SAN PEDRO IMP. v. VILLARREAL

ade by counsel during the hearing; and arguments of counsel, the Court concludes that [San Pedro Impulsora's] special appearance should be, and is hereby, DENIED because [San Pedro Impulsora] has minimum contacts with the State of Texas.

The trial court did not enter findings of fact or conclusions of law. This appeal ensued. San Pedro Impulsora raises two issues through which it argues that the trial court erred in the admission of evidence and that San Pedro Impulsora lacks minimum contacts with Texas. According to San Pedro Impulsora:

[San Pedro Impulsora] has only one contact with Texas: a bank account with Lone Star. This sole contact cannot support specific or general jurisdiction. The Plaintiffs' conversion and fraudulent-transfer claims do not arise out of this contact, because all of the alleged operative facts for these claims took place in Mexico.

II. JURISDICTION

A Texas court may exercise personal jurisdiction over a nonresident defendant only if jurisdiction is authorized by the Texas long-arm statute. See TEX. CIV.PRAC. REM. CODE ANN. § 17.042 (Vernon 2008). The Texas "long-arm statute," which permits Texas courts to exercise personal jurisdiction over nonresident defendants who do business in Texas, provides as follows:

In addition to other acts that may constitute doing business, a nonresident does business in this state if the nonresident:

(1) contracts by mail or otherwise with a Texas resident and either party is to perform the contract in whole or in part in this state;

(2) commits a tort in whole or in part in this state; or

(3) recruits Texas residents, directly or through an intermediary located in this state, for employment inside or outside this state.

Id. Although the Texas long-arm statute lists activities that constitute "doing business," this list is not exclusive, and "section 17.042's broad language extends Texas courts' personal jurisdiction `as far as the federal constitutional requirements of due process will permit.'" BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 795 (Tex. 2002) (quoting U-Anchor Adver., Inc. v. Burt, 553 S.W.2d 760, 762 (Tex. 1977)). The Due Process Clause of the Fourteenth Amendment allows a Texas court to exercise personal jurisdiction over a nonresident defendant when (1) the nonresident defendant has established minimum contacts with Texas, and (2) the exercise of jurisdiction comports with "traditional notions of fair play and substantial justice." Int'l Shoe Co. v. Washington 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945); BMC Software, 83 S.W.3d at 795; see U.S. CONST. amend. XP7, § 1; see also Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471-72, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) ("The Due Process Clause protects an individual's liberty interest in not being subject to the binding judgments of a forum with which he has established no meaningful `contacts, ties, or relations.'") (quoting Int'l Shoe, 326 U.S. at 319, 66 S.Ct. 154).

A. MINIMUM CONTACTS

A nonresident establishes minimum contacts with Texas by purposefully availing itself of the privileges and benefits inherent in conducting business in the state. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 575, 578 (Tex. 2007); Michiana Easy Livin' Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005) ("For half a century, the touchstone of jurisdictional due process has been `purposeful availment.'"). There are at least three aspects of our inquiry regarding purposeful availment. Moki Mac, 221 S.W.3d at 575. First, we consider only the non-resident defendant's contacts with the forum state and do not consider the acts of a third person or another party. Michiana, 168 S.W.3d at 785. Second, the nonresident defendant's contacts with the forum state must be purposeful and not "random, isolated, or fortuitous." Id. Finally, the nonresident defendant must have sought "some benefit, advantage, or profit by `availing' itself of the jurisdiction." Moki Mac, 221 S.W.3d at 578 (quoting Michiana, 168 S.W.3d at 785).

A nonresident defendant's contacts with the forum state may create either specific or general jurisdiction. Id. at 575. Specific jurisdiction exists if the non-resident defendant purposefully directed his activities at a resident of Texas and the litigation arose from or related to those contacts. Id. at 572-73. In other words, there must be a substantial connection between the nonresident defendant's contacts and the operative facts of the litigation. Id. at 585. In contrast, general jurisdiction exists when the defendant's contacts in the forum are continuous and systematic; therefore, the forum may exercise personal jurisdiction over the nonresident defendant "even if the cause of action did not arise from or relate to activities conducted within the forum state." BMC Software, 83 S.W.3d at 796.

