Ingle et al v. Sonesta International Hotels Corp

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
TENNA INGLE and TIMOTHY INGLE,
Plaintiffs,
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Civil Action No. 1:24-cv-10855-IT
v. 	*
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SONESTA INTERNATIONAL HOTELS
CORP. d/b/a SONESTA MAHO BEACH
RESORT,
Defendant.
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MEMORANDUM & ORDER
November 19, 2025
TALWANI, D.J.
Plaintiffs Tenna and Timothy Ingle brought this action for damages arising out of Tenna
Ingle’s fall on a staircase at the Sonesta Maho Beach Resort, Casino & Spa in Sint Maarten
(“Sonesta Maho Beach Resort”). Compl. ¶¶ 7, 9 [Doc. No. 1]. Pending before the court is
Plaintiffs’ Motion to Amend Complaint [Doc. No. 62] to add a claim against Defendant Sonesta
International Hotels Corp. (“Sonesta International”), and to add five new Defendants: Sonesta
Licensing Corporation (“Sonesta Licensing”); Sonesta Franchise Corp. (“Sonesta Franchise”);
Sint Maarten, Maho Hotel Operations BV (“Maho Operations”); Resort of the World N.V.
(“Resort of the World”); and the Association of Owners of Maho Parking and Shops (“Maho
Parking and Shops”).
Sonesta International, Sonesta Licensing, and Sonesta Franchise (collectively the
“Sonesta Entities”) oppose the motion on futility grounds for failure to state a claim. Sonesta
Opp. 1 [Doc. No. 86]. Maho Operations and Resort of the World (collectively, the “Sint Maarten
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Entities”) oppose on futility grounds for lack of personal jurisdiction over them. Sint Maarten
Entities Opp. 1 [Doc. No. 83]. Maho Parking and Shops has not appeared in this proceeding.
For the reasons explained below, the Motion to Amend Complaint [Doc. No. 62] is
GRANTED in part and DENIED in part.
I. 	Procedural Background
In April 2024, Plaintiffs sued Sonesta International, “d/b/a Sonesta Maho Beach Resort,”
alleging that Sonesta International “owns, operates, and manages” the Sonesta Maho Beach
Resort. Compl. ¶ 4 [Doc. No. 1]. Tenna Ingle asserted claims for negligence and negligent failure
to warn and Timothy Ingle asserted a claim for loss of consortium. Id. ¶¶ 19–26. Sonesta
International filed its Answer [Doc. No. 21] in July 2024.
In August 2024, the court entered a Scheduling Order [Doc. No. 29] setting, inter alia, a
March 31, 2025 close of fact discovery. Id. at 1. On November 5, 2024, Sonesta International
filed a Motion for Summary Judgment [Doc. No. 36] and a Motion to Stay Discovery [Doc. No.
40] on November 12, 2024. The court stayed discovery and directed Plaintiffs to “file their initial
opposition to the motion for summary judgment, including a declaration, as required by Federal
Rule of Civil Procedure 56(d), setting forth the specific discovery they contend is necessary to
respond on the merits to the motion for summary judgment.” Elec. Order [Doc. No. 53].
In December 2024, Plaintiffs filed a Motion for Discovery Pursuant to Fed. R. Civ. P.
56(d) [Doc. No. 54]. The court denied the motion because Plaintiffs did not identify any
information to which they did not already have access that would be germane to their claims
against Sonesta International for purposes of opposing its summary judgment motion. Mem. &
Order 3–6 [Doc. No. 61]. The court directed Plaintiffs to file any further opposition to the
summary judgment motion by April 30, 2025. Id. at 6. The court also reset the deadline for
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Plaintiffs to seek leave to amend their pleadings absent good cause to April 16, 2025. Id.
Plaintiffs timely filed both.
On September 25, 2025, the court granted Sonesta International’s motion for summary
judgment. Mem. & Order [Doc. No. 87].
