![]() On March 11, 2020, Hall emailed Howlett from her office in Maine to ask whether the acquisition would impact their pending contract and whether Premier should “explore relationships with other PGx testing labs.” In response, Howlett emailed Hall a fully executed copy of the CSA and informed her “that Invitae had confirmed that its acquisition of Genelex would have no impact on the relationship, or contract, between Genelex and Premier Diagnostics.” Baptist and Genelex then executed an agreement under which Genelex would provide PGx testing for Baptist. In March 2020, with the CSA still only partially executed, Invitae announced that it had entered into an agreement to acquire Genelex.2 For purposes of this appeal, Invitae concedes that Genelex was thereafter acting as its agent. Hall did so at Genelex’s request, even though Genelex had not yet signed the CSA. Thereafter, Hall continued to work diligently to finalize the deal between Baptist and Genelex. Hall signed and returned the agreement about a month later. 4 In January 2020, Howlett emailed Hall a proposed consulting services agreement (CSA) between Premier and Genelex the CSA included a statement of work for the Baptist account. For the next six months, Hall worked nearly full time to finalize the Genelex-Baptist agreement. Eventually, Baptist informed Hall that it had decided to partner with Genelex based on her recommendation and efforts. In September and October 2019, Hall spent considerable time cultivating the relationship between Genelex and Baptist. Genelex formalized this representation in a letter of intent, emailed to Hall around August 21, 2019, offering to engage Premier as a consultant on various Genelex PGx accounts, including the Baptist account. As the point person on the account, Hall would have a host of responsibilities, including onboarding, regular evaluation, monitoring, and consulting. After some time, the Genelex team represented to Hall that if she could broker a deal between Genelex and Baptist, she would be Genelex’s designated “point person” on the Baptist account. Hall corresponded with Genelex and its chief executive officer, Chris Howlett, for several months during 2019, discussing the benefits that Genelex could provide to her client, Baptist. Around the same time, Hall started networking with a PGx testing laboratory called Genelex. 3 In June 2019, Hall was working with a healthcare system in Florida, Baptist Health (Baptist), to match it with a new PGx testing laboratory. Thus, Premier is a citizen of both Delaware and Maine. 2020) (noting that many courts apply the same “at home” test used for corporations to LLCs). 117, 137 (2014) (explaining that a corporation is “at home” in the state where it is incorporated and the state where it has its principal place of business) Frank v. 1 For purposes of personal jurisdiction, a limited liability company is a resident or citizen of the state under whose laws it is organized and of the state where it has its principal place of business. Premier does not argue that these contacts with Maine are sufficient, without more, to confer personal jurisdiction over Invitae. In 2020, Invitae made $1,194,409 in sales to customers in Maine, representing less than one-half of one percent of its total sales for that period. Of its 2,555 employees, six are located in Maine and work from home. It asserts it is not registered to do business in Maine, has no registered agent in Maine, and does not own any real or personal property in Maine. It is a leading national provider of medical genetic testing services. Invitae is a Delaware corporation with its principal place of business in California. A significant element of Premier’s business is to use Hall to introduce pharmacogenetic testing services (PGx testing) to healthcare organizations and match them with laboratories who provide PGx testing. As such, Premier is a Maine resident.1 Kelly Hall is a member and the only employee of Premier she also resides in Madison. 2 Premier is a Delaware limited liability company, and its principal place of business is in Madison, Maine. ![]() BACKGROUND The following facts, which we construe in Premier’s favor, are contained in the parties’ pleadings and affidavits. Because we conclude that Maine has personal jurisdiction over Invitae in this case, we vacate the judgment of dismissal. Premier Diagnostics appeals from an order of the Superior Court (Somerset County, Mullen, C.J.) dismissing its complaint for lack of personal jurisdiction over the defendant, Invitae Corporation. MAINE SUPREME JUDICIAL COURT Reporter of Decisions Decision: 2023 ME 1 Docket: Som-22-26 Argued: OctoDecided: JanuPanel: STANFILL, C.J., and MEAD, JABAR, HORTON, CONNORS, and LAWRENCE, JJ. ![]()
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