Clean Harbors Environmental Services, Inc.
Klondex Gold & Silver Mining Co No. 137271
June 29, 2017
MEMORANDUM OF DECISION
Michael D. Ricciuti, Justice of the Superior Court.
Clean Harbors Environmental Services, Inc. (" Clean
Harbors") is a Massachusetts corporation. It brings this
action against defendant Klondex Gold & Silver Mining Co.
(" Klondex"), a Nevada corporation, alleging that
Klondex failed to pay invoices in breach of a contract with
Clean Harbors. Klondex moves to dismiss for lack of lack of
personal jurisdiction under Rule 12(b)(2), Mass.R.Civ.P., or
alternatively for dismissal on forum non conveniens
consideration of the parties' memoranda of law and
illuminating oral arguments, and for the reasons that follow,
the Court concludes that it does not have jurisdiction over
this matter. Accordingly, Klondex's motion to dismiss is
considering a motion to dismiss, the Court takes as true the
allegations of the complaint, as well as such inferences as
may be drawn from them in favor of the non-moving party.
Warner-Lambert Co. v. Execuquest Corp., 427 Mass.
46, 47, 691 N.E.2d 545 (1998). In analyzing a motion to
dismiss under Rule 12(b)(2), the court may properly consider
materials outside of the pleadings, including affidavits and
attachments. Heins v. Wilhelm Loh Wetzlar Optical
Machinery GMBH & Co. KG., 26 Mass.App.Ct. 14, 15,
522 N.E.2d 989 (1988).
relevant facts as revealed in the record are largely
Harbors is a Massachusetts corporation with a principal place
of business in Norwell, Massachusetts, and a permanent place
of business in Weymouth, Massachusetts.
2002, Clean Harbors has been qualified to transact business
in Nevada and has a registered office in Nevada. Since 2006,
Clean Harbors has been licensed with the Nevada State
Contractors Board to do business as a contractor in Nevada.
is a corporation organized under the laws of Nevada. Its
registered office and principal place of business is in
Nevada. Leaving aside what occurred in this case, Klondex
does not transact business in Massachusetts. It does not
have, and has never had, any employees or registered agents
in Massachusetts, does not maintain and has never had any
bank accounts in Massachusetts, and has not owned and does
not currently own real or personal property in Massachusetts.
operates the Fire Creek Mine in Lander County. Nevada.
August and September 2015, Klondex and Clean Harbors began
discussions for Clean Harbors to perform work on behalf of
Klondex at the Fire Creek Mine. The negotiations occurred
exclusively between Clean Harbor's Nevada office and
Klondex in Nevada. No one from Clean Harbors in Massachusetts
negotiated with Klondex; indeed, no letters, ...