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Brennan v. 42 Technology Ltd.

United States District Court, D. Massachusetts

April 17, 2018

JOHN W. BRENNAN, Plaintiff,
42 TECHNOLOGY LTD, et al., Defendants.




         On 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”), [1] 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.


         Brennan, 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, [2] to audit the Client Project. Doc. No. 8 at ¶ 15.

         Defendant 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.

         Over 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.

         After 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, ”[3] 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.


         “To 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).

         In 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).

         A. Personal Jurisdiction under the Massachusetts Long Arm Statute

         Brennan 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 8-9.[4] Instead, Defendants argue that Brennan has failed to allege that his claims “arise[] from” the Defendants' transaction of business in Massachusetts. See id.

         “A 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 ...

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