Atlantic Specialty Insurance Company v. MCMC, LLC

Filing 27

Judge Allison D. Burroughs: MEMORANDUM AND ORDER entered....For the foregoing reasons, MCMC’s motion to dismiss for lack of personal jurisdiction and its alternative motions to dismiss and transfer, [ECF No. 16 ], are DENIED.SO ORDERED.(McManus, Caetlin)

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
ATLANTIC SPECIALTY INSURANCE
COMPANY,
Plaintiff,
v.
MCMC, LLC, A DELAWARE LIMITED
LIABILITY COMPANY,
Defendant.

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Civil Action No. 21-cv-11194-ADB

MEMORANDUM AND ORDER
BURROUGHS, D.J.
Plaintiff Atlantic Specialty Insurance Company (“ASIC”) filed this action on July 23,
2021 seeking damages arising from Defendant MCMC, LLC’s (“MCMC”) alleged breach of
contract and refusal to indemnify ASIC for losses resulting from that breach. See [ECF No. 1
(Compl.)]. On September 7, 2021, MCMC moved to dismiss for lack of personal jurisdiction
pursuant to Federal Rule of Civil Procedure 12(b)(2) and for improper venue pursuant to Federal
Rule of Civil Procedure 12(b)(3) or, alternatively, to transfer this action to the District of Arizona
pursuant to 28 U.S.C. § 1404(a) or § 1406(a). [ECF No. 16]. ASIC opposed on October 5,
2021. [ECF No. 23]. For the reasons stated below, MCMC’s motion to dismiss or transfer,
[ECF No. 16], is DENIED.
I.

BACKGROUND
The following facts are drawn from the complaint and the evidence the parties have

proffered in support of their jurisdictional arguments. See A Corp. v. All Am. Plumbing, Inc.,

812 F.3d 54, 58 (1st Cir. 2016) (stating that plaintiffs bear the burden of establishing specific
jurisdiction and it is “not enough . . . to ‘rely on unsupported allegations in [its] pleadings’”)
(alteration in original) (citation omitted)).
ASIC, an insurance company, is incorporated in New York and has a principal place of
business in Minnesota. [Compl. ¶ 12]. MCMC is an “independent organization that provides
independent medical peer reviews” for insurance companies. [Id. ¶ 20]. It is incorporated in
Delaware and its principal place of business is in Memphis, Tennessee, but prior to February or
March 2021, its principal place of business was in Quincy, Massachusetts, including for the
entirety of the time period relevant to this action, [Compl. ¶ 13], and it still maintains a Resident
Agent in Boston, Massachusetts, [ECF No. 23 at 3–4].
On March 3, 2014, ASIC entered into a contract (the “Service Agreement”) with MCMC.
[Compl. ¶ 24]; see [ECF No. 1-3]. The Service Agreement contained a “Governing Law” clause
that provides that the “Agreement shall be governed and construed in accordance with the law of
the Commonwealth of Massachusetts.” [ECF No. 1-3 at 5]. The Service Agreement stipulated
that MCMC would provide ASIC with “Peer Review Services” performed by physicians and
health care practitioners. [Id. at 7; Compl. ¶ 24]. ASIC alleges that MCMC breached the
Service Agreement by assigning a peer reviewer, in this case, a doctor, who provided a “faulty”
medical opinion for the evaluation of an insurance claim, which resulted in a private arbitration
against ASIC. [Compl. ¶¶ 1, 2–6]. Now, seeking indemnity from MCMC to recover the costs it
incurred during the arbitration and in payment of the arbitration’s settlement, ASIC brings claims
against MCMC for breach of contract, contractual indemnity, and, in the alternative, common
law indemnity, as well as negligent misrepresentation and declaratory judgment. [Id. ¶ 10].

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II.

PERSONAL JURISDICTION
A.

