Full opinion text
OPINION BOB PEMBERTON, Justice. This appeal concerns a dispute arising from the purchase of a used 1967 Jaguar sports car by appellee, Avijit Ghosh, from appellants GJP Inc. and Richard D. Hert-ing. Complaining that he had been misled regarding the Jaguar’s condition, Ghosh filed suit against appellants and two other defendants, alleging violations of the Texas Deceptive Trade Practices Act, among other claims. His claims were tried to a jury. Based on the jury’s favorable findings on Ghosh’s DTPA claims, the trial court rendered judgment against all defendants, jointly and severally, for $11,500 in actual damages and $112,500 in attorney’s fees; $20,000 in additional damages against appellants, jointly and severally, based on findings of knowing conduct; plus another $3,000 in damages against GJP. Appellants bring twenty-seven points of error challenging, among other things, the trial court’s personal jurisdiction over them, its refusal to apply South Dakota law, the jury charge, and the sufficiency of the evidence to support the jury’s findings regarding liability and actual damages. For the reasons explained herein, we will affirm the judgment. BACKGROUND According to the evidence presented at trial, GJP is a South Dakota-based company principally engaged, at relevant times, in the plastering business. At pertinent times, GJP was owned by Gerald Johnson, a South Dakota resident. Johnson testified that the company, in addition to its primary business focus, also held title to approximately a dozen Jaguar automobiles. Johnson explained that acquiring and restoring Jaguars was a hobby of his and that he found it “convenient” to place the cars’ title in his company. Richard Hert-ing, a longtime friend of Johnson and fellow South Dakota resident, was an authorized agent of GJP who handled various business dealings of the company. He also shared Johnson’s interest and work with his Jaguar collection. Appellants concede that, at all relevant times, Herting was acting within his authority as an agent of GJP. Among the Jaguars in the collection was a red 1967 E-type Jaguar convertible. When purchased by GJP in 1999, this vehicle had been partially disassembled and was missing bumpers, door handles, most of the interior, and parts of the engine. Johnson and Herting reassembled it and, among other work, repainted it red, installed an interior and top, cleaned out and “redid” the gas tank, got “most of the wiring to work,” and installed new wheels and tires. Johnson explained that he later chose to resell the 1967 E-type because he was restoring a 1968 E-type and “just didn’t need two of them”; he added that he had lost interest in the 1967 vehicle once the “puzzle” of repairs had been completed. GJP had not previously sold one of its Jaguars, and Johnson denied that he had purchased the car with the intent to resell it. At trial, Ghosh questioned this explanation, suggesting that appellants had chosen to sell the car because they were aware of problems with it. Herting advertised the red Jaguar on three websites around the world where, he testified, such vehicles were sold or traded — eBay, based in California; Jag-Lovers, based in Bergen, Norway; and Classic Jaguar, an Austin-based company that specialized in restorations of E-type vehicles. Herting explained that he chose Classic Jaguar because it was well-known and well-respected among Jaguar enthusiasts worldwide; there was also evidence that Herting and GJP had previously purchased parts from Classic Jaguar for use in their restorations, including the red Jaguar. Classic Jaguar is owned by Dan Mooney. Herting emailed information regarding the car to Mooney, who crafted, and Herting approved, an advertisement that Mooney placed on a portion of the Classic Jaguar website dedicated to similar “for sale” postings. The ad displayed two photographs of the red E-type and stated, “Believed low mileage (30,000) matching number car,” “Strong mechanicals,” and “New floors, sills, paint, interior (less seats), windshield, wiring, brakes, suspension, tyres and wheels.” It listed an asking price of $38,000 and directed inquires to Herting’s South Dakota telephone number, also providing Herting’s email address. In the meantime, Ghosh, a Houston resident, had been searching websites with an interest in purchasing a used E-type Jaguar. Ghosh explained that since his boyhood in Great Britain, he had harbored dreams of some day owning an E-type Jaguar and that these dreams had been rekindled by his spotting an E-type at a Houston car wash. Ghosh began searching websites. There was evidence that before purchasing the car at issue in this case, Ghosh negotiated the purchase of a Jaguar on the East Coast and even had it inspected before the deal fell through. Ghosh found the Classic Jaguar website, and inquired with Classic and Mooney about a blue Jaguar featured in one of the site’s “for sale” ads. During a discussion about the blue car and the difficulty of finding reasonably priced E-types in general, Ghosh claims that Mooney mentioned, “Well, actually, there’s an excellent car on our website right now,” and referred him to appellants’ ad for the red Jaguar. Ghosh testified that Mooney vouched for Herting’s experience and capability as a Jaguar restorer and his work on the red Jaguar in particular, indicating that Hert-ing had used parts purchased from Classic Jaguar. Relying on Mooney’s remarks about Herting and the car, Ghosh called Herting at his South Dakota phone number. The parties gave differing accounts of ensuing events. Ghosh testified that he called Herting four to five times before the Jaguar came to Texas. Herting testified that he received several calls from Ghosh, among a “few dozen” he received inquiring about the car. Ghosh claimed that during their first call, Herting made various representations echoing the statements in the website ad, explained the work he had done to the car, and stated that the car drove well and was in fine running order, that it was “rust-free,” and that he had been storing the car in a heated garage. Ghosh claimed that he was impressed by Herting’s apparently extensive knowledge of Jaguars and the fact that he had maintained and worked on so many other Jaguars in the GJP collection. Ghosh gained further confidence in Herting, he testified, because Herting made apparently forthcoming acknowledgments that the hood “didn’t fit exactly right,” the seats had not been replaced, and the right rear quarter of the car was not original. After their first phone conversation, Herting emailed Ghosh approximately twenty photographs of the red Jaguar. Ghosh added that, at some point, he inquired about having the Jaguar inspected in South Dakota, but Herting had dissuaded him by claiming that Ghosh would be unable to find an impartial opinion because all of the potential inspectors knew him. Herting, by contrast, explained that while any potential South Dakota inspectors would know him because he and Johnson had essentially the only Jaguar collection in the state, he had suggested that Ghosh have the car inspected in a neighboring state. Ghosh called Herting and offered him a price of $35,000, $3,000 below the asking price. Herting testified that Ghosh offered that price in exchange for taking the car “as-is” and without inspection. Both Herting and Johnson testified that it was not unusual in the marketplace for buyers to purchase used Jaguars without inspection, and