Case: 14-20552   Document: 00513164306     Page: 1   Date Filed: 08/21/2015




        IN THE UNITED STATES COURT OF APPEALS
                 FOR THE FIFTH CIRCUIT     United States Court of Appeals
                                                    Fifth Circuit

                                                                         FILED
                                                                     August 21, 2015
                                 No. 14-20552
                                                                      Lyle W. Cayce
                                                                           Clerk
INTERNATIONAL ENERGY VENTURES MANAGEMENT, L.L.C.,

             Plaintiff - Appellant

v.

UNITED ENERGY GROUP, LIMITED; SEAN MUELLER,

             Defendants - Appellees




                Appeal from the United States District Court
                     for the Southern District of Texas


Before WIENER, SOUTHWICK, and GRAVES, Circuit Judges.
JAMES E. GRAVES, JR., Circuit Judge:
      Plaintiff International Energy Ventures Management, L.L.C. (“IEVM”)
appeals the district court’s dismissal of its action against Defendants United
Energy Group, Limited (“UEG”) and Sean Mueller (“Mueller”) for failure to
state a claim against Mueller and for lack of personal jurisdiction over UEG.
For the reasons stated herein, we affirm the district court’s dismissal of the
action against Mueller. However, we conclude that personal jurisdiction over
UEG comports with due process, and therefore, we reverse the district court’s
dismissal of UEG.
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                                 No. 14-20552
                       I. FACTUAL BACKGROUND
      IEVM filed the instant action against UEG and Mueller in Texas state
court. UEG removed the action to federal court, and the original state court
petition was never amended. The facts, recited almost verbatim from the
complaint, are as follows.
      In July 2010, British Petroleum (“BP”) announced that it wished to sell
its Pakistani subsidiaries that owned oil and gas fields in Pakistan (“BP
Pakistan Assets”). IEVM had intimate knowledge and expertise regarding
BP’s assets in Pakistan. A principal of IEVM, Dan Hughes, mentioned the BP
Pakistan Assets sale to Mueller, a broker/investment banker he knew from
previous consulting work. Two days later, Mueller contacted BP stating that
he had been retained by IEVM and that IEVM wanted to be on the bidding list.
Mueller put IEVM’s PowerPoint presentation regarding the BP Pakistan
Assets on his letterhead to send to potential investors, stating that he had been
retained by IEVM.
      Mueller’s Chinese associate translated IEVM’s PowerPoint presentation
into Chinese and presented it to UEG, a Chinese oil and gas company, in
Beijing. UEG was interested in the BP Pakistan Assets. On September 8,
2010, the Chairman of UEG, Hongwei Zhang, sent a letter of interest, drafted
by Mueller, to BP, which mentioned IEVM as the expert on BP’s Pakistani
fields who introduced UEG to the project. Mueller then sent IEVM a proposed
compensation structure prepared by attorneys at Dewey & LeBoeuf, UEG’s
attorneys for the BP transaction.        Under the compensation agreement
ultimately agreed to, IEVM was to assist UEG in its technical evaluation and
in sourcing financing and act as consultants on behalf of UEG for the
acquisition of the BP Pakistan Assets. IEVM was to be paid for its out of pocket
expenses and in addition, consulting fees of $750,000 per year. Subsequently
UEG agreed, in consideration of work done by IEVM but not covered by the
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                                 No. 14-20552
existing compensation agreement, to pay IEVM and Mueller 6 percent of the
acquisition price of assets. Further, the individual members of IEVM were to
be given employment contracts on par with others in the industry for post-
acquisition work.
      In November 2010, IEVM learned from Mueller that BP had accepted
UEG’s offer to purchase its Pakistan Assets for $775 million. In January 2011,
the chair of UEG confirmed its agreement with IEVM.            Throughout the
remainder of 2010 and through September 2011, IEVM performed its
obligations to UEG under the agreement. On September 16, 2011, the deal
between BP and UEG to purchase BP’s Pakistan Assets closed. Throughout
the remainder of 2011, IEVM attempted to get a resolution of payments due
from UEG. In March 2012, UEG requested that IEVM, experts in the Pakistan
fields, provide further assistance on the reserves. IEVM refused to perform
any additional work for UEG unless UEG acknowledged that IEVM has not
been paid for work as agreed and indemnified IEVM for past work done on the
project.
      The executive director of UEG signed an agreement which acknowledged
that IEVM is owed for past due services and that IEVM was to be paid
following closing of the purchase of the properties from BP. UEG subsequently
paid IEVM for the additional work performed from March 2012 forward, and
has likewise paid IEVM’s expenses but has never paid the past due fees,
including 6 percent of the acquisition price.
      Based on the foregoing, IEVM alleged causes of action for breach of
contract, promissory estoppel, and quantum meruit. IEVM also brought a
claim for fraud “because Defendants never intended to pay IEVM its consulting
fees or its finder’s fee equity, and thereby deceived IEVM into working on the
BP Pakistan project without compensation.”


