Exxon Mobil Corp. v. Attorney Gen.

Citation94 N.E.3d 786,479 Mass. 312
Decision Date13 April 2018
Docket NumberSJC–12376
Parties EXXON MOBIL CORPORATION v. ATTORNEY GENERAL.
CourtUnited States State Supreme Judicial Court of Massachusetts Supreme Court

479 Mass. 312
94 N.E.3d 786

EXXON MOBIL CORPORATION
v.
ATTORNEY GENERAL.

SJC–12376

Supreme Judicial Court of Massachusetts, Suffolk..

Argued December 5, 2017.
Decided April 13, 2018.


Justin Anderson, of the District of Columbia (Jamie D. Brooks & Theodore V. Wells, Jr., of New York, Thomas C. Frongillo, & Caroline K. Simons, Boston, also present) for the plaintiff.

Richard A. Johnston, Assistant Attorney General (Melissa A. Hoffer, I. Andrew Goldberg, Christopher G. Courchesne, Peter C. Mulcahy, & Seth Schofield, Assistant Attorneys General, also present) for the defendant.

Wendy B. Jacobs & Shaun A. Goho, for Francis X. Bellotti & others, amici curiae, submitted a brief.

Archis A. Parasharami, of the District of Columbia, & Steven P. Lehotsky, for Chamber of Commerce of the United States of America, amicus curiae, submitted a brief.

Present: Gants, C.J., Gaziano, Lowy, Budd, Cypher, & Kafker, JJ.

CYPHER, J.

94 N.E.3d 790
479 Mass. 313

In 2015, news reporters released internal documents from Exxon Mobil Corporation (Exxon) purporting to show that the company knew, long before the general public, that emissions from fossil fuels—Exxon's principal product—contributed to global warming and climate change, and that in order to avoid the consequences of climate change it would be necessary to reduce drastically global fossil fuel consumption. The documents also purported to establish that despite Exxon's knowledge of climate risks, the company failed to disclose that knowledge to the public, and instead sought to undermine the evidence of climate change altogether, in order to preserve its value as a company.

Upon reviewing this information, the Attorney General believed that Exxon's marketing or sale of fossil fuel products in Massachusetts may have violated the State's primary consumer protection law, G. L. c. 93A. Based on her authority under G. L. c. 93A, § 6, the Attorney General issued a civil investigative demand (C.I.D.) to Exxon, seeking documents and information relating to Exxon's knowledge of and activities related to climate change.

Exxon responded by filing a motion in the Superior Court, pursuant to G. L. c. 93A, § 6 (7), seeking to set aside or modify

479 Mass. 314

the C.I.D. Exxon argued that (1) Exxon is not subject to personal jurisdiction in Massachusetts; (2) the Attorney General is biased against Exxon and should be disqualified; (3) the C.I.D. violates Exxon's statutory and constitutional rights; and (4) Exxon's Superior Court case should be stayed pending a ruling on Exxon's request for relief in Federal court.1 The Attorney General cross-moved to compel Exxon to comply with the C.I.D. A Superior Court judge denied Exxon's motion and allowed the Attorney General's cross motion to compel. Exxon appealed, and we transferred the case from the Appeals Court on our own motion. We conclude that there is personal jurisdiction over Exxon with respect to the Attorney General's investigation, and that the judge did not abuse her discretion in denying Exxon's requests to set aside the C.I.D., disqualify the Attorney General, and issue a stay. We affirm the judge's order in its entirety.2

1. Personal jurisdiction. Exxon's primary argument is that, as a nonresident corporation, it is not subject to personal jurisdiction in Massachusetts. For a nonresident to be subject to the authority of a Massachusetts court, the exercise of jurisdiction must satisfy both Massachusetts's long-arm statute, G. L. c. 223A, § 3, and the requirements of the due process clause of the Fourteenth Amendment to the United

94 N.E.3d 791

States Constitution. SCVNGR, Inc. v. Punchh, Inc., 478 Mass. 324, 325, 85 N.E.3d 50 (2017). The Attorney General "has the burden of establishing the facts upon which the question of personal jurisdiction over [Exxon] is to be determined." Droukas v. Divers Training Academy, Inc., 375 Mass. 149, 151, 376 N.E.2d 548 (1978), quoting Nichols Assocs. v. Starr, 4 Mass. App. Ct. 91, 93, 341 N.E.2d 909 (1976).

