Pale Horse Designs, Inc. v. Stanfab Apparels

23 Mass. L. Rptr. 163
CourtMassachusetts Superior Court
DecidedAugust 21, 2007
DocketNo. 065391
StatusPublished
Cited by1 cases

This text of 23 Mass. L. Rptr. 163 (Pale Horse Designs, Inc. v. Stanfab Apparels) 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
Pale Horse Designs, Inc. v. Stanfab Apparels, 23 Mass. L. Rptr. 163 (Mass. Ct. App. 2007).

Opinion

Fabricant, Judith, J.

[164]*164INTRODUCTION

This action arises from a set of commercial transactions involving an effort by the plaintiff Pale Horse Designs, Inc., to purchase clothing manufactured by the defendant Stanfab Apparels in India. Defendant Natarajan Rathnam advanced money for payment for the goods, taking in return a note from Pale Horse, guaranteed by the individual plaintiff, Karen Chansky, the principal of Pale Horse. Pale Horse did not pay the loan, and Rathnam threatened collection. The plaintiffs brought this action, naming Rathnam along with Stanfab and an associated entity, Twelve Inch LP, Inc. Presently before the Court is Rathnam’s motion to dismiss for lack of personal jurisdiction. For the reasons that will be explained, the motion will be allowed.

BACKGROUND

Before the Court in connection with this motion are the plaintiffs’ First Amended Complaint (hereinafter “the complaint”),1 an affidavit of defendant Rathnam, with attached exhibits, and an affidavit of plaintiff Chansky, with attached exhibits. These materials provide the following information. Karen Chansky, a resident of Hamilton, Massachusetts, is the president and founder of Pale Horse Designs, Inc., a Massachusetts corporation with its principal place of business in Danvers. Pale Horse is in the business of designing, procuring manufacture of, and selling at wholesale a line of equestrian apparel, primarily shirts and belts. Defendant Stanfab Apparel, according to the first amended complaint, is “a government recognized factory organized under the laws of India,” with its principal place of business in Chennai, India.

Beginning in 2000, Pale Horse placed orders with Stanfab for merchandise to be manufactured by Stanfab in India, and shipped to Pale Horse in Massachusetts, with payment to be made by Pale Horse within 45 days of receipt. During 2004, problems arose between Pale Horse and Stanfab regarding delays in shipments and the fabric used in manufacture of the goods. As a result of those problems, according to the complaint, customers of Pale Horse cancelled orders, resulting in Pale Horse being unable to pay a balance owed to Stanfab. As of the spring of2005 that balance, along with an additional amount Stanfab claimed to be due, which Pale Horse disputed, came to some $50,000. Stanfab refused to produce further merchandise without payment of that amount.2

Chansky’s affidavit asserts that, on June 27, 2005, a meeting occurred in Danvers between Chansky and Erode Ramasamy Eswaran, identified in the complaint and in Chansky’s affidavit as “an agent of Stanfab.”3 At that meeting, according to Chansky’s affidavit, Eswaran proposed to arrange for Pale Horse to borrow $50,000 from Rathnam, to be paid in 12 monthly installments of $5,000, for a total of $60,000, including $10,000 in interest. Chansky asserts in her affidavit that she “understood Eswaran to be acting on Rathnam’s behalf or as his agent in proposing these terms."

On June 28, 2005, while Chansky and Eswaran again met at Pale Horse’s office in Danvers, she received an e-mail from Rathnam’s New York attorney, with an attached form of note, and instructions to execute the note and mail it, along with twelve postdated checks, to the attorney in New York. The note form provided for Chansky to give her personal guarantee, and also provided for Rathnam to receive a security interest in Pale Horse’s “name brand,” receivables, and all inventory at its storage facility in Dan-vers. The form recited Pale Horse’s Danvers address and Chansky’s address in South Hamilton.

Chansky, according to her affidavit, protested the guarantee provision to Eswaran, but he responded that “the note could not be changed, and that Stanfab would not produce the outstanding shipment of shirts unless I signed the promissory note as a personal guarantor.” Chansky again avers that she “understood Eswaran to be acting on Rathnam’s behalf or as his agent in telling me that these terms could not be changed.” She executed the note and mailed it as instructed, along with the post-dated checks, drawn on her Danvers bank. The first check was dated August 15, 2005.

Rathnam, according to his affidavit, is a United States citizen who lived in New York for fifteen years until he moved to India in July 2006. He has never lived in Massachusetts or owned property here, and has visited or passed through only rarely, never in connection with the transaction involved here. He describes himself as a “software engineer and a small investor.” In the latter capacity, according to his affidavit, he “occasionally lend[s] money to small businesses and start-up companies.”

In June of 2005, according to Rathnam’s affidavit, Eswaran contacted Rathnam in New York and said that one of Eswaran’s customers needed a loan to pay for goods it had ordered from Stanfab in India. Rathnam agreed to pay for the goods in exchange for a note to be executed by Pale Horse and guaranteed by Chansky. His lawyer prepared the note, and on July 11, 2005, Rathnam wired $50,000 from his personal account at Citibank in New York to Stanfab’s bank in India, to be credited to Pale Horse’s account with Stanfab.4

Stanfab, according to the plaintiffs’ complaint, failed to ship the goods to Pale Horse as promised. Unable to fill its orders, and therefore unable to cover its post-dated checks to Rathnam, Pale Horse stopped payment on the first check, which then bounced when Rathnam attempted to deposit it. On August 22, 2005, Rathnam sent an e-mail to Eswaran, with a copy to Chansky, asking Eswaran to “please ask your client to send a new check for the 5010.00 immediately.”5 A staff person at Pale Horse responded to Rathnam by e-mail the same day, saying that Pale Horse had sent [165]*165twelve new checks with a starting date of September 5, 2005, plus a $100 late fee, to the address of Rathnam’s lawyer in New York.

Pale Horse’s financial difficulties, which it attributes to conduct of Stanfab, continued. On September 15, 2005, Rathnam sent an e-mail to Chansky, with a copy to Eswaran, saying that he planned to deposit the check dated September 5, 2005, on September 19th, and asking to be informed whether “there is any issue with that.” The following day, September 16, 2005, Eswaran sent an e-mail to Chansky saying that he was “not happy with the happenings about the repayment of loan to Mr. Natarahan Rathnam of New York. He will be helpful to any extend in our future business including our ‘fell on fashion business. Correct yourself immediately.” Chansky responded to Es-waran the same day, saying that “there is no cash flow. I am sending him a little money every week and I have offered to pay additional financing costs.”

On October 19, 2005, Rathnam sent an e-mail to Chansky, with a copy to Eswaran, saying that to date he had received only $200, that phone calls had not been returned, and that “(a]t this point the note is in serious breach.” He demanded that Chansky call him within one week to arrange a payment schedule; announcing that “[flailing to do that, will result in exercising note default action.” His e-mail said that a copy of it was being mailed to Pale Horse at its Danvers address. Rathnam’s affidavit says that he placed one call to Chansky’s cell phone, which Chansky answered, saying she was in a meeting and would call back, and that she never did.

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Bluebook (online)
23 Mass. L. Rptr. 163, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pale-horse-designs-inc-v-stanfab-apparels-masssuperct-2007.