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QLS Logistic Services, LLC v. Jaws Associates, LLC

United States District Court, D. Massachusetts

November 6, 2018




         On October 3, 2017, Plaintiff QLS Logistic Services, LLC d/b/a American IntermodaLogistics filed a Complaint against Defendants JAWS Associates, LLC (“JAWS”), Stephanie Williams, Sonia Carson, and Michelle Moore (collectively, “Defendants”) alleging a violation of M.G.L. c. 93A (Count IV) and claims for breach of contract (Counts I and V) and breach of good faith and fair dealing (Count III), and seeking injunctive relief (Count VII), an accounting (Count II), and attorney's fees and costs (Count VI). [ECF No. 1]. After Defendants failed to appear or otherwise defend this action, a default was entered on November 14, 2017. [ECF Nos. 11-14]. Currently pending before the Court is Plaintiff's second renewed motion for a default judgment against Defendants. [ECF No. 22]. For the following reasons, the motion is GRANTED.


         Following the entry of a default, “the facts alleged in the complaint are taken as true.” Plasterers' and Cement Masons' Local 40 Pension Fund v. D & M Concrete Finishing, No. 12-256, 2013 WL 2432420, at *1 (D.R.I. June 4, 2013) (quoting Queally v. Estate of Hoviss, No. 10-002, 2011 WL 6026593, at *1 (D.R.I. Dec. 2, 2011)); see Franco v. Selective Ins. Co., 184 F.3d 4, 9 n.3 (1st Cir. 1999) (defaulted party is “taken to have conceded the truth of the factual allegations in the complaint as establishing the grounds for liability as to which damages will be calculated”). Accordingly, the following summary of facts is drawn from the Plaintiffs complaint, with certain details sourced from the supplemental documentation submitted in support of the motion for entry of default judgment [ECF No. 16], the renewed motion for entry of default judgment [ECF No. 18], and the second renewed motion for entry of default judgment [ECF No. 22].

         Plaintiff provides intermodal logistics services, including port and rail container drayage, terminal operations, dedicated truckload solutions, transloading, warehousing, and distribution services, to customers throughout North America. [ECF No. 1 ¶ 9]. On March 10, 2016, Plaintiff entered into an Independent Agent Agreement with JAWS Enterprises. [ECF No. 1-1 (hereinafter, the “Agreement”)]. Defendants Moore, Carson, and Williams executed a Personal Guarantee in which they agreed to be personally bound by Sections 7 and 9 of the Agreement [ECF No. 1-1 at 25] and also formed the limited liability company JAWS Associates, LLC to be the counterparty to the Agreement [ECF No. 1 at ¶ 10].[1]

         Pursuant to the Agreement, Defendants agreed to support Plaintiff's transportation business by establishing and operating a terminal facility within an assigned territory, soliciting customers for Plaintiff's transportation services, and recruiting “Owner-Operators” to lease tractors and provide drivers for the purpose of transporting goods to Plaintiff's customers. [Id. ¶ 11]. The Agreement provided that Defendants would provide Plaintiff with all documentation required to invoice customers for services provided under the Agreement, and that Plaintiff would then issue all customer invoices, which would be payable to Plaintiff. [Id. ¶ 12-13]. At some point, Defendants breached Sections 2.8(e) and 5.1 of the Agreement by withholding the documentation necessary for Plaintiff to bill and collect payments from its customers for various charges. [Id. ¶¶ 12, 21]. In addition, Defendants breached Section 7 of the Agreement by surreptitiously ceasing all business with Plaintiff and commencing operations with one of Plaintiff's competitors. [Id. ¶¶ 20, 22]. On September 15, 2017, Plaintiff notified Defendants by letter that they had breached the Agreement and sought to mitigate damages as a result of the breach. [Id. ¶ 23]. Defendants did not respond to Plaintiff's September 15, 2017 letter or other communication attempts. [Id.].

         Ultimately, on October 3, 2017, Plaintiffs filed the instant Complaint. [ECF No. 1]. On October 19, 2017, Plaintiff filed affidavits of service showing that JAWS had been served by its registered agent in Chesapeake, Virginia on October 12, 2017, and that Defendants Williams and Carson had each been personally served in Chesapeake, Virginia on October 12, 2017. [ECF Nos. 6-8]. On October 24, 2017, Plaintiff filed an affidavit showing that Defendant Moore had been personally served in Portsmouth, Virginia on October 13, 2017. [ECF No. 9]. The deadline for Defendants JAWS, Williams, and Carson to respond to the Complaint was November 2, 2017, and the deadline for Defendant Moore to respond to the Complaint was November 3, 2017. After they failed to answer or otherwise respond to the Complaint, Plaintiff filed a motion for the entry of a default against Defendants pursuant to Federal Rule of Civil Procedure 55(a), and the clerk entered defaults as to each Defendant on November 14, 2017. [ECF Nos. 11-14].