B. FAIR PLAY AND SUBSTANTIAL JUSTICE

Even if minimum contacts are present, a trial court may not exercise personal jurisdiction over a nonresident defendant if it would offend traditional notions of fair play and substantial justice. Asahi Metal Indus. Co., Ltd. v. Superior Court of Cal., Solano County, 480 U.S. 102, 113, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987); Guardian Royal Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223, 226 (Tex. 1991). The catchphrase "traditional notions of fair play and substantial justice" is a "hallmark" of personal jurisdiction. Spir Star AG v. Kimich, 310 S.W.3d 868, 872 (Tex. 2010).

Whether the court's exercise of personal jurisdiction over a nonresident defendant meets this requirement depends on several factors, including: (1) "the burden on the defendant"; (2) "the interests of the forum state in adjudicating the dispute"; (3) "the plaintiffs interest in obtaining convenient and effective relief; (4) the interstate or international judicial system's interest in obtaining the most efficient resolution of controversies; and (5) the shared interest of the several nations or states in furthering fundamental substantive social policies. Spir Star AG, 310 S.W.3d at 878 (citing and quoting Guardian Royal, 815 S.W.2d at 231). "Only in rare cases, however, will the exercise of jurisdiction not comport with fair play and substantial justice when the nonresident defendant has purposefully established minimum contacts with the forum state." Guardian Royal, 815 S.W.2d at 231.

III. STANDARD OF REVIEW

We begin with the presumption that the court has jurisdiction over the parties. See Kawasaki Steel Corp. v. Middleton, 699 S.W.2d 199, 203 (Tex. 1985); Angelou v. African Overseas Union, 33 S.W.3d 269, 277 (Tex.App.-Houston [14th Dist.] 2000, no pet.). The plaintiff bears the initial burden of pleading "sufficient allegations to bring a nonresident defendant within the provisions of the long-arm statute." BMC Software, 83 S.W.3d at 793. In conducting our review, we accept as true the allegations in the petition. Touradji v. Beach Capital P'ship, L.P., 316 S.W.3d 15, 23 (Tex.App.-Houston [1st Dist.] 2010, no pet.); Pulmosan Safety Equip. Corp. v. Lamb, 273 S.W.3d 829, 839 (Tex.App.-Houston [14th Dist.] 2008, pet. denied).

When a special appearance is filed, the nonresident defendant assumes the burden of negating all bases of personal jurisdiction asserted by the plaintiff. Moki Mac, 221 S.W.3d at 574; BMC Software, 83 S.W.3d at 793; El Puerto de Liverpool, S.A. de C.V. v. Servi Mundo Llantero, S.A. de C.V., 82 S.W.3d 622, 628 (Tex.App.-Corpus Christi 2002, pet. dism'd w.o.j.). "Because the plaintiff defines the scope and nature of the lawsuit, the defendant's corresponding burden to negate jurisdiction is tied to the allegations in the plaintiffs pleading." Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 658 (Tex. 2010). "The defendant can negate jurisdiction on either a factual or legal basis." Id. at 659. In a factual challenge, the defendant presents evidence that it has no contacts with Texas to disprove the plaintiffs allegations. Id. The plaintiff then presents evidence that affirms its allegations and risks dismissal if it cannot present evidence supporting the allegations of jurisdiction. Id. In contrast, in a legal challenge, the defendant asserts that even if the plaintiffs allegations are true, the evidence is legally insufficient to establish jurisdiction. Id. at 659.

