Williams v. Dragone Classic Motor Cars

LESTER WILLIAMS, Personal Representative of the Estate of Coburn Benson, Plaintiff, v. DRAGONE CLASSIC MOTOR CARS, et al., Defendants.

Docket no. 2:20-cv-00115-GZS

UNITED STATES DISTRICT COURT DISTRICT OF MAINE

March 30, 2021

ORDER ON PENDING MOTION

Before the Court is Defendants' Motion to Dismiss (ECF No. 21), which seeks dismissal of Plaintiff's First Amended Complaint (ECF No. 18) on various grounds including lack of personal jurisdiction, improper venue, and failure to state a claim. Having reviewed the Motion as well as the related memoranda and exhibits filed by the parties (ECF Nos. 24 & 25), the Court concludes that it lacks personal jurisdiction over Defendants and, therefore, GRANTS the Motion (ECF No. 18) on that basis and dismisses the First Amended Complaint without prejudice.

I. STANDARD OF REVIEW

"When a court's jurisdiction is contested," pursuant to Federal Rule of Civil Procedure 12(b)(2), "the plaintiff bears the burden of proving that jurisdiction lies in the forum state." Sawtelle v. Farrell, 70 F.3d 1381, 1387 (1st Cir. 1995). "When assessing whether personal jurisdiction exists with respect to a non-resident defendant, a federal court exercising diversity jurisdiction," as here, "acts as the functional equivalent of a state court sitting in the forum state." Kuan Chen v. United States Sports Acad., Inc., 956 F.3d 45, 54 (1st Cir. 2020) (internal quotation marks omitted). Generally, the plaintiff "must satisfy both the forum state's long-arm statute and the Due Process Clause of the Fourteenth Amendment." Knox v. MetalForming, Inc., 914 F.3d 685, 690 (1st Cir. 2019) (quoting C.W. Downer & Co. v. Bioriginal Food & Sci. Corp., 771 F.3d 59, 65 (1st Cir. 2014)). Because Maine's long-arm statute is coextensive with the Due Process Clause of the Fourteenth Amendment, personal jurisdiction in Maine focuses on the due process inquiry. See Duncan v. O'Shea, 376 F. Supp. 3d 115, 121 (D. Me. 2019); 14 M.R.S.A. § 704-A(1). "[T]he Due Process Clause requires that the defendant must have sufficient minimum contacts with the state, such that maintenance of the suit does not offend traditional notions of fair play and substantial justice." Nandjou v. Marriott Int'l, Inc., 985 F.3d 135, 148 (1st Cir. 2021) (internal quotation marks omitted). "Such contacts must be sufficient to sustain a theory of either general or specific jurisdiction." Id.

"To justify the exercise of general jurisdiction, (1) the defendant must have sufficient contacts with the forum state, (2) those contacts must be purposeful, and (3) the exercise of jurisdiction must be reasonable under the circumstances." Cossaboon v. Maine Med. Ctr., 600 F.3d 25, 32 (1st Cir. 2010). By contrast, specific jurisdiction can be exercised when "(1) [the] claim[s] directly arise[ ] out of or relate[ ] to the defendant's forum activities; (2) the defendant's forum contacts represent a purposeful availment of the privilege of conducting activities in that forum, thus invoking the benefits and protections of the forum's laws and rendering the defendant's involuntary presence in the forum's courts foreseeable; and (3) the exercise of jurisdiction is reasonable." Plixer Int'l, Inc. v. Scrutinizer GmbH, 905 F.3d 1, 7 (1st Cir. 2018).

A district court may choose from among several methods for determining whether a plaintiff has met its burden of establishing personal jurisdiction: the prima facie approach, the preponderance-of-the-evidence approach, and the likelihood approach. See Kuan Chen, 956 F.3dat 51. When a court decides a "motion to dismiss for want of personal jurisdiction at the inception of the case and without holding an evidentiary hearing . . . the requirements of the prima facie approach control." Id. at 52. Under this approach, "the district court acts not as a factfinder, but as a data collector," asking only whether the plaintiff has proffered facts that, if credited, would support all findings "essential to personal jurisdiction." Id. at 51 (quoting Foster-Miller, Inc. v. Babcock & Wilcox Can., 46 F.3d 138, 145 (1st Cir. 1995)) (internal citations omitted). The court draws the relevant facts "from the pleadings and whatever supplemental filings (such as affidavits) are contained in the record, giving credence to the plaintiff's version of genuinely contested facts." Id. at 52 (quoting Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016)). "[T]he plaintiff['s] burden is to proffer evidence sufficient to support findings of all facts essential to personal jurisdiction without relying on unsupported allegations." Knox, 914 F.3d at 690 (internal quotation marks omitted); see also Kuan Chen, 956 F.3d at 54 ("[T]he plaintiff cannot rely solely on conclusory averments but must adduce evidence of specific facts." (internal quotation marks omitted)). The court "construe[s] these [supported] facts in the light most congenial to the plaintiff's jurisdictional claim." Knox, 914 F.3d at 690 (internal quotation marks omitted). The court may also take into account undisputed facts put forth by the defendant. Kuan Chen, 956 F.3d at 52.