II. 	Timeliness
A party may amend its pleadings as a matter of right within twenty-one days of serving it
or within twenty-one days after service of a responsive pleading or Rule 12 motion. Fed. R. Civ.
P. 15(a). In all other cases, a party may amend its pleading only with the consent of the other
party or leave of the court. Id. Prior to a scheduling order deadline, leave to amend a pleading
shall be freely granted “when justice so requires.” Id. After a scheduling order deadline, “the
liberal default rule is replaced by the more demanding ‘good cause’ standard of Fed. R. Civ. P.
16(b).” Steir v. Girl Scouts of the USA, 383 F.3d 7, 12 (1st Cir. 2004).
Here, Plaintiffs sought leave to amend prior to the scheduling order deadline.
Accordingly, the Rule 15 “freely granted when justice so requires” standard applies.
Nevertheless, under Rule 15, a motion to amend may still be denied in cases of (1) undue
delay, (2) bad faith or dilatory motive, (3) or undue prejudice. See Foman v. Davis, 371 U.S.
178, 182 (1962). Although Sonesta International had already filed a Motion for Summary
Judgment [Doc. No. 36], that motion was filed, together with Sonesta International’s Motion to
Stay Discovery [Doc. No. 40], just three months after discovery commenced. The court finds that
Plaintiffs’ motion was not filed with undue delay, dilatory intent, or in bad faith.
III. 	Futility for Failure to State a Claim
Leave to amend may also be denied for futility of amendment. Foman, 371 U.S. at 182.
In the Proposed Amended Complaint [Doc. No. 62-1], Tenna Ingle raises two causes of action
against all proposed Defendants, negligence (Count I) and negligent failure to warn (Count II).
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Id. ¶¶ 42–47. Timothy Ingle raises a third cause of action for loss of consortium (Count III)
against all proposed Defendants. Id. ¶¶ 48–49. Both Plaintiffs raise a fourth cause of action
against the Sonesta Entities for negligence based on their vicarious liability for the Sint Maarten
Entities’ negligence (Count IV). Id. ¶¶ 50–51. The Sonesta Entities oppose amendment on
futility grounds. They argue that (1) the Sonesta Entities cannot be directly liable because they
do not own the property where Tenna Ingle was injured; (2) the Sonesta Entities are not
vicariously liable because they have no right to control the premises; and (3) the loss of
consortium claim fails as derivative of the negligence claims. Sonesta Opp. 8–12 & n.2 [Doc.
No. 86].1
A. Standard of Review
When leave to amend is sought before discovery is complete, and neither party has
moved for summary judgment, futility for failure to state a claim is gauged by the same standard
as legal sufficiency under Rule 12(b)(6). See Hatch v. Dep’t for Children, Youth & Their
Families, 274 F.3d 12, 19 (1st Cir. 2001). In evaluating a motion to dismiss for failure to state a
claim, the court assumes “the truth of all well-pleaded facts” and draws “all reasonable
inferences in the plaintiff's favor.” Nisselson v. Lernout, 469 F.3d 143, 150 (1st Cir. 2006). To
survive dismissal, a complaint must contain sufficient factual material to “state a claim to relief
that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). “While a
complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual
allegations . . . [f]actual allegations must be enough to raise a right to relief above the speculative
level . . . .” Id. at 555 (internal citations omitted). “A claim has facial plausibility when the
1 The Sonesta Entities also argue that the court lacks personal jurisdiction over the Sint Maarten
Entities, see Sonesta Opp. 12–14 [Doc. No. 86], which the court will address below.
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plaintiff pleads factual content that allows the court to draw the reasonable inference that the
defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). In
addition, “an adequate complaint must include not only a plausible claim but also a plausible
defendant.” See Penalbert-Rosa v. Fortuno-Burset, 631 F.3d 592, 594 (1st Cir. 2011).
“Where the motion to amend is filed after the opposing party has timely moved for
summary judgment, a plaintiff is required to show ‘substantial and convincing evidence’ to
justify a belated attempt to amend a complaint.” Steir, 383 F.3d at 12 (quoting Resolution Trust
Corp. v. Gold, 30 F.3d 251, 253 (1st Cir. 1994)); see Somascan, Inc. v. Philips Med. Sys.
