Confederate Motors, Inc. v. Terny

831 F. Supp. 2d 405 · District Court, D. Massachusetts · 2011

Facts

Counterclaim-plaintiff Terny sued counterclaim-defendant Chambers in Massachusetts, alleging personal jurisdiction based on a forum selection clause in a Consulting Agreement. Chambers, as CEO, signed the agreement between Terny and Confederate Motors, Inc., which stated disputes "shall be brought exclusively in the courts of Massachusetts." However, Chambers signed in his corporate capacity, had no personal contacts with Massachusetts, and the Massachusetts clause was a typographical error.

Issue

Can a court exercise personal jurisdiction over a corporate officer based solely on a forum selection clause in a contract signed by the officer on behalf of the corporation, when the officer has no personal contacts with the forum state?

Holding

No. The court granted Chambers' motion to dismiss, finding that he did not personally consent to jurisdiction in Massachusetts and lacked sufficient minimum contacts with the state.

Rule

Personal jurisdiction over a corporate officer cannot be based solely on a forum selection clause in a contract signed by the officer in their corporate capacity, nor can it be based on jurisdiction over the corporation itself. An independent basis, such as the officer's personal minimum contacts with the forum state, is required for specific personal jurisdiction.

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Case brief last reviewed 2026-03-02. Prepared by CaseReader from the published opinion.