Centurion Networking Serv. Partners, LLC v. Dr. Wade N. Barker, P.A.

CENTURION NETWORKING SERVICE PARTNERS, LLC, Plaintiff, v. DR. WADE N. BARKER, P.A. d/b/a BARKER BARIATRIC CENTER, andWADE BARKER, M.D., Defendants.

Civil Action No. 17-cv-11304-ADB

UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS

April 26, 2018

MEMORANDUM AND ORDER ON MOTION TO DISMISS

BURROUGHS, D.J.

This case arises out of missed payments due under a computer network servicing contract between the provider, Plaintiff Centurion Networking Service Partners, LLC ("Centurion"), and the client, Defendant Dr. Wade N. Barker, P.A. d/b/a Barker Bariatric Center ("Barker Bariatric"). Centurion asserts claims against Barker Bariatric for breach of contract, unjust enrichment, and violation of Massachusetts General Laws Chapter 93A, and seeks to pierce the corporate veil to hold individual Defendant Dr. Wade Barker, M.D. liable for Barker Bariatric's acts and omissions. [ECF No. 12] ("Amended Complaint"). Currently pending before the Court is Dr. Barker's motion to dismiss for lack of personal jurisdiction. [ECF No. 19]. For the reasons stated herein, the motion to dismiss is GRANTED and the Amended Complaint is DISMISSED without prejudice. Centurion is granted leave to file a second amended complaint within 30 days of the date of this Order.

I. BACKGROUND

Because Dr. Barker moves to dismiss for lack of personal jurisdiction, the following factual summary draws from "the pleadings and whatever supplemental filings (such as affidavits) are contained in the record," giving credence to Centurion's version of the genuinely contested facts. Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016). On August 1, 2016, Centurion (a Delaware limited liability company with its principal office in Andover, Massachusetts) and Barker Bariatric (a Texas professional association with its principal office in Dallas, Texas) entered into a contract pursuant to which Centurion provided computer networking support services in exchange for $39,000 to be paid by Barker Bariatric in equal monthly installments for one year. Am. Compl. ¶¶ 1, 2, 7. In December 2016, in accordance with the contract, Barker Bariatric requested Centurion's emergency assistance in transporting large equipment from its office in Dallas, Texas to its office in Mesquite, Texas. Id. ¶¶ 13-14. Centurion fully performed under the contract, but Barker Bariatric failed to both compensate Centurion for these emergency services and meet all of its monthly payment obligations. Id. ¶¶ 9-12, 18-20.

On July 14, 2017, Centurion filed this lawsuit to recover damages arising out of Barker Bariatric's breach of the contract. [ECF No. 1]. On October 27, 2017, Defendants moved to dismiss the initial complaint [ECF No. 10], and Centurion responded by filing the Amended Complaint in which it seeks to pierce the corporate veil to hold Dr. Barker, the purported sole owner and principal of Barker Bariatric, liable for his company's acts or omissions. Am. Compl. ¶¶ 6, 27. On January 26, 2018, Barker Bariatric answered the Amended Complaint, while Dr. Barker moved to dismiss for lack of personal jurisdiction. [ECF Nos. 18, 19].

II. DISCUSSION

Centurion bears the burden of establishing jurisdiction over Dr. Barker. Baskin-Robbins, 825 F.3d at 34. "Faced with a motion to dismiss for lack of personal jurisdiction, a district court 'may choose from among several methods for determining whether the plaintiff has met [its] burden.'" Adelson v. Hananel, 510 F.3d 43, 48 (1st Cir. 2007) (quoting Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 50-51 (1st Cir. 2002)). The prima facie standard applies where, as here, "a district court rules on a motion to dismiss for lack of personal jurisdiction without holding an evidentiary hearing." United States v. Swiss Am. Bank, Ltd., 274 F.3d 610, 618 (1st Cir. 2001). The prima facie standard does not involve differential fact finding; rather, it requires "only that a plaintiff proffer evidence which, taken at face value, suffices to show all facts essential to personal jurisdiction." Baskin-Robbins, 825 F.3d at 34. The Court accepts plaintiff's properly documented evidentiary proffers as true "and construe[s] them in the light most congenial to the plaintiff's jurisdictional claim." Daynard, 290 F.3d at 51 (citations omitted). "If the plaintiff makes a prima facie showing of jurisdiction supported by specific facts alleged in the pleadings, affidavits, and exhibits, its burden is met." Ealing Corp. v. Harrods Ltd., 790 F.2d 978, 979 (1st Cir. 1986).