Nederland, B.V., 714 F.3d 62, 64 (1st Cir. 2013) (describing the additional burden for plaintiff to
overcome “when leave to amend is sought after discovery has been completed and a motion for
summary judgment has been filed by a defendant.”). This higher standard is typically applied in
the context of a “motion to amend [made in] an attempt to alter the shape of the case in order to
defeat summary judgment” or “solely to avert imminent defeat.” Glassman v. Computervision
Corp., 90 F.3d 617, 623 (1st Cir. 1996).
Here, where Sonesta International filed its summary judgment shortly after discovery
commenced, and Plaintiffs have engaged in no undue delay, the court will assess whether the
proposed amendment is futile “by reference to the liberal criteria of Federal Rule of Civil
Procedure 12(b)(6).” Amyndas Pharms., S.A. v. Zealand Pharma A/S, 48 F.4th 18, 40 (1st Cir.
2022) (citation omitted).
B. Facts As Alleged in the Proposed Amended Complaint
1. 	Proposed Defendants
Sonesta International is a “worldwide owner and operator of hotels.” Proposed Am.
Compl. ¶ 13 [Doc. No. 62-1]. Plaintiffs allege that “Sonesta International is the equitable and
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parent owner of” the Sint Maarten Entities, id. ¶ 14, and that the Sint Maarten Entities are the
“actual, equitable, or apparent agent[s] of the Sonesta Defendants[,]” id. ¶ 7–8.
Plaintiffs allege that the Sonesta Entities and the Sint Maarten Entities have a
longstanding relationship, “including entry into licensing and franchise agreements” in which
Sonesta Licensing and Sonesta Franchise “granted an exclusive license and franchise to Resorts
of the World MV and Maho Hotel Operation BV to operate the Sonesta Maho [Beach Resort]
and use the ‘Sonesta’s Chain System’ including the trade and service marks ‘Sonesta’, ‘Sonesta
Hotels’ and ‘Sonesta Beach’.” Id. ¶¶ 38, 41. Plaintiffs allege that all proposed Defendants
“collectively own, operate, lease, control, and manage the Sonesta Maho [Beach Resort] in Sint
Maarten, including the common areas.” Id. ¶ 15.
The Sint Maarten Entities allegedly “use the Sonesta logo and marketing,” id. ¶ 37, and
the Sonesta Entities “publicly market” their “close affiliation” with the Sonesta Maho, id. ¶ 39.
“The Sonesta Maho [Beach Resort] is prominently displayed on the Sonesta Hotels, Resorts and
Casinos website,” and “[p]rospective guests are encouraged to make reservations for the Sonesta
Maho through the Sonesta website and Sonesta reservations system.” Id. ¶ 39(a)–(b); see Ex. B
to Proposed Am. Compl (pages from Sonesta website) [Doc. No. 62-2].
2. 	Plaintiffs’ Visit and Injuries
In June 2023, Plaintiffs were guests at the Sonesta Maho Beach Resort in Sint Maarten.
Proposed Am. Compl. ¶ 16 [Doc. No. 62-1]. Their decision to stay there was “based in large part
upon their understanding, based upon representation made by the Sonesta Defendants,” that it
“was part of the Sonesta brand, and would be a well- maintained facility of a known, high-end
American-owned hotel.” Id. ¶ 17. Plaintiffs “believed that they were dealing with a hotel owned
and operated by Sonesta International.” Id. ¶ 40.
