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Dillon Boiler Services, Co. Inc. v. Soundview Vermont Holdings, LLC

United States District Court, D. Massachusetts

July 29, 2019

DILLON BOILER SERVICES, CO. INC., Plaintiff,
v.
SOUNDVIEW VERMONT HOLDINGS, LLC, Defendant.

          ORDER AND MEMORANDUM ON DEFENDANT'S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION (Docket No. 7)

          TIMOTHY S. HILLMAN DISTRICT JUDGE.

         Plaintiff, 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 granted.

         Background

         Dillon 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.

         On 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.

         In 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 work.

         Standard of Review

         When 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.” Id.

         Discussion

         “In 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).

         “[C]ourts 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).

         1. Massachusetts Long-Arm Statute

         The 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 (2015)).

         Because 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 ...


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