Utah Valley University v. Western Athletic Conference, Inc.

majority opinion

In the

Court of Appeals

Second Appellate District of Texas

at Fort Worth

No. 02-26-00235-CV

UTAH VALLEY UNIVERSITY, Appellant

WESTERN ATHLETIC CONFERENCE, INC., Appellee

On Appeal from the 17th District Court

Tarrant County, Texas

Trial Court No. 017-374251-26

Before Birdwell, Bassel, and Womack, JJ.

Memorandum Opinion by Justice Bassel

MEMORANDUM OPINION

I. Introduction

In a single issue, Appellant Utah Valley University (UVU) challenges an order

denying its amended special appearance, arguing that the trial court erred because

(1) UVU and Appellee Western Athletic Conference, Inc. (the WAC) had agreed that

UVU’s participation in the WAC would not cause UVU to be subject to personal

jurisdiction in Texas and (2), in any event, the WAC’s jurisdictional allegations are not

sufficient to support the exercise of personal jurisdiction over UVU in Texas courts.

Based on the plain—but unique—language of the bylaw that the parties agreed to

have govern disputes involving member institutions that are state or federal

government agencies, like UVU, we hold that UVU is not subject to personal

jurisdiction in Texas and that, in view of the bylaw provision, the WAC has not

pleaded jurisdictional facts sufficient to support the exercise of personal jurisdiction

over UVU in Texas. We therefore reverse the trial court’s order denying UVU’s

amended special appearance, and we render judgment dismissing the WAC’s claims

against UVU for want of personal jurisdiction.

II. Background1

A. We explain who the parties are and when UVU joined the WAC.

The WAC is an athletic conference offering Division I athletic competition and

opportunities for member institutions and their associated administrators, studentathletes, and coaches. The WAC provides student-athletes of member institutions the

chance to travel to scenic destinations and gain exposure in some of the nation’s most

diverse markets and largest metropolitan cities while competing in high-level

intercollegiate competition. The WAC has an agreement with its member institutions

that is documented through its Bylaws. The Bylaws set forth the relationship among the

conference and its member institutions and provides for a governance structure for the

conference. The Bylaws allowed each member institution in good standing and each

incoming member institution to appoint one representative to the Board of Directors.

UVU is the largest public university in the State of Utah and is governed under

the Utah System of Higher Education. UVU has a primary place of business located

at 800 W. University Parkway, Orem, Utah 84058. UVU has no place of business in

Texas; it has no employees in Texas; and it conducts no internal affairs activities in

Texas. Nor does it own, lease, or possess any real property in Texas.

On October 1, 2012, the WAC extended a formal invitation of membership to

UVU to join the WAC. UVU officially joined the WAC on July 1, 2013.

For purposes of setting forth the background, we borrow portions of the WAC’s first amended petition, UVU’s amended special appearance, and the WAC’s response to UVU’s amended special appearance.

B. The WAC moved to Texas.

During the WAC’s June 2022 board meeting, the Board unanimously approved

relocating its principal place of business from Denver, Colorado, to Arlington, Texas.

The WAC officially moved to Texas and began operations in Texas on October 27,

2022.

C. The WAC members signed a commitment agreement.

According to UVU, “[f]ollowing concerns regarding member institutions

leaving the WAC en masse for other conferences, all [the] WAC member institutions

(including UVU) and the WAC entered into a commitment agreement, dated June 21,

2024 (the []Commitment Agreement[]).” Pursuant to the Commitment Agreement,

the member institutions and the WAC agreed that the institutions would retain their

membership for two years, and the WAC promised to pay current members who

fulfilled the two-year commitment “membership retention funding” in the cumulative

amount of $5.6 million in addition to the “standard revenue distributions” payable

under the Bylaws. The Commitment Agreement further stated that “[s]hould

progress not be made on significant membership additions or a partnership

agreement, members who choose to leave for another conference after June 30,

2026[,] could participate in a planned orderly exit from the WAC, which would

include reduced and/or waived exit fees.”

In October 2024, the WAC’s Board voted to approve an update to the Bylaws

to reflect that the WAC operates under the laws of Texas and to attach the June 21,

2024 Commitment Agreement to the Bylaws as an addendum.

In March 2025, the Board voted to rescind the Commitment Agreement. UVU

abstained from the vote because its president was not in attendance.

D. UVU gave notice of its exit from the WAC.

On June 9, 2025, UVU gave the WAC written notice that it had “accepted an

invitation to join the Big West Conference effective July 1, 2026,” and that it was

withdrawing from the WAC effective June 30, 2026. The exit notice stated that it was

being filed before the notification date of June 30, 2025, and that it “therefore

complie[d] with the requirements set forth in Article II[,] Section 9 of the Bylaws.”

The exit notice further stated that “[g]iven UVU’s adherence to [the] WAC [B]ylaws

and the 2024 [C]ommitment [Agreement], UVU expect[ed] that the WAC w[ould] not

seek exit fees from UVU.”

