UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
CLAUDE V. OFFRAY, III, et al. , Plaintiff s ,

v. MARTIN S. GOLDMAN, et al. , Defendant s
. Case No. 1 9

- cv - 3739 ( CRC )

MEMORANDUM OPINION New York resident Victor Offray retained a New Jersey law firm to investigate the death of his father and protect his family’s interests in the disposition of the resulting estate in New Jersey. T he retainer agreement with the firm was neither negotiated n or signed in the District of Columbia, and none of the firm’s services were performed here . Yet , Offray has sued the firm and two of its part ners in this C ourt for malpractice . Offray asks the Court to exercise specific personal jurisdiction over the defendants on the sole theory that they knowingly conducted business with residents of the District of Columbia

— namely, Offray’s wife and two children , who join him as plai n tiffs in the suit even tho ugh they were n ot parties to the retainer agreement

. Because t hat assertion cannot support haling out

- of

- state residents into this Court , and because the Offray s offer no other facts c onnecting the firm’s services to this forum , the Court must grant the defendants’ motion to dismiss th e case for lack of personal jurisdiction.

I. Background
P laintiffs are four members of the Offray family who have sued their former lawyers at Harkavy, Gold man, Goldman & Gerstein ( “ HGG&G ” ), a New Jersey

- based law firm , a s well as2 the firm itself

. 1 Each of the individual defendants , named partners at HGG&G, works in the firm’s West Caldwell, New Jersey office and is licensed to practice law in New Jersey, New York , or both. Am. Compl. ¶¶ 12

– 14. None of them are alleged to reside or hold licenses in the District of Columbia

. Id. In June 2017, Claude “Victor” Offray , III

— a New York resident

— executed a service agreement with HGG&G for legal work related to the death of his father, Claude Offray , Jr

. I d. at ¶ 1 6

. The three other plaintiffs ( Victor’s wife Patrizia and their children, Claude IV and Sharon) did not sign the agreement, but did attend several meetings with the defendants in New Jersey. Pl s .’ Opp’n 2 ; 2 Gerstein Aff. ¶ 16

. They are residents of D.C

. Am. Compl. ¶¶ 9

– 11. Plaintiffs allege that i n exchange for a $100,000 fee, the firm agreed to provide legal services to the Offrays in five separate matters: (1) a civil law suit in New Jersey state court related to Claude Jr.’s will ; (2) a homicide investigation in to Claude Jr. ’s death in New Jerse y; (3) a fee arbitration and negotiation with the family’s former counsel in New Jersey; (4) a search for assets in Claude Jr. ’s estate related to the 2002 sale of the family business in New Jersey; and (5) the prevention of any alterations to the m arital t rust or will of Gloria Offray ( Claude Jr.’s widow , presumably ) that would alter the division of assets among Claude Jr.’s heirs in New Jersey . Am. Comp. ¶ 19; Pls.’ Opp’n 2 ; Renewed Mot. to Dismiss 3 ; Gerstein Aff. ¶ 8

. T he Offrays allege that th e defendants’ committed malpractice in several ways. First, they claim that HGG&G charged them to investigate Claude Jr.’s death for the possibility of a wrongful death claim , even though the statute of limitations on such a claim in New Jersey ha d

1 Unless otherwise noted, all facts are drawn from the Amended Complaint and taken as true for the purposes of resolving the defendants’ motion to dismiss.

2 As p laintiffs failed to paginate the opposition, the Court will rely on ECF pagination.3 already expired

. Compl. ¶¶ 30, 39

– 41. Second, they contend that HGG&G failed to perform
any work relat ed to the fee dispute with their previous lawyers , the search for assets in Claude
Jr.’s estate , or the preservation of his widow’s assets

. Id. ¶¶ 31

– 3 3. Third, the Offrays allege that HGG&G mismanaged the settlement of the state court civil suit

— causing the family members to recover less money than they should have

— and that the firm falsely claimed it was not hired to represent the family’s interest s i n that action

. Id. ¶¶ 34

– 35. Finally, the Offrays complain that the firm breached their fee arrangement by charging additional sums on top of t he initial $100,000 payment , which they claim was a flat fee to see all five matters through to completion

. Id. ¶¶ 20, 36

– 38. On February 14, 2020, the d efendants moved to dismiss the complaint on three grounds: (1) that th is Court lacks personal jurisdiction over them ; (2) that the District of Columbia is an improper venue regardless; a nd (3) that p laintiffs have failed to state a claim

. When p laintiffs’ deadline to op pose the motion passed, the Court ordered them to show cause in writing why the motion should not be granted as conceded under Local Civil Rule 7(b). Minute Order (Mar. 16, 2020). Plaintiffs ’ counsel responded that he had not filed the opposition due to difficulties in getting the supporting affidav its from his clients notarized