Standard of Review

ASIC bears the burden of establishing that personal jurisdiction exists over MCMC. Get
In Shape Franchise, Inc. v. TFL Fishers, LLC, 167 F. Supp. 3d 173, 191 (D. Mass. 2016) (citing
Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 50 (1st Cir. 2002)).
“When a district court rules on a motion to dismiss for lack of personal jurisdiction without
holding an evidentiary hearing . . . , the ‘prima facie’ standard governs its determination.”
United States v. Swiss Am. Bank, Ltd., 274 F.3d 610, 618 (1st Cir. 2001). Under the prima facie
standard, the plaintiff must proffer “evidence which, if credited, is sufficient to support findings
of all facts essential to personal jurisdiction.” A Corp., 812 F.3d at 54 (quoting Phillips v. Prairie
Eye Ctr., 530 F.3d 22, 26 (1st Cir. 2008)).
“[P]laintiffs may not rely on unsupported allegations in their pleadings” and are instead
“obliged to adduce evidence of specific facts” supporting jurisdiction. Platten v. HG Berm.
Exempted Ltd., 437 F.3d 118, 134 (1st Cir. 2006) (alteration in original) (first quoting Boit v.
Gar-Tec Prods., Inc., 967 F.2d 671, 675 (1st Cir. 1992), then quoting Foster-Miller, Inc. v.
Babcock & Wilcox Can., 46 F.3d 138, 145 (1st Cir. 1995)). The Court takes as true whatever
properly documented facts a plaintiff proffers, construes those facts in the light most favorable to
the plaintiff, and considers facts put forward by the defendant to the extent they are
uncontradicted. See Prairie Eye Ctr., 530 F.3d at 26; Platten, 437 F.3d at 134.
“To establish personal jurisdiction in a diversity case, a plaintiff must satisfy both the
forum state’s long-arm statute and the Due Process Clause of the Fourteenth Amendment.”
C.W. Downer & Co. v. Bioriginal Food & Sci. Corp., 771 F.3d 59, 65 (1st Cir. 2014) (citing
Ticketmaster-N.Y., Inc. v. Alioto, 26 F.3d 201, 204 (1st Cir. 1994)). The Due Process Clause of

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the Fourteenth Amendment allows a state court to exercise personal jurisdiction over a
nonresident only where the exercise of jurisdiction “does not offend ‘traditional notions of fair
play and substantial justice.’” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (citations
omitted).
The Massachusetts long-arm statute also limits when courts may exercise personal
jurisdiction over nonresidents. Because “the long-arm statute imposes specific constraints on the
exercise of personal jurisdiction that are not coextensive with the parameters of due process . . . a
determination under the long-arm statute is to precede consideration of the constitutional
question.” SCVNGR, Inc. v. Punchh, Inc., 85 N.E.3d 50, 52 (Mass. 2017); see also Cossart v.
United Excel Corp., 804 F.3d 13, 18 (1st Cir. 2015) (“The requirements of the Massachusetts
long-arm statute are similar to—although not necessarily the same as—those imposed by the
Due Process Clause.”).
B.

The Massachusetts Long-Arm Statute

ASIC argues that the Court has personal jurisdiction over MCMC under Mass. Gen.
Laws ch. 223A, § 3(a), which provides that “[a] court may exercise personal jurisdiction over a
person . . . as to a cause of action in law or equity arising from the person’s . . . transacting any
business in the commonwealth.” See [ECF No. 23 at 4–7].
ASIC asserts that the Court’s exercise of personal jurisdiction is proper under § 3(a)
because:
(1) the Service Agreement between ASIC and MCMC contained an express choice
of law provision requiring Agreement be governed and construed in accordance
with the law of the Commonwealth of Massachusetts . . . (2) the Service Agreement
included a provision that all notices be delivered to MCMC at “300 Crown Colony
Driver [sic], Suite 203, Quincy, MA 02169” . . . and (3) At all relevant times,
including the time the parties entered into the Service Agreement in March 2014,
the time Dr. McCrary provided medical opinions relevant to this matter in March
2017 and November 2019, and the time of MCMC’s breach of contract in refusing

