Goldberg v. Goodwill Industries, No. CV 05-4009642 (CT 1/3/2006)

• Decision Date: 03 January 2006
• Docket Number: No. CV 05-4009642,CV 05-4009642
• Citation: Goldberg v. Goodwill Industries, No. CV 05-4009642 (CT 1/3/2006), No. CV 05-4009642 (Conn. Jan 03, 2006)
• Court: Connecticut Supreme Court
• Parties: Robert S. Goldberg v. Goodwill Industries et al. Opinion No.: 91614

Page 1

Unpublished Opinion

Robert S. Goldberg v.Goodwill Industries et al. Opinion No.: 91614

No. CV 05-4009642

Superior Court of Connecticut

Judicial District of Hartford at Hartford

January 3, 2006

MEMORANDUM OF DECISION ON DEFENDANTS' MOTION TO DISMISS AND/OR STAY LITIGATION PENDING ARBITRATION

CHRISTINE E. KELLER, JUDGE.

The plaintiff, Robert S. Goldberg, commenced the above-captioned matter on or about March 7, 2005 by way of a three-count complaint against the Defendants, Goodwill Industries of the Springfield/Hartford Area, Inc.("Goodwill") and Loring Flint, M.D.("Flint").The plaintiff's suit involves the defendants' termination of his employment as Chief Executive Officer ("CEO") for Goodwill and is based upon breach of contract, breach of the covenant of good faith and fair dealing, and a claim for wages pursuant to Conn. Gen. Stat. §31-72, for failure to pay the plaintiff accrued benefits upon termination as required by Conn. Gen. Stat. §31-76k.

On or about May 5, 2005, the defendants filed a motion to dismiss the complaint or stay the litigation pending arbitration pursuant to Practice Book§10-30andGeneral Statutes §52-409.Defendants assert lack of personal and subject matter jurisdiction as the basis for their motion to dismiss.

I

"A motion to dismiss . . . properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court."(Internal quotation marks omitted.)Blumenthal v. Barnes,261 Conn. 434, 442, 804 A.2d 152(2002)."A motion to dismiss tests, inter alia, whether, on the face of the record, the court is without jurisdiction."(Internal quotation marks omitted.)Dyous v. Psychiatric Security Review Board,264 Conn. 766, 773, 826 A.2d 138(2003)."Although the filing of an appearance on behalf of a party, in and of itself, does not waive that party's personal jurisdiction claims, any [defendant] wishing to contest the court's jurisdiction, may do so . . . by filing a motion to dismiss within thirty days of the filing of an appearance."(Internal quotation marks omitted.)Connor v. Statewide Grievance Committee,260 Conn. 435, 445, 797 A.2d 1081(2002).

"In ruling upon whether a complaint survives a motion to dismiss, a court must take the facts to be those alleged in the complaint, including those facts necessarily implied from the allegations, construing them in a manner most favorable to the pleader."(Citation omitted; internal quotation marks omitted.)Dyous v. Psychiatric Security Review Board, supra,264 Conn. 773."The motion to dismiss admits all facts which are well pleaded, invokes the existing record and must be decided upon that alone . . . Where, however . . . the motion is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue and need not conclusively presume the validity of the allegations of the complaint."(Citation omitted; internal quotation marks omitted.)Ferreira v. Pringle,255 Conn. 330, 346-47, 766 A.2d 400(2001).

"If a challenge to the court's personal jurisdiction is raised by a defendant, either by a foreign corporation or by a nonresident individual, the plaintiff must bear the burden of proving the court's jurisdiction."Knipple v. Viking Communications, Ltd.,236 Conn. 602, 607, 674 A.2d 426(1996).Therefore, in order to satisfy its jurisdictional burden, plaintiff Goldberg must show that: 1) the assertion of jurisdiction is authorized under the appropriate Connecticut longarm statute; and 2) if the statutory requirements are met, that the exercise of jurisdiction over the defendants would not violate constitutional principles of due process.Id., at 606-07.

II

Under Connecticut law, defendant Goodwill Industries is a nonprofit foreign corporation incorporated under the laws of Massachusetts, a state other than Connecticut.(SeeConn. Gen. Stat. §33-1002(15), defining a nonprofit foreign corporation under Connecticut law.)As a nonprofit foreign corporation, a court in Connecticut cannot exercise jurisdiction over defendant Goodwill unless there is a longarm statute that subjects it to suit in this state.Conn. Gen. Stat. §33-1219(f), the longarm statute that applies to nonprofit foreign corporations, affords the court jurisdiction over Defendant Goodwill Industries.This longarm statute provides in relevant part:

Every foreign corporation shall be subject to suit in this state . . . on any cause of action arising as follows: (1) Out of any contract made in this state or to be performed in this state; (2) out of any solicitation in this state by mail or otherwise if the corporation has repeatedly so solicited . . . (3) out of the production, manufacture or distribution of goods by such corporation with the reasonable expectation that such goods are to be used or consumed in this state and are so used or consumed . . . or (4) out of tortious conduct in this state, whether arising out of repeated activity or single acts, and whether arising out of misfeasance or nonfeasance.

