Prep Tours, Inc. v. Am. Youth Soccer Org.

• Decision Date: 08 January 2019
• Docket Number: No. 17-1223,17-1223
• Parties: PREP TOURS, INC., Plaintiff-Appellant, v. AMERICAN YOUTH SOCCER ORGANIZATION; Downey AYSO Region 24; Armando Rodríguez, in His Capacity as Director and/or Officer and/or Member of the Board of Directors of Downey AYSO Region 24; Ramón Aguilar, in His Capacity as Director and/or Officer and/or Member of the Board of Directors of Downey AYSO Region 24; Carl Jackson, in His Capacity as Director and/or Officer and/or Member of the Board of Directors of Downey AYSO Region 24; Alicia Ramírez, in Her Capacity as Director and/or Officer and/or Member of the Board of Directors of Downey AYSO Region 24; John Doe; Richard Doe; Bob Doe; Insurance Company A; Insurance Company B, Defendants-Appellees.
• Court: U.S. Court of Appeals — First Circuit

913 F.3d 11

PREP TOURS, INC., Plaintiff-Appellant,

v.AMERICAN YOUTH SOCCER ORGANIZATION; Downey AYSO Region 24; Armando Rodríguez, in His Capacity as Director and/or Officer and/or Member of the Board of Directors of Downey AYSO Region 24; Ramón Aguilar, in His Capacity as Director and/or Officer and/or Member of the Board of Directors of Downey AYSO Region 24; Carl Jackson, in His Capacity as Director and/or Officer and/or Member of the Board of Directors of Downey AYSO Region 24; Alicia Ramírez, in Her Capacity as Director and/or Officer and/or Member of the Board of Directors of Downey AYSO Region 24; John Doe; Richard Doe; Bob Doe; Insurance Company A; Insurance Company B, Defendants-Appellees.

No. 17-1223

United States Court of Appeals, First Circuit.

January 8, 2019

Steven J. Torres, with whom Brooks L. Glahn, Boston, MA, Torres Scammon Hincks & Day LLP, Darío Rivera-Carrasquillo, Giancarlo Font, and Rivera-Carrasquillo, Martínez & Font were on brief, for appellant.

Alan P. Dagen, with whom The Law Offices of Seda & Alan P. Dagen, P.A., Luis A. Oliver-Fraticelli, and Adsuar Muñiz Goyco Pérez-Ochoa, P.S.C. were on brief, for appellees.

Before Torruella, Lipez, and Barron, Circuit Judges.

BARRON, Circuit Judge.

This appeal raises a now familiar issue: when do remote communications by email and telephone give rise to the kind of connection to a forum state or territory that justifies the exercise of personal jurisdiction in that forum over an out-of-forum defendant? The issue comes to us in this case via the diversity suit in the United States District of Puerto Rico that a Puerto Rico tour company brought against a California youth soccer organization and related defendants. The tour company alleges in this suit that the defendants, by first requesting that the tour company make an offer for a potential soccer trip to Puerto Rico for some of the organization's teams and their families but then declining after further communications to book the tour, breached duties that the organization owed to it under Puerto Rico contract and tort law. In response to the defendants' motion, the District Court dismissed both the contract and tort claims for lack of personal jurisdiction. We now affirm that order.

I.

American Youth Soccer Organization ("AYSO") is a nonprofit entity incorporated and headquartered in California.¹ The other defendants are Downey AYSO Region 24 ("Region 24") and four volunteers for Region 24.

Region 24 is a regional chapter of AYSO from Downey, California. Region 24 is not a separate legal entity from AYSO.

The four Region 24 volunteers served at all relevant times as, respectively, Region 24's commissioner (Armando Rodríguez), assistant commissioner (Ramón Aguilar), treasurer (Carl Jackson), and volunteer coordinator (Alicia Ramírez). All four individuals are residents of California.

PREP TOURS, Inc. ("PREP Tours") is the plaintiff.² It is a Puerto Rico corporation that, according to the complaint, "specializes in student cultural immersion educational field trips" and is "dedicated to servicing and organizing educational soccer tours for student athletes and soccer clubs focusing on friendly soccer games in Puerto Rico."

On Friday, November 2, 2012, Ramírez emailed PREP Tours from California to ask for a price quote and for what the company could "offer" regarding an all-inclusive trip to Puerto Rico for "[a]pproximately 60 players and their families." Ramírez informed the tour company in that email that Region 24 was also gathering information about alternative destinations, like Hawaii and Mexico.

PREP Tours responded that very same Friday by sending via email a promotional brochure regarding the "unique soccer program" in the Puerto Rico cities of San Juan and Rincón that it offered visiting youth soccer teams. The tour company also emailed Ramírez, after the weekend, a proposed itinerary based on the San Juan and Rincón tour described in the brochure, which PREP Tours described as "a tentative rough draft." There followed, intermittently over the next four months, emails and telephone calls, as well as at least one text message, between the parties concerning the possible trip. During these ensuing communications, Ramírez informed PREP Tours that Region 24 was considering competing offers on a possible trip to Puerto Rico from three alternative travel agencies, at least one of which was not based in Puerto Rico.

