Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc.

United States Court of Appeals
For the First Circuit

No. 15-2190

BASKIN-ROBBINS FRANCHISING LLC,

Plaintiff, Appellant,

v.

ALPENROSE DAIRY, INC.,

Defendant, Appellee.

APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS

[Hon. George A. O'Toole, Jr., U.S. District Judge]

Before

Howard, Chief Judge,
Selya and Lipez, Circuit Judges.

Peter J. Klarfeld, with whom Eric L. Yaffe, Julia C.
Colarusso, and Gray, Plant, Mooty, Mooty & Bennett, P.A. were on
brief, for appellant.
Eric H. Karp, with whom Ari N. Stern and Witmer, Karp, Warner
& Ryan LLP were on brief, for appellee.

June 6, 2016
 SELYA, Circuit Judge. This bi-coastal commercial

dispute requires us to test the outer limits of a court's in

personam jurisdiction, consistent with the constraints of the Due

Process Clause. See U.S. Const. amend. XIV, § 1. The district

court concluded that the defendant lacked sufficient contacts with

the forum state (Massachusetts) to permit the exercise of

jurisdiction and, accordingly, dismissed the action. See Baskin-

Robbins Franchising, LLC v. Alpenrose Dairy, Inc., No. 14-13771,

2015 WL 5680332, at *2 (D. Mass. Sept. 25, 2015). Concluding, as

we do, that the district court miscalibrated the jurisdictional

scales, we reverse.

I. BACKGROUND

Baskin-Robbins Franchising LLC (Baskin-Robbins) is a

Delaware special purpose limited liability company, which

maintains its principal place of business in Canton,

Massachusetts. It franchises independent persons and entities to

operate ice cream stores. Alpenrose Dairy, Inc. (Alpenrose) is a

dairy products manufacturer incorporated in Oregon and

headquartered in Portland.

In 1965, Baskin-Robbins' predecessor in interest,

Baskin-Robbins Inc. entered into a territorial franchise agreement

(the Agreement) with Alpenrose. At the time, Baskin-Robbins Inc.

had its principal place of business in Glendale, California. The

negotiations surrounding the formation of the Agreement took place

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in California. When consummated, the Agreement gave Alpenrose the

right to operate Baskin-Robbins franchises in Washington and

Oregon for a six-year term, commencing on December 9, 1965.

Subject to other conditions not relevant here, the Agreement gave

Alpenrose an option to renew the franchise for successive six-year

terms as long as it also furnished written notice to Baskin-Robbins

at least one year prior to the expiration of the current term.

The Agreement obligated Alpenrose to comply with Baskin-

Robbins' ever-changing specifications, recipes, and processes for

the manufacture of ice cream products. It likewise bound Alpenrose

to a set of specific procedures for operating Baskin-Robbins

stores. These obligations required Alpenrose to have a certain

amount of ongoing communication and coordination with Baskin-

Robbins.

As might be expected, the Agreement controlled the

financial relationship between the parties. It required Alpenrose

to pay royalties to Baskin-Robbins based on monthly sales. The

money stream flowed in both directions: Alpenrose recruited other

franchisees for Baskin-Robbins, and the Agreement obligated

Baskin-Robbins to make monthly remittances to Alpenrose based on

royalties received by Baskin-Robbins from those franchisees.

Between 1973 and 1985, the parties amended the Agreement

three times. These amendments expanded Alpenrose's franchise

territory to include Montana and parts of Idaho. At the time of

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each amendment, Baskin-Robbins remained headquartered in

California. All material discussions and negotiations concerning

the amendments took place in Oregon (Alpenrose's home state).

Alpenrose exercised its renewal options without incident

on five occasions. Throughout this decades-long period, Baskin-

Robbins underwent several ownership changes. Around 1998 — some

thirty-three years after Baskin-Robbins and Alpenrose first

executed the Agreement — the current owners moved Baskin-Robbins'

headquarters from California to Massachusetts.

In 2001 (as it had done every six years since 1965),

Alpenrose sent Baskin-Robbins formal notice of its election to

renew the Agreement. Alpenrose directed this notice to Baskin-

Robbins' newly relocated headquarters in Massachusetts. The

Agreement was thus extended for yet another six-year term.

