Torson v. Hyundai Oilbank Co. Ltd.
OPINION AND ORDER GRANTING MOTION TO DISMISS AS TO PERSONAL JURISDICTION re: The motion by Defendant Hyundai Oilbank Company Ltd, doing business as Hyundai Oil Houston Office Company, to dismiss is GRANTED. Dkt 20. The motion by Plaintiff Robert Torson for leave to file a surreply is DENIED AS MOOT. Dkt 27. The claims asserted against Hyundai by Plaintiff Robert Torson are DISMISSED WITHOUT PREJUDICE.(Signed by Judge Charles Eskridge) Parties notified.(jengonzalez, 4)
Case 4:21-cv-00778 Document 29 Filed on 01/07/22 in TXSD Page 1 of 7
United States District Court
Southern District of Texas
January 07, 2022
Nathan Ochsner, Clerk
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
CO LTD d/b/a
§ CIVIL ACTION NO.
§ JUDGE CHARLES ESKRIDGE
OPINION AND ORDER GRANTING
MOTION TO DISMISS AS TO PERSONAL JURISDICTION
The motion to dismiss by Defendant Hyundai Oilbank
Company Ltd, doing business as Hyundai Oil Houston
Office Company, is granted. Dkt 20.
Defendant Hyundai Oilbank Company is a private oil
refining company based in South Korea. It has thirty-six
locations in South Korea and approximately two thousand
employees, most of whom are also located in South Korea.
Dkt 20 at 8.
The company opened a small office in Houston, Texas
in 2019. The office is staffed by a single employee, KwangHwan Han. It’s registration with the Texas Secretary of
State provides that it’s a “foreign” corporation “incorporated under the laws of” South Korea with its “principal
office” in South Korea. The Houston office acts as a market
Case 4:21-cv-00778 Document 29 Filed on 01/07/22 in TXSD Page 2 of 7
researcher and liaison to the US energy industry. Ibid; see
also Dkt 20-1 at 6 (Han declaration).
Plaintiff Robert Torson is a minority shareholder of
Hyundai, owning a total of 2.9 million shares. Dkt 1 at
¶¶ 6, 15. The fair market value of those shares can’t be
readily determined because Hyundai isn’t publicly traded.
Torson has thus demanded that Hyundai provide him with
details of recent trades, sales, transactions, and redemptions of its stock so that he can determine the fair market
value of his own shares. Torson has also demanded that
Hyundai recognize him on its stock ledger as a
“shareholder in due course.” Hyundai hasn’t complied with
these demands. Id at ¶ 7–9.
Torson brought this action and asserts a claim for
conversion. He also seeks a declaratory judgment ordering
Hyundai to provide him with the requested stock
information, that his shares be recognized as founder’s
shares, and that he be recognized on its stock ledger as a
shareholder in due course. See Dkt 1.
Hyundai moves to dismiss this action for lack of
personal jurisdiction, for forum non conveniens, and for
failure to state a claim. Dkt 20. The latter arguments
needn’t be addressed due to initial determination that
personal jurisdiction over Hyundai is lacking.
2. Legal Standard
A federal court may exercise jurisdiction over a
nonresident defendant if the long-arm statute of the forum
state confers personal jurisdiction over that defendant and
exercising that jurisdiction is consistent with the Due
Process Clause of the Fourteenth Amendment. McFadin v
Gerber, 587 F3d 753, 759 (5th Cir 2009). The long-arm
statute of Texas provides that a nonresident “does
business” in Texas and so is subject to service and action in
Texas if he, she, or it “commits a tort in whole or in part in
this state.” Tex Civil Practice and Remedies Code
§§ 17.041–17.045. The Fifth Circuit holds that this statue
confers jurisdiction to the limits of due process. Latshaw v
Johnston, 167 F3d 208, 211 (5th Cir 1999). This means that
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“the two-step inquiry collapses into one federal due process
analysis.” Johnson v Multidata System International Corp,
523 F3d 602, 609 (5th Cir 2008).
Federal due process permits personal jurisdiction over
a nonresident defendant who has minimum contacts with
the forum state so long as the exercise of jurisdiction does
not offend “traditional notions of fair play and substantial
justice.” Ibid. Such contacts may establish either general
or specific jurisdiction.
