## Facts

- Eulalia Mayorga and Emma Trejo, Texas residents, traveled on a bus operated in Mexico by Transportes Del Norte, S.A. (TDN), a Mexican bus company.
- The trip arose from tickets purchased in Texas through Trailways, Inc., a Texas bus company that sold tickets for connecting carriers under an interlining/through-ticketing arrangement.
- In Mexico, the TDN bus left the roadway and overturned, killing Mayorga and Trejo.
- The survivors and estate representatives sued TDN and Trailways in Texas state court for wrongful-death and survival damages.
- Plaintiffs alleged TDN’s driver was negligent and sought to hold Trailways responsible on theories tied to the ticket sale and business relationship (including agency/undisclosed-principal concepts, implied contract, alter ego/disregard of corporate form, and joint venture).
- A jury found TDN negligent and awarded damages to the plaintiffs.
- The trial court applied Texas substantive law to damages and entered judgment against both TDN and Trailways; Trailways’ liability was not based on a jury finding establishing the necessary factual predicates for the asserted vicarious or contractual theories.
- The appeal at 794 S.W.2d 479 was decided on remand after the Supreme Court of Texas sent the case back for consideration of remaining points of error.

## Issues

1. Whether Texas or Mexican law governed the measure of wrongful-death and survival damages for a crash occurring in Mexico involving Texas decedents and Texas plaintiffs.
2. Whether the trial court committed reversible error in admitting evidence bearing on negligence and damages, including opinion testimony from the Mexican federal police investigator and photographic/other proof offered on pre-death pain and suffering.
3. Whether the evidence and submissions supported imposing liability on Trailways for TDN’s negligence under agency/undisclosed-principal or implied-contract theories arising from the ticket sale.
4. Whether Trailways could be held liable based on alter ego/disregard of corporate separateness or a joint venture with TDN.
5. Whether the trial court erred by imposing Trailways’ liability without the necessary jury findings on disputed liability facts.

## Decision

- The court held Texas had the most significant relationship to the parties and the dispute over damages and therefore affirmed the use of Texas law for wrongful-death and survival damages.
- The court rejected TDN’s remaining complaints about the admission of evidence, including allowing the investigating Mexican federal police officer to offer opinion testimony and admitting evidence relevant to pre-death pain and suffering.
- The court reversed the judgment against Trailways and rendered that plaintiffs take nothing against Trailways, concluding the record and jury findings did not support imposing liability on Trailways under the theories presented and the trial court could not supply missing factual findings to create liability.
- The court affirmed the remainder of the judgment, leaving intact the plaintiffs’ recovery against TDN.
- The court overruled plaintiffs’ cross-points, including challenges tied to late alter-ego pleading efforts, requested submission of a joint-venture question, and complaints about particular damage findings.

## Legal Principles

- In a conflict-of-laws dispute over damages, Texas courts apply the “most significant relationship” test; Texas law may govern damages for an out-of-country accident when Texas has stronger connections through the parties and the transaction.
- An agent’s contractual liability on an undisclosed-principal theory depends on facts showing the agent failed to disclose both its representative capacity and the principal’s identity at the time of contracting; imposing such liability generally requires supporting fact findings rather than post-verdict judicial fact determination.
- Corporate separateness is respected absent proof justifying disregard of the corporate form; common branding, shared officers, or shared facilities alone does not establish alter ego.
- A joint venture requires proof of recognized elements (including shared control and agreements to share profits and losses); an interlining/through-ticketing relationship by itself does not establish a joint venture.
- Trial courts have discretion over admission of opinion testimony and graphic or sensitive evidence when it is tied to disputed issues such as causation, speed, severity of impact, and pre-death pain and suffering, and when its probative value is not substantially outweighed by unfair prejudice.

## Conclusion

The court affirmed liability and damages against TDN and upheld applying Texas damages law despite the crash occurring in Mexico, but it reversed and rendered judgment for Trailways because the theories offered to shift TDN’s negligence to Trailways lacked the required evidentiary and jury-found factual bases, and the trial court could not impose Trailways’ responsibility through its own findings after the verdict.


Trailways, Inc. v. Clark, 794 S.W.2d 479 (1990)