          United States Court of Appeals
                      For the First Circuit


No. 14-1327

                      C.W. DOWNER & COMPANY,

                      Plaintiff, Appellant,

                                v.

              BIORIGINAL FOOD & SCIENCE CORPORATION,

                       Defendant, Appellee.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

          [Hon. Denise J. Casper, U.S. District Judge]


                              Before

                       Lynch, Chief Judge,
                Stahl and Barron, Circuit Judges.


     Steven J. Torres, with whom Kate S. Swartz and Torres Scammon
& Day LLP were on brief, for appellant.
     Alan D. Rose, Jr., with whom R. Victoria Fuller and Rose,
Chinitz & Rose were on brief, for appellee.



                        November 12, 2014
               LYNCH, Chief Judge.           The Due Process Clause of the

Fourteenth          Amendment   allows   a     state's    courts    to       exercise

jurisdiction over a nonresident defendant only when doing so "does

not offend 'traditional notions of fair play and substantial

justice.'"      Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)

(quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940)).                           This

contract case presents these issues where the parties' contacts

were     not    first-hand      and   involved    no     physical   presence       in

Massachusetts, but were by phone, e-mail, and internet over an

international border.           The district court concluded that it could

not exercise personal jurisdiction over the defendant consistently

with the Due Process Clause.          C.W. Downer & Co. v. Bioriginal Food

& Sci. Corp., No. 13-11788-DJC, 2014 WL 815189 (D. Mass. Mar. 3,

2014).    We conclude to the contrary that the Massachusetts courts

do have long-arm jurisdiction over the Canadian defendant.

               In    2009,   the   defendant     Bioriginal    Food      &    Science

Corporation, a Canadian company, contracted with C.W. Downer & Co.,

a Massachusetts investment bank, to be its exclusive financial

advisor for the sale of its business.             The parties negotiated and

executed the agreement remotely, and subsequently spent four years

collaborating from their respective home offices.                   Downer later

sued in state court in Massachusetts for breach of contract, and

Bioriginal removed the case to federal court.                The district court

dismissed for lack of personal jurisdiction.                   In light of the


                                         -2-
nature, the number of contacts over time, the origin, and the

duration of the parties' contacts, we hold that the exercise of

long-arm jurisdiction by Massachusetts is consistent with fair play

and substantial justice.       We reverse and remand.



                                      I.

          Downer     is    a   global      investment    bank    founded    and

headquartered   in   Boston,    Massachusetts.          Twenty-three   of   its

seventy-five employees work in Boston.              Bioriginal is a Canadian

corporation that produces omega-based nutritional supplements, and

is headquartered in Saskatoon, Saskatchewan.

          In September 2008, Christopher Johnson visited Boston.

Johnson was an employee of Bioriginal investor Crown Capital and

sat on Bioriginal's Board of Directors as its de facto chairman.

While in Boston, Johnson met with Downer in Downer's headquarters.

The purpose of the meeting is not in evidence.              However, Johnson

"indicated" to Downer while meeting there that Bioriginal "would be

offered for sale in the next twelve months."             The record does not

reveal whether Johnson explicitly approached Downer on behalf of

Bioriginal.

          After      the   meeting,        Downer    contacted    Bioriginal,

referencing Johnson's visit. Bioriginal (including Johnson and CEO

Joseph Vidal) and representatives from Downer's Boston office

remotely negotiated by calls, e-mails, and teleconferences a Letter


                                    -3-
Agreement under which Bioriginal hired Downer to assist in the sale

of Bioriginal.      On March 16, 2009, Vidal transmitted his signed

copy of the agreement, dated March 12, to Downer in Boston.              There

was never a physical meeting of the contracting parties.

             Under the terms of the Letter Agreement, Downer acted as

Bioriginal's exclusive financial adviser in connection with the

potential sale of Bioriginal.        The agreement provided it could be

terminated    by   either    party   with    thirty   days    written   notice.