The trial court determines the special appearance by referring to the pleadings, any stipulations made by and between the parties, any affidavits and attachments filed by the parties, discovery, and any oral testimony. See TEX.R. CIV. P. 120a(3). Whether the trial court has personal jurisdiction over a defendant is a question of law that this Court reviews de novo. Kelly, 301 S.W.3d at 657; Moki Mac, 221 S.W.3d at 574; BMC Software, 83 S.W.3d at 794. When, as here, the trial court does not make findings of fact and conclusions of law in support of its ruling, we infer all facts necessary to support the judgment and supported by the evidence. Kelly, 301 S.W.3d at 657; Moki Mac, 221 S.W.3d at 574.

IV. ANALYSIS

Plaintiffs contend that San Pedro Impulsora is subject to specific jurisdiction, which is established if its alleged liability arises from or is related to an activity conducted within the forum. See BMC Software, 83 S.W.3d at 796. Thus, for a Texas court to properly exercise specific jurisdiction over San Pedro Impulsora in the present case, (1) San Pedro Impulsora must have made minimum contacts with Texas by purposefully availing itself of the privilege of conducting activities here, and (2) its contacts with Texas must be substantially connected to the operative facts of this litigation. See Moki Mac, 221 S.W.3d at 576, 585. If both of these requirements are met, we then must determine if the exercise of specific jurisdiction over San Pedro Impulsora comports with "traditional notions of fair play and substantial justice." Id. at 575 (quoting Int'l Shoe Co., 326 U.S. at 316, 66 S.Ct. 154). Although allegations that a tort was committed in Texas satisfy the Texas long-arm statute, such allegations alone are not sufficient to satisfy the purposeful availment requirement of the due process minimum contacts analysis. Michiana, 168 S.W.3d at 788-92. Rather than focusing on whether San Pedro Impulsora directed a tort toward Texas, which improperly focuses on the merits of the lawsuit rather than San Pedro Impulsora's contacts with Texas, we instead examine San Pedro Impulsora's conduct and connection with Texas as the critical inquiries. See id.

The Texas Supreme Court has emphasized that our analysis should not be driven by the plaintiffs pleadings because such an approach shifts focus from the relationship between the defendant, the forum, and the litigation to the relationship between the plaintiff, the forum, and the litigation. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 583 (Tex. 2007).

A. MINIMUM CONTACTS

We begin by examining the bases for jurisdiction alleged by plaintiffs, but uncontradicted by San Pedro Impulsora. Stated otherwise, for purposes of determining whether San Pedro Impulsora's liability arises from or relates to the forum contacts, we take the plaintiffs' pleading and allegations as true and focus our analysis on the relationship among the defendant, the forum, and the litigation. Moki Mac, 221 S.W.3d at 582. We consider the claims involved in the litigation to determine the operative facts. Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333, 341 (Tex. 2009). We look for a "substantial connection between [the defendant's forum] contacts and the operative facts of the litigation." Id. at 340; Moki Mac, 221 S.W.3d at 585.

Plaintiffs alleged that San Pedro Impulsora is a Mexican corporation that "was created for the sole purpose of buying and selling land in Texas for the benefit of [Doña Raquel]," who is a "resident Ward of a Cameron County Probate Court," and that San Pedro Impulsora "did buy and sell land in Texas for the benefit of [Doña Raquel]." Plaintiffs further alleged that San Pedro Impulsora was created at the direction of Doña Raquel to hold title to a home that she had in Brownsville, Texas, and, other than that property, it had no assets, engaged in no business, had no employees or place of business and simply operated as a shell to hold title to the house in the United States.

Further, according to plaintiffs' jurisdictional allegations, San Pedro Impulsora currently has a bank account at Lone Star in Brownsville, Texas; however, the money in the account actually belongs to Doña Raquel. San Pedro Impulsora obtained title to the funds in the bank account through a series of fraudulent transfers, involving a fake promissory note and a fake lawsuit, without receiving a reasonably equivalent value.

San Pedro Impulsora does not dispute that it was created for the purpose of holding title to Texas land or that it did so. Further, San Pedro Impulsora does not counter the allegations regarding its acquisition of Doña Raquel's funds through a false promissory note and a sham lawsuit, or the fact that her funds were transferred from her bank account to San Pedro Impulsora's bank account in Mexico and, ultimately, to its bank account at Lone Star in Texas. Instead, San Pedro Impulsora essentially argues that all the alleged fraud took place in Mexico and the fact that the money ended up in a Texas bank account is not enough to hold it to jurisdiction here. For the reasons discussed below, we disagree with San Pedro Impulsora's arguments.