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                                 No. 14-20552
                       II. PROCEDURAL HISTORY
      On September 25, 2013, following the removal of this case to federal
court, Mueller moved to dismiss the action, as it pertained to him, for failure
to state a claim. On the same day, UEG moved to dismiss for lack of personal
jurisdiction. On October 9, 2013, IEVM moved to remand the action to state
court. On October 10, 2013, IEVM requested leave to amend the complaint,
but did not attach a proposed amended complaint.
      On November 4, 2013, the district court denied IEVM’s motion to remand
in a one-page order that offered no explanation. On November 8, 2013, IEVM
moved to compel arbitration and stay the proceedings. Although the district
court initially granted IEVM’s motion to compel arbitration in a one-page
order, upon reconsideration, the district court vacated that order on January
2, 2014. On July 25, 2014, following full briefing by the parties, the district
court dismissed the action entirely for insufficient service of process on UEG,
lack of personal jurisdiction over UEG, and failure to state a claim against
Mueller. In its dismissal order, the district court stated, “The plaintiff has 60
days to seek and effect proper service of process on UEG, otherwise this Order
of Dismissal becomes final.”    Int’l Energy Ventures Mgmt. LLC v. United
Energy Grp., LTD., No. 4:13-cv-2754, 

, at *3 (S.D. Tex. July
25, 2014). IEVM filed its notice of appeal on August 25, 2014. On September
19, 2014, IEVM filed a certificate of service in the district court. On September
22, 2014, IEVM moved to supplement the record on appeal, and that motion
was granted.
      On appeal, IEVM challenges the district court’s decision not to remand
the case to state court, the holding that IEVM has failed to state a claim
against Mueller, and the holding that the district court lacked personal
jurisdiction over UEG. We address each of these issues in turn.


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                                  No. 14-20552
              III. DENIAL OF REMAND TO STATE COURT
      The district court found that the joinder of Mueller to this lawsuit was
improper and done solely for the purpose of defeating jurisdiction. Int’l Energy
Ventures, 

, at *2. The district court stated that “[t]here are
no facts pled that tie Mueller to the dispute that [IEVM] asserts against UEG
save his role with or in behalf of IEVM.” 

reasons, the district
court denied IEVM’s motion for a remand to state court. We review the denial
of a motion to remand de novo. Scarlott v. Nissan N. Am., Inc., 

,
887 (5th Cir. 2014).
      Under the federal removal statute, a civil action may be removed from
state court to federal court on the basis of diversity because the federal court
has original subject matter jurisdiction over such cases.         See 28 U.S.C. §
1441(a). The only caveat is that in cases where the parties are diverse but a
properly joined defendant is a citizen of the state in which the action is brought,
removal is improper. See 

In the instant action, the defendants
removed the action to federal court on the basis that there was complete
diversity of the parties because Mueller, a Texas resident, was improperly
joined, UEG is a Bermuda limited liability company with a principal place of
business in Hong Kong, and IEVM is a citizen of Texas.
      There are “two ways to establish improper joinder: (1) actual fraud in
the pleading of jurisdictional facts, or (2) inability of the plaintiff to establish
a cause of action against the non-diverse party in state court.” Smallwood v.
Ill. Cent. R.R. Co., 

, 573 (5th Cir. 2004) (en banc) (internal
quotation marks and citation omitted). At issue in the instant action is the
latter question:   whether IEVM has established a cause of action against
Mueller in state court.
      The defendants, as the removing parties, have the burden of proving that
IEVM has not established a state court cause of action against Mueller. Gasch
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                                  No. 14-20552
v. Hartford Acc. & Indem. Co., 

, 281 (5th Cir. 2007). UEG and
Mueller must demonstrate “that there is no possibility of recovery by the
plaintiff against an in-state defendant, which stated differently means that
there is no reasonable basis for the district court to predict that the plaintiff
might be able to recover against an in-state defendant.” 

