Utah Valley University v. Western Athletic Conference, Inc. — Memorandum Opinion by Justice Bassel

In the
Court of Appeals
Second Appellate District of Texas
at Fort Worth
___________________________
No. 02-26-00235-CV
___________________________
On Appeal from the 17th District Court
Tarrant County, Texas
Trial Court No. 017-374251-26
Before Birdwell, Bassel, and Womack, JJ.
Memorandum Opinion by Justice Bassel
UTAH V ALLEY U NIVERSITY , Appellant
V.
W ESTERN A THLETIC C ONFERENCE , I NC ., Appellee

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MEMORANDUM OPINION
I. Introduction
In a single issue, Appellant Utah Valley University (UVU) challenges an order
denying its amended special appearance, arguing that the trial court erred because
(1) UVU and Appellee Western Athletic Conference, Inc. (the WAC) had agreed that
UVU’s participation in the WAC would not cause UVU to be subject to personal
jurisdiction in Texas and (2), in any event, the WAC’s jurisdictional allegations are not
sufficient to support the exercise of personal jurisdiction over UVU in Texas courts.
Based on the plain—but unique—language of the bylaw that the parties agreed to
have 	govern 	disputes 	involving 	member 	institutions 	that 	are 	state 	or 	federal
government agencies, like UVU, we hold that UVU is not subject to personal
jurisdiction in Texas and that, in view of the bylaw provision, the WAC has not
pleaded jurisdictional facts sufficient to support the exercise of personal jurisdiction
over UVU in Texas. 	We therefore reverse the trial court’s order denying UVU’s
amended special appearance, and we render judgment dismissing the WAC’s claims
against UVU for want of personal jurisdiction.

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II. Background1
A. 	We explain who the parties are and when UVU joined the WAC.
The WAC is an athletic conference offering Division I athletic competition and
opportunities for member institutions and their associated administrators, student-
athletes, and coaches. The WAC provides student-athletes of member institutions the
chance to travel to scenic destinations and gain exposure in some of the nation’s most
diverse 	markets 	and 	largest 	metropolitan 	cities 	while 	competing 	in 	high-level
intercollegiate competition. 	The WAC has an agreement with its member institutions
that is documented through its Bylaws. The Bylaws set forth the relationship among the
conference and its member institutions and provides for a governance structure for the
conference. 	The Bylaws allowed each member institution in good standing and each
incoming member institution to appoint one representative to the Board of Directors.
UVU is the largest public university in the State of Utah and is governed under
the Utah System of Higher Education. 	UVU has a primary place of business located
at 800 W. University Parkway, Orem, Utah 84058. 	UVU has no place of business in
Texas; it has no employees in Texas; and it conducts no internal affairs activities in
Texas. Nor does it own, lease, or possess any real property in Texas.
On October 1, 2012, the WAC extended a formal invitation of membership to
UVU to join the WAC. UVU officially joined the WAC on July 1, 2013.
1
For purposes of setting forth the background, we borrow portions of the
WAC’s first amended petition, UVU’s amended special appearance, and the WAC’s
response to UVU’s amended special appearance.

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B. 	The WAC moved to Texas.
During the WAC’s June 2022 board meeting, the Board unanimously approved
relocating its principal place of business from Denver, Colorado, to Arlington, Texas.
The WAC officially moved to Texas and began operations in Texas on October 27,
2022.
C. 	The WAC members signed a commitment agreement.
According 	to 	UVU, 	“[f]ollowing 	concerns 	regarding 	member 	institutions
leaving the WAC en masse for other conferences, all [the] WAC member institutions
(including UVU) and the WAC entered into a commitment agreement, dated June 21,
2024 (the []Commitment Agreement[]).” 	Pursuant to the Commitment Agreement,
the member institutions and the WAC agreed that the institutions would retain their
membership for two years, and the WAC promised to pay current members who
fulfilled the two-year commitment “membership retention funding” in the cumulative
amount of $5.6 million in addition to the “standard revenue distributions” payable
under the Bylaws. 	The Commitment Agreement further stated that “[s]hould
progress 	not 	be 	made 	on 	significant 	membership 	additions 	or 	a 	partnership
agreement, members who choose to leave for another conference after June 30,
2026[,] could participate in a planned orderly exit from the WAC, which would
include reduced and/or waived exit fees.”

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In October 2024, the WAC’s Board voted to approve an update to the Bylaws
to reflect that the WAC operates under the laws of Texas and to attach the June 21,
2024 Commitment Agreement to the Bylaws as an addendum.
In March 2025, the Board voted to rescind the Commitment Agreement. UVU
abstained from the vote because its president was not in attendance.
D. 	UVU gave notice of its exit from the WAC.
On June 9, 2025, UVU gave the WAC written notice that it had “accepted an
invitation to join the Big West Conference effective July 1, 2026,” and that it was
withdrawing from the WAC effective June 30, 2026. The exit notice stated that it was
being filed before the notification date of June 30, 2025, and that it “therefore
complie[d] with the requirements set forth in Article II[,] Section 9 of the Bylaws.”
The exit notice further stated that “[g]iven UVU’s adherence to [the] WAC [B]ylaws
and the 2024 [C]ommitment [Agreement], UVU expect[ed] that the WAC w[ould] not
seek exit fees from UVU.”
The WAC’s commissioner confirmed in writing her receipt of UVU’s exit
notice and reminded UVU of the exit-fee requirement:
Article II, Section 9(a)(1) of the Bylaws . . . provides that a “Withdrawing
Member Institution” that provides “proper notification” shall pay the
WAC an exit fee of $1,000,000.00. 	The exit fee is due on or before
January 31, 2026. It is important to note, that UVU must still pay to the
WAC all other conference fees including yearly dues, assessments, or
other fees and payments through June 30, 2026.

