United States District Court, D. Massachusetts
AMY DOUCET and DENISE SUTTON as Co-Guardians of PAUL GREGORY DOUCET, Plaintiffs,
FCA U.S. LLC, f/k/a CHRYSLER GROUP, LLC, SUDBAY CHRYSLER DODGE, INC., Defendants.
MEMORANDUM AND ORDER ON FCA U.S. LLC'S MOTION TO
DISMISS AND DOUCET'S MOTION TO REMAND TO MASSACHUSETTS
ALLISON D. BURROUGHS U.S. DISTRICT JUDGE
products liability action originated in Suffolk County
Superior Court when Plaintiffs Amy Doucet and Denise Sutton
filed a complaint in their capacity as court-appointed
guardians on behalf of Paul Doucet (“Doucet”).
[ECF No. 1-3 (“Compl.” or
“Complaint”) ¶ 1]. Doucet alleges that he
suffered severe and debilitating injuries due to defects in
the design and production of a Chrysler Sebring convertible
that was involved in a car accident in May 2015. [Compl.
¶ 10-31]. Defendant FCA U.S. LLC (“FCA”)
removed the action to federal court, asserting jurisdiction
pursuant to 28 U.S.C. §§ 1332 and 1334(b). [ECF No.
1 at 1-2].
the Court are FCA's motion to dismiss, [ECF No. 9], and
Doucet's motion for remand to state court, [ECF No. 14].
FCA opposed Doucet's Motion for Remand on May 2, 2019,
[ECF No. 19], and Doucet opposed FCA's Motion to Dismiss
on June 27, 2019, [ECF No. 38]. For the following reasons,
FCA's Motion to Dismiss, [ECF No. 9], is DENIED,
and Doucet's Motion for Remand, [ECF No. 14], is
GRANTED. Doucet's Motion for Jurisdiction
Discovery, [ECF No. 38], is therefore DENIED as
purposes of this motion, the facts are drawn from the
Complaint and evidence the parties have proffered in support
of their jurisdictional arguments. In April 2009, Chrysler
LLC filed for bankruptcy in the United States Bankruptcy
Court for the Southern District of New York. [Compl. ¶
6; ECF No. 10 at 4; ECF No. 37 at 4]. On June 1, 2009, the
Bankruptcy Court approved the sale of certain Chrysler assets
to Defendant FCA. [Compl. ¶ 7; ECF No. 10 at 5; ECF No.
37 at 4]. The sale closed on June 10, 2009, [Compl. ¶
7], and the bankruptcy estate was closed as fully
administered on March 1, 2016, [ECF No. 1 ¶ 24]. The
terms of the sale approved by the Bankruptcy Court are
memorialized in a “Master Transaction Agreement”
(“MTA”), which permitted the sale of assets to
FCA “free and clear of all Claims except for Assumed
Liabilities.” [ECF No. 10. at 4-5; ECF No. 37 at 4; ECF
No. 1-5 at 3-4].
the MTA originally limited “Assumed Liabilities”
to claims arising from products that were manufactured before
the bankruptcy sale date and sold after the bankruptcy sale,
[ECF No. 10 at 5; ECF No. 37 at 4; ECF No. 1-4
(“MTA”) at 19-20], the terms were later amended
by the parties and approved by the Bankruptcy Court, [Compl.
¶ 8; ECF No. 10 at 6; ECF No. 37 at 4-5; ECF No. 1-6 at
2; ECF No. 1-7 at 4, 6]. In relevant part, that amendment
expanded the definition of “Assumed Liabilities”
to include product liability claims that arise from Chrysler
products sold before the bankruptcy sale date, so long as
(A) arise directly from motor vehicle accidents occurring on
or after [the bankruptcy sale closing date], (B) are not
barred by any statute of limitations, (C) [do not relate] to
any alleged exposure to [asbestos] or any other Hazardous
Material and (D) do not include any claim for exemplary or
[ECF No. 10 at 6; ECF No. 37 at 4; ECF No. 1-6 at 2]. Product
liability claims include any claims:
arising out of, or otherwise relating to in any way in
respect of claims for personal injury, wrongful death or
property damage, product recalls, defective material claims,
merchandise returns and/or any similar claims, or any other
claim or cause of action, whether such claim is known or
unknown or asserted or unasserted with respect to, Products
or items purchased, sold, consigned, marketed, stored,
delivered, distributed or transported by [Chrysler, other
debtors, or subsidiaries] . . . .
