JT Capital v. Blom Capital

FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
10/29/2025

2025 Tex. Bus. 41

The Business Court of Texas,
1st Division

JT Capital LLC, Plaintiff §
v. §
§
BLOM CAPITAL LLC, 599 W. § Cause No. 25-BC01B-0019
PRINCETON LP, CAPELLA §
FUNDS LLC, CORINNE §
CORDON, JOSEPH SEBASTIEN, §
RICHARD NEUHARTH, and §
MOSES LUCERO, Defendants §
v. §
SAPAN TALATI, STRATEGIC §
INCOME JTM LP, and JT §
CAPITAL FUND, LLC Third- §
Party Defendants. §

═══════════════════════════════════════
MEMORANDUM OPINION
═══════════════════════════════════════

[¶ 1] A California resident argues that this court lacks personal

jurisdiction over him because he did not commit any tortious acts while in

Texas. Because the respondents did not plead or prove that this defendant has
sufficient Texas contacts giving rise to the claims against him to support

personal jurisdiction over him for any pled cause of action, the court granted

the non-resident’s special appearances and dismissed the claims against him

without prejudice.

I. BACKGROUND

A. Factual Background

[¶ 2] After learning of each other’s shared interest in real property

located at 599 W. Princeton Drive, Princeton, Texas 75047 (Property), Blom

Capital LLC and JT Capital LLC discussed forming a joint venture to acquire

and manage the Property (Project).1 Before the joint venture was formed, the

then owner, Princeton Luxury Apartments LLC, defaulted on its mortgage

loan and the lender sought to foreclose on the Property. 2 To prevent

foreclosure, JT Capital, Blom, and Capella Funds LLC (which became an

additional lender) agreed to contribute funds to purchase the loan and the

lender postponed foreclosure until January 2025.3

1
Plaintiff’s Second Amended Original Petition (SAP) ¶s 22–23.
2
SAP ¶s 24, 26.
3
SAP ¶s 29, 32.

MEMORANDUM OPINION, Page 2
[¶ 3] Throughout December 2024, JT Capital, Blom, and Capella

discussed how to acquire the loan.4 JT Capital agreed to contribute

$3.5 million towards that purchase, which it says was a loan so Blom could

acquire the Property for the proposed joint venture’s benefit. 5

[¶ 4] Blom later formed the partnership 599 W. Princeton LP

(Partnership) and executed an amended Purchase and Sale Agreement with

Princeton Luxury, designating the Partnership as the Property’s purchaser.6

[¶ 5] JT Capital was allegedly unaware of these events and claims Blom

and Capella formed the Partnership to acquire the Property without JT

Capital.7

[¶ 6] Nevertheless, JT Capital kept working with Blom and Capella

based on representations that Blom still desired to create the proposed joint

venture.8 Thus, JT Capital and Blom signed a joint venture term sheet.9 The

term sheet required repayment of JT Capital’s $3.5 million loan to purchase

4
SAP ¶s 37–39.
5
SAP ¶s 31, 34–35.
6
SAP ¶ 46.
7
SAP ¶s 46–47.
8
SAP ¶ 57.
9
SAP ¶ 66.

MEMORANDUM OPINION, Page 3
the Property’s mortgage.10 Despite agreeing to the term sheet, JT Capital’s

and Blom’s relationship continued to deteriorate.11

B. Procedural Background

[¶ 7] After JT Capital sued in Collin County, all parties agreed to

remove the case to this court.12 Defendants Blom and Capella later filed

counterclaims/third-party claims against JT Capital and its officer Sapan

Talati.13

[¶ 8] Talati specially appeared and the parties briefed the issue.14 All

parties’ submissions included jurisdictional discovery.

C. Jurisdictional Facts

[¶ 9] The court considers allegations and evidence contained in both

Blom’s Second Amended Counterclaims and Amended Third-Party Petition

(Blom’s Am. 3rd Party Pet.), Capella’s Second Amended Answer and

10
SAP ¶s 65–66.
11
SAP ¶s 69, 71.
12
JT Capital LLC’s Original Petition; Agreed Notice of Removal.
13
The live pleadings currently are Blom’s Second Amended Counterclaims and Amended
Third-Party Petition (Blom’s Am. 3rd Party Pet.) and Capella’s Second Amended Answer
and Counterclaims (Capella’s SAAC).
14
Talati’s 07/14/2025 Special Appearance to Blom (Talati’s Blom SA); Talati’s 08/15/25
Amended Special Appearance (Talati’s Am. Blom SA); Talati’s 08/18/2025 Special
Appearance to Capella (Talati’s Capella SA); Blom’s 08/29/2025 Response to Talati’s
Am. Blom SA (Blom’s Resp.); Capella’s 08/29/2025 Response to Talati’s Capella SA
(Capella’s Resp.); Talati’s 09/03/2025 Reply to Blom’s Resp. (Talati’s Blom Reply);
Talati’s 09/03/2025 Reply to Capella’s Resp. (Talati’s Capella Reply).

MEMORANDUM OPINION, Page 4
Counterclaims (SAAC), Talati’s Declaration, and related evidence submitted

in response to Talati’s special appearance. The court does not consider

allegations made outside of Blom’s Am. 3rd Party Pet. or Capella’s SAAC and

only considers additional evidence to the extent it supports or undermines the

allegations in those pleadings.