. UEG and Mueller must prove their claim of fraudulent joinder by clear
and convincing evidence. Grassi v. Ciba-Geigy, Ltd., 

, 186 (5th
Cir. 1990).   With respect to this burden, the parties dispute whether, in
determining if IEVM might recover against Mueller, the court should analyze
claims under the Texas fair notice pleading standard or under the Federal
Rules of Civil Procedure (“FRCP”). We hold, in accordance with at least three
unpublished decisions of our court, that the Texas pleading standard applies.
See Michels v. Safeco Ins. Co. of Ind., 544 F. App’x 535, 538 (5th Cir. 2013)
(unpublished) (per curiam) (“As the [plaintiffs] concede, the district court
correctly stated that it first had to examine whether the [plaintiffs] sufficiently
pleaded a cause of action under the Texas fair notice pleading standard.”);
Akerblom v. Ezra Holdings Ltd., 509 F. App’x 340, 344–45 (5th Cir. 2013)
(unpublished) (per curiam) (applying the Texas fair notice pleading standard);
De La Hoya v. Coldwell Banker Mex., Inc., 125 F. App’x 533, 537–38 (5th Cir.
2005) (unpublished) (same); see also Holmes v. Acceptance Cas. Ins. Co., 942 F.
Supp. 2d 637, 645 (E.D. Tex. 2013) (observing that the majority of Texas
district courts apply the Texas pleading standards).
      Under the Texas fair notice pleading standard, the pleading need only
allow “an opposing attorney of reasonable competence . . . [to] ascertain the
nature and basic issues of controversy and testimony probably relevant.”
Hayden v. Allstate Tex. Lloyds, No. H-10-646, 

, at *7 (S.D. Tex.
Jan. 20, 2011) (internal quotation marks and citations omitted).            IEVM
contends that it has stated four Texas state law causes of action against
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                                  No. 14-20552
Mueller: breach of contract, promissory estoppel, quantum meruit, and fraud.
However, IEVM never alleges that Mueller contracted with it to provide
consulting services. Instead, IEVM merely states that Mueller held himself
out to be retained by IEVM. Moreover, the complaint does not allege that
Mueller created a compensation structure by which IEVM would be paid or
that Mueller promised to pay IEVM. The complaint asserts that Mueller
simply sent a proposed structure prepared by UEG’s attorneys to IEVM. The
complaint then goes on to allege that IEVM made efforts to obtain payment for
its past due services from UEG, but makes no mention of Mueller. Given the
allegations in the complaint, we conclude that IEVM has not provided fair
notice as to the basic issues of its alleged controversies.
      Specifically, a claim under Texas law for breach of contract is not stated
because IEVM never alleges the existence of a contract between it and Mueller.
See B & W Supply, Inc. v. Beckman, 

, 16 (Tex. App.–Houston [1st
Dist.] 2009, pet. denied) (“The essential elements of a breach of contract claim
are (1) the existence of a valid contract; (2) performance or tendered
performance by the plaintiff; (3) breach of the contract by the defendant; and
(4) damages sustained as a result of the breach.”). A claim against Mueller for
promissory estoppel has not been stated because IEVM has not alleged that
Mueller promised it anything, but instead alleged that Mueller relayed a
promise to IEVM on behalf of UEG. See English v. Fischer, 

,
524 (Tex. 1983) (“The requisites of promissory estoppel are: (1) a promise, (2)
foreseeability of reliance thereon by the promisor, and (3) substantial reliance
by the promisee to his detriment.”). A claim against Muller for quantum
meruit has not been stated because the complaint does not assert that IEVM
provided any valuable services to Mueller. See Heldenfels Bros. v. City of
Corpus Christi, 

, 41 (Tex. 1992) (“To recover under the doctrine
of quantum meruit, a plaintiff must establish that: 1) valuable services and/or
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                                  No. 14-20552
materials were furnished; 2) to the party sought to be charged, 3) which were
accepted by the party sought to be charged, and 4) under such circumstances
as reasonably notified the recipient that the plaintiff, in performing, expected
to be paid by the recipient.”).
      Lastly, an opposing attorney of reasonable competence would be unable
to determine, based on the pleadings, the nature of IEVM’s claim of fraud
against Mueller. See Hayden, 