[ECF No. 37 at 5; ECF No. 1-4 at 104].
2004 Chrysler Sebring convertible at issue in this case was
designed and manufactured by Old Chrysler. [ECF No. 10 at 4;
ECF No. 10-2 ¶ 2]. On April 7, 2003, Old Chrysler
“invoiced and shipped” the convertible to a
Chrysler dealership in Rhode Island. [Id.]. The
Rhode Island dealership then transferred the vehicle to
Defendant Sudbay Chrysler Dodge, Inc. (“Sudbay”),
which leased the vehicle to a resident of Needham,
Massachusetts on May 8, 2003, [ECF No. 10-2 ¶ 3], before
selling the vehicle to a resident of Gloucester,
Massachusetts on July 27, 2006, [ECF No. 10-2 ¶ 4]. The
vehicle subsequently changed hands in private sales. [ECF No.
10-2 ¶¶ 5-7]. In June 2013, Doucet purchased the
vehicle in a private sale from a New Hampshire resident.
[Compl. ¶ 22; ECF No. 10-2 ¶ 7].
2015, Doucet was riding in the front passenger seat when the
vehicle was involved in a moderate frontal collision in
Hudson, New Hampshire. [Compl. ¶¶ 10-11]. During
the collision, Doucet sustained a traumatic brain injury when
the vehicle's passenger side A-pillar, which supported
the vehicle's roof and windshield, struck Doucet.
[Id. ¶¶ 11-13]. Doucet alleges that
defects in the vehicle or its component parts caused his
injuries, [Id. ¶¶ 25, 30, 31], and asserts
negligence and breach of warranty claims against FCA, [Compl.
¶¶ 32-48], and against Sudbay, [Id.
Doucet first filed the Complaint in New Hampshire Superior
Court, [ECF No. 10 at 3; ECF No. 37 at 3], FCA removed the
case to the United States District Court for the District of
New Hampshire, [ECF No. 10 at 3]. The district court
dismissed the case for lack of personal jurisdiction over
FCA, finding that Doucet had not demonstrated the
constitutionally required “relatedness” of his
claim to FCA or Old Chrysler's New Hampshire activities.
See Doucet v. FCA U.S. LLC, No. 18-cv-00627, 2018 WL
4854632 at *6 (D.N.H. Oct. 5, 2018).
then filed the Complaint in Massachusetts Superior Court.
[ECF No. 10 at 3; ECF No. 37 at 3]. FCA once again removed to
federal court, invoking diversity jurisdiction under 28
U.S.C. § 1332, as well as jurisdiction over cases
arising in, arising under, or relating to cases under title
11 (“Bankruptcy Code”), pursuant to 28 U.S.C.
§ 1334(b). [ECF No. 1 ¶¶ 25- 26].
STANDARD OF REVIEW ON FCA'S MOTION TO DISMISS
bears the burden of demonstrating that the Court may exercise
personal jurisdiction over FCA and Sudbay. A Corp. v. All
Am. Plumbing, Inc., 812 F.3d 54, 58 (1st Cir. 2016)
(citing Phillips v. Prairie Eye Ctr., 530 F.3d 22,
26 (1st Cir. 2008)). “Under the prima facie standard,
plaintiffs must proffer ‘evidence which, if credited,
is sufficient to support findings of all facts essential to
personal jurisdiction.'” Packs v. Bartle,
No. 18-cv-11496, 2019 WL 1060972, at *3 (D. Mass. Mar. 6,
2019) (quoting A Corp., 812 F.3d at 58)).
