United States District Court, D. Massachusetts
MEMORANDUM & ORDER
NATHANIEL M. GORTON UNITED STATES DISTRICT JUDGE
King (“King” or “plaintiff”) brings
this action against his employer Prodea Systems, Inc.
(“Prodea”), its subsidiary, Arrayent, Inc.
(“Arrayent”) and the following individuals: Amir
Ansari (Chief Technology Officer of Prodea), Anousheh Ansari
(Executive Chairwoman of Prodea), Hamid Ansari (Chief
Executive Officer and President of Prodea), Shane Dyer
(Founder of Arrayent) and Cyril Brignone (Chief Revenue
Officer of Prodea and Former Chief Executive Officer of
Arrayent) (collectively, “the Individual
Defendants”). King seeks, in law and equity, unpaid
wages and expense reimbursements pursuant to the Federal Fair
Labor Standards Act, the Massachusetts Wage Act and contract
Prodea and Arrayent
is a Delaware corporation engaged in the digital technology
business and specializes in internet-based services. It
maintains its principal place of business in Texas and, until
mid-2018, had additional offices in California.
July, 2017, Prodea acquired Arrayent as a wholly owned
subsidiary. It is a Delaware corporation with its principal
place of business in Texas and a registered address in
and Arrayent (collectively, “the Corporate
Defendants”) have clients all over the world. No.
client of the Corporate Defendants is, however, headquartered
avers that he was, at all relevant times, employed by both
Corporate Defendants. King maintained a Prodea email account
and a Prodea business card which listed his business address
as Arrayent's California address. His paychecks were
issued by Arrayent as his employer and he was paid with funds
from a bank account registered to Arrayent.
The Individual Defendants
of the Individual Defendants (Amir, Anousheh and Hamid) are
residents of the State of Texas. Dyer and Brignone are
King's Employment with the Corporate Defendants
January, 2018, until January, 2019, King was employed by the
Corporate Defendants as Vice President of Sales. His duties
included soliciting and servicing the customers of the
Corporate Defendants globally.
Massachusetts resident, worked for the Corporate Defendants
in Massachusetts from him home in Needham and from rented
office space in Wellesley. Although King submits that he
never planned to move, the Corporate Defendants contend that
he indicated an intention to relocate to Texas upon the
commencement of his employment. In any event, King was
allowed to work remotely from Massachusetts after reporting
to the Corporate Defendants that his wife had accepted a new
job in the Commonwealth.
Corporate Defendants secured Workers Compensation Insurance
to cover King in Massachusetts but aver that they considered
him a “non-Massachusetts employee.” Indeed,
King's business card bore a California address.
Nevertheless, the Corporate Defendants withheld Massachusetts
state income taxes from King's salary.
February, 2018, King requested Prodea's permission to
rent office space in Wellesley, Massachusetts and worked out
of that office from February through June, 2018. Thereafter,
King worked from his home office in Needham, Massachusetts.
performed the majority of his work-related duties in
Massachusetts but traveled on business on at least 18
occasions, including to Texas, California, Nevada, New York,
Mexico and Turkey. Nevertheless, King contends that his work
in the Commonwealth facilitated substantial sales revenue for
the Corporate Defendants. That work included soliciting
customers, planning meetings, communicating with customers,
preparing sales agreements and proposals and managing a team
of salespersons. King emphasizes that, on two occasions, an
executive from Prodea and/or Arrayent traveled to
Massachusetts to join King on sales networking meetings with
potential Massachusetts-based clients.
resigned his employment with the Corporate Defendants in
January, 2019. He avers that the Corporate Defendants owe him
approximately $71, 000 in unpaid, earned wages and
approximately $16, 000 in approved but unpaid reimbursable
business expenses. According to plaintiff, a human resources
agent of the Corporate Defendants has admitted that King is
owed approximately $68, 000 in unpaid wages in addition to
filed a complaint against defendants in Massachusetts
Superior Court in November, 2018. Defendants removed the case
to this Court on diversity and federal question grounds in
January, 2019. Defendants thereafter moved to dismiss the
Complaint for lack of personal jurisdiction and failure to
state a claim pursuant to Fed.R.Civ.P. 12(b)(2) and 12(b)(6).
Before the Court ruled on that motion, plaintiff filed his
first Amended Complaint, resulting in the Court denying the
motion as moot. Defendants' subsequently filed the
pending motion to dismiss plaintiff's Amended Complaint.
Motion to Dismiss For Lack of Personal Jurisdiction
motion to dismiss for lack of personal jurisdiction pursuant
to Fed.R.Civ.P. 12(b)(2), the plaintiff bears the burden of
showing that the Court has authority to exercise jurisdiction
over defendants. Cossart v. United Excel Corp., 804
F.3d 13, 18 (1st Cir. 2015). Where, as here, the Court will
decide a motion to dismiss for lack of personal jurisdiction
without first holding an evidentiary hearing, the Court
applies the “prima facie” standard of review and
takes the plaintiff's
properly documented evidentiary proffers as true and
construe[s] them in the light most favorable to
[plaintiff's] jurisdictional claim.
A Corp. v. All Am. Plumbing, Inc.,
812 F.3d 54, 58
(1st Cir. 2016). A plaintiff cannot, however, rely on
“unsupported allegations” and “must put
forward evidence of specific facts to demonstrate