United States District Court, D. Massachusetts
OPINION AND ORDER
A. O'Toole, Jr. United States District Judge
Oil Limited Partnership (“Gulf”) alleges claims
against BP Products North America (“BP”) for
tortious interference with contract and advantageous business
relations or business expectancy (Count VI); violation of
Massachusetts General Laws Chapter 93A, § 11 (Count
VII); conspiracy under Virginia Code § 18.2-499, et
seq. (Count VIII); and civil conspiracy (Count IX).
pending before the Court is BP's motion under Federal
Rule of Civil Procedure 12(b)(2) to dismiss the claims for
lack of personal jurisdiction.
Delaware limited partnership with a principal place of
business in Massachusetts, is a wholesaler of refined
petroleum products, including diesel fuel and gasoline. Gulf
utilizes a distribution network that supplies fuel products
through seventeen terminals and more than 1, 800 Gulf-branded
gas and service stations. BP is incorporated in Maryland and
has a principal place of business in Illinois. It operates BP
gas stations in various States, including Massachusetts.
2016, co-defendant Petroleum Marketing Group
(“PMG”) acquired from Gulf 223 northeast and
mid-Atlantic dealer-operated convenience stores and gas
stations. PMG also entered into a Distributor Agreement with
Gulf, pursuant to which PMG's newly acquired gas stations
would continue to be branded with Gulf logos and Gulf would
supply their fuel. The agreement detailed the parties'
respective rights and responsibilities at length. Gulf and
PMG are also parties to a number of other more or less
related agreements that are apparently not germane to the
2016 and early 2017, Gulf became concerned that PMG might be
planning to lease to BP some of the stations it had acquired
from Gulf. The Oil Express, an industry periodical, reported
in February 2017 that BP was engaged in conversations with
PMG to acquire some of the latter's Gulf-branded
stations. The complaint alleges that the Oil Express article
was circulated throughout the country, including in
Massachusetts. Gulf argues in its brief that BP
“triggered multiple false rumors to circulate that BP
[was] buying some of Gulf's most valuable stations and
Gulf [was] exiting the market, ” (Gulf's Resp. in
Opp'n to BP's Mot. to Dismiss, 2 (dkt. no. 41)), but
there is no similar allegation in the complaint itself, nor
are there any supporting factual allegations other than the
quoted conclusory assertion set forth in the brief.
letter dated April 21, 2017, PMG advised Gulf that it had
entered into an agreement with BP pursuant to which PMG would
lease seventy-six Gulf-branded sites to BP and that BP
intended to use them to sell BP branded fuels. Gulf became
concerned both with the potential loss of revenue under the
Distributor Agreement from the conversion of Gulf stations to
BP stations and with the adverse public relations effect of
what might be seen as a substantial withdrawal from the
retail market by Gulf. The sites at issue are located
exclusively in New York and New Jersey.
complaint alleges that BP, which had some knowledge of the
ongoing business relationship between Gulf and PMG,
induced PMG to breach the Distributor Agreement and
wrongfully colluded with PMG to convert stations from Gulf to
BP stations. Gulf claims that it is losing millions of
dollars as a result of BP's tortious interference.
Standard of Review
court's power to exercise personal jurisdiction over a
defendant is challenged, the plaintiff bears the burden of
establishing that the exercise of such jurisdiction is
proper. A Corp. v. All Am. Plumbing, Inc., 812 F.3d
54, 58 (1st Cir. 2016) (citing Phillips v. Prairie Eye
Ctr., 530 F.3d 22, 26 (1st Cir. 2008)). Under the
commonly used “prima facie” approach, a court
considers “whether [Gulf] has proffered evidence which,
if credited, is sufficient to support findings of all facts
essential to personal jurisdiction.” Id.
(quoting Phillips, 530 F.3d at 26). A court
“must accept [Gulf's] properly documented
evidentiary proffers as true and construe them in the light
most favorable to [its] jurisdictional claim.”
Id. (citing Phillips, 530 F.3d at 26).
However, the plaintiff is only entitled to credit for
assertions that are supported by specific evidence, not for
conclusory or unsupported allegations from its pleadings.
Id. (quoting Platten v. HG Berm. Exempted
Ltd., 437 F.3d 118, 134 (1st Cir. 2006)). Allegations in
legal memoranda alone are “insufficient . . . to
establish jurisdictional facts.” Barrett v.
Lombardi, 239 F.3d 23, 27 (1st Cir. 2001).
Process Clause of the Fourteenth Amendment to the United
States Constitution limits the power of a State to subject
nonresidents to binding adjudications by its courts.
Bristol-Myers Squibb Co. v. Super. Ct. of Cal., 137
S.Ct. 1773, 1779 (2017); J. McIntyre Mach., Ltd. v.
Nicastro, 564 U.S. 873, 879-80 (2011). However, a State
may subject a nonresident to the judgments of its courts
under circumstances where the nonresident's voluntary
contacts with the State are such that the exercise of binding
judicial power over a particular controversy would “not
offend ‘traditional notions of fair play and
substantial justice.'” Int'l Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945) (quoting
Milliken v. Meyer, 311 U.S. 457, 463 (1940)). In
[w]here a defendant “purposely avails itself of the
privilege of conducting activities within the forum State,
thus invoking the benefits and protections of its laws,
[Hanson v. Denckla, 357 U.S. 235, 253 (1958)], it
submits to the judicial power of an otherwise foreign
sovereign to the extent that power is exercised in connection
with the defendant's activities touching on the State.
J. McIntyre, 564 U.S. at 881.
deciding whether a defendant may properly be subjected to
personal jurisdiction in a given forum, a court must consider
“a variety of interests, ” including
“‘the interests of the forum State and of the
plaintiff in proceeding with the cause in the plaintiff's
forum of choice.'” Bristol-Myers Squibb,
137 S.Ct. at 1780 (quoting Kulko v. Super. Ct. of
Cal., 436 U.S. 84, 92 (1978)). But the court's
“‘primary concern' is ‘the burden on
the defendant, '” id. (quoting
World-Wide Volkswagen Corp. v. Woodson, 444 U.S.
286, 292 (1980)), not only because there may be practical
problems resulting from forcing a defendant to litigate in an
inconvenient forum, but because the question of jurisdiction
also implicates the “territorial limitations on the
power of the respective States.” Id. (citing
Hanson, 357 U.S. at 251). Each State has a ...