“[P]laintiffs may not rely on unsupported allegations
in their pleadings, ” and are “obliged to adduce
evidence of specific facts.” Platten v. HG Berm.
Exempted Ltd., 437 F.3d 118, 134 (1st Cir. 2006) (first
quoting Boit v. Gar-Tec Prods., Inc., 967 F.2d 671,
675 (1st Cir. 1992), then quoting Foster-Miller, Inc. v.
Babcock & Wilcox Can., 46 F.3d 138, 145 (1st Cir.
1995)). “The Court takes as true whatever properly
documented facts plaintiffs proffer, construes those facts in
the light most favorable to the plaintiffs, and considers
facts put forward by defendants to the extent they are
uncontradicted.” Packs, 2019 WL 1060972, at *3
(citing Phillips, 530 F.3d at 26; Platten,
437 F.3d at 134).
FCA'S MOTION TO DISMISS
FCA as a Successor to Old Chrysler
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.” Daynard v. Ness,
Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d
42, 51 (1st Cir. 2002) (quoting Sawtelle v. Farrell,
70 F.3d 1381, 1387 (1st Cir.1995)). “The Due Process
Clause of the Fourteenth Amendment allows a state court to
exercise jurisdiction over a non[-]resident only where the
exercise of jurisdiction ‘does not offend traditional
notions of fair play and substantial justice.'”
Packs, 2019 WL 1060972, at *3 (quoting Int'l
Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). Thus,
“[t]o establish personal jurisdiction in a diversity
case, a plaintiff must satisfy both the forum state's
long-arm statute and the Due Process Clause of the Fourteenth
Amendment.” C.W. Downer & Co. v. Bioriginal
Food & Sci. Corp., 771 F.3d 59, 65 (1st Cir. 2014)
(citing Ticketmaster-New York, Inc. v. Alioto, 26
F.3d 201, 204 (1st Cir. 1994)).
FCA did not produce the vehicle at issue in this case, it
purchased many of the former assets of Old Chrysler, which
did produce the vehicle at issue here. See [ECF No.
10 at 4-5]. “Under generally accepted corporate law
principles, the purchaser of the assets of another
corporation does not assume the debts and liabilities of the
transferor.” Devine & Devine Food Brokers, Inc.
v. Wampler Foods, Inc., 313 F.3d 616, 618 (1st Cir.
2002) (quoting Dayton v. Peck, Stow, & Wilcox
Co., 739 F.2d 690, 692 (1st Cir. 1984)). Most
jurisdictions, including Massachusetts and the First Circuit,
however, recognize exceptions to this general rule and find
purchasers liable in instances where “the purchasing
corporation expressly or impliedly agrees to assume the
selling corporation's liabilities.” Devine
& Devine, 313 F.3d at 618; Dayton, 739 F.2d
at 692 (construing Massachusetts law); Milliken & Co.
v. Duro Textiles, LLC, 887 N.E.2d 244, 254-55 (Mass.
corporation's contacts with a forum may be imputed to its
successor if forum law would hold the successor liable for
the actions of its predecessor.” McClary v. Erie
Engine & Mfg. Co., 856 F.Supp. 52, 57 (D.N.H. 1994)
(quoting Williams v. Bowman Livestock Equip. Co.,
927 F.2d 1128, 1132 (10th Cir. 1991)); Mesiti v.
Microdot, Inc., 739 F.Supp. 57, 60 (D.N.H. 1990)
(“[T]his [c]ourt . . . is persuaded that unless
successor corporations are subject to personal jurisdiction
in [actions where successors are subject to the relevant
liabilities of predecessors, ] corporations will be
encouraged to immunize themselves by fleeing the jurisdiction
and formalistically changing their name.” (internal
quotation marks omitted) (citing Bowers v. NETI Techs.,
Inc., 690 F.Supp. 349, 361 (E.D. Pa. 1988))); see
also City of Richmond v. Madison Mgmt. Grp., 918 F.2d
438, 454 (4th Cir. ...