[¶ 10] Blom’s and Capella’s submissions allege that:

• Talati resides in either California or Texas. 15

• Talati pursued the idea to form and invest in a Texas-based joint
venture to acquire, develop, and manage the Property.16

• Talati made multiple misrepresentations, including that (i) JT
Capital would be a 50/50 partner with Blom and share equally in
obligations, responsibilities, and profits associated with the
Property acquisition; (ii) JT Capital would pay remediation costs,
obtain and pay for insurance, pay property taxes, and address
liens; (iii) JT Capital’s contribution would be repaid following
sufficient capital or debt raise, but later JT Capital demanded that
it be paid back with interest in exchange for relinquishing all rights
in the proposed joint venture and Property; (iv) Talati would
prepare a private placement memorandum, a joint development
agreement, and disclosures for a schedule of real estate owned;
and (v) Talati would serve as a personal guarantor of the loan and
lead sponsor for the Property acquisition. 17

15
Blom’s Am. 3rd Party Pet. ¶ 5.
16
Capella’s SAAC ¶s 11, 17, 24.
17
Blom’s Am. 3rd Party Pet. ¶s 9, 36, 39, 50, 57; Capella’s SAAC ¶s 21–22, 24, 30–31,
34.

MEMORANDUM OPINION, Page 5
• Talati negotiated with Blom and Capella to structure agreements,
loans, entities to purchase the Property, and the repayment of
funds.18

• Talati defrauded the Project of $500,000 for his own benefit. 19

[¶ 11] Blom and Capella provided the following evidence in support of

their allegations:

• Talati knowingly communicated with individuals who lived in
Texas. 20

• Talati indirectly owns two other properties in Crowley, Texas and
mineral interests in Tarrant County, Texas.21

• Talati owns a multi-residential property at The Lakes at
Renaissance Park in Austin, Texas and now claims an interest in
the Property in Princeton, Texas.22

• Talati oversaw JT Capital’s strategy and investment decisions,
served as its primary point of contact, and directed JT Capital in
the attempted Property acquisition.23

• The joint venture term sheet signature page contains Talati’s
signature.24

• Talati sent and received hundreds of emails, text messages, and
Slack communications concerning the purchase, development,
and management of the Property. 25

18
Capella’s SAAC ¶s 23, 44–45, 50.
19
Blom’s Am. 3rd Party Pet. ¶s 23, 27, 67, 70.
20
App’x to Blom’s Resp. at 049.
21
App’x to Capella’s Resp. at 009–10, 020–21.
22
App’x to Capella’s Resp. at 017–18.
23
App’x to Blom’s Resp. at 004, 034–36; App’x to Capella’s Resp. at 018.
24
App’x to Capella’s Resp. at 025.
25
App’x to Blom’s Resp. at 004.

MEMORANDUM OPINION, Page 6
• Talati misrepresented that: (i) JT Capital’s $3.5 million
contribution would be repaid following a sufficient capital or debt
raise and that Talati would work on the necessary documentation
for acquiring the Property; (ii) JT Capital would relinquish all
rights in the proposed joint venture and the Property, including
profits, upon JT Capital being paid back with interest on its
contribution; (iii) JT Capital would be a 50/50 partner with Blom
and JT Capital would share in remediation costs, obtain
insurance, and pay for insurance and property taxes; and (iv) he
would be the personal guarantor of the loan and lead sponsor for
the Property’s acquisition.26

• Talati told his wife he would treat the allegedly misappropriated
$500,000 as an acquisition fee.27

• Talati directed JT Capital to bring forth this lawsuit.28

D. Parties’ Arguments

1. Talati

[¶ 12] Talati argued that (i) he is not subject to general jurisdiction, and

is protected by the fiduciary shield doctrine because he acted solely as a JT

Capital officer;29 (ii) he is not subject to specific jurisdiction because neither

Blom nor Capella alleged that Talati performed acts in Texas on his own behalf

giving rise to this dispute, other than “vaguely reference[d] conversations

26
App’x to Blom’s Resp. at 004–05, 008, 012, 016–017, 021, 025, 038–39; App’x to
Capella’s Resp. at 026–027.
27
App’x to Blom’s Resp. at 007–08.
28
App’x to Blom’s Resp. at 009.
29
Talati’s Am. Blom SA at 11, 15; Talati’s Capella SA at 11, 15.

MEMORANDUM OPINION, Page 7
and/or alleged tortious misrepresentations;”30 and (iii) he had no physical

contact with Texas throughout the proposed joint venture.31

2. Capella

[¶ 13] Capella responded that through both direct and indirect

ownership interests and management, Talati (i) maintained ongoing

affiliations with Texas entities and (ii) targeted the Texas market, granting this

court general personal jurisdiction. 32

[¶ 14] Capella also argued that Talati’s actions “as a decision maker

and principal of JT Capital” establish sufficient minimum contacts with Texas

for specific jurisdiction. 33 To that end, Capella focused on Talati (i) directing

JT Capital, (ii) working with Blom and Capella to purchase the note and

Property, (iii) misrepresenting his intent to help acquire the Property, and

(iv) receiving financial benefits.34

[¶ 15] Capella further argued that the fiduciary shield doctrine does not

apply to Talati’s personal tortious or fraudulent acts.35

30
Talati’s Am. Blom SA at 16; Talati’s Capella SA at 16.
31
Talati’s Am. Blom SA at 6; Talati’s Capella SA at 6.
32
Capella’s Resp. at 16.
33
Capella’s Resp. at 17.
34
Capella’s Resp. at 17, 19–21 (citing Exhibits H–K).
35
Capella’s Resp. at 13.

MEMORANDUM OPINION, Page 8
3. Blom

[¶ 16] Blom argued many of the same bases as Capella but did not

assert general jurisdiction.36

II. APPLICABLE LAW

A. Special Appearances

[¶ 17] Rule of Civil Procedure 120a governs special appearances.

TEX. R. CIV. P. 120a(1).

