Waltham Precision Inst. Co. v. McDonnell Aircraft Corp.

• Decision Date: 14 March 1962
• Docket Number: Civ. A. No. 61-1011.
• Citation: 203 F. Supp. 539
• Parties: WALTHAM PRECISION INSTRUMENT COMPANY, Inc. v. McDONNELL AIRCRAFT CORPORATION.
• Court: U.S. District Court — District of Massachusetts

203 F. Supp. 539

WALTHAM PRECISION INSTRUMENT COMPANY, Inc. v. McDONNELL AIRCRAFT CORPORATION.

Civ. A. No. 61-1011.

United States District Court D. Massachusetts.

March 14, 1962.

Sumner Z. Kaplan, Boston, Mass., for plaintiff.

James C. Heigham, Choate, Hall & Stewart, Boston, Mass., Will J. Bangs, Boston, Mass., specially, for defendant.

FRANCIS J. W. FORD, District Judge.

This is an action based on an alleged breach by defendant of a written contract under which plaintiff was to manufacture certain clock mechanisms to be purchased by defendant. Service was made on the Massachusetts commissioner of corporations under the provisions of Mass.G.L. Ch. 181 § 3A. Defendant moves to dismiss the complaint or in lieu thereof to quash the return of service.

Defendant is a Maryland corporation with its principal place of business in St. Louis, Missouri. It manufactures military aircraft, space vehicles and electronic equipment. Over 99 per cent of its sales are made to the United States Government. None of these sales were made or solicited in Massachusetts. Defendant has never been authorized to do business in Massachusetts and has never registered as a corporation doing business in Massachusetts. It has no office, warehouse or other facility and no telephone or bank account in Massachusetts.

At the present time defendant has one employee located in Massachusetts, who is assigned as Field Service Representative at Otis Air Force Base where desk space is furnished for him by the Air Force. He acts as a liaison between defendant and the Air Force on such matters as maintenance and pilot orientation in connection with the operation of aircraft manufactured by defendant and used by the Air Force.

Defendant operates in Missouri a data processing Automation Center which accounts for less than 1 per cent of its annual sales. In the past this center has done work for a Massachusetts corporation under contracts made in Missouri, all of the work being performed outside of Massachusetts.¹

As to the transaction out of which the present action arises, defendant admits that it solicited bids for the clockwork mechanisms involved, that plaintiff submitted a bid, and that thereafter defendant entered into a written contract for the purchase of the mechanisms to be manufactured by plaintiff. Plaintiff in its argument and memorandum states that the solicitation of the bids and the making of the contract took place in Massachusetts, that an agent of defendant was in Massachusetts to supervise and inspect work done under the contract and that other agents of the defendant came into Massachusetts to negotiate changes in the contract provisions. These factual assertions cannot be regarded as established in the absence of any affidavit in support of them.

The issue is whether defendant can be found to have been doing business in Massachusetts so as to be subject to the jurisdiction of this court and to service of process under Mass.G.L. Ch. 181 § 3A. This in turn involves two questions: first, whether Massachusetts has provided for bringing defendant into its courts in the circumstances of the present case, and second, whether if it does purport to exercise such jurisdiction, this would violate any clause of the federal constitution, Pulson v. American Rolling Mill Co., 1 Cir., 170 F.2d 193, 194.

McGee v. International Life Insurance Co., 355 U.S. 220, 78 S.Ct. 199, 2 L.Ed. 2d 223, is relied upon by plaintiff to establish that assertion of jurisdiction by Massachusetts in the present case would be constitutionally permissible. In that case a Texas insurance company not otherwise doing business in California entered by mail into a reinsurance contract with a California resident. In an action on this policy, service of process was made by registered mail under a state statute specifically providing for such service in actions on insurance contracts between California residents and foreign insurance companies. It was held that there was sufficient contact with the state in this case so that assertion of jurisdiction by California did not violate the due process clause of the Fourteenth Amendment. But assuming that under the doctrine of the McGee case, there would be no federal constitutional objection to assertion of jurisdiction by Massachusetts in this case, the question remains...