Opinion
05-23-00011-CV
01-24-2024
BEN MCMILLAN, ANDREW SWAN, DAVID BENJAMIN JACOBSON, IDX GLOBAL, LLC, AND IDX DIGITAL ASSETS, LLC, Appellants v. RG ALTS, LP, Appellee
On Appeal from the 192nd Judicial District Court Dallas County, Texas Trial Court Cause No. DC-22-01247
Before Justices Partida-Kipness, Reichek, and Breedlove
MEMORANDUM OPINION
AMANDA L. REICHEK, JUSTICE
This is an interlocutory appeal from the trial court's denial of special appearances filed by IDX Global, LLC, IDX Digital Assets, LLC, Ben McMillan, Andrew Swan, and David Benjamin Jacobson in response to claims asserted against them by RG Alts, LP in Dallas County district court. In five issues, appellants generally contend the trial court erred in concluding it had specific jurisdiction over them. For the reasons that follow, we reverse the trial court's order in part and dismiss the claims brought against IDX Digital, IDX Global, Swan, and Jacobsen for want of jurisdiction. We affirm the trial court's denial of McMillan's special appearance.
Background
McMillan, Swan, and Jacobson are the principals and founding members of IDX Global, a company that provides financial analytics and investment services. McMillan resides in Florida. Swan and Jacobson reside in Arizona. IDX Global was formed under Delaware law and has its principle place of business in Arizona.
In March 2019, IDX Global formed the wholly owned subsidiary IDX Partners, LLC, a Delaware limited liability company, with McMillan, Swan, and Jacobson as IDX Partners's managing members. IDX Partners was created solely for the purpose of serving as a joint venture partner with Ranger Shared Services, LLC ("Ranger"), a Texas limited liability company. Together, IDX Partners and Ranger formed the plaintiff, RG Alts, a registered investment advisor employing a proprietary "Investment Strategy." The Joint Venture Agreement ("JVA") between IDX Partners and Ranger stated that RG Alts would be formed as either a Delaware or Texas limited partnership. Ultimately, RG Alts was formed through a limited partnership agreement under the laws of the state of Texas.
As part of the terms of the JVA, McMillan was designated as RG Alts's chief investment officer and initial portfolio manager. Section 7(a) of the agreement granted RG Alts the discretion to "engage internal or external marketers to provide marketing services . . . including, without limitation, the services of Ben Jacobson, Andrew Swan, and Ranger Capital Markets." The JVA included an exclusivity covenant stating that IDX Partners, Ranger, and their affiliates would not independently "develop, undertake planning activities for, engage in, or be involved with, directly or indirectly, any business, venture, or enterprise which would license, provide investment models, or solicit investment for any prospective investor . . . which employs the Investment Strategy." The agreement further contemplated that McMillan, Swan, and Jacobson would enter into separate agreements with RG Alts with restrictive covenants including a covenant not to compete. The record contains no evidence these separate agreements were ever executed.
Although the JVA was primarily an agreement between IDX Partners and Ranger, section four of the JVA, contained restrictions on IDX Global's ability make changes to its membership. Under section four, IDX Global needed to obtain Ranger's written consent before making any changes that would cause McMillan's, Swan's, and Jacobson's membership interests or voting rights in IDX Global to fall below a certain threshold. McMillan signed the JVA on behalf of IDX Partners and, with respect to section four of the JVA, he signed the agreement on behalf of IDX Global. A venue provision in the JVA established exclusive jurisdiction for any for any action arising out of the JVA in federal district court in Dallas, Texas.
In July 2019, RG Alts launched its first mutual fund, the RG Tactical Market Neutral Fund, which employed a global market neutral investment strategy. The company then decided to shift its investment strategy to precious metals and cryptocurrency and, in September 2020, launched the RG Aurum+ Fund.
While the RG Aurum+ Fund was being developed, IDX Global obtained a new capital investor, Odyssey Capital Group, LP. The investment transaction between IDX Global and Odyssey contemplated changes to IDX Global's board and reducing McMillan's, Swan's, and Jacobson's voting interests. Accordingly, pursuant to section four of the JVA, Ranger, IDX Partners, and IDX Global entered into a Consent Agreement allowing the management changes required for IDX Global's investment transaction with Odyssey to go forward. As with the JVA, the Consent Agreement stated the exclusive jurisdiction and venue for any action arising out of the agreement was federal district court in Dallas.