B. In Personam Jurisdiction

[¶ 18] A nonresident defendant is subject to personal jurisdiction in

Texas if “(1) the Texas long-arm statute authorizes the exercise of jurisdiction

and (2) the exercise of jurisdiction is consistent with federal and state

constitutional due-process guarantees.” Moki Mac River Expeditions v. Drugg,

221 S.W.3d 569, 574 (Tex. 2007).

[¶ 19] The long-arm statute permits courts to exercise jurisdiction over

a defendant who “does business in this state,” which includes a nonresident

defendant who “commits a tort in whole or in part in this state.” LG Chem.

36
See generally Blom’s Resp.

MEMORANDUM OPINION, Page 9
Am., Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex. 2023) (quoting TEX. CIV.

PRAC. & REM. CODE § 17.042(2)).

[¶ 20] The statute’s broad “doing business” language allows the

statute “to reach as far as the federal constitutional requirements of due

process will allow.” Moki Mac, 221 S.W.3d at 575 (quoting Guardian Royal

Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223, 226

(Tex. 1991)).

[¶ 21] Therefore, courts need to analyze only whether the defendant’s

acts would bring the defendant within Texas’s jurisdiction consistent with

constitutional due process requirements. Retamco Operating, Inc. v. Republic

Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009).

[¶ 22] A state’s exercise of jurisdiction comports with federal due

process when (i) the nonresident established “minimum contacts” with the

forum and (ii) the exercise of jurisdiction comports with “traditional notions

of fair play and substantial justice.” Moki Mac, 221 S.W.3d at 575 (quoting

Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)).

MEMORANDUM OPINION, Page 10
C. Minimum Contacts

1. Introduction

[¶ 23] A nonresident defendant establishes minimum contacts with a

state when it “purposefully avails itself of the privilege of conducting

activities within the forum State, thus invoking the benefits and protections of

its laws.” Retamco, 278 S.W.3d at 338.

[¶ 24] Courts conduct a three-part purposeful availment inquiry.

Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 785

(Tex. 2005).

[¶ 25] First, only the defendant’s contacts with the forum count—not

the “unilateral activity of another party or a third person.” Id.

[¶ 26] Second, the acts must be purposeful and not random, isolated,

or fortuitous. Id. Accordingly, 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.” Id. (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 473

(1985)). But it is not enough that the defendant simply “directed a tort”

towards Texas. See Michiana, 168 S.W.3d at 790.

MEMORANDUM OPINION, Page 11
[¶ 27] Finally, the defendant must seek some benefit, advantage, or

profit by “availing itself of the jurisdiction.” Michiana, 168 S.W.3d at 785. A

defendant may therefore avoid a particular forum by structuring its

transactions to neither profit from the forum’s laws nor subject itself to

jurisdiction there. Id.

[¶ 28] The minimum-contacts analysis focuses on the “quality and

nature of the defendant’s contacts,” not quantity. Retamco, 278 S.W.3d at

339. Ultimately, “[t]he defendant’s activities whether they consist of direct

acts within Texas or conduct outside Texas, must justify a conclusion that the

defendant could reasonably anticipate being called into a Texas court.” Id. at

338 (quoting Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801,

806 (Tex. 2002)).

2. General Personal Jurisdiction

[¶ 29] General jurisdiction involves a court’s ability to exercise

jurisdiction over a defendant based on any claim, including claims unrelated

to the defendant’s contacts with the state. M&F Worldwide Corp. v. Pepsi,

512 S.W.3d 878, 885 (Tex. 2017). Thus, the minimum contacts inquiry is

“broader and more demanding” and requires “a showing of substantial

MEMORANDUM OPINION, Page 12
activities in the forum state.” Schlobohm v. Schapiro, 784 S.W.2d 355, 357

(Tex. 1990).

[¶ 30] A court has general jurisdiction when a “defendant’s contacts

ʻare so “continuous and systematic” as to render [it] essentially at home in the

forum.’” M&F Worldwide Corp., 512 S.W.3d at 885 (alteration in original)

(quoting Goodyear Dunlop Tires Operations, SA v. Brown, 564 U.S. 915, 919

(2011)). This typically requires the defendant to either engage in longstanding

business, perform services, or maintain one or more offices in the forum state.

PHC-Minden, L.P. v. Kimberly-Clark Corp., 235 S.W.3d 163, 168 (Tex. 2007).

3. Specific Personal Jurisdiction

[¶ 31] Specific jurisdiction 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.”

Retamco, 278 S.W.3d at 338 (buying Texas real estate). The latter

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; accord. Michiana, 168 S.W.3d at 790 (the focus of

specific jurisdiction must remain on the “relationship among the defendant,

the forum, and the litigation”) (emphasis removed).

MEMORANDUM OPINION, Page 13
[¶ 32] For a nonresident’s forum contacts to support specific

jurisdiction, “the defendant’s purposeful contacts must be substantially

connected to the operative facts of the litigation or form the basis for the cause

of action.” Old Republic Nat. Title Ins. Co. v. Bell, 549 S.W.3d 550, 559–60

(Tex. 2018). The operative facts are those that will be the focus of the trial

and will consume most, if not all, of the litigation’s attention. Moki Mac,

221 S.W.3d at 585.

[¶ 33] Specific jurisdiction cannot be established “where the contact

creates only an ʻattenuated’ affiliation with the forum.” Id. at 577. For

example, the existence or allegation of a conspiracy directed at Texas does not

confer jurisdiction. Nat’l Indus. Sand Ass’n v. Gibson, 897 S.W.2d 769, 773

(Tex. 1995). Similarly, mere allegations of wrongdoing are also not sufficient

to confer specific jurisdiction. Old Republic, 549 S.W.3d at 560. Courts have

been cautioned against confusing the judge’s and jury’s roles by equating the

jurisdictional inquiry with the underlying merits. Id.

