The Personal Jurisdiction Case With Everything
May 28, 2025
In one of my favorite moves, The Princess Bride, the grandfather describes the story as having everything: “Fencing! Fighting! Revenge! Giants! Chases! Escapes! True love! Miracles!” This scene popped into my head when I was reading a recent decision by the Court of Appeals of Texas (Fourteenth District). That opinion, Certain Underwriters at Lloyd’s London v. Henry Vogt Machine Company, is a case about personal jurisdiction that also has everything: Registration statutes! Forum selection clauses! Specific jurisdiction! General jurisdiction!
In this post, I seek to distill this sprawling decision to its essential elements. I first recount the facts and procedural history of the case. I then walk through the court’s analysis of the (many) possible bases for the assertion of personal jurisdiction over the (many) defendants.
Facts and Procedural History
The plaintiff, the Trustee for a bankrupt company incorporated and headquartered in Kentucky known as Henry Vogt Machine Company (“Vogt”), sued thirty-three Lloyd’s of London syndicates, five London Market Companies, and nine American insurers in Texas state court. The Trustee brought a declaratory judgment action seeking nonmonetary, declaratory relief regarding seventy-four insurance policies issued between 1967 and 2014 with respect to Vogt’s asbestos liability. The defendants moved to dismiss for lack of personal jurisdiction.
Registration Statute
The plaintiff first argued that those defendants who were registered to do business in Texas were subject to general personal jurisdiction there by operation of a state registration statute. The court rejected this argument. It held that “a foreign entity’s registration to do business in Texas under chapter 9 does not constitute an express or implied consent by the entity to the exercise of personal jurisdiction over the foreign entity in any case.”
In so holding, the court distinguished the Texas registration statute from the Pennsylvania registration statute at issue in the Supreme Court’s recent decision in Mallory v. Norfolk Southern Railway Company. The Pennsylvania statute made clear that “‘qualification as a foreign corporation’ shall permit [Pennsylvania] courts to ‘exercise general personal jurisdiction’ over a registered foreign corporation, just as they can over domestic corporations.” No similar intent was conveyed in the Texas statute. Accordingly, the court concluded that this statute did not subject the registrants to general jurisdiction in Texas.
Forum Selection Clause
The policies issued by some of the foreign defendants contained service-of-suit clauses whereby the insurers “expressly waived their right to contest personal jurisdiction in any court chosen by the plaintiff anywhere in the United States.” The policy issued by the London Market Insurers, for example, contained the following language:
It is agreed that in the event of the failure of Underwriters hereon to pay any amount claimed to be due hereunder, Underwriters hereon, at the request of the Assured, will submit to the jurisdiction of any Court of competent jurisdiction within the United States and will comply with all requirements necessary to give such Court jurisdiction and all matters arising hereunder shall be determined in accordance with the law and practice of such Court (emphasis added).
The defendant argued that this service-of-suit clause had never been triggered because there had been no “failure . . . to pay any amount claimed to be due.” The court disagreed. It observed that the plaintiff had alleged, first, that the Insurers were obligated under their respective insurance policies to reimburse Vogt, and, second, that they had failed to do so fully. This pleading was, in the court’s view, sufficient to trigger the clause and to waive these insurers’ right to contest personal jurisdiction.
Specific Jurisdiction
The court next considered whether it had specific jurisdiction over the defendants whose policies lacked service-of-suit clauses. The Texas long-arm statute authorizes the state’s courts to assert jurisdiction to the extent permitted by the Due Process Clause of the Fourteenth Amendment. The court observed that personal jurisdiction over a nonresident defendant was proper when two conditions were met: (1) the defendant had established minimum contacts with the forum state by “purposefully availing” itself of the privilege of conducting activities in the forum state, and (2) the exercise of personal jurisdiction comported with traditional notions of fair play and substantial justice.
With respect to the claims relating to third-party lawsuits brought in Texas against Vogt, the court held that the assertion of specific jurisdiction over the insurance companies was proper. It reasoned that the policies issued by these defendants “allegedly provide coverage for third-party liability occurring anywhere in the United States.” It then concluded that each of these defendants could “reasonably anticipate the significant risk that Vogt would become involved in disputes and litigation in Texas” and could therefore also “anticipate the significant risk that an insurance coverage dispute or question with Vogt would arise in Texas concerning litigation in Texas.” The court observed that these claims were based on the insurers’ failure to “defend Vogt in the Texas Lawsuits, to indemnify Vogt as to the Texas Lawsuits, and to reimburse Vogt for amounts paid in respect of the Texas Lawsuits.” The court also stated that subjecting the defendants to specific jurisdiction in Texas would not offend traditional notions of fair play and substantial justice. Accordingly, the court held that these defendants were subject to specific jurisdiction in Texas with respect to the Texas claims.
With respect to the claims relating to third-party lawsuits brought outside of Texas against Vogt, by contrast, the court held that there was no specific jurisdiction. It concluded that there was no substantial connection between the insurers’ purposeful contacts with Texas and the operative facts of the claims relating to the non-Texas suits.
General Jurisdiction
The plaintiff also argued that four of the insurers were subject to general jurisdiction in Texas. These four defendants countered that, as corporations, they were only subject to general jurisdiction in the state where they were headquartered or incorporated.
The trial court sided with the plaintiff. It held that this was an “exceptional case” of the kind referenced in Daimler AG v. Bauman where an out-of-state corporation was subject to general jurisdiction in a state where it was neither headquartered or incorporated by virtue of the fact that its operations there were so substantial and of such a nature as to render it at home. In support of this conclusion, the trial court pointed to the following facts:
- All of the defendants regularly brought and defended lawsuits in Texas.
- All of the defendants had earned tens of millions or, in some cases, hundreds of millions of dollars in premiums from Texas in 2022.
- These premiums ranged from 5.6% to 10.1% of the total premiums earned by the insurers in 2022.
The appellate court reversed. It held that none of these facts were sufficient to establish general jurisdiction over the defendants. In so deciding, it expressly rejected the trial court’s conclusion that this was an “exceptional case” of the sort referenced in the Daimler decision.
Conclusion
I began this post with a reference to The Princess Bride. It therefore seems appropriate to conclude it with a reference to another film that captures the sprawling nature of this case—Everything, Everywhere, All At Once. The official synopsis of that film reads:
When an interdimensional rupture unravels reality, an unlikely hero must channel her newfound powers to fight bizarre and bewildering dangers from the multiverse as the fate of the world hangs in the balance.
This synopsis can easily be adapted to apply to Certain Underwriters at Lloyd’s London v. Henry Vogt Machine Company:
When a vast number of defendant insurance companies argued that the court lacked personal jurisdiction, an unlikely hero—the Texas Court of Appeals—had to channel its powers to resolve a slew of bewildering doctrinal questions as the fate of the motion to dismiss hung in the balance.
If you’re interested in the ever-evolving law of personal jurisdiction in the United States, I would encourage you to read the full opinion. It has everything.