In 2006, the ownership of Baskin-Robbins' parent company

again changed hands.1 Baskin-Robbins' headquarters remained in

Massachusetts and, in November of 2007, Alpenrose renewed the

Agreement for another six-year term (running from December 9, 2008

to December 8, 2014). This renewal notice — like the immediately

preceding renewal notice — was sent to Baskin-Robbins in

Massachusetts.

1
It was at this point that Baskin-Robbins Franchising LLC was
formed. That entity thus became the successor in interest to
Baskin-Robbins Inc.

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 Under the provisions of the Agreement, Alpenrose had

until December 8, 2013 to notify Baskin-Robbins of its intent to

renew for a further six-year term. On December 2, 2013, Alpenrose

informed Baskin-Robbins that it did not intend to renew the

Agreement, stating: "[P]lease consider this our one year notice of

intent to not renew. . . . [M]aybe it's time to take a slightly

different direction." Baskin-Robbins did not formally acknowledge

that the Agreement would lapse, but the parties began negotiating

the terms of Alpenrose's transition out of the franchise

arrangement. The negotiations stalled and, on July 22, 2014,

Alpenrose wrote to Baskin-Robbins, stating that it wished to

"revoke" its decision not to renew. Instead, it requested another

six-year extension of the Agreement, to begin when the current

term expired (that is, on December 8, 2014). Alpenrose later

warned that it would otherwise be entitled to fair compensation

under the Washington Franchise Investment Protection Act, see

Wash. Rev. Code § 19.100.180(2)(i).

Baskin-Robbins responded that Alpenrose had waited too

long and was no longer entitled to renew the Agreement. At the

same time, it rejected Alpenrose's suggestion that any

compensation was due in consequence of the non-renewal of the

franchise. Then — with an impasse in the offing — Baskin-Robbins

raced to the United States District Court for the District of

Massachusetts and sued for a judicial declaration that "the

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[Agreement] and all of Alpenrose's rights associated therewith

will expire on December 8, 2014," and that "Alpenrose is not

entitled to any compensation in connection with the expiration of

the [Agreement]." The record sheds no light on the current status

of the parties' commercial relationship.

Alpenrose moved to dismiss for lack of personal

jurisdiction and improper venue, see Fed. R. Civ. P. 12(b)(2),

(3), or in the alternative to transfer venue to the United States

District Court for the Western District of Washington, see 28

U.S.C. § 1404(a). Baskin-Robbins opposed both motions. After

considering the parties' arguments, the district court dismissed

the case for want of in personam jurisdiction. See Baskin-Robbins

Franchising, 2015 WL 5680332, at *2. The court concluded that

"nothing in [the parties'] history . . . suggests that Alpenrose

intended to purposefully avail itself of the privilege of

conducting business within Massachusetts." Id.

This timely appeal followed.

II. ANALYSIS

"Where, as here, a district court dismisses a case for

lack of personal jurisdiction based on the prima facie record,

rather than after an evidentiary hearing or factual findings, our

review is de novo." C.W. Downer & Co. v. Bioriginal Food & Sci.

Corp., 771 F.3d 59, 65 (1st Cir. 2014). In conducting this de

novo review, we are not bound by the district court's reasoning

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but, rather, may affirm the judgment for any reason made evident

by the record. See Phillips Exeter Acad. v. Howard Phillips Fund,

Inc., 196 F.3d 284, 288 (1st Cir. 1999).

The plaintiff has the burden of establishing that

jurisdiction over the defendant lies in the forum state. See

Adelson v. Hananel, 510 F.3d 43, 48 (1st Cir. 2007). "Faced with

a motion to dismiss for lack of personal jurisdiction, a district

court 'may choose from among several methods for determining

whether the plaintiff has met [its] burden.'" Id. (alteration in

original) (quoting Daynard v. Ness, Motley, Loadholt, Richardson

& Poole, P.A., 290 F.3d 42, 50-51 (1st Cir. 2002)). Here, the

district court employed the prima facie method, which requires no

differential factfinding; rather, this method requires only that

a plaintiff proffer evidence which, taken at face value, suffices

to show all facts essential to personal jurisdiction. See id.;

Foster-Miller, Inc. v. Babcock & Wilcox Can., 46 F.3d 138, 145

(1st Cir. 1995).

