224 F. Supp. 3d 117
D. Mass.2016Background
- Plaintiffs Frances and Mark Mullaly (Massachusetts residents) sued Sunrise entities after Frances fell at a Norwood, MA Sunrise facility; Mark seeks loss of consortium.
- Defendants: Sunrise Management (VA-manager, registered in MA), Sunrise Norwood (Delaware LLC, registered in MA), and SSL, LLC (Delaware parent with principal place in McLean, VA). Only SSL, LLC moved to dismiss.
- SSL, LLC submitted an affidavit denying MA contacts, ownership, employees, offices, property, bank accounts, licensing, or control of the Norwood facility.
- Plaintiffs submitted website materials, employee LinkedIn profiles, a corporate code of conduct, and other documents suggesting SSL, LLC operates the common “Sunrise Senior Living” brand, posts corporate headquarters, processes online payments and job applications, and exerts corporate-wide policies.
- The record is ambiguous as to: (1) whether SSL, LLC directly did business or purposefully availed itself of MA via its website/operations; and (2) whether Sunrise Management’s contacts can be imputed to SSL, LLC through agency, alter-ego, or extraordinary control.
- Magistrate Judge Dein denied SSL, LLC’s 12(b)(2) motion without prejudice and granted limited jurisdictional discovery to resolve the factual ambiguities; dismissal for failure to state a claim was deferred.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether this court has specific personal jurisdiction over SSL, LLC | SSL, LLC’s website, corporate branding, job postings, employee links, code of conduct, and apparent oversight show purposeful availment and justify imputing Sunrise Management’s MA contacts | SSL, LLC is a passive holding parent with no MA offices, employees, property, bank accounts, licensing, or direct business in MA; therefore no sufficient contacts | Court found plaintiffs made a colorable showing; denied 12(b)(2) without prejudice and allowed limited jurisdictional discovery to resolve contacts/control issues |
| Whether Sunrise Management’s MA contacts can be imputed to SSL, LLC (agency/alter ego) | Plaintiffs argue SSL, LLC exerts greater-than-normal control and presents itself publicly as the operating entity, justifying attribution of subsidiary contacts | SSL, LLC contends ordinary parent-subsidiary separateness; mere ownership is insufficient to impute contacts | Court held the record is ambiguous and permits discovery into agency/control/alter-ego theories before ruling further |
| Whether SSL, LLC purposefully availed itself of Massachusetts through its website/interactions | Plaintiffs contend interactive website (job applications, bill-pay, corporate site claiming HQ) targets MA users and employees | SSL, LLC argues the website and corporate materials do not amount to deliberate targeting or MA business activity | Court ruled the question is factbound and ordered limited discovery to clarify whether web-based and corporate actions constitute purposeful availment |
| Motion to dismiss for failure to state a claim (Rule 12(b)(6)) | Plaintiffs maintain facts implicate SSL, LLC liability if control/agency is shown | SSL, LLC alternatively sought dismissal on merits | Court did not reach merits; 12(b)(6) dismissal denied without prejudice to renewal after jurisdictional discovery |
Key Cases Cited
- Sinochem Int’l Co. Ltd. v. Malaysia Int’l Shipping Corp., 549 U.S. 422 (federal court may decide jurisdictional issues before merits)
- United States v. Swiss Am. Bank, Ltd., 274 F.3d 610 (1st Cir.) (prima facie standard and entitlement to jurisdictional discovery)
- Astro-Med, Inc. v. Nihon Kohden Am., Inc., 591 F.3d 1 (1st Cir.) (plaintiff bears burden to prove jurisdiction)
- Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42 (1st Cir.) (constitutional analysis can subsume long-arm statutory inquiry)
- Copia Commc’ns, LLC v. AMResorts, L.P., 812 F.3d 1 (1st Cir.) (discussion of long-arm statute v. constitutional limits)
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (due process minimum contacts standard)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (forum contacts, purposeful availment, and reasonableness factors)
- Donatelli v. NHL, 893 F.2d 459 (1st Cir.) (parent must exercise greater-than-normal control to impute subsidiary contacts)