Mayur, LLC v. Freedom Foods, LLC

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
)
MAYUR LLC, d/b/a PARIVA, LLC, 	)
)
Plaintiff, 	)
)
v. 	) 	No. 1:25-cv-11160-JEK
)
FREEDOM FOODS, LLC, 	)
)
Defendant. 	)
)
MEMORANDUM AND ORDER
ON DEFENDANT’S MOTION TO DISMISS
KOBICK, J.
This is a breach of contract action involving spreadable yogurt snacks. Plaintiff Mayur,
LLC, doing business as Pariva, LLC, is a Massachusetts-based business that produces yogurt
snacks called Pariva Bites. Defendant Freedom Foods, LLC is a Vermont-based contract
manufacturer for specialty food brands. After Pariva and Freedom Foods allegedly entered into
contracts governing the production of Pariva Bites and equipment used in that production, Pariva
found mold in the Pariva Bites produced by Freedom Foods. Pariva then sued Freedom Foods for
breach of contract, breach of implied warranties, quantum meruit, and a violation of M.G.L.
c. 93A. Pending before the Court is Freedom Foods’ motion to dismiss for lack of personal
jurisdiction or improper venue, or, in the alternative, to transfer this action to the United States
District Court for the District of Vermont. Pariva opposes those motions and has moved, in the
alternative, for limited discovery as to personal jurisdiction. Because Pariva has not established
that the Court has personal jurisdiction over Freedom Foods, the case will be dismissed without
prejudice to refiling in a Court of competent jurisdiction. And, because the additional discovery
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Pariva proposes does not pertain to the fundamental jurisdictional defect, its request for
jurisdictional discovery will be denied.
BACKGROUND
The following facts are recounted as alleged in the complaint, supplemented with the
jurisdictional evidence submitted in connection with the motion to dismiss. See Baskin-Robbins
Franchising LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016). The Court will give
“credence to the plaintiff’s version of genuinely contested facts,” id., and will consider the
defendant’s proffered facts “only to the extent that they are uncontradicted,” Adelson v. Hananel,
510 F.3d 43, 48 (1st Cir. 2007).
Pariva is a limited liability company whose sole member and owner, Manjari Saha, is a
resident of Massachusetts. ECF 12-1, ¶¶ 1, 3; ECF 19. Pariva sells Pariva Marinated Yogurt Bites
(“Pariva Bites”), a spreadable yogurt snack that comes in a variety of flavors. ECF 12-1, ¶ 5.
Freedom Foods is a limited liability company whose sole member and manager, Cathy Bacon, is
a resident of Vermont. ECF 9-1, ¶¶ 1-2; ECF 20. Freedom Foods is a contract manufacturer for
brands of specialty food and beverage products seeking to scale their production. ECF 9-1, ¶ 3;
ECF 12-1, ¶ 8. Though located in Vermont, Freedom Foods has previously worked with out-of-
state companies, including at least two based in Massachusetts. ECF 12-1, ¶ 8. Freedom Foods
holds a Safe, Quality, Food (“SQF”) certification, which means that its facilities “follo[w] the
highest food and safety practices.” ECF 1-1, ¶ 9; see ECF 9-1, ¶ 3.
Since 2020, Pariva has sold Pariva Bites at New England-area Whole Foods Market
locations, specialty stores, and local farmer’s markets. ECF 12-1, ¶ 5. Interested in expanding its
sales, Pariva sought recommendations in 2020 for a manufacturer that could “co-pack” its
products. Id. ¶ 6. “Co-packing,” in this context, refers to the arrangement whereby small businesses
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pay Freedom Foods to manufacture their products at its Vermont facility. Hillside Harvest, a
Massachusetts business that had previously worked with Freedom Foods, recommended Freedom
Foods to Pariva. Id. Pariva reached out to Freedom Foods but, after initial conversations, decided
not to move forward with the co-packing relationship due to the costs involved. Id.