A federal court has general jurisdiction over a
nonresident defendant “to hear any and all claims” if that
defendant’s contacts with the forum are so “continuous and
systematic” as to render it “essentially at home” in the
forum. Daimler AG v Bauman, 571 US 117, 127 (2014),
quoting Goodyear Dunlop Tires Operations SA v Brown,
564 US 915, 919 (2011) (quotation marks omitted).
Demonstrating that general personal jurisdiction exists is
difficult and requires “extensive contacts between a
defendant and a forum.” Johnson, 523 F3d at 609
(quotation marks and citation omitted). “General jurisdiction can be assessed by evaluating contacts of
defendants with the forum over a reasonable number of
years, up to the date the suit was filed.” Id at 610. Such
contacts “must be reviewed in toto, and not in isolation
from one another.” Ibid.
A federal court has specific jurisdiction over a
nonresident defendant to adjudicate “issues deriving from,
or connected with, the very controversy that establishes
jurisdiction.” Goodyear, 564 US at 919. Such jurisdiction
exists “when a nonresident defendant ‘has purposefully
directed its activities at the forum state and the litigation
results from alleged injuries that arise out of or relate to
those activities.’” Walk Haydel & Associates Inc v Coastal
Power Production Co, 517 F3d 235, 243 (5th Cir 2008),
quoting Panda Brandywine Corp v Potomac Electric Power
Co, 253 F3d 865, 868 (5th Cir 2001). The defendant’s
contacts with the forum “must be more than ‘random,
fortuitous, or attenuated or of the unilateral activity of
another party or third person.’” ITL International Inc v
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Constenla SA, 669 F3d 493, 498 (5th Cir 2012), quoting
Burger King Corp v Rudzewicz, 471 US 462, 475 (1985).
But even “isolated or sporadic contacts” can support
specific jurisdiction “so long as the plaintiff’s claim relates
to or arises out of those contacts.” Id at 498–99.
Proof by a preponderance of the evidence isn’t required.
Johnson, 523 F3d at 609. The plaintiff meets its burden by
presenting a prima facie case that personal jurisdiction is
proper. Quick Techs Inc v Sage Group PLC, 313 F3d 338,
343 (5th Cir 2002). Once the plaintiff establishes minimum
contacts between the defendant and the forum state, the
burden of proof then shifts to the defendant to show that
the assertion of jurisdiction is “unfair and unreasonable.”
Sangha v Navig8 ShipManagement Private LTD, 882 F3d
96, 102 (5th Cir 2018), citing Wien Air Alaska Inc v Brandt,
195 F3d 208, 215 (5th Cir 1999). The Fifth Circuit has
established five factors that a reviewing court should
consider when determining whether jurisdiction is fair and
o First, the burden on the nonresident defendant
of having to defend itself in the forum;
o Second, the interests of the forum state in the
o Third, the interest of the plaintiff in obtaining
convenient and effective relief;
o Fourth, the interest of the interstate judicial
system in the most efficient resolution of
o Fifth, the shared interests of the states in
furthering fundamental social policies.
Sangha, 882 F3d at 102.
The reviewing court must accept as true uncontroverted allegations in the plaintiff’s complaint. Johnson, 523
F3d at 609. But the district court isn’t required “to credit
conclusory allegations, even if uncontroverted.” Panda, 253
F3d at 869. The court may also receive “‘any combination
of the recognized methods of discovery,’ including
affidavits, interrogatories, and depositions to assist in the
Case 4:21-cv-00778 Document 29 Filed on 01/07/22 in TXSD Page 5 of 7
jurisdictional analysis.” Little v SKF Serige AB, 2014 WL
710941, *2 (SD Tex), quoting Walk Haydel, 517 F3d at 241.