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to comply with its contractual indemnity through 2019, MCMC maintained its
principal place of business in Massachusetts and transacted business in
Massachusetts. MCMC continues to operate in Massachusetts today.
[ECF No. 23 at 6–7].
“For jurisdiction to exist under [§ 3(a)], ‘the facts must satisfy two requirements—the
defendant must have transacted business in Massachusetts, and the plaintiff’s claim must have
arisen from the transaction of business by the defendant.’” Aldabe v. Env’t Servs., Inc., No. 16cv-11067, 2017 WL 7035658, at *2 (D. Mass. Sept. 20, 2017) (quoting Tatro v. Manor Care,
Inc., 416 Mass. 763, 769–71 (1994)). Both requirements are construed broadly in favor of
asserting personal jurisdiction. See Geis v. Nestlè Waters N. Am., Inc., 321 F. Supp. 3d 230,
238 (D. Mass. 2018) (“[t]he definition of ‘transacting any business’ is construed broadly”);
Saturn Mgmt. LLC v. GEM-Atreus Advisors, LLC, 754 F. Supp. 2d 272, 278 (D. Mass. 2010)
(“the ‘arising from’ requirement is generously construed”). In other words, “[t]he inquiry
ultimately boils down to a ‘but for’ causation test which asks ‘[d]id the defendant’s contacts with
the Commonwealth constitute ‘the first step in a train of events that result[ed] in the personal
injury.’” Access Now, Inc. v. Otter Prods., LLC, 280 F. Supp. 3d 287, 291 (D. Mass. 2017)
(quoting Lyle Richards Int’l, Ltd. v. Ashworth, Inc., 132 F.3d 111, 114 (1st Cir. 1997)).
MCMC contends that the Court cannot exercise personal jurisdiction over it because the
events giving rise to this suit, which, according to MCMC, solely concern peer review services
provided by a doctor in Arizona, did not take place in Massachusetts. [ECF No. 16 at 5].
Section 3(a)’s “arising from” requirement, however, is not so limited. “The business transacted
‘need not have taken place within the physical bounds of the commonwealth.’” C&W
Fabricators, Inc. v. Metal Trades, Inc., No. 01-cv-40061, 2002 WL 32759591, at *4 (D. Mass.
Mar. 27, 2002).

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Where, as here, the cause of action is an alleged breach of contract and the business
transacted in Massachusetts was instrumental in the formation of the contract, the “arising from”
requirement is satisfied. Hahn v. Vermont Law School, 698 F.2d 48, 51 (1st Cir. 1983); see also
Saturn Mgmt., 754 F. Supp. 2d at 278; M-R Logistics, LLC v. Riverside Rail, LLC, 537 F. Supp.
2d 269, 276 (D. Mass. 2008); Shipley Co. v. Clark, 728 F. Supp. 818, 822 (D. Mass. 1990).
Because ASIC alleges that MCMC breached its Service Agreement with ASIC, and the Service
Agreement was formed in connection with ASIC’s substantial transaction of business in
Massachusetts, these facts are sufficient to satisfy the state’s long-arm statute.
C.

Constitutional Due Process

Turning then to the constitutional due process analysis, courts may exercise two types of
personal jurisdiction under the Fourteenth Amendment: general or specific. See United Elec.,
Radio and Mach. Workers of Am. v. 163 Pleasant St. Corp., 960 F.2d 1080, 1088–89 (1st Cir.
1992) (distinguishing the two types of personal jurisdiction). Under specific personal
jurisdiction, the plaintiff’s claim “must be related to the defendant’s contacts.” Harlow v. Childs.
Hosp., 432 F.3d 50, 57 (1st Cir. 2005). Under general personal jurisdiction, “in which the cause
of action may be unrelated to the defendant’s contacts, the defendant must have continuous and
systematic contacts with the state.” Id. A finding of either specific or general personal
jurisdiction is sufficient for a case to proceed. See Mass. Sch. of Law at Andover, Inc. v. Am.
Bar Ass’n, 959 F. Supp. 36 (D. Mass. 1997), aff’d, 142 F.3d 26, 34 (1st Cir. 1998). MCMC
asserts that the Court lacks both general and specific jurisdiction to hear the case, [ECF No. 16 at
5–6], while ASIC argues that the Court can exercise either, [ECF No. 23 at 7–10].
“Specific jurisdiction exists when there is a demonstrable nexus between a plaintiff’s
claims and a defendant’s forum-based activities.” Swiss Am. Bank, Ltd., 274 F.3d at 618

