The Beaumont Court of Appeals has reversed a trial court order denying the special appearance of a South Carolina defendant from a lawsuit arising out of a contract between Texas entities.
Vikor Scientific, LLC v. Kachina Air, Inc., GAO Air, LLC f/k/a GSAIC, LLC, AWMR, LLC, AAW Investments, LLC and Xian Hua “Aaron” Wang (No. 09-24-00103-CV; December 4, 2025) arose from a business deal involving air freight delivery services gone bad. In 2019 Creek Crossing and Vikor entered into an agreement whereby Creek Crossing, a transportation, freight, and logistics broker, offered services to Vikor. At that time Creek Crossing outsourced the actual delivery services to third-parties, but its sole member, Lewis, decided that he could do better acquiring his own certification to operate as an on-demand air charter carrier for hire for compensation or profit (a Part 135 Certificate). Lewis was introduced to Wang, an alleged industry expert, who set up GAI for the purpose of acquiring Kachina Air, contingent on the FAA’s issuing Kachina its pending certificate. In June 2021 Creek Crossing and Kachina executed a JV agreement creating a new company, Radius Flex, to acquire Kachina’s certificate. Creek Crossing would then assign contracts and revenue to Radius Flex “when planes/routes are operational as agreed.” Vikor gave Creek Crossing permission for Radius Flex to make its deliveries. However, according to Creek Crossing, Wang, individually and through his companies, “began to implement a scheme to avoid financial obligations to Radius Flex and coerce a buyout by Creek Crossing on unfair terms.”
Creek Crossing filed suit against Kachina and Wang’s companies, which counterclaimed in Montgomery County. The trial court ordered an accounting, which showed that Vikor accounted for 70% of Creek Crossing’s sales. But Vikor had yet to be invoiced for any packages received by Radius Flex because, according to Lewis, the packages were transported at no charge while he was developing Radius Flex logistics services. Kachina et al. amended their pleadings to add Vikor as a third-party defendant, asserting civil conspiracy, money had and received, quantum meruit, and unjust enrichment. Vikor filed a special appearance, asserting that it was domiciled in South Carolina and does not maintain sufficient contacts in Texas for personal jurisdiction purposes. The trial court denied the special appearance. Vikor sought interlocutory relief.
In an opinion by Justice Chambers, the court of appeals reversed and dismissed Vikor from the case. First, Kachina et al. argued that Texas had general jurisdiction over Vikor because Vikor had “substantial, continuous corporate operations in Texas.” They based this argument on Vikor’s marketing, business, and website activities, the fact that 11% of Vikor’s accounts were located in Texas, and 70% of Creek Crossing’s revenue came from Vikor. The court disagreed. Vikor was neither formed nor had its principal place of business in Texas, 89% of its business was conducted elsewhere, and Creek Crossing’s revenue from Vikor’s contract had nothing to do with Vikor’s contacts with Texas. Just because an out-of-state entity does business in a lot of places, the court observed, doesn’t mean it is “at home” in all of them.
Turning to specific jurisdiction, the court conducted a purposeful availment analysis. Vikor argued that Kachina’s claims arose from a joint venture agreement to which Vikor was not a party, not to any alleged activities in Texas. Kachina countered that Vikor purposefully availed itself of jurisdiction in Texas by performing lab diagnostic services for 1,000 medical providers in Texas, marketing and soliciting business from Texas accounts, hiring and maintaining 28 employees in Texas, receiving lab samples from Texas, maintaining website with a customer portal, and concluding a contractual agreement with a Texas company for freight services. Kachina argued further than the 28 Vikor employees in Texas created a substantial connection to the operative facts of the litigation, Vikor’s contractual relationship with Creek Crossing.
The court didn’t buy Kachina’s argument, primarily because Creek Crossing’s assignment of its Vikor contract was a unilateral activity of third parties, Creek Crossing and Kachina, “which is insufficient to quality as purposeful availment.” To the extent Vikor had sales reps in Texas, those employees had nothing to do with the joint venture, either. At most, Vikor passively acquiesced in Creek Crossing’s deal with Kachina. Even so, the court went on, Kachina’s claims for civil conspiracy, money had and received, quantum meruit, and unjust enrichment arose from the joint venture agreement, not out of Vikor’s services contract with Kachina. The fact that Vikor may have received free shipping of packages via the joint venture agreement was beside the point. As to the 28 Vikor employees, the court observed that fewer than 5% of the company’s employees worked in Texas, all of whom carried on purposeful contacts with medical providers to explain Vikor’s services. But, as the court observed, “the heart of the controversy is the uncompensated use of Kachina’s airplanes to make deliveries to Vikor pursuant to the JVA between Creek Crossing and Kachina Air … not about the marketing efforts of Vikor’s sales force in physicians’ offices in Texas.” Kachina unsuccessfully asserted that Vikor wouldn’t need a services agreement with Creek Crossing “but-for” the efforts of its employees, but the court brushed this aside as “too broad and judicially unmoored to satisfy due-process concerns” (citing Moki Mac). The court thus reversed the trial court and dismissed Kachina’s claims against Vikor for lack of personal jurisdiction.