II. FACTUAL BACKGROUND¹

Defendant Dragone Classic Motor Cars ("DCMC") is a corporation incorporated and headquartered in Connecticut.² (Am. Compl. (ECF No. 18), PageID # 49.) Defendants Emanuel and George Dragone are officers and owners of DCMC, who both reside in Connecticut. (Id.) DCMC currently maintains a website listing their business as located in Orange, Connecticut.³ (See Pl. Ex. B (ECF No. 24), PageID #s 87 & 90.) The website allows visitors to fill out an online form to prompt a response from DCMC. (See id., PageID # 87.) The site also describes various services offered by DCMC involving the restoration of classic cars and the consignment of cars. (See id., PageID #s 105-11.) It includes pictures of classic cars on display and offered for sale. (See id.) The website lists Emanuel (or "Manny") Dragone as the President of DCMC and includes a picture and email address. (See id., PageID # 92.) Likewise, it lists George Dragone as Vice President and includes his picture and email address. (See id., PageID # 93.) An "About Us"section of the website describes DCMC's "mission" as including "meeting and building relationships with collectors, car enthusiast[]s and specialists all over the world" and shows another member of the management team, Alex Dragone, pictured at a car show standing in front of what is described as his 1909 Locomobile. (Id., PageID #s 97-98.)

The Estate of Coburn Benson ("Benson Estate") is an active probate estate currently pending in the York County Probate Court.⁴ (Am. Compl., PageID # 49.) Plaintiff Lester Williams, a Maine resident, is the personal representative of the Benson Estate. (Id., PageID #s 48-49.) On June 1, 2001, Benson, then still alive, purchased a 1906 Locomobile race car and negotiated a contract with DCMC to "[c]omplete [r]estoration to buyer's [s]pecification." (Id., PageID #s 49-50; Pl. Ex. A (ECF No. 24), PageID #s 85-86.) Emanuel Dragone negotiated this contract with Benson.⁵ The contract listed Benson's address as a post office box in Limerick, Maine. (Pl. Ex. A, PageID # 85.) Per the terms of the contract, the total "cash price" for the restored 1906 Locomobile was $2 million "at the seller's place of business." (Id.) In the section of the form contract reserved for calculating sales tax, there is a handwritten notation of "none" and "out of state." (Id.) Benson made an initial down payment of $1 million via personal check dated June 1, 2001. (Pl. Ex. B (ECF No. 18-2), PageID # 57.) Two weeks later, on June 13, 2001,Benson made an additional payment of $500,000 via personal check. (Pl. Ex. C (ECF No. 18-3), PageID # 58.) Both of these personal checks listed a street address for Benson in Concord, Massachusetts. (See Pl. Exs. B & C, PageID #s 57 & 58.) Pursuant to the terms of the contract, the remaining balance was to be paid "on completion."⁶ (Pl. Ex. A, PageID # 85.)

After signing this contract, Benson would call to "make inquiries" about the Locomobile to the two Dragones roughly every three months. (Am. Compl., PageID # 51.) When he inquired, he would at times be told the restoration was ongoing, but at other times he received no return phone calls. (Id.) At some point prior to 2018, Benson rejected DCMC's work on the rods of the Locomobile and, thereafter, Benson hired another contractor to remake the rods. (Id., PageID # 52.) At another unspecified date, Benson viewed the Locomobile's transmission and rejected the transmission work. (Id.) Following this rejection, DCMC "engaged in a course of conduct which resulted in [a] lack of meaningful communication with Benson about the progress of the restoration of the Locomobile." (Id.)

In 2018, Benson and Williams, along with another individual, went to Connecticut to view the Locomobile, but they were prevented from doing so. (Id., PageID # 51.) They were told that they needed to schedule an appointment, but they ultimately did not see the vehicle despite making several further attempts. (Id., PageID #s 51-52.) At some point, DCMC put the "cosmetically finished" Locomobile in its showroom. (Id., PageID # 54.) DCMC and its representatives "have made outside affirmative statements claiming ownership of the Locomobile." (Id., PageID # 52.)

Benson and his estate have repeatedly demanded the Locomobile from DCMC. (Id., PageID # 53.) For their part, DCMC asked Benson to pay an additional $500,000 to complete therestoration of the Locomobile. However, Benson would not agree to pay this additional amount. (Id., PageID # 50.) At some point, DCMC also wrote Benson requesting additional funds and suggesting that if additional funds were not tendered by a particular date, Benson would "lose ownership of the Locomobile." (Id., PageID # 53.)

As the personal representative of Benson's estate, Williams has engaged multiple attorneys in an attempt to secure the Locomobile as an asset of the estate. To...