. Pls.’ Response to Order to Show Cause (Mar. 23, 2020), ECF No. 8 . After reminding counsel that notarized affidavits a re not required to support motions or oppositions in federal court, the Court gave p laintiffs two additio nal weeks, until April 6, 2020, to file their opposition. Minute Order (Mar. 23, 2020)

. That deadline, too, came and went. Counsel belated ly moved for another extension, this time on the ground that he had suffer e d an unspecified illness and neithe r he nor anyone else in his law firm could prepare the opposition. Pls.’ Mot. for Extension of Time ( Apr. 7, 2020), ECF No. 9. The Court obliged and granted a further 10

- day extension

. Minute Order (Apr. 9, 2020). Then,4 the day after that extende d due date, rather than file the promised opposition, plaintiffs filed an amended complaint

. T he new complaint included a few additional paragraphs but failed to add any facts pertinent to the jurisdictional deficiencies identified in defendants’ motion. Defendants thus renewed their mo tion to dismiss. With briefing on the motion finally complete,
t he Court concludes it lacks personal jurisdiction over the New Jersey

- based d efendants and , accordingly, will dismiss the case without considering the other grounds for dismissal

.

II. Legal Standards On a motion to dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2), plaintiff s bear the burden of “establishing a factual basis for the exercise of personal jurisdiction over the defendant.” Crane v. N.Y. Zoological Soc ’y , 894 F.2d 454, 456 (D.C. Cir. 1990). The y must allege specific acts connecting the defendants with the forum.
Seco nd Amendment Found. v. U.S. Conference of Mayors , 274 F.3d 521, 524 (D.C. Cir. 2001). Conclusory allegations are insufficient. Atlantigas Corp. v. Nisource, Inc. , 290 F. Supp. 2d 34, 42 (D.D.C. 2003). Plaintiffs need not “adduce evidence that meets the s tandards of admissibility reserved for summary judgment and trial; rather, [ they ] may rest [their] arguments on the pleadings, ‘bolstered by such affidavits and other written materials as [they] can otherwise obtain.’” The Urban Inst. v. FINCON Servs. , 68 1 F. Supp. 2d. 41, 44 (D.D.C. 2010) (quoting Mwani v. bin Laden , 417 F.3d 1, 7 (D.C. Cir. 2005)). And while the Court should resolve all factual discrepancies in the plaintiffs’ favor, it is not limited to the allegations in the complaint ; the Court “may receive and weigh affidavits and other relevant matter to assist in determining jurisdictional facts.” Xie v. Sklover & Co., LLC , 260 F. Supp. 3d 30, 37 (D.D.C. 2017) (quoting Khatib v. All. Bankshares Corp. , 846 F. Supp. 2d 18, 26 (D.D.C. 2012)).5 III. Analysi s A federal court sitting in diversity may only exercise personal jurisdiction over a defendant if a state court in the same district would have jurisdiction. See Fed. R. Civ. P. 4(k)(1). T his Court therefore applies D istrict of C olumbia law in resolving questions of personal jurisdiction. Crane , 894 F.2d at 455. Plaintiffs ask the Court to assert specific personal jurisdiction over the defendants pursuant to section 13

- 423(a)(1) of the D.C. longarm statute , which provides that “a court may exercise personal jurisdiction over a person, who acts directly or by an agent, as to a claim for relief arising from the person’s transacting any business ” here

. D.C. Code § 13

- 423(a)(1). The C ourt’s exercise of jurisdiction must also meet the separ ate requirements of constitutional due process

. S ee Brit UW, Ltd. v. Manhattan Beachwear, LLC , 235 F. Supp. 3d 48, 54 (D.D.C. 2017) (quoting United States v. Ferrara , 54 F.3d 825, 828 (D.C. Cir. 1995)) . T he “transacting any business” clause of section 13

- 423(a)(1) has been “ ‘ given an expansive interpretation ’ that is ‘ coextensive with the due process clause

. ’ ” Xie , 260 F. Supp. 3d at 39 (quoting Helmer v. Doletskaya , 393 F.3d 201, 205 (D.C. Cir. 2004)). As a result, t he statutory and constitutional inqu irie s merge , and t he Court need only determine whether the defendants “purposefully established ‘minimum contacts with [the District of Columbia] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice , ’” Helmer , 393 F.3d at 205 (quoting Int’l Shoe Co. v. Washington , 326 U.S. 310, 316 (1945)), and whether the controversy arise s from those contacts , Goodyear Dunlop Tires Operations, S.A. v. Brown , 564 U.S. 915, 919 (2011) ( “specific jurisdiction is confi ned to adjudication of issues deriving from, or connected with, the very controversy that establishes jurisdiction.” (internal quotation marks omitted))

.6 Defendants establish minimum contacts satisfying the constitutional requirements of personal jurisdict ion if they “enter [] into a contract that has a ‘substantial connection’ with the forum.” Helmer , 393 F.3d at 205 (quoting McGee v. Int’l Life Ins. Co. , 355 U.S. 220, 223 (1957)). In actions based on a contract, courts must engage in a context

