Old Republic National Title Insurance Company v. Simmons Bank

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

____________________________________

)

OLD REPUBLIC NATIONAL TITLE )

INSURANCE COMPANY, )

)

Plaintiff, )

)

) Civil Action No. 24-CV-12668-AK

v. )

)

SIMMONS BANK, )

)

Defendant. )

)

MEMORANDUM AND ORDER ON DEFENDANT SIMMONS BANK’S

MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION

ANGEL KELLEY, D.J.

This case arises from an insurance indemnification dispute resulting from a fraudulent

real estate transaction involving property located in Massachusetts. Plaintiff Old Republic

National Title Insurance Company (“Old Republic”) brings this action against Defendant

Simmons Bank (“Simmons”) after Simmons allegedly accepted and processed a fraudulent

check. [Dkt. 1.2 at ¶ 11]. Old Republic initially filed suit in Massachusetts Superior Court, and

Simmons timely removed the case to this Court pursuant to 28 U.S.C. § 1332. [Dkt. 1].

Now before the Court is Simmons’ Motion to Dismiss for Lack of Personal Jurisdiction

under Federal Rule of Civil Procedure 12(b)(2). [Dkt. 7]. Simmons contends that it lacks

sufficient contacts with Massachusetts to support the exercise of personal jurisdiction, as the

relevant conduct occurred entirely outside the Commonwealth. [Dkt. 8 at 2]. Old Republic

opposes this motion, asserting that Simmons’ business activities in Massachusetts and the alleged

tortious injury within the state are sufficient to establish jurisdiction. [Dkt. 10 at 8]. For the

reasons set forth below, the Court finds that Old Republic has failed to meet its “burden of

showing that personal jurisdiction is both statutorily authorized and consistent with the

constitutional requirements of due process.” Motus, LLC v. CarData Consultants, Inc., 23 F.4th

115, 121 (1st Cir. 2022). Accordingly, Simmons’ Motion to Dismiss is GRANTED, and the case

is DISMISSED.

I. FACTUAL BACKGROUND

Old Republic is a Florida corporation with its principal place of business in

Massachusetts. [Dkt. 1.2 at ¶ 1]. Simmons is a state-chartered bank headquartered in Arkansas,

where it also maintains its principal place of business. [Id. at ¶ 2]. Simmons does not maintain

any branches, offices, or employees in Massachusetts.1 [Dkt. 10 at 2-3]. However, it has

originated at least 50 mortgage loans in the Commonwealth since 2021, totaling over $20

million. [Dkt. 10 at 3].

On April 12, 2024, an individual impersonating the owner of a property in Methuen,

Massachusetts, used a forged deed to induce Bachir Lib, LLC (“Bachir”) to issue a check for

$180,755.97. [Dkt. 1.2 at ¶¶ 6, 10]. The check was deposited at a Simmons branch in Arkansas,

and the funds were subsequently withdrawn. [Dkt. 8 at 1]. After the fraud was discovered, Old

Republic indemnified Bachir pursuant to its title insurance policy. [Dkt. 1.2 at ¶ 13].

Old Republic filed suit in Massachusetts Superior Court on September 13, 2024, asserting

claims for negligence, breach of duty, and indemnity. [Dkt. 1.2]. Old Republic argues that

Simmons should have rejected the check because the account holder did not exist. [Id. at ¶ 14].

Alternatively, Old Republic claims that Simmons acted negligently by failing to verify the

customer’s identity if an account did exist. [Id. at ¶ 16]. Simmons removed the case to federal

1 Corey Chafin is presently the sole advisor authorized to originate loans in Massachusetts for Simmons, but he is

based out of Simmons’ Poplar Point branch in Memphis, Tennessee – not Massachusetts.

court on October 21, 2024, and moved to dismiss for lack of personal jurisdiction under Rule

12(b)(2). [Dkt. 1; Dkt. 7]. Old Republic opposed the motion, asserting that Simmons’ ongoing

business dealings in Massachusetts—particularly its involvement in numerous mortgages—

establish personal jurisdiction. [Dkt. 10 at 3].

