Tracy Christopher, Justice
In this appeal from the grant of a special appearance, plaintiff Ascentium Capital LLC argues that defendant C323, LLCs principal place of business is in Texas, and thus, the trial court erred in concluding that it lacked general jurisdiction over the company. Because there is conflicting evidence on the subject, we conclude that the trial court did not abuse its discretion in granting C323s special appearance and dismissing the claims against it. We accordingly affirm the trial courts judgment.
I. BACKGROUND
Appellant Ascentium Capital LLCs predecessor in interest loaned Hi-Tech the School of Cosmetology Corp. money to buy equipment to run a cosmetology school in Florida. Hi-Tech then sold its assets to appellee C323, LLC and defaulted on the loan. C323 now operates the cosmetology school at the same location and using the same assets previously used by Hi-Tech. C323 also hired Hi-Techs shareholder and former president Hector Gonzalez as campus manager.
C323 is a limited liability company organized under Florida law, and the cosmetology school is its only business. The company is owned by its three manager-members. John Turnage, a Texas resident, is chief executive officer of the company. The two remaining manager-members, Charles Riser and Steve Pollak, live respectively in Maryland and North Carolina.
To recover on the debt, Ascentium filed suit in a Harris County district court against Hi-Tech, C323, and the loan guarantors. As the basis of general personal jurisdiction over C323, Ascentium alleged that the companys principal address is in Texas; that the company is both a resident of Texas and does business in Texas; and that the webpage of the Florida Department of States Division of Corporations lists Texas addresses for two of the companys three managers. Ascentium also pleaded that the C323 may be served by serving Turnage in Texas.
C323 filed a special appearance contesting the courts exercise of general personal jurisdiction and asserting that its principal place of business is in Florida. In support of the special appearance, Gonzalez attested that the companys operations are located entirely in Florida and that the address stated on the documents on which Ascentium relies is merely the address of one of the companys shareholders.
The trial court granted the special appearance and dismissed the claims against C323 without issuing findings of fact and conclusions of law. Ascentium now appeals that ruling.
II. GOVERNING LAW
The Texas long-arm statute extends Texas courts personal jurisdiction as far as the federal constitutional requirements of due process will permit. M & F Worldwide Corp. v. Pepsi-Cola Metro. Bottling Co. , 512 S.W.3d 878, 885 (Tex. 2017) (quoting BMC Software Belg., N.V. v. Marchand , 83 S.W.3d 789, 795 (Tex. 2002) ). Federal due-process requirements are satisfied if (a) the nonresident defendant has minimum contacts with the forum state, and (b) the courts exercise of jurisdiction does not offend traditional notions of fair play and substantial justice. Id. (quoting Walden v. Fiore , 571 U.S. 277, 134 S.Ct. 1115, 1121, 188 L.Ed. 2d 12 (2014) ).
The principle underlying minimum-contacts analysis is that [t]he defendants activities, whether they consist of direct acts within Texas or conduct outside Texas, must justify a conclusion that the defendant could reasonably anticipate being called into a Texas court. M & F Worldwide , 512 S.W.3d at 886 (quoting Retamco Operating, Inc. v. Republic Drilling Co. , 278 S.W.3d 333, 338 (Tex. 2009) ). A defendant has established minimum contacts with the forum state if it has purposefully avail[ed] itself of the privilege of conducting activities within the forum state, thus invoking the benefits and protections of its laws. Id. (quoting Moncrief Oil Intl, Inc. v. OAO Gazprom , 414 S.W.3d 142, 150 (Tex. 2013) ). When determining whether the defendant has purposefully availed itself of the privilege of conducting activities in Texas, three rules are paramount. First, only the defendants contacts are relevant, not the unilateral activity of someone else. See id. (citing Michiana Easy Livin Country, Inc. v. Holten , 168 S.W.3d 777, 785 (Tex. 2005) ). Second, the defendants acts must be purposeful and not random or fortuitous. See id. And, third, the defendant must seek some benefit, advantage, or profit by availing itself of the jurisdiction such that it impliedly consents to suit in the forum state. Id. (quoting Michiana , 168 S.W.3d at 785 ).