In March 2021, IDX Global formed IDX Digital Assets, LLC, a Delaware limited liability company with its principal office in Arizona. IDX Digital created three statutory trusts - the IDX Risk-Managed Bitcoin Trust, the IDX Risk-Managed Ethereum Trust, and the IDX Risk-Weighted Decentralized Finance Trust - and a mutual fund called the IDX Risk-Managed Bitcoin Strategy Fund (collectively the "IDX Digital Products"). McMillan served as portfolio manager and chief investment officer for all of the IDX Digital Products which were designed to provide "risk managed exposure to crypto assets." IDX Digital marketed the products on its website which was accessible by Texas residents. Until early 2022, the website stated IDX Digital had an office in Dallas, Texas.
RG Alts brought this suit in state district court in Dallas County alleging the launch of the IDX Digital Products constituted an improper usurpation of RG Alts's investment strategies and business opportunities. RG Alts asserted (1) a claim for breach of fiduciary duty against IDX Partners and McMillan, (2) a claim for knowing participation in breach of fiduciary duty against IDX Global, IDX Digital, McMillan, Swan, and Jacobson, (3) a claim for civil conspiracy against McMillan, Swan, and Jacobson, (4) a claim for breach of contract against IDX Partners, and (5) a request for declaratory judgment regarding the rights, status, and legal relations between RG Alts and IDX Partners. IDX Partners answered and made a general appearance. Appellants filed special appearances challenging the trial court's jurisdiction over them.
In their special appearances, appellants argued the trial court lacked specific jurisdiction over them because there was no connection between RG Alts's claims and their limited contacts with the state of Texas. In support, appellants submitted copies of the JVA, the RG Alts limited partnership agreement, and the Consent Agreement, along with unsworn declarations by McMillan, Swan, and Jacobson. In his declaration, McMillan stated he did not participate in the operation of RG Alts while in the state of Texas and he performed the functions of Portfolio Manager and Chief Investment Officer for the RG Arum+ Fund from Florida. He further stated that, other than two meeting in Texas, all his communications with respect to the RG Alts joint venture were done remotely from his office in Florida. McMillan also performed all the duties of his positions as Portfolio Manager and Chief Investment Officer for the IDX Digital Products from Florida and did not engage in any activities on behalf of IDX Digital or the IDX Digital Products in Texas or sell any interests in the IDX Digital Products to Texas residents.
Appellants' special appearance also challenged the trial court's general jurisdiction over them. Because appellees concede there is no basis for the trial court to assert general jurisdiction over appellants, we address only the arguments regarding specific jurisdiction.
Swan's and Jacobson's declarations were largely identical to each other. Both stated that, other than two meetings in Texas, all of their work in connection with the RG Arum+ Fund was conducted in Arizona and they never engaged in any activities on behalf of IDX Digital in Texas. Both men use email addresses provided by RG Alts for communications in connection with the joint venture, and stated the use of these addresses for that purpose was required by regulatory rules. Jacobson responded from his office in Arizona to unsolicited inquiries about the RG Arum+ Fund from two Texas residents who ultimately invested in the fund. He also responded to unsolicited inquiries from three Texas residents who invested in one of the IDX Digital Products.
Swan submitted two additional declarations; one on behalf of IDX Global and the other on behalf of IDX Digital. On behalf of IDX Global, Swan stated the company did not form, sponsor, or have any involvement in the operation of the IDX Digital Products. On behalf of IDX Digital, Swan stated that, although the company listed a Dallas office on its website, it never conducted any business from that address, or any other Texas address, and never had any employees who worked from that address or any other Texas address.
RG Alts responded that its claims were substantially connected to appellants' purposeful availment of the privilege of conducting business in Texas and appellants' tortious acts were directed at RG Alts, a Texas resident. In support of its response, RG Alts submitted copies of the same three agreements submitted by appellants, copies of emails sent by McMillan, Swan, and Jacobson to principals of Ranger, and a screen shot of IDX Digital's website. Following a hearing, the trial court denied appellants' special appearances. This appeal followed.
