United States District Court, District of Massachusetts
MEMORANDUM AND ORDER
ALLISON D. BURROUGHS, DISTRICT JUDGE.
In this action for breach of contract and declaratory judgment, VeliQ USA, Inc. ("VeliQ USA") alleges that Mobillogix, LLC ("Mobillogix") breached a Master Service Agreement ("MSA") under which Mobillogix was to purchase licenses to VeliQ USA's platform, incorporate that platform into Mobillogix's own product, and then sell that product to Mobillogix's end user customers. VeliQ USA alleges that Mobillogix breached the MSA by refusing to pay VeliQ USA for the licenses it agreed to purchase.
VeliQ USA is a Massachusetts corporation based in Boston, Massachusetts, and Mobillogix is a Delaware corporation with an address in Baltimore, Maryland.
Before the Court is Mobillogix's Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer (ECF No. 7). As to the alternative request, if the Court finds that dismissal is not warranted, Mobillogix asks the Court to transfer the case to the United States District Court for the District of Arizona pursuant to 28 U.S.C. § 1404. For the reasons discussed herein, Mobillogix's motion is denied as to both requests.
II. Legal Standard
As the plaintiff, VeliQ USA bears the burden of establishing the Court's personal jurisdiction over Mobillogix. Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P .A., 290 A. 3d 42, 50 (1st Cir. 2002). Under the "prima facie" standard for determining whether VeliQ USA has met its burden, "the inquiry is whether the plaintiff has proffered evidence which, if credited, is sufficient to support findings of all facts essential to personal jurisdiction." Bluetarp Fin., Inc. v. Matrix Constr. Co., 709 F.3d 72, 79 (1st Cir. 2013) (quoting Phillips v. Prairie Eye Ctr., 530 F.3d 22, 26 (1st Cir. 2008)). "The plaintiff's properly documented evidentiary proffers are accepted as true for purposes of making the prima facie showing, and we construe these proffers in a light most favorable to plaintiff's jurisdictional claim." Id.
The Massachusetts Long-Arm Statute, G.L. c. 223A, § 3, provides, in relevant part: "A court may exercise personal jurisdiction over a person, who acts directly or by an agent, as to a cause of action in law or equity arising from the person's (a) transacting any business in this commonwealth . . . ." In Massachusetts, "[w]e may sidestep the statutory inquiry and proceed directly to the constitutional analysis, however, because the Supreme Judicial Court of Massachusetts has interpreted the state's long-arm statute ‘as an assertion of jurisdiction over the person to the limits allowed by the Constitution of the United States.'" Daynard, 290 F.3d at 52 (quoting "Automatic" Sprinkler Corp. of Am. v. Seneca Foods C orp., 361 Mass. 441, 443 (1972)).
The First Circuit applies a three-part test in determining whether the exercise of personal jurisdiction over a nonresident defendant is constitutional:
1. whether the claim "directly arise[s] out of, or relate[s] to, the defendant's forum state activities;" (2) whether the defendant's in-state contacts "represent a purposeful availment of the privilege of conducting activities in the forum state, thereby invoking the benefits and protections of that state's laws and making the defendant's involuntary presence before the state's courts foreseeable;" and (3) whether the exercise of jurisdiction is reasonable.
C.W. Downer & Co. v. Bioriginal Food & Sci. Corp., 771 F.3d 59, 65 (1st Cir. 2014) (quoting Daynard, 290 F.3d at 60).
A. Personal Jurisdiction
In its Opposition brief (ECF No. 12), VeliQ USA makes certain evidentiary proffers supported by affidavit of its Chief Financial Officer (ECF No. 13). At this stage, the Court accepts these evidentiary proffers as true. Without reciting all of VeliQ USA's proffered facts, the Court highlights those items that are most salient to the ...