Without examining the evidence further, we conclude the foregoing is sufficient to hold San Pedro Impulsora subject to the jurisdiction of a Texas court. Plaintiffs allege that San Pedro Impulsora is the transferee of a fraudulent transfer in violation of the Texas Uniform Fraudulent Transfer Act ("UFTA"). The UFTA provides, in part, that "[a] transfer . . . is fraudulent . . . if the debtor made the transfer . . . with actual intent to hinder, delay, or defraud any creditor of the debtor; or without receiving a reasonably equivalent value in exchange for the transfer or obligation." TEX. BUS. COM. CODE ANN. § 24.005(a)(1), (2); see Retamco Operating, Inc., 278 S.W.3d at 341; Trigeant Holdings, Ltd. v. Jones, 183 S.W.3d 717, 726 (Tex.App.-Houston [1st Dist.] 2005, pet. denied) (noting that "the UFTA not only creates liability against `the person for whose benefit the transfer was made,' such as the debtor, but also against `the first transferee of the asset,' or any `subsequent transferee'").

In considering the denial of a special appearance, we determine only the issue of jurisdiction and do not address the merits or liability. See Michiana Easy Livin' Country Inc. v. Holten, 168 S.W.3d 777, 791-92 (Tex. 2005); Pulmosan Safety Equip. Corp. v. Lamb, 273 S.W.3d 829, 835 (Tex.App.-Houston [14th Dist.] 2008, pet. denied); Wright v. Sage Eng'g, Inc., 137 S.W.3d 238, 251 n. 10 (Tex. App.-Houston [1st Dist.] 2004, pet. denied).

Under a recent Texas Supreme Court case, being the recipient of a fraudulent transfer is sufficient to find jurisdiction:

Republic is alleged to have received transfer of Texas real property from a Texas resident, during the pendency of a Texas suit, for the purpose of defrauding a Texas resident. As a result of this transaction, assets ROI may have recovered from Paradigm are now in the possession of Republic. These contacts are sufficient to demonstrate that this alleged tort occurred, at least, in part, in Texas.

Retamco Operating, Inc., 278 S.W.3d at 340-41 (internal citations omitted). Moreover, San Pedro Impulsora is alleged to have been created solely for the purpose of holding title to Texas property and did, in fact, hold Texas property belonging to Doña Raquel, the ward of a Cameron County guardianship proceeding. San Pedro Impulsora is alleged to have participated in a fraudulent lawsuit and promissory note to obtain funds from Doña Raquel. After a series of transactions, the funds' ultimate destination was the Lone Star account in Texas. These contacts are sufficient to demonstrate that this alleged tort occurred at least, in part, in Texas. See TEX Civ. PRAC. REM. CODE ANN. § 17.042 ("a nonresident does business in this state if the nonresident . . . commits a tort in whole or in part in this state"); Retamco Operating, Inc., 278 S.W.3d at 340-41; see also In re Tex. Am. Express, Inc., 190 S.W.3d 720, 725 (Tex.App.-Dallas 2005, orig. proceeding) (noting that a fraudulent transfer under the UFTA is a tort).