The WAC’s commissioner confirmed in writing her receipt of UVU’s exit

notice and reminded UVU of the exit-fee requirement:

Article II, Section 9(a)(1) of the Bylaws . . . provides that a “Withdrawing

Member Institution” that provides “proper notification” shall pay the

WAC an exit fee of $1,000,000.00. The exit fee is due on or before

January 31, 2026. It is important to note, that UVU must still pay to the

WAC all other conference fees including yearly dues, assessments, or

other fees and payments through June 30, 2026.

The commissioner explained that the Commitment Agreement had been rescinded by

a Board vote on March 12, 2025.

UVU responded that it would not pay the exit fee. UVU explained that it had

relied on the Commitment Agreement; that it had remained in the WAC through June

30, 2026; and that it was therefore entitled to the Commitment Agreement’s promise

of a “planned orderly exit from the WAC, which would include reduced and/or

waived exit fees.” UVU further stated that the exit fee constituted an unreasonable

penalty.

E. The WAC filed suit in Texas, and UVU responded by filing a

special appearance.

Two days after the deadline lapsed for UVU to pay the exit fee, the WAC filed

suit. The WAC alleged a breach-of-contract cause of action for UVU’s failure to pay

the “contractually obligated exit fee . . . and other fees consistent with the law.” The

WAC also sought declaratory relief and requested the following declarations:

1. The Bylaws constitute a contract between a member institution,

UVU, and an athletic conference, the WAC.

2. In accordance with Article II, Section 9(a)(1) of the Bylaws, [UVU]

was required to pay the exit fee of $1,000,000.00 on or before January

31, 2026.

3. The exit fee set forth in Article II, Section 9(a)(1) of the Bylaws is not

a penalty.

4. The exit fee set forth in Article II, Section 9(a)(1) of the Bylaws is a

contractual obligation of [UVU].

5. [UVU] violated and/or breached Article II, Section 9(a)(1) of the

Bylaws.

6. In accordance with Article II, Section 9(a)(4)(i) of the Bylaws, [the

WAC] is entitled to withhold from [UVU] and retain all distributions

received, generated, deposited[,] or accrued from any source.

7. In accordance with Article II, Section 9(a)(4)(i) of the Bylaws, [UVU]

is not entitled to receive any distributions received, generated,

deposited[,] or accrued from any source.

8. The withholding and retention of all distributions received, generated,

[d]eposited[,] or accrued from any source is not a penalty.

9. In accordance with Article II, Section 6(a) of the Bylaws, [UVU] is no

longer a member institution in good standing as a result of a “violation

of the . . . payment requirements of Article II, Section 9.”

10. [UVU] is not a member in good standing of the WAC.

11. In accordance with Article II, Section 6(c) of the Bylaws, [UVU] is

“ineligible” to 1) “Receive any distribution of Conference revenues from

any contract, agreement[,] or source (including Conference NCAA

distributions)[”;] 2) “Attend, participate, observe[,] or vote in any Board

of Directors, Athletic Directors Committee[,] or any other Conference

governance meeting, or hold any Conference office[”;] 3) “Represent the

Conference in any NCAA or other non-Conference committee or other

forums[”;] 4) “Participate in Conference Championships or

Tournaments or represent the Conference in any NCAA

championships[”;] 5) “Appear on any Conference-sponsored television,

radio[,] or other media package[”;] and 6) “Have its student-athletes or

coaches be eligible for any Conference awards of any kind.”

12. [And UVU] violated and/or breached Article II, Section 6(a) of the

Bylaws.

UVU responded by filing a special appearance and, subject thereto, an original

answer. UVU argued that the trial court has no general personal jurisdiction over it

because as a public university in Utah it cannot be considered at home in Texas; that

the trial court has no specific personal jurisdiction over it because the WAC cannot

establish that UVU purposefully availed itself of conducting activities in Texas or that

the WAC’s cause of action arises out of specific purposeful activities of UVU in

Texas; and that exercising personal jurisdiction over it would offend the notions of

fair play and substantial justice. Specifically, UVU noted that the WAC’s pleaded

allegations—“there is jurisdiction over UVU in Texas because UVU is a member of

the WAC[;] participated in the governance and oversight of the WAC in Texas[;]

entered into a contract with the WAC[;] recruits athletes and employees in Texas[;]

and ‘conducts business activities’ in Texas, such as participation in athletic

competition”—were insufficient to create jurisdiction over UVU for multiple reasons.

The WAC then filed its first amended petition and set forth the following

jurisdictional facts, claiming that they “independently and collectively establish

minimum contacts and a substantial connection to the claims asserted”:

• UVU student-athletes and teams have competed in Texas at [sic]

223 times over the 12-year period it has been a member of the

WAC;

• Those 223 competitions span 543 days spent in the State of

Texas, amounting to 1 year, 5 months, and 24 days, or roughly the

equivalent of a year and a half, in Texas;

• Accordingly, UVU has spent about an eighth of its time as a

member of the WAC physically present in the State of Texas;

• UVU currently has seven (7) student-athletes from the State of

Texas and has had 45 such athletes since it joined the WAC.