Analysis
Whether the trial court has personal jurisdiction over a nonresident defendant is a question of law. BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). Where the relevant jurisdictional facts are undisputed, we consider only the legal question of whether the undisputed facts establish Texas jurisdiction. Old Republic Nat'l Title Ins. Co. v. Bell, 549 S.W.3d 550, 558 (Tex. 2018). In a challenge to personal jurisdiction, the plaintiff and the defendant bear shifting burdens of proof. Id. at 559. The plaintiff bears the initial burden to plead sufficient allegations to bring the nonresident defendant within the reach of Texas's long-arm statute. Id. If the plaintiff does this, the burden then shifts to the defendant to negate all alleged bases of jurisdiction. Id. The defendant can meet this burden by showing that, even if the facts alleged by the plaintiff are true, these facts are legally insufficient to establish jurisdiction. Id.
The requirements of the Texas long-arm statute are satisfied if an assertion of jurisdiction accords with federal due process limitations. Cornerstone Healthcare Grp. Holding, Inc. v. Nautic Mgmt. VI, L.P., 493 S.W.3d 65, 70 (Tex. 2016). A state's exercise of jurisdiction comports with federal due process if (1) the nonresident defendant has "minimum contacts" with the state, and (2) the exercise of jurisdiction "does not offend traditional notions of fair play and substantial justice." Id. A defendant establishes minimum contacts with a forum when he purposefully avails himself of the privilege of conducting activities within the forum state, thus invoking the benefits and protections of its laws. Id. Among the primary considerations underlying minimum contacts analysis is whether the defendant's contacts were "purposeful" rather than "random, isolated, or fortuitous." Id.
For specific jurisdiction over a nonresident defendant, liability must arise from or be related to the nonresident's alleged contacts. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 576 (Tex. 2007). There must be a substantial connection between the nonresident's contacts and the operative facts of the litigation. Moncrief Oil Int'l Inc. v. OAO Gazprom, 414 S.W.3d 142, 156 (Tex. 2013). The operative facts are those on which the trial will focus to prove the liability of the defendant who is challenging jurisdiction. Leonard v. Salinas Concrete, LP, 470 S.W.3d 178, 188 (Tex. App.-Dallas 2015, no pet.).
I. IDX Digital
We begin by determining whether the trial court has specific jurisdiction over IDX Digital. RG Alts alleges in its petition that IDX Digital had sufficient purposeful contact with the state of Texas through its website which was accessible by Texas Residents. RG Alts contends the website was interactive and constituted doing business in Texas, thus subjecting IDX Digital to this state's jurisdiction. In support of this contention, RG Alts submitted evidence that the website allowed users to select one of the IDX Digital Products and begin a "simple and secure subscription process."
This Court recently addressed specific jurisdiction predicated on a website in ShopStyle, Inc. v. rewardStyle, Inc., No. 05-19-00736-CV, 2020 WL 4187937 (Tex. App.-Dallas July 21, 2020, no pet.) (mem. op.). In ShopStyle, we noted that Texas courts have distanced themselves from analyzing whether a party has purposeful availed itself of the privilege of doing business in Texas based solely on the level of interactivity of its website. Id. at *8. While evidence of a website's level of interactivity can be a factor in personal-jurisdiction analysis, it is not dispositive of whether jurisdiction is proper. Id. Instead, internet-based jurisdictional claims must be evaluated on a case-by-case basis, focusing on the nature and quality of the online and offline contacts to demonstrate the requisite purposeful conduct that establishes personal jurisdiction. Pervasive Software Inc. v. Lexware GmbH & Co. KG, 688 F.3d 214, 227 n. 7 (5th Cir. 2012).
Here, an affidavit submitted by RG Alts stated that IDX Digital's website allowed prospective investors to begin the subscription process for an IDX Digital Product by clicking one of the products listed. But there is no evidence to show how IDX Digital responded to such inquiries or whether a subscription could be completed on the website. In short, RG Alts provided virtually no evidence concerning the nature and quality of commercial activity IDX Digital conducted in Texas over the internet. ShopStyle, 2020 WL 4187937, at *7.
More importantly, the content of IDX Digital's website submitted into evidence does not appear to target residents of Texas or any other state in particular. Although the website temporarily listed a Dallas office, it is undisputed that IDX Digital never had a Dallas office or employed Texas residents. And while RG Alts notes that several residents of Texas invested in IDX Digital Products, it produced no evidence to show how those investments occurred or that they were the result of affirmative actions taken by IDX Digital to solicit business in Texas. Indeed, Swan testified that none of the Texas investors was actively solicited by IDX Digital. IDX Digital's website merely placed the IDX Digital Products into a nationwide stream of commerce and was not an act of purposeful availment of the privilege of conducting business in Texas. Id. at *10.
