Texas Business Court Clarifies Personal Jurisdiction Over Nonresident Corporate Officers, Managers

On July 21, 2026, in CWK Management, Inc. v. Deno Maggi, et al., Judge Bill Whitehill of the Texas Business Court’s First Division addressed the question of when Texas courts can exercise personal jurisdiction over a nonresident corporate manager based on that individual’s activity in Texas.

In declining to exercise specific jurisdiction over a co-defendant’s nonresident shareholder and manager, Judge Whitehill provided guidance for business owners, corporate officers, and legal practitioners navigating jurisdictional issues in Texas.

Background: A Dispute Over a Car Wash Business Sale

The underlying dispute arose from a 2025 transaction in which BWE II, LLC sold its car wash business to entities primarily owned by two defendants, Deno Maggi and Terrall Hill. Among other things, plaintiffs alleged the sale price was substantially below fair value and deprived them of the right to participate in the increased value of their investment in BWE.

In addition to suing Maggi and Hill, plaintiffs also sued BWE and Bill Poland, a California resident who served as BWE’s manager, in his individual capacity. Plaintiffs alleged that Poland “concocted” and “orchestrated” the disputed transaction with BWE, Maggi, and Hill, and sought to hold all of them liable.

Poland filed a special appearance, arguing that the court lacked personal jurisdiction over him because he did not have sufficient contacts with Texas to be sued there.

The Court’s Analysis: Specific Jurisdiction and Its Limits

Because plaintiffs asserted only specific jurisdiction over Poland, they had to show that:

(1) Poland purposefully availed himself of conducting activities in Texas; and

(2) Plaintiffs’ causes of actions arose from or related to Poland’s Texas contacts or activities.

The court emphasized that an entity’s Texas contacts cannot be imputed to its agent to establish personal jurisdiction over the agent. BWE, not Poland, entered into the disputed transaction. Poland’s uncontroverted testimony confirmed that his involvement in the transaction was solely in his capacity as BWE’s manager. And plaintiffs notably did not assert any tort claim against Poland individually that would support personal liability against him.

Given these facts, the court explained that “[w]hen an agent negotiates a contract for its principal in Texas, it is the principal who does business in the state, not the agent.” Because plaintiffs made no attempt to pierce the corporate veil, BWE’s conduct could not be attributed to Poland.

Key Takeaways for Businesses, Corporate Officers and Managers, and Practitioners

This opinion offers some important lessons:

• Distinguish Individual and Corporate Liability: Absent veil-piercing allegations, plaintiffs seeking to establish specific personal jurisdiction over nonresident officers or managers must clearly allege — and ultimately prove — personal conduct or activities in the forum state giving rise to liability. Actions taken in an individual’s corporate capacity are insufficient.
• Document Capacity Clearly: Corporate officers and managers should ensure their actions are documented as being taken on behalf of the entity, not in a personal capacity, to help mitigate the risk of personal jurisdiction in the forum state.
• Consult Counsel: Nonresident individuals serving as officers and directors of entities doing business in Texas may wish to consult counsel regarding jurisdictional considerations arising from their corporate activities.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.