LFC Lessors, Inc. v. Pearson

• Decision Date: 30 May 1984
• Docket Number: Civ. A. No. 83-1067-C.
• Citation: 585 F. Supp. 1362
• Parties: LFC LESSORS, INC., Plaintiff, v. Milo PEARSON d/b/a Grafik Services, A Division of Specialty Sales, Defendant.
• Court: U.S. District Court — District of Massachusetts

585 F. Supp. 1362

LFC LESSORS, INC., Plaintiff, v. Milo PEARSON d/b/a Grafik Services, A Division of Specialty Sales, Defendant.

Civ. A. No. 83-1067-C.

United States District Court, D. Massachusetts.

May 30, 1984.

Joseph Stephen Provanzano, Hayt, Hayt & Landau, Lynnfield, Mass., for plaintiff.

Milo Pearson, pro se.

James M. Dean, Salt Lake City, Utah, Patrick P. Dinardo, Sullivan & Worcester, Boston, Mass., for defendant.

MEMORANDUM

CAFFREY, Chief Judge.

This is a civil action brought by LFC Lessors, Inc. ("LFC"), a Massachusetts corporation, against Milo Pearson, an individual doing business as Grafik Services, Division of Specialty Sales, located in Utah. Plaintiff alleges that defendant is in default with respect to an equipment lease agreement between the two parties. The case is before this Court on defendant's motion to dismiss, or, in the alternative, to quash service. Both motions are based on this Court's alleged lack of jurisdiction over the defendant.

Plaintiff bears the burden of proving that the Court has personal jurisdiction over the defendant. Escude Cruz v. Ortho Pharmaceutical Corp., 619 F.2d 902, 904 (1st Cir.1980). The Court may consider affidavits relevant to the question of jurisdiction. Jackson v. Sargent, 394 F.Supp. 162, 165 n. 1 (D.Mass.1975). In this case, both parties have submitted affidavits. When considering a motion to dismiss, the Court must treat the facts contained in plaintiff's complaint and affidavits as true. Furthermore, it must resolve any dispute in the facts in favor of the plaintiff. Murphy v. Erwin-Wasey, Inc., 460 F.2d 661, 663 (1st Cir.1972). For the purposes of this motion, the following facts are taken as true.

Defendant's company obtains and sells advertising specialties. In the spring of 1982, defendant was contacted by representatives of AM Varityper, a company doing business in Utah. The AM Varityper representatives and defendant discussed the possibility of the defendant's purchasing certain graphic equipment. These negotiations took place in Utah. Defendant was informed that AM Varityper regularly financed sales through LFC, a Massachusetts corporation. An agent of the defendant contacted plaintiff LFC at its Boston office. They arranged that the plaintiff would purchase the equipment from AM Varityper and would rent the equipment to the defendant.

Plaintiff sent its standard form rental agreement to the defendant in Utah. The defendant signed the agreement and sent it back to the plaintiff's office in Boston. The contract was a five year lease, requiring defendant to make sixty monthly payments. The agreement also contained the following clause:

This Agreement shall be considered to be a MASSACHUSETTS contract and shall be deemed to have been made in Suffolk County, Massachusetts, regardless of the order in which the signatures of the parties shall be affixed hereto, and shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the law, and in the courts, of the Commonwealth of Massachusetts.

Defendant asserts that the choice of law and choice of forum provisions were not called to his attention, or discussed with him. Defendant further contends that he did not negotiate with LFC regarding the terms and conditions of the lease, and that this was the first personal property lease transaction with which he has ever been involved.

Defendant made four payments pursuant to the lease agreement. Thereafter, he failed to make the required payments. LFC repossessed the equipment and relocated it to the offices of another graphics company in Utah. Plaintiff then brought this lawsuit to collect the balance due on its lease agreement with defendant. Plaintiff alleges that this Court has jurisdiction over defendant as a result of the choice of law and choice of forum provisions contained in LFC's boilerplate rental contract.

In The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972), the United States Supreme Court espoused the modern view that forum selection clauses are "prima facie valid and should be enforced unless enforcement is shown by the resisting party to be `unreasonable' under the circumstances." 407 U.S. at 10, 92 S.Ct. at 1913. The standard in the First Circuit is that

to establish that a particular choice-of-forum clause is unreasonable, a resisting party must present evidence of fraud, undue influence, overweening bargaining power or such serious inconvenience in litigating in the selected forum that it is effectively deprived of its day in court.

Fireman's Fund Amer. Inc. Cos. v. Puerto Rican Forwarding Co., Inc., 492 F.2d 1294, 1297 (1st Cir.1974). Similar standards are regularly applied in a number of other circuits. See, e.g., Mercury Coal & Coke, Inc. v. Mannesmann Pipe and Steel Corp., 696 F.2d 315 (4th Cir.1982); Crown Beverage Co., Inc. v. Cerveceria Moctezuma, S.A., 663 F.2d 886 (9th Cir.1981).

Defendant's principal argument is that the forum provisions should not be enforced because they were not the result of equal bargaining. Defendant describes himself as a person who is not generally conversant with contracts of this kind. He points out that the lease agreement was a standard form contract, and that the boilerplate form language was in small print at the bottom of a page. Defendant attests that the forum provisions were not called to his attention or discussed with him. Though defendant does not state as much in his affidavit, it appears that the forum language was not...