The minimum contacts sufficient to establish personal jurisdiction varies depending on whether general jurisdiction or specific jurisdiction is alleged. See Kelly v. Gen. Interior Constr., Inc. , 301 S.W.3d 653, 658 (Tex. 2010) (pointing out that the burden borne by a defendant who files a special appearance is to negate all bases of personal jurisdiction alleged by the plaintiff). Here, only general jurisdiction is at issue.
A court may exercise general jurisdiction over a defendant limited liability company if the company was organized under the law of the forum state or has its principal place of business there. See Daimler AG v. Bauman , 571 U.S. 117, 137, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014) (explaining that a corporations place of incorporation and principal place of business are the paradig[m] ... bases for general jurisdiction) (quoting Lea Brilmayer et al., A General Look at General Jurisdiction , 66 TEX. L. REV. 721, 735 (1988) (alteration in original) ); id. at 139, 134 S.Ct. 746 (applying the identical test to both a corporation and a limited liability company). In addition, a court has general jurisdiction over the defendant if the companys contacts with the forum state are so continuous and systematic as to render [it] essentially at home in the forum State. M & F Worldwide , 512 S.W.3d at 885 (quoting Goodyear Dunlop Tires Operations, SA v. Brown , 564 U.S. 915, 919, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011) (alteration in original) ).
III. STANDARD OF REVIEW
Whether a court can exercise personal jurisdiction over a nonresident defendant is a question of law, which we review de novo. Kelly , 301 S.W.3d at 657. If the trial court must resolve a factual dispute to decide the jurisdictional issue but does not issue findings, then all facts necessary to support the judgment and supported by the evidence are implied. BMC Software Belg., N.V. v. Marchand , 83 S.W.3d 789, 795 (Tex. 2002). If conflicting evidence raises a fact issue, we must uphold the trial courts resolution of it. See TV Azteca v. Ruiz , 490 S.W.3d 29, 36 n.4 (Tex. 2016) (citing Retamco , 278 S.W.3d at 337 ).
IV. ASCENTIUMS ISSUES AND ALLEGATIONS
Acentium presents the following four issues for review:
1. Is C323 subject to personal jurisdiction where its principal place of business is located?
2. In the context of general personal jurisdiction, is a companys nerve center its principal place of business?
3. Is the Texas office of C323s CEO John Turnage the companys principal place of business?
4. Did the trial court err in sustaining C323s special appearance and dismissing the claims against it for lack of personal jurisdiction?
Ascentiums first two issues are undisputed; both sides agree-and the law holds-that a company is subject to general jurisdiction in the state of its principal place of business. See Daimler AG , 571 U.S. at 137, 134 S.Ct. 746. A companys principal place of business, often referred to as a companys nerve center, is the place where the companys officers direct, control, and coordinate the companys activities. Hertz Corp. v. Friend , 559 U.S. 77, 92-93, 130 S.Ct. 1181, 175 L.Ed.2d 1029 (2010). The companys nerve center normally is its headquarters, unless that is not the actual center of direction, control and coordination. Hertz , 559 U.S. at 93, 130 S.Ct. 1181. The parties dispute whether the companys nerve center is in Texas or Florida.
As a basis for general jurisdiction, Ascentium alleged only that C323s principal address is in Texas and two of C323s three managers list their addresses in Texas. Attached to and incorporated in Ascentiums pleadings were print-outs of three pages from the Florida Department of States Division of Corporations. The first page provides detail about C323. The company is identified as a Florida limited liability company, with a principal address and mailing address at the same location in Carrollton, Texas. The same address is stated for company managers John Turnage and Steve Pollak. A third manager, Charles Riser, resides in Maryland, and the companys registered agent is in Florida. The second and third pages are the companys 2016 and 2017 annual reports. In both reports, the names and addresses of the three managers and the registered agent are unchanged, as is the companys mailing address. Instead of identifying the Texas address as the companys principal address, the annual reports identify it as C323s current principal place of business. Both reports are signed by Turnage as CEO.
Construing the pleading liberally in favor of the plaintiff, as we must, we understand Ascentium to mean that C323s principal place of business is in Texas because documents filed with the Florida Department of State identify Carrollton, Texas, as C323s principal address or principal place of business and as the address for managers Turnage and Pollak.