Conn. Gen. Stat. §33-1219(f).

Applying the above jurisdictional factors to this case, this court can exercise personal jurisdiction over defendant Goodwill Industries under the Connecticut longarm statute.As alleged in the plaintiff's complaint and affidavit, the plaintiff states he is a resident of Connecticut.The plaintiff's First and Second Counts, (breach of contract and breach of the covenant of good faith and fair dealing), are both based upon an employment agreement which he claims was executed in Connecticut and required the regular performance of duties within Connecticut.

Under Conn. Gen. Stat. §33-1219(f)(1), personal jurisdiction is granted over any foreign corporation for "any cause of action arising . . . out of any contract made in this state or to be performed in this state."In this case, the court has jurisdiction under both prongs of this section.

First, the employment agreement is alleged to have been partially executed in Connecticut.Plaintiff asserts that he was provided an original of the employment agreement already signed by the defendant Goodwill's Chairman, that he reviewed it with his Connecticut counsel, signed it in Connecticut and returned it to the defendant Goodwill.(Affidavit of Goldberg, par. 17.)

Second, plaintiff claims the employment agreement was meant to encompass and has required the plaintiff to perform significant duties within Connecticut.The plaintiff, throughout his tenure, as CEO, was present in Connecticut to supervise and manage Goodwill's Connecticut operations, and to negotiate and fulfill service contracts with agencies and business located throughout Connecticut.

In cases interpreting the provisions of the precursor to General Statutes §33-1219,General Statutes §33-411(c), the expansive scope of the contracting provisions of the longarm statute have been made clear."With respect to the second prong of 33-411(c)(1), i.e., contracts `to be performed in this state,' the [courts] have rejected any argument that such language is to `be given limited construction to require performance in this state by the party over whom jurisdiction is sought.' "(Citation omitted.)Coan v. Bell Atlantic Systems Leasing Intern, Inc., 813 F.Sup. 929, 943 (D.Conn. 1990)."[W]here the contract `contemplated and required' performance in the state by plaintiff, defendant . . . [is] subject to jurisdiction under 33-411(c)(1)."(Citation omitted.)Id. at 944.The plaintiff's allegations in this case state clearly that Goodwill contemplated and required the plaintiff to perform substantial duties in Connecticut.Goodwill's full legal name reflects its operations within Connecticut, including the lease of properties, and the solicitation, negotiation, and provision of service contracts for a vast array of governmental agencies located throughout Connecticut.

Plaintiff's allegations establish sufficient general or specific contacts with Connecticut to satisfy constitutional due process requirements.Plaintiff claims Goodwill has engaged in, for years, the very kind of "continuous and systematic [specific and] general business contacts" that appropriately subjects it to the jurisdiction of Connecticut courts.Thomason v. Chemical Bank,234 Conn. 281, 288661 A.2d 505(1995).The minimum contacts requirement is satisfied by the allegations of Goodwill's long-standing purposeful activity including the lease and use of properties for commercial and residential purposes, the solicitation, negotiation, and provision of service contracts for a vast array of governmental agencies located throughout Connecticut, and general business functions relating thereto.SeeThomason v. Chemical Bank, supra;Hart, Nininger & Campbell Assoc. v. Roger,16 Conn.App. 619, 548 A.2d 758(1988);Milne v. Catuogno Court Reporting Services, Inc., 239 F.Sup.2d 195(2002).

Corporations conducting business in multiple jurisdictions are appropriately and constitutionally subjected to the laws of those various states so long as the minimal due process requirements are met.

The next inquiry focuses on whether the exercise of personal jurisdiction violates principles of constitutional due process.

"The twin touch stones of due process analysis under the minimal contacts doctrine are foreseeability and fairness.`[T]he foreseeability that is critical to due process analysis . . . is that the defendant's conduct and connection with the forum state are such that he should reasonably anticipate being haled into court there.' "United States Trust Co. v. Bohart,197 Conn. 34, 38-39, 495 A.2d 1034(1985);quotingWorld-Wide Volkswagen Corporation v. Woodson,444 U.S. 286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490(1980);Hart, Nininger & Campbell Assoc. v. Rogers, supra,16 Conn.App. 625-26.

From the facts of this case, it is not difficult to conclude that the defendants...