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(quoting Mass. Sch. of Law, 142 F.3d at 34). For the Court to have specific jurisdiction over
MCMC consistent with the Due Process Clause, the ASIC must demonstrate that each of the
following three conditions is satisfied:
First, the claim underlying the litigation must directly arise out of, or relate to, the
defendant’s forum-state activities. Second, the defendant’s in-state contacts must
represent a purposeful availment of the privilege of conducting activities in the
forum state, thereby invoking the benefits and protections of that state’s laws and
making the defendant’s involuntary presence before the state’s courts foreseeable.
Third, the exercise of jurisdiction must . . . be reasonable.
Daynard v. Ness, 290 F.3d 42, 60 (1st Cir. 2002) (quoting Foster-Miller, Inc. v. Babcock &
Wilcox Canada, 46 F.3d 138, 144 (1st Cir. 1995)); see also Adelson v. Hananel, 510 F.3d 43, 49
(1st Cir. 2007) (summarizing the three conditions as “relatedness, purposeful availment, and
reasonableness”).
1.

Relatedness

“The relatedness standard is a ‘flexible, relaxed standard,’ which focuses on the ‘nexus
between the defendant’s contacts and the plaintiff’s cause of action.’” Adelson, 510 F.3d at 49
(citation omitted). The requirement “falls between proximate and ‘but for’ causation, with
foreseeability shaping most relatedness determinations.” Micheli v. Techtronic Indus., No. 11cv-10503, 2012 WL 6087383, at *9 (D. Mass. Mar. 1, 2013) (citing Nowak v. Tak How Invs.,
Ltd., 94 F.3d 708, 715–16 (1st Cir. 1996)).
As previewed by the Court’s analysis under the long-arm statute, ASIC’s claims are
sufficiently related to MCMC’s contacts in Massachusetts. While MCMC maintained its
principal place of business in Massachusetts, it entered into a Service Agreement with ASIC that
the parties agreed would be governed by Massachusetts law. [ECF No. 1-3 at 5]. All of ASIC’s
claims relate to MCMC’s entry into and alleged breach of that contract and are therefore
sufficiently related to MCMC’s contacts with this state.

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2.

Purposeful Availment

“The function of the purposeful availment requirement is to assure that personal
jurisdiction is not premised solely upon a defendant’s ‘random, isolated or fortuitous’ contacts
with the forum state.” Sawtelle v. Farrell, 70 F.3d 1381, 1391 (1st Cir.1995) (citing Keeton v.
Hustler Mag., Inc., 465 U.S. 770 (1984)). “The two focal points are voluntariness and
foreseeability[,]” M-R Logistics, LLC, 537 F. Supp. 2d at 278, and “a defendant’s contacts with
the forum state must be such that he should reasonably anticipate being haled into court there[,]”
id. (citing World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)).
Here, it is clear that MCMC’s contacts with Massachusetts were voluntary and that it was
entirely foreseeable that MCMC could be haled into court in Massachusetts. MCMC chose to
conduct its business primarily from this state for many years, the Service Agreement at issue in
this case contained a choice of law provision that required it “be governed and construed in
accordance with the law of the Commonwealth of Massachusetts[,]” and further required “notice,
demands, payments or other communications required or permitted” under the Service
Agreement be directed to MCMC’s address in Massachusetts. See [ECF No. 1-3 at 5]. In such a
case, “[c]learly the most likely forum in which Massachusetts law would be enforced is a
Massachusetts court.” M-R Logistics, LLC, 537 F. Supp. 2d at 278.
3.