RG Alts argues that IDX Digital's contacts with Texas are not limited to its website. The only purported contacts RG Alts discusses other than the website, however, are the investments made by the Texas residents and the effect of IDX Digital's actions on RG Alts. As discussed above, RG Alts provided no evidence to show the investments made by the Texas residents were the result of targeted efforts to solicit customers in Texas.
As for the effect of IDX Digital's actions on RG Alts, specific jurisdiction is not established merely because a nonresident "directed a tort" at the forum state. Michiana v. Easy Livin' Country, Inc. v. Holten, 168 S.W.3d 777, 790-92 (Tex.2005). Nor is injury to a forum resident a sufficient connection to invoke jurisdiction. TV Azteca v. Ruiz, 490 S.W.3d 29, 42 (Tex. 2016). Our analysis looks to the defendant's contacts with the forum state itself, not the defendant's contacts with persons who reside there. Id. The defendant's conduct must connect him to the forum in a meaningful way. Id. We conclude none of the conduct of IDX Digital made the basis of RG Alts's claims has a meaningful connection to the state of Texas. Accordingly, the trial court erred in denying IDX Digital's special appearance.
II. IDX Global
We now turn to the trial court's assertion of jurisdiction over IDX Global. As its first basis for jurisdiction over the company, RG Alts relies on the fact that IDX Global agreed to section four of the JVA and is a party to the Consent Agreement. Both contracts are with Ranger, a Texas company, and both contain a forum selection clause specifying that exclusive jurisdiction and venue for any action arising out the contract is in federal district court in Dallas County. RG Alts cannot rely on the forum selection clause because it filed this suit in state court rather than the federal court forum specified by the contracts. Furthermore, for the trial court to have jurisdiction over IDX Global based on the contracts, the claim against IDX Global must arise out of or relate to either section four of the JVA or the Consent Agreement. See ShockTheory DLV, Inc. v. Tava Ventures, Inc., No. 05-21-00182-CV, 2021 WL 4304643, at *7 (Tex. App.-Dallas Sept. 22, 2021, no pet.) (mem. op.). We conclude it does not.
The sole claim against IDX Global is that it knowingly participated in the alleged breaches of fiduciary duty committed by IDX Partners and McMillan. Those breaches of fiduciary duty are based on IDX Partners and McMillan allegedly usurping the business opportunities of RG Alts by assisting in the launch of the IDX Digital Products. The Consent Agreement and section four of the JVA address only IDX Global's rights to assert claims and make changes to its management. Neither of these things forms the basis of, or is related to, RG Alt's claim against IDX Global.
RG Alts argues the Consent Agreement allowed IDX Global to bring on a new capital investor which, in turn, provided it with the resources it needed to create IDX Digital. How IDX Global obtained the funding to create IDX Digital is not part of the operative facts of the litigation and is too attenuated from the launch of the IDX Digital Products to have a substantial connection to RG Alts's claim against IDX Global. See TV Azteca, 490 S.W.3d at 53.
RG Alts next argues that IDX Global's creation of IDX Digital is, itself, a contact with Texas because the purpose of IDX Digital was to usurp RG Alts's business opportunities. In making this argument, RG Alts relies on the Texas Supreme Court's opinion in Cornerstone Healthcare Group Holding, Inc. v. Nautic Management. VI, L.P., 493 S.W.3d at 69. In Cornerstone, nonresident defendants created a Texas subsidiary for the purpose of purchasing Texas assets. See Id. While the supreme court agreed with the nonresident defendants that the Texas subsidiary's contacts could not be attributed to them because the subsidiary was a legally distinct entity, the court concluded the creation of the subsidiary was part of an "overarching transaction" in which the defendants "specifically sought both a Texas seller and Texas assets." Id. at 72-73. Accordingly, the nonresident defendants had "sought some benefit, advantage, or profit by availing [themselves] of the jurisdiction" such that they impliedly consented to suit here. Id. at 73.
