The opinion
TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN
NO. 03-24-00688-CV
CFT Clear Finance Technology Corp. d/b/a Clearco d/b/a Clearbanc, Appellant
v.
8Fig, Inc., Appellee
FROM THE 53RD DISTRICT COURT OF TRAVIS COUNTY
NO. D-1-GN-24-000252, THE HONORABLE MADELEINE CONNOR, JUDGE PRESIDING
ME MO RAN DU M O PI N I O N
8Fig, Inc., a finance technology company headquartered in Austin, sued CFT Clear
Finance Technology Corp. d/b/a/ Clearco d/b/a Clearbanc (“Clearco”) for conversion. The suit
grew out of a dispute concerning both entities’ separate purchases of certain future accounts
receivable from Anywhere Bikes, LLC (“AWB”).1 Clearco, a company organized under the laws
of British Columbia, Canada, filed a special appearance pursuant to Rule 120a of the Texas Rules
of Civil Procedure seeking to dismiss 8Fig’s claim against it for want of personal jurisdiction.
The trial court denied Clearco’s special appearance, following which Clearco perfected this
interlocutory appeal. Concluding that the trial court lacked personal jurisdiction over Clearco, we
will reverse the trial court’s order and remand the case to that court with instructions to dismiss
8Fig’s action against Clearco.
1
AWB was also named as a defendant in 8Fig’s suit.
FACTUAL AND PROCEDURAL BACKGROUND
Clearco is an entity organized under the laws of British Columbia, Canada.
Clearco’s website lists its address as 33 Yonge St., Suite 1302, Toronto, Ontario. Clearco
provides funds to e-commerce businesses like AWB to pay their invoices and receipts. In turn,
the businesses pay Clearco from their future receivables. 8Fig has a similar business model.
Both Clearco and 8Fig entered into contracts with AWB, which is headquartered in
Michigan. Under Clearco’s contract with AWB, Clearco automatically withdrew funds, via ACH,
from AWB’s bank account with Macatawa Bank, located in Michigan, to facilitate the payment of
amounts owed to Clearco. According to Clearco, AWB defaulted under the Clearco contracts in
March 2023, when its automatic payments to Clearco stopped clearing. Clearco filed a UCC-1
Financing Statement with the Michigan Department of State in June 2023.
8Fig’s contract with AWB also provided for ACH withdrawals to pay amounts
owed to 8Fig. In its petition, 8Fig alleged that AWB had likewise defaulted under the terms of its
contract with 8Fig in March 2023. 8Fig had previously filed a UCC-1 Financing Statement in
Michigan. A dispute arose between Clearco and 8Fig regarding competing contractual rights to a
portion of AWB’s future receivables. In January 2024 8Fig filed suit against AWB and Clearco,
asserting against Clearco a cause of action for conversion.
In attempting to demonstrate that the court had personal jurisdiction over Clearco,
8Fig’s petition alleged that
[Clearco] is a foreign entity organized under the laws of British Columbia, Canada.
Upon information and belief, because Clearco’s chief operating officer resides and
works primarily from Austin, Texas, Clearco’s principal place of business based on
the “nerve center” test cannot be readily determined. However, Clearco’s principal
place of business may well be located in Austin, Texas.
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8Fig’s petition also contained allegations, discussed further below, that Clearco maintained such
“continuous and systematic contacts with Texas” as to support personal jurisdiction in Texas.
Clearco’s special appearance asserted that the court lacked personal jurisdiction
over it. Both Clearco’s special appearance and 8Fig’s response in opposition to it were
accompanied by affidavits and documentary evidence. See Tex. R. Civ. P. 120a(3) (“The court
shall determine the special appearance on the basis of the pleadings, any stipulations made by
and between the parties, such affidavits and attachments as may be filed by the parties, the results
of discovery processes, and any oral testimony.”). Following a non-evidentiary hearing, the trial
court denied Clearco’s special appearance. The court did not file findings of fact and conclusions
of law. Clearco perfected this interlocutory appeal.
