United States District Court, D. New Hampshire
Thomas H. Saliba
Greenfield, Stein & Senior, LLP
H. Saliba brought suit in state court against a law firm,
Greenfield, Stein & Senior, LLP, (“GSS”)
challenging the firm's decision to retain money, in
escrow, to cover its fees. The firm removed the case to this
court and moved to dismiss the case for lack of personal
jurisdiction or alternatively based on a forum selection
clause. Saliba objects to the motion.
Saliba lives in New Hampshire. He was named as a co-trustee
of the Edwin P. Twombly, Jr. Trust. Ralph E. Lerner was also
a co-trustee. Saliba hired GSS, a law firm in New York City,
to represent the Trust in April of 2013, and both Saliba and
Lerner, as co-trustees, signed the engagement letter to GSS.
2014, another co-trustee brought a legal action seeking to
remove Saliba and Lerner as trustees. GSS was hired and
agreed to represent the Trust in that litigation. Saliba and
Lerner retained personal counsel to represent them in the
litigation. GSS represents that there were several disputes
involving the Trust and the co-trustees and beneficiaries.
The litigation of the disputes occurred in New York
Surrogate's Court, New York County.
parties to the litigation entered a settlement agreement in
2018 to resolve all of the disputes. Under the terms of the
agreement, Saliba and Lerner were to be paid an agreed amount
for their services to the Trust in exchange for their
resignation from and renunciation of their positions as
co-trustees. In paragraph 10 of the agreement, Lerner was
authorized to pay $3, 650, 000.00 to GSS “as attorneys
for [Lerner] and [Saliba] which shall be disbursed to
[Lerner] and [Saliba] upon the effective date of their
Resignation and Renunciation pursuant to paragraph 12, and
(2).” Doc. 6-3, at 10-11.
funds were paid to GSS as provided in the agreement. GSS paid
Saliba just over $1, 700, 000.00 of the money from the Trust
but retained $116, 851.07 in an escrow account. GSS sent
Saliba an invoice and letters to have him agree that GSS
could retain the withheld money to pay its outstanding
balance for legal services. Saliba contends that GSS only
represented the Trust and did not represent him. For that
reason, he contends that he does not owe GSS for its fees and
that GSS is required to pay him the money it has retained.
may move to dismiss an action for lack of personal
jurisdiction. Fed.R.Civ.P. 12(b)(2). When no evidentiary
hearing is held on a motion challenging personal
jurisdiction, the court uses the prima facie standard, which
requires the plaintiff to provide evidence that if taken as
true supports personal jurisdiction. Scottsdale Capital
Advisors Corp. v. The Deal, LLC, 887 F.3d 17, 20 (1st
that burden, the plaintiff cannot rely on the allegations in
the complaint but instead must submit evidence to show
jurisdictional facts. A Corp. v. All Am. Plumbing,
Inc., 812 F.3d 54, 58 (1st Cir. 2016). Then, the court
accepts the properly supported facts as true and construes
them in the light most favorable to finding that jurisdiction
exists. Id. Evidence presented by the defendants may
be considered only to the extent it is undisputed.
diversity jurisdiction case, such as this one, personal
jurisdiction exists to the extent allowed under the Due
Process Clause of the Fourteenth Amendment and the forum
state's long-arm statute. Baskin-Robbins Franchising
LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir.
2016). New Hampshire's individual long-arm statute, RSA
510:4, authorizes jurisdiction over foreign defendants to the
full extent of the statutory language and the Due Process
Clause. N. Laminate Sales, Inc. v. Davis, 403 F.3d 14,
24 (1st Cir. 2005); Allstate Property & Casualty Ins. Co.
v. Grohe Canada, Inc., 2018 DNH 032, 2018 WL 851351, at
*2 (D.N.H. Feb. 13, 2018). Because the long-arm statute is
coextensive with federal due process, only the due process
requirements need to be addressed. Scottsdale Capital
Advisors Corp. v. Deal, LLC, 2017 WL 2981243, at *1
(D.N.H. Sept. 8, 2017) (aff'd 887 F.3d 17 (1st Cir.
jurisdiction may be general or specific. Bluetarp Fin.,
Inc. v. Matrix Constr. Co., Inc., 709 F.3d 72, 79 (1st
Cir. 2013). Saliba contends that the court is authorized to
exercise specific personal jurisdiction over GSS because of
GSS's efforts directed to him in New Hampshire to collect
its fees from him personally. Specific personal jurisdiction
exists when (1) the plaintiff's claim “directly
arises out of or relates to the defendant's forum-state
activities; (2) the defendant's contacts with the forum
state represent a purposeful availment of the privilege of
conducting activities in that state, . . .; and (3) the
exercise of jurisdiction is ultimately reasonable.”
Scottsdale, 887 F.3d at 20. The primary focus for determining
whether personal jurisdiction exists is “the
defendant's relationship to the forum State.”
Bristol-Myers Squibb Co. v. Superior Court of Cal., San
Francisco County, 137 S.Ct. 1773, 1779 (2017).
nature of the plaintiff's claims directs the analysis for
purposes of determining relatedness. Phillips Exeter Acad. V.
Howard Phillips Fund, 196 F.3d 284, 289 (1st Cir. 1999). For
tort claims, the court considers whether “the plaintiff
has established cause in fact (i.e., the injury would not
have occurred but for the defendant's forum-state
activity) and legal cause (i.e., the defendant's in-state
conduct gave birth to the cause of action).”
Scottsdale, 887 F.3d at 20-21 (internal quotation marks
omitted). For contract claims, the court considers
“whether the defendant's activity in the forum
state was instrumental either in the formation of the
contract or its breach.” Phillips v. Prairie Eye
Ctr., 530 F.3d 22, 27 (1st Cir. 2008) (internal
quotation marks omitted); see also Gulf Oil Ltd.
P'ship v. Petroleum Mktg. Gr., Inc., 308 F.Supp.3d
453, 459-61 (D. Mass. 2018) (emphasizing that relatedness
depends on the defendant's actions, not where an injury
case, Saliba seeks a declaratory judgment that he is entitled
to the $116, 851.07 that GSS is holding in escrow as payment
for its legal services. Saliba also alleges that GSS is
wrongfully withholding the money in violation of RSA chapter
358-A (New Hampshire's Consumer Protection ...