According to Downer, neither side ever provided such written

notice.   The agreement also contained a choice-of-law provision in

favor   of    Saskatchewan    law    and    consent   by     both   parties   to

jurisdiction in Saskatchewan courts, but it did not, by its terms,

preclude suit in Massachusetts.

             Bioriginal agreed to pay Downer four "Milestone Payments"

of $20,000 when specified tasks were completed, three of which it

subsequently made to Downer in Massachusetts.                 Bioriginal also

agreed to pay Downer another contingent fee for each completed

transaction involving Bioriginal and another company "prior to the

termination of this program."              The contingent transaction fee

stated is the greater of $420,000 or $200,000 plus one to five

percent of the transaction value (depending on the size of the

transaction). All paid Milestone Payments were to be deducted from

this contingent fee for the completion of a transaction, so long as

the resulting amount was not less than a specified value.


                                      -4-
          Three members of Downer's Boston office handled Downer's

performance under the contract.            (Downer has no other North

American offices.)      They communicated regularly but remotely with

Vidal, Johnson, and other members of Bioriginal's management team

and board.     From April to July 2009, Downer prepared a detailed

Information Memorandum which the parties exchanged with comments

eleven times.        Downer regularly received input from Vidal by

teleconferences and e-mail, including an e-mail from Vidal to

Downer collecting comments from Bioriginal board members.              By

September 2009, Downer had contacted 206 potential buyers and

received four bids, keeping Vidal "abreast of its efforts" all the

while.   Downer then worked with Bioriginal's management            and a

subcommittee    of    the   Board   to    prepare   a   joint   management

presentation for select bidders. Bioriginal gave input even at the

level of preparing individual slides of the presentation.

          Though no sale of Bioriginal was made in 2009 or 2010,

Downer continued to work on getting Bioriginal a deal.               From

February 2011, Downer contacted potential suitors and exchanged

information with Bioriginal before delivering an "M&A Update"

document on May 2, 2011, at Bioriginal's request. Downer persisted

in its efforts to secure a buyer. Downer says in September 2011 it

identified a private equity group as a potential buyer and informed

Bioriginal.    Downer then hosted a conference call the next month,

October 2011, for Bioriginal and the private equity group to


                                    -5-
explore an acquisition of Bioriginal.            The potential sale never

took place.       Downer claims that its personnel remained in contact

with Bioriginal through 2013.        Downer's managing director asserted

in his affidavit that there were periodic phone calls and e-mails

with Vidal.

               Sometime in the spring of 2013, Downer learned that

Bioriginal had been sold to Westbridge Capital, Ltd.1             Downer asked

Biorignial to pay its transaction fee and the fourth Milestone

Payment, but Bioriginal refused. Downer states that Bioriginal has

asserted that it had terminated the agreement earlier, perhaps in

2009.       Here, Bioriginal seems to ground its merits defense on the

argument that Downer was not involved in the sale of Bioriginal to

Westbridge.

               On July 1, 2013, Downer sued Bioriginal in Massachusetts

Superior Court claiming breach of contract, breach of the implied

covenant of good faith and fair dealing, unjust enrichment, and

violation of the Massachusetts unfair trade practices statute,

Mass. Gen. Laws ch. 93A.         Bioriginal removed the case to federal

district      court   in   Massachusetts   on   July   26.   On    August   16,

Bioriginal moved to dismiss, arguing that the court lacked personal

jurisdiction over Bioriginal, that a forum non conveniens dismissal




        1
       Westbridge is a private equity firm that partnered with
Bioriginal's management team for a management buy-out.

                                     -6-
was appropriate in favor of Saskatchewan court, and that Downer's

93A claim should be dismissed for failure to state a claim.

            The district court allowed the motion to dismiss for lack

of jurisdiction under Rule 12(b)(2), did not reach the forum non

conveniens issue, and denied as moot the 12(b)(6) motion to dismiss

the 93A claim.    This appeal followed.



                                     II.