DISCUSSION
Personal-Jurisdiction Review Standard
“The Texas long arm statute provides for personal jurisdiction that extends to the
limits of the United States Constitution, and so federal due process requirements shape the contours
of Texas courts’ jurisdictional reach.” Searcy v. Parex Res., Inc., 496 S.W.3d 58, 66 (Tex. 2016);
see also Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009);
Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 575 (Tex. 2007). The United States
Supreme Court has set forth the limits that due process allows: “[A] tribunal’s authority depends
on the defendant’s having such ‘contacts’ with the forum State that ‘the maintenance of the suit’ is
‘reasonable, in the context of our federal system of government,’ and ‘does not offend traditional
notions of fair play and substantial justice.’” Ford Motor Co. v. Montana Eighth Jud. Dist. Ct.,
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592 U.S. 351, 358 (2021) (quoting International Shoe Co. v. Washington, 326 U.S. 310, 316–17
(1945)).
In several recent opinions, the Texas Supreme Court has set forth the framework
for determining whether a Texas court has personal jurisdiction over a defendant that is or claims
to be a nonresident. For the sake of simplicity, we quote at length from one of those opinions:
Whether a trial court has personal jurisdiction over a nonresident defendant
is a question of law that we review de novo. When . . . the trial court did not issue
findings of fact and conclusions of law, all relevant facts that are necessary to
support the judgment and supported by evidence are implied. When jurisdictional
facts are undisputed, whether those facts establish jurisdiction is a question of
law. . . .
Texas courts may exercise personal jurisdiction over a nonresident if (1) the
Texas long-arm statute authorizes the exercise of jurisdiction, and (2) the exercise
of jurisdiction is consistent with federal and state constitutional due-process
guarantees. . . .
To establish personal jurisdiction over a nonresident, federal due process
requires that the nonresident must have 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. A defendant establishes minimum contacts with a
state when it purposefully avails itself of the privilege of conducting activities
within the forum state, thus invoking the benefits and protections of its laws.
Thus, the defendant’s activities must justify a conclusion that the defendant could
reasonably anticipate being called into a Texas court. We consider three factors in
determining whether a defendant purposefully availed itself of the privilege of
conducting activities in Texas:
First, only the defendant’s contacts with the forum are relevant, not
the unilateral activity of another party or a third person. Second,
the contacts relied upon must be purposeful rather than random,
fortuitous, or attenuated . . . . Finally, the defendant must seek some
benefit, advantage or profit by availing itself of the jurisdiction.
A defendant’s contacts may give rise to general or specific jurisdiction. General
jurisdiction is established by continuous and systematic contacts with a state, while
specific jurisdiction exists when the cause of action arises from or is related to a
defendant’s purposeful activities in the state. For a Texas court to exercise specific
jurisdiction over a defendant, (1) the defendant’s contact with Texas must be
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purposeful, and (2) the cause of action must arise from those contacts. Thus, when
analyzing specific jurisdiction, we focus on the relationship between the forum, the
defendant, and the litigation.
In a challenge to personal jurisdiction, the plaintiff and the defendant bear
shifting burdens of proof. The plaintiff bears the initial burden to plead sufficient
allegations to bring the nonresident defendant within the reach of Texas’s long-arm
statute. Once it has done so, the burden shifts to the defendant to negate all bases
of personal jurisdiction alleged by the plaintiff. One way the defendant can meet
this burden to negate jurisdiction is by showing that even if the plaintiff’s alleged
facts are true, the evidence is legally insufficient to establish jurisdiction or that the
defendant’s contacts with Texas fall short of purposeful availment.
Old Republic Nat’l Title Ins. Co. v. Bell, 549 S.W.3d 550, 558–59 (Tex. 2018) (citations and
internal quotation marks omitted); see also State v. Volkswagen Aktiengesellschaft, 669 S.W.3d
399, 412–14 (Tex. 2023); Luciano v. SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 7–9 (Tex.
2021); Searcy, 496 S.W.3d at 66–72; Cornerstone Healthcare Grp. Holding, Inc. v. Nautic Mgmt.
VI, L.P., 493 S.W.3d 65, 70–71 (Tex. 2016); TV Azteca v. Ruiz, 490 S.W.3d 29, 36–38 (Tex. 2016).