Reasonableness

The First Circuit has identified the following “gestalt factors” to guide the reasonableness
inquiry: “(1) the defendant’s burden of appearing, (2) the forum state’s interest in adjudicating
the dispute, (3) the plaintiff’s interest in obtaining convenient and effective relief, (4) the judicial
system’s interest in obtaining the most effective resolution of the controversy, and (5) the
common interests of all sovereigns in promoting substantive social policies.” Nowak v. Tak

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How Invs., Ltd., 94 F.3d 708, 717 (1st Cir. 1996) (citing Burger King Corp. v. Rudzewicz, 471
U.S. 462, 477 (1985)).
First, MCMC has not identified any particular burden it would face having to litigate this
case in Massachusetts. Even if some of the evidence or witnesses are in another state, it has not
explained why it would be difficult to secure the appearances of those witnesses in
Massachusetts or to bring that evidence to this state. Second, Massachusetts has an interest in
adjudicating the dispute because the Service Agreement is governed by Massachusetts law. See
M-R Logistics, 537 F.Supp.2d at 279. Third, ASIC has an interest in obtaining convenient and
effective relief in its preferred venue, and the Court accords the plaintiff’s choice of forum with a
degree of deference. Sawtelle v. Farrell, 70 F.3d 1381, 1395 (1st Cir. 1995). Fourth, the most
effective resolution of the controversy may require resolution in Massachusetts because
Massachusetts law governs the Service Agreement. Fifth, resolution in Massachusetts does not
interfere with the promotion of substantive social policies. Thus, the exercise of personal
jurisdiction is reasonable in light of the gestalt factors, and the due process requirements are
satisfied.
As a final note, though the Court has already concluded that it has specific personal
jurisdiction over MCMC, it will briefly address general personal jurisdiction. “General
jurisdiction requires affiliations ‘so “continuous and systematic” as to render [a person]
essentially at home in the forum State.’” Daimler AG v. Bauman, 571 U.S. 117, 133 n.11
(quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919); see also Kuan
Chen v. U.S. Sports Acad., Inc., 956 F.3d 45, 57 (1st Cir. 2020). In Daimler AG v. Bauman, the
Supreme Court explained that, with respect to a corporate defendant, “the place of incorporation
and principal place of business are paradig[matic] . . . bases for general jurisdiction.” 571 U.S. at

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137; see also Kuan Chen, 956 F.3d at 57. There may also be rare “exceptional case[s],” where a
defendant corporation’s general business operations in a state in which it is neither incorporated
nor headquartered are “so substantial and of such a nature as to render the corporation at home in
that State.” Daimler, 571 U.S. at 139 n.19.
ASIC’s assertion that MCMC’s present contacts with the state, specifically that MCMC
maintains a Resident Agent in Massachusetts and continues to conduct business in the state, see
[ECF No. 23 at 3–4, 8], amount to the “continuous and systematic” contacts sufficient to confer
general jurisdiction over a nonresident corporate defendant is unavailing, see Medici v. Lifespan
Corp., 239 F. Supp. 3d 355, 369 (D. Mass. 2017) (holding that the court lacked general
jurisdiction where the company “maintain[ed] two locations in Massachusetts, employ[ed]
people in Massachusetts, and serve[d] some proportion of its patients in Massachusetts,” but was
“incorporated under Rhode Island Law and ha[d] its principal place of business in Rhode
Island”). The closer question here is whether having Massachusetts as its principal place of
business up until a few months before the filing of this suit and at all times relevant to the
complaint allows for the exercise of general jurisdiction.
In determining whether it has general jurisdiction over a nonresident defendant, a district
court must look to the defendant’s contacts with the forum state over a “reasonable” period.
Shovah v. Mercure, 879 F. Supp. 2d 416, 424 (D. Vt. 2012) (citing Metro. Life Ins. Co. v.
Robertson-Ceco Corp., 84 F.3d 560, 569 (2d Cir. 1996)). It is settled law that the relevant time
frame should be a period up to and including the date plaintiff filed their complaint and that all
contacts occurring after the filing of the suit may not be considered, Harlow v. Childs. Hosp.,
432 F.3d 50, 65 (1st Cir. 2005); Noonan v. Winston Co., 135 F.3d 85, 93 n.8 (1st Cir. 1998), and
district courts have the “discretion to determine what constitutes a reasonable period given the