            Where, as here, a district court dismisses a case for

lack of personal jurisdiction based on the prima facie record,

rather than after an evidentiary hearing or factual findings, our

review is de novo.    E.g., Phillips v. Prairie Eye Ctr., 530 F.3d

22, 26 (1st Cir. 2008).       In reviewing the facts, we take the

plaintiff's evidentiary proffers as true and construe them in the

light most favorable to the plaintiff's claim, and we also consider

uncontradicted facts proffered by the defendant.        Daynard v. Ness,

Motley, Loadholt, Richardson, & Poole, P.A., 290 F.3d 42, 51 (1st

Cir. 2002).

            To establish personal jurisdiction in a diversity case,

a plaintiff must satisfy both the forum state's long-arm statute

and   the   Due   Process   Clause     of   the   Fourteenth   Amendment.

Ticketmaster-New York, Inc. v. Alioto, 26 F.3d 201, 204 (1st Cir.

1994). The district court and the parties each proceed directly to

the constitutional analysis, and we will do so as well.


                                     -7-
             Downer asserts only that Massachusetts has specific in

personam jurisdiction over Bioriginal, not general jurisdiction.

That is, the jurisdictional basis for Downer's suit arises from and

is limited to Bioriginal's suit-related conduct.                     See     Walden v.

Fiore,   134   S.     Ct.    1115,   1121    (2014).          To   evaluate    whether

Bioriginal's suit-related conduct creates the necessary minimum

contacts with Massachusetts, courts consider (1) whether the claim

"directly arise[s] out of, or relate[s] to, the defendant's forum

state activities;" (2) whether the defendant's in-state contacts

"represent a purposeful availment of the privilege of conducting

activities in the forum state, thereby invoking the benefits and

protections     of    that    state's   laws     and    making      the    defendant's

involuntary presence before the state's courts foreseeable;" and

(3) whether the exercise of jurisdiction is reasonable.                       Daynard,

290 F.3d at 60-61 (quoting Foster-Miller, Inc. v. Babcock & Wilcox

Can., 46 F.3d 138, 144 (1st Cir. 1995)) (internal quotation marks

omitted).

             There is one fact about this case which has not been

recognized     in    the    briefing.       It   is    that    a   state's    long-arm

jurisdiction is being asserted against a defendant who is in a

foreign country, and not in a sister state.                         In Asahi Metal

Industry Co. v. Superior Court, 480 U.S. 102 (1987), the Court

applied the usual three part analysis in a foreign-defendant case.

Id. at 109-16.       As to the reasonableness prong, in Part II.B of its


                                        -8-
opinion, the Court noted that the reasonableness of the exercise of

jurisdiction depends on different factors, including the "burden on

the    defendant,   the   interests    of     the   forum    State,   and     the

plaintiff's interest in obtaining relief."            Id. at 113.      A court

"must also weigh in its determination 'the interstate judicial

system's interest in obtaining the most efficient resolution of

controversies[] and the shared interests of the several States in

furthering fundamental substantive social policies.'" Id. (quoting

World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 292 (1980)).

The Court applied those considerations with special emphasis in

light of that case's factual context, including the defendant's

international home forum.        We return to Asahi when we discuss

reasonableness.

            Downer must succeed on all three prongs in order to

establish personal jurisdiction.         We hold that it has.

A.    Relatedness

            Bioriginal did not contest relatedness in the district

court and spends less than three pages of its brief here on the

issue.     We   discuss   it   because      the   district   court    found   no

relatedness, as it found no purposeful availment.             Downer, 2014 WL

815189, at *3.

