David Keane v. Expeditors International of Washington, Inc.; Expeditors Hong Kong Limited

United States Court of Appeals
For the First Circuit
No. 24-1971
DAVID KEANE,
Plaintiff, Appellant,
v.
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.;
EXPEDITORS HONG KONG LIMITED,
Defendants, Appellees.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. Patti B. Saris, U.S. District Judge]
Before
Montecalvo, Lynch, and Kayatta,
Circuit Judges.
Jeremia A. Pollard, with whom Hannon Lerner was on brief, for
appellant.
Asha A. Santos, with whom Matthew J. Lynch and Littler
Mendelson, P.C. were on brief, for appellees.
May 27, 2025

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LYNCH, Circuit Judge. David Keane's employment with
Expeditors Hong Kong Limited ("Expeditors HK") was terminated on
December 11, 2023. In response, he sued not only Expeditors HK,
but also Expeditors International of Washington, Inc. ("Expeditors
US"), in the District of Massachusetts. Expeditors HK is a wholly
owned subsidiary of Expeditors US. Keane's suit brought federal
and state law claims, all arising out of, or connected to, the
termination of his employment in Hong Kong. Defendants moved to
dismiss all of Keane's claims against both defendants for lack of
personal jurisdiction and under the doctrine of forum non
conveniens, and the federal law claim against both defendants also
for improper venue. Defendants argued that the district court
"should reject [Keane's] transparent attempt to bootstrap
jurisdiction over Expeditors HK based upon unfounded, conclusory
assertions that Expeditors HK is an alter ego of Expeditors US."
Both sides filed supporting affidavits.
The district court granted defendants' motion,
dismissing the claims against Expeditors HK and the non-contract
claims against Expeditors US for lack of personal jurisdiction and
the contract claims against Expeditors US under the doctrine of
forum non conveniens. The court rejected Keane's argument that
"Expeditors HK is subject to personal jurisdiction as Expeditors
US's alter ego" because, "[b]esides pointing to the overlapping
leadership of the companies, Keane [had] offer[ed] no evidence to

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refute the fact that Expeditors US and Expeditors HK observe
corporate formalities as distinct entities."
Keane appeals and we affirm the dismissals, albeit on
somewhat different reasoning than that used by the district court.
We hold that the Massachusetts federal district court lacked
personal jurisdiction over Expeditors HK. As to Keane's claims
against Expeditors US, dismissal was proper because, as Keane's
counsel, quite properly, essentially conceded, Keane cannot
prevail on any of these claims without proving he was wrongfully
terminated by Expeditors HK, and Keane has failed to allege
sufficient facts or legal theories to impute the actions of
Expeditors HK to Expeditors US.
I.
Under the prima facie approach used by the district
court, "[w]e draw the relevant 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.'" Ward v. AlphaCore Pharma LLC, 89
F.4th 203, 209 (1st Cir. 2023) (quoting Baskin-Robbins Franchising
LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016)).
It is the plaintiff's burden to proffer facts "that, if credited,
would support all findings 'essential to personal jurisdiction.'"
Id. (quoting Chen v. U.S. Sports Acad., Inc., 956 F.3d 45, 51 (1st
Cir. 2020)). "[W]e do not 'credit conclusory allegations or draw

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farfetched inferences.'" Id. (quoting Ticketmaster-N.Y., Inc. v.
Alioto, 26 F.3d 201, 203 (1st Cir. 1994)).
Keane was employed by Expeditors US and worked in its
facility in Peabody, Massachusetts, from 1998 to 2018. In 2016,
an officer of Expeditors US, who Keane's complaint alleges was
acting on behalf of Expeditors HK, approached Keane about
transferring his employment to Hong Kong. His complaint alleges
that during their negotiations, he "reached a mutual oral
agreement" with Expeditors US that his "move would be of a
temporary nature," and Expeditors US "agreed that [Keane's]
employment status would remain with Expeditors [US]." In 2018,
Keane entered into a written employment agreement setting forth
the terms of his Hong Kong relocation, which stated his employment
would be with the Expeditors US North Asia Regional Office and was
signed "[f]or and on behalf of Expeditors [US]."1 Under that
agreement, Keane moved to and began working in Hong Kong in
September 2018.
On September 25, 2023, Keane entered into a new
employment contract under which he continued to work in Hong Kong
at the Expeditors HK offices and which undisputably designated
1 Notwithstanding the language of the 2018 agreement,
appellees argue that the agreement switched Keane's employment to
Expeditors HK. We credit Keane's version of these genuinely
disputed facts, see Ward, 89 F.4th at 209, and, in any event, our
disposition of this case does not turn on this.