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circumstances of each case[,]” Shovah, 879 F. Supp. 2d at 424; compare Metro. Life Ins., 84
F.3d at 569–580 (finding that it was reasonable to assess defendant’s contacts with the forum
over a six-year period prior to the filing of the complaint) with OneBeacon Am. Ins. Co. v.
Argonaut Ins. Co., No. 09-cv-5085, 2011 WL 6013018, at *5 (Mass. Super. Ct. Nov. 9, 2011)
(declining to exercise general jurisdiction over a party based on contacts it had with
Massachusetts over sixteen years prior to the time that the action was filed).
Presumably then, the relevant forum-based contacts in this case are those which MCMC
had in Massachusetts prior to July 23, 2021. See Fiske v. Sandvik Mining & Const. USA, LLC,
No. 07-cv-40174, 2009 WL 3163329, at *5 (D. Mass. Sept. 25, 2009). MCMC changed its
principal place of business from Massachusetts to Tennessee just a few months before the filing
of this complaint, sometime in February or March 2021. It is fair to say that up until that change,
the Court’s exercise of general personal jurisdiction over MCMC would have likely been
indisputable. See AngioDynamics, Inc. v. Biolitec AG, 780 F.3d 429, 434 (1st Cir. 2015) (“It is
undisputed that the District of Massachusetts could properly exercise personal jurisdiction over
[defendant], a corporation with its principal place of business in Massachusetts, making [it] “at
home” in this forum.”). 1
The parties have not cited, and the Court is not aware of any cases that address the unique
set of facts presently before the Court, 2 that is whether a state may subject a now non-resident

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This comports with Mass. Gen. Laws ch. 223A, § 2, which permits the exercise of general
jurisdiction if a corporation is “organized under the laws of, or maintain[s] . . . its principal place
of business in, this commonwealth.”
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Plaintiff does refer to CardiAQ Valve Techs., Inc. v. Neovasc, Inc., 52 F. Supp. 3d 313, 316 (D.
Mass. 2014) for support, in which the court dismissed a motion to transfer where the movant had
relocated its principal place of business from Massachusetts four years before the filing of the
complaint, but this case is unpersuasive given that the analysis for venue transfer is distinct from
a general jurisdiction analysis.
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corporate defendant to general jurisdiction with respect to a complaint filed against it just a few
months after the defendant moved its principal place of business out of that forum.
Because courts have found it “reasonable” to examine, for the purposes of exercising
general jurisdiction, a defendant’s contacts with a forum state for as many as several years
leading up to the filing of a complaint, it follows that MCMC’s “continuous and systematic”
contact with Massachusetts until just a few months before the filing of the complaint, and
presumably several years prior to it, would make the exercise of general personal jurisdiction
proper in this case, even if MCMC’s current contacts are not alone sufficient. Cf. United Mobile
Techs., LLC v. Pegaso PCS, S.A. de C.V., 509 F. App’x 48, 50 (2d Cir. 2013) (“district court
correctly found no general jurisdiction given the limited number of contacts at the time of the
filing of the complaint”).
III.

IMPROPER VENUE AND TRANSFER OF VENUE
Alternatively, MCMC seeks dismissal of the case under Fed. R. Civ. P. 12(b)(3) because

Massachusetts is an improper venue and seeks transfer to the District of Arizona under 28 U.S.C.
§ 1406(a) or § 1404(a). 3 [ECF No. 16 at 6–8].
The general venue statute provides that a civil action may be brought in:
(1) a judicial district in which any defendant resides, if all defendants are residents
of the State in which the district is located; (2) a judicial district in which a
substantial part of the events or omissions giving rise to the claim occurred, or a
substantial part of property that is the subject of the action is situated; or (3) if there
is no district in which an action may otherwise be brought as provided in this
section, any judicial district in which any defendant is subject to the court’s
personal jurisdiction with respect to such action.
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Section 1406(a) authorizes transfer where venue is initially improper, while § 1404(a)
authorizes transfer even where venue is initially proper. The analysis under each section “differs
in that [§ 1404(a)] necessitates a consideration of the ‘convenience of parties and witnesses’ in
addition to ‘the interest of justice.’” Gill v. Nakamura, No. 14-cv-13621, 2015 WL 5074475, at
*6 (D. Mass. July 24, 2015).