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On June 4, 2023, Plaintiffs went to dine at Jing’s Kitchen, which was on the Sonesta
Maho Beach Resort premises, promoted on its website, and included in the all-inclusive package
that Plaintiffs had purchased. Id. ¶¶ 18–20. Upon entering the Sonesta Maho Beach Resort’s
main lobby, they were directed by signage and employees to ascend a common area stairway
connected to the main lobby. Id. ¶ 20. The stairway had no handrails and a broken step, “which
created an uneven and dangerous surface which caused Tenna Ingle, while exercising due care,
to fall.” Id. ¶¶ 21–22. Due to the fall, Tenna Ingle suffered “serious personal injuries, including
bilateral ankle fractures requiring surgery.” Id. ¶ 26. Tenna Ingle has incurred “substantial
medical expenses,” “suffered severe physical pain and mental anguish [and] permanent injury[,]”
and “been hindered in the future from attending to her business and personal affairs.” Id. ¶ 34.
No Sonesta Maho Beach Resort employee, agent, sign, or warning cautioned guests of
the “uneven and dangerous condition” of the stairway. Id. ¶ 23. The day after the fall and after
the incident was reported to the proposed Defendants, the proposed “Defendants began
effectuating repairs to the stairway[,] including the installation of handrails.” Id. ¶ 24.
C. Discussion
1. 	Direct Liability
“A successful negligence claim requires the plaintiff to prove that ‘the defendant owed
the plaintiff a duty of reasonable care, that the defendant breached this duty, that damage
resulted, and that there was a causal relation between the breach of the duty and the damage.’”
Carrozza v. CVS Pharmacy, Inc., 992 F.3d 44, 57 (1st Cir. 2021) (quoting Correa v. Schoeck,
479 Mass. 686, 693, 98 N.E.3d 191 (2018)).2 Where a negligence cause of action is brought
2 The Sonesta Entities assume for purposes of its opposition to the present motion that
Massachusetts law applies to the claims here. Sonesta Opp. 7 n.1 [Doc. No. 86]. Where Plaintiffs
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based on premises liability, only an “owner or possessor of land owes a common-law duty of
reasonable care to all persons lawfully on the premises.” Dos Santos v. Coleta, 465 Mass. 148,
154, 987 N.E.2d 1187 (2013).
The Sonesta Entities argue that the summary judgment record forecloses allegations in
the proposed amendment that the Sonesta Entities “collectively own” the Sonesta Maho Beach
Resort. Sonesta Opp. 8 [Doc. No. 86] (quoting Proposed Am. Compl. ¶ 15 [Doc. No. 62-1]).
The court agrees. Where the court has previously granted Sonesta International’s Motion
for Summary Judgment [Doc. No. 36] on the grounds that Plaintiffs did not dispute that Resort of
the World has owned the property at all relevant times, see Mem. & Order 7 [Doc. No. 87], and
where the proposed amendment alleges no facts plausibly suggesting otherwise or that any of the
Sonesta Entities possesses the Sonesta Maho Beach Resort, the court finds that amendment
would be futile as to the direct liability claims (Counts I and II) against the Sonesta Entities.
2. 	Vicarious Liability
The Sonesta Entities argue that Plaintiffs cannot state claims for vicarious liability based
again on the summary judgment record and a single licensing agreement to which Sonesta
Licensing was a party as Licensor, citing a wage-and-hour case from the Massachusetts Supreme
Judicial Court holding that vicarious liability for a franchisor depends on that franchisor’s
control or right to control the policy or practice at issue. See Sonesta Opp. 10 [Doc. No. 86];
Depianti v. Jan-Pro Franchising Int’l, Inc., 465 Mass. 607, 617, 990 N.E.2d 1054 (2013) (“A
franchisor is vicariously liable for the conduct of its franchisee only where the franchisor
have not addressed the choice-of-law issue, the court has applied Massachusetts law for purposes
of the motion for leave to amend.
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controls or has a right to control the specific policy or practice resulting in harm to the
plaintiff.”).
Even assuming Depianti controls in a negligence case, the Sonesta Entities’ argument is
unavailing. The licensing agreement they reference was produced in discovery by Sonesta
International, which moved for summary judgment prior to the close of the discovery period.
