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Awan v. Aroostook Medical Center

October 19, 2009


The opinion of the court was delivered by: Morrison C. England, Jr. United States District Judge


Plaintiff Najam Awan, M.D. seeks injunctive and monetary relief from Defendants The Aroostook Medical Center ("TAMC"); Horizons Health Services ("Horizons"), a division of TAMC; Glenda Dwyer, R.N., Vice President of Physician Services for TAMC; Jay Reynolds, Chief Operating Officer and Chief Medical Officer for TAMC; Eastern Maine Healthcare Systems ("EMHS"); Kathy Lancaster, Manager of CV Services at TAMC and Horizons; and David Peterson, President and CEO of TAMC, for claims of breach of contract; intentional interference with contractual relations, business relationships, and with economic expectation; injunctive relief; negligent failure to supervise; and defamation.

Presently before the Court is Defendants' Motion to Dismiss for Lack of Personal Jurisdiction pursuant to Fed. R. Civ. P. 12(b)(2), Improper Venue pursuant to Fed. R. Civ. P. 12(b)(3), and Failure to State a Claim pursuant to Fed. R. Civ. P. 12(b)(6), or to Transfer Venue pursuant to 28 U.S.C. § 1404(a). For the reasons set forth below, the Court GRANTS Defendants' Motion to Dismiss for Lack of Personal Jurisdiction.*fn1


Plaintiff Najam Awan, M.D. ("Plaintiff") is a resident of Sacramento County, California. (Compl. ¶ 3.) Plaintiff was previously employed as a cardiologist at TAMC. Plaintiff sues TAMC, Horizons, Glenda Dwyer, Jay Reynolds, EMHS, Cathy Lancaster, and David Peterson for events occurring during and after his employment with TAMC. TAMC and EMHS are Maine nonprofit corporations doing business in Maine. (Compl. ¶¶ 4, 8.) The residency of the other defendants is not alleged. Plaintiff was employed at TAMC pursuant to an employment contract from November 26, 2006, to December 25, 2009. (Compl. ¶ 12.) The employment contract provided that Plaintiff would receive a "productivity bonus" for patient services that generated an excess of certain amounts of patient revenue for TAMC. (Compl. ¶ 13.)

Plaintiff alleges that during his employment TAMC interfered with Plaintiff's ability to earn the productivity bonus by referring cardiovascular patients to a private physician in town rather than to Plaintiff. He "politely protested" this situation to his employer. (Compl. ¶ 13.) Plaintiff also had discussions with TAMC "urging them to have more and better durable medical equipment for cardiovascular patients so he could provide better care for them." (Compl. ¶ 14.)

Following several months of these discussions, on or about April 4, 2008, Defendants gave Plaintiff a written notice that his employment would be terminated without cause effective October 1, 2008. (Compl. ¶ 15.) Later, on or about June 18, 2008, Plaintiff met with Defendant Dwyer. Dwyer requested that Plaintiff either sign an agreement that Defendants called "Addendum to Contract," or leave TAMC's employ immediately. (Compl. ¶ 16.) Plaintiff agreed to sign the document. The Addendum provided that Plaintiff would leave TAMC and stop seeing patients as of June 20, 2008, at which time he would become a "casual part-time employee," but would continue to be paid under his contract "until [he is] employed as a Cardiologist by another company or ... on October 1, 2008, whichever occurs first." (Compl. ¶ 17.)

On or about August 1, 2008, Plaintiff began employment with Prevea Health in Green Bay, Wisconsin. Plaintiff contends that he worked as an internist for Prevea Health, not as a cardiologist. (Compl. ¶ 18.) On or about August 20, 2008, Defendant Dwyer sent Plaintiff a letter informing him that his employment and salary with TAMC were being terminated effective July 31, 2008, due to his obtaining further employment as a cardiologist. (Compl. ¶ 19.) Plaintiff alleges that he, both personally and through counsel, informed Defendants that said termination was not warranted because he was not employed as a cardiologist at any time through September 30, 2008. However, Defendants maintained that they terminated the contract early because they believe Plaintiff was practicing as a cardiologist for Prevea Health. (Compl. ¶ 20.)

On or about January 2, 2009, Plaintiff found prospective employment in California with Cardiovascular Consultants of Napa Valley, which involved getting privileges at hospitals in which the group practiced. (Compl. ¶ 21.) Plaintiff alleges that in February 2009, TAMC "falsely stated to the hospital in California where [Plaintiff] needed to have privileges in order to work for the prospective employer, that [Plaintiff]'s 'interpersonal, interactive style' was 'demeaning and demoralizing.'" (Compl. ¶ 22.) These allegedly "false and malicious statements" were made by TAMC in a written letter to the hospital's credentialing committee. (Compl. ¶ 22.) Plaintiff alleges the letter was in retaliation for demanding the salary he believed was due under the "Addendum to Contract," as well as for his "continually requesting that TAMC procure durable medical equipment that would ensure the safety of patients and refer additional cardiology patients to him so [he] could realize the bonus provided in his contract." (Compl. ¶ 22.)

Plaintiff further alleges he applied to "at least 100 potential employers in 2008-2009" but was not granted any interviews until he was interviewed by Cardiovascular Consultants of Napa Valley. (Compl. ¶ 23.) Plaintiff claims that TAMC further retaliated against him by "refusing to respond to inquiries by prospective employers to whom Plaintiff has sent applications for employment." (Compl. ¶ 24.) Plaintiff contends that "a number of prospective employers informed [him] that no response was made by TAMC to their letter of inquiry." (Compl. ¶ 24.)

Plaintiff further alleges that in or about May or June 2009, Defendant Reynolds reported to a hospital that "although he was medically competent, [Plaintiff] was 'disruptive,' which caused that hospital to investigate further before it would consider granting [Plaintiff] privileges." (Compl. ¶ 25.)