In the present case, 8Fig pleaded both specific and general jurisdiction as bases for
the trial court’s personal jurisdiction.
1. Specific Jurisdiction
The Texas Supreme Court has recently summarized federal constitutional law
relating to specific jurisdiction:
Courts can exert specific jurisdiction over a nonresident defendant when (1) the
defendant engages in ‘some act by which [it] purposefully avails itself of the
privilege of conducting activities within the forum [s]tate’ and (2) the plaintiff’s
claims ‘arise out of or relate to’ those forum contacts. This kind of personal
jurisdiction involves a ‘claim-by-claim’ analysis that focuses on the relationship
between the defendant, the forum state, and the operative facts of the litigation.
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Volkswagen Aktiengesellschaft, 669 S.W.3d at 412–13 (quoting Ford Motor Co., 592 U.S. at 359
and Moncrief Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 (Tex. 2013)) (alteration in
original). “A special appearance must be granted when [the] connection [between the “defendant’s
forum contacts . . . and the operative facts of the litigation”] is “too attenuated to satisfy specific
jurisdiction’s due-process concerns.” In re Christianson Air Conditioning & Plumbing, LLC,
639 S.W.3d 671, 679 (Tex. 2022) (orig. proceeding); cf. BRP-Rotax GmbH & Co. KG v. Shaik,
No. 23-0756, 2025 WL 1727903, at *1 (Tex. June 20, 2025); Hyundam Indus. Co., Ltd. v. Swacina,
No. 24-0207, 2025 WL 1717010, at *1 (Tex. June 20, 2025).
As to the first element of the specific-jurisdiction test—whether Clearco had
purposefully availed itself of the privilege of conducting activities in Texas—8Fig argues that
Clearco’s interactive website satisfies this requirement. As to the second element of that test—
whether 8Fig’s claims “arise out of or relate to” Clearco’s contacts with Texas—8Fig argues
that the fact that its injury was suffered in Texas, where its headquarters are located, satisfies
this requirement.
We address the “arise out of or relate to” element of the test. The facts related to
the issue of whether 8Fig’s claim against Clearco arose from or was related to Clearco’s activities
in Texas are undisputed. Accordingly, we treat this issue as a question of law. See Old Republic,
549 S.W.3d at 558. 8Fig’s sole argument as to this element of the specific-jurisdiction test is that
its cause of action arose from or was related to Clearco’s activities in Texas because its financial
harm was felt at its headquarters in Austin. But numerous courts have held that is not sufficient.
Most notable regarding this issue is the United States Supreme Court’s opinion in
Walden v. Fiore, 571 U.S. 277 (2014). In that case, a Georgia police officer working at an Atlanta
airport searched—and seized money from—two Nevada residents before they left on a flight to
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Las Vegas. The victims of the search later sued the officer in Nevada, arguing that their alleged
injury (their inability to use the seized money) occurred in Nevada where they lived, thus
supporting specific jurisdiction in Nevada. The Supreme Court rejected this argument:
Calder [v. Jones, 465 U.S. 783 (1984),] made clear that mere injury to a
forum resident is not a sufficient connection to the forum. Regardless of where a
plaintiff lives or works, an injury is jurisdictionally relevant only insofar as it shows
that the defendant has formed a contact with the forum State. The proper question
is not where the plaintiff experienced a particular injury or effect but whether the
defendant’s conduct connects him to the forum in a meaningful way.
. . . . Unlike the broad publication of the forum-focused story in Calder, the
effects of [the Georgia officer’s] conduct on [the Nevada residents] are not
connected to the forum State in a way that makes those effects a proper basis for
jurisdiction.
Id. at 290. The Texas Supreme Court has recognized and adopted this view. See TV Azteca,
490 S.W.3d at 42.
8Fig’s injury-in-Texas argument is unavailing. The relationship between Clearco’s
activities in Texas and 8Fig’s claim against Clearco is too attenuated to support specific
jurisdiction. We hold that 8Fig’s claim against Clearco did not “arise out of or relate to” Clearco’s
contacts with the State of Texas. In light of that holding, we need not address the other element of
the specific-jurisdiction test, i.e., whether Clearco had engaged in acts by which it purposefully
availed itself of the privilege of conducting activities within the state. See id. (“For specific-
jurisdiction purposes, purposeful availment has no jurisdictional relevance unless the defendant’s
liability arises from or relates to the forum contacts.” (quoting Moki Mac River Expeditions v.