that they had previously done so. Ghosh denies that he offered to purchase the car “as-is.” He admits that he elected not to have the car inspected, blaming Herting and Mooney for inducing him into such a high level of confidence in the red Jaguar that he believed none was warranted. In response to Ghosh’s offer, Herting indicated that he needed to consult with his partner and asked Ghosh to call him back later. When Ghosh called, Herting accepted the offer on behalf of GJP. The parties agreed that they would meet at Classic Jaguar in Austin to conclude the transaction. It is undisputed that this location was chosen because Herting had previously planned a trip to Austin with an empty trailer to pick up a race car GJP had purchased from Classic Jaguar. Johnson and Herting added that these terms were part of the parties’ deal: they claimed that Ghosh agreed to forego an inspection if Herting would deliver the car to Texas at no charge. On the following morning, Ghosh sent the following email to Herting: Richard I wanted to say thanks to you and your partner on agreeing to the deal we discussed by phone last night. As my very first E-Type this will be a boyhood ambition realised. When convenient perhaps you could let me know the VIN so I can organise insurance etc. I am looking forward to meeting you at Dan’s [Mooney’s] Jaguar ... I shall bring a certified cheque in favour of “G.J.P. Inc.” Similarly, Ghosh arranged with Mooney, in advance of his meeting with Herting, to have work done on the red Jaguar, including a hood realignment and installation of seat belts. He also made plans to drive the car over the weekend (the agreed-upon meeting date was a Friday) before returning the car to Classic on the following Monday to have the work performed. But Ghosh, at trial, dismissed as “complete nonsense” the notion that he had agreed to purchase the Jaguar while it was still in South Dakota. Instead, he characterized the parties’ “deal” as being limited only to the price Ghosh would pay if he decided to purchase the car upon seeing it in Austin. According to Ghosh, “the car was being brought down to Texas for me to look at and any deal that was going to be conducted was going to be conducted here.” With what he testified was his understanding that he had a firm sale, Herting loaded the red Jaguar on the empty trailer and, accompanied by his wife, drove to Austin. On the appointed date, Ghosh arrived from Houston with a $35,000 cashier’s check dated the preceding day. He testified that he had already planned to spend the weekend driving the car in the Hill Country with his girlfriend, who had accompanied him to Austin. Ghosh entered Classic Jaguar, where he met Hert-ing and Mooney in person, and walked outside to where the red Jaguar was parked. Herting briefly pointed out various features of the work he had done to the car. Ghosh testified that he noticed a paint chip on the trunk and that the trunk did not appear flush with the rest of the car when closed. Herting assured him that the effect was likely attributable to new rubber seals that would eventually compress. Ghosh testified that he did not regard either of these problems as sufficiently serious to deter him from purchasing the car, and that the car looked to him as it had been represented. Ghosh and Herting then went inside the dealership. According to Mooney’s testimony, he allowed Herting and Ghosh to use an empty office in which to meet. Ghosh gave his cashier’s check to Herting, and Herting handed over the car’s South Dakota title, repair and parts receipts, and keys. When they emerged from the office after ten or fifteen minutes, Ghosh exclaimed, “Dan, I own my first E Type” and then asked Mooney to “look at a couple of things on the car” for him. Specifically, Ghosh asked whether the trunk lid needed to be adjusted and whether the floors were new. Although Mooney glanced at some of these exterior features, he testified that his 30-second look at the car was by no means an inspection, which, he explained, requires two to three hours to complete. Apparently satisfied with his purchase, Ghosh prepared for his planned Hill Country excursion that evening. According to Mooney, he exclaimed to Ghosh, “You’re out of your mind.” Mooney gave Ghosh the contact information for Pinkie’s towing company, a company experienced in loading Jaguars and trusted by Classic Jaguar. According to Mooney, as he gave Ghosh the card, he said, ‘You’re going to need them.” Ghosh, by contrast, claims that Mooney assured him he would be fine, but acknowledges that Mooney volunteered the Pinkie’s card. Approximately eight to ten miles into his Hill Country excursion, Ghosh encountered what he perceived to be several problems with the car, including an overheating engine and leaking fluids. He ultimately had the car towed back to Classic Jaguar. Ghosh requested Classic Jaguar to inspect the car. The eventual inspection revealed, among other problems, cracks and other structural weaknesses in the engine frames — which, Johnson admitted at trial, created a danger to the driver — a blown head gasket, missing bolts, oil and water leaks, and corrosion. Ghosh eventually filed suit in the trial court against GJP, Herting, Mooney, and Classic Jaguar. Appellants entered special appearances to contest personal jurisdiction, which the trial court denied. Appellants did not pursue the interlocutory appeal permitted by section 51.014(a)(7) of the civil practice and remedies code, but proceeded to trial along with the other defendants. The trial court submitted against all defendants liability theories under the DTPA (“laundry list” violations and unconscionability), whether such conduct was committed knowingly, fraud, and malice. The trial court also inquired as to the amount of actual damages (under a benefit-of-the-bargain measure) and exemplary damages. As to appellants, the jury found in Ghosh’s favor on all liability issues. The jury awarded $11,500 in actual damages, plus $20,000 in additional damages against Herting and $40,000 against GJP. Based on the jury’s findings, the trial court rendered judgment against all defendants, jointly and severally, for $11,500 in actual damages and $112,500 in attorney’s fees; $20,000 in additional damages against appellants, jointly and severally, for knowing DTPA violations; plus another $3,000 in additional damages against GJP. After appellants’ motions for j.n.o.v. and to disregard findings were overruled, they appealed. DISCUSSION Appellants bring twenty-seven points of error, which can be categorized as: (1) challenges to the trial court’s denial of their special appearances; (2) a choice-of-law complaint; (3) complaints of charge error; and (4) evidentiary-suffi-ciency challenges to the jury’s findings on liability, knowing conduct under the DTPA, and the amount of actual damages. In a final point of error, appellants complain that the attorney’s fee award is erroneous because the underlying judgment is. Personal jurisdiction In their first through fourth points of error, appellants contend the trial court erred in overruling their special appearances, urging there is legally and factually insufficient evidence of any facts that would support the trial court’s assertion of personal jurisdiction over them. Appellate jurisdiction Ghosh does not question that we have jurisdiction to consider appellants’ issues challenging the trial court’s denial of their special appearances. We observe that a recent decision of one of sister courts has raised questions regarding appellate court jurisdiction over appeals from denials of special appearances where, as here, the appellant does not take an interlocutory appeal from the denial of its special appearances but opts instead to raise the issue in its appeal from the final judgment following trial. See Matis v. Golden, 228 S.W.3d 301, 305 (Tex.App.