, at *7. The complaint states
in conclusory fashion that “based on the foregoing IEVM alleges a cause of
action for fraud because Defendants never intended to pay IEVM its consulting
fees or its finder[’]s fee equity, and thereby deceived IEVM into working on the
BP Pakistan project without compensation.” The complaint then goes on to
allege that IEVM made efforts to obtain payment for its past due services from
UEG, but makes no mention of Mueller. While such an attorney could guess
at the nature of IEVM’s fraud claim, a firm determination cannot be made as
to the misrepresentation that IEVM is alleging was made by Mueller.
Presumably, IEVM is stating that Mueller knew UEG had no intention of
paying IEVM but still passed along the compensation structure plan from UEG
to IEVM anyway. But, that allegation was not pleaded sufficiently to survive
dismissal, even under Texas pleading standards.
      Accordingly, we affirm the district court’s denial of remand because
IEVM has not stated any claim against Mueller under the Texas notice
pleading standards.
        IV. FAILURE TO STATE A CLAIM AGAINST MUELLER
      We further conclude that the district court properly dismissed this action
against Mueller under FRCP 12(b)(6). For the same reasons IEVM did not
state claims under the Texas notice pleading standard, IEVM has not stated
claims under the more stringent federal requirements.         See Culbertson v.
Lykos, Nos. 13-20569, 13-20751, 

, at *3 (5th Cir. June 22,
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                                       No. 14-20552
2015) (“A complaint must contain sufficient factual matter, accepted as true,
to state a claim to relief that is plausible on its face.” (quoting Ashcroft v. Iqbal,

, 678 (2009)) (internal quotation marks omitted)); FRCP 9(b). 1
                 V. PERSONAL JURISDICTION OVER UEG
       IEVM brought the instant action to recover payment allegedly owed
based on an unwritten agreement that UEG would pay IEVM for its pre–
March 2012 consulting services on the BP deal. However, from March 2012
onward, IEVM performed services for UEG under an agreement titled
“Indemnity and Release Agreement” (“IRA”). IEVM refers to this agreement
as a supplemental agreement, i.e., a supplement to the original, unwritten
agreement. In the IRA, UEG acknowledges IEVM’s previous consultation on
the BP deal and that UEG did not pay IEVM for those past consulting services.
The IRA indicates that, since the closing of the BP transaction, “UEG has
reason to believe the reserves associated with such properties are significantly
less than what it had believed them to be[.]” In consideration for further IEVM
consulting, UEG agreed to pay IEVM fees as outlined elsewhere in the IRA for
future services and to release and indemnify IEVM from any claim arising out
of the BP deal.
       The IRA provided that the agreement would be governed by Texas law.
Moreover, the agreement provided that any controversies would be settled by
arbitration in Houston, Texas. Lastly, the IRA provided that it constituted the
entirety of the parties’ agreement with the exception that it “does not
supersede, but is a supplement to, the agreement with respect to the prior work
completed by [IEVM] for UEG.”


1 IEVM appeals the district court’s denial of leave to amend its complaint. However, IEVM
did not attach a proposed amended complaint to its motion to amend nor explain what the
amendment would be. In the absence of any showing that an amendment would cure defects
in its pleadings against Mueller, we conclude that the court was within its discretion to deny
leave to amend. See Goldstein v. MCI WorldCom, 

, 254–55 (5th Cir. 2003).
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                                      No. 14-20552
       IEVM asserts that personal jurisdiction over UEG is proper for two
distinct reasons.     First, IEVM contends that the IRA, as a supplemental
agreement, extends to the original, unwritten agreement, and therefore, its
arbitration provision signifies implied consent to jurisdiction in Texas for any
cause of action related to the original, unwritten agreement. Second, IEVM
asserts that UEG has sufficient contacts with the forum and that personal
jurisdiction over UEG would comport with traditional notions of fair play and
substantial justice.     The district court only addressed the first of IEVM’s
arguments and apparently found that the IRA was not a supplement to the
original agreement so as to render the arbitration clause inapplicable to the
original, unwritten agreement. See Int’l Energy Ventures, 

,
at *3 (“While the agreement acknowledged that past services had been
provided by IEVM, for which IEVM had not been paid, it does not establish
Texas as the forum for litigating claims for past services. This is so because,
although UEG acknowledged by agreement a past debt due IEVM, it does not
promise to pay the debt. There is no agreement to pay, therefore, reference in
the agreement to Texas law as the governing law, arbitration and a Texas
forum, do not apply to past services.”).
       “A district court’s dismissal of a suit for lack of personal jurisdiction
where the facts are not disputed is a question of law, which is reviewed de
novo.” Herman v. Cataphora, Inc., 