Those athletes were recruited in Texas;

• UVU representatives have physically attended meetings of the

WAC Board of Directors in Texas;

• UVU representatives have remotely attended meetings of the

WAC Board of Directors and committees administered from

Texas;

• UVU representatives, such as the Athletic Director, President, and

Senior Woman Administrators, have engaged in continual

communications regarding WAC governance and operations

directed to WAC staff who are located in Texas;

• UVU President Astrid Tuminez seconded the motion to move the

WAC’s principal place of business to Texas;

 The relocation proposal presented to the Board of

Directors noted relocation would include bringing future

conference championship events to Arlington, Texas,

conducting Board of Directors meetings in Arlington,

Texas, and engaging in Arlington, Texas-centered

marketing for the new WAC headquarters;

• The June 3–4, 2024 Board of Directors in-person meeting at

which the Board members agreed to make a “statement of

commitment to the WAC for the next two years” took place in

Arlington, Texas;

• Since UVU joined the WAC, its representatives have served on

approximately [sic] numerous committees, many of which were

administered from Texas since October 2022;

• UVU was a member institution of the WAC and participated in

competition, governance, meetings, and oversight of the WAC in

Texas;

• Through the 2025–26 academic year, UVU will have competed

and participated in 223 events and competitions in Texas during

its membership;

• Through the 2025–26 academic year, UVU participated in events

and competitions in Texas spanning approximately 543 days;

• UVU, through its Board representative, attended WAC Board

meetings in Texas;

• UVU, through its representatives, attended WAC committee

meetings in Texas;

• UVU demanded that the WAC enforce the Bylaws as and against

withdrawing Texas institutions including Lamar University, Sam

Houston State University, Stephen F. Austin State University,

[and] University of Texas[] Rio Grande Valley[,] as well as other

universities including Grand Canyon University, Seattle

University, and New Mexico State University. In fact, when

Stephen F. Austin State University argued against paying the exit

fee under the same [B]ylaws, UVU’s President stated that Stephen

F. Austin State University lacked “integrity[”];

• UVU accepted distributions that would have otherwise gone to

withdrawing members from Texas;

• UVU recruited athletes and coaches in Texas;

• UVU contracted with the WAC, a Texas nonprofit corporation,

and principal place of business in Arlington, Texas;

• The meeting to discuss the “letter is to serve as a joint statement

from the WAC Board of Directors” dated June 21, 2024[,] was

discussed and introduced as a “blood oath” by UVU’s President

at a Board meeting in Arlington, Texas[,] on June 3–4, 2024;

• The WAC’s principal place of business since October 27, 2022[,]

and approved by the Board of the WAC on June 6, 2022[,] is

Texas;

• UVU’s President served as the Vice Chair of the Board of

Directors of the WAC during the 2021–22 academic year, Chair

of the Board of Directors of the WAC during the 2022–23

academic year, and Past Chair of the Board of Directors of the

WAC during the 2023–24 academic year, which indicates the last

two academic years in Texas; and

• UVU’s representatives, including President, Vice President,

Athletics Director, Senior Woman Administrator, Faculty

Athletics Representative, and student-athletes, served on,

including but not limited to, the Board, the Board Executive

Committee, Council, Athletic Directors Committee, Faculty

Athletic Representatives Committee, Compliance and

Governance Committee, Medical Advisory Committee, Sports

Management Committee, Academic Committee, Championships

Committee, Game Management Committee, Gender Equity and

Issues Committee, Ineligible Participation Committee, Legislation

Committee, Officiating Committee, Sponsorship Committee,

Academic Committee, Academic/Governance Committee,

Finance Committee, and Student-Athlete Advisory Committee

(also known as SAAC) that govern the WAC as set forth in the

Western Athletic Conference Bylaws and associated and additional

codes and policies.

UVU responded by filing its amended special appearance in which it reiterated

its arguments regarding why jurisdiction was not proper and relied on a specific

Bylaw, arguing that

Article [14], Section 2 of the WAC’s [B]ylaws—the very [B]ylaws that the

WAC purports to enforce in this litigation—make clear that UVU is not

subject to this [c]ourt’s jurisdiction merely because UVU participates in

the conference or approves of the conference’s corporate documents

(including the [B]ylaws):

By participating in the Conference and approving the

Conference’s corporate documents, those Member

Institutions that are state or federal governmental

agencies do not and shall not be deemed to, expressly or

impliedly, waive the sovereign immunity (including, but not

limited to, Eleventh Amendment immunity under the

United States Constitution) of their respective

governments,[2] and shall not be deemed to consent to

According to the WAC, “sovereign[-]immunity protection does not apply to

UVU because the Utah legislature [has] specifically waived the sovereign immunity of governmental entities in contract disputes. See Utah Code § 63G-7-301(1)(a).” UVU,

suit or to consent to the jurisdiction of the [S]tate of

Texas or any other state in which the Conference is

located or to the jurisdiction of their courts. [Emphases

added.]