Drugg, 221 S.W.3d 569, 579 (Tex.2007)).
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2. General jurisdiction
There are three ways a plaintiff can show general jurisdiction over a foreign
corporate defendant. The first two are the most common and significant: “With respect to a
corporation, the place of incorporation and principal place of business are ‘paradig[m] . . . bases
for general jurisdiction.’” Daimler AG v. Bauman, 571 U.S. 117, 137 (2014) (quoting Goodyear
Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 924 (2011)). A third way, far less common
and more demanding, is to show that the corporation’s activities in the forum state are so extensive
that it is “essentially at home” in that state:
Goodyear and Daimler clarified that “[a] court may assert general jurisdiction over
foreign (sister-state or foreign-country) corporations to hear any and all claims
against them when their affiliations with the State are so ‘continuous and
systematic’ as to render them essentially at home in the forum State.” Daimler,
571 U.S. at 127. The “paradigm” forums in which a corporate defendant is “at
home,” we explained, are the corporation’s place of incorporation and its principal
place of business. Daimler, 571 U.S. at 137; Goodyear, 564 U.S. at 924. The
exercise of general jurisdiction is not limited to these forums; in an “exceptional
case,” a corporate defendant’s operations in another forum “may be so substantial
and of such a nature as to render the corporation at home in that State.” Daimler,
571 U.S., at 139, n.19.
BNSF Ry. Co. v. Tyrrell, 581 U.S. 402, 413 (2017).
(A) Clearco’s Place of Incorporation
In its petition, 8Fig did not deny that Clearco was incorporated in Ontario, Canada.
Accordingly, that avenue is not available to show general jurisdiction in Texas.
(B) Clearco’s Principal Place of Business
As noted above, the Texas Supreme Court has explained that the plaintiff and
defendant bear shifting burdens of proof in a challenge to personal jurisdiction: “The plaintiff
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bears the initial burden to plead sufficient allegations to bring the nonresident defendant within the
reach of Texas’s long-arm statute. Once it has done so, the burden shifts to the defendant to negate
all bases of personal jurisdiction alleged by the plaintiff.” Old Republic, 549 S.W.3d at 559.
But to satisfy that initial pleading burden, the plaintiff’s pleading must affirmatively
allege jurisdictional facts. If it does not, the burden does not shift to the defendant. See, e.g.,
Borunda v. Free & Sovereign State of Chihuahua, 658 S.W.3d 850, 862 (Tex. App.—El Paso 2022,
no pet.); Tenace v. Thurman Health Holdings, LLC, No. 09-21-00199-CV, 2022 WL 2719478,
at *6 (Tex. App.—Beaumont July 14, 2022, no pet.) (mem. op.).
As quoted above, 8Fig’s petition alleged that
[Clearco] is a foreign entity organized under the laws of British Columbia, Canada.
Upon information and belief, because Clearco’s chief operating officer resides and
works primarily from Austin, Texas, Clearco’s principal place of business based on
the “nerve center” test cannot be readily determined. However, Clearco’s principal
place of business may well be located in Austin, Texas.
This pleading, however, does not constitute an affirmative allegation that Clearco’s principal place
of business is in Texas. An allegation that the foreign defendant’s principal place of business might
be in Texas is simply not sufficient. Accordingly, the sworn statement by a Clearco representative
that its principal place of business is in Toronto, Ontario, Canada was enough to defeat “principal
place of business” as an avenue for 8Fig to show that Clearco was subject to personal jurisdiction
in Texas.
(C) “Essentially at Home” in Texas
As stated above, even in the absence of place-of-incorporation or principal-place-
of-business as a basis for personal jurisdiction, “[a] court may assert general jurisdiction over
foreign (sister-state or foreign-country) corporations to hear any and all claims against them when
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their affiliations with the State are so ‘continuous and systematic’ as to render them essentially at
home in the forum State.” BNSF Ry., 581 U.S. at 413 (quoting Daimler, 571 U.S. at 127). The
United States Supreme Court has said that it would take an “exceptional case” to meet this test.