         On February 8, 2018, Plaintiff moved for the entry of a default judgment pursuant to Fed.R.Civ.P. 55(b). [ECF No. 16]. On May 10, 2018, the Court denied Plaintiff's motion with leave to renew, and explained, inter alia, that Plaintiff's motion failed to provide any documentation concerning how it determined actual damages or attorney's fees. [ECF No. 17]. On July 13, 2017, Plaintiff filed a renewed motion for default judgment [ECF No. 18], which the Court again denied with leave to renew due to insufficient documentation of attorney hours billed [ECF No. 21]. On September 7, 2018, Plaintiff filed its second renewed motion for default judgment. [ECF No. 22]. Defendants have not filed a response to any of Plaintiff's default judgment motions.


         A. Jurisdiction

         As an initial matter, the Court “has an affirmative duty to assure itself that it has jurisdiction over both the subject matter and the parties” before entering a default judgment. Plasterers' and Cement Masons' Local 40 Pension Fund v. Capital Curbing Corp., No. 09-236, 2010 WL 1424722, at *2 (D.R.I. Mar. 12, 2010), aff'd and adopted, 2010 WL 1376293 (D.R.I. Apr. 6, 2010). The Court has subject matter jurisdiction pursuant to 28 U.S.C. §1332 because the amount in controversy exceeds $75, 000 and there is complete diversity. [ECF No. 1 ¶¶ 1- 3, 7]. As to personal jurisdiction, “[a] party to a contract may waive its right to challenge personal jurisdiction by consenting to personal jurisdiction in a forum selection clause.” Inso Corp. v. Dekotec Handelsges, mbH, 999 F.Supp. 165, 166 (D. Mass. 1998) (citing M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 11, (1972) (“[P]arties to a contract may agree in advance to submit to the jurisdiction of a given court.”); Jacobson v. Mailboxes, Etc. U.S.A., 646 N.E.2d 741, 743-44 (Mass. 1995)). “Massachusetts also recognizes forum selection clauses as a valid basis for finding jurisdiction over a non-resident.” Inso Corp., 999 F.Supp. at 166 (citing Leasecomm Corp. v. Crockett, 1998 WL 15935, *2 (Mass. App. Div.); Jacobson, 646 N.E.2d at 743-44). Here, the Court has personal jurisdiction over JAWS because the Agreement provides that:

The Parties agree that all actions or proceedings arising in connection with this Agreement, including where federal jurisdiction may apply, shall be tried and litigated only in the courts located in the Commonwealth of Massachusetts. The Parties expressly submit and consent in advance to such jurisdiction in any action or proceeding commenced in any such court, and the Parties waive any objection that may have been based upon lack of personal jurisdiction and consent to the granting of any legal or equitable relied as is deemed appropriate by any such court.

         Agreement at § 11.8. Defendants Carson, Williams, and Moore, however, are not subject to Section 11.8 of the Agreement. [See ECF No. 1-1 at 25]. As a result, for those Defendants, “[f]or ‘specific' or ‘case-linked jurisdiction' to apply, the suit must arise out of or relate ‘to the defendant's contacts with the forum.'” Geis v. Nestle Waters N. Am., Inc., 321 F.Supp.3d 230, 237-38 (D. Mass. 2018) (quoting Bristol-Myers Squibb Co. v. Superior Court of Cal., San Francisco Cnty., 137 S.Ct. 1773, 1780 (2017)). “To exercise specific jurisdiction over a defendant, the district court must ‘find sufficient contacts between the defendant and the forum to satisfy both that state's long-arm statute and the Fourteenth Amendment's Due Process clause.'” Id. (quoting Sawtelle v. Farrell, 70 F.3d 1381, 1387 (1st Cir. 1995)).

         The Massachusetts long-arm statue provides that “[a] court may exercise personal jurisdiction over a person . . . arising from the person's . . . transacting any business in the commonwealth.” M.G.L. c. 223A, § 3(a); see also Aldabe v. Envtl. Servs., Inc., No. 16-cv-11067-MLW, 2017 WL 7035658, at *2 (D. Mass. Sept. 20, 2017) (“For jurisdiction to exist . . . ‘the facts must satisfy two requirements-the defendant must have transacted business in Massachusetts, and the plaintiff's claim must have arisen from the transaction of business by the defendant.'” (quoting Tatro v. Manor Care, Inc., 416 Mass. 763, 769-71 (1994))). “The definition of ‘transacting any business' is construed broadly, and courts look to whether the defendant attempted to participate in the Commonwealth's economic life.” Geis, 321 ...

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