UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
CLAUDE V. OFFRAY, III, et al.,
Plaintiffs,
v. Case No. 19-cv-3739 (CRC)
MARTIN S. GOLDMAN, et al.,
Defendants.
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. The retainer agreement with the firm was neither negotiated nor 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 partners in this Court 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 plaintiffs in the suit even though they were not parties to the retainer agreement.
Because that assertion cannot support haling out-of-state residents into this Court, and because
the Offrays offer no other facts connecting the firm’s services to this forum, the Court must grant
the defendants’ motion to dismiss the case for lack of personal jurisdiction.
I. Background
Plaintiffs are four members of the Offray family who have sued their former lawyers at
Harkavy, Goldman, Goldman & Gerstein (“HGG&G”), a New Jersey-based law firm, as well as
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. Id. at ¶ 16. 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. Pls.’ Opp’n 2; 2 Gerstein Aff. ¶ 16. They are residents of D.C.
Am. Compl. ¶¶ 9–11.
Plaintiffs allege that in 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 into Claude Jr.’s death in New Jersey;
(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 marital trust 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.
The Offrays allege that the 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 had
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 plaintiffs failed to paginate the opposition, the Court will rely on ECF pagination.
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already expired. Compl. ¶¶ 30, 39–41. Second, they contend that HGG&G failed to perform
any work related 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. ¶¶ 31–33. 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 interests in that action. Id. ¶¶ 34–35. Finally, the Offrays
complain that the firm breached their fee arrangement by charging additional sums on top of the
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 defendants moved to dismiss the complaint on three grounds:
(1) that this Court lacks personal jurisdiction over them; (2) that the District of Columbia is an
improper venue regardless; and (3) that plaintiffs have failed to state a claim. When plaintiffs’
deadline to oppose 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 affidavits from his clients notarized. Pls.’ Response to Order to Show
Cause (Mar. 23, 2020), ECF No. 8. After reminding counsel that notarized affidavits are not
required to support motions or oppositions in federal court, the Court gave plaintiffs two
additional weeks, until April 6, 2020, to file their opposition. Minute Order (Mar. 23, 2020).
That deadline, too, came and went. Counsel belatedly moved for another extension, this time on
the ground that he had suffered an unspecified illness and neither 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,
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the day after that extended due date, rather than file the promised opposition, plaintiffs filed an
amended complaint. The 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 motion to dismiss. With briefing on the motion finally complete,
the Court concludes it lacks personal jurisdiction over the New Jersey-based defendants 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), plaintiffs 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). They must allege specific acts connecting the defendants with the forum.
Second 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 standards 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., 681 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)).
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III. Analysis
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). This Court therefore applies District of Columbia 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 Court’s exercise of jurisdiction must also meet the separate
requirements of constitutional due process. See 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)). The “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, the
statutory and constitutional inquiries merge, and the 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 arises from those contacts, Goodyear Dunlop Tires
Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011) (“specific jurisdiction is confined to
adjudication of issues deriving from, or connected with, the very controversy that establishes
jurisdiction.” (internal quotation marks omitted)).
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Defendants establish minimum contacts satisfying the constitutional requirements of
personal jurisdiction 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 King 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.” Collingsworth 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); see also Walden v. Fiore, 571 U.S. 277, 290 (2014) (“Mere
injury to a forum resident is not a sufficient connection to the forum.”). 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 plaintiff 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 the
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challenged (business) actions, not where the plaintiff felt the injury.”). Where 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 even 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 causing a “consequence” here while “[availing]
themselves of the benefits of conducting business with citizens of the District.” Am. Compl. ¶ 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. Plaintiffs 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 practice 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, 12–14. And they do not allege
that the service agreement contemplated or involved rendering legal services anywhere but New
Jersey. See Am. Comp. ¶ 19 (describing legal services). Moreover, 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.
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Based on the allegations in the complaint and the evidence before the Court, then, it is
abundantly clear that the 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 any business
here. The Court therefore lacks personal 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 breached 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 to Dismiss. A
separate Order will follow.
CHRISTOPHER R. COOPER
United States District Judge
Date: June 23, 2020
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