            The relatedness prong requires the plaintiff to show "a

demonstrable nexus between [its] claims and [the defendant's]

forum-based activities, such . . . [that] the litigation itself is


                                      -9-
founded directly on those activities."            Adelson v. Hananel, 652

F.3d 75, 81 (1st Cir. 2011) (third and fourth alterations in

original) (internal quotation marks and citation omitted).                  This

test is a "flexible, relaxed standard."             Id. (internal quotation

marks and citation omitted).         In a contract case, we focus on "the

parties' 'prior negotiations and contemplated future consequences,

along with the terms of the contract and the parties' actual course

of dealing.'"      Daynard, 290 F.3d at 52 (quoting Burger King Corp.

v. Rudzewicz, 471 U.S. 462, 479 (1985)).          We conduct this analysis

with reference to the contacts the defendant creates with the forum

state,   though    those   contacts    may   be   "intertwined"      with    the

activities of the plaintiff.         Walden, 134 S. Ct. at 1122-23; see

Adams v. Adams, 601 F.3d 1, 6 (1st Cir. 2010) (discussing "whether

the defendant's activity in the forum state was instrumental either

in the formation of the contract or its breach" or whether the

defendant    was    "subject    to    substantial    control   and    ongoing

connection to [the forum state] in the performance of th[e]

contract" (first alteration in original) (internal quotation marks

and citations omitted)).

            In this case, the evidence of contacts during the course

of dealing is powerful.        Bioriginal had an ongoing connection with

Massachusetts in the performance under the contract.                 Downer's

claims arise from the alleged breach of that contract.                That is

enough to establish relatedness.         See Adelson, 652 F.3d at 81-82.


                                     -10-
B.    Purposeful Availment

            We now turn to the "purposeful availment" prong.            The

purposeful availment prong "represents a rough quid pro quo: when

a defendant deliberately targets its behavior toward the society or

economy of a particular forum, the forum should have the power to

subject   the   defendant    to   judgment   regarding    that   behavior."

Carreras v. PMG Collins, LLC, 660 F.3d 549, 555 (1st Cir. 2011).

The    cornerstones    of    this   inquiry    are   voluntariness      and

foreseeability. Daynard, 290 F.3d at 61. This places the emphasis

on the defendant's intentions and prohibits jurisdiction based on

"random, fortuitous, or attenuated contacts."        Carreras, 660 F.3d

at 555 (quoting Burger King, 471 U.S. at 475) (internal quotation

marks omitted).       Purposeful availment is an equally important

factor when foreign defendants are involved.              See J. McIntyre

Mach., Ltd. v. Nicastro, 131 S. Ct. 2780, 2790-91 (2011) (plurality

opinion).

            The contacts here clearly were not random, fortuitous, or

attenuated.     First, the genesis of the Downer engagement strongly

supports the case for purposeful availment.              After all, Downer

first learned of Bioriginal's sale from Johnson, Bioriginal's de

facto chairman, in Downer's Boston office. Cf., e.g., Adelson, 652

F.3d at 82-83 (relying in part on solicitation); Phillips, 530 F.3d

at 29 (emphasizing the absence of solicitation when finding no


                                    -11-
purposeful     availment).       Johnson's     statement      was     certainly

voluntary, and there is nothing to indicate Bioriginal lacked

foreseeability as to it.          Downer, in response, then contacted

Bioriginal's headquarters to negotiate the agreement.                  Downer's

call to Bioriginal was not a cold call: it was with reference from

Johnson.

             Second, the contract was not of a short duration or

quickly     accomplished.       Bioriginal     had    a   four-year     working

relationship with Downer, including intense periods with many

exchanges.2     Bioriginal knew or should have expected Downer's

Boston office -- its only North American office, and the one with

which Bioriginal negotiated the Letter Agreement -- to be the site

of its partner team.      This was no small project: according to the

Letter Agreement, Downer was Bioriginal's "exclusive financial

adviser" on the sale of the entire firm.             To that end, Bioriginal

personnel (including its CEO and Board) and Downer's Boston office

collaborated intensively.         The record includes statements from

Downer personnel detailing contacts, eleven emails and documents

traded    between   the   two   firms,   and   eleven     iterations    on   one

document.     Moreover, many of those e-mails refer to other e-mails

or to phone calls and teleconferences involving Bioriginal and


     2
       The record contains some conflict about whether Downer's
relationship with Bioriginal terminated in 2009. Downer alleges
that the relationship lasted the full four years, and we take that
as true under the prima facie approach. E.g., Daynard, 290 F.3d at
51.