For the purpose of examining the merits of such a

jurisdictional proffer, we — like the district court — take the

facts from the pleadings and whatever supplemental filings (such

as affidavits) are contained in the record, giving credence to the

plaintiff's version of genuinely contested facts. See Sawtelle v.

Farrell, 70 F.3d 1381, 1385 (1st Cir. 1995). We may, of course,

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take into account undisputed facts put forth by the defendant.

See C.W. Downer, 771 F.3d at 65.

The case before us is a diversity case. See 28 U.S.C.

§ 1332(a). "In determining whether a non-resident defendant is

subject to its jurisdiction, a federal court exercising diversity

jurisdiction 'is the functional equivalent of a state court sitting

in the forum state.'" Sawtelle, 70 F.3d at 1387 (quoting

Ticketmaster-N.Y., Inc. v. Alioto, 26 F.3d 201, 204 (1st Cir.

1994)).2 It follows that Baskin-Robbins must show that the

district court's assertion of personal jurisdiction over Alpenrose

would satisfy the requirements of both the Due Process Clause of

the federal Constitution and the Massachusetts long-arm statute,

Mass. Gen. Laws ch. 223A, § 3.

The jurisdictional requirements imposed by the

Massachusetts long-arm statute are quite similar to, though not

completely congruent with, the jurisdictional requirements imposed

by the Due Process Clause. See Cossart v. United Excel Corp., 804

F.3d 13, 18 (1st Cir. 2015). Because the modest difference between

2Indeed, the federal court's role is the same in a federal
question case. See Fed. R. Civ. P. 4(k)(1)(A); see also 4 Charles
Alan Wright et al., Federal Practice & Procedure § 1068.1, at 691
(4th ed. 2015) ("[W]ith one exception the Rule 4(k) framework does
not treat federal question cases differently than cases where a
federal court adjudicates state-created rights based on diversity
of citizenship jurisdiction.").

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these requirements is not material here, we move directly to the

constitutional analysis.3

The Due Process Clause of the Fourteenth Amendment

requires that a defendant "have certain minimum contacts with [the

forum state] such that the maintenance of the suit does not offend

'traditional notions of fair play and substantial justice.'" Int'l

Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken

v. Meyer, 311 U.S. 457, 463 (1940)). This due process test is

flexible and fact-specific, "written more in shades of grey than

in black and white." Phillips Exeter, 196 F.3d at 288.

Consistent with the demands of due process, a federal

district court may exercise either general or specific

jurisdiction over a defendant. See Cossart, 804 F.3d at 20.

Baskin-Robbins has not proffered a claim of general jurisdiction

but, rather, has asserted only a claim of specific jurisdiction as

the basis for the district court's jurisdiction. We limit our

appraisal accordingly.

3 For jurisdiction to exist under section 3(a) of the
Massachusetts statute, "the facts must satisfy two requirements —
the defendant must have transacted business in Massachusetts, and
the plaintiff's claim must have arisen from the transaction of
business by the defendant." Tatro v. Manor Care, Inc., 625 N.E.2d
549, 551 (Mass. 1994); see Mass. Gen. Laws ch. 223A, § 3(a). This
standard is not especially rigorous: "an isolated and transitory
contact with the forum . . . is all the statute requires." Nova
Biomed. Corp. v. Moller, 629 F.2d 190, 195 (1st Cir. 1980).

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 Specific jurisdiction allows a court to hear a

particular case as long as "that case relates sufficiently to, or

arises from, a significant subset of contacts between the defendant

and the forum." Phillips Exeter, 196 F.3d at 288. The existence

vel non of specific jurisdiction depends on the results of a

tripartite inquiry. We evaluate: "(1) whether the claim 'directly

arise[s] out of, or relate[s] to, the defendant's forum state

activities;' (2) whether the defendant's in-state contacts

'represent a purposeful availment of the privilege of conducting

activities in the forum state, thereby invoking the benefits and

protections of that state's laws and making the defendant's

involuntary presence before the state's courts foreseeable;' and

(3) whether the exercise of jurisdiction is reasonable." C.W.