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The commissioner explained that the Commitment Agreement had been rescinded by
a Board vote on March 12, 2025.
UVU responded that it would not pay the exit fee. UVU explained that it had
relied on the Commitment Agreement; that it had remained in the WAC through June
30, 2026; and that it was therefore entitled to the Commitment Agreement’s promise
of a “planned orderly exit from the WAC, which would include reduced and/or
waived exit fees.” 	UVU further stated that the exit fee constituted an unreasonable
penalty.
E. 	The WAC filed suit in Texas, and UVU responded by filing a
special appearance.
Two days after the deadline lapsed for UVU to pay the exit fee, the WAC filed
suit. The WAC alleged a breach-of-contract cause of action for UVU’s failure to pay
the “contractually obligated exit fee . . . and other fees consistent with the law.” The
WAC also sought declaratory relief and requested the following declarations:
1. 	The Bylaws constitute a contract between a member institution,
UVU, and an athletic conference, the WAC.
2. 	In accordance with Article II, Section 9(a)(1) of the Bylaws, [UVU]
was required to pay the exit fee of $1,000,000.00 on or before January
31, 2026.
3. The exit fee set forth in Article II, Section 9(a)(1) of the Bylaws is not
a penalty.
4. 	The exit fee set forth in Article II, Section 9(a)(1) of the Bylaws is a
contractual obligation of [UVU].

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5. 	[UVU] violated and/or breached Article II, Section 9(a)(1) of the
Bylaws.
6. 	In accordance with Article II, Section 9(a)(4)(i) of the Bylaws, [the
WAC] is entitled to withhold from [UVU] and retain all distributions
received, generated, deposited[,] or accrued from any source.
7. In accordance with Article II, Section 9(a)(4)(i) of the Bylaws, [UVU]
is 	not 	entitled 	to 	receive 	any 	distributions 	received, 	generated,
deposited[,] or accrued from any source.
8. The withholding and retention of all distributions received, generated,
[d]eposited[,] or accrued from any source is not a penalty.
9. In accordance with Article II, Section 6(a) of the Bylaws, [UVU] is no
longer a member institution in good standing as a result of a “violation
of the . . . payment requirements of Article II, Section 9.”
10. [UVU] is not a member in good standing of the WAC.
11. 	In accordance with Article II, Section 6(c) of the Bylaws, [UVU] is
“ineligible” to 1) “Receive any distribution of Conference revenues from
any 	contract, 	agreement[,] 	or 	source 	(including 	Conference 	NCAA
distributions)[”;] 2) “Attend, participate, observe[,] or vote in any Board
of Directors, Athletic Directors Committee[,] or any other Conference
governance meeting, or hold any Conference office[”;] 3) “Represent the
Conference in any NCAA or other non-Conference committee or other
forums[”;] 	4) 	“Participate 	in 	Conference 	Championships 	or
Tournaments 	or 	represent 	the 	Conference 	in 	any 	NCAA
championships[”;] 5) “Appear on any Conference-sponsored television,
radio[,] or other media package[”;] and 6) “Have its student-athletes or
coaches be eligible for any Conference awards of any kind.”
12. 	[And UVU] violated and/or breached Article II, Section 6(a) of the
Bylaws.
UVU responded by filing a special appearance and, subject thereto, an original
answer. 	UVU argued that the trial court has no general personal jurisdiction over it
because as a public university in Utah it cannot be considered at home in Texas; that

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the trial court has no specific personal jurisdiction over it because the WAC cannot
establish that UVU purposefully availed itself of conducting activities in Texas or that
the WAC’s cause of action arises out of specific purposeful activities of UVU in
Texas; and that exercising personal jurisdiction over it would offend the notions of
fair play and substantial justice. 	Specifically, UVU noted that the WAC’s pleaded
allegations—“there is jurisdiction over UVU in Texas because UVU is a member of
the WAC[;] participated in the governance and oversight of the WAC in Texas[;]
entered into a contract with the WAC[;] recruits athletes and employees in Texas[;]
and 	‘conducts 	business 	activities’ 	in 	Texas, 	such 	as 	participation 	in 	athletic
competition”—were insufficient to create jurisdiction over UVU for multiple reasons.
The WAC then filed its first amended petition and set forth the following
jurisdictional 	facts, 	claiming 	that 	they 	“independently 	and 	collectively 	establish
minimum contacts and a substantial connection to the claims asserted”:
• 	UVU student-athletes and teams have competed in Texas at [sic]
223 times over the 12-year period it has been a member of the
WAC;
• 	Those 223 competitions span 543 days spent in the State of
Texas, amounting to 1 year, 5 months, and 24 days, or roughly the
equivalent of a year and a half, in Texas;
• 	Accordingly, UVU has spent about an eighth of its time as a
member of the WAC physically present in the State of Texas;
• 	UVU currently has seven (7) student-athletes from the State of
Texas and has had 45 such athletes since it joined the WAC.
Those athletes were recruited in Texas;

