The Houston [14th] Court of Appeals has dismissed breach of contract and tortious interference claims against a corporate shareholder for breach of contract and tortious interference on TCPA grounds. It further dismissed the entity’s lawsuit against the shareholder’s California lawyer for lack of personal jurisdiction.
Matthew van Steenwyk and Matthew Umhofer v. Applied Technologies Associates, Inc., and ATA Ranches, Inc. (No. 14-24-00068; 14-24-00095; June 17, 2025) arose from a contract dispute between van Steenwyk, a Nevada resident and class-B shareholder of Applied Technologies (ATA), and ATA, a California entity. ATA Ranches (ATAR), a Delware corporation headquartered in California, was a wholly-owned subsidiary of ATA that owned two ranches in California. Umhofer was van Steenwyk’s lawyer in two lawsuits filed against ATA and other ATA shareholders in California. After van Steenwyck sued ATA, ATA and ATAR sued van Steenwyk in Harris Count, alleging that he received ATA’s private and privileged information regarding the sale of ATAR’s ranches and, through Umhofer and in violation of a confidentiality agreement, disclosed the information to two prospective buyers. They further alleged that van Steenwyk violated the shareholder’s agreement in various ways and engaged in civil conspiracy, tortious interference with prospective business relations, and tortious interference with existing contract. Van Steenwyk and Umhofer filed special appearances, as well as a TCPA motion to dismiss the claims for breach of contract, tortious interference, and civil conspiracy. The trial court denied all of those motions. Defendants appealed.
In an opinion by Justice Hart, the court of appeals affirmed in part and reversed in part. Defendants first argued that the trial court erred in denying their special appearances. The confidentiality agreement contained a forum-selection clause specifying that disputes arising out of the agreement must be brought in Harris County. Defendants claimed that the information they used was from the public record and that they were subject to the forum-selection clause. The court, however, concluded that when van Steenwyck signed the confidentiality agreement, he agreed to personal jurisdiction in Harris County. Thje forum selection clause was thus valid and van Steenwyck failed to clearly show a reason for not enforcing it. The trial court didn’t err when it found that it had personal jurisdiction over van Steenwyck. As the shareholders’ agreement, which Plaintiffs allege van Steenwyk likewise breached, it also had a valid and enforceable forum-selection clause specifying Harris County. The trial court didn’t err in denying van Steenwyk’s special appearance on this claim, either.
The court went on to rule that the forum-selection clause applied to Plaintiffs’ civil conspiracy and tortious interference claims as well. Since these claims were based on allegations that van Steenwyk disclosed confidential information in violation of the confidentiality agreement, they were “related” to the agreement. The same went for the shareholders’ agreement, which provided that it applied to an action “based on any right arising out of” the agreement. Defendants’ claim that van Steenwyk infringed on their voting rights under the agreement when he communicated to potential buyers clearly arose out of that agreement. Another round to Plaintiffs.
As to Umhofer, however, the outcome was different. Defendants did not allege that Umhofer acted in his individual capacity or received any independent benefit from representing van Steenwyk in California or otherwise acted outside of the scope of his representation. Consequently, Umhofer could not be dragged into a Texas court based solely on his activities as van Steenwyk’s agent, absent Defendants’ offer of evidence to the contrary. Since there was none, the trial court erred in finding that it had personal jurisdiction over Umhofer.
Turning to the TCPA motion to dismiss, Defendants argued that the TCPA did not apply to their claims because they seek “recovery for misappropriation of trade secrets or corporate opportunities and to enforce a covenant not to compete” and their claims are based on common-law fraud. But, as the court noted, the exemption for trade secrets, corporate opportunities, and covenants not to compete requires an action “arising from an officer-director, employee-employer, or independent contractor relationship” § 27.010(5), CPRC. As a shareholder and possibly a trustee, van Steenwyk didn’t meet the statutory requirement. No TPCA exemption applied. As to the common-law fraud exemption, Plaintiffs didn’t plead the key element of common-law fraud, “an allegation that [van Steenwyck] made a misrepresentation intending to induce [ATA and ATAR] to act upon the misrepresentation or that [they] relief on a misrepresentation by [van Steenwyk].” The exception did not apply here, either.
Van Steenwyk asserted that Plaintiffs sued him in response to his right to petition, i.e. Umhofer’s telephone conversations with the prospective buyers of the California ranches. He argued further that these communications “pertained to the lawsuits and judicial proceedings in California.” Those lawsuits alleged that ATA, its controlling shareholders, and ATAR breached their fiduciary and engaged in self-dealing and that the prospective buyers of the ranches actually contacted Umhofer to get information about the lawsuits. Based on this evidence, the court concluded that Umhofer’s communications with the buyers related directly to or concerned the issues in van Steenwyk’s lawsuits. The burden thus shifted to Plaintiffs to establish by clear and specific evidence a prima facie case for each essential element of their claims.
As to Plaintiffs’ claim that van Steenwyk breached the shareholders’ agreement by trying to “vote” his non-voting shares, the court determined that Plaintiffs didn’t offer any evidence that van Steenwyk actually tried to vote. Instead, he participated in the ranch sales, which the agreement did not prohibit. It also did not prohibit him from objecting to the sale. Plaintiffs thus failed to establish a prima facie case for all elements of the breach of contract claims. As to the breach of the confidentiality agreement, Plaintiffs presented no evidence of damages, nor did they have any evidence supporting a rational inference that some damages “naturally flowed from the complained-of conduct.” They just likewise failed on their breach of contract claim regarding the confidentiality agreement. The same went for the tortious interference claims against Umhofer, who had no contract with Plaintiffs with which to tortiously interfere and, in any event, only represented van Steenwyk and didn’t have any personal interest in the matter. As to the tortious interference with prospective business relationships, Plaintiffs didn’t offer any proof that a prospective buyer abandoned the purchase of the ranches because of van Steenwyk’s communications. Finally, the civil conspiracy theor fell flat because Plaintiffs couldn’t get past the first element: the existence of a conspiracy. Umhofer was van Steenwyk’s lawyer and agent at all relevant times, so there wasn’t anyone with whom van Steenwyk could conspire. The trial court thus erred when it denied van Steenwyk’s TCPA motion to dismiss.
