Deutsch Williams Brooks DeRensis & Holland, P.C. v. Naturopathic Laboratories International, Inc.

21 Mass. L. Rptr. 300
CourtMassachusetts Superior Court
DecidedJuly 10, 2006
DocketNo. 054793
StatusPublished

This text of 21 Mass. L. Rptr. 300 (Deutsch Williams Brooks DeRensis & Holland, P.C. v. Naturopathic Laboratories International, Inc.) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Deutsch Williams Brooks DeRensis & Holland, P.C. v. Naturopathic Laboratories International, Inc., 21 Mass. L. Rptr. 300 (Mass. Ct. App. 2006).

Opinion

Cratsley, John C., J.

INTRODUCTION

Plaintiff, Deutsch Williams Brooks DeRensis & Holland, P.C. (“Deutsch”), brought this action against Defendant, Naturopathic Laboratories International, Inc. (“NLI”), seeking a monetary judgment to recover approximately $26,000 it alleges defendant owes for legal services. Defendant filed a Motion to Dismiss pursuant to Mass.R.Civ.P. 12(b)(2), arguing that this Court should dismiss the plaintiffs Complaint for lack [301]*301of personal jurisdiction. For the reasons discussed below, defendant’s motion to dismiss is DENIED.

FACTUAL BACKGROUND

Defendant is a Delaware corporation with a principal place of business located in New York. It manufactures an over-the-counter arthritis pain medication, known as Jointritis.1 Defendant sells and advertises its product nationally, including in Massachusetts.2 Plaintiff is a Massachusetts professional corporation with a usual place of business in Boston, MA.

In February 2004, the defendant sought out, hired, and retained the plaintiff for legal representation in several matters. One matter concerned a lawsuit in the state of New York, as a dispute arose between defendant and a third party. A decision entered against defendant, which was appealed. The plaintiff provided the legal representation in both the underlying action and the appeal.3 Another matter concerned discussions about the long-term prospects of defendant. Specifically, the defendant, concerned about long-term viability of the company, sought a legal opinion from plaintiff concerning a debtor-in-possession in Chapter 11 bankruptcy and general corporate advice. This general corporate advice included, but was not limited to, alternative corporate lending and liability to secure future prospects of the company.4

The plaintiff had numerous telephone conversations with the defendant over the next six to seven months, regarding the long-term prospects of defendant. Additionally, plaintiff communicated with numerous third parties on behalf of defendant in order to determine if the company would be able to maintain its viability by securing an acceptable corporate lending account.5 The parties had agreed that the plaintiff would bill for its services by the hour, and the plaintiff routinely sent defendant invoices for the legal services it provided. These invoices indicated the services provided, the name of the individual attorney providing such services, the dates the services were provided, the time spent on each matter, and the amount owed for such services. The defendant never indicated that it was not willing to accept or pay for such services, and the plaintiff contends that the defendant made numerous promises to pay for the legal services provided.6

When no payments were ever received for the bankruptcy and general corporate advice services, the plaintiff commenced this action in an attempt to collect the outstanding balance owed for their legal services. Plaintiff filed this case in the Superior Court on November 9, 2005, seeking a monetary judgment for breach of contract, costs, and interest. Subsequently, the defendant filed a motion to dismiss pursuant to M.G.L.c. 223, §3 on May 4, 2006. The plaintiff filed an opposition and the motion was argued in open court on June 16, 2006. After due consideration, this Court determines that there is personal jurisdiction to hear the case in Massachusetts. Therefore, the defendant’s motion to dismiss is DENIED.

DISCUSSION

In this case, the plaintiffs complaint invokes the jurisdiction of the Superior Court pursuant to M.G.L.c. 223A, §3, the so-called longarm statute. While c. 223A grants personal jurisdiction “over the person to the limits allowed by the Constitution of the United States,” Automatic Sprinkler Corp. of America v. Seneca Foods Corp., 361 Mass. 441, 443 (1972), in construing such limits the U.S. Supreme Court has held that personal jurisdiction over a nonresident defendant requires, “certain minimum contacts with [the State] such that the maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’ ” International Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting in part from Milliken v. Meyer, 311 U.S. 457, 463 [1940]).7 The U.S. Supreme Court has further stated that in order for a nonresident defendant to be subject to jurisdiction, there must be “some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.” Hanson v. Denckla, 357 U.S. 235, 253 (1958).