, 464 (5th Cir. 2013). The
plaintiff has the burden of establishing that the court has personal jurisdiction.

here, the district court held no evidentiary hearing regarding
this issue, “that burden requires only that the [plaintiff] make a prima facie



2 The plaintiff has the burden of demonstrating specific jurisdiction for each claim asserted
against the nonresident defendant. Dontos v. Vendomation NZ Ltd., 582 F. App’x 338, 342
(5th Cir. 2014) (unpublished) (per curiam). Because IEVM bases all of its claims on identical
factual allegations, we perform a singular, joint analysis.
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                                No. 14-20552
showing.” 

accept the plaintiff’s uncontroverted allegations, and
resolve in his favor all conflicts between the facts contained in the parties’
affidavits and other documentation.” Monkton Ins. Servs. Ltd. v. Ritter, 

, 431 (5th Cir. 2014) (quoting Revell v. Lidov, 

, 469 (5th
Cir. 2002)) (internal quotation marks omitted). We address first the ground
for personal jurisdiction that the district court rejected:       whether the
arbitration clause of the IRA applies to the parties’ original unwritten
agreement and if so, whether it confers personal jurisdiction.
      “Whether a contract is ambiguous is a question of law for the court to
decide by looking at the contract as a whole in light of the circumstances
present when the contract was entered.” Nat’l Union Fire Ins. Co. of Pittsburgh
v. CBI Indus., Inc., 

, 520 (Tex. 1995) (per curiam). “A contract
is unambiguous if it can be given a definite or certain legal meaning.” J.M.
Davidson, Inc. v. Webster, 

, 229 (Tex. 2003). We need not
decide, however, whether the plain language of the IRA indicates it is a
supplement to the original unwritten agreement because we hold that even
assuming it does, the arbitration provision does not demonstrate implied
consent.
      In setting forth its argument to the contrary, IEVM analogizes an
arbitration clause to a forum selection clause.     See Burger King Corp. v.
Rudzewicz, 

, 472 & n.14 (1985) (noting that personal jurisdiction
may be waived by forum selection clauses that are “freely negotiated” and are
not “unreasonable and unjust” (internal quotation marks and citation
omitted)).   However, UEG responds that an arbitration clause renders
jurisdiction to the court for the limited purpose of compelling arbitration. We
agree. “When a party agrees to arbitrate in a particular state, via explicit or
implicit consent, the district courts of the agreed upon state may exercise
personal jurisdiction over the parties for the limited purpose of compelling
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arbitration.” Armstrong v. Assocs. Int’l Holdings Corp., 242 F. App’x 955, 957
(5th Cir. 2007) (unpublished) (per curiam); see also Encompass Power Servs. v.
Eng’g & Constr. Co., 224 F. App’x 329, 331 (5th Cir. 2007) (unpublished) (per
curiam). Thus, UEG’s agreement to arbitrate in Texas does not constitute
consent to the personal jurisdiction of Texas courts to adjudicate its claims in
the first instance.
      Nevertheless, the district court may have possessed personal jurisdiction
over UEG by virtue of the ordinary personal jurisdiction analysis. “A federal
court may exercise personal jurisdiction over a nonresident defendant if (1) the
forum state’s long-arm statute confers personal jurisdiction over that
defendant, and (2) the exercise of personal jurisdiction comports with the Due
Process clause of the Fourteenth Amendment.” McFadin v. Gerber, 

, 759 (5th Cir. 2009). Because the Texas long-arm statute extends as far as
constitutional due process permits, we simply need to determine whether a suit
in Texas is consistent with the Due Process Clause of the Fourteenth
Amendment. Pervasive Software, Inc. v. Lexware GMBH & Co. KG, 

, 220 (5th Cir. 2012).
      Due process requires that a court exercise personal jurisdiction over a
nonresident defendant only where the defendant has “certain minimum
contacts with [the forum state] such that the maintenance of the suit does not
offend traditional notions of fair play and substantial justice.” Int’l Shoe Co. v.
Washington, 

, 316 (1945). The court may assert specific personal
jurisdiction 3 over nonresident defendants whose contacts with the forum state
are singular or sporadic if the cause of action asserted arises out of or is related



3 IEVM does not assert that the court has general personal jurisdiction over UEG; and
therefore, we do not perform a general jurisdiction analysis. The court may have general
jurisdiction over a nonresident defendant where the defendant’s business contacts with the
forum state are continuous and systematic. 

