Leasecomm Corp. v. Crockett

1998 Mass. App. Div. 6, 1998 Mass. App. Div. LEXIS 3
CourtMassachusetts District Court, Appellate Division
DecidedJanuary 13, 1998
StatusPublished
Cited by4 cases

This text of 1998 Mass. App. Div. 6 (Leasecomm Corp. v. Crockett) is published on Counsel Stack Legal Research, covering Massachusetts District Court, Appellate Division primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Leasecomm Corp. v. Crockett, 1998 Mass. App. Div. 6, 1998 Mass. App. Div. LEXIS 3 (Mass. Ct. App. 1998).

Opinion

Sherman, J.

This is an action for breach of contract against both the lessee and the guarantor of a business equipment finance lease. The trial court dismissed the plaintiffs claim against the guarantor, defendant Cynthia K Crockett (“Crockett”), for lack of personal jurisdiction, and entered a Mass. R Civ. R, Rule 58 separate judgment in her favor. The plaintiff has appealed pursuant to Dist./Mun. Cts. R.A.DA, Rule 8A

Plaintiff Leasecomm Corp. (“Leasecomm”), a Massachusetts corporation with headquarters in Waltham, is a nationwide “finance lessor” of business equipment. See Mayflower Seafoods, Inc. v. Integrity Credit Corp., 25 Mass. App. Ct. 453 (1988). Defendant Hoof Prints, Inc. (“Hoof Prints”) operates a retail western wear store in Hendersonville, North Carolina. Crockett, a vice-president and fifty percent shareholder of Hoof Prints, is a North Carolina resident. The circumstances of this case do not depart from the typical finance lease scenario.

Leasecomm maintains no showroom, sales force or other direct marketing system, but operates exclusively through independent business equipment vendor/dealers who participate in Leasecomm’s leasing programs. One such dealer in North Carolina offered a cash register/credit card authorization terminal (the “equipment”) which Hoof Prints wished to obtain for its business. Because Hoof Prints was unwilling or unable to make a single cash purchase payment, the dealer offered Hoof Prints the option of a long term lease of the equipment through Leasecomm. A lease application was furnished by the dealer, completed by Crockett and forwarded to Leasecomm in Massachusetts. The dealer delivered and installed the equipment at Hoof Print’s store and sold it to Leasecomm, which then leased the equipment back to Hoof Prints for a small monthly payment. Leasecomm disclaimed any agency relationship with the dealer who remained responsible for servicing the equipment.

The parties executed a Leasecomm standard form equipment lease agreement for a four-year term. The lease identified Hoof Prints as the lessee and was signed on its behalf by Crockett as vicepresident. The lease contains a choice of law and forum selection clause which provides, in pertinent part:

The Parties hereby agree that this Agreement is made in, governed by, to be performed in, and shall be construed in accordance with the Laws of the Commonwealth of Massachusetts. They further consent and sub[7]*7mit to the jurisdiction of the Courts of the Commonwealth of Massachusetts and expressly agree to such forum for the bringing of any suit, action or other proceeding arising out of their obligations hereunder...

Crockett also signed a personal guaranty which was printed immediately below the corporate signature line on the front page of the two page lease.2 Hoof Prints defaulted after making only four lease payments, and this action ensued.

Defendant Crockett moved to dismiss the claim against her as guarantor on the grounds, inter alia, of lack of personal jurisdiction and forum non conveniens. In a lengthy opinion allowing Crockett’s motion, the trial court ruled that Crockett was not individually bound as guarantor by the forum selection clause, which appears in a separate section of the lease and expressly pertains only to the lessor and lessee as "parties”; and that Leasecomm failed to demonstrate sufficient facts, independent of the forum selection clause, to permit the court’s assertion of personal jurisdiction over the nonresident guarantor.

1. The burden of proof rested upon Leasecomm, Droukas v. Divers Training Academy, Inc., 375 Mass. 149, 151 (1978), to establish that Crockett individually engaged in activities cognizable under G.L.c. 223A, §3 as a predicate for the exercise of long-arm jurisdiction over a non-resident defendant, and that her contacts with Massachusetts were sufficiently substantial that due process would not be offended by compelling her to answer suit here. Tatro v. Manor Care, Inc., 416 Mass. 763, 767 (1994). The record amply supports the trial court’s conclusion that Leasecomm failed to sustain its burden.