UVU argued that “[t]he WAC would have th[e c]ourt ignore everything after the ‘and’

and render its clear language about ‘jurisdiction in the [S]tate of Texas’ meaningless, in

contravention of the law of contractual interpretation.”

The WAC filed a response to UVU’s amended special appearance. The WAC

relied heavily on UVU’s participation in athletic events and competitions in Texas,

reiterating its same list of alleged contacts. The WAC’s response states that “[t]his

case is about enforcing the [WAC Bylaws] consistently with the express language of

the Bylaws,” but it claims that the Bylaw that UVU relies on disclaims only consent to

jurisdiction and that the Bylaw “does not and cannot negate jurisdiction where, as

here, UVU’s own conduct establishes sufficient minimum contacts with Texas.”

F. UVU sought relief in Utah.

In addition to filing suit in Texas, the WAC announced that it would exclude

UVU’s teams and student-athletes from participating in the WAC’s spring conference

championships; immediately bar UVU’s teams from appearing on any WACsponsored television, radio, or other media broadcasts; and withhold conference

however, specifically stated in its amended special appearance that its “personal jurisdiction [argument] is not based on a claim that UVU is immune from suit in Texas.” Because we dispose of the appeal based on the emphasized portion of the Bylaw, we need not address the sovereign-immunity aspect of the Bylaw. See Tex. R. App. P. 47.1.

distributions that would have been payable to UVU. UVU responded by filing a suit

in Utah, in which it filed a motion for temporary restraining order and preliminary

injunction. The Utah court first granted a temporary restraining order against the

WAC and subsequently granted a preliminary injunction against the WAC requiring it

to reinstate UVU to all WAC-sponsored media broadcasts and to permit UVU teams

and student-athletes to continue to participate in WAC and NCAA post-season

tournaments and championships. The Utah court directed UVU to pay $1,000,000

into the court’s registry “during the dispute in th[at] litigation.” The Utah court noted

in its preliminary-injunction order that the WAC had filed a motion to dismiss or to

stay on grounds of forum non conveniens and comity principles in light of the WAC’s

pending suit against UVU in Texas. The Utah court stayed the suit “until there is a

determination by the Texas court about whether it is inclined to exercise jurisdiction”

but explained that it had granted the preliminary injunction to preserve the status quo.

G. The Texas court denied UVU’s special appearance.3

Back in Texas, the trial court held a hearing on UVU’s amended special

appearance, took the matter under advisement, and ultimately denied it. This appeal

followed.

The record also includes documents pertaining to a discovery dispute: the WAC’s combined motion to compel, requesting discovery sanctions, and motion to enter a confidentiality order. Because of the narrow focus of this opinion relating solely to the Bylaw in Article 14, Section 2, we need not delve into the discovery dispute.

III. Discussion and Analysis

In its sole issue, UVU argues that it is not subject to specific personal

jurisdiction in Texas for the WAC’s claims because the WAC’s jurisdictional theory is

premised entirely on UVU’s participation in the conference and because the WAC’s

Bylaws negate the WAC’s theory of jurisdiction.4 Based on the plain language of the

Bylaw at issue, we agree that UVU is not subject to personal jurisdiction in Texas and

that the trial court erred by denying UVU’s amended special appearance.

A. We set forth general applicable law and the standard of review.5

“[A personal-jurisdiction] analysis begins with some familiar boilerplate.” BRPRotax GmbH & Co. KG v. Shaik, 716 S.W.3d 98, 103 (Tex. 2025). “A court must have

personal jurisdiction over a defendant to issue a binding judgment.” LG Chem Am.,

Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex. 2023). Texas courts, specifically, exercise

personal jurisdiction over litigants by reference to the Texas long-arm statute and

federal constitutional due-process guarantees. See id.; see also Moncrief Oil Int’l Inc. v.

UVU notes that the WAC has not attempted to invoke general personal jurisdiction over UVU and that “[t]here is no reasonable argument that UVU (a university with its principal place of business in Utah that is also a body politic and corporate of the State of Utah) can be said to be ‘at home’ in Texas.” The WAC did not mention general jurisdiction in its brief. We therefore omit a general-jurisdiction analysis and focus solely on specific jurisdiction. See Tex. R. App. P. 47.1.

We borrow the standard of review and our explanation of the overarching structure of a personal-jurisdiction analysis from our recent opinion in Kane v. Global Legal Law Firm, No. 02-26-00110-CV, 2026 WL _________, at *__ (Tex. App.—Fort Worth Oct. 8, 2026, no pet. h.), which also involved a special appearance, and we set forth that citation here once to avoid repetition.

OAO Gazprom, 414 S.W.3d 142, 149 (Tex. 2013) (quoting Moki Mac River Expeditions v.