.
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to those contacts. 

; Daimler AG v. Bauman, 134 S.
Ct. 746, 754 (2014). The specific jurisdiction analysis for this circuit has been
stated as follows:
      Specific jurisdiction requires a plaintiff to show that: (1) there
      are sufficient (i.e. not random[,] fortuitous[,] or attenuated)
      pre-litigation connections between the nonresident defendant
      and the forum; (2) the connection has been purposefully
      established by the defendant; and (3) the plaintiff’s cause of
      action arises out of or is related to the defendant’s forum
      contacts. Once the plaintiff makes that showing, the defendant
      can then defeat the exercise of specific jurisdiction by showing
      (4) that it would fail the fairness test, i.e., that the balance of
      interest factors show that the exercise of jurisdiction would be
      unreasonable.

–22 (internal quotation marks and citations
omitted).
      Beginning with the plaintiff’s burden on the first three prongs, we
examine the pre-litigation contacts that UEG purposefully established with
the state of Texas. UEG sent a letter of interest, negotiated with, and sent a
bid to BP’s Houston office, the hub of the BP deal, in an attempt to secure the
BP Pakistan Assets. UEG retained Mueller, a Texas resident, as one of its two
principal contacts on the BP deal. UEG contracted with Texas-based IEVM to
perform consulting work on the BP deal and sent payment to IEVM in Texas.
UEG contracted with the Houston offices of Dewey & LeBoeuf (attorneys),
Degolyer & McNaughton (consultants), and Ernst & Young (accountants) to
advise it on the BP deal. UEG’s Chief Financial Officer travelled to Houston
to sign the deal and to attend a dinner celebration.
      On this bare record, lacking factual development from a hearing, the
question of whether these contacts meet the plaintiff’s prima facie burden of
showing specific personal jurisdiction is a close call. However, the record
sufficiently establishes that given the nature of the relationship between IEVM

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                                   No. 14-20552
and UEG, as well as their joint connection to the BP deal, it was foreseeable
by UEG that the hub of IEVM’s consulting activity would be in Texas. See
Miss. Interstate Exp., Inc. v. Transpo, Inc., 

, 1010 (5th Cir. 1982).
In other words, the performance of IEVM’s consulting work in Texas was not
fortuitous but was purposeful given that Texas was the hub of the BP deal. See

(“The rule developed by this circuit . . . is that when a nonresident
defendant takes purposeful and affirmative action, the effect of which is to
cause business activity, foreseeable by the defendant, in the forum state, such
action by the defendant is considered a minimum contact for jurisdictional
purposes.” (internal quotation marks and citation omitted)). And because the
unifying theme for all of IEVM’s causes of action is the allegation that UEG
never paid IEVM for its initial consultancy on the BP deal, we conclude that
IEVM has met is prima facie burden of establishing that its causes of action
relate to UEG’s contacts with Texas.
      The fair play and substantial justice prong of the due process inquiry
requires the court to consider the burden on the defendant, the forum state’s
interest, the plaintiff’s interest in securing relief, the interest of the interstate
judicial system in the efficient administration of justice, and the shared
interests of the several states in furthering fundamental social policies.

. In an attempt to meet its burden on this prong,
UEG argues that litigation in Texas would be unfair because UEG does not
have an office or employees in Texas, it does not have a significant presence in
Texas, and that the more appropriate forum would be Hong Kong where UEG
is headquartered. These contentions amount to an overall assertion that the
burden of asserting specific jurisdiction would be high for UEG. However,
these circumstances are not unique among defendants for whom the court
would assert specific jurisdiction. All nonresident defendants would have no
office in Texas and would likely contend that the more convenient place for
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                                     No. 14-20552
litigation would be outside of Texas. Without more, we conclude that UEG’s
contentions do not rebut the showing made by IEVM.
      Accordingly, we hold that the district court possessed specific personal
jurisdiction over UEG.
                                 VI. CONCLUSION
      For the foregoing reasons, we AFFIRM IN PART and REVERSE IN
PART the district court’s dismissal of this action. We affirm the dismissal of
Mueller for failure to state a claim; however, we reverse the dismissal of UEG
because the district court has personal jurisdiction over it. We REMAND for
further proceedings consistent with this opinion. 4




4We include within our remand the issue of whether IEVM has effected proper service of
process on UEG. The district court has not yet passed upon this question, and the issue was
not resolved before the filing of this appeal.
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