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• 	UVU representatives have physically attended meetings of the
WAC Board of Directors in Texas;
• 	UVU representatives have remotely attended meetings of the
WAC Board of Directors and committees administered from
Texas;
• 	UVU representatives, such as the Athletic Director, President, and
Senior 	Woman 	Administrators, 	have 	engaged 	in 	continual
communications 	regarding 	WAC 	governance 	and 	operations
directed to WAC staff who are located in Texas;
• 	UVU President Astrid Tuminez seconded the motion to move the
WAC’s principal place of business to Texas;
 	The 	relocation 	proposal 	presented 	to 	the 	Board 	of
Directors noted relocation would include bringing future
conference 	championship 	events 	to 	Arlington, 	Texas,
conducting 	Board 	of 	Directors 	meetings 	in 	Arlington,
Texas, 	and 	engaging 	in 	Arlington, 	Texas-centered
marketing for the new WAC headquarters;
• 	The June 3–4, 2024 Board of Directors in-person meeting at
which 	the Board 	members agreed 	to 	make a 	“statement of
commitment to the WAC for the next two years” took place in
Arlington, Texas;
• 	Since UVU joined the WAC, its representatives have served on
approximately [sic] numerous committees, many of which were
administered from Texas since October 2022;
• 	UVU was a member institution of the WAC and participated in
competition, governance, meetings, and oversight of the WAC in
Texas;
• 	Through the 2025–26 academic year, UVU will have competed
and participated in 223 events and competitions in Texas during
its membership;
• 	Through the 2025–26 academic year, UVU participated in events
and competitions in Texas spanning approximately 543 days;

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• 	UVU, through its Board representative, attended WAC Board
meetings in Texas;
• 	UVU, 	through 	its 	representatives, 	attended 	WAC 	committee
meetings in Texas;
• 	UVU demanded that the WAC enforce the Bylaws as and against
withdrawing Texas institutions including Lamar University, Sam
Houston State University, Stephen F. Austin State University,
[and] University of Texas[] Rio Grande Valley[,] as well as other
universities 	including 	Grand 	Canyon 	University, 	Seattle
University, and New Mexico State University. In fact, when
Stephen F. Austin State University argued against paying the exit
fee under the same [B]ylaws, UVU’s President stated that Stephen
F. Austin State University lacked “integrity[”];
• 	UVU accepted distributions that would have otherwise gone to
withdrawing members from Texas;
• 	UVU recruited athletes and coaches in Texas;
• 	UVU contracted with the WAC, a Texas nonprofit corporation,
and principal place of business in Arlington, Texas;
• 	The meeting to discuss the “letter is to serve as a joint statement
from the WAC Board of Directors” dated June 21, 2024[,] was
discussed and introduced as a “blood oath” by UVU’s President
at a Board meeting in Arlington, Texas[,] on June 3–4, 2024;
• 	The WAC’s principal place of business since October 27, 2022[,]
and approved by the Board of the WAC on June 6, 2022[,] is
Texas;
• 	UVU’s President served as the Vice Chair of the Board of
Directors of the WAC during the 2021–22 academic year, Chair
of the Board of Directors of the WAC during the 2022–23
academic year, and Past Chair of the Board of Directors of the
WAC during the 2023–24 academic year, which indicates the last
two academic years in Texas; and

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• 	UVU’s 	representatives, 	including 	President, 	Vice 	President,
Athletics 	Director, 	Senior 	Woman 	Administrator, 	Faculty
Athletics 	Representative, 	and 	student-athletes, 	served 	on,
including but not limited to, the Board, the Board Executive
Committee, 	Council, 	Athletic 	Directors 	Committee, 	Faculty
Athletic 	Representatives 	Committee, 	Compliance 	and
Governance Committee, Medical Advisory Committee, Sports
Management Committee, Academic Committee, Championships
Committee, Game Management Committee, Gender Equity and
Issues Committee, Ineligible Participation Committee, Legislation
Committee, 	Officiating 	Committee, 	Sponsorship 	Committee,
Academic 	Committee, 	Academic/Governance 	Committee,
Finance Committee, and Student-Athlete Advisory Committee
(also known as SAAC) that govern the WAC as set forth in the
Western Athletic Conference Bylaws 	and associated and additional
codes and policies.
UVU responded by filing its amended special appearance in which it reiterated
its arguments regarding why jurisdiction was not proper and relied on a specific
Bylaw, arguing that
Article [14], Section 2 of the WAC’s [B]ylaws—the very [B]ylaws that the
WAC purports to enforce in this litigation—make clear that UVU is not
subject to this [c]ourt’s jurisdiction merely because UVU participates in
the conference or approves of the conference’s corporate documents
(including the [B]ylaws):
By participating in the Conference and approving the
Conference’s 	corporate 	documents, 	those 	Member
Institutions 	that 	are 	state 	or 	federal 	governmental
agencies do not and shall not be deemed to, expressly or
impliedly, waive the sovereign immunity (including, but not
limited 	to, 	Eleventh 	Amendment 	immunity 	under 	the
United 	States 	Constitution) 	of 	their 	respective
governments, [2]
and shall not be deemed to consent to
2
According to the WAC, “sovereign[-]immunity protection does not apply to
UVU because the Utah legislature [has] specifically waived the sovereign immunity of
governmental entities in contract disputes. 	See Utah Code § 63G-7-301(1)(a).” UVU,