II. LEGAL STANDARD

A motion under Rule 12(b)(2) challenges the Court’s authority to exercise personal

jurisdiction over a defendant. The plaintiff bears the burden of establishing jurisdiction by a

preponderance of the evidence. See Vapotherm, Inc. v. Santiago, 38 F.4th 252, 257 (1st Cir.

2022). Where, as here, the Court decides the motion without an evidentiary hearing, the prima

facie standard applies. Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d

42, 51 (1st Cir. 2002). Under this standard, the Court considers whether the plaintiff has

proffered evidence that, if credited, would support jurisdiction. Baskin-Robbins Franchising

LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016). The Court accepts the plaintiff’s

properly supported facts as true and construes them in the light most favorable to the plaintiff,

but may also consider undisputed facts presented by the defendant. Jet Wine & Spirits, Inc. v.

Bacardi & Co. Ltd., 298 F.3d 1, 4 (1st Cir. 2002).

Although the plaintiff’s burden is “light,” they cannot rely on “mere allegations,” but

must point to specific facts in the record that substantiate their claims. Id. at 8 (citing Daynard,

290 F.3d at 51). Furthermore, “a federal court generally may not rule on the merits of a case

without first determining that it has jurisdiction over the category of claim in suit [for] subject-

matter jurisdiction and [over] the parties [for] personal jurisdiction.” Rodríguez-Rivera v.

Allscripts Healthcare Sols., Inc., 43 F.4th 150, 162 n.8 (1st Cir. 2022) (quoting Sinochem Int’l

Co. Ltd. v. Malaysia Int’l Shipping Corp., 549 U.S. 422, 430-31 (2007)). Accordingly, the Court

must first resolve the jurisdictional question before proceeding to the merits of the case.

III. DISCUSSION

To exercise personal jurisdiction over a nonresident defendant, the Court must find that

the defendant’s contacts with the forum satisfy both the Massachusetts long-arm statute and the

Due Process Clause of the Fourteenth Amendment. Sawtelle v. Farrell, 70 F.3d 1381, 1387 (1st

Cir. 1995). Simmons contends that Old Republic has failed to meet either requirement, and the

Court agrees.

A. Personal Jurisdiction Under the Massachusetts Long-Arm Statute

Simmons is neither incorporated nor headquartered in Massachusetts and thus is not

subject to general jurisdiction. See Exxon Mobil Corp. v. Att’y Gen., 94 N.E.3d 786, 791 (Mass.

2018). Nor do its activities in Massachusetts rise to the level required for general jurisdiction.

See Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 415-16 (1984); Tatro v.

Manor Care, Inc., 625 N.E.2d 549, 554 n.6 (Mass. 1994). Accordingly, the Court considers only

whether specific jurisdiction exists.

The Massachusetts long-arm statute, Mass. Gen. Laws ch. 223A, § 3, enumerates the

circumstances under which a court may assert personal jurisdiction over a nonresident defendant.

Exxon Mobil Corp., 94 N.E.3d at 792-93. Relevant here are subsections (a), (c), and (d), which

authorize jurisdiction where a defendant: (1) transacts business in Massachusetts (§ 3(a)); (2)

causes tortious injury by an act or omission within Massachusetts (§ 3(c)); or (3) causes tortious

injury in Massachusetts through out-of-state conduct while regularly doing or soliciting business

in the Commonwealth (§ 3(d)). Because the long-arm statute may impose stricter limits than

federal due process, the Court must first determine whether jurisdiction is authorized under the

statute before proceeding to a constitutional analysis. See SCVNGR, Inc. v. Punchh, Inc., 85

N.E.3d 50, 52 (Mass. 2017).

1. Transacting Business – § 3(a)

To establish jurisdiction under Mass. Gen. Laws ch. 223A, § 3(a), the defendant must

have purposefully engaged in significant business activities in Massachusetts, and the plaintiff’s

claims must arise from those activities. Tatro, 625 N.E.2d at 551; Power v. Connectweb Techs.,

Inc., 648 F. Supp. 3d 321, 331-32 (D. Mass. 2023). Isolated or attenuated contacts may be

insufficient. Power, 648 F. Supp. 3d at 332.