In Texas, personal jurisdiction may be found where a defendant takes part in any aspect of a tortious scheme that impacts Texas citizens, regardless of a defendant's other links to this State. See Siskind v. Villa Found, for Educ., Inc., 642 S.W.2d 434, 437 (Tex. 1982); Mem'l Hosp. Sys. v. Fisher Ins. Agency, Inc., 835 S.W.2d 645, 650-51 (Tex.App.-Houston [14th Dist.] 1992, no writ) (commission of tort causing foreseeable economic injury in Texas sufficient to confer personal jurisdiction); Gen. Elec. v. Brown Ross Int'l 804 S.W.2d 527, 532 (Tex.App.-Houston [1st Dist.] 1990, writ denied) (participant in fraud scheme could anticipate subsequent litigation, therefore subject to personal jurisdiction); Tex. Commerce Bank v. Interpol `80 Ltd. P'ship, 703 S.W.2d 765, 771-72 (Tex.App.-Corpus Christi 1985, no writ) (participation in a project that aims to extract profit from Texas real estate will support specific jurisdiction); see also Leben v. Treen, No. 13-02-00309-CV, 2003 WL 22479150, at *3-4, 2003 Tex.App. LEXIS 9338, at *10-11 (Tex.App.-Corpus Christi Oct. 30, 2003, no pet.) (mem.op.). When a party expects to profit from its activities in Texas and receives a benefit from Texas residents and Texas law, that party can reasonably assume that a Texas court might call. Gen. Elec. Co., 804 S.W.2d at 532.

B. FAIR PLAY AND SUBSTANTIAL JUSTICE

Under the second prong of the test for due process, a party opposing a non-resident defendant's special appearance must show that the exercise of personal jurisdiction comports with fair play and substantial justice. Int'l Shoe Co., 326 U.S. at 316, 66 S.Ct. 154 (1945). We therefore consider whether, despite the existence of minimum contacts, there are any reasons why our assertion of jurisdiction in this case would offend traditional notions of fair play and substantial justice. To defeat jurisdiction, San Pedro Impulsora must present "a compelling case that the presence of some consideration would render jurisdiction unreasonable." See Guardian Royal, 815 S.W.2d at 231.

San Pedro Impulsora contends that the burden of litigation in Texas weighs against exercising jurisdiction over San Pedro Impulsora because it is a Mexican corporation with no presence in Texas and litigation here would require the transportation of witnesses and necessary documentation. However, the fact that San Pedro Impulsora is headquartered in Mexico cannot, by itself, defeat jurisdiction. See Spir Star AG, 310 S.W.3d at 879; Guardian Royal, 815 S.W.2d at 231 ("Nor is distance alone ordinarily sufficient to defeat jurisdiction: `modern transportation and communication have made it much less burdensome for a party sued to defend himself in a State where he engages in economic activity.'" (quoting McGee v. Int'l Life Ins. Co., 355 U.S. 220, 223, 78 S.Ct. 199, 2 L.Ed.2d 223 (1957)). San Pedro Impulsora did not provide evidentiary support for its contention that litigating here would be an undue burden.

San Pedro Impulsora contends that Texas has no interest in adjudicating this dispute because it is a "dispute between Mexican residents arising from the settlement of a Mexican resident's estate." Although Texas's interest in adjudicating this dispute may not be as strong as in cases in which the plaintiff is from Texas and alleges injuries occurring in Texas, Texas nevertheless has an interest in litigating this dispute because this lawsuit directly concerns the property and estate of a resident ward of a Cameron County, Texas probate court. Cf. Asahi, 480 U.S. at 114, 107 S.Ct. 1026 ("Because the plaintiff is not a California resident, California's legitimate interests in the dispute have considerably diminished."); Guardian, 815 S.W.2d at 233 ("[S]ince Guardian Royal and U.S. Fire are neither Texas consumers nor insureds, Texas' interest in adjudicating the dispute . . . is considerably diminished."). Texas has an interest in adjudicating torts allegedly committed against the wards of its courts.