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suit or to consent to the jurisdiction of the [S]tate of
Texas or any other state in which the Conference is
located or to the jurisdiction of their courts. [Emphases
added.]
UVU argued that “[t]he WAC would have th[e c]ourt ignore everything after the ‘and’
and render its clear language about ‘jurisdiction in the [S]tate of Texas’ meaningless, in
contravention of the law of contractual interpretation.”
The WAC filed a response to UVU’s amended special appearance. 	The WAC
relied heavily on UVU’s participation in athletic events and competitions in Texas,
reiterating its same list of alleged contacts. 	The WAC’s response states that “[t]his
case is about enforcing the [WAC Bylaws] consistently with the express language of
the Bylaws,” but it claims that the Bylaw that UVU relies on disclaims only consent to
jurisdiction and that the Bylaw “does not and cannot negate jurisdiction where, as
here, UVU’s own conduct establishes sufficient minimum contacts with Texas.”
F. 	UVU sought relief in Utah.
In addition to filing suit in Texas, the WAC announced that it would exclude
UVU’s teams and student-athletes from participating in the WAC’s spring conference
championships; 	immediately 	bar 	UVU’s 	teams 	from 	appearing 	on 	any 	WAC-
sponsored television, radio, or other media broadcasts; and withhold conference
however, specifically stated in its amended special appearance that its “personal
jurisdiction [argument] is not based on a claim that UVU is immune from suit in
Texas.” 	Because we dispose of the appeal based on the emphasized portion of the
Bylaw, we need not address the sovereign-immunity aspect of the Bylaw. 	See Tex. R.
App. P. 47.1.

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distributions that would have been payable to UVU. 	UVU responded by filing a suit
in Utah, in which it filed a motion for temporary restraining order and preliminary
injunction. 	The Utah court first granted a temporary restraining order against the
WAC and subsequently granted a preliminary injunction against the WAC requiring it
to reinstate UVU to all WAC-sponsored media broadcasts and to permit UVU teams
and student-athletes to continue to participate in WAC and NCAA post-season
tournaments and championships. 	The Utah court directed UVU to pay $1,000,000
into the court’s registry “during the dispute in th[at] litigation.” The Utah court noted
in its preliminary-injunction order that the WAC had filed a motion to dismiss or to
stay on grounds of forum non conveniens and comity principles in light of the WAC’s
pending suit against UVU in Texas. 	The Utah court stayed the suit “until there is a
determination by the Texas court about whether it is inclined to exercise jurisdiction”
but explained that it had granted the preliminary injunction to preserve the status quo.
G. 	The Texas court denied UVU’s special appearance.3
Back in Texas, the trial court held a hearing on UVU’s amended special
appearance, took the matter under advisement, and ultimately denied it. 	This appeal
followed.
3
The record also includes documents pertaining to a discovery dispute: 	the
WAC’s combined motion to compel, requesting discovery sanctions, and motion to
enter a confidentiality order. 	Because of the narrow focus of this opinion relating
solely to the Bylaw in Article 14, Section 2, we need not delve into the discovery
dispute.

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III. Discussion and Analysis
In its sole issue, UVU argues that it is not subject to specific personal
jurisdiction in Texas for the WAC’s claims because the WAC’s jurisdictional theory is
premised entirely on UVU’s participation in the conference and because the WAC’s
Bylaws negate the WAC’s theory of jurisdiction.4 	Based on the plain language of the
Bylaw at issue, we agree that UVU is not subject to personal jurisdiction in Texas and
that the trial court erred by denying UVU’s amended special appearance.
A. 	We set forth general applicable law and the standard of review.5
“[A personal-jurisdiction] analysis begins with some familiar boilerplate.” BRP-
Rotax GmbH & Co. KG v. Shaik, 716 S.W.3d 98, 103 (Tex. 2025). “A court must have
personal jurisdiction over a defendant to issue a binding judgment.” 	LG Chem Am.,
Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex. 2023). 	Texas courts, specifically, exercise
personal jurisdiction over litigants by reference to the Texas long-arm statute and
federal constitutional due-process guarantees. 	See id.; see also Moncrief Oil Int’l Inc. v.
4
UVU notes that the WAC has not attempted to invoke general personal
jurisdiction over UVU and that “[t]here is no reasonable argument that UVU (a
university with its principal place of business in Utah that is also a body politic and
corporate of the State of Utah) can be said to be ‘at home’ in Texas.” The WAC did
not mention general jurisdiction in its brief. We therefore omit a general-jurisdiction
analysis and focus solely on specific jurisdiction. See Tex. R. App. P. 47.1.
5
We borrow the standard of review and our explanation of the overarching
structure of a personal-jurisdiction analysis from our recent opinion in Kane v. Global
Legal Law Firm, No. 02-26-00110-CV, 2026 WL _________, at *__ (Tex. App.—Fort
Worth Oct. 8, 2026, no pet. h.), which also involved a special appearance, and we set
forth that citation here once to avoid repetition.

