TMX-Holdings included an affidavit from one of its two officers, its vice president, Christopher Kelly Wall, supporting these statements. According to TMX-Holdings, it is a mere holding company without any employees or operations and, due to its limited role, does not exert authority over any of the codefendant entities' policies or operations. TMX-Holdings responded by specifically denying that it is subject to the jurisdiction of a Texas court under an alter-ego theory and asserting, instead, that it is a “separate and distinct” entity from the other TMX entities identified in the suit. And, according to Wellshire, because TMX-Finance is subject to jurisdiction, so is its alter ego, TMX-Holdings. Wellshire responded by arguing that TMX-Holdings is the alter ego of TMX-Finance and the two entities “lack any meaningful separation,” “have acted as a single entity,” and have “ignored all corporate formalities” in their dealings.
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2 As TMX-Holdings explained it, its owners “formed merely to facilitate more efficient estate planning and tax reporting for. TMX-Holdings issues no paychecks, pays no income taxes, and is not registered to do business in this or any other state.
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It also asserted that it has no employees, operations, or revenue, and thus, no contacts with Texas. In its special appearance, TMX-Holdings asserted that it has never conducted any business activities in Texas. Wellshire pleaded joint and several liability on its claims.
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Regarding jurisdiction, Wellshire alleged that the trial court had jurisdiction over TMX-Holdings because it purposefully availed itself of the privileges and benefits of conducting business in Texas. Wellshire sued the TMX entities for misappropriation of trade secrets and tortious interference with existing contracts and prospective business relations.
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Wellshire alleged, in its original petition, that the TMX entities “surreptitiously targeted and collected the license plate numbers of customers in parking lot, using that information to perform impermissible searches for customers' personal information” as part of a business-development plan to contact and solicit Wellshire's customers. Wellshire did not sue Tracy Young, the individual it alleges exerts control over both TMX-Holdings and TMX-Finance. Other than TMX-Holdings, the TMX entities did not contest the court's jurisdiction over them. The original named defendants were (1) TMX-Holdings (2) its subsidiary, which is also a holding company, TMX Finance, LLC (TMX-Finance) (3) TitleMax of Texas, Inc., which is a credit service subsidiary of TMX-Finance (4) TMX Finance of Texas, Inc., another credit service subsidiary of TMX-Finance (5) Felix Deleon, individually, and (6) Ishmael Hernandez, individually (collectively, “the TMX entities”). The original named plaintiffs were (1) Wellshire Financial Services, LLC d/b/a LoanStar Title Loans d/b/a MoneyMax Title Loans and d/b/a LoanMax, (2) Meadowwood Financial Services, LLC d/b/a LoanStar Title Loans and d/b/a MoneyMax Title Loans, and (3) Integrity Texas Funding, LP (collectively, “Wellshire”). 1 When the suit began, there were three named plaintiff entities-all of which are related-that were suing four named defendant entities-all of which are related-and two individual defendants. This is a suit between competitors in the automobile title lending business. We reverse the trial court's order denying the special appearance and render judgment of dismissal of all claims against TMX-Holdings. In two issues, TMX-Holdings argues that an alter-ego theory cannot support the trial court's ruling because the plaintiffs failed to allege that theory in their pleadings and, to the extent the plaintiffs are permitted to assert an alter-ego theory, they failed to meet their burden to prove alter ego as a basis to deny TMX-Holdings's special appearance. The trial court denied the special appearance based on its finding that TMX-Holdings was an alter ego of a related entity-also a holding company-that had submitted to the court's jurisdiction.
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(TMX-Holdings), an out-of-state holding company, appeals the denial of its special appearance. Panel consists of Justices Keyes, Brown, and Huddle. WELLSHIRE FINANCIAL SERVICES, LLC D/B/A LOANSTAR TITLE LOANS D/B/A MONEYMAX TITLE LOANS AND D/B/A LOANMAX MEADOWWOOD FINANCIAL SERVICES, LLC D/B/A LOANSTAR TITLE LOANS AND D/B/A MONEYMAX TITLE LOANS AND INTEGRITY TEXAS FUNDING, LP, Appellees NO. Court of Appeals of Texas, Houston (1st Dist.).