Stull v. LaPlant
Dallas Court of Appeals, No. 05-13-00190-CV (August 28, 2013)
Justices Francis, Evans (Opinion), and Richter
The fiduciary shield doctrine generally prevents courts from exercising personal jurisdiction over a corporate agent whose only contacts with the state resulted from the agent’s work on behalf of its principal. The plaintiff in this case urged that the fiduciary shield doctrine does not apply to the exercise of specific jurisdiction, in which the corporate agent’s contacts with the state give rise to the very claims asserted. The Dallas Court of Appeals rejected this argument and affirmed the defendants’ special appearance.

Plaintiffs Julie Stull and JMJ Productions hired RSP Talent to provide an “Official Penthouse Super Party” in Dallas on the weekend of Super Bowl XLV. Defendants Greg LaPlant and Chris Kolaskos were executives of RSP and were involved in planning the party. Plaintiffs later sued RSP, LaPlant, Kolaskos, and others for breaching the parties’ contract. LaPlant and Kolaskos filed a special appearance based on the fiduciary shield doctrine, asserting they had no connection to Texas except their activities on behalf of RSP. The trial court granted the special appearance.

The Plaintiffs, relying on cases that discuss a “tort exception” to the fiduciary shield doctrine, contended the fiduciary shield doctrine does not apply in a specific-jurisdiction analysis. The Court of Appeals acknowledged the “tort exception” but explained that it applies only when an agent is sued for committing a tort while conducting the business of his employer. This exception is consistent with liability principles, as corporate agents can be held liable for their own torts, but not for the contractual obligations of their principles. Although some judicial opinions that discuss the “tort exception” contain broad statements in dicta about specific jurisdiction, the court was unable to find any case in which the fiduciary shield doctrine was deemed inapplicable solely because the plaintiff alleged specific jurisdiction.

The court concluded that, regardless of the jurisdictional theory, attribution of contacts for jurisdictional purposes must be consistent with liability principles. Thus, an agent who is not accused of committing a tort, and whose contacts with the state arise solely from his efforts on behalf of his principal in connection with a contract, is protected by the fiduciary shield doctrine. The court concluded the record in this case established that LaPlant and Kolaskos’s contacts with Texas resulted solely from their acts on behalf of RSP in executing and performing its contract, and therefore the trial court lacked personal jurisdiction over them.