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OAO Gazprom, 414 S.W.3d 142, 149 (Tex. 2013) (quoting Moki Mac River Expeditions v.
Drugg, 221 S.W.3d 569, 574 (Tex. 2007)).
A party asserting personal jurisdiction over a defendant bears an initial burden
tied to concomitant requirements:
Texas courts may exercise personal jurisdiction over a nonresident 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 . . . , 221 S.W.3d [at]
574 . . . . Under the Texas long-arm statute, the plaintiff bears the initial
burden of pleading allegations sufficient to confer jurisdiction. 	Retamco
Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009).
Moncrief Oil, 414 S.W.3d at 149. Should “the initial burden [be] met, the burden shifts
to the defendant to negate all potential bases for personal jurisdiction the plaintiff
ple[ade]d.” Id. (citing Retamco, 278 S.W.3d at 337).
“The ultimate question of whether a court has personal jurisdiction over a
nonresident defendant is a question of law [that] we review de novo.” 	Id. at 150. 	If
the trial court does not issue findings of fact and conclusions of law in determining a
personal-jurisdiction challenge,6 we infer all relevant facts necessary to support the
judgment that are supported by evidence.” 	Id. 	But when jurisdictional facts are
undisputed, it is a question of law as to whether those facts establish jurisdiction; the
reviewing court “need not consider any implied findings of fact” and must consider
6
The record reflects that no findings of fact or conclusions of law were
requested.

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only the legal question of whether the undisputed facts establish Texas’s jurisdiction.
Old Republic Nat’l Title Ins. v. Bell, 549 S.W.3d 550, 558 (Tex. 2018).
B. 	We 	explain 	the 	overarching 	structure 	and 	constitutional
underpinnings of a personal-jurisdiction analysis.
In setting the stage for a jurisdictional analysis, the Texas Supreme Court
recently 	explained 	the 	federal 	due-process 	principles 	that 	govern 	the 	personal-
jurisdiction analysis:
Adhering to the U.S. Supreme Court’s precedents, our primary concern
in personal-jurisdiction cases is “the constitutional right to due process.”
LG Chem, 670 S.W.3d at 346 (citing U.S. Const. amend. XIV, § 1); cf.
Retamco Operating . . . , 278 S.W.3d [at] 337 . . . . 	[When applying the
federal due-process analysis, w]e walk the path initially charted by
International Shoe Co. v. Washington, in which the U.S. Supreme Court held
that the exercise of personal jurisdiction is proper where the nonresident
defendant has “certain minimum contacts” with the forum state “such
that the maintenance of the suit” against it “does not offend ‘traditional
notions of fair play and substantial justice.’” 326 U.S. 310, 316, 66 S. Ct.
154, [158] (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S. Ct.
339, [343] (1940)).
. . . 	[The plaintiffs] contend . . . that Texas courts may exercise
[only] 	specific 	personal 	jurisdiction, 	which 	“covers 	defendants 	less
intimately connected with a State, but only as to a narrower class of
claims” than general jurisdiction would allow. 	Id. at 359, 141 S. Ct. [at
1025]. For Texas courts to do so here, the evidence must satisfy a well-
established two-prong test. 	See LG Chem, 670 S.W.3d at 347. First, [the
defendant] 	must 	have 	taken 	“some 	act 	by 	which 	[it] 	purposefully
avail[ed] itself of the privilege of conducting activities within [Texas],
thus invoking the benefits and protections of its laws.” 	Hanson v.
Denckla, 357 U.S. 235, 253, 78 S. Ct. 1228, [1240] (1958). 	Second, the
claims must “arise out of or relate to” [the defendants’] Texas-focused
activities. 	Ford[ Motor Co. v. Mont. Eighth Jud. Dist. Ct.], 592 U.S. [351,]
359, 141 S. Ct. 1017[, 1025 (2021)] (quoting Bristol-Myers Squibb Co. v.
Super. Ct. of Cal., 582 U.S. 255, 262, 137 S. Ct. 1773, [1780] (2017)).

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Shaik, 716 S.W.3d at 103–04.
As noted, the first governing principle of a specific-jurisdiction analysis is
whether a defendant has purposefully availed itself of a relationship with Texas. Once
more, the supreme court recently outlined the guideposts for determining when a
defendant has acted with that necessary purpose:
“The 	‘touchstone 	of 	jurisdictional 	due 	process’ 	is 	‘purposeful
availment.’” 	“At its core, the purposeful[-]availment analysis . . .
determine[s] whether a nonresident’s conduct and connection to a forum
are such that it could reasonably anticipate being haled into court there.”
Whether a nonresident defendant has “purposefully availed itself of the
privilege 	of 	conducting 	activities 	in 	Texas” 	is 	guided 	by 	three
considerations:
• “[O]nly the defendant’s contacts with the forum are relevant,
not the unilateral activity of another party or a third person”;
• “The contacts relied upon must be purposeful,” not “random,
fortuitous, or attenuated”; and
• The defendant “must seek some benefit, advantage[,] or profit
by availing itself of [Texas’s] jurisdiction.”
“This analysis assesses the quality and nature of the contacts, not the
quantity.”
State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 413–14 (Tex. 2023) (footnotes
and citations omitted).
Though somewhat overlapping with the principles that govern the question of
purposeful availment, the relatedness requirement of specific jurisdiction is also
closely circumscribed:

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“The ‘arise from or relate to’ 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. 	“[F]or a nonresident defendant’s forum contacts to support an
exercise of specific jurisdiction, there must be a substantial connection
between those contacts and the operative facts of the litigation.” 	Id. at
585. 	Thus, “the relationship must arise out of contacts that the
‘defendant himself’ creates with the forum State,” and the “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, 284–85, 134 S. Ct. 1115, [1122] (2014). 	“[A] defendant’s
relationship 	with 	a 	plaintiff 	or 	third 	party, 	standing 	alone, 	is 	an
insufficient basis for jurisdiction.” 	Id. at 286, 134 S. Ct. [at 1123]. “Due
process requires that a defendant be haled into court in a forum State
based on his own affiliation with the State, not based on the ‘random,
fortuitous, or attenuated’ contacts he makes by interacting with other
persons affiliated with the State.” Id.
Little & Gorgeous, Inc. v. Wild Tribe Screen Prints, LLC, 717 S.W.3d 36, 45–46 (Tex.
App.—San Antonio 2025, pet. denied).
Specific jurisdiction requires us to analyze jurisdictional contacts on a claim-by-
claim basis. 	See, e.g., Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 660 (Tex. 2010)
(separately 	analyzing 	jurisdictional 	contacts 	for 	fraud 	and 	trust-fund 	claims 	to
determine specific jurisdiction). 	But a court need not assess contacts on a claim-by-
claim basis if all claims arise from the same forum contacts, such as they do here. 	See
Moncrief Oil, 414 S.W.3d at 151.
C. 	We set forth the rules for construing bylaws.
Because the crux of this case turns on the interpretation of a bylaw, we borrow
from an opinion from the El Paso Court of Appeals summarizing the rules for
construing bylaws:

19
In 	construing 	. 	. 	. 	bylaws, 	we 	apply 	the 	rules 	that 	govern 	the
interpretation of contracts. We attempt to harmonize and give effect to
every provision[,] and we presume that the parties intended to impose
reasonable terms. 	Accordingly, an interpretation that gives a reasonable
meaning to all parts is preferred over one that leaves a portion useless,
insignificant, or “achieves a weird and whimsical result.” . . .
If 	a 	bylaw 	is 	written 	so 	that 	it 	can 	be 	given 	a 	definite
interpretation, it is not ambiguous[,] and the court will construe it as a
matter of law. 	Not every difference in interpretation amounts to an
ambiguity; mere disagreement over the meaning of a provision does not
make the terms ambiguous.
In re Aguilar, 344 S.W.3d 41, 49–50 (Tex. App.—El Paso 2011, orig. proceeding)
(citations omitted). The Texas Supreme Court has recently clarified,
Although we’ve said that our primary goal in contract construction is to
“ascertain the true intentions of the parties,” e.g., Italian Cowboy Partners,
Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 333 (Tex. 2011), this
“intent” is a bit of a legal fiction. 	We’re really looking for something
objective, not subjective—hence our careful attention to the text of the
contract itself.
Equinor Energy LP v. Lindale Pipeline, LLC, 731 S.W.3d 324, 327 (Tex. 2026).
D. 	We conclude that the unambiguous language of the Bylaw reveals
that the trial court erred by denying UVU’s special appearance.
We begin by again setting forth the Bylaw that is at issue:
By participating in the Conference and approving the Conference’s
corporate documents, those Member Institutions that are state or
federal governmental agencies do not and shall not be deemed to,
expressly or impliedly, waive the sovereign immunity (including, but not
limited to, Eleventh Amendment immunity under the United States
Constitution) of their respective governments, and shall not be deemed
to consent to suit or to consent to the jurisdiction of the [S]tate of
Texas or any other state in which the Conference is located or to
the jurisdiction of their courts. [Emphases added.]

20
The WAC does not dispute the definition of any particular word or phrase in the
statute,7 so we do not parse out the words used but instead view the provision as a
whole. The Bylaw is written in such a way that it can be given a definite interpretation
and is therefore not ambiguous. Using the plain meaning of the words as written and
viewing the provision as a whole, it is clear that the Bylaw both (1) preserves
sovereign-immunity 	protections 	that 	are 	available 	to 	governmental 	member
institutions8 	and 	(2) 	makes 	clear 	that 	conference 	participation 	and 	approval 	of
conference documents will not operate as a governmental member institution’s consent
to suit or as its consent to the jurisdiction of Texas or to its courts. 	At its core, the
parties agreed that UVU could participate in conference activities without subjecting
itself to the jurisdiction of Texas or Texas courts based on such participation.
The WAC stated in its response to UVU’s amended special appearance that
“[t]his case is about enforcing the [WAC Bylaws] consistently with the express
language 	of 	the 	Bylaws,” 	but 	then 	the 	WAC 	ignores 	its 	stated 	premise 	and
extrapolates its own meaning of the unambiguous provision in Article 14, Section 2.9
7
In particular, the WAC does not dispute that UVU is a state agency.
8
As 	noted above, 	UVU’s special appearance does 	not rely on 	sovereign
immunity as a ground to avoid jurisdiction.
9
The WAC claims that it has “full authority to interpret and administer [its]
Bylaws” because “Texas courts consistently hold that members subject themselves to
the organization’s reasonable interpretation and administration of its bylaws and will
not interfere absent unreasonableness or illegality.” 	See Stevens v. Anatolian Shepherd
Dog Club of Am., Inc., 231 S.W.3d 71, 74–75 (Tex. App.—Houston [14th Dist.] 2007,