Downer, 771 F.3d at 65 (quoting Daynard, 290 F.3d at 60). All

three of these elements must be present for specific jurisdiction

to attach. See Phillips Exeter, 196 F.3d at 288.

Under this framework, the first element is relatedness.

Relatedness requires that "the action . . . directly arise out of

the specific contacts between the defendant and the forum state."

Sawtelle, 70 F.3d at 1389. This requirement "serves the important

function of focusing the court's attention on the nexus between a

plaintiff's claim and the defendant's contact with the forum."

Id. Relatively speaking, the relatedness inquiry is to be resolved

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under "a flexible, relaxed standard." Pritzker v. Yari, 42 F.3d

53, 61 (1st Cir. 1994).

Baskin-Robbins argues that its claims arise from

Alpenrose's letters to Baskin-Robbins in 2013 and 2014, both of

which were sent to Baskin-Robbins' offices in Massachusetts. The

first letter communicated Alpenrose's decision not to renew the

Agreement; the second letter constituted Alpenrose's attempt to

reverse direction by revoking that decision and exercising its

option to renew the Agreement for another six years.

In its complaint, Baskin-Robbins seeks declarations both

that Alpenrose's second letter did not effectively renew the

Agreement (with the result that the Agreement expired on December

8, 2014) and that Alpenrose is not entitled to any compensation in

connection with the expiration of the Agreement. We agree with

Baskin-Robbins that these claims arise directly out of Alpenrose's

in-forum contacts. See Sawtelle, 70 F.3d at 1389.

Our conclusion is not altered by Alpenrose's

asseveration that "the question of expiration arises first out of

the [Agreement] itself" and "[i]t is only in the context of the

[Agreement] itself that the two letters relating to expiration can

be analyzed." Although it is transparently clear that the

Agreement itself ultimately determines the effect of Alpenrose's

two letters (that is, whether those letters collectively resulted

in renewal of the Agreement), it is the letters that set the

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present controversy in motion. That creates a sufficient nexus

between Alpenrose's letters and Baskin-Robbins' claims to satisfy

the flexible and relaxed standard for relatedness.4

This brings us to the next element of the jurisdictional

analysis: purposeful availment. The purposeful availment inquiry

asks whether a defendant has "deliberately target[ed] its behavior

toward the society or economy of a particular forum [such that]

the forum should have the power to subject the defendant to

judgment regarding that behavior." Carreras v. PMG Collins, LLC,

660 F.3d 549, 555 (1st Cir. 2011). Such a requirement guarantees

that a defendant will not be subjected to the exercise of

jurisdiction based solely on "'random, isolated or fortuitous'

contacts with the forum state." Adelson, 510 F.3d at 50 (quoting

Sawtelle, 70 F.3d at 1391). It also ensures that a defendant will

not be swept within a state's jurisdictional reach due solely to

the "unilateral activity of another party or a third person."

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985) (quoting

Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408,

417 (1984)).

4
If more were needed — and we doubt that it is — Alpenrose's
2001 and 2007 renewal notices, both of which were forwarded to
Baskin-Robbins in Massachusetts, created a nexus between the
Agreement itself and the forum state. As we explain infra,
Alpenrose "had an ongoing connection with Massachusetts in the
performance under the contract," C.W. Downer, 771 F.3d at 66, which
is sufficient to establish relatedness.

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 The main ingredients of purposeful availment are

