530 F.3d 22 (1st Cir. 2008), 07-2469, Phillips v. Prairie Eye Center

Docket Nº:07-2469.
Citation:530 F.3d 22
Party Name:Christopher PHILLIPS, Plaintiff, Appellant, v. PRAIRIE EYE CENTER, Defendant, Appellee.
Case Date:June 12, 2008
Court:United States Courts of Appeals, Court of Appeals for the First Circuit
 
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530 F.3d 22 (1st Cir. 2008)

Christopher PHILLIPS, Plaintiff, Appellant,

v.

PRAIRIE EYE CENTER, Defendant, Appellee.

No. 07-2469.

United States Court of Appeals, First Circuit.

June 12, 2008

Heard April 9, 2008.

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[Copyrighted Material Omitted]

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Pamela A. Smith with whom Law Office of Pamela A. Smith was on brief for appellant.

Marissa I. Delinks with whom CharCretia V. Di Bartolo , William P. Hardy , and Hinshaw & Culbertson LLP were on brief for appellee.

Before LYNCH , Circuit Judge, MERRITT,[*] Senior Circuit Judge, and HOWARD , Circuit Judge.

LYNCH , Circuit Judge.

This dispute arises from an employment negotiation gone awry. Christopher Phillips, an ophthalmologist who lived at the time in Massachusetts, interviewed in Illinois for a job with Prairie Eye Center, a full service ophthalmology practice. After both parties signed an employment contract for Phillips to go work for Prairie Eye in Illinois, the relationship between the two deteriorated. Phillips never went to work for Prairie Eye.

He filed suit against Prairie Eye in Massachusetts state court asserting personal jurisdiction over the defendant pursuant to the Massachusetts long-arm statute, Mass. Gen. Laws ch. 223A, § 3 . After Prairie Eye removed the case to federal court, the district court found that Prairie Eye lacked the requisite minimum contacts with Massachusetts and dismissed the case. We agree and affirm the dismissal.

I.

We accept the allegations in the complaint as true and construe the facts in the light most favorable to the plaintiff, as we are reviewing a dismissal for lack of personal jurisdiction. Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 51 (1st Cir.2002) . The facts relevant to determining personal jurisdiction are not in dispute.

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Phillips resided in Massachusetts until 2007. In June 2006, Phillips, who was seeking a new job, posted his résumé on the job placement section of the American Academy of Ophthalmology website. Soon thereafter, he received an e-mail invitation for an interview from Sandra Yeh, the owner and president of Prairie Eye Center, located in Springfield, Illinois.

On August 11, 2006, Phillips flew to Springfield to interview with Yeh and other doctors at Prairie Eye. Afterwards, Prairie Eye sent an unsigned employment contract via first class mail to Phillips in Massachusetts. The contract specifically detailed the terms of employment, including duration, compensation, and duties. The parties dispute how much negotiation of the contract occurred while Phillips was in Illinois, but plaintiff does not contest that the unsigned contract he received contained enough material terms that it could be accepted.

On August 20, Yeh sent Phillips an e-mail, which Phillips received in Massachusetts, asking whether Phillips had received the employment contract and asking him if there was anything she could do to help his decisionmaking process. This is the first of Yeh's three e-mail contacts with Massachusetts that Phillips put in the record.1 A few hours later, Phillips sent Yeh an e-mail, which Yeh received in Illinois, noting that “[n]early everything [in the contract] looks great, but I [have] just a couple of minor requests to ask of you." Yeh, via an e-mail later that day (and the second of the proffered e-mail contacts), agreed in principle to Phillips's proposed changes and asked him to modify the contract with his changes and mail the contract back to Yeh. Phillips then typed his changes into an addendum, signed the contract and addendum, and the following day, mailed the signed contract and addendum to Yeh in Illinois.

A couple of weeks later, on September 10, Yeh e-mailed Phillips again, in the third and last of the proffered e-mail contacts. Yeh noted that she had made a change to the addendum (specifically with regards to the timing of the partnership offer), and needed Phillips to initial the change and send it back to her. Two days later, Phillips e-mailed Yeh saying, “I will initial the contract and get the original right out to you." He then e-mailed a scanned copy of the initialed contract back to Yeh.

A copy of the contract, executed by both parties, is in the record. The contract, however, was never performed. Soon after the Phillips e-mailed the contract back to Yeh, the relationship between the two fell apart, and Phillips never went to work for Yeh at Prairie Eye Center. How and why the relationship soured is not relevant to the jurisdictional question presented to us.

About a month later, on October 20, 2006, Phillips filed suit against Prairie Eye Center in state court in Massachusetts asserting breach of fiduciary duty and breach of the implied covenant of good faith and fair dealing and seeking a declaratory judgment that the contract was null and void. The defendant removed the action to federal court and filed a motion to dismiss for lack of personal jurisdiction. After allowing extensive briefing and holding

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a motion hearing, the district court dismissed the case for lack of personal jurisdiction by a docket notation.

While this case was on appeal, the defendant, Prairie Eye Center, filed a breach of contract action against Phillips in U.S. District Court for the Central District of Illinois seeking damages and declaratory relief. Phillips, who has since moved to the state of Washington, moved for a stay of that proceeding because of the pending appeal in this case. The federal district court in Illinois denied the stay, and Phillips has asserted the claims he makes here as counterclaims in that case.

II.

A. Standard of Review and...

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