There are two types of personal jurisdiction: general and specific. Harlow v. Children's Hosp., 432 F.3d 50, 57 (1st Cir. 2005). General jurisdiction exists "when the litigation is not directly founded on the defendant's forum-based contacts, but the defendant has nevertheless engaged in continuous and systematic activity, unrelated to the suit, in the forum state." United Elec., Radio and Mach. Workers of Am. v. 163 Pleasant Street Corp., 960 F.2d 1080, 1088 (1st Cir. 1992). In contrast, specific jurisdiction exists when "the cause of action arises directly outof, or relates to, the defendant's forum-based contacts." Pritzker v. Yari, 42 F.3d 53, 60 (1st Cir. 1994) (quoting United Elec. Workers, 960 F.2d at 1088-89).

A. General Jurisdiction

"For an individual, the paradigm forum for the exercise of general jurisdiction is the individual's domicile; for a corporation, it is an equivalent place, one in which the corporation is fairly regarded as at home.'" Daimler AG v. Bauman, 571 U.S. 117, 137 (2014) (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 924 (2011)). "In addition to domicile, a court may also assert general jurisdiction over an individual when the person offers explicit consent, . . . or is physically present in the forum state. Grice v. VIM Holdings Group, LLC, 280 F. Supp. 3d 258, 269-70 (D. Mass. 2017) (citing J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873, 880, (2011) and Burnham v. Superior Court of California, County of Marin, 495 U.S. 604, 619 (1990)). Here, Centurion does not contend, nor is there any evidence in the record to show, that this Court has general jurisdiction over Dr. Barker.

B. Specific Jurisdiction

The exercise of specific jurisdiction "hinges on satisfaction of two requirements: first, that the forum [state] has a long-arm statute that purports to grant jurisdiction over the defendant; and second, that the exercise of jurisdiction pursuant to that statute comports with the strictures of the Constitution." Pritzker, 42 F.3d at 60. Because the First Circuit has generally treated "the limits of Massachusetts' 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), the Court may "sidestep the statutory inquiry and proceed directly to the constitutional analysis." Evans CabinetCorp. v. Kitchen Int'l, Inc., 593 F.3d 135, 146 (1st Cir. 2010) (citation omitted); see Phillips v. Prairie Eye Ctr., 530 F.3d 22, 26 (1st Cir. 2008).¹

To determine whether it may exercise specific jurisdiction, the Court conducts a three-part inquiry:

First, the claim underlying the litigation must directly arise out of, or relate to, the defendant's forum state activities. Second, the defendant's in-state contacts must represent a purposeful availment of the privilege of conducting activities in the forum state, thereby invoking the benefits and protections of that state's laws and making the defendant's involuntary presence before the state's court foreseeable. Third, the exercise of jurisdiction must, in light of the Gestalt factors, be reasonable.

Pritzker, 42 F.3d at 60-61 (quoting United Elec. Workers, 960 F.2d at 1089).

Here, Centurion seeks to impute Barker Bariatric's contacts with the forum state onto Dr. Barker by piercing the corporate veil between them. For the purposes of this motion, the Court accepts that Barker Bariatric "waive[d] its right to challenge personal jurisdiction by consenting to personal jurisdiction in a forum selection clause." Inso Corp. v. Dekotec Handelsges, mbH, 999 F. Supp. 165, 166 (D. Mass. 1998) (citing M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 11 (1972)). The contract between Centurion and Barker Bariatric adopts Massachusetts law as the governing law and specifies that "any dispute and cause of action arising out of this [contract] shall be filed in the state or federal courts in Essex County Massachusetts. The [parties] waive all questions of personal jurisdiction and venue of such courts, including without limitation, any claim or defense that such courts constitute an inconvenient forum." [ECF No. 12-1 at 8].

Assuming, arguendo, that the Court has jurisdiction over Barker Bariatric, the question is whether Barker Bariatric's in-state contacts may be imputed to Dr. Barker as the purported sole owner or principal. See Harrelson v. Seung Heun Lee, 798 F. Supp. 2d 310, 316 (D. Mass. 2011) ("[Plaintiff's] claim of personal jurisdiction, which is both general and specific, is based less on any direct act of [the individual defendant] in Massachusetts than it is on his role as the pervasively dominant and controlling principal of the [relevant corporate entity]."); see also Donatelli v. Nat'l Hockey League, 893 F.2d 459, 466 (1st Cir. 1990) ("[O]nce minimum contacts can be attributed derivatively to the parent, . . . all of the relevant secondary criteria (e.g., notice, foreseeability, reciprocity, purposeful availment, and the other Gestalt factors) corroborate the appropriateness of an exercise of jurisdiction."). "This is a difficult theory because it depends on a piercing of the corporate form, an entity of which Massachusetts law is especially protective. The corporate veil will be pierced in Massachusetts only to defeat fraud or to remedy injustice." Harrelson, 798 F. Supp. 2d at 316 (citing Hanson v. Bradley, 10 N.E.2d 259, 264 (Mass. 1937)).

Because the underlying claims here are based...