Drugg, 221 S.W.3d 569, 574 (Tex. 2007)).

A party asserting personal jurisdiction over a defendant bears an initial burden

tied to concomitant requirements:

Texas courts may exercise personal jurisdiction over a nonresident if

“(1) the Texas long-arm statute authorizes the exercise of jurisdiction,

and (2) the exercise of jurisdiction is consistent with federal and state

constitutional due-process guarantees.” Moki Mac . . . , 221 S.W.3d [at]

574 . . . . Under the Texas long-arm statute, the plaintiff bears the initial

burden of pleading allegations sufficient to confer jurisdiction. Retamco

Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009).

Moncrief Oil, 414 S.W.3d at 149. Should “the initial burden [be] met, the burden shifts

to the defendant to negate all potential bases for personal jurisdiction the plaintiff

ple[ade]d.” Id. (citing Retamco, 278 S.W.3d at 337).

“The ultimate question of whether a court has personal jurisdiction over a

nonresident defendant is a question of law [that] we review de novo.” Id. at 150. If

the trial court does not issue findings of fact and conclusions of law in determining a

personal-jurisdiction challenge,6 we infer all relevant facts necessary to support the

judgment that are supported by evidence.” Id. But when jurisdictional facts are

undisputed, it is a question of law as to whether those facts establish jurisdiction; the

reviewing court “need not consider any implied findings of fact” and must consider

The record reflects that no findings of fact or conclusions of law were requested.

only the legal question of whether the undisputed facts establish Texas’s jurisdiction.

Old Republic Nat’l Title Ins. v. Bell, 549 S.W.3d 550, 558 (Tex. 2018).

B. We explain the overarching structure and constitutional

underpinnings of a personal-jurisdiction analysis.

In setting the stage for a jurisdictional analysis, the Texas Supreme Court

recently explained the federal due-process principles that govern the personaljurisdiction analysis:

Adhering to the U.S. Supreme Court’s precedents, our primary concern

in personal-jurisdiction cases is “the constitutional right to due process.”

LG Chem, 670 S.W.3d at 346 (citing U.S. Const. amend. XIV, § 1); cf.

Retamco Operating . . . , 278 S.W.3d [at] 337 . . . . [When applying the

federal due-process analysis, w]e walk the path initially charted by

International Shoe Co. v. Washington, in which the U.S. Supreme Court held

that the exercise of personal jurisdiction is proper where the nonresident

defendant has “certain minimum contacts” with the forum state “such

that the maintenance of the suit” against it “does not offend ‘traditional

notions of fair play and substantial justice.’” 326 U.S. 310, 316, 66 S. Ct.

154, [158] (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S. Ct.

339, [343] (1940)).

. . . [The plaintiffs] contend . . . that Texas courts may exercise

[only] specific personal jurisdiction, which “covers defendants less

intimately connected with a State, but only as to a narrower class of

claims” than general jurisdiction would allow. Id. at 359, 141 S. Ct. [at

1025]. For Texas courts to do so here, the evidence must satisfy a wellestablished two-prong test. See LG Chem, 670 S.W.3d at 347. First, [the

defendant] must have taken “some act by which [it] purposefully

avail[ed] itself of the privilege of conducting activities within [Texas],

thus invoking the benefits and protections of its laws.” Hanson v.

Denckla, 357 U.S. 235, 253, 78 S. Ct. 1228, [1240] (1958). Second, the

claims must “arise out of or relate to” [the defendants’] Texas-focused

activities. Ford[ Motor Co. v. Mont. Eighth Jud. Dist. Ct.], 592 U.S. [351,]

359, 141 S. Ct. 1017[, 1025 (2021)] (quoting Bristol-Myers Squibb Co. v.

Super. Ct. of Cal., 582 U.S. 255, 262, 137 S. Ct. 1773, [1780] (2017)).

Shaik, 716 S.W.3d at 103–04.

As noted, the first governing principle of a specific-jurisdiction analysis is

whether a defendant has purposefully availed itself of a relationship with Texas. Once

more, the supreme court recently outlined the guideposts for determining when a

defendant has acted with that necessary purpose:

“The ‘touchstone of jurisdictional due process’ is ‘purposeful

availment.’” “At its core, the purposeful[-]availment analysis . . .

determine[s] whether a nonresident’s conduct and connection to a forum

are such that it could reasonably anticipate being haled into court there.”

Whether a nonresident defendant has “purposefully availed itself of the

privilege of conducting activities in Texas” is guided by three

considerations:

• “[O]nly the defendant’s contacts with the forum are relevant,

not the unilateral activity of another party or a third person”;

• “The contacts relied upon must be purposeful,” not “random,

fortuitous, or attenuated”; and

• The defendant “must seek some benefit, advantage[,] or profit

by availing itself of [Texas’s] jurisdiction.”

“This analysis assesses the quality and nature of the contacts, not the

quantity.”