Before Region 24 made a decision about the trip, a travel agency in Florida, Hakuna Matata Group Tours, LLC, contacted Ramírez by email concerning possible flights. The complaint says that Hakuna Matata was "designated by PREP Tours" to handle the soccer teams' flight arrangements.

Hakuna Matata later emailed Ramírez with information for wiring it money as a deposit on the airline flights. Region 24's treasurer, Jackson, thereafter emailed Hakuna Matata to say that he could wire transfer the money to Hakuna Matata's account the next day, January 25.

Jackson did not wire the money. Ramírez did write PREP Tours on January 25, however, to say that the commissioner, assistant commissioner, and treasurer of Region 24 still had "to go through everything with a fine tooth-comb."

The record references no further communications between any of the parties until the ones that were made on February 25, 2013. On that day, PREP Tours emailed Region 24's commissioner, assistant commissioner, and treasurer to follow up on the status of its offer.

The commissioner, Rodríguez, responded that same day with an email telling PREP Tours that the assistant commissioner, Aguilar, was "still working on logistics." He then sent a later email that instructed PREP Tours to disregard this first email. Aguilar had responded in the interim by informing PREP Tours that "[a]fter reviewing all proposals from the 3 compan[ies] we decided to go with a local company."

Just short of two years later, PREP Tours sued AYSO, Region 24, and the four volunteers in the United States District Court for the District of Puerto Rico, seeking a minimum of $640,000 in damages. The complaint alleged that the defendants were liable under the Puerto Rico tort doctrine of culpa in contrahendo, "which requires parties to negotiate in good faith." Ysiem Corp. v. Commercial Net Lease Realty, Inc., 328 F.3d 20, 23 (1st Cir. 2003)(citation omitted). The complaint also alleged a breach-of-contract claim under Puerto Rico law. The complaint asserted that the contract was created by: (1) the email from Region 24's treasurer to Hakuna Matata in Florida, saying that he could wire money to that third-party travel agency in order to make a deposit on the airline flights; and (2) other "representations" made by the defendants. The complaint did not allege what the contract's terms were, but it did allege that the defendants were in breach of the contract.

The defendants moved to dismiss PREP Tours's claims under Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction, and the defendants submitted affidavits with their motion. An affidavit from AYSO's deputy executive director as well as affidavits from the individual defendants each averred that the "only contacts" that existed between the defendants and PREP Tours consisted of "the preliminary communications between some of [the Region 24] volunteers and the travel agency with whom they communicated in an effort to obtain pricing and information for a potential trip for some of [Region 24's] youth soccer teams."

PREP Tours's brief in opposition to the defendants' motion to dismiss included a number of evidentiary submissions attached as exhibits. The submissions included copies of the communications exchanged between the parties during the relevant four-month period.

Neither party requested an evidentiary hearing following the defendants' motion challenging personal jurisdiction, nor did the District Court conduct one. The District Court instead used what we have referred to as "the prima facie standard" to assess whether PREP Tours had met its burden to justify the exercise of personal jurisdiction in Puerto Rico over the defendants. Boit v. Gar-Tec Prods., Inc., 967 F.2d 671, 675-76 (1st Cir. 1992) (emphasis omitted); see also A Corp. v. All Am. Plumbing, Inc., 812 F.3d 54, 58 (1st Cir. 2016) (explaining that the plaintiff bears the burden to establish that personal jurisdiction exists over the defendant).

Under this standard, a district court "consider[s] only whether the plaintiff has proffered evidence that, if credited, is enough to support findings of all facts essential to personal jurisdiction." Boit, 967 F.2d at 675. "To make a prima facie showing of this calib[er], the plaintiff ordinarily cannot rest upon the pleadings, but is obliged to adduce evidence of specific facts." Foster-Miller, Inc. v. Babcock & Wilcox Can., 46 F.3d 138, 145 (1st Cir. 1995) (citing Boit, 967 F.2d at 675 ).

In July of 2016, the District Court granted the defendants' motion to dismiss PREP Tours's claims without prejudice for lack of personal jurisdiction. The District Court reasoned that, although the defendants reached out to PREP Tours regarding the trip, they "repeatedly communicated to [PREP Tours] that officials had not made a final decision in regards to the trip" and that the "unilateral" actions undertaken by PREP Tours in Puerto Rico in response were insufficient to establish personal jurisdiction over the defendants as to any of PREP Tours's claims.

PREP Tours now appeals. Our review of the District Court's judgment is de novo. See Boit, 967 F.2d at 675. "Reviewing a decision made under the prima facie standard, we must accept [the plaintiff's] properly documented evidentiary proffers as true and construe them in the light most favorable to [the plaintiff's] jurisdictional claim." A Corp., 812 F.3d at 58 (citing Phillips v. Prairie Eye Ctr., 530 F.3d 22, 26 (1st Cir. 2008) ). "But we will also consider facts offered by [the defendants], to the extent that they are not disputed." Id. (citing Daynard...