A business is a "resident," and therefore subject to the forum's general jurisdiction, if the business is domiciled or incorporated or has its principal place of business in the forum State. Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 924, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011). Exxon is incorporated in New Jersey and headquartered in Texas. Because "[t]he total of [Exxon's] activities in Massachusetts does not approach the volume required for an assertion of general jurisdiction,"

479 Mass. 315

Tatro v. Manor Care, Inc., 416 Mass. 763, 772 n.6, 625 N.E.2d 549 (1994), citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 413–416, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984), our inquiry in this case concerns the exercise of specific jurisdiction. This requires an "affiliatio[n] between the forum and the underlying controversy" (citation omitted). Goodyear Dunlop Tires Operations, S.A., supra at 919, 131 S.Ct. 2846. See G. L. c. 223A, § 3 (granting jurisdiction over claims "arising from" certain enumerated grounds occurring within Massachusetts); Tatro, supra at 772, 625 N.E.2d 549, citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) ("The plaintiff's claim must arise out of, or relate to, the defendant's forum contacts").

Exxon denies any such affiliation in this case, contending that it "engages in no suit-related conduct" in Massachusetts. Here there is no "suit," however, as this matter involves an investigation—a precursor to any formal legal action by the Attorney General. So while our typical inquiry asks whether there is a nexus between the defendant's in-State activities and the plaintiff's legal claim(s), the investigatory context requires that we broaden our analysis to consider the relationship between Exxon's Massachusetts activities and the "central areas of inquiry covered by the [Attorney General's] investigation, regardless of whether that investigation has yet to indicate [any] ... wrongdoing." Securities & Exch. Comm'n vs. Lines Overseas Mgt., Ltd., U.S. Dist. Ct., No. Civ.A. 04–302 RWR/AK, 2005 WL 3627141 (D.D.C. Jan. 7, 2005). Cf. Gucci Am., Inc. v. Weixing Li, 768 F.3d 122, 141–142 (2d Cir. 2014) (personal jurisdiction in nonparty discovery dispute "focus[es] on the connection between the nonparty's contacts with the forum and the discovery order at issue"); Matter of an Application to Enforce Admin. Subpoenas Duces Tecum of the Secs. Exch. Comm'n v. Knowles, 87 F.3d 413, 418 (10th Cir. 1996) (personal jurisdiction over nonresident in subpoena enforcement action, which was part of investigation into potential violation of Federal securities laws, where "[t]he underlying investigation and th[e] subpoena ... ar[o]se out of [nonresident's] contacts with the United States"). At this stage, the Attorney General is statutorily authorized to investigate whatever conduct she believes may constitute a violation of G. L. c. 93A. G. L. c. 93A, § 6 (1). We therefore must construe the C.I.D. broadly, and in connection with what G. L. c. 93A protects.

General Laws c. 93A "is a statute of broad impact" that prohibits "unfair methods of competition" and "unfair or deceptive acts or practices in the conduct of any trade or commerce."

479 Mass. 316

Slaney v. Westwood Auto, Inc., 366 Mass. 688, 693–694, 322 N.E.2d 768 (1975). See

94 N.E.3d 792

G. L. c. 93A, § 2 (a ). "Under [G. L. c.] 93A, an act or practice is unfair if it falls ‘within at least the penumbra of some common-law, statutory, or other established concept of unfairness'; ‘is immoral, unethical, oppressive, or unscrupulous'; and ‘causes substantial injury to consumers.’ " Walsh v. TelTech Sys., Inc., 821 F.3d 155, 160 (1st Cir. 2016), quoting PMP Assocs., Inc. v. Globe Newspaper Co., 366 Mass. 593, 596, 321 N.E.2d 915 (1975). The same protection also applies in the commercial context, as G. L. c. 93A extends "to persons engaged in trade or commerce in business transactions with other persons also engaged in trade or commerce." Kraft Power Corp. v. Merrill, 464 Mass. 145, 155, 981 N.E.2d 671 (2013), quoting Manning v. Zuckerman, 388 Mass. 8, 12, 444 N.E.2d 1262 (1983). See Kraft Power Corp., supra, citing G. L. c. 93A, § 11 ("The development of the statute ... suggests that the unfair or deceptive acts or practices prohibited are those that may arise in dealings between discrete, independent business entities").

Our analysis of what constitutes an unfair or deceptive act or practice requires a case-by-case analysis, see Kattar v. Demoulas, 433 Mass. 1, 14, 739 N.E.2d 246 (2000), and is neither dependent on traditional concepts nor limited by preexisting rights or remedies. Travis v. McDonald, 397 Mass. 230, 232, 490 N.E.2d 1169 (1986). "This flexible set of guidelines as to what should be considered lawful or unlawful under c. 93A suggests that the Legislature intended the terms ‘unfair and deceptive’ to grow and change with the times." Nei v. Burley, 388 Mass. 307, 313, 446 N.E.2d 674 (1983). The...

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