366 F. Supp. 3d 195
D.D.C.2019Background
- TargetSmart (DC-based) alleges GHP (Boston) induced it to disclose trade secrets under a Mutual NDA while working with Catalist (DC-based); TargetSmart claims Catalist benefited and misappropriated its information.
- GHP and Catalist had a written Engagement Letter (governed by Massachusetts law) where GHP was described as an independent contractor advising Catalist on acquiring TargetSmart.
- TargetSmart provided confidential financial and product information to GHP after signing an NDA; later learned third parties (tied to Catalist) inquired about its clients and that Catalist had received some materials.
- TargetSmart sued GHP and Catalist in D. Mass. alleging DTSA violation, Massachusetts trade-secret and unfair-competition claims, unjust enrichment, and related state-law counts.
- Catalist moved to dismiss for lack of personal jurisdiction (or transfer to D.C.); the court found no personal jurisdiction over Catalist in Massachusetts but concluded transfer to D.C. was appropriate for judicial economy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Massachusetts has personal jurisdiction over Catalist | Catalist’s contract with GHP and the GHP–TargetSmart contacts submit Catalist to MA jurisdiction | Catalist is Delaware-incorporated and DC-based; not "at home" in MA and had no direct forum contacts | No personal jurisdiction over Catalist in MA (due process not satisfied) |
| Whether GHP was Catalist’s agent for imputing GHP’s MA contacts to Catalist | GHP acted for Catalist in dealings with TargetSmart, so GHP’s MA contacts bind Catalist | Engagement Letter labels GHP an independent contractor and shows no principal control | Agency not established; cannot impute GHP’s contacts to Catalist |
| Whether Catalist itself transacted business in MA sufficient for long-arm statute and minimum contacts | The Engagement Letter (negotiated/signed partly in MA and governed by MA law) and related conduct constitute ‘‘transacting business’’ | Catalist’s operative conduct and alleged misuse occurred in D.C.; contacts with MA are incidental | Long-arm statute could reach Catalist on ‘‘transacting business,’’ but constitutional minimum contacts and relatedness/purposeful availment fail; jurisdiction unconstitutional |
| Whether transfer to District of Columbia (rather than dismissal) is appropriate | Transfer promotes judicial economy; D.C. has jurisdiction over all parties and merits | GHP argued inconvenience and asserted D.C. personal-jurisdiction objections but offered no developed argument | Transfer to D.C. granted under 28 U.S.C. §§ 1631, 1406(a), and 1404(a) for convenience and interest of justice |
Key Cases Cited
- Goodyear Dunlop Tires Operations S.A. v. Brown, 564 U.S. 915 (personal jurisdiction "at home" standard)
- International Shoe Co. v. Washington, 326 U.S. 310 (minimum contacts due process standard)
- Foster-Miller, Inc. v. Babcock & Wilcox Canada, 46 F.3d 138 (three-factor minimum-contacts test)
- Jet Wine & Spirits, Inc. v. Bacardi & Co., Ltd., 298 F.3d 1 (imputing agent contacts for jurisdiction)
- Daynard v. Ness, Motley, Loadholt, Richardson & Poole, PA, 290 F.3d 42 (attribution of contacts and joint-venture analysis)
- United States v. Swiss American Bank, Ltd., 274 F.3d 610 (jurisdictional discovery standard)
- Federal Home Loan Bank of Boston v. Moody’s Corp., 821 F.3d 102 (presumption favoring transfer under § 1631)
- Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp., 549 U.S. 422 (discretion to transfer before resolving jurisdiction)
- Atlantic Marine Constr. Co. v. U.S. Dist. Ct., 571 U.S. 49 (forum-selection/transfer principles)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (foreseeability in personal jurisdiction)
- Gulf Oil Co. v. Gilbert, 330 U.S. 501 (forum non conveniens and deference to plaintiff’s forum choice)