D. Fair Play and Substantial Justice

[¶ 34] Rarely will exercising jurisdiction over the defendant not satisfy

traditional notions of fair play and substantial justice if the minimum contacts

requirements are met. Retamco, 278 S.W.3d at 341. Nevertheless, courts still

MEMORANDUM OPINION, Page 14
consider these factors to ensure that exercising jurisdiction does not offend

traditional notions of fair play and substantial justice:

(1) burden on the defendant; (2) the interests of the forum state in
adjudicating the dispute; (3) the plaintiff’s interest in obtaining
convenient and effective relief; (4) the interstate judicial system’s
interest in obtaining the most efficient resolution of controversies;
and (5) the shared interest of the several States in furthering
fundamental substantive social policies.

Id. (citing Burger King, 471 U.S. at 477–78).

E. The Parties’ Burdens

[¶ 35] The plaintiff and defendant have shifting burdens of proof in a

personal jurisdiction challenge. See Kelly v. Gen. Interior Const., Inc.,

301 S.W.3d 653, 658 (Tex. 2010). The plaintiff “bears the initial burden to

plead sufficient allegations to bring the nonresident defendant within the reach

of Texas’s long-arm statute.” Id. If the plaintiff fails to meet its burden, the

defendant needs to prove only that it does not live in Texas. Id. at 658–59.

[¶ 36] If the plaintiff meets its burden, the defendant must negate all

alleged bases of personal jurisdiction. Id. at 658.

[¶ 37] “Because the plaintiff defines the scope and nature of the

lawsuit, the defendant’s corresponding burden to negate jurisdiction is tied to

MEMORANDUM OPINION, Page 15
the allegations in plaintiff’s pleading.” Id. The defendant can negate

jurisdiction on either a factual or legal basis. Id. at 659.

[¶ 38] The defendant can factually negate jurisdiction by presenting

evidence it has no contacts with Texas, effectively disproving plaintiff’s

allegations. Id. The plaintiff must then respond with its own evidence

affirming its allegations or risk dismissal of its lawsuit. Id. However, the court

only considers additional evidence—including stipulations, affidavits,

attachments, discovery results, and any oral testimony—that support or

undermine the pleadings’ allegations. Id. at 658 n.4 (citing TEX. R. CIV. P.

120a(3)).

[¶ 39] If the plaintiff’s evidence is not within the scope of the

pleadings’ factual allegations, the plaintiff should amend the pleadings for

consistency. Id. at 659 n.6; Steward Health Care Sys. LLC v. Saidara,

633 S.W.3d 120, 129 (Tex. App.—5th Dist. 2021, no pet.) (en banc).

[¶ 40] The defendant can legally negate jurisdiction by showing that

even if plaintiff’s allegations are true, the evidence is legally insufficient to

establish jurisdiction because either (i) the defendant’s contacts with Texas

fall short of purposeful availment (including that the claims do not arise from

MEMORANDUM OPINION, Page 16
the contacts) or (ii) the exercise of jurisdiction would offend the traditional

notions of fair play and substantial justice. Kelly, 301 S.W.3d at 659.

III. DISCUSSION

A. General Personal Jurisdiction

1. Capella’s Pleadings are Inadequate.

[¶ 41] Capella asserts that this court has general jurisdiction over

Talati due to (i) his interests in other Texas properties and (ii) his role as an

officer in other Texas-based business organizations. 37 However, Capella failed

to amend its pleadings to include any specific facts supporting its general

jurisdiction premise. 38 Therefore, Capella’s general jurisdiction argument is

procedurally invalid. See id. at 658–59. Regardless, Capella’s premise also

legally fails.

2. Capella’s Evidence is Inadequate.

a. Ownership of Other Texas Real Property

[¶ 42] Capella asserts that general jurisdiction over Talati exists

because he (i) personally owns real estate in Arlington, Texas; (ii) initiated a

37
Capella’s Resp. at 14.
38
Blom alleged that Talati could reside in either California or Texas. Blom’s Am. 3rd Party
Pet. ¶ 5. However, Blom did not assert a claim of general jurisdiction and Talati testified
that he lives in California. Accordingly, the court concludes that this allegation was
dropped.

MEMORANDUM OPINION, Page 17
lawsuit regarding that property; (iii) owns mineral interests in Tarrant

County; and (iv) indirectly owns properties in both Austin and Crowley, Texas,

thereby creating a “continuous and systematic” relationship with Texas.39

[¶ 43] But a “continuous and systematic” relationship is insufficient if

the defendant’s contacts “fail to rise to the level of rendering a defendant

ʻessentially at home in the forum.’” Old Republic, 549 S.W.3d at 565

(emphasis in original).

[¶ 44] Here, Talati testified that he has not (i) lived in Texas,

(ii) traveled to Texas since at least 2020, nor (iii) visited the Arlington

property in the last twelve years.40 Capella does not challenge these facts.

Talati’s contacts regarding these properties are thus limited to his ownership.

[¶ 45] Merely owning unrelated property is insufficient to establish

general jurisdiction over a nonresident. Booth v. Kontomitras, 485 S.W.3d

461, 480 (Tex. App.—9th Dist. 2016, no pet.) (property ownership

insufficient for general jurisdiction unless ownership of the real property is

relevant); Cornerstone Healthcare Group Holding, Inc. v. Nautic Mgmt. VI,

39
Capella’s Resp. at 15.
40
Talati’s Am. Blom SA., Ex. A, ¶ 5.

MEMORANDUM OPINION, Page 18
L.P., 493 S.W.3d 65, 72 (Tex. 2016) (subsidiary’s real property ownership did

not subject parent company or general partner to Texas jurisdiction).

