United States District Court, D. Massachusetts
FRANCES M. MULLALY, et al. Plaintiffs,
SUNRISE SENIOR LIVING MANAGEMENT, INC., et al., Defendants.
MEMORANDUM OF DECISION AND ORDER ON DEFENDANT'S
MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND
FAILURE TO STATE A CLAIM
GAIL DEIN UNITED STATES MAGISTRATE JUDGE.
Frances M. Mullaly and Mark F. Mullaly, husband and wife, and
residents of Massachusetts (collectively,
“Plaintiffs”), have brought this action against
Sunrise Senior Living Management, Inc. (“Sunrise
Management”), SZR Norwood, LLC (“Sunrise
Norwood”), and Sunrise Senior Living, LLC (“SSL,
LLC”) in connection with alleged injuries Frances M.
Mullaly sustained when she fell on the premises at 86
Saunders Road, Norwood, Massachusetts, a senior living
community, as a result of the Defendants' alleged failure
to exercise due care in maintaining the premises. (Docket No.
15 (First Amended Complaint) at ¶ 8). Mark M. Mullaly
claims loss of consortium due to his wife's alleged
injuries. (Id. at ¶¶ 31-36).
matter is before the court on SSL, LLC's motion to
dismiss for lack of personal juris-diction and for failure to
state a claim. (Docket No. 18). SSL, LLC argues that the
claims against it must be dismissed pursuant to Fed.R.Civ.P.
12(b)(2) because it lacks sufficient contacts with
Massachusetts to support this court's exercise of
personal jurisdiction. Alternatively, SSL, LLC argues that
Plaintiffs have failed to state a claim against it under any
legal theory, and that the complaint should be dismissed
pursuant to Fed.R.Civ.P. 12(b)(6). There is no pending motion
as to Sunrise Management or Sunrise Norwood. Plaintiffs
oppose SSL, LLC's motion and argue that there is
sufficient evidence to demonstrate that SSL, LLC is subject
to the jurisdiction of this court. Alternatively, at the
hearing on this matter, Plaintiffs requested that they be
allowed jurisdictional discovery.
factual record relating to the status of SSL, LLC, and its
contacts with Massachusetts, is inconsistent and ambiguous.
Therefore, and for the reasons that follow, this court finds
that Plaintiffs should be allowed limited jurisdictional
discovery. SSL, LLC's motion to dismiss for lack of
personal jurisdiction and for failure to state a claim is
DENIED WITHOUT PREJUDICE, subject to renewal, if appropriate,
after completion of limited discovery as detailed below.
STATEMENT OF FACTS
Management is a corporation duly organized and existing under
the laws of the Commonwealth of Virginia, with its principal
office located at 7902 Westpark Drive, McLean, Virginia, and
has been registered as a foreign corporation in the
Commonwealth of Massachusetts since 2003. (Docket No. 15 at
¶ 3). There is no dispute that Sunrise Management is a
proper party to this action and that it is in the business of
managing and operating assisted living communities, including
Sunrise Norwood where Frances Mullaly allegedly sustained
injuries. (Docket No. 19 (SSL, LLC's Memorandum) at 4).
Sunrise Norwood is a limited liability corporation duly
organized and existing under the laws of the State of
Delaware, with its principal office being located at 7900
Westpark Drive, 7th Floor, McLean, Virginia, and has been
registered as a foreign corporation in the Commonwealth of
Massachusetts since October 28, 2005. (Docket No. 15 ¶
4). As noted above, there is also no dispute that this court
has jurisdiction over Sunrise Norwood as well.
LLC is a Delaware limited liability company with its
principal place of business at 7902 Westpark Drive, in
McLean, Virginia, and is the parent company of Sunrise
Management. (Id ¶ 5; Docket No. 19-1 (Affidavit
of Marc Roder, SSL authorized representative) at ¶¶
3-4; Docket No. 21-15 (Sunrise Senior Living website page
showing corporate headquarters for SSL, LLC)). While the
Plaintiffs contend that this court has jurisdiction over SSL,
LLC, that Defendant has submitted the Affidavit of Marc Roder
seeking to refute Plaintiffs' jurisdictional allegations.
(Docket No. 19-1). He states in relevant part that:
SSL, LLC is the parent company to various wholly owned and
separately existing subsidiary corporations. SSL, LLC's
business consists of owning interests in separately existing
subsidiary corporations. SSL, LLC exercises only that degree
of oversight normally expected of a parent company interested
in its subsidiary corporations. (Id ¶ 4).
SSL, LLC's principal place of business is in McLean,
Virginia. SSL, LLC does not have any offices in any state
other than Virginia. (Id. ¶ 5).
SSL, LLC does not have any employees in any state other than
Virginia. (Id. ¶ 6).
SSL, LLC does not now and has not previously conducted
business in Massachusetts and is not licensed or authorized
to conduct business in Massachusetts. (Id. ¶
SSL, LLC does not now and has not previously solicited
business in Massachusetts or contracted to do business in
Massachusetts. (Id. ¶ 8).
SSL, LLC has not designated any agent to accept service of
process in Massachusetts. (Id. ¶ 9).
SSL, LLC has never owned or rented any property in
Massachusetts. (Id. ¶ 10).
SSL, LLC has never maintained any bank accounts in
Massachusetts. (Id.¶ 11).
SSL, LLC does not and did not own, operate, manage or control
the property located at 86 Saunders Road, Norwood,
Massachusetts. (Id.¶ 16).
SSL, LLC is not and was not responsible for maintenance or
repairs at the property located at 86 Saunders Road, Norwood,