## Facts

- Xtra Lease LLC (Xtra) entered into an equipment-lease agreement in 2012 with Genesis Express, Inc./Ltd. (Express) for trailer equipment.
- The lease included a forum-selection/jurisdiction clause submitting disputes to a Missouri state court (Circuit Court of St. Louis County, Missouri).
- In 2013, Xtra sued Express in Missouri for breach of the lease and also sued Genesis Truckyard, LLC (Truckyard), alleging Truckyard was liable under a successor-liability / “mere continuation” theory.
- Express was owned and operated by Thomas Ondari, and Truckyard was owned and operated by Beatrice Ogango, Ondari’s wife.
- Around the time Express stopped doing business, Truckyard began doing business.
- Xtra pointed to similarities between the companies, including a similar business model, operations involving the same people, and operations from the same location in a building owned by Ondari.
- Truckyard did not sign the lease with Xtra and did not lease equipment from Xtra or possess Xtra’s leased equipment.
- Truckyard did not purchase or otherwise acquire Express’s assets.
- The Missouri court entered a default judgment against Truckyard (and Express) after Truckyard did not appear.
- Xtra filed the Missouri default judgment in Texas under the Uniform Enforcement of Foreign Judgments Act (UEFJA), and the Texas court initially domesticated it.
- Truckyard moved to vacate domestication, arguing the Missouri court lacked personal jurisdiction because Truckyard had no Missouri contacts and Xtra’s only jurisdictional theory depended on unproven successor liability.
- After an evidentiary hearing, the Texas trial court vacated enforcement of the Missouri judgment against Truckyard; Xtra appealed.

## Issues

1. Whether the Texas trial court erred by vacating domestication of the Missouri default judgment on the ground that Missouri lacked personal jurisdiction over Truckyard.
2. Whether Truckyard could be treated as Express’s successor (or “mere continuation”) so that Express’s Missouri forum-selection/jurisdiction clause could be applied to Truckyard.

## Decision

- The court of appeals affirmed the Texas trial court’s order vacating domestication as to Truckyard.
- A sister-state judgment domesticated under the UEFJA is presumed valid, but it may be attacked by showing the rendering court lacked personal jurisdiction consistent with due process.
- Truckyard was not shown to be a successor or continuation of Express because Truckyard did not acquire Express’s assets, and the record supported the trial court’s findings that no asset purchase or transfer occurred.
- Because successor status was not proven, Truckyard was not bound by Express’s lease-based submission to Missouri jurisdiction.
- Truckyard had no independent minimum contacts with Missouri, so Missouri could not exercise personal jurisdiction over it.
- As the Missouri court lacked personal jurisdiction over Truckyard, Texas was not required to give full faith and credit to the Missouri default judgment against Truckyard, and vacatur of domestication was within the trial court’s discretion.

## Legal Principles

- Under Texas’s UEFJA, filing an authenticated foreign judgment creates a Texas judgment that is presumed valid, but the judgment debtor may seek relief by proving a defect such as lack of personal jurisdiction in the rendering state.
- Full faith and credit does not require enforcement of a sister-state judgment entered without personal jurisdiction that satisfies due process.
- Personal jurisdiction requires minimum contacts by the defendant with the forum state, unless a recognized legal basis permits attribution of another party’s contacts or consent.
- A forum-selection/jurisdiction clause binds the contracting parties; a non-signatory is bound only if a valid doctrine applies (such as proven successor liability).
- Successor liability (including “mere continuation” theories) generally requires an acquisition or transfer of assets (or another recognized exception); operating similarly, sharing personnel, or starting business after another closes, without an asset acquisition, is not enough.

## Conclusion

The Texas Court of Appeals affirmed vacatur of a domesticated Missouri default judgment against an alleged successor entity because the record supported the trial court’s finding that Truckyard did not acquire Express’s assets and thus was not Express’s successor or continuation; without successor status and without its own Missouri contacts, Truckyard was not subject to Missouri personal jurisdiction, so Texas was not required to enforce the Missouri judgment against it.


Xtra Lease LLC v. Genesis Truckyard, LLC, 2014 WL 6997326 (2014)