21
The WAC couches the Bylaw as a sovereign-immunity-preservation provision and
states that it is not a forum-selection clause.10 	But as to the latter portion of the
Bylaw, the WAC contends that the Bylaw does not address UVU’s extensive Texas
contacts giving rise to the claims asserted in this lawsuit; that UVU improperly
conflates consent-based jurisdiction with minimum-contacts jurisdiction; that the
constitutional minimum-contacts analysis exists independently of consent; and that
pet. denied) (stating that “[s]o long as the governing bodies do not . . . transgress the
bounds of reason, common sense, fairness, do not contravene public policy, or the
laws of the land in such interpretation and administration[ of their rules], the courts
cannot interfere”). 	As discussed more fully below, because we conclude that the
WAC’s interpretation of the Bylaw ignores the plain language, we deem it proper to
“interfere.” 	Cf. IRA Res., Inc. v. Griego, 221 S.W.3d 592, 597 (Tex. 2007) (stating that
“[i]t would be disingenuous for [appellee] to claim that [appellant’s] liability . . . arises
from or relates to actions in Texas . . . and then ignore the substance of [a hold-
harmless] agreement when arguing for personal jurisdiction”). 	Moreover, because
bylaws are construed like contracts, a party’s interpretation of a bylaw is irrelevant
when the meaning of the bylaw is plain on its face. 	See GTE Mobilnet of S. Tex. Ltd.
P’ship v. Telecell Cellular, Inc., 955 S.W.2d 286, 289 (Tex. App.—Houston [1st Dist.]
1997, pet. denied) (op. on reh’g) (“A court errs if it looks to how the parties
interpreted 	the 	contract 	when 	the 	meaning 	of 	the 	contract 	is 	clear 	from 	its
language.”); see also Sun Oil Co. v. Madeley, 626 S.W.2d 726, 732 (Tex. 1981). 	And
furthermore, the WAC has cited no case stating that a court is forbidden from
interpreting a bylaw that is relevant to the court’s determination of whether it has
personal jurisdiction over a party.
10
Both parties agree that the Bylaws do not contain a forum-selection clause.
We concur in that assessment. In essence, we have the opposite of a forum-selection
clause: 	The specific Bylaw that is at issue does not set forth the state in which the
parties have agreed that jurisdiction is proper but rather specifies a broad category of
events that do not constitute consent to jurisdiction in Texas. 	The gist of the Bylaw
at issue appears to be in the nature of a forum-deselection clause, specifically
removing Texas as a jurisdiction in which a state governmental agency can be sued
when the jurisdictional facts alleged constitute conference participation or approval of
conference documents.

22
even if the Bylaw at issue “completely foreclosed consent-based jurisdiction, it would
not eliminate jurisdiction independently established through minimum contacts.” The
WAC’s argument completely ignores the plain language of the Bylaw that not only
removes Texas as a forum based on conference participation or conference document
approval but also cancels out any minimum contacts that are related to the same.
As UVU explained in its brief, even assuming that the jurisdictional facts that
the WAC relies on are true,11 they cannot, as a matter of law, give rise to personal
jurisdiction over UVU in Texas courts due to the Bylaw. UVU argues that the WAC’s
jurisdictional theory is premised entirely on UVU’s participation in the conference and
that the Bylaw negates the WAC’s jurisdictional theory. 	UVU sorted the WAC’s
bullet-point list of jurisdictional facts into three categories: 	(1) UVU participated in
the governance and oversight of the WAC in Texas, including by participating in
meetings in Texas; (2) UVU participated in athletic competitions in Texas; and
(3) UVU recruited athletes and coaches from Texas. But as aptly noted by UVU, the
Bylaw at issue “expressly provide[s] that UVU’s participation in the conference will
not be considered consent to jurisdiction in Texas”; therefore, “[t]his provision
precludes any finding that UVU has purposefully availed itself of conducting activities
in Texas in a way that subjects it to personal jurisdiction in Texas.” 	Viewing the
11
For purposes of our analysis, we make this assumption even though it is
unclear how some of the alleged jurisdictional facts—e.g., UVU demanded that the
WAC enforce the Bylaws against other withdrawing member institutions and the
WAC maintains its principal place of business is in Texas—constitute a UVU contact
with Texas.