In contrast to Cornerstone, the subsidiary created by IDX Global is a Delaware LLC, with a principal place of business in Arizona, that sells subscriptions to investment products nationwide. We have already concluded IDX Digital does not have sufficient contacts with Texas to give rise to specific jurisdiction over it. Accordingly, IDX Global's creation of IDX Digital, even if it was part of an "overarching transaction" to launch the IDX Digital Products, does not show that IDX Global purposefully sought some benefit, advantage or profit by availing itself of Texas's jurisdiction such that it impliedly consented to suit here. Because RG Alts failed to plead facts showing IDX Global had sufficient minimum contacts with Texas to establish specific jurisdiction, the trial court erred in denying IDX Global's special appearance.
III. McMillan
To support jurisdiction over McMillan, RG Alts relies largely on the fact that McMillan served as RG Alts's chief investment officer and portfolio manager. In TexVa, Inc. v. Boone, 300 S.W.3d 879, 887 (Tex. App.-Dallas 2009, pet. denied), this Court recognized there is no "bright line test that permits Texas courts to exercise jurisdiction over nonresident directors and officers of domestic corporations." Id. at 887. Instead, we must analyze the contacts of the officers and directors under the traditional minimum contacts test. Id. at 887-88. Applying that test in TexVa, we concluded the nonresident defendants established sufficient minimum contacts with Texas by (1) having their California partnership form a Texas partnership with a Texas resident, (2) accepting roles as officers and directors when the partnership was incorporated in the state of Texas, and (3) seeking to profit from their ongoing business relations in Texas. Id. at 888-89. Because the litigation concerned whether the defendants breached fiduciary duties arising from their positions as officers and directors of the Texas corporation they helped create, we held the claims against the defendants arose out of their purposeful contacts with Texas and the trial court had personal jurisdiction over them. Id. at 891. In this case, we similarly conclude that McMillan's contacts are sufficient to create specific jurisdiction over him.
The pleadings allege that McMillan, Swan, and Jacobson, as the controlling members of IDX Global, created IDX Partners solely for the purpose of entering into a joint venture with Ranger, a Texas company. The objective of that joint venture was the creation of RG Alts, a Texas limited partnership. As a contractual term of the joint venture, McMillan was made RG Alts's chief investment officer and portfolio manager. McMillan's leadership position in RG Alts was, therefore, far from a random or fortuitous contact. Instead, McMillan purposefully directed his efforts toward the formation of a Texas partnership and created an ongoing position for himself as an officer in that partnership. See id. at 889.
On appeal, appellants contend "the decision to form RG Alts under Texas law was entirely Ranger's." As evidence in support of this assertion, appellants point only to the fact that the JVA obligates Ranger to provide RG Alts operational support including "accounting, legal, compliance, and information technology." The obligation to provide legal support to a partnership once it has been formed is not the same as having sole authority to determine which laws will govern the partnership's formation. The parties to the JVA agreed to limit the location of the partnership to either Texas or Delaware. McMillan became an officer and manager of RG Alts after it had been formed under Texas law. See Touradji v. Beach Cap. P'ship, L.P., 316 S.W.3d 15, 30 (Tex. App.-Houston [1st Dist.] 2010, no pet.) (nonresident purposefully directed activities towards Texas by, among other things, becoming a manager of a Texas entity when partnership agreement identified Texas as principal place of business).
McMillan clearly sought to benefit from creating RG Alts. In addition to making his leadership position a contractual term of the joint venture, the evidence shows McMillan has a 48% economic interest in IDX Global. The JVA acknowledges that IDX Global would realize an economic benefit from its ownership interest IDX Partners and the creation of RG Alts.
Section B of the JVA recitals states in part "WHEREAS, IDX Global, LLC . . . [a]s the parent and sole member if IDX [Partners], will realize economic benefit from its equity ownership of IDX [Partners] . . .."
Finally, the claims against McMillan arise out of and relate to his employment with RG Alts. RG Alts asserts McMillan's positions with RG Alts gave rise to a fiduciary duty that he breached by using RG Alts's investment strategy for the benefit of a competing company. We conclude the foregoing facts are sufficient to support specific jurisdiction in Texas over McMillan. Id. at 891.
Recognizing that this Court's opinion in TexVa strongly supports a finding of personal jurisdiction over McMillan, appellants argue TexVa was wrongly decided and is in conflict with the United States Supreme Court's opinion in Shaffer v. Heitner, 433 U.S. 186 (1977). Appellants read Heitner to stand for the proposition that an individual's acceptance of a position as an officer or director of an entity is immaterial for purposes of assessing whether the entity's home state has jurisdiction over the individual. We do not read Heitner so broadly.