-Waco 2007, no pet.) (holding that an interlocutory appeal under section 51.014(a)(7) of the civil practice and remedies code is the exclusive means of challenging the denial of a special appearance and must be brought within the deadlines governing interlocutory appeals); see id. at 312 (Gray, C.J., concurring) (emphasizing that this “holding means the losing party cannot wait until the end of the proceeding and then appeal the denial of the special appearance, but must instead comply with the requisites of timely filing a notice of appeal for the accelerated appeal.”). Subject-matter jurisdiction cannot be waived or conferred by agreement and can be raised by the court sua sponte for the first time on appeal. See Reata Constr. Corp. v. City of Dallas, 197 S.W.3d 371, 379 (Tex.2006); M.O. Dental Lab v. Rape, 139 S.W.3d 671, 673 (Tex.2004). Because we respectfully disagree with our sister court that appellate jurisdiction to review special appearance rulings is limited solely to that which the legislature has conferred in section 51.014(a)(7), see Tex. Civ. Prac. & Rem.Code Ann. § 51.014(a)(7) (West Supp.2007), we decline to adopt the reasoning in Matis. For the same reasons, the deadlines that govern interlocutory appeals, see Tex.R.App. P. 26.1(b), 28.1, are simply irrelevant here. Cf. Mails, 228 S.W.3d at 306 (relying on cases involving untimely appeals of still-interlocutory orders). We conclude that we have jurisdiction to consider appellants’ issues regarding the trial court’s denial of their special appearances and turn to them now. General principles A court must possess personal jurisdiction over a party in order to issue a binding judgment against it. CSR, Ltd. v. Link, 925 S.W.2d 591, 594 (Tex.1996). Texas courts may assert personal jurisdiction over a nonresident if (1) the Texas long-arm statute authorizes the exercise of jurisdiction, and (2) the exercise of jurisdiction is consistent with constitutional due-process guarantees. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex.2007) (citing Schlobohm v. Schapiro, 784 S.W.2d 355, 356 (Tex.1990)). The Texas long-arm statute authorizes service of process on nonresidents “[i]n an action arising from the nonresident’s business in the state.” Tex. Civ. Prac. & Rem.Code Ann. § 17.043 (West 1997). “In addition to other acts that may constitute doing business,” a nonresident “does business” in Texas if it (1) “contracts by mad or otherwise with a Texas resident and either party is to perform the contract in whole or in part in this state”; or (2) “commits a tort in whole or in part in this state.” Id. § 17.042(1), (2). The Texas Supreme Court has stated that the long-arm statute’s broad “doing-business” language allows the statute to “reach as far as the federal constitutional requirements of due process will allow.” Moki Mac, 221 S.W.3d at 575 (quoting Guardian Royal Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223, 226 (Tex.1991)); see also Schlobohm, 784 S.W.2d at 357; U-Anchor Adver., Inc. v. Burt, 553 S.W.2d 760, 762 (Tex.1977). Consequently, in many cases, the analysis of whether a Texas court may assert personal jurisdiction over a nonresident collapses into the single inquiry of whether jurisdiction comports with federal due-process limitations. Moki Mac, 221 S.W.3d at 575. Appellants do not dispute that Ghosh’s claims fall within the literal language of the long-arm statute, but instead contend that the trial court’s assertion of personal jurisdiction over them violated due process. Like other due process inquiries, jurisdictional due process is ultimately concerned with the reasonableness of a state’s assertion of power over an individual, in light of a balancing between individual liberty interests (here, not being forced against one’s will to litigate in a faraway or unduly burdensome forum) and state sovereign interests (its sovereign power to try cases brought in its courts). See World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291-94, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980). Due process requires “fair warning that a particular activity may subject them to the jurisdiction of a foreign sovereign,” thereby assuring “a degree of predictability to the legal system that allows potential defendants to structure their primary conduct with some minimum assurance as to where that conduct will and will not render them liable to suit.” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) (quotations omitted). This requirement is frequently stated in terms of the “foreseeability that the defendant’s conduct and connections to the forum State are such that he should reasonably anticipate being haled into court there.” Woodson, 444 U.S. at 297, 100 S.Ct. 559; see American Type Culture Collection v. Coleman, 83 S.W.3d 801, 806 (Tex.2002) (“The defendant’s activities, whether they consist of direct acts within Texas or conduct outside Texas, must justify a conclusion that the defendant could reasonably anticipate being called into a Texas court.”). This overarching reasonableness inquiry has been refined into a two-part test: the assertion of jurisdiction over an out-of-state defendant who does not consent comports with due process when the defendant has established “minimum contacts” with Texas and the exercise of jurisdiction is consistent with “traditional notions of fair play and substantial justice.” Moki Mac, 221 S.W.3d at 575 (quoting International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945)). We are to consider first whether the defendant has established “minimum contacts” with Texas; if that threshold is met, we then consider whether the assertion of jurisdiction comports with fair play and substantial justice. See BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 795 (Tex.2002). “Minimum-contacts analysis,” the Texas Supreme Court has explained, “focuses solely on the actions and reasonable expectations of the defendant.” Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 790 (Tex.2005). Minimum contacts exist when the nonresident defendant “purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.” Moki Mac, 221 S.W.3d at 575 (quoting Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958)); see Michiana, 168 S.W.3d at 784 (“For half a century, the touchstone of jurisdictional due process has been ‘purposeful availment.’ ”). When considering whether a defendant has “purposefully availed” itself of “the privilege of conducting activities” in Texas so as to “invoke the benefits and protections of its laws,” only the defendant’s contacts with the forum are relevant, not the unilateral activity of another pai’ty or third person. Moki Mac, 221 S.W.3d at 575; Michiana, 168 S.W.3d at 785. Thus, in this case, we look only to the actions of appellants to determine if they have purposefully availed themselves of Texas, not the actions of Ghosh or third parties like Dan Mooney (absent some basis for imputing Mooney’s actions to appellants, and Ghosh has asserted none). Similarly, the defendant’s contacts with the forum “must be purposeful rather than fortuitous.” Id. at 785 (emphasis added). Thus, “[s]ellers who ‘reach out beyond one state and create continuing relationships and obligations with citizens of another state’ are subject to the latter in suits based on their activities,” id. (quoting Burger King, 471 U.S. at 475, 105 S.Ct. 2174), while “a defendant will not be haled into a jurisdiction solely based on contacts that are ‘random, isolated, or fortuitous.’ ” Id. (quoting Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 774, 104 S.Ct. 1473, 79 L.Ed.2d 790 (1984)). Additionally, the defendant “must seek some benefit, advantage, or profit by ‘availing’ itself of the jurisdiction.” Id. at 785 (emphasis added). Personal jurisdiction, the Texas Supreme Court has stated, “is premised on notions of implied consent” — “that by invoking the benefits and protections of a forum’s laws, a nonresident consents to suit there.” Id. (citing Woodson, 444 U.S. at 297, 100 S.Ct. 559). “By contrast, a nonresident may purposefully avoid a particular jurisdiction by structuring its transactions so as neither to profit from the forum’s laws nor be subject to its jurisdiction.” Id. (citing Burger King, 471 U.S. at 473, 105 S.Ct. 2174). The bare fact that a defendant receives some benefit, advantage, or profit from Texas does not necessarily mean that it has purposefully availed itself of the state. Id. at 788 (“financial benefits accruing to the defendant from a collateral relation to the forum state will not support jurisdiction if they do not stem from a constitutionally cognizable contact with the state.”). “It is the quality and nature of the defendant’s contacts, rather than their number, that is important to the minimum contacts analysis.” American Type Culture Collection, 83 S.W.3d at 806. The United States Supreme Court has further emphasized that minimum-contacts analysis does not turn on “mechanical tests.” Burger King, 471 U.S. at 478, 105 S.Ct. 2174 (quoting International Shoe Co., 326 U.S. at 319, 66 S.Ct. 154). In the commercial arena, the court has similarly rejected “conceptualistic ... theories of the place of contracting or of performance.” Id. at 478-79, 105 S.Ct. 2174 (quoting Hoopeston Canning Co. v. Cullen, 318 U.S. 313, 316, 63 S.Ct. 602, 87 L.Ed. 777 (1943)). Instead, we are to apply a “ ‘highly realistic’ approach that recognizes that a ‘contract’ is ‘ordinarily but an intermediate step serving to tie up prior business negotiations with future consequences which themselves are the real object of the business transaction.’ ” Id. at 479, 105 S.Ct. 2174 (quoting Hoopeston Canning Co., 318 U.S. at 316, 63 S.Ct. 602). “It is these factors — prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing — that must be evaluated in determining whether the defendant purposefully established minimum contacts with the forum.” Id. A nonresident’s forum-state contacts may give rise to two bases of personal jurisdiction, “general” and “specific.” General jurisdiction is established if the nonresident has made “continuous and systematic” contacts with the forum, and does not depend on whether the defendant’s alleged liability arises from those contacts. Moki Mac, 221 S.W.3d at 575. Specific jurisdiction is established if the defendant’s alleged liability “aris[es] out of or [is] related to an activity conducted within the forum.” Id. at 576 (quoting Helicopteros Nacionales de Colombia v. Hall, 466 U.S. 408, 414, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984)). When specific jurisdiction is alleged, the minimum-contacts analysis is focused on the “relationship among the defendant, the forum[,] and the litigation.” Id. at 575-76 (quoting Guardian Royal, 815 S.W.2d at 228 (quoting Helicopteros, 466 U.S. at 414, 104 S.Ct. 1868)). The Texas Supreme Court recently clarified the proper standard for determining this “relatedness” aspect of specific jurisdiction-minimum contacts: “for a nonresident defendant’s forum contacts to support an exercise of specific jurisdiction, there must be a substantial connection between those contacts and the operative facts of the litigation.” Id. at 585. Standard and scope of review As plaintiff, Ghosh bore the initial burden of pleading sufficient facts to invoke personal jurisdiction over appellants under the Texas long-arm statute. Moki Mac, 221 S.W.3d at 574 (citing American Type Culture Collection, 83 S.W.3d at 807). Appellants then had the burden of negating all forms of personal jurisdiction that Ghosh alleged. Id. (citing BMC Software, 83 S.W.3d at 793). A trial court’s determination of whether Texas can assert personal jurisdiction over a nonresident defendant is one of law that we review de novo. Id. However, the trial court frequently must decide disputed issues of fact before deciding the jurisdictional issue. BMC Software Belgium, N.V., 83 S.W.3d at 794. Where, as here, the trial court does not enter express findings of fact and conclusions of law regarding its ruling on a special appearance, the reviewing court infers all fact findings necessary to support the judgment that are supported by the evidence. Id. at 794-95. These implied findings may be challenged for legal and factual sufficiency. Id. Once it is determined that the trial court’s findings are supported by sufficient evidence or, if the material facts are undisputed, the reviewing court decides as a matter of law whether those facts negate all bases for personal jurisdiction. Id. Under our legal sufficiency standard of review, we view the evidence in the light most favorable to the challenged finding and indulge every reasonable inference that would support it. City of Keller v. Wilson, 168 S.W.3d 802, 822 (Tex.2005). We must credit favorable evidence if a reasonable fact-finder could and disregard contrary evidence unless a reasonable fact-finder could not. Id. at 827. There is legally insufficient evidence or “no evidence” of a vital fact when (a) there is a complete absence of evidence of a vital fact; (b) the court is barred by rules of law or of evidence from giving weight to the only evidence offered to prove a vital fact; (c) the evidence offered to prove a vital fact is no more than a mere scintilla; or (d) the evidence conclusively establishes the opposite of the vital fact. Merrell Dow Pharms., Inc. v. Havner, 953 S.W.2d 706, 711 (Tex.1997). More than a scintilla of evidence exists to support a finding if the evidence would allow reasonable and fair-minded people to differ in their conclusions. Id. In reviewing the factual sufficiency of the evidence, we consider and weigh all of the evidence in the record, and we may overturn a judgment only if it is so against the great weight and preponderance of the evidence as to be clearly wrong and manifestly unjust. Cain v. Bain, 709 S.W.2d 175, 176 (Tex.1986); Dyson v. Olin Corp., 692 S.W.2d 456, 457 (Tex.1985). The scope of our review includes all evidence before the trial court on the issue of personal jurisdiction. Hotel Partners v. Craig, 993 S.W.2d 116, 121 (Tex.App.-Dallas 1994, pet. denied) (“In determining whether [defendants] carried their burden” of negating all bases of personal jurisdiction, “we review all the evidence that was before the trial court.”); Carbonit Houston, Inc. v. Exch. Bank, 628 S.W.2d 826, 829 (Tex.App.