                                    -12-
Downer's Boston office.         Bioriginal and Downer worked together on

significant documents, and Bioriginal provided its input on many

items, including individual slides.           As part of that work, Downer

asserts it contacted hundreds of potential buyers on Bioriginal's

behalf.     At least once, Downer arranged and hosted a conference

call with Bioriginal and a potential buyer.               And Bioriginal sent

three payments to Downer in Boston.

            To be sure, the purposeful availment inquiry is focused

on contacts between the defendant and the forum state, not between

the defendant and the plaintiff.          Walden, 134 S. Ct. at 1122.       The

contacts here, however, are hardly the "random," "fortuitous,"

"attenuated," or "isolated" contacts inadequate to give rise to

jurisdiction.       Burger King, 471 U.S. at 475 & n.18.              Rather,

Bioriginal "reach[ed] out beyond" Canada and into Massachusetts by

"entering a contractual relationship that 'envisioned continuing

and wide-reaching contacts' in the forum state."              Walden, 134 S.

Ct. at 1122 (quoting Burger King, 471 U.S. at 479-80).

            True,   many   of    the   e-mails,   phone    calls,   and   other

activities were originated by Downer in Massachusetts and directed

to Bioriginal and third parties elsewhere (although others were

directed by Bioriginal to Downer in Massachusetts).              But it makes

little sense to focus too much on who initiated a particular

contact in exploring a lengthy course of dealing in a services

contract.    By retaining Downer, Bioriginal actively caused Downer


                                       -13-
to undertake extensive activities on Bioriginal's behalf within

Massachusetts.         Part of what Bioriginal was paying for was for

Downer   to    take    initiative   on   its   behalf.       And    so,    while   a

plaintiff's          "unilateral    activity"       cannot     constitute          a

jurisdictional contact, World-Wide Volkswagen, 444 U.S. at 298

(internal       quotation      marks     omitted),       Downer's         extensive

Massachusetts activities in this case, given the context, were not

"unilateral." They were undertaken at Bioriginal's request and are

attributable to Bioriginal.

              The district court's rejection of jurisdiction was based

on reasoning that "interstate communications by phone and mail are

insufficient to demonstrate purposeful availment" absent other

contacts.     Downer, 2014 WL 815189, at *4.         The district court then

concluded that Bioriginal negotiated the agreement from Canada,

felt the benefit of the agreement in Canada, and was in breach of

the agreement by failing to act in Canada.                     Id.    at *3-6.

Bioriginal urges the same on appeal.

              That     reasoning    does      not   support        rejection       of

jurisdiction.        "[I]t is an inescapable fact of modern commercial

life that a substantial amount of business is transacted solely by

mail and wire communications across state lines . . . ."                    Burger

King, 471 U.S. at 476.        In light of this reality, the Supreme Court

has "consistently rejected" a physical contact test for personal

jurisdiction.        Id.   Before Burger King, in International Shoe, the


                                       -14-
Court had already said that a nonresident's physical presence

within the territorial jurisdiction of the court is not required.

326 U.S. at 316.

               It is not true that interstate remote communications are,

by their nature, per se insufficient to constitute contacts that

sustain personal jurisdiction.              See Daynard, 290 F.3d at 61 n.11

("The transmission of facts or information into Massachusetts via

telephone      or   mail    would   of   course    constitute    evidence   of   a

jurisdictional contact directed into the forum state." (quoting

Mass. Sch. of Law at Andover, Inc. v. Am. Bar Ass'n, 142 F.3d 26,

36 (1st Cir. 1998)) (internal quotation marks omitted)).                         A

nonresident defendant purposefully avails itself of the forum state

when the defendant's actions "create a 'substantial connection'

with the forum State." Burger King, 471 U.S. at 475 (quoting McGee

v. Int'l Life Ins. Co., 355 U.S. 220, 223 (1957)).3               A "substantial

connection" can arise whenever the defendant deliberately directs

its efforts toward the forum state.             Id. at 476.     Jurisdiction has

been upheld where the defendant purposefully reached out "beyond

their       State   and    into   another    by,   for   example,   entering     a

contractual relationship that envisioned continuing and wide-

reaching contacts in the forum State."             Walden, 134 S. Ct. at 1122



        3
        As the district court emphasized, convincing indicia of a
substantial connection include a nonresident's physical trips to
the forum state or a nonresident's solicitation of business in the
forum state. See, e.g., Adelson, 652 F.3d at 82-83.