Heitner states only that, absent statutory authority to the contrary, acceptance of a directorship is not by itself consent to jurisdiction. Id. at 216. TexVa is entirely in line with this holding. As stated above, under TexVa the contacts of officers and directors must be analyzed using the traditional minimum contacts analysis. TexVa, 300 S.W.3d at 887-88. Heitner does not hold that accepting a position as an officer or director is irrelevant to this analysis. It is simply insufficient to support jurisdiction standing alone. Here, McMillan did not merely accept a position as an officer of RG Alts. Instead, he helped devise a plan to create RG Alts through a joint venture with a Texas resident that contractually required his appointment as the partnership's chief investment officer and portfolio manager.
In addition to minimum contacts, the exercise of jurisdiction must comport with traditional notions of fair play and substantial justice. Id. at 891. "Only in rare cases, however, will the exercise of jurisdiction not comport with fair play and substantial justice when the nonresident defendant has purposefully established minimum contacts with the forum state." Guardian Royal Exch. Assurance, Ltd. V. English China Clays. P.L.C., 815 S.W.2d 223, 231 (Tex. 1991). Appellants do not address this issue in their appeal or argue that the exercise of personal jurisdiction over McMillan would be unfair or burdensome. We conclude appellants have failed to show the trial court erred in denying McMillan's special appearance.
IV. Swan and Jacobson
Lastly, we address the trial court's assertion of personal jurisdiction over Swan and Jacobson. Swan's and Jacobson's contacts with Texas are largely identical to those of McMillan, but with a critical difference. RG Alts's claims against Swan and Jacobson have no substantial connection to the formation of, or their positions with, RG Alts. Instead, RG Alts asserts that Swan and Jacobson participated in McMillan's and IDX Partners's breaches of fiduciary duty by "forming, marketing, and operating quantitatively risk-managed alternative funds in competition with RG Alts and usurping business opportunities of RG Alts, which caused RG Alts damages." The claims, therefore, are principally concerned with Swan's and Jacbson's work for IDX Digital, none of which was done in, or is substantially connected to, Texas. See TV Azteca, 490 S.W.3d at 53 (we consider what the claim is principally concerned with and whether the contacts are related to the operative facts of the claim).
The Texas contacts RG Alts relies on to support personal jurisdiction over Swan and Jacobson involve their marketing and operational work for RG Alts, two visits to Texas related to the JVA, and numerous communications with Ranger's principals including telephone calls, video conferences, and emails in which they used a Dallas business address and held themselves out as either a partner or managing director of RG Alts. RG Alts does not explain how the work Swan and Jacobson performed in Arizona for the benefit of RG Alts, their visits to Texas, or their communications with Ranger are substantially connected to the claim that they assisted McMillan and IDX Partners in the launch of the IDX Digital Products. Because the claims against Swan and Jacobson do not arise out of or relate to their alleged contacts with Texas, we conclude the trial court properly granted their special appearance. See Gustafson v. Provider HealthNet Servs., Inc., 118 S.W.3d 479, 483-84 (Tex. App.-Dallas 2003, no pet.) ("[I]t is not the number but rather the quality and nature of the nonresident defendant's contacts with the forum state that are important."); see also Univ. of Alabama v. Suder, No. 05-16-00691-CV, 2017 WL 655948, at *8 (Tex. App.-Dallas Feb. 17, 2017, no pet.) (no specific jurisdiction where operative facts of plaintiff's claims were not related to Texas visits or to phone calls and emails transmitted to Texas).
Conclusion
Based on the foregoing, we reverse the trial court's order to the extent it denies the special appearances filed by IDX Digital, IDX Global, Swan, and Jacobsen and dismiss the claims brought against these parties for want of jurisdiction. We affirm the trial court's denial of McMillan's special appearance.
JUDGMENT
In accordance with this Court's opinion of this date, the order of the trial court is AFFIRMED IN PART and REVERSED IN PART. We REVERSE that portion of the trial court's order denying the special appearances of IDX DIGITAL ASSETS, LLC, IDX GLOBAL, LLC, ANDREW SWAN, AND DAVID BENJAMIN JACOBSON and RENDER judgment dismissing the claims against them for want of jurisdiction. In all other respects, the trial court's order is AFFIRMED. We REMAND this cause to the trial court for further proceedings consistent with this opinion.
It is ORDERED that each party bear its own costs of this appeal.
Judgment entered this January 24, 2024