C323 had the burden to negate these bases for jurisdiction, and could do so on factual or legal grounds. See Kelly , 301 S.W.3d at 659. Factually, it could attempt to disprove the allegations, and legally, it could attempt to show that, even if true, the allegations are insufficient to establish jurisdiction. See id. C323 challenged the allegations on both grounds.
V. THE JURISDICTIONAL EVIDENCE
C323 does not dispute that Turnage has a Texas address but does dispute that Texas is Pollaks address and C323s principal place of business. In support of this position, Gonzalez attested that C323 is incorporated under Florida law; that its sole business is the operation of a cosmetology school in Miami, Florida; and that it has no other campuses or business offices. Gonzalez further states that all of C323s employees work from the school in Miami; that the company neither owns nor stores any property in Texas; that it has no employees in Texas; and that it has never advertised or solicited business in Texas. He attested that the Texas address is not C323s principal address but instead is merely an address of one of C323s shareholders, adding that Pollak lives in North Carolina, not Texas. According to Gonzalez, C323s only office is in Miami, Florida, where it operates its only business: a cosmetology school.
In response, Ascentium produced C323s Articles of Organization, which state that C323s principal office address and mailing address is in Carrollton, Texas, at the same address listed for Turnage. The other members of the company are Riser, whose address is in Maryland, and Pollak, whose address is in North Carolina, as Gonzalez stated. The Articles of Organization are signed by Turnage as Manager, the same title given to Riser and Pollak. Ascentium also produced an affidavit of service showing that C323 had been served by serving Turnage in Texas; however, Turnage also is the president of co-defendant Cosmetology Career Center, L.L.C., a Texas limited liability company in Plano, Texas. Turnage was served at Cosmetology Career Centers office, not at the C323s alleged principal place of business in Carrollton, Texas.
Ascentium also relied on excerpts from Gonzalezs deposition. Gonzalez testified that as campus manager, he was responsible for the general operations of the day-to-day business of the school. He stated that co-defendant Hi-Tech is no longer operating, but he had been a shareholder and Hi-Techs president. He also related that he and his son, who also resides in Florida, negotiated with Turnage for C323s purchase of Hi-Techs assets, and that the negotiations took place in Florida. All recruitment of students takes place in Dade County, Florida, and all employees are hired from the Miami area. No employees ever travel to Texas. Gonzalez stated that C323 has no leases or loans from Texas companies, but the schools rent is paid from a checking account at a Texas bank. He admitted that Turnage, Riser, and Pollak all were his direct superiors and he reported to all three of them, but he stated that he does not know the ranking of the partners in the company. Gonzalez stated that he reported anything concerning compliance or finances to Riser in Maryland, and anything concerning education to Turnage in Texas. Gonzalez stated that he does not know how often Turnage, Pollak, or Riser visited the school, but that when they do come to town, they dont like really perform any type of businesses like-its more like a social visit when they come down to Miami.
In its reply, C323 also relied on excerpts from Gonzalezs deposition. Gonzalez stated that after he was hired, he spoke with Turnage only about once a month. He attested that his wages from C323 were paid from a Florida bank account and that the companys accountants are in Rhode Island. He explained that although he reported matters concerning education to Turnage, Turnage was not in charge of education, but only made suggestions. According to Gonzalez, educational decisions were made by Gonzalez and the education leader in the school. He testified that C323 had to be in compliance with the Department of Education and that Turnage had spoken to the Department on C323s behalf, but so too did Riser and Pollak.
On this record, there is some evidence to support the trial courts implied finding that C323s nerve center is not in Texas. The company purchased Florida assets and negotiated the purchase in Florida. Its only business is the operation of Florida school, and all educational decisions are made in Florida. All of the companys employees are in Florida, and although no employees travel to Texas, the companys managers travel to Florida. The companys manager-members make some decisions in Texas, but they also make decisions in North Carolina and Maryland; thus, the trial court reasonably could find that the companys principal place of business is not in any one of those three states.