- specific, fact

- intensive analysis of the parties’ dealings because a contract is “ordinarily but an intermediate step serving to tie up prior business negotiations with future consequences which themselves are the real object of the business transaction.” Burger Ki ng Corp. v. Rudzewicz , 471 U.S. 462, 479 (1985).
Courts weigh such factors as “the parties’ ‘prior negotiations’, the ‘contemplated future consequences’ of the contract, the ‘terms of the contract,’ and ‘the parties actual course of dealing.’ ” Xie , 260 F . Supp. 3d at 40 (quoting Burger King , 471 U.S. at 479 ). Courts also must examine “where the contract was negotiated and formed as well as where contract performance was contemplated.” Geier v. Conway, Homer & Chin

- Caplan, P.C. , 983 F. Supp. 2d 22, 32 (D .D.C. 2013) (quoting Helmer , 393 F.3d at 205). Importantly , “ a contract with a resident of a forum does not by itself establish minimum contacts with the forum.” Helmer , 393 F.3d at 206. Nor is “the foreseeability of causing injury in another State

. . . sufficient to establish the necessary contacts there.” Colli ngsworth v. Drummond Co

. , No. 19

- cv - 1263, 2020 WL 2800612, at *8 (D.D.C. May. 20, 2020) (citing Burger King , 471 U.S. at 474

– 75) ; s ee also Walden v. Fiore , 571 U.S. 277, 290 (2014) (“Mere injury to a forum resident is not a sufficient connection to the for um.”). Rather , the analysis turns on “the defendants’ contacts with the forum ” itself, not simply that plaintiffs reside or were injured there. Walden , 571 U.S. at 285; see also id. (“ [T]he p laintiff cannot be the only link between the defendant and the forum .” ); Forras v. Rauf , 812 F.3d 1102, 1106 (D.C. Cir. 2016) ( “The plain text of subsection (a)(1)

. . . focuses on where the defendant undertook the7 challenged (business) actions, not where the plaintiff felt the injury .” ). W here a contract “was

‘ neither made nor performed in the District, and no services were provided or to be provided here, ’ ” the Court cannot exercise personal jurisdiction over a non - resident defendant e ven if some parties to the contract reside in D.C

. Exponential Biotherapies, Inc. v. Houthoff Buruma
N.V. , 638 F. Supp. 2d 1, 7

– 8 (D.D.C. 2009) (quoting COMSAT Corp. v. Finshipyards S.A.M. , 900 F. Supp. 515, 524 (D.D.C. 1995) )

. Plaintiffs ’ sole argument for asserting personal jurisdiction over defendants is that the lawyers were aware that Victor Offray’s wife and children lived in D.C. when they entered into the service agreement , thus knowingly caus ing a “consequence” here while “[availing] themselves of the benefits of conducting business with citizens of the District.” Am. Co mpl. ¶ 4 ; Pls.’ Opp’n 4

. But as the caselaw discussed above makes clear, that contention is insufficient to establish personal jurisdiction based on a contractual relationship

. See , e.g. , Walden , 571 U.S. at 285; Helmer , 393 F.3d at 206

. P laintiffs have alleged no facts

— beyond the residency of Victor’s wife and their two children

— connecting the service agreement or HGG&G ’s conduct to the District. They acknowledge that the individual defendants are residents of New Jersey licensed to pract ice law in New Jersey and New York and that Victor, the only plaintiff who executed the service agreement , is a resident of New York

. Am. Compl. ¶¶ 8, 12

– 1 4 . And they do not allege that the service agreement contemplated or involved rendering legal servi ces anywhere but New Jersey

. See Am. Comp. ¶ 19 (describing legal services)

. More over, one of the individual defendants has filed an uncontested affidavit indicating that neither he nor the firm solicits or transacts business in the District of Columbia , and that all the firm’s work in the five matters described in the service agreement took place in New Jersey. Gerstein Aff. ¶¶ 2

– 8.8 Based on the allegations in the complaint and the evidence before the Court, then, it is abundantly clear that t h e service agreement was negotiated, formed, and performed entirely outside the District of Columbia

. Nothing in the record suggests that defendants deliberately set out to do business in D.C. , avail themselves of the protection of its laws, or transact an y business here. T he Court therefore lacks pe rsonal jurisdiction over the defendants

. See Geier , 983 F. Supp. 2d at 33 (“When a case arises from breach of contract and there is no allegation that the contract was negotiated, entered into, performed, or b reached in the District of Columbia, specific personal jurisdiction cannot be exercised in the District of Columbia on a claim arising from such a contract.”)

.

IV. Conclusion For the foregoing reasons, the Court will grant defendants’ Motion t o Dismiss. A separate Order will follow

.

CHRISTOPHER R. COOPER United States District Judge
Date: June 23, 2020