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D'Allessandro v. Lennar Hingham Holdings, LLC

United States District Court, D. Massachusetts

July 12, 2018

LIZ D'ALLESSANDRO, JANE FREEMAN, TOD MCGRATH, JAY DRISCOLL, and MIKE NAPPI, As Trustees on behalf of the Hewitts Landing Condominium Trust, Plaintiffs,
v.
LENNAR HINGHAM HOLDINGS, LLC, HEWITTS LANDING TRUSTEE, LLC, LENNAR NORTHEAST PROPERTIES, INC. d/b/a LENNAR NORTHEAST URBAN, and LENNAR CORPORATION, Defendants.

          MEMORANDUM & ORDER

          INDIRA TALWANI UNITED STATES DISTRICT JUDGE.

         Plaintiffs Liz D'Allessandro, Jane Freeman, Tod McGrath, Jay Driscoll, and Mike Nappi as trustees of the Hewitts Landing Condominium Trust (the “Plaintiffs”) bring this action against Defendants Lennar Corporation (“Lennar Corp.”), Lennar Hingham Holdings, LLC (“Lennar Hingham LLC”), Hewitts Landing Trustee, LLC (“Hewitts Trustee LLC”), and Lennar Northeast Properties, Inc. d/b/a Lennar Northeast Urban (“Lennar Northeast Inc.”) (collectively the “Defendants”) over the promotion, design, development, and maintenance of a condominium complex (the “Condominium”) located in Hingham, Massachusetts. Lennar Corp. moves to dismiss the claims against it for lack of personal jurisdiction. For the reasons that follow, Lennar Corp.'s motion is DENIED.

         I. Factual Background[1]

         Lennar Corp. is incorporated in Delaware with its principal place of business located in Florida. Although it is the ultimate parent of the remaining defendants, these subsidiaries are all adequately capitalized, and each manages its own operations and maintains bylaws and corporate formalities separate from Lennar Corp. Sustana Aff. ¶¶ 5, 10, 12-13 [#34]. Lennar Corp. has never registered to transact business in Massachusetts. Sustana Aff. ¶ 6 [#34]. Lennar Corp. has never owned the Condominium. Sustana Aff. ¶ 8 [#34]. Lennar Corp. does not currently conduct business in Massachusetts or own any real or personal property, offices, or bank accounts in the state. Sustana Aff. ¶¶ 7-8 [#34].

         In November 2005, Lennar Corp. and Lennar Hingham LLC entered into an Exclusive Sales and Marketing Agreement (the “Agreement”) with NRT New England Incorporated, d/b/a Coldwell Banker (“Coldwell Banker”) located in Waltham, Massachusetts concerning the marketing and sales of units at the Condominium. Gorman Aff. ¶ 5 [#39]; Ex., Pl.'s Mem. Opp'n. Mot. Dis. (“Pl.'s Ex.”) A [#38-1]. Lennar Corp. agreed to guarantee Lennar Hingham LLC's obligations to Coldwell Banker, an arrangement to which Lennar Corp. once again assented when the parties amended the contract in 2007. Id.

         On November 6, 2009, an entity identified as “Lennar, East Coast Division” issued a press release in Boston announcing the Condominium's opening. The press release was titled, “Lennar's Hewitts Landing Luxury Townhome Community Opens with Seven Homes Sold in Only Two Weeks” and began by stating:

Lennar (NYSE: LEN), one of the nation's leading homebuilders, has set the stage for luxury residential living in Hingham, Massachusetts with Hewitts Landing. Lennar's new waterfront community within the Hingham Shipyard is now officially open for sale and the homebuilder is pleased to announce an overwhelming response with seven homes sold in just two weeks.

Pl.'s Ex. C [#38-3]; McGrath Aff. ¶ 3 [#40]. The release contained an “About Lennar” section that briefly detailed the corporation's history and reputation. Id. Contact information directed those interested to a representative from “Lennar - Northeast Urban Division.” Id.

         A website with the URL “www.hewittslanding.com” described site plans and floor plans for the Condominium under the heading “Hewitts Landing Community by Lennar” and included Lennar Corp.'s name and web address. Pl.'s Ex. D [#38-4]; McGrath Aff. ¶ 3 [#40]. Lennar Corp.'s copyrighted logo appeared on a pamphlet advertising the Condominium. Id.

         Two pieces of correspondence from 2015 (together, the “Betz Correspondence”) are also part of the record. The first is a memorandum dated April 17, 2015, from “Gary Betz, Lennar Hingham Holdings, ” to the Town of Hingham Zoning Board. Pl.'s Ex. E [#38-5]; McGrath Aff. ¶ 3 [#40]. The memorandum states in relevant part:

As you well know, Lennar is beginning to wind down its building activity in the Hewitts Landing Community. We are in the process of closing out our last building and are working to complete all the final details. However, we have committed to work through a handful of remaining tasks in the community and will be working with our existing homeowners and the condominium for a few more months. We will be addressing standard warranty items as well as certain design improvements above and beyond warranty tasks. In that spirit, we request permission to maintain a “Construction Office” trailer on the common grounds for the next 90 to 180 days without jeopardizing our final “Certificate of Occupancies.”
We feel that having the Construction Office is a critical part of our commitment to the community. Further, this short term continued presence re-assures our homeowners of our commitment, providing them the ability to readily contact our representatives on site. Finally, removing it will certainly make our near term coordination of the work difficult and inefficient which we feel will result in further unnecessary anxiety to our homeowners.
It is our continued focus to complete the Hewitts Landing project with the utmost respect for the community, our homeowners and the Town of Hingham and feel very strongly that ...

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