United States District Court, D. Massachusetts
DILLON BOILER SERVICES, CO. INC., Plaintiff,
SOUNDVIEW VERMONT HOLDINGS, LLC, Defendant.
ORDER AND MEMORANDUM ON DEFENDANT'S MOTION TO
DISMISS FOR LACK OF PERSONAL JURISDICTION (Docket No.
TIMOTHY S. HILLMAN DISTRICT JUDGE.
Dillon Boiler Services, Co. Inc. (“Dillon”),
attempts to hale the Defendant, Soundview Vermont Holdings,
LLC (“Soundview”), a Vermont corporation, into
this Court to litigate their contractual dispute arising out
of work Dillon performed in Vermont for one of
Soundview's subsidiaries. Soundview moves to dismiss
pursuant to Fed.R.Civ.P. 12(b)(2) for lack of personal
jurisdiction. (Docket No. 7). Because the Court finds that
asserting jurisdiction would be inconsistent with the Due
Process Clause, Soundview's motion is
is a Massachusetts corporation that fabricates and repairs
boilers and pressure vessels. In August 2012, APC Paper
Company (“APC”) called Dillon's president,
John McNamara, to request that Dillon submit a proposal to
covert two boilers at Putney Paper Company (“Putney
Paper”)-a wholly owned subsidiary of APC-from oil fuel
to natural gas. On August 24, Dillon submitted its proposal
and the parties subsequently engaged in several discussions
by telephone, email, and fax to further negotiate the terms
of a contract.
December 6, 2012, Putney Paper prepared a purchase order for
Dillon to convert the boilers, which was sent to Dillon on
January 3, 2013. After Putney Paper prepared the purchase
order, but before it was sent to Dillon, Soundview acquired
Putney Paper from APC.
February 2013, Dillon converted the boilers but the
relationship between the parties soured due to disputes
regarding warranties and the amounts charged by Dillon for
the work. To date, Soundview has not paid Dillon for its
considering a Rule 12(b)(2) motion without an evidentiary
hearing, a district court uses the prima facie standard to
evaluate whether it has personal jurisdiction over the
defendant. Under this standard, “the inquiry is whether
the plaintiff has proffered evidence which, if credited, is
sufficient to support findings of all facts essential to
personal jurisdiction.” Phillips v. Prairie Eye
Ctr., 530 F.3d 22, 26 (1st Cir. 2008). The plaintiff
bears the burden of showing that the court may exercise
personal jurisdiction over the defendant and “must put
forward evidence of specific facts to demonstrate that
jurisdiction exists.” A Corp. v. All Am.
Plumbing, 812 F.3d 54, 58 (1st Cir. 2016) (internal
quotation marks and citation omitted). Further, courts
“take the plaintiff's evidentiary proffers as true
and construe them in the light most favorable to the
plaintiff's claim.” C.W. Downer & Co. v.
Bioriginal Food & Sci. Cor., 771 F.3d 59, 65 (1st
Cir. 2014). Finally, courts also “consider
uncontradicted facts proffered by the defendant.”
determining whether a non-resident defendant is subject to
its jurisdiction, a federal court exercising diversity
jurisdiction is the functional equivalent of a state court
sitting in the forum state.” Sawtelle v.
Farrell, 70 F.3d 1381, 1387 (1st Cir. 1995). Thus, in
order to establish personal jurisdiction over Soundview,
Dillon must satisfy the requirements of both the
Massachusetts long-arm statute and the Due Process Clause of
the Fourteenth Amendment. WorldWide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 290 (1980).
should consider the long-arm statute first, before
approaching the constitutional question.” SCVNGR,
Inc. v. Punchh, Inc., 478 Mass. 324, 330 (2017).
Determining first whether the long-arm statute's
requirements are met is consistent with the duty to avoid
“decid[ing] questions of a constitutional nature unless
absolutely necessary to a decision of the case.”
Burton v. United States, 196 U.S. 283, 295 (1905).
Massachusetts Long-Arm Statute
First Circuit “has sometimes treated the limits of
Massachusetts's long-arm statute as coextensive with
those of the Due Process Clause.” Copia
Commc'ns, LLC v. AMResorts, L.P., 812 F.3d 1, 4 (1st
Cir. 2016) (citing Daynard v. Ness, Motley, Loadholt,
Richardson & Poole, P.A., 290 F.3d 42, 52 (1st Cir.
2002)). Recently, however, it has “suggested that
Massachusetts's long-arm statute might impose more
restrictive limits on the exercise of personal jurisdiction
than does the Constitution.” Id. (citing
Cossart v. United Excel Corp., 804 F.3d 13, 20
Soundview does not proffer any arguments why its contacts
with the Commonwealth do not satisfy the state's long-arm
statute, the Court need not address this potential tension in
First Circuit precedent and will proceed directly to the
constitutional inquiry. See id.; Get In Shape
Franchise, Inc. v. TFL Fishers, LLC, 167 F.Supp.3d 173,
191 (D. Mass. 2016) (“[W]here the parties do not
challenge the application of Massachusetts's long-arm
statue, courts consider ‘any argument that the long-arm
statute does not reach as ...