voluntariness and foreseeability. See C.W. Downer, 771 F.3d at

66. Voluntariness requires that "the defendant's contacts with

the forum state 'proximately result from actions by the defendant

himself.'" Phillips v. Prairie Eye Ctr., 530 F.3d 22, 28 (1st

Cir. 2008) (emphasis in original) (quoting Burger King Corp., 471

U.S. at 475). Foreseeability requires that a defendant's contacts

with the forum state are "such that [the defendant] could

'reasonably anticipate being haled into court there.'" Adelson,

510 F.3d at 50 (quoting World-Wide Volkswagen Corp. v. Woodson,

444 U.S. 286, 297 (1980)).

It is apodictic that "the mere existence of a contractual

relationship between an out-of-state defendant and an in-state

plaintiff does not suffice, in and of itself, to establish

jurisdiction in the plaintiff's home state." Phillips Exeter, 196

F.3d at 290; see Bond Leather Co. v. Q.T. Shoe Mfg. Co., 764 F.2d

928, 933 (1st Cir. 1985). Here, Baskin-Robbins relies chiefly on

two kinds of contacts in endeavoring to demonstrate Alpenrose's

purposeful availment of the privilege of conducting business in

Massachusetts. One set of contacts comprises the renewal notices

sent by Alpenrose to Baskin-Robbins in Massachusetts (one in 2001

and another in 2007). The other set of contacts consists, in

Baskin-Robbins' words, of Alpenrose's actions in "carr[ying] on a

highly interactive business relationship with [Baskin-Robbins] in

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Massachusetts for twelve years." Arguing the latter point, Baskin-

Robbins explains that "Alpenrose exchanged communications,

information, products, and payments with [Baskin-Robbins] at its

headquarters in Massachusetts," knowing and intending that Baskin-

Robbins would perform various support and oversight functions

there.

Given the parties' franchisor-franchisee relationship,

the logical starting point is the Supreme Court's seminal decision

in Burger King. We first query whether this decision controls and

conclude that it does not. There, the Court upheld the Florida

courts' exercise of jurisdiction over a Michigan franchisee of a

Florida franchisor. The Court placed its primary emphasis on the

parties' "prior negotiations and contemplated future consequences,

along with the terms of the contract and the parties' actual course

of dealing." Burger King, 471 U.S. at 479. It concluded that

these matters were Florida-centric: after all, the franchisee had

"entered into a carefully structured 20-year relationship that

envisioned continuing and wide-reaching contacts with Burger King

in Florida." Id. at 480. In that way, he had voluntarily accepted

"long-term and exacting regulation of his business from Burger

King's Miami headquarters." Id.

In finding that Florida could constitutionally exercise

in personam jurisdiction over the franchisee, the Court relied

heavily on the contractual documents, which specified "that Burger

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King's operations are conducted and supervised from the Miami

headquarters, that all relevant notices and payments must be sent

there, and that the agreements were made in and enforced from

Miami." Id. Consistent with this contractual format, the parties'

course of dealing made manifest "that decisionmaking authority was

vested in the Miami headquarters and that the [Burger King]

district office served largely as an intermediate link between the

headquarters and the franchisees." Id. at 480-81. To cinch

matters, the Court gave weight to the fact that many of the

franchise documents provided for all disputes to be governed by

Florida law. See id. at 481.

To be sure, the case at hand also involves a suit by a

franchisor that is trying to hail a franchisee into a court in its

home state. But the similarity to Burger King stops there: the

contract documents in this case evince no ties to Massachusetts.

They do not specify that any services are to be performed in or

from Massachusetts, that the nerve center of the franchisor's

operations is to be in Massachusetts, or that Massachusetts law

will control any aspect of the parties' dealings.5 This is a

critically important distinction. While the Burger King Court

5 Here — unlike in Burger King — the contract documents are
devoid of any choice-of-law provision or similar clause that might
have alerted the franchisee to the possibility that disputes would
be governed by the laws of the state in which the franchisor might
from time to time choose to be headquartered.

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found that the franchisee should have "envisioned continuing and

wide-reaching contacts with Burger King in Florida" from and after

the time that the franchise agreement was signed, id. at 480, the

record here does not permit a similar finding.

We add, moreover, that the franchisee's contacts with

Burger King in Florida were foreseeable precisely because Burger

King was located in Florida when the franchise agreement

materialized. Not so here: when Alpenrose and Baskin-Robbins

joined forces in 1965, Baskin-Robbins was headquartered in

California and that state had been the locus of the negotiations

that led up to the franchise agreement. Baskin-Robbins remained

in California while the Agreement was thrice amended, and those

amendments were negotiated in Oregon. Massachusetts was in no way

involved and, at least up to that point, neither the contract

documents nor the parties' course of dealing contemplated any

relationship between Alpenrose and Baskin-Robbins in

Massachusetts. The upshot, then, is that while Burger King informs

our determination, it does not dictate the result.

We turn next to the 2001 and 2007 renewal notices, both

of which were sent by Alpenrose to Baskin-Robbins in Massachusetts.

