise of specific jurisdiction as to fraudulent activities or torts for which the employee may be held individually liable.

2015See Cadle v. Graubart, 990 S.W.2d 469 (Tex. App.—Beaumont 1999, no pet.) (applying the fiduciary shield doctrine because the plaintiff had not stated a claim for individual liability); Garner v. Furmanite Australia Pty., Ltd., 966 S.W.2d 798, 803 (Tex. App.—Houston [1st Dist.] 1998, pet. denied) (refusing to find general jurisdiction over subsidiary that was not the alter ego of the parent ); Vosko, 909 S.W.2d at 99 (refusing to find general jurisdiction over individual who was not the alter ego of the corporation). 12 II.

2007Vosko , 909 S.W.2d at 99 .