Adams v. Adams

Filing 920100331

Opinion

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var WPFootnote1 = 'Because the Note was executed "under seal," at the time of\
its execution under Massachusetts law (if applicable), a twenty-year statute of limitations for contracts under seal would apply. \
See Mass. Gen. Laws ch. 260, § 1. Notably, Massachusetts has since\
adopted the Uniform Commercial Code\'s specific statute of\
limitations for demand notes, which provides that an action to\
enforce a party\'s obligation to pay a note payable "on demand" must\
be commenced within six years after the demand. Mass. Gen. Laws\
ch. 106, § 3-118(b). If no demand is made, any action to enforce\
the note is barred if neither principal nor interest on the note\
has been paid for a continuous period of ten years. Id. As the\
official comments state, if ten years passes after the making of a\
note with no payment and no demand for payment, it is "likely to be\
a family transaction in which a failure to demand payment may\
indicate that the holder did not intend to enforce the obligation\
but neglected to destroy the note." Id. cmt. 2.\
              We note that Bernard\'s first written demand for payment on the\
Note was made in 2005. Although Bernard alleges that he made oral\
demands for payment before that date, he has asserted no dates for\
those demands.\
'

var WPFootnote2 = 'Lee asserts that he did not send any document (electronic or\
paper) into Massachusetts in connection with the Note, and Bernard\
does not claim otherwise.\
'

var WPFootnote3 = 'There is no evidence in the record that Bernard was\
physically in Massachusetts when he placed the phone call to Lee,\
requiring Lee to sign the promissory note. Bernard has stated\
merely that he was "residing in Massachusetts at the time" of the\
phone conversation. Additionally, there is no evidence that Lee\
knew whether Bernard was in Massachusetts at the time. Lee does\
not dispute, however, that Bernard was a resident of Massachusetts\
at the time of the transfer.\
'

var WPFootnote4 = 'Bernard stated in a deposition that from 2006 to 2008 he\
lived temporarily at addresses in other states, including Florida\
and Maine, during the pendency of his divorce from Lee\'s mother,\
Mary Jeanne Adams.\
'

var WPFootnote5 = 'Lee was born and raised in Massachusetts, but he has not\
lived in Massachusetts since 1980. Between the years 1980 and\
2008, he made several visits to Massachusetts, none of them in\
connection with the Note. According to Lee, the number of visits\
is three; Bernard asserts that there have been at least five\
visits. Lee worked for his family\'s business, Laminated Papers,\
Inc. ("Laminated Papers") from 1981 through 2004, and for a brief\
period prior to his graduation from college in 1980. Laminated\
Papers was a Massachusetts corporation located in Holyoke,\
Massachusetts. During his tenure at Laminated Papers, Lee received\
a total salary of $950,233.33, and he withdrew pension benefits in\
the amount of $65,178.02. Laminated Papers paid health and life\
insurance premiums for Lee and on his behalf. Lee was given the\
use of a company car, and he held a company American Express\
account and company phone card. Lee notes that the work he did for\
Laminated Papers after graduating college was not performed in\
Massachusetts and did not require him to travel to Massachusetts,\
and Bernard does not dispute this assertion.\
'

var WPFootnote6 = 'Lee argues that the court deprived him of the right to have\
Bernard\'s jurisdictional showing evaluated under a preponderance-of-the-evidence standard, claiming that the court never required\
Bernard to make more than a prima facie jurisdictional showing\
before entering judgment against Lee. Assuming, as we do, that the\
court did, indeed, apply the preponderance-of-the-evidence\
standard, it nonetheless came to the incorrect conclusion.\
'

var WPFootnote7 = 'Lee disputes the court\'s characterization of the\
conversation, arguing that there was no "consensual bargaining\
process" to constitute negotiation. We must assume that by\
"negotiated the Note over the phone," the court was referring to\
Bernard\'s insistence that Lee sign the Note and Lee\'s acquiescence\
to that request. The facts put forward by Bernard himself can lead\
to no other interpretation. \
'

var WPFootnote8 = 'As we noted above, there is no evidence in the record that\
Bernard was, in fact, located in Massachusetts at the time of the\
phone call, much less that Lee knew whether he was in Massachusetts\
at the time. Because this particular factual finding has no record\
basis, we do not consider it in our analysis.\
'

var WPFootnote9 = 'In reviewing the evidence, we also accept facts put forward\
by the defendant to the extent that they are uncontradicted. See\
Daynard, 290 F.3d at 51.\
'

var WPFootnote10 = 'In Swiss American Bank, we engaged in this analysis in the\
context of the relatedness prong, explaining that since that prong\
focuses on the nexus between the defendant\'s contacts and the\
plaintiff\'s cause of action, we would begin by identifying the\
alleged contacts, since there can be no requisite nexus between the\
contacts and the cause of action if no contacts exist. 274 F.3d at\
621. However, as we have noted, the defendant\'s contacts are\
central to each prong of the tripartite analysis. Sawtelle, 70\
F.3d at 1389.\
'

var WPFootnote11 = 'See also Moelis v. Berkshire Life Ins. Co., 887 N.E.2d 214,\
219 (Mass. 2008) (holding that nonresident plaintiffs\' purchase of\
an insurance policy from a Massachusetts company through agents in\
their home states, and their mailing of annual premium payments to\
Massachusetts did not constitute minimum contacts). The district\
court found Moelis distinguishable on the theory that the only\
contacts with Massachusetts in that case were the sending of mail\
to a party located in the Commonwealth subsequent to a bargain\
negotiated outside the Commonwealth. As we have previously\
discussed, however, there is no evidence in this case that the Note\
was negotiated in Massachusetts. It was negotiated over the phone\
while one party was in Texas, and the other was in some location\
not revealed by the record.\
'

var WPFootnote12 = 'At oral argument, we questioned Lee\'s counsel as to the\
extent of the conversations about the $110,000 between Lee and\
Bernard prior to the execution of the Note. We asked whether\
Bernard had "called Lee out of the blue to offer to lend him\
money." Lee\'s counsel said, "Oh, no. There had been discussions\
prior about lending the money, or giving the money -- Lee says\
giving the money as a wedding gift to help . . . he and his new\
wife buy a house." However, there is no evidence in the record of\
any such discussions, and it was Bernard\'s burden to put forward\
such evidence if, indeed, those discussions took place.\
'

var WPFootnote13 = 'The fact that the Note contains a promise to pay "Mr. Bernard\
Adams of Boston, Massachusetts" is not to the contrary. The Note\
names Boston, Massachusetts as Bernard\'s place of residence, but\
that does not indicate that payment was due in Massachusetts. \
'

var WPFootnote14 = 'While the Uniform Commercial Code ("UCC") was adopted in\
Massachusetts in 1958, the particular portion of the Code having to\
do with where demand notes are payable when no place of payment is\
stated was not enacted in Massachusetts until 1998. See Mass. Gen.\
Laws, ch. 106 § 3-111. Section 3-111 of the UCC espouses the same\
principle cited by the Rokowsky court: "If no place of payment is\
stated, an instrument is payable at the address of the drawee or\
maker stated in the instrument. If no address is stated, the place\
of payment is the place of business of the drawee or maker. . . .\
If the drawee or maker has no place of business, the place of\
payment is the residence of the drawee or maker."\
'

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