-Houston [14th Dist.] 1982, writ ref d n.r.e.) (“[I]t is the duty of this court to review all of the evidence before the trial court on the question of jurisdiction.”). At the time of its hearing on appellants’ special appearances, the sole evidence before the trial court were affidavits filed by the parties and attached exhibits. The parties did not present additional evidence during the hearing. After the trial court denied appellants relief, as noted, they could have, but did not, take an interlocutory appeal from that ruling. See Tex. Civ. Prac. & Rem. Code Ann. § 51.014(a)(7). They instead proceeded to jury trial and raised them jurisdictional challenge in their appeal from the final judgment. In that procedural posture, appellants acknowledge that our scope of review includes not only the evidence before the trial court when it ruled on their special appearances, but also all evidence adduced at trial. See Bellair, Inc. v. Aviall of Texas, Inc., 819 S.W.2d 895, 898 (Tex.App.-Dallas 1991, writ denied) (equating a special appearance to a venue challenge and explaining that in determining such a challenge, the court must consider the entire record, “including the evidence adduced at the trial on the merits.”). Purposeful availment It is undisputed that both Herting and GJP are South Dakota residents, that neither maintains a place of business in Texas or has employees, servants, or agents within the state, and that neither is required to maintain nor maintains a registered agent for service in Texas. The evidence is also not disputed that the only business Herting or GJP had previously transacted in Texas was purchasing parts by mail from Classic Jaguar and purchasing a race car on eBay that Classic had advertised for sale on that site. Ghosh concedes that appellants’ forum contacts do not give rise to general jurisdiction over appellants. The parties instead join issue as to whether specific jurisdiction arises from Herting’s acts in connection with the sale of the red Jaguar to Ghosh. Appellants equate the underlying facts to those of the Texas Supreme Court’s seminal decision in Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777. In Michiana, the court addressed “whether suit can be brought in Texas based on a nonresident’s alleged misrepresentations in a telephone call with a Texas resident.” Id. at 784. Holten was a Texas resident. Michiana was a “factory outlet” that sold Coachman RYs at a location in Indiana. Michiana had neither employees nor property in Texas, and was not authorized to do business here. The court further observed that Michiana “does not advertise in Texas or on the Internet, and thus did not solicit business from Holten or anyone else in Texas.” Id. Holten, desiring to purchase a Coachman RV at a lower price than that available from Coachman dealers in Texas, inquired with the Coachman factory and, through it, learned of the Michia-na factory outlet and obtained its phone number. Holten called Michiana, and entered into an agreement to purchase a Coachman RV. He sent payment to Indiana and took delivery in Texas, paying for delivery himself. Dissatisfied with his RV, Holten subsequently sued Michiana in Texas, alleging misrepresentations by the company during the phone call. The Texas Supreme Court held that Michiana lacked minimum contacts with Texas because it had not purposefully availed itself of the privilege of conducting activities here. Although acknowledging that “a nonresident that directs marketing efforts to Texas in the hope of soliciting sales is subject to suit here in disputes arising from that business,” the Texas Supreme Court emphasized that “[b]oth the United States Supreme Court and this Court have found no purposeful availment in cases involving isolated sales by consumers who proposed to use the product in a state where the defendant did no business.” Id. at 785, 786. It analogized the case to WorldWide Volkswagen, in which the United States Supreme Court held that a New York car dealer who did not advertise or do business in Oklahoma could not be sued in that state just because one of its buyers was involved in a collision there. Id. at 787. The Texas Supreme Court reasoned: The facts here are not the same as those in Woodson, but do not differ in any material respect. Michiana knew Hol-ten would take his RV to Texas, while it was merely foreseeable to the defendant in Woodson that its buyer would drive his Audi to Oklahoma. But in either case the choice was entirely that of the purchaser; the seller had no say in the matter. Under Holten’s theory, Michia-na could be sued in any state or country from which he chose to place his call and take delivery. But as the Supreme Court stated, “unilateral activity ... cannot satisfy the requirement of contact with the forum State.” Id. (quoting World-Wide Volkswagen, 444 U.S. at 298, 100 S.Ct. 559). The court also relied upon its earlier decision in CMMC v. Salinas, 929 S.W.2d 435, 437-40 (Tex.1996), in which it had held that due process prohibited specific jurisdiction in Texas for a personal injury suit arising from winepress equipment sold by a French company to a Texas winery. The French company had “made no effort to market its winepress equipment in Texas” (although the company’s independent distributor had run ads for CMMC products in national publications circulated to Texas), “had made only one other sale in Texas,” and did not initiate the sale to the Texas buyer. Michiana, 168 S.W.3d at 787; see CMMC, 929 S.W.2d at 436-37, 439. In its subsequent Moki Mac decision, the Texas Supreme Court further illustrated these principles in distinguishing Michi-ana and CMMC from a Utah-based outdoor expedition company that had actively solicited Texas business by mailing solicitations to past and prospective customers, placing ads in local media, engaging in “mass and targeted direct-marketing email campaigns,” and utilizing continuing relationships with customers to recruit additional business. 221 S.W.3d at 577-79. It contrasted Michiana — a “seller [who] did not purposefully direct marketing efforts here to solicit sales” yet sold an RV to Holten in Texas “by the mere fortuity that Holten happened to reside here” — with Moki Mac, “[a] nonresident defendant that directs marketing efforts to Texas in the hope of soliciting sales,” who would be “subject to suit here for alleged liability arising from or relating to that business.” Id. at 576. In light of these principles, the Texas Supreme Court emphasized in Michiana, the bare fact that a nonresident defendant makes a sale to a Texas buyer does not constitute purposeful availment to the privilege of conducting activities in Texas so as to invoke the benefits and protections of its laws. Michiana, 168 S.W.3d at 786-87; see Moki Mac, 221 S.W.3d at 577 (“the mere sale of a product to a Texas resident will not generally suffice to confer specific jurisdiction upon our courts. Instead, the facts alleged must indicate that the seller intended to serve the Texas market.”); see also Michiana, 168 S.W.3d at 788 n. 59 (emphasizing that its precedents “should not be read to extend stream-of-commerce jurisdiction to a single sale”). The court similarly observed that, “the United States Supreme Court has emphatically answered the question whether a single contract with a Texas resident can automatically establish jurisdiction — ‘the answer clearly is that it cannot.’ ” Michiana, 168 S.W.3d at 786 (quoting Burger King, 471 U.S. at 475 n. 18, 478, 105 S.Ct. 2174). Although the court acknowledged that “in some circumstances a single contract may meet the purposeful-availment standard,” that is not the case “when it involves a single contact taking place outside the forum state.” Id. The court contrasted the single product sale at issue with long-term franchise agreements, see Burger King, 471 U.S. at 478-82, 105 S.Ct. 2174, and life-insurance policies, see McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223, 78 S.Ct. 199, 2 L.Ed.2d 223 (1957), which it deemed capable of constituting minimum contacts because they entail “many contacts over a long period of time.” Michiana, 168 S.W.3d at 787. The Texas Supreme Court further contrasted purposeful availment to “the benefits and protections of the laws” with the mere realization of “financial benefits accruing to the defendant from a collateral relation with the forum state [that] do not stem from a constitutionally cognizable contact.” Id. at 787-88. It suggested that “it is hard to imagine what possible benefits and protections Michiana enjoyed from Texas law. Holten paid for the RV in advance and could not have planned on taking it to Indiana regularly for service. Everything Michiana wanted out of the contract it had in hand.” Id. at 787. “Indeed,” the court posited, “it is hard to imagine how Michiana would have conducted its activities any differently had Texas had no law at all.” Id. The supreme court also held that two other acts by Michiana did not constitute purposeful availment: (1) Michiana’s arrangement with a shipper to deliver the RV to Holten for use in Texas, and (2) Michiana’s alleged misrepresentations during the phone call. Regarding shipping, the court observed that “[delivery was at Holten’s sole request and sole expense,” and added, “If a seller of chattels is subject to suit wherever a customer requests delivery, then the chattel has become its agent for service of process — a conclusion that the United States Supreme Court has expressly rejected.” Id. at 788 (citing World-Wide Volkswagen, 444 U.S. at 296, 100 S.Ct. 559). It relied on its holding in CMMC that due process prohibited a state court from taking “personal jurisdiction over a foreign manufacturer merely because it knew its allegedly defective product would be shipped to that state.” Id. (quoting CMMC, 929 S.W.2d at 436). Notably, the French manufacturer in CMMC had shipped its product to the Texas buyer F.O.B. Houston — i.e., CMMC tendered delivery of the product in Texas and title passed there — but neither the CMMC nor Michiana courts seemed to regard this act as constituting purposeful availment to the benefits and protections of Texas law. See id.; CMMC, 929 S.W.2d at 437-40; cf. American Type Culture Collection, 83 S.W.3d at 808 (fact that goods were delivered F.O.B. to an out-of-state location as significant factor in finding no general jurisdiction) (citing Bearry v. Beech Aircraft Corp., 818 F.2d 370, 375-76 (5th Cir.1987)). As for Michiana’s alleged misrepresentations during the phone call from Holten, the Texas Supreme Court squarely rejected the notion that personal jurisdiction comported with due process when asserted on the sole basis that “a tortfeasor knows that the brunt of the injury will be felt by a particular resident in the forum state.” Michiana, 168 S.W.3d at 788-89 (terming the theory “committing a tort ‘in’ Texas” and “directed-a-tort jurisdiction”). Instead, the court reasoned, the defendant’s underlying acts — its “conduct and connection to the forum” — must constitute purposeful availment apart from whether or not those acts gave rise to tort liability. Id. And, the act of “a single unsolicited phone call a nonresident answered from a single private individual in the forum state,” the court emphasized, did not constitute purposeful availment. Id. at 788-90 (distinguishing tort in phone calls from those arising from the publications of thousands of allegedly defamatory articles in the forum state and “conduct ... aimed at getting extensive business in or from the forum state”). Appellants urge that Michiana compels us to hold they did not purposefully avail themselves to the privilege of doing business in Texas so as to invoke the benefits and protections of its laws. Ghosh, like Holten, sued appellants based on misrepresentations allegedly made from out of state during one or more telephone calls. Each of these phone calls, Herting testified without dispute, was initiated by Ghosh. The mere allegation or proof that Ghosh relied on these out-of-state representations in Texas cannot support jurisdiction, appellants contend, nor are these phone calls proof of purposeful availment. See Michiana, 168 S.W.3d at 788-92. Appellants add that there is no evidence they purposefully solicited Ghosh’s business in a manner that could give rise to specific jurisdiction. To the contrary, they emphasize Ghosh’s admissions that he had learned about Herting and the Jaguar from Mooney (a third party) and called Herting in reliance on Mooney’s vouching for both the car and Herting’s work. See Michiana, 168 S.W.3d at 785 (only defendant’s acts count in determining whether it purposefully availed itself to the forum). Consequently, appellants maintain, the only Texas connection between the phone conversations and the parties’ ultimate “deal” was that Ghosh happened to live in Texas. See Moki Mac, 221 S.W.3d at 576. Unlike Michiana, appellants did advertise on the Internet. Cf. Michiana, 168 S.W.3d at 784 (noting that Michiana “does not advertise in Texas or on the Internet, and thus did not solicit business from Hol-ten or anyone else in Texas.”). Nonetheless, they point out that under the “Texas law on Internet activities” recognized in Michiana, a mere “passive” website advertisement — one that does not permit interactivity — does not constitute purposeful availment to the viewer’s forum. Appellants emphasize that Herting’s ad consisted only of photographs and statements, listed an asking price of $38,000, and directed inquires to Herting’s South Dakota telephone number and email address, but did not enable a viewer to interact online with Herting. See Mink v. AAAA Dev. LLC, 190 F.3d 333, 336 (5th Cir.1999). The fact that the owner of the website was Austin-based Classic Jaguar, appellants farther assert, does not distinguish their passive website advertisement from one posted anywhere else in the world. Appellants stress that Herting posted similar ads on two other websites around the world that were calculated to reach Jaguar enthusiasts worldwide — Jag-Lovers, based in Bergen, Norway and eBay, located in California. The Classic Jaguar website was included among these, Herting testified without dispute, not because of its geographic location but because it, like the other two sites, was well-known and well-respected within the global community of Jaguar enthusiasts. Cf. Moki Mac, 221 S.W.3d at 577-78 (“a nonresident defendant’s advertising in local media ‘in and of itself, is a sufficiently purposeful act that is done in Texas.’ ”) (quoting Siskind v. Villa Found, for Educ., Inc., 642 S.W.2d 434, 436 (Tex.1982)); with CMMC, 929 S.W.2d at 440 (finding no purposeful availment where only marketing efforts to Texas consisted of ads run in national publications having Texas subscribers). As for Herting’s conduct in Texas, appellants dismiss it as akin to Michiana’s shipping the RV to Holten in Texas. See Michiana, 168 S.W.3d at 788 (“If a seller of chattels is subject to suit wherever a customer requests delivery, then the chattel has become its agent for service of process — a conclusion the United States Supreme Court has expressly rejected.”) (citing World-Wide Volkswagen, 444 U.S. at 296, 100 S.Ct. 559); see also CMMC, 929 S.W.2d at 437-40 (finding no personal jurisdiction over manufacturer that knew a machine it sold a Texas buyer was being shipped here F.O.B. Houston). In appellants’ view, they executed a sale contract with Ghosh before the Jaguar ever left South Dakota and were merely performing under that agreement while in Texas. Michiana, 168 S.W.3d at 787 (mere existence of a contract with a forum resident does not constitute purposeful availment). The fact that performance took place in Texas as opposed to South Dakota or somewhere else, appellants add, stems from the fortuities that (1) Herting had already made plans to travel to Classic Jaguar with a trailer to pick up the race car appellants had purchased; and (2) that location also happened to be convenient to Ghosh, who lived in Houston and desired to have Classic work on the car. Appellants add that Herting’s trip to Texas did not seek or obtain benefits or protections from Texas law, but merely provided a courtesy to Ghosh that saved him the costs and inconvenience of having to make separate shipping and payment arrangements to gain possession of the car. Although attributing somewhat greater jurisdictional significance to appellants’ advertisement on the Classic Jaguar website and his telephone conversations with Hert-ing, Ghosh acknowledges that personal jurisdiction ultimately hinges on the implications of Herting’s acts while physically present in Texas. He urges that Herting availed himself of the benefits and protections of Texas law by traveling to Texas and selling him the Jaguar here. As noted, Ghosh disputes appellants’ view of the “deal” they struck by telephone as “complete nonsense,” claiming that he had agreed only to a price of $35,000 if he decided to purchase the car after seeing it in Austin and that “any deal that was going to be conducted was going to be conducted here.” In the alternative, Ghosh argues that if the parties had executed a sale contract by phone, appellants purposefully availed themselves to Texas by agreeing to deliver the car and accept payment here. See Ball v. Bigham, 990 S.W.2d 343, 348 (Tex.App.-Amarillo 1999, no pet.) (nonresident purposefully availed himself of Texas when executing Kansas sale contract and accepting payment in consideration of his promise to deliver engine to Texas and assist in its installation). Assuming without deciding that the “deal” the parties struck by telephone constituted a contract for sale, as appellants contend, we nonetheless conclude that Herting’s acts in Texas constituted purposeful availment of the privilege of conducting activities in Texas so as to invoke the benefits and protections of Texas law. To understand why, we first consider the nature of the duties that Herting would have assumed under this sale contract. Both Texas and South Dakota have adopted the Uniform Commercial Code, and the applicable provisions of each state’s version are materially identical. It is undisputed that Herting agreed to deliver the Jaguar to Ghosh in Austin. Upon tender of delivery in Austin, title would pass to Ghosh. See Tex. Bus. & Com.Code Ann. §§ 2.401(b), 2.503; S.D. Codified Laws §§ 57A-2-401(2), 57A-2-503 (2004). Tender of delivery was a condition to Ghosh’s duty to accept the Jaguar and, unless otherwise agreed, to pay for it. See Tex. Bus. & Com.Code Ann. § 2.507(a) (West 1994); S.D. Codified Laws § 57A-2-507(1) (2004). Conversely, unless otherwise agreed, Ghosh’s tender of payment was a condition to Herting’s duty to tender and complete delivery. See Tex. Bus. & Com.Code Ann. § 2.511(a) (West 1994); S.D. Codified Laws § 57A-2-511(l) (2004). Here, it is undisputed that Herting had agreed to accept payment from Ghosh upon his delivery of the Jaguar in Austin. The obligation to tender delivery required Herting to place at Ghosh’s disposal a Jaguar conforming to their sale agreement. See Tex. Bus. & Com.Code Ann. §§ 2.201, 2.313 (West 1994), § 2.503(a); S.D. Codified Laws §§ 57A-2-201, 57A-2-313, 57A-2-503G) (2004). Ghosh had the right to reject the Jaguar if it did not conform to the sale contract. See Tex. Bus. & Com.Code Ann. §§ 2.508(a), 2.510(a), 2.601, 2.602 (West 1994); S.D. Codified Laws §§ 57A-2-508G), 57A-2-510(1), 57A-2-601, 57A-2-602 (2004). The U.C.C. also entitled Ghosh to inspect the car before payment or acceptance. See Tex. Bus. & Com.Code Ann. § 2.513 (West 1994); S.D. Codified Laws § 57A-2-513 (2004). Ghosh accepted the Jaguar and paid Herting. See Tex. Bus. & Com.Code Ann. § 2.606 (West 1994); S.D. Codified Laws § 57A-2-606 (2004). For the same reasons, the fact that Herting personally delivered the Jaguar would not necessarily distinguish these facts from those of CMMC, as the third-party shipper there was acting as the French company’s agent when delivering the winepress equipment and transferring title in Texas. See id. More generally, territorial presence can be a key factor tending to enhance a potential defendant’s affiliation with a state and demonstrating the purposefulness of the contact, Burger King, 471 U.S. at 476, 105 S.Ct. 2174, but Michiana makes clear that the bare fact of physical presence in a state does not necessarily equal purposeful availment. The Michiana court cited with approval a court of appeals decision that Texas had no personal jurisdiction over a nonresident shipowner whose agent had assaulted and denied wages to seamen while their ship was physically present in a Texas port. See id. at 788 n. 62 (citing with approval Antonio v. Marino, 910 S.W.2d 624, 627-28 (Tex.App.-Houston [14th Dist.] 1995, no writ)). Although commission of a tort while physically present in the forum state is a well-established basis for personal jurisdiction, the court of appeals had reasoned that the shipowner had not purposefully availed itself of Texas because the ship’s location when the torts allegedly occurred had been determined by its chartering company. See Antonio, 910 S.W.2d at 627-28 (noting that ship “has no regular schedule of ports at which it calls, but follows the schedule of the [third-party] charterer”); Michiana, 168 S.W.3d at 788 n. 62 (citing Antonio for proposition that “nonresident shipowner whose agent assaulted and denied wages to seamen in Texas port had not purposefully availed itself of Texas because ship’s location was fortuitous.”); see also American Type Culture Collection, 83 S.W.3d at 806 (“The defendant’s activities, whether they constitute direct acts within Texas or conduct outside Texas, must justify a conclusion that the defendant could reasonably anticipate being called into a Texas court.”) (emphasis added). We consider whether Herting’s agreement to undertake these acts in Texas and his subsequent performance constitutes purposeful availment under the principles identified in Michiana and CMMC. The mere fact that Herting executed a sale contract with Ghosh would not suffice. See Michiana, 168 S.W.3d at 786 (quoting Burger King, 471 U.S. at 475 n. 18, 478, 105 S.Ct. 2174). Nor would it appear, especially under CMMC, that Herting’s tender of delivery in Texas and transfer of title here is alone sufficient to support personal jurisdiction. See id. at 788 (“If a seller of chattels is subject to suit wherever a customer requests delivery, then the chattel has become its