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Expeditors HK as his employer. 2 The affidavit of Kaiser Lam,
Regional Vice President of Expeditors HK, states, inter alia:
Expeditors HK is not incorporated in
Massachusetts and does not maintain its
principal place of business in Massachusetts.
Expeditors HK is not registered to do business
in Massachusetts, . . . does not maintain any
office in Massachusetts, does not own any
properties in Massachusetts and does not have
any employees in Massachusetts. As a company
organized under the laws of Hong Kong and
registered to do business in Hong Kong,
Expeditors HK has sued and been sued in Hong
Kong courts. After Plaintiff's relocation to
Hong Kong in 2018, Expeditors HK maintained
and administered Plaintiff's employment
records in Hong Kong. Expeditors HK maintains
its own ledgers and accounting books; prepares
its own business plans, payroll, budget and
financial statements; administers and
controls its own health plan and related
benefits; and controls the decisions regarding
hiring and firing of its employees.
Keane's complaint alleges he was informed that a
coworker made a sexual harassment allegation concerning his
conduct toward her at a September 21, 2023, Expeditors HK event in
Hong Kong. Expeditors HK investigated the allegation,
interviewing Keane and other individuals in or around Hong Kong,
and subjected Keane to a disciplinary proceeding.
2 Keane argues that the 2023 agreement was a "calculated
move" by appellees to "divest the U.S. District Court of
jurisdiction over his claims," and from this attempts to argue
that the district court had jurisdiction over his claims. We
reject the argument, which is unsupported by specific facts or any
legal authority and runs counter to foundational
freedom-of-contract principles.

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On December 11, 2023, Keane's employment was terminated
by letter from Expeditors HK, which stated that the sexual
harassment allegation had been "substantiated," his actions were
"a serious violation of Expeditors' Code of Business Conduct," and
"[t]his was the second allegation of sexual harassment made against
[him]." Keane's complaint alleges that "the only antecedent
instance of a sexual harassment claim involving [him] dates back
to the period of 2014 to 2015," when he was located in
Massachusetts and employed by Expeditors US. His complaint
alleges, but without any supporting facts, that the CEO of
Expeditors US "had secretly developed a plan to reduce the
workforce by 2,000" and had "personally sanctioned the termination
of [his] employment." His complaint further alleges that
"Expeditors HK shares common management with Expeditors [US]," and
that "Expeditors [US] wields direct and substantial command over
the business activities of Expeditors HK."
II.
"When a district court reviews a motion to dismiss under
the prima facie standard, . . . our review is de novo," Bluetarp
Fin., Inc. v. Matrix Const. Co., 709 F.3d 72, 79 (1st Cir. 2013),
under which "[w]e are not bound by the district court's
reasoning . . . [and] are free to uphold the judgment on any ground
supported by the record," Ward, 89 F.4th at 209.

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At the core of each count of Keane's complaint, including
those against Expeditors US, is his allegation that he was
"unlawfully" and "summarily" terminated by Expeditors HK.3 Indeed,
when asked at oral argument whether Keane has any claims remaining
without Expeditors HK and without proving his termination by
Expeditors HK was wrongful, Keane's counsel conceded that most
such claims would "probably not" survive and would be
"problematic."4
As to the claims against Expeditors HK, we affirm the
district court's dismissal for lack of personal jurisdiction on
the independently sufficient ground that, even crediting Keane's
allegations as to Expeditors HK's conduct in Massachusetts, that
alleged conduct is not, as is required by the Due Process Clause,
"an important, or [at least] material, element of proof" for these
3 Keane's complaint brings six counts: breach of the 2018
oral and written contracts against Expeditors US; breach of the
2023 contract against Expeditors HK; and discrimination in
violation of Title VII, tortious interference with business
relations, and negligent infliction of emotional distress against
both.
4 Keane's counsel, during rebuttal at oral argument,
stated that the interference with prospective business relations
count brought against both defendants "may be a surviving claim."
That argument fails because this claim, too, is tied to Expeditors
HK's allegedly wrongful termination of Keane's employment. The
claim challenges Expeditors HK's investigation into the allegedly
false sexual harassment allegation against Keane and its failure
to halt rumors spread by one of its employees about that allegation
and as to other matters, and the sexual harassment allegation led
to the termination of Keane's employment.