It must be recalled, however, that these notices were mailed into

Massachusetts only because Baskin-Robbins chose to relocate there

some thirty-three years into the parties' contractual

relationship. The right to renew was embedded in the Agreement

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from its inception, and the record contains no evidence that

Alpenrose reached out to Massachusetts to solicit that right. The

mere fact that Alpenrose exercised a previously granted right by

mailing a notice into Massachusetts is insufficient, in itself, to

ground a claim that a party has deliberately targeted its behavior

toward the economy of Massachusetts. See Copia Commc'ns, LLC v.

AMResorts, L.P., 812 F.3d 1, 5-6 (1st Cir. 2016) (explaining that

defendant's mailing of contract nonrenewal notice to plaintiff's

"registered office" in Massachusetts was insufficient to confer

jurisdiction); Prairie Eye, 530 F.3d at 29 (observing that similar

ministerial acts — such as the act of mailing a completed contract

to Massachusetts for signature and sending three follow-up e-mails

— were insufficient to confer jurisdiction). For this purpose, we

regard Baskin-Robbins' move to Massachusetts as "unilateral

activity" of the sort that, standing alone, cannot subject another

party to jurisdiction. Burger King, 471 U.S. at 475 (quoting

Helicopteros Nacionales de Colombia, 466 U.S. at 417).

Here, however, Baskin-Robbins' unilateral decision to

move to Massachusetts does not stand alone. Baskin-Robbins'

position is bolstered by a set of physical contacts between

Alpenrose and Massachusetts. In 2006, Alpenrose's co-president,

Rod Birkland, journeyed to Massachusetts and paid a courtesy visit

to Baskin-Robbins' new owners. Even though such a single, isolated

trip by a defendant to the forum state ordinarily would carry

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little or no weight in the minimum contacts calculus, see id. at

479 & n.22, other contacts occurred here. We explain briefly.

While in Massachusetts, Baskin-Robbins has maintained a

Brand Advisory Council (BAC), which is comprised of approximately

eight representatives from the franchisee community. The BAC meets

quarterly. Between 2011 and 2014, Kim Birkland, Alpenrose's

director of franchise relations, traveled to Baskin-Robbins'

Massachusetts headquarters at least twice to attend these

meetings. Moreover, Baskin-Robbins has identified three

additional sets of contacts: royalty payments sent by Alpenrose

each month to Baskin-Robbins in Massachusetts; remittance payments

sent each month by Baskin-Robbins to Alpenrose from its

Massachusetts headquarters; and Baskin-Robbins' performance of a

compendium of services in Massachusetts to Alpenrose's behoof.

These services include product testing, processing of customer

complaints, and product supply planning.

Viewed in isolation, the payment flows between Alpenrose

and Baskin-Robbins are suggestive, though perhaps inconclusive.

Although courts have found the sending of occasional payments into

the forum state to lack any "decretory significance" in the

jurisdictional calculus, Phillips Exeter, 196 F.3d at 291, this

case involves a constant stream of payments between Baskin-Robbins

and Alpenrose. Over a period of nearly 14 years, Alpenrose mailed

180 royalty checks to Baskin-Robbins' Massachusetts headquarters.

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Meanwhile, Baskin-Robbins — from that headquarters — sent 176

checks to Alpenrose. This pattern of repetitive interactions

involving Massachusetts is jurisdictionally significant,

especially since the reciprocal flow of payments unquestionably

facilitated the continuous transaction of business between the

parties.

The sockdolager, in this instance, is Baskin-Robbins'

performance of services in Massachusetts on Alpenrose's behalf.

Baskin-Robbins persuasively asserts that its performance of such

services places this case squarely within the rubric of in-forum

service contract cases, in which a finding of purposeful availment

is typically based, in part, on the defendant's anticipation that

the plaintiff will provide in-forum services and the plaintiff's

provision of those in-forum services. See Copia, 812 F.3d at 6.

We agree.

