Texas Business Court Decision – July 21, 2026
No. 26-BC01B-0025 CWK Management, Inc., etc., et al v. Deno Maggi, et al (First Division, Judge Whitehill) 2026 Tex. Bus. 48
Specific Jurisdiction.
Background. CWK Management and Vincent Carfora sued Deno Maggi, Terrall Hill, Bill Poland, Texas Express Wash, BWE II, and others over a 2025 transaction in which BWE II sold its car wash business to a new entity, Texas Express Wash (called NewCo in the opinion), an entity indirectly owned by Maggi and Hill through defendant Texas Wash Holdings (HoldCo). Plaintiffs alleged the sale was a sweetheart deal for less than the value of BWE II and violated a provision of the parties’ LLC Agreement by cutting CWK and plaintiff CWKCWE out of the upside they held in BWE II’s business. Plaintiffs sued for breach of contract and breach of fiduciary duties, among other counts.
Defendant Poland served as BWE II’s manager, and he filed a verified special appearance, challenging personal jurisdiction. Plaintiffs asserted only specific jurisdiction, alleging Poland “concocted” and “orchestrated” the deal alongside Maggi and Hill and personally participated in conduct occurring in Texas. The matter comes before the Court on the verified special appearance.
Issue: Whether the court could exercise personal jurisdiction over Poland where plaintiffs did not seek to pierce the corporate veil and did not allege that Poland personally committed any tortious act in Texas independent of his role as BWE II’s manager. Held: NO
Discussion: The court grants Poland’s special appearance and dismisses all claims against him without prejudice.
Applying the “operative facts” test from Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007), plaintiffs’ allegations that Poland “concocted” or “orchestrated” the transaction with Maggi and Hill constituted impermissible group pleading, and the allegations were conclusory and insufficient to carry plaintiffs’ jurisdictional burden. Poland testified without contradiction that his only dealings with plaintiffs were in his capacity as BWE II’s manager, and plaintiffs identified no personal tortious conduct – no fraudulent statements, breach of a personal duty, trade secret theft, or conversion – attributable to Poland individually. The court emphasizes that BWE II’s conduct cannot be imputed to Poland absent veil-piercing, and that an agent negotiating for a principal does not subject himself to jurisdiction. Poland thus negated the pled allegations against him by showing that he was a California resident and his involvement in the disputed transaction was only as BWE II’s manager.
The court distinguishes Cornerstone Healthcare Grp. Holding, Inc. v. Nautic Mgmt. VI, L.P., 493 S.W.3d 65 (Tex. 2016), where the specially appearing financial funds were personally accused of creating a Texas-based entity and funding the transaction; here, Poland did not form defendants NewCo and HoldCo, nor did he supplied the car wash assets sold to NewCo. A 2023 Texas meeting involving Poland was deemed unpersuasive as to jurisdiction because it concerned a different, unconsummated transaction. Finally, the court denies plaintiffs’ request for jurisdictional discovery, noting the parties’ agreed discovery plan had already afforded plaintiffs that opportunity.