C.W. Downer v. Bioriginal Food & Science Corp., 1:13-cv-11788

Downer sues Bioriginal for breach of contract, implied covenant, unjust enrichment, and Mass. Gen. L. char. 93A over nonpayment of investment banking fees.
Bioriginal is a Canadian company with no MA office, employees, or registered agent; its principal activities were conducted outside MA.
The parties entered a Letter Agreement appointing Downer as exclusive financial adviser for a potential sale, with Downer to receive four milestone payments totaling at least $420,000.
Bioriginal allegedly paid the first three milestone payments but refused the final payment and the $420,000 fee.
The Letter Agreement required consent to Saskatchewan jurisdiction, while Downer sought MA jurisdiction based on in-state negotiations and performance; the court addresses MA specific jurisdiction.
Court dismisses for lack of personal jurisdiction; claims may proceed or be addressed elsewhere only if jurisdiction is proper.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the court has specific jurisdiction over Bioriginal	Downer asserts MA contacts (in-person meetings, negotiations, MA performance) support jurisdiction	Bioriginal maintains contacts were insufficient and primarily outside MA; no purposeful availing	No specific jurisdiction over Bioriginal
Whether Downer’s claims arise from Bioriginal’s MA activities	Claims relate to MA conduct through Downer’s MA work	Bioriginal’s MA activities were not the source of the breach	Not sufficiently related to MA activities
Whether Bioriginal purposefully availed itself of MA law	Contacts and negotiations implied purposeful availment	Contacts were passive/insufficient; no ongoing MA engagement	No purposeful availment
Whether the Gestalt factors render MA a reasonable forum	MA is convenient for Downer; substantial witnesses in MA	Massachusetts bears little interest; witnesses and effects largely Canada/Saskatchewan	Gestalt factors weigh against MA jurisdiction
Whether Saskatchewan forum or law governs disputes	Contract provision; Saskatchewan law applies and forum may be Saskatchewan	MA considerations still limit exercise of jurisdiction	Favorable to Saskatchewan; MA jurisdiction not warranted

Phillips Exeter Academy v. Howard Phillips Fund, 196 F.3d 284 (1st Cir. 1999) (relatedness in contract cases depends on contract formation/breach connections to forum)
Adelson v. Hananel, 652 F.3d 75 (1st Cir. 2011) (Massachusetts long-arm statute aligns with constitutional limits)
Adelson v. Hananel, 652 F.3d 75 (1st Cir. 2011) (reiterated standard for specific jurisdiction)
Kowalski v. Doherty, Wallace, Pillsbury & Murphy, Attorneys at Law, 787 F.2d 7 (1st Cir. 1986) (out-of-state attorney’s representation does not by itself establish jurisdiction)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (jurisdiction requires substantial connection and foreseeable consequences)
R. & B. Splicer Sys., Inc. v. Woodland Indus., Inc., 2013 WL 1222410 (D. Mass. 2013) (insufficient in-forum contacts where defendant did not visit MA)
Telford Aviation, Inc. v. Raycom Nat., Inc., 122 F. Supp. 2d 44 (D. Me. 2000) (out-of-state defendant’s contacts via mail/phone insufficient for jurisdiction when operations occurred elsewhere)
Swiss Am. Bank, Ltd. v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 274 F.3d 610 (1st Cir. 2001) (purposeful availment requires more than mere inclusion in a contract with a forum resident)
Sawtelle v. Farrell, 70 F.3d 1381 (1st Cir. 1995) (standard for evaluating jurisdictional facts with pleadings and affidavits)