Leasecomm argued only that the parties’ agreement was a Massachusetts contract because Leasecomm approved and signed the lease and guaranty in Massachusetts; that Crockett thus guaranteed a Massachusetts contract which provided for lease financing by a Massachusetts lender; and that such activities by Crockett constituted “transacting business” under G.L.c. 223A, §3(a). Leasecomm’s argument ignores the obvious and constitutionally dispositive consideration that Crockett’s activities were confined to this one contract and thus to participation in an “isolated transaction without commercial consequences in Massachusetts.” Good Hope Indus., Inc. v. Ryder Scott Co., 378 Mass. 1,9 (1979).

While Leasecomm signed the agreement in Massachusetts, neither Crockett, nor any other Hoof Print agent, came to Massachusetts to negotiate or execute the lease and guaranty. The parties’ transaction was instead negotiated in North Carolina through a local equipment dealer, the lease and guaranty were signed by Crockett in North Carolina, and the equipment was delivered to and installed in Hoof Print’s North Carolina store by the dealer. Crockett’s direct communication with Leasecomm was limited to the receipt of one telephone call from Massachusetts to confirm equipment delivery and one follow-up letter to underscore the dealer’s, rather than Leasecomm’s, responsibility for servicing the equipment in North Carolina. It is established that personal jurisdiction cannot be constitution[8]*8ally asserted over a non-resident purchaser whose contacts with the forum state are limited to a single purchase of equipment, goods or services from a Massachusetts provider. “Automatic" Sprinkler Corp. of America v. Seneca Foods Corp., 361 Mass. 441, 444-446 (1972); Telco Comm. v. New Jersey St. Firemen’s Mut. Benev. Assoc., 41 Mass. App. Ct. 225, 231-232 (1996). See also, Larchmont Eng. & Irrigation, Inc. v. Jade Realty, 1996 Mass. App. Div. 187, 190. Crockett, who merely guaranteed the lease of a single piece of equipment, had even less contact with Massachusetts than the purchasers in the above cited cases.3

2. In the absence of contacts constitutionally sufficient to subject Crockett to long-arm jurisdiction, Leasecomm could maintain an action against her in this Commonwealth only if Crockett contractually consented to Massachusetts jurisdiction through a forum selection clause. Massachusetts recognizes that such clauses are valid as the sole basis for jurisdiction over a non-resident and should be enforced unless it is demonstrably unfair or unreasonable to do so. Jacobson v. Mailboxes Etc. U.S.A., Inc., 419 Mass. 572, 574-575 (1995); New Eng. Tec. Sales v. SEEQ Tech., Inc., 1996 Mass. App. Div. 191, 199-193. Crockett has advanced no evidence that the forum selection clause in question is unenforceable because of fraud, undue influence or overreaching, see Ernest & Norman Hart Bros., Inc. v. Town Contr., Inc., 18 Mass. App. Ct. 60, 65-66 (1984); Graphics Leasing Corp. v. The Y Weekly, 1991 Mass. App. Div. 110, 113-114, and has not, in fact, contested its validity.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Leasecomm Corp. v. Akpaffiong
2007 Mass. App. Div. 165 (Mass. Dist. Ct., App. Div., 2007)
Raid, Inc. v. Andrew, No. Cv 00 0178828 S (Feb. 8, 2002)
2002 Conn. Super. Ct. 1556 (Connecticut Superior Court, 2002)
Kittredge Equipment Co. v. Ted's Victorian Pub & Restaurant, LLC
2001 Mass. App. Div. 192 (Mass. Dist. Ct., App. Div., 2001)
Kirby v. Miami Systems Corp.
1999 Mass. App. Div. 197 (Mass. Dist. Ct., App. Div., 1999)

Cite This Page — Counsel Stack

Bluebook (online)
1998 Mass. App. Div. 6, 1998 Mass. App. Div. LEXIS 3, Counsel Stack Legal Research, https://law.counselstack.com/opinion/leasecomm-corp-v-crockett-massdistctapp-1998.