In September 2022, Pariva reached out to Freedom Foods again about scaling up its
production of Pariva Bites. Id. ¶ 10; ECF 12-3, at 2. That time, the discussions between Pariva and
Freedom Foods progressed further. On the understanding that Freedom Foods possessed a machine
capable of producing Pariva Bites, Saha signed a variety of onboarding documents. ECF 12-1,
¶¶ 10-11. These documents were titled “Purpose of a Test Day(s),” “Client Ingredient Sourcing /
Vendor Compliance Checklist,” “Freedom Foods Test Day,” “Client Rates/Schedule of Fees,” and
“Mutual Non-Disclosure Agreement.” Id. ¶ 10 (Saha averring that she “signed onboarding
documents”); ECF 9-1, ¶ 7; ECF 9-2, 9-3, 9-4, 9-5, 9-6. Though the forms were dated, they did
not specify the duration of the parties’ agreements. See id. The non-disclosure agreement contained
a Vermont choice-of-law provision and a Vermont forum selection clause. ECF 9-6, § 12(b).
The parties’ plan was to start with a “test day” at Freedom Foods to see if its machinery
could produce Pariva Bites. ECF 12-1, ¶ 11; ECF 12-3, at 2. But, after a failed trial run on an
identical machine at a Massachusetts supplier, Pariva opted to cancel the test day at Freedom
Foods. ECF 12-1, ¶¶ 11, 12. It was Saha’s understanding that, upon cancellation of the test day,
the previously signed onboarding documents were no longer in effect. Id. ¶ 12.
In January 2024, Whole Foods Market notified Pariva that it wished to expand its sales of
Pariva Bites beyond New England, and Costco expressed interest in selling Pariva Bites. Id. ¶ 13.
Because both retailers would require that Pariva scale up its production and that Pariva Bites be
SQF-certified, Pariva reached back out to Freedom Foods in March 2024 to explore production.
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Id. ¶¶ 13-14; ECF 12-3, at 3-5. Freedom Foods and Pariva exchanged several emails about
Freedom Foods’ SQF certification and ingredients for Pariva Bites. ECF 12-3, at 3-5. In the emails,
Pariva clarified that “part of the run will go to [Whole Foods].” Id. at 3. Freedom Foods did not,
however, have an appropriate machine to produce Pariva Bites. ECF 12-1, ¶ 15. Knowing this,
Pariva suggested that it equip Freedom Foods with the proper machinery by (1) lending its sole
machine to Freedom Foods and (2) purchasing a larger, faster machine and lending it, too, to
Freedom Foods. Id. In making this suggestion, Pariva “made it clear” to Freedom Foods that, in
lending its sole equipment to Freedom Foods, Pariva would not be able to fulfill a standing
purchase order. Id. In Pariva’s view, both parties therefore understood that the “run that would be
conducted by Freedom Foods would be a two-day production—not a traditional test day.” Id.
Throughout March 2024, the parties exchanged emails about drafting a contract for the
equipment arrangement and about the first steps for producing Pariva Bites. See ECF 12-3, at 7-
11; ECF 12-4. Responding to a question from Freedom Foods about ingredients and equipment
delivery timing, Pariva said: “Based on [Freedom Foods’] agreement, there are severe penalties
for not keeping a date, so I am reticent to [set one] without [an equipment contract] in place. I do
need to get a production run done soon, so trying to move this along as much as possible.” ECF
12-4, at 2. In reply, Freedom Foods explained that “[t]he agreement is a shell” and clarified that
Pariva was “not . . . committing to a [co-packing] contract – i.e. a set number of days of production
per month.” Id. Rather, Freedom Foods said, Pariva was going to start “on call,” meaning Pariva
would pay “the same daily rate charges as a core contract” but “retain the flexibi[l]ity of scheduling
days based on production needs.” Id. Freedom Foods also indicated that there would be production
expectations when Pariva “advance[d] to a co-packing contract,” but those expectations had not
been determined because the parties had not yet “run any test/production.” Id. On April 4, 2024,
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the parties executed an “Equipment Placement Agreement” governing Pariva’s lease of its
equipment to Freedom Foods. ECF 12-1, ¶ 19; ECF 9-1, ¶ 3; ECF 9-7.1 The equipment agreement
contained a Vermont choice-of-law provision. ECF 9-7, § 13.