Where Sonesta Licensing and Sonesta Franchise have not yet been named as defendants nor
engaged in discovery, and where Plaintiffs plausibly allege that they have entered into further
licensing and franchise agreements, that sole agreement is insufficient to find amendment futile
as to vicarious liability.
Even considering the terms of that agreement, see Freeman v. Town of Hudson, 714 F.3d
29, 36 (1st Cir. 2013) (“some extrinsic documents may be considered without converting a
motion to dismiss into a motion for summary judgment” such as “documents the authenticity of
which are not disputed by the parties” and “documents sufficiently referred to in the complaint”),
the court does not find that the language unequivocally establishes an absence of control by
Sonesta Licensing. For example, the agreement imposes certain obligations upon the Licensee to
“adhere to Licensor’s performance/service standards” and participation in “the program of
quality assurance presently employed by Sonesta’s U.S. hotels[.]” Maxwell Aff., Ex. A
(Licensing Agreement) ¶ 20 [Doc. No. 38-2].
Nor do Plaintiffs’ claims fail as a matter of law based on the Sonesta Entities’ assertion
that “Sonesta Licensing does not have the right to control the stairs where the injury occurred.”
Sonesta Opp. 11 [Doc. No. 86] (emphasis omitted). Plaintiffs allege that the stairway where
Tenna Ingle fell was “a common area stairway connected to the main lobby” of the Sonesta
Maho Beach Resort, and that the next day, after being notified of the incident, “Defendants
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began effectuating repairs to the stairway[,] including the installation of handrails.” Proposed
Am. Compl. ¶¶ 20, 24 [Doc. No. 62-1].
Taking the allegations of the proposed Amended Complaint as true and drawing all
reasonable inferences in Plaintiffs’ favor, Nisselson, 469 F.3d at 150, the court does not find
amendment futile as to the claims for vicarious liability.3
3. 	Loss of Consortium
Finally, the Sonesta Entities argue that the loss of consortium claim is futile because it is
derivative of the other claims. Sonesta Opp. 12 n.2 [Doc. No. 86] (citing Sena v.
Commonwealth, 417 Mass. 250, 264, 629 N.E.2d 986 (1994)). Because the court finds that
amendment would not be futile as to the vicarious liability claims, the loss of consortium claim is
not futile based on its derivative status.
4. 	Conclusion as to Failure to State a Claim
In sum, Plaintiffs’ proposed amendment is futile as to the direct liability claims against
the Sonesta Entities, but not as to the vicarious liability and loss of consortium claims against the
Sonesta Entities.
IV. 	Futility for Lack of Personal Jurisdiction
The Sonesta Entities and the Sint Maarten Entities both argue that the proposed
amendment is futile as to the Sint Maarten Entities because the court cannot exercise personal
jurisdiction over them. See Sonesta Opp. 12–14 [Doc. No. 86]; see generally Sint Maarten
Entities Opp. [Doc. No. 83].
3 Because the court does not find amendment futile on the vicarious liability claims based on the
standard set forth in Depianti, the court need not address the Sonesta Entities’ alternative
argument that Depianti forecloses a theory of liability based on apparent agency. See Sonesta
Opp. 11 [Doc. No. 86].
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A. Standard of Review
“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 v. Farrell, 70 F.3d 1381, 1387 (1st Cir. 1995) (internal quotation marks
and citation omitted). The exercise of personal jurisdiction over a defendant must both be
authorized by statute and consistent with the due process requirements of the United States
Constitution. Barrett v. Lombardi, 239 F.3d 23, 26 (1st Cir. 2001). The plaintiff bears the burden
of establishing that personal jurisdiction exists. See Cossart v. United Excel Corp., 804 F.3d 13,
18 (1st Cir. 2015).
Where the court considers a Rule 12(b)(2) motion to dismiss for lack of personal
jurisdiction without holding an evidentiary hearing, the court applies the “prima facie standard.”