agent for service of process.... ”); CMMC, 929 S.W.2d at 437-40. On the other hand, there are factual distinctions between the actions Herting agreed to perform here and those of the sellers in Michiana and CMMC. In neither of those cases did the seller pay for delivery: In Michiana, the supreme court emphasized that Holten paid for delivery himself, see Michiana, 168 S.W.3d at 788 (“[delivery in Texas was at Holten’s sole request and sole expense.”), whereas in CMMC, shipment was paid for by the French company’s independent distributor through whom the Texas company had placed its order. CMMC, 929 S.W.2d at 436 (noting that distributor, KLR, had “instructed CMMC to arrange with A. Ger-maine, a freight forwarder paid by KLR, to transport the press from CMMC’s factory in Chalonnes, France, to the ship on which it would travel to the United States”). Herting, by contrast, delivered the Jaguar to Texas at his sole expense. Additionally, the parties agreed that payment would be made upon delivery of the Jaguar in Austin. In Michiana, in regard to whether the company had availed itself to the benefits and protections of Texas law, the Texas Supreme Court emphasized that “Holten paid for the RV in advance, and ... [everything Michiana wanted out of the contract it had in hand.” Michiana, 168 S.W.3d at 787. In sum, assuming appellants’ characterization of the “deal” struck by phone as a contract for sale of the Jaguar, the contract provided that the entire sale was to be performed in Texas. See Tex. Bus. <& Com.Code Ann. § 2.106(a) (a “sale” consists in the passing of title from the seller to the buyer for a price); S.D. Codified Laws § 57A-2-106(l) (2004) (same). In this way, the transaction was directed to Texas to a degree that those in Michiana and CMMC were not. We cannot agree with appellants that Herting’s physical presence in Texas when closing the sale is “fortuitous” rather than “purposeful” in the sense the United States and Texas supreme courts have employed those concepts. Although his previously-planned trip to pick up the race car from Classic Jaguar may have fortuitously created a good opportunity to perform the sale in Texas, Herting nonetheless acted purposefully in opting to do so. In contrast to the shipowner in Antonio, who had no control over where the ship would port, Antonio, 910 S.W.2d at 627-28, or Michia-na, who had no say over where the RV would end up, Michiana, 168 S.W.3d at 787, there is legally and factually sufficient evidence to support the trial court’s implied findings that Herting had discretion and control over whether he would close the sale in Texas. As the Texas Supreme Court observed in Michiana, the purposeful-availment concept is based on implied consent — a nonresident may structure its transactions so as either to invoke the benefits and protections of Texas laws, thus impliedly consenting to suit there, or to “purposefully avoid [Texas] by structuring its transactions so as neither to profit from the forum’s laws nor be subject to its jurisdiction.” Michiana, 168 S.W.Sd at 785. Herting’s actions are much closer to the former than the latter. We also cannot agree with appellants’ contention that Herting’s actions, even if purposeful, did not constitute availment to the benefits and protections of Texas law. See Moki Mac, 221 S.W.3d at 576 (observing that “standing alone, delivery of the single RV to Texas to accommodate Holten was a ... deficient basis for jurisdiction”). Herting realized a significant benefit from his actions in Texas: he closed the sale and left with a $35,000 check. He enjoyed the benefits and protections of Texas law in the process. See Arterbury v. American Bank & Trust Co., 553 S.W.2d 943, 948-49 (Tex.Civ.App.-Texarkana 1977, no writ) (nonresident defendant “enjoyed the benefits and protections of the laws of Texas, including the right to resort to our courts” as its Texas agents repossessed cars here on its behalf); see also Ball, 990 S.W.2d at 348. These facts stand in contrast to Michiana, where “[everything Michiana wanted out of the contract it had in hand” before the RV ever left Indiana. See Michiana, 168 S.W.3d at 787. Nor did Hert-ing evidence any intent to avoid the application of Texas law to his actions in our capítol city. Cf. id. at 792-93 (discussing forum-selection clauses as proof of intent not to avail oneself to a forum); Hydrokinetics, Inc. v. Alaska Mechanical, Inc., 700 F.2d 1026, 1029-30 (5th Cir.1983) (citing an Alaska choice-of-law clause among other factors demonstrating that defendant did not avail itself to the benefits and protections of Texas law). We further observe that while minimum-contacts analysis may often turn on fine factual distinctions, this does not mean that we apply “mechanical tests.” Burger King, 471 U.S. at 478, 105 S.Ct. 2174 (quoting International Shoe, 326 U.S. at 319, 66 S.Ct. 154). Rather, “[i]t is the quality and nature of the defendant’s contacts, rather than their number, that is important.” American Type Culture Collection, 83 S.W.3d at 806. When considering the quality and nature of a defendant’s contacts with Texas, we do not, in other words, lose sight of our ultimate due process inquiry: whether the assertion of jurisdiction is reasonable in light of the nature of the defendant’s actions in the forum and the state’s interests implicated by them. Here, appellants agreed to conduct the entire sale transaction involving the Jaguar in Texas, and it is not unreasonable or unexpected that they might be hailed into court here in regard to claims arising from that activity. See Arterbury, 553 S.W.2d at 948-49 (rejecting due-process challenge to assertion of specific jurisdiction over nonresident defendant based on its agent’s acts when repossessing cars in Texas). Appellants’ assertions to the contrary — particularly their theory that Herting was not purposefully availing himself because he was merely “performing” the sale contract— are ultimately the sort of “ ‘conceptualistic ... theories of the place of contracting or of performance’” that we are to avoid. Burger King, 471 U.S. at 478-79, 105 S.Ct. 2174 (quoting Hoopeston Canning Co., 318 U.S. at 316, 63 S.Ct. 602). We hold that Herting purposefully availed himself of the benefits and protections of Texas law when closing the sale of the red Jaguar in Texas. Yet, as Moki Mac demonstrates, purposeful availment is only one component of specific-jurisdiction minimum contacts analysis. “Specific-jurisdiction analysis has two co-equal components. For specific-jurisdiction purposes, purposeful availment has no jurisdictional relevance unless the defendant’s liability arises from or relates to the forum contacts.” Moki Mac, 221 S.W.3d at 579. Appellants argue that even if Herting’s activities in Texas constitute purposeful availment, Ghosh’s claims do not arise from or relate to that contact. Relatedness To evaluate the “relatedness” prong of specific jurisdiction, we are to examine whether there is a “substantial connection between those contacts and the operative facts of the litigation.” Id. at 585. Applying that standard, the Texas Supreme Court in Moki Mac looked to the factual issues that it anticipated would be the primary focus at trial to determine whether the plaintiffs’ misrepresentation claims arose from or related to Mold Mac’s purposeful solicitation of Texas customers: [T]he operative facts of the Druggs’ suit concern principally the guides’ conduct of the hik