On April 22 and April 23, 2024, Pariva and Freedom Foods produced Pariva Bites at
Freedom Foods’ facility in Vermont using Pariva’s equipment. ECF 12-1, ¶ 21. In advance of that
production, Pariva purchased “ingredients in an amount that was appropriate for a production run,”
in excess of what was ordered for the test day planned for 2022. Id. ¶ 20. Saha attended the
production and, while there, “noted unsanitary work areas, machinery that was not properly
cleaned, [and] oils from the previous day not properly stored.” Id. ¶ 21. After production, Pariva
and Freedom Foods collaborated to ship the Pariva Bites to Pariva’s distributor, Seacrest Foods
International, Inc., in Lynn, Massachusetts. See 12-6, at 2-3, 33 (Freedom Foods reaching out
directly to a shipping company to “arrange shipment of one pallet of refrigerated food to be picked
up at Freedom Foods in Randolph[,] VT, going to Seacrest in Lynn, MA”).
In early May 2024, Pariva and Freedom Foods began communicating about a second
production of Pariva Bites. Pariva made clear to Freedom Foods that it had “production needs for
May” and thus wished to initiate a second production promptly. ECF 12-7, at 2. In response,
Freedom Foods quoted the cost of a “two day production run” and recommended adjustments for
the next production to improve efficiency. Id. Throughout the rest of the month and early June, the
parties engaged in consistent communications over challenges with delivery dates, “best-by” dates,
1 The Equipment Placement Agreement submitted to the Court is missing a signature from
Freedom Foods. ECF 9-7, at 4. Nonetheless, because Freedom Foods, in the affidavit of its owner
Cathy Bacon, admits that “Freedom Foods and Pariva . . . reached at least three separate
agreements” and refers to “[t]he third agreement” as the “Equipment Placement Agreement,” the
Court assumes, without deciding, that such an agreement was properly executed between the
parties. ECF 9-1, ¶¶ 5, 9.
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payments, and “food safety concerns.” ECF 12-1, ¶¶ 23-24; ECF 12-7, at 4-35. On May 30, June
5, or June 6, 2024, Freedom Foods ran a second production of Pariva Bites. ECF 12-1, ¶ 24. From
June 5 until June 13, Pariva and Freedom Foods exchanged emails arranging for the second
production to be picked up and shipped in two batches: one directly to Pariva’s location in
Dorchester, Massachusetts, and the other to Seacrest, in Lynn, Massachusetts. ECF 12-6, at 5-22
(emails, bills of lading, and packing slips). The production was picked up from Freedom Foods on
June 13. See id. at 5.
At some point in the summer of 2024, a customer notified Pariva that mold was present in
a recently purchased jar of Pariva Bites. ECF 12-1, ¶ 25. Pariva then inspected the portion of the
second production it had received from Freedom Foods and found that “a majority of the jars had
mold in them.” Id. Pariva alerted Seacrest, its distributor, about the mold issue. Id. On July 15,
2024, Pariva initiated a voluntary recall with the Food and Drug Administration, which directed
Pariva to destroy all Pariva Bites produced at Freedom Foods. Id. ¶ 26. After alerting Freedom
Foods to the voluntary recall, Pariva requested the return of its machinery, but Freedom Foods
initially refused. Id. ¶¶ 27-28. When Pariva did finally get its equipment back, its machinery was
“returned uncleaned,” with mold, and “either broken or missing pieces.” Id. ¶ 28.