See Daimler, 571 U.S. at 139 n.19. The Texas Supreme Court has emphasized that the test presents
a “high bar.” See Searcy v. Parex Res., Inc., 496 S.W.3d 58, 72 (Tex. 2016). The Fifth Circuit
has stated that “[e]stablishing general jurisdiction is ‘difficult’ and requires ‘extensive contacts
between a defendant and a forum.’” Sangha v. Navig8 ShipManagement Priv. Ltd., 882 F.3d 96,
101–02 (5th Cir. 2018) (quoting Johnston v. Multidata Sys. Int’l Corp., 523 F.3d 602, 609
(5th Cir. 2008)).
8Fig argues that five activities by Clearco show that it is “essentially at home” in
Texas: (1) Clearco’s Chief Operating Officer lives in Austin; (2) Clearco partnered with a Texas
company called Cart.com; (3) Clearco has at least one employee and one independent contractor
working from home offices in Texas; (4) Clearco has multiple Texas customers; and (5) Clearco
has an interactive website used by Texas customers. We will review each of these.
Under the first item on this list, 8Fig presented evidence that Clearco’s Chief
Operating Officer, Olivier Grinda, lives in Austin. Clearco responded with undisputed evidence
that Grinda lives in Texas for approximately seven months out of the year and typically travels to
Clearco’s Toronto office every three weeks, that he is one of 14 Clearco senior-level managers,
and that Clearco has no other employees who live in Texas. Grinda’s part-time presence in Texas
is thus a weak reed to support a conclusion that Clearco is “essentially at home” in Texas. See,
e.g., Cushman & Wakefield U.S., Inc. v. Sharestates Invs., LLC, No. 14-22-00155-CV, 2023 WL
4782756, *7 (Tex. App.—Houston [14th Dist.] June 27, 2023, no pet.) (mem. op.) (reversing trial
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court’s denial of special appearance even though two of foreign corporation’s officers, including
chief operating officer, lived in Texas).
With regard to Clearco’s alleged partnership with Cart.com, federal courts have
held that “[c]onducting business with a resident corporation does not make [an entity] subject to
general jurisdiction in the state of Texas.” AssetWorks USA, Inc. v. Battelle Mem’l Inst., No. 1:23-
CV-731-RP, 2023 WL 7106878, at *2 (W.D. Tex. Oct. 23, 2023); see also Desirous Parties
Unlimited, Inc. v. Right Connection, Inc., No. CV H-21-0470, 2021 WL 2779313, at *5 (S.D.
Tex. July 2, 2021) (“[E]ntering into a contract with a Texas resident and selling services to Texas
customers is not enough to establish general jurisdiction.”).
Likewise, 8Fig’s evidence that Clearco has “at least one employee and one
independent contractor working from home offices in Texas” does not add any additional weight to
its argument that Clearco is “essentially at home” in Texas.
With regard to 8Fig’s assertion that Clearco has “multiple Texas customers,” we
have already noted above that “selling services to Texas customers is not enough to establish general
jurisdiction.” Desirous, 2021 WL 2779313, at *5. In addition, Clearco presented undisputed
evidence that its Texas customers amounted to less than 5% of its global revenue in the last year
and a half.
Finally, a nonresident corporation’s having an interactive website is, under the
evidence presented here, wholly insufficient to support general jurisdiction: “[I]f operating [an
interactive] website were enough to subject [a nonresident company] to general jurisdiction in
Texas, it would also be enough to render [that company] ‘essentially at home’ in every forum.
Federal courts do not accept this reasoning.” Id.
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8Fig places substantial reliance on Perkins v. Benguet Consolidated Mining Co.,
342 U.S. 437 (1952). There, the United States Supreme Court affirmed an Ohio court’s exercise
of personal jurisdiction over a nonresident corporation where the foreign defendant had ceased its
operations in the Philippines during World War II and temporarily relocated its offices and files to
Ohio. Perkins, however, was truly an exceptional case, and the present case does not rise anywhere
near that level.
