United States District Court, D. Massachusetts
JOHN W. BRENNAN, Plaintiff,
42 TECHNOLOGY LTD, et al., Defendants.
ORDER ON MOTION TO DISMISS
SOROKIN, UNITED STATES DISTRICT JUDGE
November 20, 2017, Plaintiff John W. Brennan brought suit
against 42 Technology Ltd. (“42 T”), an
engineering consultancy, and two of its employees, Jon
Spratley and Adrian Swinburne (“the Employee
Defendants”),  in Massachusetts state court, alleging
defamation, tortious interference with advantageous
relations, and tortious interference with employment
relationship, all arising out of Brennan's termination
from Arthur D. Little, (“ADL”) following 42
T's issuance of a report (“the Report”) and
appendix (“the Appendix”) concerning the status
and economic viability of a project managed by Brennan. Doc.
Nos. 1-1. On December 15, 2017, the Defendants removed the
action to this Court, Doc. No. 1, and, on December 19, 2017,
they filed a motion to dismiss for lack of personal
jurisdiction, Doc. No. 6. Brennan has opposed. Doc. No. 16.
a Massachusetts resident, was formerly the President and
Managing Director of Arthur D. Little, Inc., (“ADL
US”), a Massachusetts based company. Doc. No. 1-1 at
¶ 15. ADL U.S. is an affiliate of Arthur D. Little, Ltd.
(ADL UK), which is based in England. Doc. No. 9 at ¶ 4;
Doc. No. 8 at ¶ 4; Doc. No. 17-6 at ¶ 14. The
global business of Arthur D. Little is organized in an entity
known as, Arthur D. Little Partnership SCRL (“ADL
Global”), a cooperative limited company incorporated in
Belgium that operates worldwide through separate, local
companies, such as ADL UK and ADL US. Doc. No. 17-6 at
¶¶ 14-15. In the fall of 2015, Brennan originated
and signed a contract opportunity (“the Client
Project”) on behalf of ADL US. Id. at ¶
22. In November 2016, ADL UK retained Defendant 42 T,
allegedly,  to audit the Client Project. Doc. No. 8 at
42 T is based in England and is organized under the laws of
England and Wales; the Employee Defendants work in England
and are citizens and residents of England. Doc. No. 8 at
¶¶ 3-14. The solicitation of 42 T services was
communicated to Employee Defendant Spratley by Nick White, a
managing partner with ADL UK who lives and works in London,
and who is also on the board of directors of ADL Global,
serving as the chair of its audit and risk committee.
Id. at ¶ 16; Doc. No. 17-6 at ¶ 16.
the course of 42 T's audit of the Client Project,
Employee Defendants traveled to Boston, Massachusetts for one
day, reviewed documents, and met with and interviewed
Brennan, as well as others. Doc. No. 1-1 at ¶ 6; Doc.
No. 8 at ¶ 29-20. After returning from their trip, the
Defendants requested that Brennan send additional documents,
all generated in Massachusetts, which Brennan sent. Doc. No.
17-6 at ¶ 25.
the completion of the audit, on February 17, 2017, 42 T
issued the Report and Appendix discussing the Client Project
and Brennan, which they submitted to the senior management of
ADL UK. Id. at ¶¶ 47-48, 56. Brennan
alleges, “on information and belief,
” that ADL UK senior management then
“published the Report and Appendix, or some portions
thereof, to [Brennan's client]” and that 42 T was
aware that senior management would do so. Id. at
¶ 57. Following the issuance of the Report and Appendix,
on May 3 2017, Brennan was removed from his position as
President of ADL U.S. and, in August 2017, he was terminated
from employment. Id. at ¶¶ 61-62.
hear a case, a court must have personal jurisdiction over the
parties, that is, the power to require the parties to obey
its decrees.” Daynard v. Ness, Motley, Loadholt,
Richardson & Poole, P.A., 290 F.3d 42, 50 (1st Cir.
2002). Brennan bears the burden of establishing that the
Court has personal jurisdiction over the Defendants.
Id. To establish personal jurisdiction, Brennan
“must meet the requirements of both the Massachusetts
long-arm statute and the Due Process Clause of the Fourteenth
Amendment.” Cossart v. United Excel Corp., 804
F.3d 13, 18 (1st Cir. 2015); accord Neelon v.
Krueger, No. 12-CV-11198-IT, 2016 WL 3390686, at *2 (D.
Mass. June 17, 2016), appeal dismissed, No. 16-1955,
2016 WL 9632300 (1st Cir. Nov. 18, 2016).
determining whether Brennan has met his burden at this stage,
the Court applies the prima facie standard, taking
“the specific facts affirmatively alleged by the
plaintiff as true[.]” Neelon v. Krueger, No.
CIV.A. 12-11198-FDS, 2013 WL 2384318, at *4 (D. Mass. May 29,
2013). In addition, “[t]he court can ‘add to the
mix [any] facts put forward by the defendants, to the extent
that they are uncontradicted.'” Id.
(quoting Daynard, 290 F.3d at 51).
Personal Jurisdiction under the Massachusetts Long Arm
has met his burden of satisfying the requirements of the
Massachusetts Long Arm Statute. The statute provides,
inter alia, that “[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 . . . transacting business in
[Massachusetts.]” Mass. Gen. Laws ch. 223A, §
3(a). The Defendants, by traveling to Massachusetts and
gathering information there to generate the Report and
Appendix, plainly transacted business in Massachusetts. The
Defendants do not dispute this. See Doc. No. 7 at
Instead, Defendants argue that Brennan has failed to allege
that his claims “arise from” the
Defendants' transaction of business in Massachusetts.
claim ‘arises from' a transaction of business [in
Massachusetts] when it would not have arisen ‘but
for' the transaction of business in
[Massachusetts].” Pettengill v. Curtis, 584
F.Supp.2d 348, 356 (D. Mass. 2008). The “but for”
test is satisfied when the transaction of business in
Massachusetts was a “step in the train of events that
result[ed] in the [alleged] injury” or when it
“brought the parties within tortious striking distance
of each other.” Tatro v. Manor Care, Inc., 416
Mass. 763, 770-71 (1994) (citations omitted). Here, the
Defendants' interview with and collection of documents
from Brennan (i.e. their transaction of business in
Massachusetts) was a material step in the Defendants'
development of the ...