Pariva filed this lawsuit in April 2025 in Suffolk Superior Court, asserting six claims
against Freedom Foods: breach of its contract to produce Pariva Bites (Count I); breach of the
equipment contract (Count II); breach of the implied warranty of merchantability (Count III);
breach of the implied warranty of fitness for a particular purpose (Count IV); quantum meruit
(Count V); and a violation of M.G.L. c. 93A (Count VI). ECF 1-1, ¶¶ 25-54. Invoking diversity
jurisdiction, Freedom Foods removed this case to this Court in April 2025. ECF 1. Freedom Foods
then moved to dismiss Pariva’s complaint for lack of personal jurisdiction or improper venue under
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Federal Rules of Civil Procedure 12(b)(2) and (3), respectively. ECF 8. In the alternative, Freedom
Foods moved to transfer this action to the United States District Court for the District of Vermont
pursuant to 28 U.S.C. § 1404(a). Id. Pariva opposed those motions and moved, in the alternative,
for limited discovery as to personal jurisdiction. ECF 12. After Freedom Foods filed its reply, the
Court held a hearing and took the motions under advisement. ECF 15, 21.
DISCUSSION
I. 	Personal Jurisdiction.
Freedom Foods first moves to dismiss Pariva’s complaint for lack of personal jurisdiction
under Federal Rule of Civil Procedure 12(b)(2). In considering such a motion, a court may use one
of three methods to assess whether the plaintiff has met its burden to establish personal jurisdiction:
the prima facie method, the preponderance method, or the likelihood method. See A Corp. v. All
Am. Plumbing, Inc., 812 F.3d 54, 58 & n.5 (1st Cir. 2016). The prima facie method is the method
“most commonly employed in the early stages of litigation,” and neither party disputes its
application here. Rodriguez v. Fullerton Tires Corp., 115 F.3d 81, 83-84 (1st Cir. 1997). Under the
prima facie approach, the Court must ask whether the plaintiff has proffered “evidence which,
taken at face value, suffices to show all facts essential to personal jurisdiction.” Baskin-Robbins,
825 F.3d at 34. It is not sufficient for a plaintiff to “‘rely on unsupported allegations in [its]
pleadings.’” A Corp., 812 F.3d at 58 (quoting Platten v. HG Bermuda Exempted Ltd., 437 F.3d 118,
134 (1st Cir. 2006)). The plaintiff must “go beyond the pleadings and make affirmative proof.”
Rosenthal v. Bloomingdales.com, LLC, 101 F.4th 90, 94 (1st Cir. 2024) (quotation marks omitted).
In a diversity case like this one, Pariva must show that the Court’s exercise of jurisdiction
over Freedom Foods meets the requirements of the Commonwealth’s long-arm statute, M.G.L.
c. 223A, § 3, and the constitutional minimum demanded by due process. See Rosenthal, 101 F.4th
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at 94-95. Here, the Court will “bypass the statutory phase of the jurisdictional inquiry” because,
as will be explained, Pariva’s evidence in support of personal jurisdiction over Freedom Foods
does not “pass constitutional muster.” Sawtelle v. Farrell, 70 F.3d 1381, 1388 (1st Cir. 1995).
“Due process dictates that a court may only assert its power over an out-of-forum defendant
if the party has ‘such contacts with the forum [State] that the maintenance of the suit is reasonable,
in the context of our federal system of government, and does not offend traditional notions of fair
play and substantial justice.’” Sec. & Exch. Comm’n v. Gastauer, 93 F.4th 1, 8 (1st Cir. 2024)
(quoting Ford Motor Co. v. Montana Eighth Jud. Dist. Ct., 592 U.S. 351, 358 (2021)). The due
process inquiry “has long focused on the nature and extent of ‘the defendant’s relationship to the
forum State.’” Ford Motor Co., 592 U.S. at 358 (quoting Bristol-Myers Squibb Co. v. Super. Ct. of
California, S.F. Cnty., 582 U.S. 255, 262 (2017)). Pariva contends that this Court has specific, not
general, jurisdiction over Freedom Foods. ECF 12, at 5; see Ford Motor Co., 593 U.S. at 358-60
(distinguishing general and specific jurisdiction). In a specific jurisdiction case, the exercise of
jurisdiction over the defendant satisfies due process if the plaintiff can “show that (1) its claim
directly arises out of or relates to the defendant’s forum activities; (2) the defendant’s forum
contacts represent a purposeful availment of the privilege of conducting activities in that forum,
thus invoking the benefits and protections of the forum’s laws and rendering the defendant’s
involuntary presence in the forum’s courts foreseeable; and (3) the exercise of jurisdiction is
reasonable.” Plixer Int’l, Inc. v. Scrutinizer GmbH, 905 F.3d 1, 7 (1st Cir. 2018). “This test is
flexible and fact-specific, written more in shades of grey than in black and white.” Rosenthal, 101
F.4th at 95 (quotation marks omitted).
