The Dallas Court of Appeals has added another opinion to the stack of authority recognizing and applying the corporate fiduciary shield doctrine. In Nichols v. Lin, Nichols brought suit for breach of contract against Tseng Lin, YJ USA, and others. Nichols sought to hold Lin responsible for the breach on a theory of alter ego. Lin filed a special appearance, which the trial court sustained.
In an interlocutory appeal, Nichols complained that the trial court abused its discretion in excluding evidence relating to his alter ego allegation. He also argued that the special appearance should have been denied.
In its review of the excluded evidence, the court of appeals concluded that there was no abuse of discretion because the evidence was not relevant to Nichols’ argument that Lin was an alter ego. As to the application of the fiduciary shield doctrine, the court observes that this doctrine protects a nonresident corporate officer or employee from a trial court’s exercise of general jurisdiction over the individual when all of his contacts with Texas were made on behalf of his employer. Here, the evidence demonstrated that Lin’s contacts with Texas were all made on behalf of his corporate employer. The court of appeals observes that proof the individual was an alter ego will defeat application of the fiduciary shield doctrine. However, in this case, Nichols’ citations to the record failed to support his written contentions with respect to alter ego. Therefore, the court of appeals affirmed the trial court’s order. The opinion may be found at this link.