Bergin v. Dartmouth Pharmaceutical Inc.
| Decision Date | 18 May 2004 |
| Docket Number | No. CIV.A. 02-12332-JGD.,CIV.A. 02-12332-JGD. |
| Citation | 326 F.Supp.2d 179 |
| Parties | Siobhan BERGIN, Plaintiff, v. DARTMOUTH PHARMACEUTICAL, INC., et al. Defendants. |
| Court | U.S. District Court — District of Massachusetts |
Gregg D. Adler Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C., Hartford, CT, for Siobhan Bergin, Plaintiff.
Wendy M. Bittner, Law Offices of Wendy M. Bittner, Boston, for Siobhan Bergin, Plaintiff.
Michael J. McGlone, Folan & McGlone, PC, Bedford, for Michael Greco, Dartmouth Pharmaceutical, Inc., Defendant.
Deborah L. McKenna, Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C., Hartford, CT, for Siobhan Bergin, Plaintiff.
The plaintiff, Siobhan Bergin ("Bergin"), has brought three claims based on breach of contract (Counts I-III) against the defendant, Dartmouth Pharmaceutical, Inc. ("Dartmouth"), and one tort claim for negligent infliction of emotional distress (Count IV) against Dartmouth and its president, Michael Greco ("Greco"). In turn, Greco counterclaimed alleging defamation and abuse of process.1 Trial is scheduled for May 24, 2004. In their recent pretrial submissions, the parties, for the first time, raised a choice of law issue. For the reasons that follow, this court finds that Massachusetts law governs the three contract claims. The court reserves ruling on the law applicable to Bergin's claim for negligent infliction of emotional distress until the facts are adequately developed.
It is well settled that "[a] federal Court sitting in diversity must apply the choice of law principles of the forum state," and thus, this court "must look to Massachusetts choice of law rules." Dunfey v. Roger Williams Univ., 824 F.Supp. 18, 20 (D.Mass.1993).2
For contract claims, Massachusetts employs a "`functional choice-of-law approach that responds to the interests of the parties, the States involved, and the interstate system as a whole'" as articulated by the Restatement (Second) of Conflict of Law (1971 & Supp.2004). Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 188 F.Supp.2d 115, 118 (D.Mass.2002) (quoting Bushkin Assoc., Inc. v. Raytheon Co., 393 Mass. 622, 631, 473 N.E.2d 662, 668 (1985)). Under that approach, the court "applies the substantive law of the state which has the more significant relationship to the transaction in litigation" and considers a myriad of factors. Dunfey v. Roger Williams Univ., 824 F.Supp. at 20 (internal citation and quotation omitted). The analytical framework involves "section 6(2) of the Restatement [which] sets out a general conflicts analysis for all legal disputes, section 188 [which] provides a generic contract analysis, and section 196 [which] creates an analytical framework for personal services contracts in particular." Daynard v. Ness, Motley, 188 F.Supp.2d at 118. Since Bergin's contract was for personal services, the analysis begins with § 196.
The Restatement (Second) of Conflict of Laws § 196 provides as follows:
The validity of a contract for the rendition of services and the rights created thereby are determined, in the absence of an effective choice of law by the parties, by the local law of the state where the contract requires that the services, or a major portion of the services, be rendered, unless, with respect to the particular issue, some other state has a more significant relationship under the principles stated in § 6 to the transaction and the parties, in which the event the local law of the other state will be applied.
Section 6, in turn, provides in relevant part that:
(f) certainty, predictability and uniformity of the result, and
(g) ease in determination and application of the law to be applied.
Finally, § 188 provides in relevant part that:
(2) ... the contacts to be taken into account in applying the principles of § 6 to determine the law applicable to an issue include:
(d) the location of the subject matter of the contract, and
(e) the domicil, residence, nationality, place of incorporation and place of business of the parties.
These contacts are to be evaluated according to their relative importance with respect to the particular issue.
After reviewing all of these factors, this court concludes that the Commonwealth of Massachusetts has the most significant relationship to the parties and the transactions at issue, and its laws should apply.
In the instant case, the place of performance, if any performance had in fact taken place, was to be primarily Connecticut for Bergin and Massachusetts for Dartmouth. However, Massachusetts has a stronger relationship to the transaction. Thus, even though Bergin was to be based in Connecticut, she was to come to the Commonwealth to receive the training needed to perform her job. Massachusetts was always to be where Dartmouth would perform its contractual obligations, including, inter alia, administering the contract and sending product samples to Bergin. The lack of the parties' connection with Connecticut is further evidenced by the fact that Bergin never performed under the contract in Connecticut, and the parties had contemplated a different state for Bergin's performance before ultimately deciding on Connecticut — she was originally to be based in New Jersey. For these reasons, "it seems reasonable to conclude that the parties expected, or at least would not be surprised to learn, that Massachusetts law governs their relationship." Daynard v. Ness, Motley, 188 F.Supp.2d at 122. Accord Nunez v. Hunter Fan Co., 920 F.Supp. 716, 720-21 (S.D.Tex.1996) ().
Other considerations also militate in favor of applying Massachusetts law. For example, Greco, the employee responsible for negotiating the contract, both works for Dartmouth in Massachusetts and lives here, and Dartmouth has its principal place of business here. Accordingly, Massachusetts has a strong public policy interest in ensuring companies based here honor their contractual obligations. See Petr Blahout Corp. v. D'Agostino, 256 A.D.2d 217, 218, 683 N.Y.S.2d 10 (1998) ().
Further, Bergin does not have any meaningful ties to Connecticut. Because her employment relationship with Dartmouth ended before her assignment began, she did not actually perform under the contract in Connecticut, or anywhere else. Moreover, she only moved to Connecticut shortly before the anticipated start date of her assignment, and has since left the state. A major part of her case is her contention that the only reason she moved to Connecticut was the job at issue. Thus, she is not an established Connecticut resident deserving of that state's protections. Connecticut has, at best, a minimal interest in this transaction.
Finally, the contract was presumably drafted in Massachusetts and, while negotiations took place in several different states, no negotiations took place in Connecticut. Rather, according to the parties, Greco (in Massachusetts) and Bergin (in various other states) exchanged numerous phone calls and e-mails regarding the employment arrangement. For all these reasons, the contract claims will be decided under Massachusetts law.
Under Massachusetts choice of law rules, "tort claims are governed by the law of the...
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