United States District Court, D. Massachusetts
QLS LOGISTIC SERVICES, LLC, d/b/a AMERICAN INTERMODALOGISTICS, Plaintiff,
JAWS ASSOCIATES, LLC, SONIA CARSON, STEPHANIE WILLIAMS, and MICHELLE MOORE, Defendants,
MEMORANDUM AND ORDER ON SECOND RENEWED MOTION FOR
ALLISON D. BURROUGHS U.S. DISTRICT JUDGE.
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.
BACKGROUND AND PROCEDURAL HISTORY
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.
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
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.].
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].
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
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
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.
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.
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 ...