The Fourteenth District Court of Appeals in Houston has held that a corporation’s jurisdictional contacts could not be imputed to a nonresident that succeeded to the corporation’s contract rights.
Under the core facts in Motor Components LLC v. Devon Energy Corp., Pennzoil Company, a Delaware corporation located in Texas, contracted with its subsidiary, Purolator Products Company, a Delaware corporation located in Oklahoma. Under the contract, Pennzoil agreed to indemnify Purolator for certain remediation costs of Purolator’s real property located in New York and Michigan. Motor Components, which is a Delaware corporation with its principal place of business in New York, succeeded to Purolator’s rights under the contract by transactions not described in the appellate record. Motor Components subsequently invoked certain provisions of the contract and called upon Pennzoil’s successor-in-interest, Devon Energy Corporation, to respond. Devon is a Delaware corporation with its principal place of business in Oklahoma. Devon then filed a declaratory judgment action in Texas and sought personal jurisdiction over Motor Components.