Here, Old Republic’s claims do not arise from any Massachusetts-based transactions by

Simmons. [Dkt. 8 at 1]. Additionally, Simmons does not advertise, solicit, or maintain facilities

in the Commonwealth, and it has not directly interacted with Old Republic or its insureds in

Massachusetts. [Id. at 4]. While Simmons holds mortgages on Massachusetts properties, Old

Republic has not shown that these activities are sufficiently connected to the alleged tort. [Id. at

3]; see Sun Life Assurance Co. of Canada v. Sun Bancorp, Inc., 946 F. Supp. 2d 182, 188 (D.

Mass. 2012) (holding that passive investment activity did not constitute transacting business

under § 3(a)). Accordingly, § 3(a) does not apply.

2. Causing Tortious Injury – § 3(c)

Mass. Gen. Laws ch. 223A, § 3(c) applies only where the defendant’s act or omission

occurred within Massachusetts. Simmons’ alleged negligence—accepting a fraudulent check—

occurred entirely at its Arkansas branch. [Dkt. 8 at 1]. Thus, § 3(c) is inapplicable.

3. Causing Tortious Injury – § 3(d)

Old Republic also invokes Mass. Gen. Laws ch. 223A, § 3(d), which permits jurisdiction

where a defendant causes tortious injury in Massachusetts through out-of-state conduct, provided

the defendant regularly does or solicits business in the Commonwealth or derives substantial

revenue from goods used or services rendered here. See Keds Corp. v. Renee Int’l Trading

Corp., 888 F.2d 215, 219 (1st Cir. 1989).

Old Republic argues that Simmons’ mortgage portfolio in Massachusetts generates

hundreds of thousands of dollars in revenue. [Dkt. 10 at 13]. But courts assess not only the

absolute dollar amount, but also its significance relative to the defendant’s overall operations.

See Mark v. Obear & Sons, Inc., 313 F. Supp. 373, 375-76 (D. Mass. 1970). Here, Simmons’

Massachusetts revenue represents a small fraction of its national business. Moreover, Simmons

is not registered to do business in Massachusetts, does not solicit customers here, and lacks any

physical presence in the state. [Dkt. 8 at 4, 14]. Thus, even assuming arguendo that Old

Republic suffered a tortious injury in Massachusetts, Simmons’ limited and indirect economic

activity in the Commonwealth does not satisfy § 3(d). See Good Hope Indus., Inc. v. Ryder

Scott Co., 389 N.E.2d 76, 80 (Mass. 1979) (requiring purposeful availment and a discernible

nexus between the defendant’s conduct and the forum).

Because Old Republic has not demonstrated that any provision of the long-arm statute

applies, the Court lacks statutory authority to exercise jurisdiction. Nonetheless, for

completeness, the Court proceeds to the constitutional analysis.

B. Personal Jurisdiction Under the Due Process

The Due Process Clause of the Fourteenth Amendment limits a court’s authority to

exercise personal jurisdiction over a nonresident defendant. To satisfy due process, a plaintiff

must establish either general or specific jurisdiction, each requiring distinct legal showings. See

United States v. Swiss Am. Bank, Ltd., 274 F.3d 610, 618 (1st Cir. 2001).

1. General Jurisdiction

General jurisdiction exists when a defendant’s contacts with the forum state are so

“continuous and systematic” that the entity is essentially “at home” there. Daimler AG v.

Bauman, 571 U.S. 117, 127 (2014) (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown,

564 U.S. 915, 919 (2011)). For corporations, this typically means being incorporated or having a

principal place of business in the forum. See Daimler AG v. Bauman, 571 U.S. 117, 137 (2014).

Courts assess general jurisdiction holistically, considering the totality of a defendant’s in-state

activities. See BNSF Ry. Co. v. Tyrrell, 581 U.S. 402, 414 (2017).

