812 F.3d 1 (1st Cir. 2016), 15-1330, Copia Communications, LLC v. AMResorts, L.P.

Docket Nº:15-1330
Citation:812 F.3d 1
Opinion Judge:KAYATTA, Circuit Judge.
Party Name:COPIA COMMUNICATIONS, LLC, Plaintiff, Appellant, v. AMRESORTS, L.P.; SEAWIND KEY INVESTMENTS, LIMITED, Defendants, Appellees
Attorney:Philip M. Giordano, with whom Siobhan M. Tolan, Giordano & Company, P.C., and Reed & Giordano, P.A., were on brief, for appellant. Jack W. Pirozzolo, with whom Michelle Hartmann and Sidley Austin LLP, were on brief, for appellee AMResorts, L.P. Brett D. Carroll, with whom Ari Zivyon and Holland &...
Judge Panel:Before Lynch, Selya, and Kayatta, Circuit Judges.
Case Date:January 13, 2016
Court:United States Courts of Appeals, Court of Appeals for the First Circuit
SUMMARY

Copia Communications, LLC, a Massachusetts company, brought this action in federal district court in Massachusetts against Seawind Key Investments, Limited, a Jamaican resort operator, and Seawind’s alleged alter-ego, AMResorts, LP, a Pennsylvania limited partnership, alleging breach of contract. The subject contract was proposed and executed in Jamaica, performance on the contract occurred... (see full summary)

 
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812 F.3d 1 (1st Cir. 2016)

COPIA COMMUNICATIONS, LLC, Plaintiff, Appellant,

v.

AMRESORTS, L.P.; SEAWIND KEY INVESTMENTS, LIMITED, Defendants, Appellees

No. 15-1330

United States Court of Appeals, First Circuit

January 13, 2016

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS. Hon. Leo T. Sorokin, U.S. District Judge.

Philip M. Giordano, with whom Siobhan M. Tolan, Giordano & Company, P.C., and Reed & Giordano, P.A., were on brief, for appellant.

Jack W. Pirozzolo, with whom Michelle Hartmann and Sidley Austin LLP, were on brief, for appellee AMResorts, L.P.

Brett D. Carroll, with whom Ari Zivyon and Holland & Knight LLP, were on brief, for appellee Seawind Key Investments, Limited.

Before Lynch, Selya, and Kayatta, Circuit Judges.

OPINION

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KAYATTA, Circuit Judge.

In this action, Massachusetts company Copia Communications, LLC (" Copia" ), sues Jamaican resort operator Seawind Key Investments, Limited (" Seawind" ), and Seawind's alleged alter-ego, the Pennsylvania limited partnership AMResorts, L.P. (" AMResorts" ), for the alleged breach of a contract between Copia and Seawind. The contract at issue was proposed and executed in Jamaica, performance on the contract occurred (as was intended) almost exclusively in Jamaica, and the contract is governed by the laws of Jamaica. The district court dismissed Copia's complaint for lack of personal jurisdiction over the defendants, neither of which operates any business or has any corporate presence in Massachusetts. We easily affirm.

I. Background

We derive our recitation of the case's facts from Copia's properly documented evidentiary proffers and from those portions of the defendants' proffers that are undisputed. See Adelson v. Hananel, 510 F.3d 43, 48 (1st Cir. 2007).

Copia is a Massachusetts limited liability company that provides internet services to hotels in Jamaica, where Copia has offices. In October 2006, a Copia employee sent Seawind an offer to provide internet services at two Jamaican resorts that Seawind was then planning. Through 2009, Copia's Chief Executive Officer, Darryl Wehmeyer (" Wehmeyer" ), negotiated with Seawind, a process that involved several meetings in Jamaica and during which no Seawind employees traveled to Massachusetts. During negotiations, Wehmeyer communicated by email with several Seawind employees

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and alleged AMResorts employees,1 and he may have sent or received some of these emails while in Massachusetts. Neither Seawind nor AMResorts does business; pays taxes; has an office, bank account, or employee; or holds property in Massachusetts.

On June 29, 2009, the negotiations culminated in a contract, which Wehmeyer signed in Jamaica on behalf of Copia. The contract identifies Copia as a Massachusetts corporation and lists Copia's Massachusetts address. It provides that any notice or service of legal process arising out of the contract must be made at the " registered office" of the recipient. Under the contract, Copia agreed to install internet services at two Seawind resorts and to provide ongoing on-site support and maintenance. Seawind agreed to make payment in U.S. dollars and to comply with all relevant U.S. export regulations for any equipment it was to receive under the contract. The contract provides that it is governed by Jamaican law.

During the performance of the contract, Copia shipped equipment to Jamaica from Massachusetts, Seawind addressed payment to Copia's Massachusetts address, and Wehmeyer sometimes received contract-related phone and email communications in Massachusetts. Installation and maintenance of the internet services occurred entirely in Jamaica, with Jamaica-based Copia employees working on-site at Seawind's resorts on a daily basis. No Seawind employee traveled to Massachusetts during the contract term.

On April 28, 2014, Wehmeyer received a letter via email attachment from the general manager of the two resorts receiving Copia's services under the contract. Addressed to Copia's Massachusetts office, the letter stated that Seawind was not renewing the contract. Copia contested the timeliness of the notice of nonrenewal and brought this action against Seawind and AMResorts in federal district court in...

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