State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 413–14 (Tex. 2023) (footnotes

and citations omitted).

Though somewhat overlapping with the principles that govern the question of

purposeful availment, the relatedness requirement of specific jurisdiction is also

closely circumscribed:

“The ‘arise from or relate to’ requirement lies at the heart of specific

jurisdiction by defining the required nexus between the nonresident

defendant, the litigation, and the forum.” Moki Mac . . . , 221 S.W.3d at

579. “[F]or a nonresident defendant’s forum contacts to support an

exercise of specific jurisdiction, there must be a substantial connection

between those contacts and the operative facts of the litigation.” Id. at

585. Thus, “the relationship must arise out of contacts that the

‘defendant himself’ creates with the forum State,” and the “analysis

looks to the defendant’s contacts with the forum State itself, not the

defendant’s contacts with persons who reside there.” Walden v. Fiore, 571

U.S. 277, 284–85, 134 S. Ct. 1115, [1122] (2014). “[A] defendant’s

relationship with a plaintiff or third party, standing alone, is an

insufficient basis for jurisdiction.” Id. at 286, 134 S. Ct. [at 1123]. “Due

process requires that a defendant be haled into court in a forum State

based on his own affiliation with the State, not based on the ‘random,

fortuitous, or attenuated’ contacts he makes by interacting with other

persons affiliated with the State.” Id.

Little & Gorgeous, Inc. v. Wild Tribe Screen Prints, LLC, 717 S.W.3d 36, 45–46 (Tex.

App.—San Antonio 2025, pet. denied).

Specific jurisdiction requires us to analyze jurisdictional contacts on a claim-byclaim basis. See, e.g., Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 660 (Tex. 2010)

(separately analyzing jurisdictional contacts for fraud and trust-fund claims to

determine specific jurisdiction). But a court need not assess contacts on a claim-byclaim basis if all claims arise from the same forum contacts, such as they do here. See

Moncrief Oil, 414 S.W.3d at 151.

C. We set forth the rules for construing bylaws.

Because the crux of this case turns on the interpretation of a bylaw, we borrow

from an opinion from the El Paso Court of Appeals summarizing the rules for

construing bylaws:

In construing . . . bylaws, we apply the rules that govern the

interpretation of contracts. We attempt to harmonize and give effect to

every provision[,] and we presume that the parties intended to impose

reasonable terms. Accordingly, an interpretation that gives a reasonable

meaning to all parts is preferred over one that leaves a portion useless,

insignificant, or “achieves a weird and whimsical result.” . . .

If a bylaw is written so that it can be given a definite

interpretation, it is not ambiguous[,] and the court will construe it as a

matter of law. Not every difference in interpretation amounts to an

ambiguity; mere disagreement over the meaning of a provision does not

make the terms ambiguous.

In re Aguilar, 344 S.W.3d 41, 49–50 (Tex. App.—El Paso 2011, orig. proceeding)

(citations omitted). The Texas Supreme Court has recently clarified,

Although we’ve said that our primary goal in contract construction is to

“ascertain the true intentions of the parties,” e.g., Italian Cowboy Partners,

Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 333 (Tex. 2011), this

“intent” is a bit of a legal fiction. We’re really looking for something

objective, not subjective—hence our careful attention to the text of the

contract itself.

Equinor Energy LP v. Lindale Pipeline, LLC, 731 S.W.3d 324, 327 (Tex. 2026).

D. We conclude that the unambiguous language of the Bylaw reveals

that the trial court erred by denying UVU’s special appearance.

We begin by again setting forth the Bylaw that is at issue:

By participating in the Conference and approving the Conference’s

corporate documents, those Member Institutions that are state or

federal governmental agencies do not and shall not be deemed to,

expressly or impliedly, waive the sovereign immunity (including, but not

limited to, Eleventh Amendment immunity under the United States

Constitution) of their respective governments, and shall not be deemed

to consent to suit or to consent to the jurisdiction of the [S]tate of

Texas or any other state in which the Conference is located or to

the jurisdiction of their courts. [Emphases added.]

The WAC does not dispute the definition of any particular word or phrase in the

statute, 7 so we do not parse out the words used but instead view the provision as a

whole. The Bylaw is written in such a way that it can be given a definite interpretation

and is therefore not ambiguous. Using the plain meaning of the words as written and

viewing the provision as a whole, it is clear that the Bylaw both (1) preserves

sovereign-immunity protections that are available to governmental member

institutions8 and (2) makes clear that conference participation and approval of

conference documents will not operate as a governmental member institution’s consent

to suit or as its consent to the jurisdiction of Texas or to its courts. At its core, the

parties agreed that UVU could participate in conference activities without subjecting

itself to the jurisdiction of Texas or Texas courts based on such participation.

The WAC stated in its response to UVU’s amended special appearance that

“[t]his case is about enforcing the [WAC Bylaws] consistently with the express

language of the Bylaws,” but then the WAC ignores its stated premise and

extrapolates its own meaning of the unambiguous provision in Article 14, Section 2.9

In particular, the WAC does not dispute that UVU is a state agency.

