BMC Software Belgium, NV v. Marchand

Justice BAKER delivered the opinion of the Court.

This is an interlocutory appeal from the denial of a foreign corporation’s special appearance. A divided court of appeals affirmed the trial court’s ruling. 80 S.W.3d 52. We conclude that the foreign corporation’s contacts with Texas are insufficient to create either specific or general jurisdiction. We also conclude that the trial court did not abuse its discretion in denying the plaintiffs motion to continue the special appearance hearing. We therefore reverse the court of appeals’ judgment and render judgment dismissing the plaintiffs claims against the foreign corporation for want of jurisdiction. [*793] I.BACKGROUND Michel Marchand, a Belgian citizen, was employed by Platinum Technologies in Belgium. In March 1996, Marchand began negotiating with Gerd Ordelheide and Adri Kok for employment with BMC Software Belgium, N.V. (BMCB). Ordelheide and Kok were directors of BMCB, a wholly-owned subsidiary of BMC Software, Inc. (BMCS), a Delaware corporation headquartered in Houston.

On March 29, 1996, Marchand and BMCB signed a letter agreement outlining the terms of Marehand’s employment with BMCB, including the offer of options to purchase 20,000 shares of BMCS stock. The agreement did not specify when the options would be granted or when Mar-chand could exercise them. The letter agreement also referenced a “management agreement” that Marchand had apparently presented to BMCB. On June 13, 1996, BMCB and Marchand executed the management agreement between BMCB and a company called Procurement, N.V., of which Marchand was the sole officer and director. The record shows that Mar-chand asked BMCB to hire Procurement as a management company so that Mar-chand could work for Procurement as an independent contractor rather than directly for BMCB. Apparently, this arrangement enabled Marchand to reduce his Belgian tax liability. The management agreement was in German, and it stated that Belgian law applies and the court at Brussels had exclusive jurisdiction.