VI. ASCENTIUMS ARGUMENTS
According to Ascentium, the companys public filings identifying Texas as its principal address and principal place of business should be dispositive, or nearly so. But, as C323 has pointed out, the United States Supreme Court has rejected the suggestion that the mere filing of a form is itself sufficient to establish a location as the companys nerve center. Hertz , 559 U.S. at 97, 130 S.Ct. 1181. A companys principal place of business in not the place that is denominated its headquarters, but the place that is the actual center of direction, control, and coordination. Id. at 93, 130 S.Ct. 1181 (emphasis added). A forms identification of a companys principal place of business is some evidence that it is, but to treat the form as dispositive would readily permit jurisdictional manipulation. Id. at 97, 130 S.Ct. 1181. We accordingly agree with C323 that the documents on which Ascentium relies are insufficient to establish that Texas is the companys principal place of business.
Ascentium additionally argues that the undisputed facts dictate the conclusion that C323s principal place of business is in Texas. But, Ascentium relies on only some of the facts and on the undue weight it erroneously attaches to C323s public filings. For example, Ascentium points out that C323 pays its rent from a Texas bank account, but Ascentium ignores that C323 pays its employees from a Florida bank account. Ascentium asserts that Gonzalez answers to Turnage, but when asked if any of C323s manager-members was his direct superior, Gonzalez answered, Definitely, I reported to all three of them. Ascentium says that Turnage communicates directly with the Department of Education and has authority to bind the company, but Gonzalez testified that the same is true of Riser and Pollak. Ascentium also points out that Turnage is listed as the companys CEO; his office is listed as the companys principal place of business; and Turnages office was the companys only place of business before it purchased Hi-Techs assets. But, as discussed, the public filings are not dispositive, and according to Gonzalez, all three managers direct the company. That Texas was once the companys only place of business is entitled to little weight because the companys principal place of business is determined as of the time suit is filed. See, e.g. , Perkins v. Benguet Consol. Mining Co. , 342 U.S. 437, 447-48, 72 S.Ct. 413, 96 L.Ed. 485 (1952).
Ascentium also advances several arguments based on C323s contacts with Turnage, who lives and works in Texas, but minimum-contacts analysis requires a court to analyze a defendants contacts with Texas, not its contacts with Texas residents. See Walden v. Fiore , 571 U.S. 277, 285, 134 S.Ct. 1115, 188 L.Ed.2d 12 (2014). For example, Ascentium states that Turnage formed the company; however, Turnage chose to form a Florida company.
See Am. Type Culture Collection, Inc. v. Coleman , 83 S.W.3d 801, 808 (Tex. 2002) (company may structure its affairs in a manner calculated to shield it from the general jurisdiction of the courts of other states such as Texas (quoting Bearry v. Beech Aircraft Corp. , 818 F.2d 370, 375-76 (5th Cir. 1987) ) ). Ascentium notes that Turnage negotiated and executed C323s purchase of assets, but it is undisputed that Turnage negotiated in Florida for the purchase of Florida assets, which then remained in Florida. Ascentium also cites Gonzalezs testimony that Turnage interviewed Gonzalez, but Gonzalez testified that Turnage interviewed him in Florida, where all of C323s potential employees are interviewed.
Although the evidence of C323s principal place of business is conflicting, the evidence suffices to support the trial courts implied finding that the companys principal place of business is not in Texas. We overrule Ascentiums third and fourth issues.
VII. CONCLUSION
A limited liability company is subject to general jurisdiction in the state in which its nerve center is located. Because some evidence reasonably supports the trial courts implied finding that C323s principal place of business is not in Texas, the trial court did not abuse its discretion in granting the companys special appearance and dismissing the claims against the company. See TV Azteca , 490 S.W.3d at 36 n.4. We accordingly affirm the trial courts judgment.
Ascentium alleged only general jurisdiction, not specific jurisdiction.
Ascentium initially requested findings of fact and conclusions of law, but abandoned the request by failing to file a notice of past due findings as required by the Texas Rules of Civil Procedure. See Tex. R. Civ. P. 297.
Initial capitalization has been removed from each quote from these documents.
See Tex. Dept of Parks & Wildlife v. Miranda , 133 S.W.3d 217, 226 (Tex. 2004).