SATURN MANAGEMENT LLC v. Gem-Atreus Advisors, LLC, 754 F. Supp. 2d 272

Saturn entered an Engagement Letter with GEM-Atreus (March 4, 2008) appointing Ganguly as non-exclusive financial advisor to identify investors for SPLP II.
Ganguly used Saturn’s AmEx card for personal expenses, reimbursed promises later unfulfilled; travel and unrelated charges totaled over $730,000 and $370,802 respectively.
Ganguly purportedly arranged investor interactions; promises to invest were made in 2008 culminating in Subscription Agreements with Ganguly Trust/Ventures for $3,000,000, drafted in Massachusetts.
Saturn relied on these promises to fund SPLP II and, after learning promised investments never materialized, pursued claims against GEM-Atreus, Ganguly, Ganguly Trust, and Ganguly Ventures in Massachusetts federal court.
The Subscription Agreements included a Delaware choice-of-law and exclusive Delaware forum clause; the court later addressed whether Massachusetts remains a proper forum or if transfer/arbitration considerations apply.
Despite the agreement to arbitrate certain matters, the court denied dismissing for lack of personal jurisdiction and proceeded to evaluate the forum-selection clause and related issues in Massachusetts.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the court has personal jurisdiction over Ganguly Trust and Ventures	Saturn asserts Massachusetts long-arm jurisdiction based on in-state contacts and contract formation.	Ganguly Trust/Ventures contend no Massachusetts contacts justify jurisdiction.	Yes; specific personal jurisdiction over Ganguly Trust/Ventures established.
Whether Massachusetts long-arm statute reaches Ganguly Trust/Ventures	Contacts related to formation of Subscription Agreements in Massachusetts satisfy the statute.	Contacts are insufficient as to constitute transacting business in Massachusetts.	Long-arm statute satisfied by mass of contacts tied to contract formation.
Whether due process requires dismissal for lack of jurisdiction	Minimum contacts and purposeful availment via promises to invest in SPLP II.	No sufficient nexus or purposeful availment.	Due process satisfied; jurisdiction proper under relatedness and availment analyses.
Whether forum-selection clause mandates Delaware forum and its enforceability	Clause should not force Delaware forum for all proceedings; Massachusetts permissible.	Exclusive Delaware jurisdiction for proceedings related to the Agreement.	Clause mandatory and enforceable; Massachusetts not coerced, but transfer under 1404(a) not warranted.

Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42 (1st Cir. 2002) (personal jurisdiction burden; prima facie standard for PJ shown)
Harlow v. Children's Hosp., 432 F.3d 50 (1st Cir. 2005) (specific vs general jurisdiction analysis)
Mass. Sch. of Law v. American Bar Ass'n, 142 F.3d 26 (1st Cir. 1998) (relatedness and forum contacts for PJ)
Hahn v. Vermont Law Sch., 698 F.2d 48 (1st Cir. 1983) (long-arm statute arising from contract/fraud connections)
Phillips v. Prairie Eye Ctr., 530 F.3d 22 (1st Cir. 2008) (three-part test for specific jurisdiction: relatedness, purposeful availment, reasonableness)
Digital Equip. Corp. v. AltaVista Tech., Inc., 960 F.Supp. 456 (D. Mass. 1997) (tort actions lower threshold for purposeful availment)
M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (forum-selection clauses presumptively enforceable; unless unreasonable)
Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22 (1988) (balance of interests in 1404(a) analysis; forum clause as factor)
BCCTC Assocs., Inc. v. Summerdale/AAHFI, L.P., 656 F.Supp.2d 208 (D. Mass. 2009) (distinguishable where choice-of-law/forum clauses immunize Massachusetts)
Lambert v. Kysar, 983 F.2d 1110 (1st Cir. 1993) (Erie/choice-of-law considerations for forum selection)