Ewing Oil Corp., is a Delaware corporation with its principal place of business in California. They are an oil distribution company that operates in North and South America. They entered into a long-term Crude Oil Supply Agreement with Barnes-Wentworth, Inc., who is an Oklahoma-based company incorporated in Oklahoma and Buenos Aires Petroleum Co. (BAPCO), the Argentinian state oil company based in Buenos Aires, Argentina. BAPCO and Barnes-Wentworth generally did business together. The parties entered the Agreement at a meeting in Barnes-Wentworth’s Dallas office after back and forth negotiations, which also happened in Texas at Barnes-Wentworth’s Dallas office. Barnes-Wentworth has numerous oil production facilities in Texas that are supervised and managed out of the Dallas field office. The Agreement was entered into to create a market for BAPCO’s and Barnes-Wentworth’s crude oil through Ewing Oil’s extensive U.S. distribution and retail channels.
In the terms of the Agreement, BAPCO and Barnes-Wentworth were to supply crude to Ewing Oil at an agreed discount rate compared with what the two charged on the open market. Over time, Ewing Oil believed that BAPCO and Barnes-Wentworth were overcharging for the crude oil and demanded repayment of any over amount paid. When BAPCO and Barnes-Wentworth refused to issue any over-payment, Ewing Oil brought suit on the contract against Barnes-Wentworth and BAPCO in Texas federal court, claiming $100 million dollars in damages. Both defendants were served at their headquarters. When BAPCO and Barnes-Wentworth responded to the complaint, they both filed motions to dismiss for lack of personal jurisdiction. Assume Texas has a long-arm statute permitting the exercise of jurisdiction over all parties to contracts negotiated and/or executed in Texas. How should the court rule?