United States District Court, D. Massachusetts
ORDER ON MOTION TO DISMISS
Sorokin United States District Judge.
about February 1, 2015, Tanya Zucconi 2017 formed an
employment relationship with SRG Technology LLC
(“SRG”) described in a contract (“the
Agreement”). Doc. No. 18 at ¶¶ 7-8;
see Doc. No. 18-1. Zucconi now alleges two contract
claims and three Massachusetts statutory claims against SRG
and its CEO Neil Sterling. Doc. No. 18.
Sterling moves to dismiss for lack of personal jurisdiction.
Doc. No. 20 at 9-12. This request is DENIED. Zucconi's
factual submissions in her opposition, Doc. No. 21, plainly
establish the Court's specific jurisdiction over Sterling
with respect to all of the claims alleged in the complaint
under the applicable standard. See Int'l Shoe Co. v.
State of Wash., Office of Unemployment Comp. &
Placement, 326 U.S. 310, 316 (1945) (requiring a
defendant to have maintained “minimum contacts”
with forum “such that the maintenance of the suit does
not offend traditional notions of fair play and substantial
justice”). Sterling was President of SRG, he directed
the company's expansion into Massachusetts, hired Zucconi
to work in Massachusetts, supervised her work and the work of
others in Massachusetts, and he came to Massachusetts for
work with Zucconi. See Doc. No. 21-1. Thus, the
Court proceeds to the merits of the motion to transfer, Doc.
No. 19, as to both defendants.
parties agree that the venue selection clause in the
Agreement implies exclusivity. See Lambert v. Kysar,
983 F.2d 1110, 1113 (1st Cir. 1993) (finding that a
forum-selection clause was impliedly mandatory where it
stated “venue shall lie exclusively in Clark County,
Washington.”). The clause encompasses any claims
“in connection with the terms of the Agreement.”
Doc. No. 18-1 at ¶ 5. The parties agree this language
encompasses the two contract claims in the complaint, they
dispute whether it reaches the non-contract claims. This
language, which reaches more than only those claims arising
under the agreement, encompasses Zucconi's statutory
claims, all of which concern her working relationship with
the defendant-much of which is defined by or described in the
agreement. See Optasite, Inc. v. Robinson, No.
CIV.A.07 40023 FDS, 2007 WL 2259106, at *2 (D. Mass. July 31,
2007) (applying forum selection clause to “non-contract
claims where the basic source of any duty owed by defendants
to the plaintiff is derived from the contractual relationship
structured by the underlying agreement.”); see also
Jacobson v. Mailboxes Etc. U.S.A., Inc., 419 Mass. 572,
577, 646 N.E.2d 741, 745 (1995) (agreeing with California
courts' view that a forum selection clause, which
governed “any controversy arising under or in
connection with [the Agreement], ” extended broadly to
non-contract claims). Thus, the venue selection clause
establishes Florida as the venue for all of the claims in the
Massachusetts law excerpts situations constituting a
“special contract”-an effective denial of the
protections of the Massachusetts Wage Act-from the reach of a
forum selection clause. Melia v. Zenhire, Inc., 462
Mass. 164, 170, 967 N.E.2d 580, 587 (2012); Mass. Gen. Laws
Ann. ch. 149, § 148. A dispute is exempted from the
reach of a forum selection clause when three conditions are
met: “ the employee's claim is covered by the
Wage Act;  the court of the forum State, applying its
choice-of-law principles, would choose a law other than that
of Massachusetts to govern the dispute; and  application
of the foreign law will deprive the employee of a substantive
right guaranteed by the Wage Act.” Id. at 595.
choice of law provision of the Agreement provides:
Any questions or matters arising under this agreement as to
validity, construction, or performance, or otherwise, shall
be construed or determined in accordance with the laws of the
State of Florida, without reference to its conflicts of law
Doc. No. 18-1 at ¶ 5.
concede not only that the first and third prongs of the
exception are established but that they bear the burden to
establish by a preponderance of the evidence that the choice
of law provision is not a “special contract”
under the second prong such that Massachusetts would preclude
enforcement of the choice of law provision. See Doc.
No. 24 at 2-3. They argue that this is not a “special
contract” because Florida courts would apply the
Massachusetts Wage Act to the parties' working
relationship because the “arising under” choice
of law language in the Agreement is narrow as construed by
Florida courts. Id. at 2-4.
law first considers the plain language of contracts in the
course of their interpretation and enforcement. See
Murley v. Wiedamann, 25 So.3d 27, 29 (Fla. Dist. Ct.
App. 2009) (“When interpreting a contract, the court
must first examine the plain language of the contract for
evidence of the parties' intent.”). Under Florida
law, the plain language of the choice of law provision, which
by its terms applies only to “questions or
matters arising under” the Agreement, does not extend
to Zucconi's statutory claims, which arise under
Massachusetts law rather than the Agreement. See
MacIntyre v. Lender Processing Servs. Inc., No.
3:13-CV-89-J-25JBT, 2014 WL 12689881, at *3 (M.D. Fla. Apr.
29, 2014) (applying Minnesota Wage Act to plaintiff's
claims where plain language of choice of law provision in
contract at issue governed only the construction and
enforcement of parties' contract). Cf. Cooper v.
Meridian Yachts, Ltd., 575 F.3d 1151, 1162 (11th Cir.
2009) (holding that contractual provision selecting Dutch law
for all claims “in connection with” the agreement
reaches tort claims while a provision selecting law only to
govern the agreement does not). The same analysis of the
choice of law provision would apply if the Court construed
the provision under Massachusetts law. See Ossenbruggen
v. Cowan Sys., LLC, No. CV 15-10529-GAO, 2016 WL
1183447, at *3 (D. Mass. Mar. 28, 2016). Moreover, before
this Court, Defendants specifically argued that
non-application of the choice of law provision to statutory
claims is the result that Florida courts would reach. The
Court relies on this representation. This construction also
gives effect to the provision as drafted by the parties and
in accordance with the public policy of the state of
Massachusetts and Massachusetts Law as recognized by the
State Supreme Court. See Melia, N.E.2d at 588.
forgoing reasons, Defendants' motion to transfer (Doc.
No. 19) is ALLOWED. The Court takes this action because, the
Court has concluded, as urged by defendant, that the choice
of law provision does not apply to Zucconi's statutory
claims. The clerk shall transfer this case to the
United States District Court for the Southern District of
Florida, Fort Lauderdale Division.