Sawtelle, 70 F.3d at 1386 n.1. To make a prima facie showing of jurisdiction, a plaintiff cannot
rest on the pleadings but must “proffer[] evidence that, if credited, is enough to support findings
of all facts essential to personal jurisdiction.” Boit v. Gar-Tec Products, Inc., 967 F.2d 671, 675
(1st Cir. 1992). Courts must also consider a defendant’s undisputed jurisdictional facts. Chen v.
United States Sports Acad., Inc., 956 F.3d 45, 56 (1st Cir. 2020). Generally, courts considering
jurisdictional claims are not required to “credit conclusory allegations or draw farfetched
inferences.” Lin v. TipRanks, Ltd., 19 F.4th 28, 33 (1st Cir. 2021) (quoting Ticketmaster-N.Y.,
Inc. v. Alioto, 26 F.3d 201, 203 (1st Cir. 1994)). However, “the district court is not acting as a
factfinder; rather, it accepts properly supported proffers of evidence by a plaintiff as true and
makes its ruling as a matter of law.” United Elec. Radio and Mach. Workers of America (UE) v.
163 Pleasant St. Corp., 987 F.2d 39, 44 (1st Cir. 1993).
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B. Undisputed Jurisdictional Facts
The Sint Maarten Entities are incorporated under the laws of and have their principal
place of business in Sint Maarten. Spadaro Aff. ¶ 5 [Doc. No. 83-1]. They do not and have never
had offices or employees, bank accounts, or real property in Massachusetts. Id. ¶¶ 8, 12, 13.
They do not and have never conducted “dedicated marketing campaigns specifically targeting
Massachusetts residents,” or contracted with any business in Massachusetts in connection with
operating the Sonesta Maho Beach Resort, or maintained regular telephone or mail contact with
any individual or company in Massachusetts for purposes of soliciting or conducting business.
Id. ¶¶ 9–11.
Maho Operations operates a website for the Sonesta Maho Beach Resort that is used to
market and book reservations at the Sonesta Maho Beach Resort. Id. ¶ 14. The Sint Maarten
Entities’ marketing initiatives are carried out on digital marketing channels such as Google,
Facebook, and Instagram, and are delivered globally and not targeted to any state. Id. ¶¶ 15–16.
The Sonesta Maho Beach Resort is included on a website operated by Sonesta, as well as in
Sonesta’s advertising, marketing, loyalty programs, and public relations. Id. ¶¶ 18–19.
C. Massachusetts Long-Arm Statute
“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.” Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc., 825 F.3d 28,
34 (1st Cir. 2016) (citation omitted). Even where a party presents “jurisdictional facts sufficient
to survive due process scrutiny, a judge would be required to decline to exercise jurisdiction if
the plaintiff was unable to satisfy at least one of the statutory prerequisites” of the long-arm
statute. Good Hope Indus., Inc. v. Ryder Scott Co., 378 Mass. 1, 6, 389 N.E.2d 76 (1979).
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“Because the long-arm statute imposes specific constraints on the exercise of personal
jurisdiction that are not coextensive with the parameters of due process, and in order to avoid
unnecessary consideration of constitutional questions, a determination under the long-arm statute
is to precede consideration of the constitutional question.” SCVNGR, Inc. v. Punchh, Inc., 478
Mass. 324, 325, 85 N.E.3d 50 (2017); see also A Corp. v. All Am. Plumbing, Inc., 812 F.3d 54,
59 (1st Cir. 2016) (noting recent caselaw suggesting “that the Commonwealth’s long-arm statute
may impose limits on the exercise of personal jurisdiction ‘more restrictive’ than those required
by the Constitution.”).
The Massachusetts long-arm statute provides in relevant part:
A court may exercise personal jurisdiction over a person, who acts directly or by
an agent, as to a cause of action in law or equity arising from the person’s
(a) transacting any business in this commonwealth;
(b) contracting to supply services or things in this commonwealth;
(c) causing tortious injury by an act or omission in this commonwealth; [or]
(d) causing tortious injury in this commonwealth by an act or omission outside
this commonwealth if he regularly does or solicits business, or engages in
any other persistent course of conduct, or derives substantial revenue from
goods used or consumed or services rendered, in this commonwealth . . . .
