help and rose in connection with that expiration of the grounds for finding that the district court for the district of massachusetts had had personal jurisdiction over help in this case are compelling first solicitation and artie's one for twelve years so to rose out of the t s a the first declaration then arose out of the letters that were sent to baskin in massachusetts  thirteen in two thousand and fourteen and the second claim that the washington claim arises out of the agreement in the letters as well because that's so there's a there's a preceding legal question and that is whether the card whether  askin refused to renew the t s a or whether the t s a expired as a result of open roses election not to not to renew it and that is going to drive the decision under the washington statute as so it was funded just so his question would be helping me just that with the renewal of the contract your point now had to perform in massachusetts in many ways what what the what the parties what that's going to actually did there's no question the contract provided for help and rose to sell ice cream and best to robin's franchises in the pacific northwest that's what that's what help unroasted under the counter but under section ten a through ten d of the t s a all of those activities had to be carried out conformance with rules and regulations that were prescribed by basket and could be changed and w be changed and were changed from time to time and those of all the rules and regulations and oversight and product changes all emanated from baskins headquarters and but  right so you're saying that because it moved its headquarters to massachusetts it was convenient that ask to perform those activities here that somehow subjects  it's really not i understand that what happened over the past two years is that this court has refined i think the standard for pol in don't down or in two thousand and fourteen it did it in concert in two thousand and fifteen and didn't copia at the beginning of this year and there are now three basically three questions that go into the determination of ok i still have to answer judge look at this question and i will answer that question and then remind me if i miss i miss a third while what the court emphasized and while this not that the defendant didn't perform services in in the form it's at the point of to and to get back to judge look this is question is what are the  massachusetts yes album rose was now going to have to deal with them in massachusetts but even given that reality they twice decided to renew the agreement and so that was clearly a voluntary decision on their part is that the essence of your yes it's and once you get there this case is heard i mean it's not exactly there were differences in the contract but i can walk through the kinds of services the kinds of oversight that kind of product development calculated he also describes monthly communications between open rows and bask in the message uses concerning openings closings and transfers of franchises and open roses territory the certification of ari who is the global quality assurance manager for bass can appendix at one twenty two three one twenty five describes her regular communication with alvin rose regarding the ice cream samples that help and rose was required to send in knesset use its every quarter and and she has a chart for the last four years of all the detail comments that went back and forth she also describes the essence of regular communications with open rows regarding products that's fixations and for including communications regarding more than five hundred modifications since two thousand and ten the certification of fred fred malone which is the appendix one forty four one five two one fifty four describes the exchanges with open rows two to three times a month regarding the manufacture of the essence wavers of the month and rotating flavors and alpha knows does not does not refute any of that all it king in florida and there's also the french i see you sent somebody to florida to engage in the training program that all takes place in a very intense time period you then you finally get an agreement and then the problems to begin shortly thereafter the agreement is reached the point is that there that the negotiating history was very close in time to the subsequent alleged we should be agreement here the negotiating history whatever it is it is lost in time it has no there's no resemblance to what was going on in burger king a couple of points from number one i don't think the negotiat history that in california nine hundred sixty five has anything to do with this trial what brings it to massachusetts to goshen history and burger king had a want to do with the decision of the supreme court there well it had to do with in the sense that there was an at the end of the day there was an affirmative action to do business with it franchise or in another state understanding what that entailed and there was the same affirmative election here in the renewals they knew exactly what it entailed they've been operating under it for thirty years under the treaty under it for three years with asking the knesset uses so i think i think i'm also not sure that there was there was much if any that took place in florida that may be correct but the person on the other hand that's helping roses co president right brooklyn went to massachusetts when they asked had been purchased by a new parent and met with the new parents this was the year before his election was due in two thousand and seven and the next year he left it to renew so terry i think the question presented in this case is how a transplanted california corporation that chose to move from california to massachusetts thirty three years after this agreement had been executed after had it been amended three times while the company was in california extended five times while that was in california can then come to massachusetts and suggest that because it moved to jurisdiction in addition notice are for the convenience of the party that specifies the notice that post says so the notice provision does not give any notice to alvin rose that it could be held into a court three thousand miles away all it knows that notice could have been from one city in california to another city in california and as we say in our brief if if baskin robbins really wanted to make it voluntary or foreseeable they would have put a venue cla the territory franchise agreement like they do in their individual franchise agreements which require all disputes to be litigated in alpe and rosa's territory in addition to that all of this performance as alleged in the brief whether it's product specifications whether it's remittances they mention customer service line they mentioned shipment of samples they mention access to products specifications and as we say every franchise  contract like this does dissipate some it ministration of the contract outside the jurisdiction but it that doesn't confer jurisdiction here because the focus of this contract was two things did baskin robbins want out of this relationship at the very beginning it wanted a foothold in the pacific northwest and then mr bergen says that was in doubt because the one hundred fifty days of precipitation here they don't know if i scream with