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28 U.S.C. § 1391(a). It also provides that for venue purposes, a defendant-corporation “shall be
deemed to reside in any judicial district in which it is subject to personal jurisdiction at the time
the action is commenced.” Astro-Med, Inc. v. Nihon Kohden Am., Inc., 591 F.3d 1, 11 n.6 (1st
Cir. 2009) (quoting 28 U.S.C. § 1391(d)). Having already concluded that MCMC is subject to
this Court’s personal jurisdiction, MCMC resides in Massachusetts, and therefore Massachusetts
is a proper venue.
Even so, the Court still must consider whether transfer to the District of Arizona is
appropriate under § 1404(a). Section 1404(a) requires a district court to transfer the case to a
district in which it could have been brought “if it be in the interest of justice.” 28 U.S.C. §
1404(a). When considering a motion to transfer venue, courts consider both private and public
interest factors, including “1) the plaintiff's choice of forum, 2) the relative convenience of the
parties, 3) the convenience of the witnesses and location of documents, 4) any connection
between the forum and the issues, 5) the law to be applied and 6) the state or public interests at
stake.” Momenta Pharm., Inc. v. Amphastar Pharm., Inc., 841 F. Supp. 2d 514, 522 (D. Mass.
2012)). The burden is on MCMC to show that transfer of venue to the District of Arizona is
warranted, as “[t]he overriding principle in any transfer analysis . . . is that ‘the plaintiff’s choice
of forum is entitled to great weight.’” Shipley Co., 728 F. Supp. at 823 (quoting Home Owners
Funding Corp. of Am. v. Century Bank, 695 F. Supp. 1343, 1347 (D. Mass. 1988)).
MCMC contends that transfer is appropriate because a “a majority of the essential
evidence and the most important witnesses in this case . . . are located in Arizona[,]” [ECF No.
16 at 8], but even if Arizona may be a proper venue for this case, transfer is not warranted if the
interests of justice do not demand it. MCMC has not demonstrated that it would encounter any
difficulty in transporting the evidence or in securing the key witnesses’ appearances, see [ECF

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No. 23 at 12–14], and it concedes that both parties will have to travel to either Massachusetts or
Arizona because neither party is currently domiciled in either venue, [ECF No. 16 at 8]. Further,
although other federal district courts are “undoubtedly capable” of applying Massachusetts law,
“[a] district’s familiarity with the governing law is an appropriate factor to consider” in this
analysis. See Montoya v. CRST Expedited, Inc., 285 F. Supp. 3d 493, 501 (D. Mass. 2018)
(citation omitted). In sum, MCMC has not presented any facts in support of transfer that
outweigh the presumption in favor of ASIC’s selected forum.
MCMC argues that “there are no allegations pertaining to conduct occurring in
Massachusetts which would make this Court . . . the most convenient and appropriate venue[,]”
[ECF No. 16 at 8], but the Court is “not required to determine the best venue, merely a proper
venue[,]” Astro-Med., 591 F.3d at 12. Because Massachusetts is a proper venue for this case
and MCMC has not shown that it is in the interest of justice to litigate this suit in Arizona,
transfer is not warranted.
IV.

CONCLUSION
For the foregoing reasons, MCMC’s motion to dismiss for lack of personal jurisdiction

and its alternative motions to dismiss and transfer, [ECF No. 16], are DENIED.
SO ORDERED.
August 2, 2022

/s/ Allison D. Burroughs
ALLISON D. BURROUGHS
U.S. DISTRICT JUDGE

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