As noted above, UVU’s special appearance does not rely on sovereign

immunity as a ground to avoid jurisdiction.

The WAC claims that it has “full authority to interpret and administer [its]

Bylaws” because “Texas courts consistently hold that members subject themselves to the organization’s reasonable interpretation and administration of its bylaws and will not interfere absent unreasonableness or illegality.” See Stevens v. Anatolian Shepherd Dog Club of Am., Inc., 231 S.W.3d 71, 74–75 (Tex. App.—Houston [14th Dist.] 2007,

The WAC couches the Bylaw as a sovereign-immunity-preservation provision and

states that it is not a forum-selection clause.10 But as to the latter portion of the

Bylaw, the WAC contends that the Bylaw does not address UVU’s extensive Texas

contacts giving rise to the claims asserted in this lawsuit; that UVU improperly

conflates consent-based jurisdiction with minimum-contacts jurisdiction; that the

constitutional minimum-contacts analysis exists independently of consent; and that

pet. denied) (stating that “[s]o long as the governing bodies do not . . . transgress the bounds of reason, common sense, fairness, do not contravene public policy, or the laws of the land in such interpretation and administration[ of their rules], the courts cannot interfere”). As discussed more fully below, because we conclude that the WAC’s interpretation of the Bylaw ignores the plain language, we deem it proper to “interfere.” Cf. IRA Res., Inc. v. Griego, 221 S.W.3d 592, 597 (Tex. 2007) (stating that “[i]t would be disingenuous for [appellee] to claim that [appellant’s] liability . . . arises from or relates to actions in Texas . . . and then ignore the substance of [a holdharmless] agreement when arguing for personal jurisdiction”). Moreover, because bylaws are construed like contracts, a party’s interpretation of a bylaw is irrelevant when the meaning of the bylaw is plain on its face. See GTE Mobilnet of S. Tex. Ltd. P’ship v. Telecell Cellular, Inc., 955 S.W.2d 286, 289 (Tex. App.—Houston [1st Dist.] 1997, pet. denied) (op. on reh’g) (“A court errs if it looks to how the parties interpreted the contract when the meaning of the contract is clear from its language.”); see also Sun Oil Co. v. Madeley, 626 S.W.2d 726, 732 (Tex. 1981). And furthermore, the WAC has cited no case stating that a court is forbidden from interpreting a bylaw that is relevant to the court’s determination of whether it has personal jurisdiction over a party.

Both parties agree that the Bylaws do not contain a forum-selection clause. We concur in that assessment. In essence, we have the opposite of a forum-selection clause: The specific Bylaw that is at issue does not set forth the state in which the parties have agreed that jurisdiction is proper but rather specifies a broad category of events that do not constitute consent to jurisdiction in Texas. The gist of the Bylaw at issue appears to be in the nature of a forum-deselection clause, specifically removing Texas as a jurisdiction in which a state governmental agency can be sued when the jurisdictional facts alleged constitute conference participation or approval of conference documents.

even if the Bylaw at issue “completely foreclosed consent-based jurisdiction, it would

not eliminate jurisdiction independently established through minimum contacts.” The

WAC’s argument completely ignores the plain language of the Bylaw that not only

removes Texas as a forum based on conference participation or conference document

approval but also cancels out any minimum contacts that are related to the same.

As UVU explained in its brief, even assuming that the jurisdictional facts that

the WAC relies on are true, 11 they cannot, as a matter of law, give rise to personal

jurisdiction over UVU in Texas courts due to the Bylaw. UVU argues that the WAC’s

jurisdictional theory is premised entirely on UVU’s participation in the conference and

that the Bylaw negates the WAC’s jurisdictional theory. UVU sorted the WAC’s

bullet-point list of jurisdictional facts into three categories: (1) UVU participated in

the governance and oversight of the WAC in Texas, including by participating in

meetings in Texas; (2) UVU participated in athletic competitions in Texas; and

(3) UVU recruited athletes and coaches from Texas. But as aptly noted by UVU, the

Bylaw at issue “expressly provide[s] that UVU’s participation in the conference will

not be considered consent to jurisdiction in Texas”; therefore, “[t]his provision

precludes any finding that UVU has purposefully availed itself of conducting activities

in Texas in a way that subjects it to personal jurisdiction in Texas.” Viewing the

For purposes of our analysis, we make this assumption even though it is unclear how some of the alleged jurisdictional facts—e.g., UVU demanded that the WAC enforce the Bylaws against other withdrawing member institutions and the WAC maintains its principal place of business is in Texas—constitute a UVU contact with Texas.

Bylaw provision as a whole, we conclude that UVU’s interpretation is correct and that

the WAC’s interpretation would render the latter portion of the Bylaw useless. Cf.

