United States District Court, D. Massachusetts
LIZ D'ALLESSANDRO, JANE FREEMAN, TOD MCGRATH, JAY DRISCOLL, and MIKE NAPPI, As Trustees on behalf of the Hewitts Landing Condominium Trust, Plaintiffs,
LENNAR HINGHAM HOLDINGS, LLC, HEWITTS LANDING TRUSTEE, LLC, LENNAR NORTHEAST PROPERTIES, INC. d/b/a LENNAR NORTHEAST URBAN, and LENNAR CORPORATION, Defendants.
MEMORANDUM & ORDER
TALWANI UNITED STATES DISTRICT JUDGE.
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.
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].
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.
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.
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.
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
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