[¶ 46] Likewise, Talati’s filing an Arlington eviction suit does not

create general jurisdiction because it is unrelated to this matter. Megadrill

Servs. Ltd. v. Brighouse, 556 S.W.3d 490, 499 (Tex. App.—14th Dist. 2018,

no pet.) (participation in one lawsuit does not subject a party to personal

jurisdiction in that forum for unrelated matters); Primera Vista S.P.R. de R.L.

v. Banca Serfin, S.A. Institucion de Banca Multiple Grupo Financiero Serfin,

974 S.W.2d 918, 926 (Tex. App.—8th Dist. 1998, no pet.) (suing in a

jurisdiction creates personal jurisdiction only when the lawsuits arise from the

same general transaction). Therefore, Talati’s ownership of other properties

does not establish general jurisdiction.

b. Corporate Affiliation with Other Texas Entities

[¶ 47] Capella asserts that Talati availed himself of Texas’s jurisdiction

through his ongoing affiliations with multiple Texas entities (other than JT

Capital), both as a member and manager.41 But mere association with Texas

entities does not establish general jurisdiction. Gibson, 897 S.W.2d at 774.

41
Capella’s Resp. at 16.

MEMORANDUM OPINION, Page 19
Rather, the test for general jurisdiction is acts “by which the defendant

purposefully avails itself” of the forum. Luciano v. SprayFoamPolymers.com,

LLC, 625 S.W.3d 1, 9 (Tex. 2021). Here, Talati’s corporate affiliations with

other Texas entities fail to show that he purposefully availed himself of the

forum. See PHC-Minden, 235 S.W.3d at 168 (defendants must be engaged in

substantive acts such as marketing or shipping products).

[¶ 48] Regardless, Talati’s contacts with Texas through his corporate

affiliation would be protected by the fiduciary shield doctrine. Tabacinic v.

Frazier, 372 S.W.3d 658, 668 (Tex. App.—5th Dist. 2012, no pet.) (“The

fiduciary shield doctrine protects a nonresident corporate officer or employee

from the exercise of jurisdiction when all of his contacts with Texas were made

on behalf of his employer.”).

[¶ 49] To defeat the fiduciary shield doctrine on a claim of general

jurisdiction, Capella had to show that these entities were merely Talati’s alter

ego. Id. at 669. Capella did not do so.

c. Conclusion

[¶ 50] Accordingly, the court concludes that it lacks general personal

jurisdiction over Talati.

MEMORANDUM OPINION, Page 20
B. Specific Personal Jurisdiction

1. Introduction

[¶ 51] Both Blom and Capella assert that this court has specific

personal jurisdiction over Talati because he

• directed JT Capital to invest in Texas real property;

• directed JT Capital to bring forth this lawsuit;

• made representations related to the proposed joint venture and
Property;

• attached himself to the Property as a lead sponsor and personal
guarantor of the loan;

• personally benefitted from his involvement with the Property; and

• partnered with Blom and Capella to purchase and manage the
Property.

[¶ 52] Talati responds that these arguments must be assessed on a

claim-by-claim basis. 42 However, contacts are considered collectively, where

“all claims arise from the same forum contacts.” Moncrief Oil Int’l Inc. v. OAO

Gazprom, 414 S.W.3d 142, 150–51 (Tex. 2013). Here, Blom’s and Capella’s

claims all relate to Talati’s alleged representations and actions surrounding

42
Talati’s Am. Blom SA at 13 (citing Moncrief, 414 S.W.3d at 150–51).

MEMORANDUM OPINION, Page 21
the planned acquisition, investment, and development of the Property.

Accordingly, the court considers Talati’s forum contacts collectively.

2. Talati’s Direction of JT Capital

[¶ 53] Blom’s and Capella’s first argument rests on Talati’s direction of

JT Capital.43 Their argument is derivative in nature because it relates to JT

Capital’s contacts with the forum, not Talati’s. For example, Capella asserts

that this court has jurisdiction because “[w]hile Talati could have invested in

real estate anywhere, he, through JT Capital, actively sought out real estate

and thereby availed himself of this forum.”44

[¶ 54] But it is only the defendant’s forum contacts that count.

Michiana, 168 S.W.3d at 785; see also PHC–Minden, 235 S.W.3d at 172

(contacts of distinct legal entities must be assessed separately for

jurisdictional purposes unless the corporate veil is pierced). “When an agent

negotiates a contract for its principal in Texas, it is the principal who does

business in the state not the agent.” Atiq. v. CoTechno Grp., Inc., No. 03-13-

00762, 2015 WL 6871219, at *5 (Tex. App.—3d Dist. Nov. 4, 2015, pet.

43
Blom’s Resp at. 15–16; Capella’s Resp. at 17.
44
Capella’s Resp. at 17 (emphasis added).

MEMORANDUM OPINION, Page 22
denied) (mem. op.) (quoting Mort Kenshin & Co. v. Houston Chronicle Publ’g

Co., 992 S.W.2d 642, 647 (Tex. App.—14th Dist. 1999, no pet.)).

[¶ 55] Here, JT Capital chose to do business in Texas, with Talati as its

agent. Blom and Capella nevertheless argue that Cornerstone supports these

acts being attributed to Talati given his central role targeting the Texas

market. 45 The court disagrees.