Under the applicable standard of review, we hold that the evidence presented by
8Fig, even considered together, is legally insufficient to support an implied finding that Clearco’s
contacts with Texas are so substantial, continuous, and systematic as to render it “essentially at
home” in the state. This is not the type of “exceptional case” envisioned by the United States
Supreme Court. See BNSF Ry. Co., 581 U.S. at 413.
Rendition or Remand?
In its brief to this Court, 8Fig asks, in the alternative, that we “remand this matter
to the Trial Court so that 8Fig may obtain leave to conduct jurisdictional discovery.” The Texas
Rules of Appellate Procedure, however, require us to render the judgment that the trial court
should have rendered unless “the interests of justice require a remand for another trial.” Tex. R.
App. P. 43.3.
In the trial court, 8Fig asked the court to “continue the hearing on Clearco’s Special
Appearance and grant 8Fig leave to conduct jurisdictional discovery.” Indeed, a substantial portion
of the hearing was devoted to 8Fig’s request for a continuance.
By proceeding with the hearing, the trial court implicitly overruled the continuance
part of 8Fig’s request. See 1001 W. Loop LP v. Boxer Prop. Mgmt. Corp., No. 14-23-00120-CV,
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2024 WL 3271713, at *6 (Tex. App.—Houston [14th Dist.] July 2, 2024, no pet.) (mem. op.)
(“[T]he trial court implicitly denied appellants’ motion for continuance when it proceeded with
the hearing on [appellee’s] motion . . ..”). 8Fig has not, however, claimed in this Court that the
trial court abused its discretion by doing so.
With respect to 8Fig’s request that the trial court grant leave to conduct
jurisdictional discovery, the court’s decision to proceed with the special-appearance hearing was
not an implicit overruling of that request. The trial court simply took Clearco’s special appearance
under advisement without addressing 8Fig’s request for jurisdictional discovery. 8Fig did not
obtain a ruling on its discovery request at the conclusion of the hearing or at any other time.
We do not believe that the trial court’s eventual denial of Clearco’s special appearance constituted
an implicit overruling of 8Fig’s request for jurisdictional discovery. Even if it could be so
considered, however, 8Fig does not complain in this Court that the trial court abused its discretion
by doing so.
Moreover, the Texas Supreme Court has held that “the [jurisdictional] discovery
must target evidence that would make a disputed fact ‘of consequence in determining’ the
jurisdictional issue ‘more or less probable.’” In re Christianson, 639 S.W.3d at 676. Although
discovery is governed by state law, we note that federal courts have held that a party seeking
jurisdictional discovery “must make clear which ‘specific facts’ he expects discovery to find. We
will not authorize ‘a jurisdictional fishing expedition’ based on a plaintiff’s general averments
that more discovery will prove our jurisdiction.” Johnson v. TheHuffingtonPost.com, Inc., 21 F.4th
314, 326 (5th Cir. 2021). 8Fig has not demonstrated that allowing jurisdictional discovery would
be “likely to produce the facts needed to withstand” dismissal. Id. (quoting Davila v. United States,
713 F.3d 248, 264 (5th Cir. 2013)).
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Under the circumstances presented here, we conclude that 8Fig has not shown that
the interests of justice require a remand for jurisdictional discovery. Cf. FedEx Corp. v. Contreras,
No. 04-19-00757-CV, 2020 WL 4808721, at *9 (Tex. App.—San Antonio Aug. 19, 2020, no pet.)
(mem. op.).
CONCLUSION
Having concluded that the evidence is legally insufficient to support specific or
general jurisdiction, including an implied finding that Clearco’s contacts with Texas are so
continuous and systematic as to render it “essentially at home” in the state, we reverse the trial
court’s order overruling Clearco’s special appearance and remand the case to that court with
instructions to dismiss 8Fig’s action against Clearco.
__________________________________________
J. Woodfin Jones, Justice
Before Chief Justice Byrne, Justices Ellis and Jones*
Reversed and Remanded
Filed: July 2, 2025
*Before J. Woodfin Jones, Chief Justice (Retired), Third Court of Appeals, sitting by assignment.
See Tex. Gov’t Code § 74.003(b).
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