M.G.L. c. 223A, § 3 (paragraphs (e)–(h) omitted). Under any prong of the statute, the phrase “a
cause of action . . . arising from” requires but-for causation. Cossart, 804 F.3d at 18 (citing Tatro
v. Manor Care, Inc., 416 Mass. 763, 770, 625 N.E.2d 549 (1994)).
Section (b) does not apply because the Sint Maarten Entities are not alleged to have
supplied services or things in Massachusetts. Sections (c) and (d) do not apply because the injury
complained of occurred in Sint Maarten.
Plaintiffs appear to contend that section (a) applies because of the alleged agency
relationship between the Sint Maarten Entities and the Sonesta Entities. See Proposed Am.
Compl. ¶ 13 [Doc. No. 62-1] (“This Court has personal and/or general jurisdiction over [the Sint
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Maarten Entities] . . . as agents of the Sonesta Defendants[.]”). But although “[f]or purposes of
personal jurisdiction, the actions of an agent [here, the Sint Maarten Entities] may be attributed
to the principal [the Sonesta Entities][,]” Daynard v. Ness, Motley, Loadholt, Richardson &
Poole, P.A., 290 F.3d 42, 55 (1st Cir. 2002) (footnote and citations omitted), no authority has
been offered to suggest the reverse: that the actions of a principal may be used to establish
personal jurisdiction over an agent. See also M.G.L. c. 223A, § 3 (“court may exercise personal
jurisdiction over a person, who acts directly or by an agent”).
Plaintiffs also appear to contend that section (a) applies because of the Sonesta Maho
Beach Resort’s appearance on the Sonesta website and reservations system. See Proposed Am.
Compl. ¶ 39 [Doc. No. 62-1]. To the extent this fact suggests the Sint Maarten Entities have
transacted business in Massachusetts, that is insufficient because the long-arm statute requires
that the relevant conduct be the but-for cause of Plaintiffs’ injuries, see Cossart, 804 F.3d at 18,
that is, that the Sint Maarten Entities transacted business with Plaintiffs through the booking of
their reservations while in Massachusetts. The proposed amendment does not allege or support
an inference that Plaintiffs were in Massachusetts at any time relevant to the events of this case.
To the contrary, it only alleges that Plaintiffs primarily reside in Atlanta, Georgia. Proposed Am.
Compl. ¶¶ 1–2 [Doc. No. 62-1].
Therefore, Plaintiffs cannot satisfy any of the statutory prerequisites of the long-arm
statute, and the court cannot exercise personal jurisdiction over the Sint Maarten Entities. See
Good Hope, 378 Mass. at 6. And because the long-arm statute contains specific constraints that
are not coextensive with the due process analysis, the court need not reach that analysis. See
SCVNGR, 478 Mass. at 325.
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Accordingly, the court finds Plaintiffs’ proposed amendment as to the Sint Maarten
Entities would be futile for lack of personal jurisdiction over them.4
V. 	Conclusion
For the foregoing reasons, Plaintiffs’ Motion to Amend Complaint [Doc. No. 62] is
DENIED as to the direct liability claims against the Sonesta Entities and as to all claims against
the Sint Maarten Entities, and is otherwise allowed. An Amended Complaint that complies with
this order may be filed no later than December 1, 2025.
IT IS SO ORDERED.
November 19, 2025 	/s/ Indira Talwani
United States District Judge
4 Where no party has yet challenged the addition of Proposed Defendant Maho Parking and
Shops, the court will not bar amendment including that entity. Nothing in the record thus far
suggests the analysis would be different for Maho Parking and Shops, however, where there are
no specific allegations other than that its principal place of business is Sint Maarten. See
Proposed Am. Compl. ¶ 9 [Doc. No. 62-1]. Once served with the Amended Complaint, Maho
Parking and Shops may challenge suit for lack of personal jurisdiction.
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