[¶ 56] In Cornerstone, a group of equity funds were accused of usurping

a corporate opportunity by purchasing Texas hospitals through a string of

subsidiaries. 493 S.W.3d at 71. Both the direct subsidiary created by the

funds and the ultimate purchasing subsidiary had Texas principal places of

business. The funds argued that they were not subject to the court’s

jurisdiction because their contact with the forum was limited to creating and

funding the subsidiaries from afar and the contacts of their subsidiaries could

not be imputed to them. The court disagreed because the funds created the

subsidiaries as part of one overarching transaction stemming from and

benefitting the funds themselves. Id. at 72–73. Thus, the court held that the

45
Capella’s Resp. at 16; Blom’s Resp. at 15–16.

MEMORANDUM OPINION, Page 23
defendant group made a purposeful decision to deploy capital into Texas. Id.

at 73.

[¶ 57] Here, the parties had ongoing discussions and plans concerning

the development and management of the Property post-acquisition. However,

unlike in Cornerstone, JT Capital is not a single-purpose entity created solely

to acquire the Property; it existed and conducted business across the country

well before any of the operative facts occurred and it never acquired the

Property. 46 So, Talati’s involvement in forming and managing JT Capital is

not merely “one overarching transaction” that led to the acquisition of Texas

real estate and therefore JT Capital’s contacts cannot be imputed to Talati. Cf.

id. at 72.

3. Texas Litigation

[¶ 58] Likewise, JT Capital’s decision to pursue litigation in Texas also

does not bestow jurisdiction over Talati. See Retamco, 278 S.W.3d at 338

(“We focus on the defendant’s activities and expectations when deciding

whether it is proper to call the defendant before a Texas court.”); Moki Mac,

221 S.W.3d at 575 (“[O]nly the defendant’s contacts with the forum are

46
Talati’s Capella Reply at 14.

MEMORANDUM OPINION, Page 24
relevant, not the unilateral activity of another party or a third person.”);

Michiana, 168 S.W.3d at 784–85 (“[I]t is essential in each case that there be

some act by which the defendant purposefully avails itself of the privilege of

conducting activities within the forum State, thus invoking the benefits and

protections of its laws.”) (emphasis in original).

[¶ 59] Here, Blom and Capella did not allege or show that Talati’s

decision to have JT Capital bring this lawsuit was itself a tort. Therefore, the

only relevant contact is JT Capital’s not Talati’s, and for the reasons stated

above, JT Capital’s contacts may not be imputed to Talati.

4. Corporate Misrepresentations

[¶ 60] Blom and Capella next argue that Talati made material

misrepresentations in his corporate capacity. For example, he represented that

JT Capital would pay remediation costs, obtain and pay for insurance, pay

property taxes, help prepare documents to raise capital, and address liens.47

[¶ 61] Talati responds that any alleged misrepresentations occurring in

his corporate capacity are protected under the fiduciary shield doctrine.48

47
Blom’s Resp. at 16.
48
Talati’s Am. Blom SA at 15.

MEMORANDUM OPINION, Page 25
[¶ 62] The court rejects that argument because the fiduciary shield

doctrine applies as a defense to only general jurisdiction issues. Tabacinic,

372 S.W.3d at 668; see also Nikolai v. Strate, 922 S.W.2d 229, 240 (Tex.

App.—2d Dist. 1996, writ denied). Therefore, Talati would be responsible for

any misrepresentations he made—in whatever capacity—if those

misrepresentations give rise to the claims. See Moki Mac, 221 S.W.3d at 576

(there must be a nexus between defendant’s misrepresentations, and the

defendant must purposefully avail itself of the forum). However, Talati must

still purposefully avail himself of the forum.

[¶ 63] The Texas Supreme Court holds that phone calls and emails sent

by nonresident defendants are insufficient evidence of purposeful availment

because the recipients receiving those communications in Texas are generally

fortuitous and the result of a third party’s unilateral activity. See Old Republic,

549 S.W.3d at 560 (connections between phone calls and torts rely on “but

for” analysis); see also KC Smash 01, LLC v. Gerdes, Hendrichson, Ltd., L.L.P.,

384 S.W.3d 389, 393 (Tex. App.—5th Dist. 2012, no pet.) (citing Michiana,

168 S.W.3d at 791) (contacts with the forum through telephone and email

communications and sending of payments were insufficient evidence of

purposeful availment); accord. Saidara, 633 S.W.3d at 131.

MEMORANDUM OPINION, Page 26
[¶ 64] Here, Talati testified he never purposefully availed himself of

Texas because he does not reside in Texas, did not travel to Texas during JT

Capital’s proposed joint venture with Blom, never visited the Property, nor

directed the alleged misrepresentations to Texas. 49

[¶ 65] In response, Blom highlighted Talati’s deposition where he

acquiesced to likely having conversations with one of Blom’s employees while

the employee was in Texas.50 Even assuming Talati made the representations

knowing the employee was in Texas is not enough to bestow jurisdiction. See

Old Republic, 549 S.W.3d at 561 (“Even assuming the phone calls were

sufficiently connected to the claim, a proper minimum-contacts analysis looks

to the defendant’s contacts with the forum state, not the defendant’s contacts

with persons who reside there.”). Just like in Old Republic there is no evidence

that Talati initiated the phone calls with Blom’s employee and this court could

just as easily infer that Talati accepted the phone calls. Id. Thus, the only

connection between Texas and the alleged misrepresentations is they

generally implicate Texas real property.

49
Talati’s Am. Blom SA, Ex. A, ¶s 4–12.
50
App’x to Blom’s Resp. at 049.

MEMORANDUM OPINION, Page 27
[¶ 66] Although a state is interested in exercising jurisdiction over

those who commit torts within its territory, this interest “is insufficient to

automatically exercise personal jurisdiction upon an allegation that a

nonresident directed a tort from outside the forum.” Moncrief, 414 S.W.3d at

152.