The third, fourth, and fifth factors to consider in determining whether the exercise of jurisdiction offends traditional notions of fair play and substantial justice — the plaintiffs' interest in obtaining convenient and effective relief, the international judicial system's interest in obtaining the most efficient resolution of controversies, and the shared interest of the two nations in furthering fundamental substantive social policies — also weigh in favor of maintaining jurisdiction over San Pedro Impulsora. Doña Raquel has an obvious interest in litigating her claim in the state where she resides, where the controversy has already been litigated, and where her funds are located. Further, nothing in the record suggests that Lone Star is amenable to the jurisdiction of a Mexican court; thus, litigating in Texas promotes the international judicial system's interest in obtaining efficient resolution of the plaintiffs' claims against San Pedro Impulsora and the other defendants in a single proceeding. We hold that San Pedro Impulsora has failed to present a "compelling case" that the presence of these other considerations would render jurisdiction "unreasonable." See Guardian Royal, 815 S.W.2d at 231. Therefore, the trial court did not err by denying San Pedro Impulsora's special appearance. Accordingly, we overrule San Pedro Impulsora's second issue.

V. EVIDENTIARY RULINGS

San Pedro Impulsora alleges that the trial court erred in admitting the deposition and trial testimony offered by Ignacio, along with the settlement agreement, arbitration award, and various judgments entered during the Cameron County probate proceeding on the guardianship of Doña Raquel. San Pedro Impulsora also urges error in the admission of court orders from the Mexican legal proceeding. San Pedro Impulsora urges that Ignacio's testimony constituted inadmissible hearsay and that the court orders were "irrelevant." In contrast, appellees urge that this testimony and evidence was admissible, inter alia, as an admission by a party-opponent. The evidence at issue largely supports the proposition that San Pedro Impulsora is a shell corporation controlled by Ignacio and used to appropriate and transfer title to Doña Raquel's assets. We note that much of this evidence is cumulative of the allegations in the plaintiffs' first amended petition, which were neither contradicted by San Pedro Impulsora nor countered by contrary evidence.

Judicial notice is mandatory when a party requests the court do so and the party supplies the court "with the necessary information." TEX.R. EVID. 201(d). A court may take judicial notice of the records in another court when it is provided with copies of those records. See Brown v. Brown, 145 S.W.3d 745, 750 (Tex.App.-Dallas 2004, pet. denied); Surgitek, Inc. v. Adams, 955 S.W.2d 884, 889 n. 4 (Tex.App.-Corpus Christi 1997, pet. dism'd by agr.).

We have previously determined that jurisdiction was proper without considering any of the objected-to evidence. Nevertheless, we further conclude that the trial court did not abuse its discretion in considering such evidence. We review the admission or exclusion of evidence under an abuse of discretion standard. See In re J.P.B., 180 S.W.3d 570, 575 (Tex. 2005). Thus, evidentiary rulings admitting or excluding evidence are committed to the trial court's "sound" discretion. See Tex. Dep't of Transp. v. Able, 35 S.W.3d 608, 617 (Tex. 2000); City of Brownsville v. Alvarado, 897 S.W.2d 750, 753 (Tex. 1995); Gee v. Liberty Mut. Fire Ins. Co., 765 S.W.2d 394, 396 (Tex. 1989). A trial court abuses its discretion if it acts without reference to any guiding rules and principles or if the act complained of is arbitrary and unreasonable. City of Brownsville, 897 S.W.2d at 754; see also Carpenter v. Cimarron Hydrocarbons Corp., 98 S.W.3d 682, 687 (Tex. 2002). We must uphold a trial court's evidentiary ruling if there is any legitimate basis in the record to support it. Owens-Corning Fiberglas Corp. v. Malone, 972 S.W.2d 35, 43 (Tex. 1998).

For the exclusion of evidence to constitute reversible error, the complaining party must show that (1) the trial court committed error, and (2) the error probably caused the rendition of an improper judgment. State v. Cent. Expressway Sign Assocs., 302 S.W.3d 866, 870 (Tex. 2009); McCraw v. Maris, 828 S.W.2d 756, 757 (Tex. 1992); see TEX.R.APP. P. 44.1; Nissan Motor Co. v. Armstrong, 145 S.W.3d 131, 144 (Tex. 2004). A person seeking to reverse a judgment based on evidentiary error need not prove that "but for" the error a different judgment would necessarily have been rendered, but only that the error probably resulted in an improper judgment. State, 302 S.W.3d at 870; City of Brownsville, 897 S.W.2d at 754; McCraw, 828 S.W.2d at 758. A successful challenge to evidentiary rulings usually requires the complaining party to show that the judgment turns on the particular evidence excluded or admitted. Bay Area Healthcare Group, Ltd., v. McShane, 239 S.W.3d 231, 234 (Tex. 2007); Nissan Motor Co., 145 S.W.3d at 144. In making this determination, we review the entire record. Reliance Steel Aluminum Co. v. Sevcik, 267 S.W.3d 867, 871 (Tex. 2008); Nissan Motor Co., 145 S.W.3d at 144. The exclusion or admission is likely harmless if the evidence was cumulative, or the rest of the evidence was so one-sided that the error likely made no difference in the judgment. State, 302 S.W.3d at 870.