Simmons does not meet this standard. It is incorporated and headquartered in Arkansas,

has no physical presence in Massachusetts, and does not employ personnel or solicit business in

the Commonwealth. [Dkt. 8 at 4]. Its mortgage holdings in Massachusetts represent less than

one percent of its overall lending portfolio—insufficient to render it “at home” in the state. See

Kuan Chen v. United States Sports Acad., Inc., 956 F.3d 45, 57 (1st Cir. 2020). As the Supreme

Court has emphasized, courts should refrain from “stretch[ing]” general jurisdiction beyond

traditionally recognized limits. Daimler, 571 U.S. at 132. Accordingly, Simmons Bank is not

“essentially at home” in Massachusetts, and Old Republic cannot rely on general jurisdiction to

establish personal jurisdiction.

2. Specific Jurisdiction

Specific jurisdiction is claim-specific and requires that the defendant’s forum-related

conduct gave rise to the plaintiff’s claims. See Ford Motor Co. v. Montana Eighth Jud. Dist. Ct.,

592 U.S. 351, 359 (2021). Courts apply a three-part test: (1) relatedness, (2) purposeful

availment, and (3) reasonableness. See Astro-Med, Inc. v. Nihon Kohden Am., Inc., 591 F.3d 1,

9 (1st Cir. 2009). The Court addresses each factor in turn.

a) Relatedness

The relatedness prong requires that the plaintiff’s claims arise directly from the

defendant’s in-state conduct. Swiss Am. Bank, 274 F.3d at 620-21. Here, Old Republic’s claims

stem from Simmons’ acceptance of a fraudulent check in Arkansas, not from any activity

Simmons conducted in Massachusetts. [Dkt. 8 at 1]. Its mortgage lending in the Commonwealth

is unrelated to the transaction at issue and played no role in the alleged tort. [Id. at 5]. Without a

causal link between Simmons’ forum contacts and the claims asserted, relatedness is lacking.

b) Purposeful Availment

Purposeful availment requires that the defendant deliberately engaged in significant

activities within the forum, such that it could reasonably anticipate being haled into court there.

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475-76 (1985). Simmons does not advertise,

solicit, or maintain a presence in the state. [Dkt. 8 at 4]. The fraudulent transaction occurred

entirely outside Massachusetts and was not the result of any forum-directed conduct. [Id. at 1].

Courts routinely reject jurisdiction where a defendant’s contacts are passive or incidental. See,

e.g., Walden v. Fiore, 571 U.S. 277, 290 (2014).

c) Reasonableness

Even if the first two prongs were satisfied, and they are not, the Court must still assess

whether exercising jurisdiction would be reasonable. World-Wide Volkswagen Corp. v.

Woodson, 444 U.S. 286, 292 (1980). This involves a balancing of several factors, including the

burden on the defendant of litigating in the forum, the forum state’s interest in resolving the

dispute, the plaintiff’s interest in obtaining convenient and effective relief, the judicial system’s

interest in efficiently resolving controversies, and the shared interests of the states in furthering

substantive social policies. Baskin-Robbins, 825 F.3d at 40 (quoting Ticketmaster-N.Y., Inc. v.

Alioto, 26 F.3d 201, 209 (1st Cir. 1994)). These considerations are applied flexibly: when the

plaintiff’s case for jurisdiction based on relatedness and purposeful availment is weak, the

threshold for showing that jurisdiction would be unfair is correspondingly lower. Id.

Here, requiring Simmons to litigate in Massachusetts would impose a substantial burden,

as its operations, witnesses, and records are located elsewhere. Massachusetts has limited

interest in adjudicating a dispute involving out-of-state conduct, particularly where the injured

party has already been compensated. Forcing Simmons to defend itself in this forum would

offend traditional notions of fair play and substantial justice.

IV. CONCLUSION

For the foregoing reasons, the Court concludes that it lacks personal jurisdiction over

Simmons Bank. Simmons’ Motion to Dismiss [Dkt. 7] is therefore GRANTED, and the case is

DISMISSED.

SO ORDERED.

Dated: June 23, 2025 /s/ Angel Kelley

Hon. Angel Kelley

United States District Judge