[¶ 67] Relying on Tabacinic, Blom nevertheless argues that this

connection is sufficient to subject Talati to specific jurisdiction.51

[¶ 68] In Tabacinic, a Texas couple sued the sellers of their home

alleging that the sellers misrepresented aspects concerning the home’s

construction and that there were no liens on the property. 372 S.W.3d at 664-

67. The court agreed, specifically highlighting that the representations at

issue necessarily had to occur in Texas and affected Texas property. Id. at 670.

Furthermore, the nonresident defendants both owned the Texas property and

signed the contracts in their personal capacities when the misrepresentations

were made. Because of these facts, the court held that the sellers purposefully

availed themselves of the forum. Id. at 670-71.

51
See Blom’s Resp. at 16 (citing Tabacinic, 372 S.W.3d at 670).

MEMORANDUM OPINION, Page 28
[¶ 69] Here, while the alleged misrepresentations also implicated

Texas real property, the alleged misrepresentations concerned either

documentation (e.g., completing the private placement memorandum)—

which could be completed anywhere—or future obligations (e.g., paying

property taxes). Cf. id. at 670 (sellers misrepresentations concerned ongoing

construction work). It is undisputed that JT Capital—or by extension,

Talati—ever took possession of the Property, so any alleged

misrepresentations affecting the Property were purely prospective and more

attenuated than the circumstances in Tabacinic. Cf. id.

[¶ 70] Accordingly, these alleged misrepresentations do not

demonstrate that Talati purposefully availed himself of the forum.

5. Lead Sponsor and Personal Guarantor

[¶ 71] Blom and Capella further assert that Talati orally represented

that he would serve as a personal guarantor of the loan and lead sponsor of the

Property acquisition. 52 As support, Blom provided a declaration from its CEO

and emails from around that time.53 However, Talati testified that he never

52
See Capella’s SAAC ¶s 34–36.
53
See e.g., App’x to Blom’s Resp. (Sebastien Declaration), ¶ 7; (Ex. A-3) at 021.

MEMORANDUM OPINION, Page 29
made such representations.54 So both sides have provided some evidence on

this issue. See Kelly, 301 S.W.3d at 659.

[¶ 72] A trial court frequently must resolve fact questions before

deciding a jurisdiction question. BMC, 83 S.W.3d at 794. But the court need

not resolve this issue because the Texas Supreme Court broadly rejected the

“direct a tort” jurisdictional theory and these contacts fall short of that court’s

standards. Moncrief, 414 S.W.3d at 152.

[¶ 73] Nonetheless, Blom and Capella cite Retamco to argue that Talati

created “continuing relationships with and obligations to Texas” by saying

that he would become the lead sponsor of the Property and personal guarantor

of the loan and thus has sufficient minimum contacts with Texas. 55 The court

disagrees.

[¶ 74] In Retamco, a Texas corporation sued a nonresident defendant

corporation for violating the Texas Uniform Fraudulent Transfer Act as the

transferee of Texas oil and gas interests. 278 S.W.3d at 335–36. The

defendant argued that Texas lacked personal jurisdiction because the alleged

fraudulent assignments occurred entirely outside of Texas. Id. at 337. The

54
Talati’s Capella Reply, Ex. A at 215:24–216:25.
55
Blom Resp. at 13; Capella’s Resp. at 17.

MEMORANDUM OPINION, Page 30
Texas Supreme Court disagreed, concluding that by knowingly taking

assignment of Texas real property the nonresident corporation reached out and

created a continuing relationship in Texas, pursuant to its obligations and

expenses related to those interests. Id. at 339.

[¶ 75] Retamco does not turn on allegedly tortious acts affecting Texas

real property. See Old Republic, 549 S.W.3d at 564. Instead, Retamco turns

on the fact that because the nonresident corporation acquired ownership of

Texas real property it derived profit from Texas and thereby created a

continuing connection with the state. See id. Since Talati never acquired

ownership of the Property (and there are no allegations that he ever intended

to personally acquire the property), he never personally enjoyed the “benefits

and protections” of Texas law nor any of the “certain continuing obligations”

that arise from real property ownership. Cf. Retamco, 278 S.W.3d at 339.

[¶ 76] Thus, Retamco’s reasoning and holding do not support specific

jurisdiction over Talati. See id. 278 S.W.3d at 338–39.

6. Personal Benefit

[¶ 77] Blom and Capella further urge this court has jurisdiction over

Talati because he sought to profit from the Project thereby availing himself of

the forum. They specifically allege that JT Capital raised $4 million and Talati

MEMORANDUM OPINION, Page 31
defrauded the Project by keeping $500,000 as an “acquisition fee.”56 Talati

disputed this allegation in his deposition claiming that neither he nor JT

Capital received any acquisition fee.57 Talati also asserted that even had he

received the alleged fee, all alleged events regarding the fee happened in

California, preventing Texas from imposing jurisdiction over him.58 Capella

and Blom presented no contravening evidence.

[¶ 78] Personal property (money) is treated differently than real

property for jurisdictional purposes. See Old Republic, 549 S.W.3d at 563–64

(receiving money from Texas does not create the same continuous contacts

that real property does); Niehaus v. Cedar Bridge Inc., 208 S.W.3d 575, 582

(Tex. App.—3d Dist. 2006, no pet.) (receiving allegedly fraudulent bonuses at

the expense of a Texas corporation insufficient to establish jurisdiction).

