Billingsley Parts & Equip., Inc. v. Vose

Billingsley Parts & Equip., Inc. v. Vose, 881 S.W.2d 165 (Tex. App.--Houston 1st Dist. 1994, writ denied) involved a lawsuit filed by a Texas corporation, Billingsley Parts and Equipment ("Billingsley"), against a former sales representative. Vose placed a phone call from Illinois to Billingsley's Texas office to inquire about a certain product sold by Billingsley. Id. Subsequently, Billingsley sent a sales manager from Texas to Illinois to meet with Vose and show her their product. Id. At that meeting, the sales manager and Vose discussed the possibility of Vose becoming an Illinois sales representative for Billingsley. Id. Shortly thereafter, Billingsley mailed an employment contract to Vose in Illinois. Id. Vose signed it and mailed it back to Texas, where it was signed by Billingsley's president. Id. The employment contract: (1) contained a Texas choice-of-law provision; (2) stated that all obligations of the parties "are performable" in Texas; (3) prohibited Vose from soliciting any of Billingsley's customers for two years after leaving Billingsley. Id. During her tenure with Billingsley, Vose placed orders by mail and by telephone calls to Billingsley's Texas office and was paid commissions by checks drawn on a Texas bank. Id. She did not go to Texas or make any sales in Texas. Id. Less than a year after signing the employment contract, Vose resigned and started her own business. Id. at 168. Billingsley sued Vose in Texas. Id. The trial court sustained Vose's objection to personal jurisdiction and dismissed the lawsuit. Id. On appeal, Billingsley argued: (1) "Vose purposely sought to profit from a transaction consummated in Texas"; (2) "by virtue of the contract, Vose had a substantial economic relationship with Texas"; (3) "Vose had fair warning that she might be subject to suit in Texas because she initiated the contact with the Texas company." Id. The court of appeals reversed. Id. The court of appeals stated in part "Vose's only contacts with Texas were those related to the contract under litigation" and "if Texas has jurisdiction over Vose, it is under the concept of specific jurisdiction, because this cause of action arises from Vose's contract of employment with Billingsley." Id. at 169. The court of appeals concluded Vose's contacts were sufficient to give Texas courts specific jurisdiction over her because: (1) Vose made the initial contact with the Texas company; (2) Vose signed and mailed a written contract to Texas to be executed in Texas; (3) the contract provided that it was to be governed by Texas law and was performable in Texas; (4) Vose sent orders to Texas and received and cashed checks drawn on a Texas bank. Id. at 169-70.