Opinion
No. 12–P–180.
2012-10-24
ROCK AND ROLL LIBRARY, INC. v. QUANTUM AMERICA, INC., & another.
By the Court (KAFKER, COHEN & TRAINOR, JJ.).
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
The plaintiff, Rock and Roll Library, Inc., appeals from the dismissal of its complaint against both defendants (collectively, Quantum) for lack of personal jurisdiction. It argues that the allegations in the complaint and evidence submitted to the motion judge made out a prima facie case of jurisdiction under the long-arm statute, G.L. c. 223A, § 3, and “basic due process requirements mandated by the United States Constitution.” Bulldog Investors Gen. Partnership v. Secretary of the Commonwealth, 457 Mass. 210, 215 (2010), cert. denied, 132 S.Ct. 2377 (2012), quoting from Intech, Inc. v. Triple “C” Marine Salvage, Inc., 444 Mass. 122, 125 (2005). We agree, and therefore reverse.
Background. Where, as here, the motion judge did not hold an evidentiary hearing on the defendants' motion to dismiss, “we take specific facts affirmatively alleged by the plaintiff as true ( whether or not disputed ) and construe them in the light most congenial to the plaintiff's jurisdictional claim” (emphasis supplied). Cepeda v. Kass, 62 Mass.App.Ct. 732, 738 (2004), quoting from Massachusetts Sch. of Law at Andover, Inc. v. American Bar Assn., 142 F.3d 26, 34 (1st Cir.1998). The facts alleged in the complaint and in the plaintiff's submission in opposition to the motion to dismiss support an inference either that the two defendant corporations are alter egos or that they acted as agents for one another, and therefore their contacts with the Commonwealth can be imputed to one another. See G.L. c. 223A, § 3, as inserted by St.1968, c. 760 (conferring personal jurisdiction over “a person, who acts directly or by an agent” to perform certain acts). So understood, the plaintiff affirmatively alleged the following facts. In 2009, Quantum posted an advertisement on the online bulletin board Craigslist offering Web design services specifically to prospective customers in Massachusetts and New England. The plaintiff, a Massachusetts nonprofit corporation with its sole place of business in the Commonwealth, responded to the advertisement, and negotiations commenced during which Quantum signed a nondisclosure agreement with the plaintiff. Additionally, a representative of Quantum came to Massachusetts to negotiate a contract to redesign the plaintiff's Web site. A contract (design contract) for just under $35,000 was finalized and executed,
and Quantum e-mailed invoices to the plaintiff in Massachusetts and was paid via checks drawn on a Massachusetts bank. Quantum made numerous calls and sent many e-mails into Massachusetts in the process of negotiating the contract and discussing performance thereof. Quantum's staff in India allegedly negligently performed and breached the design contract, giving rise to the plaintiff's suit.
The nondisclosure agreement and all drafts of the design contract listed Quantum Infotech, Inc., as the counterparty. A few hours after sending a final draft of the design contract to the plaintiff via electronic mail (e-mail), a Quantum representative sent a revised version with Quantum America, Inc., substituted as the counterparty, and that contract was signed and executed.
Discussion. The exercise of personal jurisdiction over these defendants is sustainable under G.L. c. 223A, § 3( a ), as long as they transacted sufficient business in the Commonwealth so that jurisdiction here does not offend due process, and the plaintiff's claims “would not have arisen ‘but for’ the [defendants'] transaction of business in the Commonwealth.” Pettengill v. Curtis, 584 F.Supp.2d 348, 356 (D.Mass.2008), citing Tatro v. Manor Care, Inc., 416 Mass. 763, 767, 770–771 (1994). The defendants attempt to draw an analogy to a line of cases involving isolated sales of goods from out of State, which have been found insufficient to support jurisdiction. See generally Droukas v. Divers Training Academy, Inc., 375 Mass. 149 (1978); Intech, Inc. v. Triple “C” Marine Salvage, Inc., supra; Roberts v. Legendary Marine Sales, 447 Mass. 860 (2006).
Here, however, “the contacts with the plaintiff, although not themselves extensive, were not random or isolated events.” Tatro v. Manor Care, Inc., supra at 769. The defendants solicited business in Massachusetts specifically, sent a representative to Massachusetts to negotiate with the plaintiff, and engaged in extensive communications with the Massachusetts plaintiff both before and after signing the design contract. These contacts and the others described above are similar to or greater than those previously found to satisfy the long-arm statute and due process. See and compare Good Hope Indus., Inc. v. Ryder Scott Co., 378 Mass. 1, 9–12 (1979); Tatro v. Manor Care, Inc., supra at 768–769, 772–773. And the defendants' actions in and directed at the Commonwealth are clearly a “but for” cause of the plaintiff's claims. See Tatro v. Manor Care, Inc., supra at 769–772. It was therefore error to allow the defendants' motion to dismiss on this record. See Cepeda v. Kass, 62 Mass.App.Ct. at 738.
Quantum has submitted evidence to contradict some of the plaintiff's allegations. “The plaintiff must eventually establish jurisdiction by a preponderance of the evidence at an evidentiary hearing or at trial. ‘But until such a hearing is held, a prima facie showing suffices, notwithstanding any controverting presentation by the moving party, to defeat the motion.’ “ Ibid., quoting from Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 904 (2d Cir.1981). On remand, the judge may hold an evidentiary hearing to resolve the issue of personal jurisdiction, or may defer it until trial. See Cepeda v. Kass, supra at 739–740.
Conclusion. The plaintiff made out a prima facie case of personal jurisdiction over both defendants. That is sufficient, at this stage, to defeat the motion to dismiss. Therefore, the judgment is reversed, and the case is remanded for further proceedings consistent with this memorandum and order.
Judgment dismissing complaint reversed.