"`Relevant evidence' means evidence having any tendency to make the existence of any fact that is of consequence to the determination of the action more probable or less probable than it would be without the evidence." TEX.R. EVID. 401. Generally, relevant evidence is admissible unless otherwise made inadmissible by the Constitution, statute, the Texas Rules of Evidence, or other rules prescribed pursuant to statutory authority. See id. R. 402.

Hearsay is defined as "a statement, other than one made by the declarant while testifying at the trial or hearing, offered in evidence to prove the truth of the matter asserted." See id. R. 801(d). "Out-of-court statements are not hearsay if offered for a purpose other than to prove the truth of the matter asserted." McCraw v. Maris, 828 S.W.2d 756, 757 (Tex. 1992); Ho Wah Genting Kintron Sdn Bhd v. Leviton Mfg. Co., 163 S.W.3d 120, 126 (Tex.App.-San Antonio 2005, no pet.).

In civil cases, testimony given by a witness at another hearing or deposition in the same or a different proceeding is not excluded as hearsay evidence if the party against whom the testimony is now offered, or a person with a similar interest, had an opportunity and similar motive to develop the testimony by direct, cross, or redirect examination. TEX.R. EVID. 804(b)(1). Admissions by party-opponents are also not hearsay if they are offered against a party and are either:

(A) the party's own statement in either an individual or representative capacity;

(B) a statement of which the party has manifested an adoption or belief in its truth;

(C) a statement by a person authorized by the party to make a statement concerning the subject;

(D) a statement by the party's agent or servant concerning a matter within the scope of the agency or employment, made during the existence of the relationship; or

(E) a statement by a co-conspirator of a party during the course and in furtherance of the conspiracy.

Id. at R. 801(e)(2)(A)-(E). San Pedro Impulsora argues that it was not a party to the guardianship proceeding and thus did not have an opportunity and similar motive to develop Ignacio's deposition testimony. It further argues that Ignacio was no longer appellant's administrator when he gave the complained-of testimony because appellant had a new and different administrator.

Plaintiffs alleged that San Pedro Impulsora was a sham corporation controlled by Ignacio even when he did not serve as its administrator. Accordingly, the trial court may have considered Ignacio's deposition to be admissible as San Pedro Impulsora's statement in a representative capacity, that Ignacio was authorized to make such statements, or that Ignacio's deposition testimony concerned matters within the scope of Ignacio's agency or employment, made during the existence of the relationship. See id. R. 801(e)(2)(A), (C), (D). Moreover, the trial court may have admitted Ignacio's deposition testimony, and the exhibits thereto, as a statement by a co-conspirator of a party during the course and in furtherance of the conspiracy. See id. R. 801(e)(2)(E). Further, as noted previously, much of the content of the evidence at issue was cumulative. Accordingly, we conclude that the trial court did not abuse its discretion in overruling San Pedro Impulsora's hearsay objection. We overrule San Pedro Impulsora's first issue.

VI. CONCLUSION

Because San Pedro Impulsora engaged in minimum contacts with Texas sufficient to subject it to specific jurisdiction in a Texas court, and because the exercise of such jurisdiction would not offend traditional notions of fair play and substantial justice, we affirm the trial court's order denying the special appearance by San Pedro Impulsora.