Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc.
2016 U.S. App. LEXIS 10203
| 1st Cir. | 2016Background
- Baskin-Robbins Franchising LLC (Delaware, principal place in Massachusetts) sued Alpenrose Dairy, Inc. (Oregon) in D. Mass seeking declarations that Alpenrose's attempted renewal letter did not extend a decades-old franchise agreement and that Alpenrose is not entitled to compensation on expiration.
- The franchise agreement was executed in 1965 (originally between parties when franchisor was headquartered in California) and was amended and repeatedly renewed over decades; Baskin-Robbins moved its headquarters to Massachusetts ~1998.
- Alpenrose sent renewal notices to Baskin-Robbins in Massachusetts in 2001 and 2007; in December 2013 Alpenrose sent a notice not to renew, then in July 2014 attempted to revoke that decision and asserted an option to renew.
- Baskin-Robbins filed suit in Massachusetts; Alpenrose moved to dismiss for lack of personal jurisdiction (or transfer venue). The district court dismissed for lack of personal jurisdiction.
- On appeal the First Circuit reviewed de novo and considered specific jurisdiction under Due Process, analyzing relatedness, purposeful availment, and reasonableness (Gestalt factors).
- The First Circuit found sufficient Massachusetts contacts (renewal notices, repeated royalty/remittance payments, in‑forum product testing and other services, employee visits and BAC meetings) and reversed dismissal, remanding for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Massachusetts courts have specific personal jurisdiction over Alpenrose | Alpenrose sent renewal and other communications into Massachusetts and knowingly caused Baskin‑Robbins to perform services there (product testing, customer service, remittances), creating a nexus and purposeful availment | The contract was formed and principally performed outside Massachusetts; Baskin‑Robbins’ relocation to MA and sporadic contacts are unilateral/fortuitous and insufficient for jurisdiction | Yes. Relatedness satisfied: claims arise from letters sent into MA. Purposeful availment satisfied by repeated payments, service performance in MA, and business interactions. Jurisdiction is reasonable |
| Whether prior long‑term franchise precedents (e.g., Burger King) control | Plaintiff relies on franchisor‑franchisee precedent to show foreseeability and long‑term contacts with franchisor’s HQ | Defendant emphasizes differences: original contract and negotiations occurred when franchisor was in CA and amendments occurred with no MA ties | Burger King informative but not controlling; jurisdiction upheld on facts here due to in‑forum course of dealing and services performed in MA |
| Whether ministerial acts (mailing of renewal notices) alone suffice for jurisdiction | Notices to MA are part of a larger pattern of deliberate interactions supporting jurisdiction | Notices alone are insufficient because Baskin‑Robbins’ move was unilateral | Notices alone insufficient, but combined with repetitive payments and in‑forum services they support purposeful availment |
| Whether exercising jurisdiction would be reasonable under Gestalt factors | Forum is convenient for plaintiff; MA has strong interest in protecting its resident franchisor; travel burden to defendant is not a special hardship | Alpenrose argued burden and that Washington law/interest weighs against MA jurisdiction | Gestalt factors in rough equipoise; overall exercise of jurisdiction is reasonable and does not offend due process |
Key Cases Cited
- Int'l Shoe Co. v. Washington, 326 U.S. 310 (Due Process minimum contacts standard)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (franchise relationship and foreseeability in specific jurisdiction analysis)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (foreseeability principle)
- Sawtelle v. Farrell, 70 F.3d 1381 (1st Cir. 1995) (relatedness/pleadings standard for prima facie jurisdictional review)
- C.W. Downer & Co. v. Bioriginal Food & Sci. Corp., 771 F.3d 59 (1st Cir. 2014) (tripartite specific jurisdiction test and Gestalt factors)
- Phillips Exeter Acad. v. Howard Phillips Fund, 196 F.3d 284 (1st Cir. 1999) (contract alone insufficient for jurisdiction)
- Ticketmaster-N.Y., Inc. v. Alioto, 26 F.3d 201 (1st Cir. 1994) (Gestalt factors framework)