                                         -15-
(quoting Burger King, 471 U.S. at 479-80) (internal quotation marks

omitted).     The number and duration of the remote contacts are

significant to the analysis.

             The district court's reasoning drew on two different

categories of cases.        First, the district court analogized to

"passive purchaser" cases, in which the nonresident defendant merely

purchases and receives goods from the forum state.                See R & B

Splicer Sys., Inc. v. Woodland Indus., Inc., No. 12-11081-GAO, 2013

WL 1222410 (D. Mass. Mar. 26, 2013); cf. Telford Aviation, Inc. v.

Raycom Nat'l, Inc., 122 F. Supp. 2d 44, 47 (D. Me. 2000) (finding

no   purposeful     availment      where    nonforum   resident    exchanged

communications with forum resident only to schedule delivery of

services).    Bioriginal was not passive.       It actively negotiated the

contract    and   the   contract   required    interactive   communications

between the two companies for an extended period of time.            Nor is

this like cases where the defendant passively puts an item in the

stream of commerce.       See, e.g., J. McIntyre Mach., 131 S. Ct. at

2788.

             Second, the district court analogized to cases in which

clients sue their nonresident lawyers for legal malpractice.           See,

e.g., Kowalski v. Doherty, Wallace, Pillsbury, & Murphy, 787 F.2d

7 (1st Cir. 1986).       These cases are inapt for multiple reasons.

Most significant, they present the reverse scenario from this case:

in those cases, a client sought to sue a service provider at the


                                     -16-
client's home.   Unlike this case, they do not involve a defendant

who procured the performance of extensive services in the very forum

in which the defendant would be subject to jurisdiction.4

C.   Reasonableness

           Though Downer has satisfied the first two prongs of the

analysis, we must nonetheless assure ourselves that Massachusetts'

assertion of jurisdiction is fair and reasonable.     We do so with

reference to five "gestalt" factors:

           (1) the defendant's burden of appearing [in the
           forum state], (2) the forum state's interest in
           adjudicating the dispute, (3) the plaintiff's
           interest in obtaining convenient and effective
           relief, (4) the judicial system's interest in
           obtaining the most effective resolution of the
           controversy, and (5) the common interests of
           all sovereigns in promoting substantive social
           policies.

Ticketmaster-New York, 26 F.3d at 209 (citing Burger King, 471 U.S.

at 477).   These factors typically "play a larger role in cases" --

unlike this one -- "where the minimum contacts question is very

close."    Adelson v. Hananel, 510 F.3d 43, 51 (1st Cir. 2007); see

Ticketmaster-New York, 26 F.3d at 210 ("[T]he weaker the plaintiff's

showing on the first two prongs . . . the less a defendant need show

in terms of unreasonableness to defeat jurisdiction.")       We do not

consider the minimum contacts issue to be very close.


      4
       Our conclusion is also entirely consistent with the Letter
Agreement's jurisdictional provision.   The agreement includes a
choice of law provision in favor of the law of Saskatchewan and
consent by Downer to jurisdiction of Saskatchewan courts, but it
does not include a forum selection clause.

                                -17-
            Nor is the fact that a foreign defendant is involved of

much moment here.        Those concerns are of far less weight in this

case than in Asahi. Bioriginal identifies no special burden imposed

by requiring it to litigate across the Canada-United States border,

nor any international policy burdened by Massachusetts's exercise

of jurisdiction.        Massachusetts, Saskatchewan, and all individuals

involved transact business in a common language, English.                Indeed,

even in the Massachusetts forum, Saskatchewan will have its laws

govern the substantive issues in the case, and Bioriginal itself has

emphasized the similarities between Saskatchewan and Massachusetts

law. The international dimensions of the case do not create "unique

burdens"    for   Bioriginal.      Asahi,     480   U.S.   at   114.     Indeed,

Bioriginal makes no claim to that effect.            See United Elec. Radio

& Mach. Workers of Am. v. 163 Pleasant St. Corp., 987 F.2d 39, 46-47

(1st Cir. 1993).

