United States District Court, D. Massachusetts
MEMORANDUM & ORDER
Nathaniel M. Gorton, United States District Judge.
is a representative of a putative class of annuity holders.
He brings claims against Aviva International Insurance
Limited (formerly known as CGU International Insurance,
hereinafter “CGU”), as well as several other
defendants, for breach of contract, breach of fiduciary duty,
promissory estoppel and unjust enrichment. At issue now is
defendant’s motion to dismiss all claims against CGU
for want of personal jurisdiction.
2001, Griffiths resolved a personal injury suit against the
City of Honolulu. Instead of receiving a lump sum settlement,
he opted to purchase a structured settlement annuity to
ensure a steady income for the rest of his life.
bought the annuity from Aviva Life Insurance Company and
Aviva London Assignment Corporation (collectively
“Aviva”). Part of the appeal of the annuity was
that Aviva had entered into a capital maintenance agreement
(“CMA”) with defendant, CGU, by which CGU
guaranteed all annuities sold by Aviva. Plaintiff alleges
that the guarantee added value, stability and confidence to
the annuity. According to plaintiff, the guarantee was
represented as being “absolute, unconditional, present
and continuing.” In October, 2013, Aviva divested its
ownership of Griffiths’ annuity and the obligation was
transferred to a company known as Athene London Assignment
Corporation. As a result of that transfer, the CMA between
Aviva and CGU was terminated and the annuity was no longer
guaranteed by CGU.
a London-based corporation and is a wholly-owned subsidiary
of Aviva PLC, a holding company organized under the laws of
England and Wales. CGU has no offices or employees in
Massachusetts, pays no Massachusetts taxes and maintains no
bank accounts in Massachusetts. CGU had no involvement in the
marketing, selling, paying or setting of rates of the
annuities at issue and its involvement in this case and in
Massachusetts is confined to its role as guarantor of
structured settlement annuities sold by Aviva.
July, 2015, Griffiths filed a complaint against CGU and five
other defendants. With respect to all defendants, plaintiff
alleges breach of contract, breach of a fiduciary duty,
promissory estoppel and unjust enrichment. Each claim stems
from the termination of the CMA between Aviva and CGU. CGU
seeks to dismiss all claims against it for lack of personal
order for a Court’s orders to bind a party, the Court
must exercise personal jurisdiction over that party. On a
motion to dismiss for want of personal jurisdiction,
plaintiff bears the burden of showing that such jurisdiction
exists. Massachusetts Sch. of Law v. ABA, 142 F.3d
26, 34 (1st Cir. 1998); see Fed.R.Civ.P. 12(b)(2).
In conducting this inquiry, the Court accepts the facts put
forth by plaintiff and those facts are construed in the light
most favorable to plaintiff’s jurisdictional claim.
Massachusetts Sch. of Law, 142 F.3d at 34.
Additionally, the Court considers as true the facts put forth
by defendant to the extent that they are not contradicted.
must make two showings: that jurisdiction is statutorily
authorized, and that the exercise of jurisdiction is
consistent with the Due Process Clause of the United States
Constitution. Astro-Med, Inc.v. Nihon
Kohden Am., Inc., 591 F.3d 1, 8 (1st Cir. 2009). Because
the Court has jurisdiction over this case based on a
diversity of citizenship, 28 U.S.C. § 1332, the Court
“is the functional equivalent of a state court sitting
in the forum state.” Ticketmaster-New Yorkv. Alioto, 26 F.3d 201, 204 (1st Cir.
1994). In other words, in diversity cases “the district
court’s personal jurisdiction over a nonresident
defendant is governed by the forum’s long-arm
Farrell, 70 F.3d 1381, 1387 (1st Cir. 1995) (quoting
Goldman, Antonetti, Ferraiuoli, Axtmayer &
Hertellv. Medfit Int’l, Inc.,