By twice renewing its Agreement with Baskin-Robbins,

Alpenrose knowingly caused Baskin-Robbins to undertake in

Massachusetts a plethora of activities on its behalf. To

illustrate, as part of Baskin-Robbins' quality assurance process,

Alpenrose delivered samples of its various ice cream flavors to

Baskin-Robbins' Massachusetts headquarters four times each year,

commencing in 2003. Once Baskin-Robbins finished testing the

samples in Massachusetts, a Baskin-Robbins manager would

communicate the results to Alpenrose. More extensive

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conversations ensued whenever any of the samples required

improvement. Given the steady stream of samples sent by Alpenrose

to Baskin-Robbins' Massachusetts redoubt, Alpenrose can hardly

claim that it was unforeseeable that Baskin-Robbins was

continually performing product testing on its behalf in

Massachusetts. See C.W. Downer, 771 F.3d at 67.

Baskin-Robbins' performance under the Agreement

encompassed a range of other Massachusetts activities as well. It

maintained a customer service department at its Massachusetts

headquarters, where customers across the country could report

complaints about any Baskin-Robbins store (including those stores

operated, directly or indirectly, under the aegis of Alpenrose).

A Baskin-Robbins representative would then liaise with her

Alpenrose counterpart regarding any complaints that originated in

Alpenrose's territory.

So, too, Baskin-Robbins — from its Massachusetts

headquarters — coordinated with Alpenrose on a wide variety of

operational issues. Such issues included franchisee openings, the

shuttering of particular stores, franchise transfers, and supply

planning for the wide assortment of ice cream flavors sold by the

stores. These communications occurred regularly (at a minimum,

monthly), and the record reveals that on many occasions the

communications regarding such operational functions were either

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carried out or facilitated by Baskin-Robbins employees situated in

Massachusetts.

The short of it is that Baskin-Robbins' performance of

these manifold activities — most of which Alpenrose irrefutably

knew were taking place in Massachusetts — was vital to the

continuation of the franchisor-franchisee relationship. To this

extent, Alpenrose deliberately targeted the Massachusetts economy

and reasonably should have foreseen that, if a controversy

developed, it might be haled into a Massachusetts court. Thus, we

conclude that Alpenrose's contacts with Massachusetts crossed the

purposeful availment threshold. Put another way, Alpenrose's

contacts were scarcely so "random, fortuitous, or attenuated" that

it would offend due process to subject Alpenrose to suit in

Massachusetts. Id. at 66.

There is one last leg to our journey. We must assess

the extent to which the exercise of jurisdiction over Alpenrose is

fair and reasonable. This analysis implicates five factors, which

we have dubbed the Gestalt factors. See Ticketmaster, 26 F.3d at

209. They comprise "(1) the defendant's burden of appearing [in

the forum state], (2) the forum state's interest in adjudicating

the dispute, (3) the plaintiff's interest in obtaining convenient

and effective relief, (4) the judicial system's interest in

obtaining the most effective resolution of the controversy, and

(5) the common interests of all sovereigns in promoting substantive

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social policies." C.W. Downer, 771 F.3d at 69 (alterations in

original) (quoting Ticketmaster, 26 F.3d at 209). Our appraisal

of these factors operates on a sliding scale: "the weaker the

plaintiff's showing on the first two prongs (relatedness and

purposeful availment), the less a defendant need show in terms of

unreasonableness to defeat jurisdiction." Ticketmaster, 26 F.3d

at 210.

To begin, Alpenrose insists that it would be burdensome

to defend itself in Massachusetts. But we are not dealing here

with relative convenience: our case law makes pellucid that "this

factor is only meaningful where a party can demonstrate some kind

of special or unusual burden." Hannon v. Beard, 524 F.3d 275, 285

(1st Cir. 2008) (quoting Pritzker, 42 F.3d at 64). Where, as here,

parties of substantial means are involved, cross-country travel

ordinarily does not qualify as a special or unusual burden. See

C.W. Downer, 771 F.3d at 70; BlueTarp Fin., Inc. v. Matrix Constr.

Co., 709 F.3d 72, 83 (1st Cir. 2013); see also Pritzker, 42 F.3d

at 64 (noting that modern travel "creates no especially ponderous

burden for business travelers"). Thus, Alpenrose's burden of

appearing in the forum state weighs only modestly in its favor.6

6 Citing Ticketmaster, Alpenrose suggests that mere
inconvenience to the defendant should "weigh[] heavily in the
jurisdictional balance" because such weighting "provides a
mechanism through which courts may guard against harassment." 26
F.3d at 211. Here, however, the record is devoid of any indication

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 The second factor — Massachusetts' interest in

adjudicating this dispute — cuts in favor of Baskin-Robbins. As

the Supreme Court has explained, "[a] State generally has a

'manifest interest' in providing its resident with a convenient

forum for redressing injuries inflicted by out-of-state actors."