The first five counts of Pariva’s complaint assert contract and contract-related claims
against Freedom Foods. For such claims, determining whether the claim arises out of or relates to
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the defendant’s forum activities turns on “whether the defendant’s activity in the forum state was
instrumental either in the formation of the contract or its breach.” Vapotherm, Inc. v. Santiago, 38
F.4th 252, 258-59 (1st Cir. 2022) (quotation marks omitted). As to formation, “[n]othing could be
more instrumental . . . than the literal act of forming the contract itself.” Adelson, 510 F.3d at 49
(quotation marks omitted). The Court therefore looks primarily to whether the contract was
formalized and entered into in Massachusetts. See Vapotherm, 38 F.4th at 259. Relevant, too, is
whether “the contract itself subjected the [defendant] to ‘substantial control and ongoing
connection to [Massachusetts] in the performance of [the] contract.’” Id. at 260 (quoting Adelson,
510 F.3d at 49).
Pariva’s theory of its first breach of contract claim is that the parties formed a production
contract via emails exchanged between March 2024, when the parties discussed Freedom Foods’
SQF certification and Pariva’s Whole Foods production, and late May 2024, when the parties
discussed the cost for the two-day production run. See ECF 12-3, at 3; ECF 12-7, at 2. This
contract, in Pariva’s view, reflected an agreement between the parties whereby Pariva would pay
Freedom Foods to produce Pariva Bites at its Vermont facility and then help “arrange for shipment
[of] both productions to Pariva’s distributor and to Pariva.” ECF 12-1, at 30-31. Freedom Foods
disputes that any such contract was formed. But the Court need not resolve this dispute, because
even if such a contract was formed, Pariva has provided no evidence that any steps involved in its
formation occurred in Massachusetts, rather than Vermont. See Vapotherm, 38 F.4th at 259; Adams
v. Adams, 601 F.3d 1, 6 (1st Cir. 2010) (relatedness not established where “the specific terms of
[the] contract were [not] formalized and entered into in the forum state,” but rather were discussed
over the phone (quotation marks omitted)); Adelson, 510 F.3d at 49-50 (relatedness established
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where the plaintiff provided evidence that the contract was formalized and entered into during the
defendant’s in-person trip to Massachusetts).
Pariva fares no better in demonstrating that the alleged production contract subjected
Freedom Foods to substantial control and ongoing connection to Massachusetts in the performance
of the contract. See Vapotherm, 38 F.4th at 259. As a party to that contract, Pariva stood to benefit
from that agreement in Massachusetts, including through Freedom Foods’ efforts to help arrange
shipment of the Pariva Bites to Massachusetts. But these facts do not suggest an ongoing
connection between Freedom Foods and Massachusetts, because the vast majority of Freedom
Foods’ obligations under the alleged contract—namely, the manufacturing and packaging of Pariva
Bites at its facility—occurred in Vermont. Freedom Foods’ limited contacts with Massachusetts
are insufficient to conclude that it was subject to substantial control in this forum. Compare
Vapotherm, 38 F.4th at 259 (relatedness not established where the defendant’s performance
occurred outside the forum and his contacts with the forum were “limited and infrequent”), with
C.W. Downer & Co. v. Bioriginal Food & Sci. Corp., 771 F.3d 59, 64-66 (1st Cir. 2014)
(relatedness established where “performance under the contract” occurred in Massachusetts), and
Cossart v. United Excel Corp., 804 F.3d 13, 20 (1st Cir. 2015) (similar).
