EMC Corp. v. Smith

4 Mass. L. Rptr. 232
CourtMassachusetts Superior Court
DecidedAugust 16, 1995
DocketNo. 952675
StatusPublished

This text of 4 Mass. L. Rptr. 232 (EMC Corp. v. Smith) 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
EMC Corp. v. Smith, 4 Mass. L. Rptr. 232 (Mass. Ct. App. 1995).

Opinion

White, J.

Plaintiff, EMC Corporation (“EMC”) brought this action against defendant, Keith A. Smith (“Smith”), for declaratory relief under M.G.L.c. 231A, seeking a declaration that Smith, an at-will employee of EMC Corporation, was lawfully terminated based on his unacceptable performance. Defendant now moves to dismiss this action pursuant to Mass.R.Civ.P. 12(b)(2) on the ground that this court lacks personal jurisdiction over defendant under the state long-arm statute, under 12(b)(6) for failing to state a claim upon which relief may be granted, and on the ground of forum non conveniens pursuant to M.G.L.c. 223A, §5. For the reasons to follow, Smith’s motion to dismiss is ALLOWED.

BACKGROUND

This court accepts as true the well-pleaded factual allegations of the complaint, as well as any inference which can be drawn therefrom in the plaintiffs favor. Eyal v. Helen Broadcasting Corp., 411 Mass. 426, 429 (1991), and cases cited.

EMC Corporation is a Massachusetts corporation duly organized and existing under the laws of Massachusetts, with corporate headquarters in Hopkinton. EMC is a manufacturer of data storage products for mainframe, midrange and open storage computer systems. EMC maintains a centralized form of corporate organization in Hopkinton, Massachusetts.

Defendant, Keith A. Smith, is a resident of California and a graduate of the University of California at Berkeley where he received both a Bachelor of Science [233]*233degree and an MBA. Since 1969, he has been employed continuously in the California computer indus-tiy. In December 1992, EMC’s Director of Human Resources located in Massachusetts, Dennis J. Zifcak (“Zifcak”) authorized and faxed to Smith a written offer of employment. In turn, Smith accepted the position as district sales manager for EMC in San Francisco by returning to Zifcak in Massachusetts a signed copy of the offer letter. Although Smith was in charge of overseeing sales representatives working in a geographic area which included the states of California, Washington, Oregon and Idaho, Smith as a resident of California was based in EMC’s San Francisco field sales office during his employment.

Approximately in March 1994, Robert Bodnar (“Bodnar”), EMC’s Area Manager for the San Francisco field sales office and Smith’s immediate supervisor, began giving Smith written and oral warnings regarding his poor performance. Bodnar’s written warnings were transferred into Smith’s Central Human Resources file in Hopkinton. On or about October 3,1994 Bodnar and Vice President for North America ESG Sales Harry Dixon (“Dixon”) decided to place Smith on a written performance improvement plan (“PIP”). This document was also filed with Central Human Resources in Hopkinton. On or about March 24, 1995, EMC’s Vice President for Human Resources, Brian O’Connell (“O’Connell”), informed Smith by letter sent from Hopkinton that his employment with EMC Corporation would terminate as of April 7, 1995.

Mr. Smith communicated with a lawyer in California, Mr. Lawrence J. King, and retained him for the purpose of advising him about any claims he might have against EMC for wrongful discharge. Mr. King wrote a letter to EMC dated April 25, 1995 informing EMC that Mr. Smith had various potential claims against EMC arising out of his discharge. According to King’s letter, Smith was terminated in retaliation for reporting the company’s failure to pay required taxes and for cooperating in the investigation of sex discrimination charges in the San Francisco regional office. EMC responded to King’s letter by bringing this action for declaratory relief against Smith in Massachusetts.

DISCUSSION

I. PERSONAL JURISDICTION OVER DEFENDANT KEITH A. SMITH

A plaintiff confronted with a motion to dismiss under Mass.R.Civ.P. 12(b)(2) bears the burden of “establishing the facts upon which the question of personal jurisdiction over the defendant is to be determined.” Droukas v. Divers Training Academy, Inc., 375 Mass. 149, 151 (1978); Merrill v. Tong, 390 Mass. 120, 129 (1983) (“[wjhether jurisdiction will be found is a determination sensitive to the particular facts of each case”). Two questions must be answered affirmatively in order for this court to exercise personal jurisdiction over the defendant: “(1) Is the assertion of jurisdiction authorized by the [Massachusetts long-arm] statute, and (2) if authorized, is the exercise of jurisdiction under State law consistent with basic due process requirements mandated by the United States Constitution?” Good Hope Industries, Inc. v. Ryder Scott Co., 378 Mass. 1, 5-6 (1979); Bond Leather Co. v. O.T. Shoe Mfg. Co., 764 F.2d 928, 931 (1st Cir. 1985).

A. MASSACHUSETTS LONG-ARM STATUTE

The Massachusetts long-arm statute provides in pertinent part that “[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 (a) transacting any business in this Commonwealth . . .” G.L.c. 223A, §3(a). The long-arm statute asserts jurisdiction over the person to the limits allowed by the Constitution of the United States." Good Hope Indus., 378 Mass. at 6, citing “Automatic” Sprinklers Corp. of America v. Seneca Foods Corp., 361 Mass. 441, 443 (1972).

To come within subsection (a) of §3, EMC must show that Smith, for statutory and constitutional purposes, transacted business in Massachusetts, and that EMC’s injury arose out of such transaction. Rye v. Atlas Hotels, Inc., 30 Mass.App.Ct. 904, 905 (1991).

Here, defendant Smith’s purposeful action in actively seeking and accepting employment as a district sales manager in a satellite San Francisco office of EMC’s central sales division is sufficient to constitute “transacting business” within the meaning of G.L.c. 223A, §3(a). See Hahn v. Vermont Law School, 698 F.2d 48 (1st Cir. 1983) (law school’s purposeful actions in mailing to plaintiff in Massachusetts application information and an acceptance letter were sufficient, without more, to constitute transacting business under the broadly construed Massachusetts long-arm statute). Moreover, Smith travelled to Hopkinton, Massachusetts on several occasions to participate in sales and training meetings carried out by the Central Sales organization. The Central Payroll office, also in Hopkinton, issued payroll checks and commission payments to Smith which were accepted by him. In short, by seeking and accepting employment with EMC, placing orders on behalf of EMC, attending meetings at EMC’s headquarters in Massachusetts, and accepting payroll checks and commission payments, Smith purposefully maintained an ongoing business relationship with the Commonwealth and actively “participated in the Commonwealth’s economic life” within the meaning of §3(a).

B. CONSTITUTIONAL DUE PROCESS-MINIMUM CONTACTS

Having determined that the assertion of jurisdiction in this case is authorized by the Massachusetts long-arm statute, this court then must proceed to the question of whether the assertion of jurisdiction would comport with the requirements of due process. In this regard, the constitutional inquiry focuses on whether defendant Smith’s contacts with Massachusetts were [234]

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Bluebook (online)
4 Mass. L. Rptr. 232, Counsel Stack Legal Research, https://law.counselstack.com/opinion/emc-corp-v-smith-masssuperct-1995.