Burger King, 471 U.S. at 473 (quoting McGee v. Int'l Life Ins.

Co., 355 U.S. 220, 223 (1957)). That concern obtains here — and

to support jurisdiction, Massachusetts' interest need not be

exclusive, nor even greater than the interest of other

jurisdictions. See Foster-Miller, 46 F.3d at 151 (explaining that

"[t]he purpose of the inquiry is not to compare the forum's

interest to that of some other jurisdiction, but to determine the

extent to which the forum has an interest" (emphasis in original)).

On this point, we reject Alpenrose's argument that

Massachusetts has only a "mild" interest because "the dispute

concerns [an Agreement] negotiated and executed in California,

calling for performance in Washington, Oregon, Idaho, and Montana,

and looking to Washington law." This argument fails because it

conveniently overlooks the fact that the nature of the franchisor-

franchisee relationship necessitated Baskin-Robbins' performance

of substantial services on Alpenrose's behalf in Massachusetts.

that Baskin-Robbins brought this suit in Massachusetts for the
purpose of harassing Alpenrose.

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 The third Gestalt factor implicates the plaintiff's

convenience. Courts regularly cede some deference to the

plaintiff's choice of forum, see Sawtelle, 70 F.3d at 1395, and

here, Alpenrose concedes that the third factor favors Baskin-

Robbins.

The fourth Gestalt factor (the interest of the judicial

system in the effective administration of justice) and the fifth

Gestalt factor (the interests of the affected sovereigns in

promoting substantive social policies) are both neutral. The

former is self-evidently a wash. See id.; Ticketmaster, 26 F.3d

at 211. Even though Massachusetts courts can effectively

administer justice in this dispute, they have no corner on the

market.

With respect to the fifth factor, Alpenrose concedes

that Massachusetts has a legitimate stake in providing its citizens

with a convenient forum for adjudicating disputes. It contends,

however, that Washington also has an interest because (on

Alpenrose's theory of the case) a Washington statute will determine

the compensation owed to it in connection with the expiration of

the Agreement. That is true as far as it goes, but it does not

take Alpenrose very far. A federal court sitting in Massachusetts

is fully capable of applying Washington law. See Atl. Marine

Constr. Co. v. U.S. Dist. Ct. for W. Dist. of Tex., 134 S. Ct.

568, 584 (2013). Equally as important, Washington's interest in

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the matter does not trump Massachusetts' interest. Cf. Burger

King, 471 U.S. at 483 (explaining that "although [the defendant]

has argued at some length that Michigan's Franchise Investment Law

. . . governs many aspects of the franchise relationship, he has

not demonstrated how Michigan's acknowledged interest might

possibly render jurisdiction in Florida unconstitutional"

(emphasis in original)).

That ends this aspect of the matter. Taken in their

entirety, the Gestalt factors are in rough equipoise. Certainly,

they do not show that the exercise of jurisdiction over Alpenrose

in Massachusetts would be so unfair or unreasonable as to raise

constitutional concerns.

III. CONCLUSION

We need go no further. For the reasons elucidated above,

we conclude that Baskin-Robbins' attempted exercise of

jurisdiction over Alpenrose in Massachusetts is consistent with

due process: the assertion of jurisdiction satisfies both the

relatedness and purposeful availment criteria, and the Gestalt

factors do not counsel otherwise. Consequently, we reverse the

district court's order of dismissal and remand the case for further

proceedings consistent with this opinion.7

7
We note that the court below has yet to rule on Alpenrose's
alternative motion to transfer venue under 28 U.S.C. § 1404(a).
That motion raises a different set of issues and is addressed to
the district court's sound discretion. See Iragorri v. Int'l

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Reversed and Remanded.

Elevator, Inc., 203 F.3d 8, 12 (1st Cir. 2000). Hence, we take no
view as to its proper resolution.

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