Similarly, Pariva has not established that the April 2024 equipment contract, at issue in
Count II of the complaint, was formed in Massachusetts or subjected Freedom Foods to substantial
control or ongoing connection to Massachusetts. The record does not specify where this contract
was executed, and Pariva provides no evidence that Freedom Foods’ equipment usage was
substantially controlled in Massachusetts. See Vapotherm, 38 F.4th at 259. Rather, the terms of the
equipment contract govern Freedom Foods’ use and maintenance of Pariva’s equipment at its
facility in Vermont. See ECF 9-7; ECF 12-1, ¶¶ 8, 15. Although the equipment contract required
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Freedom Foods to deliver the machinery “back to [Pariva] upon demand and without delay,” this
singular, 	potential 	contact 	with 	Massachusetts 	does 	not 	warrant 	the 	exercise of 	specific
jurisdiction. ECF 9-7, § 1; see Vapotherm, 38 F.4th at 260 (defendant’s “limited and infrequent”
contacts with forum regarding administrative matters does not amount to being “subject to
substantial control there”).
Nor has Pariva provided evidence that Freedom Foods’ contacts with Massachusetts were
instrumental to the alleged breach of the production or equipment contracts. Pariva alleges that
Freedom Foods breached the production contract by “fail[ing] to adhere to Pariva’s specifications”
and “us[ing] cost-saving measures” that caused the Pariva Bites produced by Freedom Foods to
be “contaminated with mold.” ECF 1-1, ¶¶ 28-29. Each of these alleged acts or failures references
Freedom Foods’ activities in Vermont, where production occurred. As to the equipment contract,
Pariva alleges a breach based on Freedom Foods’ “refus[al] to return the equipment upon explicit
request,” failure to “properly operate the equipment,” and restriction of “Pariva’s access to
[Freedom Foods’] premises.” ECF 1-1, ¶ 34. Here, too, all the alleged failings by Freedom Foods
stemmed from choices made or actions taken in Vermont, not Massachusetts. Beyond the fact that
it experienced alleged contractual damages in Massachusetts, Pariva has proffered no evidence
linking Freedom Foods’ alleged breach of either contract to Massachusetts. See Vapotherm, 38
F.4th at 259. Without such evidence, Freedom Foods’ Massachusetts-based activities cannot be
deemed “instrumental” to the breach of either contract. Id.
Counts III, IV, and V of the complaint assert additional contract-related claims. Counts III
and IV, respectively, allege that Freedom Foods breached the implied warranty of merchantability
and the implied warranty of fitness for a particular purpose. Where, as here, a plaintiff’s breach of
warranty claim seeks purely economic recovery, that claim sounds in contract. See Commonwealth
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v. Johnson Insulation, 425 Mass. 650, 653 (1997); Heath v. Palmer, 181 Vt. 545, 550 (2006). Count
V asserts a claim for quantum meruit, a quasi-contract theory of recovery. See Salamon v. Terra,
394 Mass. 857, 859 (1985); Masiello Real Est., Inc. v. Matteo, 215 Vt. 607, 618-19 (2021). Though
quantum meruit claims are independent of contract claims, they are likewise considered
contractual in nature. See Bushkin Assocs., Inc. v. Raytheon Co., 906 F.2d 11, 15-16 (1st Cir. 1990)
(quantum meruit claims typically “arise in a contractual context” and are considered contract
related in Massachusetts courts); In re Est. of Elliott, 149 Vt. 248, 253 n.2 (1988) (the doctrine of
unjust enrichment “has been partially incorporated into the law of contracts”); DJ Painting, Inc. v.
Baraw Enters., Inc., 172 Vt. 239, 242 & n.2 (2001) (explaining that the distinction between unjust
enrichment and quantum meruit “lies not in the alleged wrong committed by the defendant but
rather in the measure of recovery for that wrong”). Because the allegations supporting Pariva’s
breach of implied warranty and quantum meruit claims are derivative of those set forth in its breach
of contract claims, Counts III through V fail to establish relatedness for the same reasons.
