United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON MOTION TO DISMISS
ALLISON D. BURROUGHS U.S. DISTRICT JUDGE.
case arises out of missed payments due under a computer
network servicing contract between the provider, Plaintiff
Centurion Networking Service Partners, LLC
(“Centurion”), and the client, Defendant Dr. Wade
N. Barker, P.A. d/b/a Barker Bariatric Center (“Barker
Bariatric”). Centurion asserts claims against Barker
Bariatric for breach of contract, unjust enrichment, and
violation of Massachusetts General Laws Chapter 93A, and
seeks to pierce the corporate veil to hold individual
Defendant Dr. Wade Barker, M.D. liable for Barker
Bariatric's acts and omissions. [ECF No. 12]
(“Amended Complaint”). Currently pending before
the Court is Dr. Barker's motion to dismiss for lack of
personal jurisdiction. [ECF No. 19]. For the reasons stated
herein, the motion to dismiss is GRANTED and the
Amended Complaint is DISMISSED without prejudice.
Centurion is granted leave to file a second amended complaint
within 30 days of the date of this Order.
Dr. Barker moves to dismiss for lack of personal
jurisdiction, the following factual summary draws from
“the pleadings and whatever supplemental filings (such
as affidavits) are contained in the record, ” giving
credence to Centurion's version of the genuinely
contested facts. Baskin-Robbins Franchising LLC v.
Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016).
On August 1, 2016, Centurion (a Delaware limited liability
company with its principal office in Andover, Massachusetts)
and Barker Bariatric (a Texas professional association with
its principal office in Dallas, Texas) entered into a
contract pursuant to which Centurion provided computer
networking support services in exchange for $39, 000 to be
paid by Barker Bariatric in equal monthly installments for
one year. Am. Compl. ¶¶ 1, 2, 7. In December 2016,
in accordance with the contract, Barker Bariatric requested
Centurion's emergency assistance in transporting large
equipment from its office in Dallas, Texas to its office in
Mesquite, Texas. Id. ¶¶ 13-14. Centurion
fully performed under the contract, but Barker Bariatric
failed to both compensate Centurion for these emergency
services and meet all of its monthly payment obligations.
Id. ¶¶ 9-12, 18-20.
14, 2017, Centurion filed this lawsuit to recover damages
arising out of Barker Bariatric's breach of the contract.
[ECF No. 1]. On October 27, 2017, Defendants moved to dismiss
the initial complaint [ECF No. 10], and Centurion responded
by filing the Amended Complaint in which it seeks to pierce
the corporate veil to hold Dr. Barker, the purported sole
owner and principal of Barker Bariatric, liable for his
company's acts or omissions. Am. Compl. ¶¶ 6,
27. On January 26, 2018, Barker Bariatric answered the
Amended Complaint, while Dr. Barker moved to dismiss for lack
of personal jurisdiction. [ECF Nos. 18, 19].
bears the burden of establishing jurisdiction over Dr.
Barker. Baskin-Robbins, 825 F.3d at 34. “Faced
with a motion to dismiss for lack of personal jurisdiction, a
district court ‘may choose from among several methods
for determining whether the plaintiff has met [its]
burden.'” Adelson v. Hananel, 510 F.3d 43,
48 (1st Cir. 2007) (quoting Daynard v. Ness, Motley,
Loadholt, Richardson & Poole, P.A., 290 F.3d 42,
50-51 (1st Cir. 2002)). The prima facie standard applies
where, as here, “a district court rules on a motion to
dismiss for lack of personal jurisdiction without holding an
evidentiary hearing.” United States v. Swiss Am.
Bank, Ltd., 274 F.3d 610, 618 (1st Cir. 2001). The prima
facie standard does not involve differential fact finding;
rather, it requires “only that a plaintiff proffer
evidence which, taken at face value, suffices to show all
facts essential to personal jurisdiction.”
Baskin-Robbins, 825 F.3d at 34. The Court accepts
plaintiff's properly documented evidentiary proffers as
true “and construe[s] them in the light most congenial
to the plaintiff's jurisdictional claim.”
Daynard, 290 F.3d at 51 (citations omitted).
“If the plaintiff makes a prima facie showing
of jurisdiction supported by specific facts alleged in the
pleadings, affidavits, and exhibits, its burden is
met.” Ealing Corp. v. Harrods Ltd., 790 F.2d
978, 979 (1st Cir. 1986).
are two types of personal jurisdiction: general and specific.
Harlow v. Children's Hosp., 432 F.3d 50, 57 (1st
Cir. 2005). General jurisdiction exists “when the
litigation is not directly founded on the defendant's
forum-based contacts, but the defendant has nevertheless
engaged in continuous and systematic activity, unrelated to
the suit, in the forum state.” United Elec., Radio
and Mach. Workers of Am. v. 163 Pleasant Street Corp.,
960 F.2d 1080, 1088 (1st Cir. 1992). In contrast, specific
jurisdiction exists when “the cause of action arises
directly out of, or relates to, the defendant's
forum-based contacts.” Pritzker v. Yari, 42
F.3d 53, 60 (1st Cir. 1994) (quoting United Elec.
Workers, 960 F.2d at 1088-89).
an individual, the paradigm forum for the exercise of general
jurisdiction is the individual's domicile; for a
corporation, it is an equivalent place, one in which the
corporation is fairly regarded as at home.'”
Daimler AG v. Bauman, 571 U.S. 117, 137 (2014)
(quoting Goodyear Dunlop Tires Operations, S.A. v.
Brown, 564 U.S. 915, 924 (2011)). “In addition to
domicile, a court may also assert general jurisdiction over
an individual when the person offers explicit consent, . . .
or is physically present in the forum state. Grice v. VIM
Holdings Group, LLC, 280 F.Supp.3d 258, 269-70 (D. Mass.
2017) (citing J. McIntyre Mach., Ltd. v. Nicastro,
564 U.S. 873, 880, (2011) and Burnham v. Superior Court
of California, County of Marin, 495 U.S. 604, 619
(1990)). Here, Centurion does not contend, nor is there any
evidence in the record to show, that this Court has general
jurisdiction over Dr. Barker.
exercise of specific jurisdiction “hinges on
satisfaction of two requirements: first, that the forum
[state] has a long-arm statute that purports to grant
jurisdiction over the defendant; and second, that the
exercise of jurisdiction pursuant to that statute comports
with the strictures of the Constitution.”
Pritzker, 42 F.3d at 60. Because the First Circuit
has generally treated “the limits of Massachusetts'
long-arm statute as coextensive with those of the Due Process
Clause, ” Copia Commc'ns, LLC v. AMResorts,
L.P., 812 F.3d 1, 4 (1st Cir. 2016), the Court may
“sidestep the statutory inquiry and proceed directly to
the constitutional analysis.” Evans Cabinet
Corp. v. Kitchen Int'l, Inc., 593 F.3d 135, 146
(1st Cir. 2010) (citation omitted); see Phillips v.
Prairie Eye Ctr., 530 F.3d 22, 26 (1st Cir.
determine whether it may exercise specific jurisdiction, the
Court conducts a three-part inquiry:
First, the claim underlying the litigation must directly
arise out of, or relate to, the defendant's forum state
activities. Second, the defendant's in-state contacts
must represent a purposeful availment of the privilege of
conducting activities in the forum state, thereby invoking
the benefits and protections of that state's laws and
making the defendant's involuntary presence before the
state's court ...