[¶ 79] Beyond the acquisition fee, which has no direct connection with

Texas, Blom and Capella failed to allege or prove what Texas property Talati

misappropriated or that a misappropriation occurred in Texas. See Booth,

485 S.W.3d at 486 (failure to allege what Texas property nonresident

56
Blom’s Resp. at 5; Capella’s Resp. at 21.
57
Talati’s Capella Reply at 18–19.
58
Talati’s Capella Reply at 12.

MEMORANDUM OPINION, Page 32
defendant wrongfully controlled); Niehaus, 208 S.W.3d at 583 (no evidence

linking the defendants’ fraudulent activity to Texas).

[¶ 80] Thus, Blom and Capella seek to subject Talati to Texas

jurisdiction because he intended to indirectly benefit from the planned joint

venture’s acquisition and ownership of the Property. This is too tenuous

because

[b]usiness contacts are generally a matter of physical fact, while
tort liability (especially in misrepresentation cases) turns on what
the parties thought, said, or intended. Far better that judges
should limit their jurisdictional decisions to the former rather than
involving themselves in trying the latter.

Michiana, 168 S.W.3d at 791.

7. Partnership

[¶ 81] Capella additionally asserts that jurisdiction over Talati exists

because he partnered with Blom and Capella to purchase the note and

Property. A partnership is defined as “an association of two or more persons

to carry on a business for profit as owners.” TEX. BUS. ORG. CODE § 152.051(b).

When, as here, an express agreement does not exist, courts determine whether

parties intended to form a partnership upon the totality of the circumstances.

Houle v. Casillas, 594 S.W.3d 524, 547 (Tex. App.—8th Dist. 2019, no pet.).

MEMORANDUM OPINION, Page 33
[¶ 82] Again, however, business contacts are a matter of physical fact

and do not turn on what the parties thought, said, or intended. Michiana,

168 S.W.3d at 791. The argument that Capella, Blom, and Talati were

partners is thus conclusory. Freyer v. Lyft, Inc., 639 S.W.3d 772, 790 (Tex.

App.—5th Dist. 2021, no pet.) (“A conclusory statement is one that does not

provide the underlying facts to support the conclusion.”).

[¶ 83] The court concludes that this conclusory allegation is

insufficient to establish jurisdiction. PermiaCare v. L.R.H., 600 S.W.3d 431,

444 (Tex. App.—8th Dist. 2020, no pet.).

*****

[¶ 84] Accordingly, none of the grounds argued by Blom or Capella

support this court asserting personal jurisdiction over Talati.

C. Alter Ego Jurisdiction

[¶ 85] Capella further asserted that Talati is subject to personal

jurisdiction based on JT Capital’s activities because it operates as his alter

ego. See Tabacinic, 372 S.W.3d at 669 (“Jurisdiction over an individual

generally cannot be based on jurisdiction over a corporation with which he is

associated unless the corporation is the alter ego of the individual.”). A

plaintiff asserting an alter ego relationship to impute a corporation’s contacts

MEMORANDUM OPINION, Page 34
with the forum to the individual must prove that alter ego relationship exists.

Atiq, 2015 SW 6871219, at *8.

[¶ 86] Here, Capella generally alleges that Talati is controlling JT

Capital’s internal business operations and affairs to such a degree that JT

Capital functions as his mere instrumentality.59 Capella specifically alleges

that Talati used JT Capital as a conduit to perpetuate actual fraud for his direct

personal benefit.60 However, Capella fails to provide any of the underlying

facts supporting these allegations. Freyer, 639 S.W.3d at 790.

[¶ 87] First, there are no indications that Talati disregarded JT

Capital’s corporate formalities. Talati has a sizeable interest in JT Capital but

he neither wholly nor directly owns it.61 JT Capital is instead equally owned

by an unrelated entity and MT Capital LLC, which Talati owns.62 Common

ownership—even when combined with common corporate officers—is

insufficient to demonstrate that JT Capital is Talati’s alter ego. PHC-Minden,

235 S.W.3d at 175. Instead, there must be some level of control that is

“abnormal.” Id. at 176; BMC, 83 S.W.3d at 800.

59
Capella’s SAAC ¶ 69.
60
Capella’s SAAC ¶s 29, 70.
61
Talati’s Capella Reply at App. 011–12.
62
Talati’s Capella Reply at App. 011–12.

MEMORANDUM OPINION, Page 35
[¶ 88] Second, there is no evidence that Talati exerted control beyond

that of a typical shareholder and corporate officer. Gentry v. Credit Plan Corp.

of Houston, 528 S.W.2d 571, 573 (Tex. 1975) (subsidiary not a parent’s alter

ego merely because of stock ownership, a duplication of some directors and

officers, or an exercise of control stock ownership gives to stockholders).

Talati was involved in the process of acquiring and investing in the Property in

his role overseeing JT Capital’s strategic investment decisions.63 However,

there is no evidence that Talati ever exercised abnormal control over JT

Capital or held JT Capital out as his mere instrumentality. Instead, all

negotiations and agreements in pursuit of acquiring the Property were

between Blom, Capella, and JT Capital—not Talati.

[¶ 89] Accordingly, the court concludes Capella’s alter ego argument is

conclusory. PermiaCare, 600 S.W.3d at 444.

IV. CONCLUSION

[¶ 90] For these reasons, the court granted Talati’s special appearances

on October 16, 2025.

63
App’x to Blom’s Resp. at 034.

MEMORANDUM OPINION, Page 36
So ORDERED.

(ate
BILL WHITEHILL
Judge of the Texas Business Court,
First Division

SIGNED: October 29, 2025

MEMORANDUM OPINION, Page 37
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