Pariva asserts in Count VI that Freedom Foods violated M.G.L. c. 93A through its “unfair
or deceptive acts or practices,” as set forth “in detail” in Counts I through V. ECF 1-1, ¶¶ 50-54.
Because Pariva makes no Chapter 93A allegations distinct from those set forth in its contract
claims, the same jurisdictional analysis applies. See Slade Gorton & Co. v. HSBC Bank Canada,
No. 13-cv-12290-DJC, 2014 WL 4772264, at *10 (D. Mass. Sep. 23, 2014) (applying the same
personal jurisdiction analysis to the plaintiff’s contracts claims and Chapter 93A claims where the
bases were “identical”). For the same reasons the Court lacks personal jurisdiction over Pariva’s
contract claims against Freedom Foods, the Court cannot exercise specific personal jurisdiction
over Pariva’s Chapter 93A claim.
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At bottom, because Pariva has failed to demonstrate that Freedom Foods’ Massachusetts
contacts were instrumental to the formation or breach of the production or equipment contracts,
relatedness has not been met for any of its claims. On that basis alone, the Court lacks personal
jurisdiction over Freedom Foods, so it need not separately consider whether Pariva has established
the purposeful availment and reasonableness elements of the specific jurisdiction test or whether
Pariva satisfies the Commonwealth’s long-arm statute.
II. 	Pariva’s Request for Jurisdictional Discovery.
In opposing Freedom Foods’ motion to dismiss, Pariva sought jurisdictional discovery in
the event the Court concluded that it had not adequately demonstrated personal jurisdiction over
Freedom Foods. ECF 12, at 17. While a “timely and properly supported request for jurisdictional
discovery merits solicitous attention,” United States v. Swiss Am. Bank, Ltd., 274 F.3d 610, 625
(1st Cir. 2001) (quotation marks omitted), district courts retain “‘broad discretion’ to determine
whether jurisdictional discovery is warranted,” Motus, LLC v. CarData Consultants, Inc., 23 F.4th
115, 128 (1st Cir. 2022) (quoting Swiss Am. Bank, 274 F.3d at 626). A plaintiff, like Pariva, seeking
such discovery must make “a colorable claim for personal jurisdiction.” Swiss Am. Bank, 274 F.3d
at 625-26. “The threshold is low: a party must identify a non-frivolous dispute about facts that may
yield a sufficient predicate for in personam jurisdiction.” Motus, 23 F.4th at 128.
Pariva has failed to clear this threshold. The discovery Pariva seeks—information
regarding Freedom Foods’ transactions with other Massachusetts businesses and contacts with
Massachusetts arising from those transactions, see ECF 12, at 18—cannot “yield a sufficient
predicate for in personam jurisdiction” because it has no conceivable bearing on relatedness,
Motus, 23 F.4th at 128. To be sure, the discovery Pariva requests could unearth facts indicating
that Freedom Foods has purposefully availed itself of the privilege of conducting activities in
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Massachusetts. But where, as here, a plaintiff fails to satisfy the threshold requirement that its
claims arise out of or relate to the defendant’s in-forum activities, allowing jurisdictional discovery
on a different element of the specific jurisdiction inquiry “promise[s] to be an exercise in futility.”
Motus, 23 F.4th at 128. Pariva’s request is, accordingly, denied.
CONCLUSION AND ORDER
For the foregoing reasons, Freedom Foods’ motion to dismiss, ECF 8, is GRANTED, and
Pariva’s 	cross-motion 	for 	jurisdictional 	discovery, 	ECF 	12, 	is 	DENIED. 	This 	action 	is
DISMISSED without prejudice.
SO ORDERED.
/s/ Julia E. Kobick
JULIA E. KOBICK
UNITED STATES DISTRICT JUDGE
Dated: December 4, 2025
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