23
Bylaw provision as a whole, we conclude that UVU’s interpretation is correct and that
the WAC’s interpretation would render the latter portion of the Bylaw useless. 	Cf.
World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S. Ct. 559, 567 (1980)
(“The Due Process Clause . . . gives a degree of predictability to the legal system that
allows potential defendants to structure their primary conduct with some minimum
assurance as to where that conduct will and will not render them liable to suit.”); Am.
Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801, 808 (Tex. 2002).
Nowhere in its brief or in its response to UVU’s amended special appearance
does the WAC attempt to establish that UVU had contacts with Texas other than
those related to its participation in the conference out of which the dispute arose.12
Moreover, the Bylaw is written in such a way that it is difficult to come up with
contacts 	that 	would 	not 	involve 	conference 	participation 	but 	that 	would 	be
substantially connected to the operative facts of the litigation. This also supports the
conclusion that the parties agreed via this Bylaw that a state governmental entity like
UVU would 	not be haled into Texas 	for disputes arising from or related 	to
participating in the conference.
The Texas Supreme Court has repeatedly emphasized that the “principle of
freedom of contract requires us to recognize that sophisticated parties have broad latitude
12
We note that the trial court specifically asked the WAC’s attorney, “Of all of
those key jurisdictional facts and substantial contacts, is it your position that they all
fall outside of the [B]ylaw . . . ?” 	The attorney responded that he was “going to go
through that in great detail here in a minute” but never did so.

24
in defining the terms of their business relationship, and courts are obliged to enforce the
parties’ bargain according to its terms.” Equinor Energy, 731 S.W.3d at 330 (citing Sundown
Energy LP v. HJSA No. 3, L.P., 622 S.W.3d 884, 889 (Tex. 2021)). 	If the WAC wanted
disputes related to the conference to be decided in Texas, then it was free to negotiate
this language in the Bylaws. 	It did not do so. 	The WAC instead agreed to exclude
activities related to the conference and the signing of the conference documents as
constituting Texas contacts. 	Accordingly, the WAC’s alleged contacts, which relate to
conference activities and to signing conference documents, are legally insufficient to meet
the minimum-contacts requirement to hale UVU into a Texas court.13
13
We agree with UVU’s reply-brief statement that “the WAC’s reliance on out-
of-state cases is unavailing.” To the extent that the WAC cites cases in which courts
decided conference-exit disputes in the jurisdiction where the conference is based, the
WAC has not shown, and we have not found, that those cases dealt with the
jurisdictional Bylaw at issue here. 	See Atl. Coast Conf. v. Clemson Univ., 2024 WL
3359498, at *4, *7–10 (N.C. Super. Ct. July 10, 2024) (concluding that university based
in South Carolina had waived its sovereign immunity and was subject to suit in North
Carolina where the conference was based due to the university’s commercial activities
in North Carolina while knowing it was subject to the Uniform Unincorporated
Nonprofit Association Act that governed the conference and that contained a sue-
and-be-sued clause); Atl. Coast Conf. v. Bd. of Trs. of Fla. State Univ., 2024 WL 1462914,
at *1, *3, *15–16 (N.C. Super. Ct. Apr. 4, 2024) (reaching the same conclusion as to a
university’s board that was based in Florida but had engaged in commercial activities
in North Carolina where the conference was based); Atl. Coast Conf. v. Univ. of Md.,
751 S.E.2d 612, 621 (N.C. Ct. App. 2013) (affirming, based on North Carolina’s
public policy, the trial court’s refusal to extend comity to Florida State University’s
board of trustees’ claim of sovereign immunity in North Carolina courts), abrogated by
Farmer v. Troy Univ., 879 S.E.2d 124, 126 (N.C. 2022); Big E. Conf. v. W. Va. Univ.,
2011 R.I. Super. LEXIS 164, at *1, *13–14, *24 (R.I. Super. Ct. Dec. 27, 2011)
(finding personal jurisdiction over West Virginia University after interpreting the
Rhode Island Long Arm to the fullest extent consistent with the Constitution and
considering that the university did not contest that it had sufficient minimum contacts

25
Because 	minimum 	contacts 	independent 	of 	conference 	participation 	or
document signing have not been established, we need not “consider whether, for
other 	reasons, 	exercising 	jurisdiction 	over 	the 	nonresident 	defendant 	would
nevertheless run afoul of ‘traditional notions of fair play and substantial justice.’”
Volkswagen 	Aktiengesellschaft, 	669 	S.W.3d 	at 	432 	(first 	quoting 	Luciano 	v.
SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 18 (Tex. 2021); and then quoting Int’l Shoe,
326 U.S. at 316, 66 S. Ct. at 158); see Tex. R. App. P. 47.1.
Accordingly, we sustain UVU’s sole issue.
IV. Conclusion
Having sustained UVU’s sole issue, we reverse the trial court’s “Order Denying
Defendant’s Amended Special Appearance” and render judgment dismissing the
WAC’s claims against UVU for want of personal jurisdiction.
/s/ Dabney Bassel
Dabney Bassel
Justice
Delivered: October 15, 2026
to be subject to personal jurisdiction in Rhode Island, and further concluding that the
university had failed to point to any agreement requiring Rhode Island to enforce
West Virginia’s sovereign immunity under principles of comity). Moreover, we make
no comment on the merits of this case as only the jurisdictional issue is before us in
this interlocutory appeal.