Assignment - Personal Jurisdiction Exercise

Ewing Oil Corp., a Delaware corporation with its principal place of business in California, is an oil distribution company that operates principally in North and South America. It entered a long-term Crude Oil Supply Agreement ("Agreement") with Barnes-Wentworth, Inc., 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 months of negotiations, which also occurred in Texas at Barnes-Wentworth's Dallas office (Barnes-Wentworth has several major oil production facilities in Texas that are supervised and managed out of the Dallas field office). The Agreement was entered into in order to generate a market for BAPCO's and Barnes-Wentworth's crude oil through Ewing Oil's extensive U.S. distribution and retail channels.

Under the terms of the Agreement, BAPCO and Barnes-Wentworth were supposed to supply crude to Ewing Oil at an agreed discount rate compared with what the two charged on the open market. Over time, however, Ewing Oil came to believe that BAPCO and Barnes-Wentworth were overcharging it for crude oil and demanded repayment of the excess amounts paid. When BAPCO and Barnes-Wentworth refused to issue payment, Ewing Oil brought suit on the contract against Barnes-Wentworth and BAPCO in Texas federal court, demanding $100 million dollars in damages. Both defendants were served at their respective headquarters. Assume Texas has a long-arm statute permitting the exercise of jurisdiction over all parties to contracts negotiated and/or executed in Texas.

In response to the complaint, BAPCO and Barnes-Wentworth both filed motions to dismiss for lack of personal jurisdiction. How should the court rule?

Please write your response in a manner that cited applicable case law and/or applicable statutes. An IRAC-style essay would be appropriate for this assignment.