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S. Ct. 559, 567 (1980)

(“The Due Process Clause . . . gives a degree of predictability to the legal system that

allows potential defendants to structure their primary conduct with some minimum

assurance as to where that conduct will and will not render them liable to suit.”); Am.

Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801, 808 (Tex. 2002).

Nowhere in its brief or in its response to UVU’s amended special appearance

does the WAC attempt to establish that UVU had contacts with Texas other than

those related to its participation in the conference out of which the dispute arose.12

Moreover, the Bylaw is written in such a way that it is difficult to come up with

contacts that would not involve conference participation but that would be

substantially connected to the operative facts of the litigation. This also supports the

conclusion that the parties agreed via this Bylaw that a state governmental entity like

UVU would not be haled into Texas for disputes arising from or related to

participating in the conference.

The Texas Supreme Court has repeatedly emphasized that the “principle of

freedom of contract requires us to recognize that sophisticated parties have broad latitude

We note that the trial court specifically asked the WAC’s attorney, “Of all of those key jurisdictional facts and substantial contacts, is it your position that they all fall outside of the [B]ylaw . . . ?” The attorney responded that he was “going to go through that in great detail here in a minute” but never did so.

in defining the terms of their business relationship, and courts are obliged to enforce the

parties’ bargain according to its terms.” Equinor Energy, 731 S.W.3d at 330 (citing Sundown

Energy LP v. HJSA No. 3, L.P., 622 S.W.3d 884, 889 (Tex. 2021)). If the WAC wanted

disputes related to the conference to be decided in Texas, then it was free to negotiate

this language in the Bylaws. It did not do so. The WAC instead agreed to exclude

activities related to the conference and the signing of the conference documents as

constituting Texas contacts. Accordingly, the WAC’s alleged contacts, which relate to

conference activities and to signing conference documents, are legally insufficient to meet

the minimum-contacts requirement to hale UVU into a Texas court.13

We agree with UVU’s reply-brief statement that “the WAC’s reliance on outof-state cases is unavailing.” To the extent that the WAC cites cases in which courts decided conference-exit disputes in the jurisdiction where the conference is based, the WAC has not shown, and we have not found, that those cases dealt with the jurisdictional Bylaw at issue here. See Atl. Coast Conf. v. Clemson Univ., 2024 WL 3359498, at *4, *7–10 (N.C. Super. Ct. July 10, 2024) (concluding that university based in South Carolina had waived its sovereign immunity and was subject to suit in North Carolina where the conference was based due to the university’s commercial activities in North Carolina while knowing it was subject to the Uniform Unincorporated Nonprofit Association Act that governed the conference and that contained a sueand-be-sued clause); Atl. Coast Conf. v. Bd. of Trs. of Fla. State Univ., 2024 WL 1462914, at *1, *3, *15–16 (N.C. Super. Ct. Apr. 4, 2024) (reaching the same conclusion as to a university’s board that was based in Florida but had engaged in commercial activities in North Carolina where the conference was based); Atl. Coast Conf. v. Univ. of Md., 751 S.E.2d 612, 621 (N.C. Ct. App. 2013) (affirming, based on North Carolina’s public policy, the trial court’s refusal to extend comity to Florida State University’s board of trustees’ claim of sovereign immunity in North Carolina courts), abrogated by Farmer v. Troy Univ., 879 S.E.2d 124, 126 (N.C. 2022); Big E. Conf. v. W. Va. Univ., 2011 R.I. Super. LEXIS 164, at *1, *13–14, *24 (R.I. Super. Ct. Dec. 27, 2011) (finding personal jurisdiction over West Virginia University after interpreting the Rhode Island Long Arm to the fullest extent consistent with the Constitution and considering that the university did not contest that it had sufficient minimum contacts

Because minimum contacts independent of conference participation or

document signing have not been established, we need not “consider whether, for

other reasons, exercising jurisdiction over the nonresident defendant would

nevertheless run afoul of ‘traditional notions of fair play and substantial justice.’”

Volkswagen Aktiengesellschaft, 669 S.W.3d at 432 (first quoting Luciano v.

SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 18 (Tex. 2021); and then quoting Int’l Shoe,

326 U.S. at 316, 66 S. Ct. at 158); see Tex. R. App. P. 47.1.

Accordingly, we sustain UVU’s sole issue.

IV. Conclusion

Having sustained UVU’s sole issue, we reverse the trial court’s “Order Denying

Defendant’s Amended Special Appearance” and render judgment dismissing the

WAC’s claims against UVU for want of personal jurisdiction.

/s/ Dabney Bassel

Dabney Bassel

Justice

Delivered: October 15, 2026

to be subject to personal jurisdiction in Rhode Island, and further concluding that the university had failed to point to any agreement requiring Rhode Island to enforce West Virginia’s sovereign immunity under principles of comity). Moreover, we make no comment on the merits of this case as only the jurisdictional issue is before us in this interlocutory appeal.

Utah Valley University v. Western Athletic Conference, Inc.

Authorities cited

Opinion · public domain