# BoylstonD3 LLC v. Boylston Brookline LLC

> District Court, D. Massachusetts · December 16, 2019

URL: https://www.frixlaw.com/law-library/cases/10198246

## Case

- **Court:** District Court, D. Massachusetts
- **Decided:** December 16, 2019
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

United States District Court
District of Massachusetts

)
BoylstonD3 LLC, )
)
Plaintiff, )
)
v. ) Civil Action No.
) 19-11489-NMG
Boylston Brookline LLC, )
)
Defendant. )
)

MEMORANDUM & ORDER

GORTON, J.

This case arises out of a Massachusetts Land Court (“Land
Court”) dispute between BoylstonD3 LLC (“Boylston D3” or
“plaintiff”) and Boylston Brookline LLC (“Boylston Brookline” or
defendant”). Plaintiff seeks a declaration that Massachusetts
General Laws, Chapter 156C, § 54 is unconstitutional. Before
this Court is plaintiff’s motion to amend its complaint and
defendant’s motion to dismiss. With slight adjustments and for
the following reasons, both motions will be allowed.
I. Background

A. The Parties

Plaintiff is an LLC organized under the laws of Minnesota
which owns property in Brookline, Massachusetts. Defendant is
an LLC organized under the laws of Massachusetts with its
principal place of business within the Commonwealth.
B. The Initial Dispute

In May, 2019, defendant received a special permit from the
Brookline, Massachusetts Zoning Board of Appeals to develop a
parcel of land that abuts plaintiff’s property. Plaintiff
petitioned the Land Court for judicial review of the Zoning
Board’s decision. In June, 2019, defendant filed a motion to
dismiss in the Land Court, citing plaintiff’s failure to pay the
required annual fee under M.G.L. c. 156C, § 54. Thereafter,
plaintiff registered with the Secretary of State and paid the
requisite fee. In September, 2019, the Land Court denied
defendant’s motion and allowed plaintiff to proceed with its
appeal.
Plaintiff seeks a declaratory judgment that M.G.L. c. 156c,
§ 54 is unconstitutional. Massachusetts law requires out-of-
state corporations to register and pay an annual fee of $500 in
order to do business within the Commonwealth. If an out-of-
state corporation fails to register, pursuant to § 54, the
Commonwealth can fine it and bar its access to state courts,
with some exceptions.
Plaintiff’s initial complaint alleges that the registration

and fee requirement imposed on out-of-state corporations
violates the Fourteenth Amendment’s Privileges and Immunities
Clause, the Equal Protection Clause and the guarantee of Due
Process.
II. Plaintiff’s Motion to Amend and Substitute Parties

Plaintiff requests leave to amend its complaint and to add
the Secretary of the Commonwealth as a defendant. Federal Rule
of Civil Procedure 15(a)(2) allows a party to amend its
complaint with the court’s leave and provides that “[t]he court
should freely give leave when justice so requires.” Because the
plaintiff challenges the constitutionality of a state statute,
it submits that the Massachusetts Secretary of State is a proper
defendant and seeks leave to amend its complaint to add the
Secretary as a defendant. It does not specifically move to
dismiss its claim against Boylston Brookline. Plaintiff will be
allowed to amend its complaint to add the Secretary as a
defendant and, for the reasons that follow, the claims against

Boylston Brookline will be dismissed.
III. Defendant’s Motion to Dismiss

Article III contains certain restrictions with respect to
cases properly brought before federal courts. A federal court
may hear only cases and controversies in which 1) the plaintiff
has suffered (or will suffer) an articulable injury, 2) the
injury is fairly traceable to the defendant’s conduct and 3) it
is likely the injury will be redressed by a favorable decision.
See e.g. Bennet v. Spear, 520 U.S. 154, 167 (1997). Here, there
is no causal connection between the alleged constitutional
injury and the conduct of Boylston Brookline. Plaintiff has
been allowed to continue with its case in the Land Court and has

paid the filing fee required by M.G.L. c. 156c, § 54. It
acknowledges that no case or controversy exists between it and
the original defendant with respect to the constitutionality of
the subject statute. Defendant’s motion to dismiss will,
therefore be allowed.
ORDER

1) The motion of Boylston Brookline LLC to dismiss (Docket No.
11) is ALLOWED;

2) the motion of BoylstonD3 to amend its complaint to add the
Secretary of the Commonwealth as a defendant (Docket No.
16) is ALLOWED;

3) all claims against the original defendant, Boylston
Brookline LLC, are DISMISSED; and

4) The new defendant, the Secretary of the Commonwealth of
Massachusetts, (whose counsel has already entered an
appearance per Docket No. 20), is directed to file
responsive pleadings within 14 days after the plaintiff
files its amended complaint naming the Secretary as the
sole defendant.

So ordered.

/s/ Nathaniel M. Gorton
Nathaniel M. Gorton
United States District Judge
Dated December 16, 2019

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10198246. Public record. Not legal advice.