Conflicts between any facts contained in the affidavits or
other evidence submitted by the parties must be resolved
in favor of the plaintiff. Johnson, 523 F3d at 609.
Torson concedes that there’s no specific jurisdiction
over Hyundai in this case. Dkt 23 at 11. The only question
is whether general jurisdiction exists. It doesn’t.
Torson argues, “Hyundai’s business affiliations with
Texas are so continuous and systematic that it is
essentially at home” in Texas. Dkt 23 at 11. Specifically, he
contends that Hyundai “has made Houston its principal
place of business within the United States,” and there isn’t
another US jurisdiction in which to sue Hyundai. Id at 13.
He also cites Del Castillo v PMI Holdings North America
Inc for the proposition that a foreign corporation’s Texas
office and agent can constitute the requisite continuous
and systematic contacts needed for a prima facie showing
of general jurisdiction. Id at 14–15, citing 2015 WL
3833447, *4 (SD Tex). He lastly argues that finding general
jurisdiction would be appropriate in the “international
context” because such a finding would align “with the laws
of the European Union.” Id at 15, quoting European
Parliament and Council Regulation 1215/2012, art 7(5),
2012 OJ 7.
The Supreme Court has explained that a “corporation’s
place of incorporation and its principal place of business”
are the “‘paradigm’ forums in which a corporate defendant
is ‘at home.’” BNSF Railway Co v Tyrrell, 137 SCt 1549,
1558 (2017), citing Daimler, 571 US at 137 and Goodyear,
564 US at 924. But “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.” Ibid, citing Daimler,
571 US at 139 n 19. The “inquiry ‘calls for an appraisal of
a corporation’s activities in their entirety.’” BNSF, 137 SCt
at 1559, quoting Daimler, 571 US at 139 n 20. Moreover,
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the Supreme Court has made it clear that this inquiry
doesn’t distinguish between sister-state and foreigncountry corporations. Daimler, 571 US at 127; see also
BNSF, 137 SCt at 1559 (noting that general jurisdiction
doesn’t “vary with the type of claim asserted or business
This action isn’t an exception to the general rule.
Neither Hyundai’s place of incorporation nor principal
place of business is in Texas. And out of Hyundai’s dozens
of offices and approximately two thousand employees, only
one office and one employee are in Texas. To find an
exceptional case under these circumstances would render
every foreign company registered to do business in Texas
“at home” in this jurisdiction. Any such holding would
plainly contravene the high standard for general
jurisdiction set by the Supreme Court.
Del Castillo is easily distinguishable. That opinion
issued before the Supreme Court clearly defined an
“exceptional case” of general jurisdiction in BNSF. It also
involved a defendant whose business in Texas as a share of
its overall enterprise was large enough to establish a prima
facie case for general jurisdiction. Those facts aren’t
present here. Torson’s argument concerning international
comity is likewise insubstantial. If anything, Hyundai’s
overwhelming presence in South Korea would weigh
against finding jurisdiction in Texas.
This Court lacks personal jurisdiction over Hyundai.
The motion to dismiss will be granted. Leave to amend will
not be allowed, as any such attempt would be futile.
The motion by Defendant Hyundai Oilbank Company
Ltd, doing business as Hyundai Oil Houston Office
Company, to dismiss is GRANTED. Dkt 20.
The motion by Plaintiff Robert Torson for leave to file
a surreply is DENIED AS MOOT. Dkt 27.
The claims asserted against Hyundai by Plaintiff
Robert Torson are DISMISSED WITHOUT PREJUDICE.
Case 4:21-cv-00778 Document 29 Filed on 01/07/22 in TXSD Page 7 of 7
Signed on January 7, 2022, at Houston, Texas.
Hon. Charles Eskridge
United States District Judge
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