Plaintiff filed the present action on June 22, 2009, alleging breach of the employment contract, breach of the "Addendum to Contract," intentional interference with contractual relations, business relationships and prospective economic advantage, injunctive relief, negligent failure to supervise, and defamation. Defendants now move to dismiss all Claims for Lack of Personal Jurisdiction, Improper Venue, and Failure to State a Claim, or in the alternative, to Transfer Venue.


Pursuant to Federal Rule of Civil Procedure 12(b)(2), a party may seek dismissal of an action for lack of personal jurisdiction. Fed. R. Civ. P. 12(b). Once a party seeks dismissal under Rule 12(b)(2), the plaintiff has the burden of demonstrating that personal jurisdiction exists. Sher v. Johnson, 911 F.2d 1357, 1361 (9th Cir. 1990). Where, as here, the motion is based on written materials rather than an evidentiary hearing, "the plaintiff need only make a prima facie showing of jurisdictional fact." Id. In such cases, "[the court] only inquire[s] into whether [the plaintiff's] pleadings and affidavits make a prima facie showing of personal jurisdiction." Caruth v. International Psychoanalytical Ass'n, 59 F.3d 126, 128 (9th Cir. 1995). Although the plaintiff cannot "simply rest on the bare allegations of its complaint," Amba Marketing Systems, Inc. v. Jobar International, Inc., 551 F.2d 784, 787 (9th Cir. 1977), uncontroverted allegations in the complaint must be taken as true. AT&T v. Compagnie Bruxelles Lambert, 94 F.3d 586, 588 (9th Cir. 1996). Conflicts between parties over statements contained in affidavits must be resolved in the plaintiff's favor. Id.; see Bancroft & Masters, Inc. v. Augusta Nat'l, Inc., 223 F.3d 1082, 1087 (9th Cir. 2000).

Where, as here, there is no applicable federal statute governing personal jurisdiction, the district court applies the law of the state in which the district court sits. See Fed. R. Civ. P. 4(k)(1)(A); Panavision Int'l, L.P. v. Toeppen, 141 F.3d 1316, 1320 (9th Cir. 1998).

California's long-arm jurisdictional statute reads: "A court of this state may exercise jurisdiction on any basis not inconsistent with the Constitution of this state or of the United States." Cal. Civ. Proc. Code § 410.10. Because this statutory limitation is coextensive with federal due process requirements, the jurisdictional analyses under state law and federal due process are the same. See Panavision, 141 F.3d at 1320 (citing Cal. Civ. Proc. Code § 410.10). For a court to exercise personal jurisdiction over a nonresident defendant, that defendant must have at least "minimum contacts" with the relevant forum such that the exercise of jurisdiction "does not offend traditional notions of fair play and substantial justice." International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945) (internal quotation marks and citation omitted). The defendant's "conduct and connection with the forum State" must be such that the defendant "should reasonably anticipate being haled into court there." World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 567, 62 L.Ed. 2d 490 (1980). Ordinarily, each defendant's "contacts" with the forum state must be assessed individually. Calder v. Jones, 465 U.S. 783, 790, 104 S.Ct. 1482, 79 L.Ed. 2d 804 (1984).


A court may exercise either general or specific personal jurisdiction over a nonresident defendant. Helicopteros Nacionales de Colombia S.A. v. Hall, 466 U.S. 408, 414 nn. 8-9, 104 S.Ct. 1868, 1872 nn. 8-9, 80 L.Ed. 2d 404 (1984).

General jurisdiction applies where a defendant's activities in the state are "substantial" or "continuous and systematic," even if the cause of action is unrelated to those activities. Data Disc., Inc. v. Systems Tech. Assoc., 557 F.2d 1280, 1286 (9th Cir. 1977) (internal quotations omitted). Where general jurisdiction is inappropriate, a court may still exercise specific jurisdiction if the defendant has sufficient contacts with the forum state in relation to the cause of action. Id.

Plaintiff does not contend that there is general jurisdiction over any of the defendants here; he argues only for specific jurisdiction. (Pl.'s Opp'n 13.) Under the Ninth Circuit's three-prong test, a court may exercise specific personal jurisdiction over a nonresident defendant when:

(1) the nonresident defendant purposefully directs its activities or consummates some transaction with the forum or a forum's resident or performs some act by which it purposefully avails itself of the privilege of conducting activities in the forum, thereby invoking the benefits and protections of its laws;

(2) the plaintiff's claim arises out of or relates to the defendant's forum-related activities; and

(3) the forum's exercise of personal jurisdiction comports with fair play and substantial justice (i.e., reasonableness).

Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 801-802 (9th Cir. 2004).

The plaintiff bears the burden of satisfying the first two prongs of the test. Sher, 911 F.2d at 1361. If the plaintiff fails to satisfy either of these prongs, personal jurisdiction is not established in the forum state. If the plaintiff succeeds in satisfying both of the first two prongs, the burden then shifts to the defendant to "present a compelling case" that the exercise of jurisdiction would not be reasonable.*fn3 Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476-78, 105 S.Ct. 2174, 85 L.Ed. 2d 528 (1985).

A. Purposeful Availment or Direction

1. General Principles

Under the first prong of the Ninth Circuit's three-part specific jurisdiction test, a plaintiff must establish that the defendant either purposefully availed itself of the privilege of conducting activities in California, or purposefully directed its activities toward California. While the Court often uses the phrase "purposeful availment," to include both purposeful availment and purposeful direction, availment and direction are, in fact, two distinct concepts. A purposeful availment analysis is most often used in suits sounding in contract.

A purposeful direction analysis, on the other hand, is most often used in suits sounding in tort. Schwarzenegger, 374 F.3d at ...

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