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claims. Platten v. HG Bermuda Exempted Ltd., 437 F.3d 118, 137
(1st Cir. 2006) (alteration in original) (quoting Harlow v.
Child.'s Hosp., 432 F.3d 50, 61 (1st Cir. 2005)). Expeditors HK
has offered evidence that "Expeditors HK maintains its own ledgers
and accounting books; prepares its own business plans, payroll,
budget and financial statements; administers and controls its own
health plan and related benefits; and controls the decisions
regarding hiring and firing of its employees," which Keane has
failed to rebut beyond "conclusory allegations" and facts
requiring us to draw "farfetched inferences." Ward, 89 F.4th at
209 (quoting Alioto, 26 F.3d at 203).
The claims against Expeditors US attempt to hold
Expeditors US accountable for the actions of Expeditors HK in
terminating Keane's employment. But Keane's complaint contains
insufficient allegations or even a request to pierce the corporate
veil, nor does it allege sufficient facts on which Expeditors US
can be held liable for Expeditors HK's actions.5 In short, Keane's
5 Keane alleges in his complaint that "the CEO of
Expeditors [US] is a director of Expeditors HK" and states in his
affidavit that the Senior Vice President of Expeditors US is also
a Director of Expeditors HK, but "common management, alone,
generally will not permit disregard of the formal barriers between
separate legal entities." Middlesex Ret. Sys., LLC v. Bd. Of
Assessors of Billerica, 903 N.E.2d 210, 217 (Mass. 2009). His
complaint further alleges that "Expeditors HK is required to
implement and follow the Code of Business Conduct, personnel
policies, and business directives promulgated by Expeditors [US],"
but this hardly rises to the level of "pervasive control." See
Lipsitt v. Plaud, 994 N.E.2d 777, 788 (Mass. 2013).

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complaint does not allege facts sufficient for "a determination
that the parent corporation directed and controlled the
subsidiary, and used it for an improper purpose," as required to
"disregard settled expectations accompanying corporate form."
Scott v. NG U.S. 1, Inc., 881 N.E.2d 1125, 1132 (Mass. 2008); see
also Lipsitt, 994 N.E.2d at 788 (There are "twelve factors which
should be considered in deciding whether to penetrate the corporate
form," such as "thin capitalization" and "nonobservance of
corporate formalities." (first quoting Evans v. Multicon Constr.
Corp., 574 N.E.2d 395, 398 (Mass. Ct. App. 1991); and then quoting
Att'y Gen. v. M.C.K., Inc., 736 N.E.2d 373, 380 n.19 (Mass.
2000))). This court has dismissed like efforts to ignore corporate
formalities in claims of wrongful termination of employment. See
Baez v. Baymark Detoxification Servs., Inc., 123 F.4th 62, 66-67
(1st Cir. 2024) (dismissing Massachusetts state law wrongful
termination claim because, even though plaintiff's employer was
defendant's sister company, it was undisputed that defendant
"exercised no control over [plaintiff]" and had "[no] relationship
employment-based or otherwise" to plaintiff); DeLia v. Verizon
Commc'ns Inc., 656 F.3d 1, 5 (1st Cir. 2011) (dismissing Title VII
claim against defendant, because, even though plaintiff's employer
was a subsidiary of defendant, plaintiff had "failed to demonstrate
that [defendant] had any control over the 'manner and means' by
which she performed her job" (quoting Alberty-Vélez v. Corp. de

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P.R. para la Difusión Pública, 361 F.3d 1, 7 (1st Cir. 2004))).
And "[s]uit cannot be brought against the wrong defendant simply
because the correct defendant . . . has not registered to do
business within the forum state." Baez, 123 F.4th at 67. 6
We affirm the judgment of dismissal. No costs are
awarded.
6 Because we affirm the dismissal of the claims against
Expeditors US on this alternate ground, we need not address Keane's
arguments that the district court abused its discretion in
dismissing the contract claims against Expeditors US under the
doctrine of forum non conveniens.

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