sound so alvin rose entered into this relationship and we'd do things manufacture distribute and sell ice cream but only in their assigned territory they couldn't sell a master even if they wanted to because their territory has a restriction it was rationally expanded over time that's what amendments were about during those period of time the second thing that they agreed to do was to recruit and sell franchises which they did and the record reflects that album rose eventually recruited about one hundred seventy five franchisees one hundred six of which are in washington and all of that all of that work all of that focus of the contract was to develop baskin robbins brand and business in the pacific northwest and  michigan king becomes concerned about the defaults in the way that the contract is being performed they worry about its its effect on their of their brand if you will and so contract was formed and during the three times at great times that it was amended massachusetts was a stranger to this contract there's no evidence that masters played any role in the formation of this contract as indeed it is some of the cases that have been issued in the circuit it was a complete stranger and if this court success i'm not saying prairie i stance that this proposition but it suggests that jurisdiction not to be portable that somebody who gets him into court should not have to follow the plaintiff all the way around the country and the second thing is that in burger king the company stay stationary it remained in florida and the franchisee knew that it was dealing with the florida corporation here there was no way for  rose to know that thirty three years into this relationship baskin robbins would pick up and move three thousand miles to go so that is the relocation of baskin robbins was a problem for your client they had ample opportunity to go elsewhere to not to not renew the contract with that ignores sunk costs in the substantial investment they made in developing this territory and the business that they had built up based on their own business as reflected in the record during the previous fifteen years one hundred sixty seven million dollars of wholesale ice cream sales in the pacific northwest and fifty four million dollars of revenue generated by franchisees that they had recruited and supervised in the pacific northwest so to say that it was voluntary for them for it stand isn't really true because in order for them to continue to capitalize on this investment in which they had invested literally fifty years of their experience they had no choice but to send a notice wherever baskin robins indicated and you know as the judge said in this case if the notice had baskin robins had moved to timbuktu or wherever it moved then they would have had to send a notice communications customer complaint situations where they're directed to collin to massachusetts this is the record disclose then the nature and extent of personal trips that are made by al and rose employees to massachusetts yes it does and what it says very specifically is that mr berkley made one courtesy call in massachusetts after the company changed hands there's nothing in the record that there were any substantive discussions or negotiations and had nothing to do with i tracked formation had nothing to do with contract negotiation and nothing to do with i cracked extension it was strictly i think a fair reading of the record would be a courtesy call he wanted to meet the new owners the second contact was by another member of the family or him berkman who serve on something called the brand advisory board which is a valentine every organization of area franchisees that then communicate issues and concerns for the franchise or and i would suggest that these are both what i w call in what while the while richard case suggest is extra contractual activity that just say it was activity within the stay it was not required by the contract it was strictly voluntary and it had nothing to do with the administration of the contract just basically maintaining a relationship between the parties and therefore i don't think it's dispositive i don't think it's even a factor in whether or not there's jurisdiction here in the i suppose if there were enough of it it might be an argument for general jurisdiction but that's ministerial act of extending an agreement which you have an absolute right to extend simply by providing a written notice for that a fact that's not a formation of a contract that's just simply a ministerial act that extends the existing arrangement without change and i think there's a qualitative difference there the second factor is was there any anticipation of services by help in rows in the forum and the answer to that is clearly no  earlier indicated their territory great pleasure you know literally prohibited them from operating in any place other than the four states that eventually became their territory in the pacific northwest and i think that's what what caused the disposition of the decisions in cote copia communication prairie and prairie i because in both of those situations in the case of close your communications that was an internet provider that provided internet services to a hotel in jamaica that was no  some form of administration oversight checking of payments and receipts i think it's fair to say from reading closer communication that receipts of notices and payments is not enough it's the proper focus is where did you  anticipate the or the performance of the contract would occur and in that case it was clearly jamaica and not massachusetts same in prairie eyes which involved an ophthalmologist that was solicited take a job in illinois the issue there was did massachusetts have jurisdiction over the litigation between the employer offer our and the ophthalmologist employee and the answer was that because the parties did not disfavor got them all just would actually see patients in massachusetts but only i has had an interest in that case of enforcing its own wage act which was implicated in that case in cd that seek not be a downer the issue was canadian law versus masters's law the court's decision in case that there wasn't a substantial difference that it wouldn't what i'm saying is that the state of washington has a particular interest in enforcing its own very specific franchise protection scheme that is completely absent in massachusetts we have no such laws in massachusetts so there's a substantial difference between the laws of the jurisdiction in this case which was not present in postcard or in c w that are and then i would also indicate that i think the lack of convenience to out on roads is very significant distance is a factor in his y thousand miles and i think you know this was from our perspective a preemptive lawsuit we are the defacto plaintiff in this case and the issue here is that  subject to ongoing regulation and oversight by burger king from floor following alpine roses two thousand and one in two thousand and seven t f they anticipate that the vast in would provide similar standards specifications and oversight from year out helping rose made a choice to continue to do business with us in knesset uses without asking and it made the same choice in two thousand and seven he you know if you have time for the senate