In specific instances in which a Massachusetts court may acquire personal jurisdiction over a nonresident defendant, jurisdiction is conferred only “when some basis for jurisdiction enumerated in the statute has been established.” Good Hope Indus., Inc. v. Ryder Scott Co., 378 Mass. 1, 6 (1979). If the statute’s literal requirements are met and satisfied, then it also must be established that “the exercise of jurisdiction under State law [is] consistent with basic due process requirements mandated by the United States Constitution.” Id. at 5-6. A plaintiff has the burden of establishing facts to show that the ground relied on under c. 223A §3 is present. Droukas v. Divers Training Academy, Inc., 375 Mass. 149, 151 (1978).

M.G.L.C. 223.A, §3(a)

In it’s motion, the defendant argues that the claims the plaintiff asserted did not arise from any contact or activity in Massachusetts. In response, the plaintiff argues that its claims arise from defendant’s transaction of business within the Commonwealth and that, under c. 223A, the defendant’s solicitation of legal services from a Massachusetts law firm as well as its further communication with the plaintiff are sufficient contacts to bring the defendant under the authority of c. 223A §3(a).

Under the Massachusetts longarm statute, a “court may exercise personal jurisdiction over a person, who acts directly or by an agent, as to a cause of action in law or equity arising from the person’s .. . transacting any business in this Commonwealth.” M.G.L.c. 223A, §3(a). Both the longarm statute and “transacting any business” language are to be construed broadly. See [302]*302Kleinerman v. Morse, 26 Mass.App.Ct. 819, 824 (1989) (citing Hahn v. Vermont Law School 698 F.2d 48, 50 (1st Cir. 1983)); see Tatro v. Manor Care, Inc., 416 Mass. 763, 767, 771 (1994) (holding “[plurposeful and successful solicitation of business from residents of the Commonwealth . . . will suffice to satisfy the ‘transacting any business’ requirement”). Similarly, courts in Massachusetts have held that “[although an isolated and minor transaction with a Massachusetts resident may be insufficient, generally the purposeful and successful solicitation of business from residents of the Commonwealth . . . will suffice to satisfy the ‘transacting any business’ requirement.” Id. See also

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Related

Milliken v. Meyer
311 U.S. 457 (Supreme Court, 1941)
International Shoe Co. v. Washington
326 U.S. 310 (Supreme Court, 1945)
Hanson v. Denckla
357 U.S. 235 (Supreme Court, 1958)
Rush v. Savchuk
444 U.S. 320 (Supreme Court, 1980)
William A. Hahn v. Vermont Law School
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Arthur F. Sawtelle, Etc. v. George E. Farrell
70 F.3d 1381 (First Circuit, 1995)
Droukas v. Divers Training Academy, Inc.
376 N.E.2d 548 (Massachusetts Supreme Judicial Court, 1978)
Connecticut National Bank v. Hoover Treated Wood Products, Inc.
638 N.E.2d 942 (Massachusetts Appeals Court, 1994)
Kleinerman v. Morse
533 N.E.2d 221 (Massachusetts Appeals Court, 1989)
Good Hope Industries, Inc. v. Ryder Scott Co.
389 N.E.2d 76 (Massachusetts Supreme Judicial Court, 1979)
"Automatic" Sprinkler Corp. of America v. Seneca Foods Corp.
280 N.E.2d 423 (Massachusetts Supreme Judicial Court, 1972)
Tatro v. Manor Care, Inc.
625 N.E.2d 549 (Massachusetts Supreme Judicial Court, 1994)
Darcy v. Hankle
768 N.E.2d 583 (Massachusetts Appeals Court, 2002)
Fern v. Immergut
773 N.E.2d 972 (Massachusetts Appeals Court, 2002)
REMF Corp. v. Miranda
801 N.E.2d 296 (Massachusetts Appeals Court, 2004)

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Bluebook (online)
21 Mass. L. Rptr. 300, Counsel Stack Legal Research, https://law.counselstack.com/opinion/deutsch-williams-brooks-derensis-holland-pc-v-naturopathic-masssuperct-2006.