            We compare Asahi's facts to those of this case.                  The

dispute    in   Asahi    was   whether   "a   Japanese     corporation   should

indemnify a Taiwanese corporation on the basis of a sale made in

Taiwan and a shipment of goods from Japan to Taiwan."              480 U.S. at

115.      Jurisdiction over the defendant would have required the

defendant, from a civil law country, to litigate in California.

See, e.g., Shishido, Japanese Corporate Governance, 25 Del. J. Corp.

L. 189, 195 (2000).        The defendant also would have had to litigate

across the Pacific Ocean.        And the burden of litigating at such a


                                     -18-
distance was greater given that the transaction underlying the claim

took place entirely in Asia. Asahi, 480 U.S. at 114. None of these

burdens are present in this case.

            Bioriginal does emphasize the inconvenience imposed on any

witnesses who will be required to travel from Saskatoon to Boston.

This is a far milder complaint than in Asahi, which concerned the

burden of conducting the entire course of litigation at substantial

distance from the defendant's normal forum.    480 U.S. at 114.   This

inconvenience does not determine the outcome of our jurisdiction

analysis.    "[M]ounting an out-of-state defense most always means

added trouble and cost," BlueTarp Fin., Inc. v. Matrix Constr. Co.,

709 F.3d 72, 83 (1st Cir. 2013), and modern travel "creates no

especially ponderous burden for business travelers," Pritzker v.

Yari, 42 F.3d 53, 64 (1st Cir. 1994).      For this type of burden to

affect the analysis, the defendant must show that it is "special or

unusual."   BlueTarp Fin., 709 F.3d at 83 (quoting Hannon v. Beard,

524 F.3d 275, 285 (1st Cir. 2008)) (internal quotation marks

omitted).    Bioriginal has not done so.     And we suspect that the

merits issues may come down to a question of contract interpretation

for the court.    Most logistical challenges can be resolved through

the use of affidavits and video devices.5


     5
        Bioriginal stresses that Massachusetts courts lack
jurisdiction to subpoena Johnson, who now lives in Toronto and no
longer is affiliated with Bioriginal, if he were not to come
voluntarily.   See 9A Wright & Miller, Fed. Prac. & Proc. Civ.
§ 2462 (3d ed.). Downer and Bioriginal dispute whether Johnson's

                                 -19-
            In this case, the gestalt factors do not overcome the

earlier    showing.     The    parties   have    identified    few    burdens,

interests, or inefficiencies that cut strongly in favor of or

against jurisdiction.       In our view, a particularly weighty factor

is Massachusetts's interest in adjudicating the dispute. Cf. Asahi,

480 U.S. at 115-16 (identifying California's "minimal" interest in

the   validity   of   the   indemnification     claim,   a   loss   allocation

question   between    two   foreign    corporations).    Massachusetts     has

"significant" interests in providing a convenient forum for disputes

involving its citizens and in ensuring that its companies have easy

access to a forum when their commercial contracts are said to be

breached by out-of-state defendants.6         Champion Exposition Servs.,

Inc. v. Hi-Tech Elec., LLC, 273 F. Supp. 2d 172, 179 (D. Mass.

2003); see BlueTarp Fin., 709 F.3d at 83 (recognizing Maine's "stake

in being able to provide a convenient forum for its slighted

residents" and in "redressing harms committed against its companies

by out-of-state companies"); Sawtelle v. Farrell, 70 F.3d 1381, 1395

(1st Cir. 1995) (noting that these interests have "added importance

in our age of advanced telecommunications" in which parties contract



testimony is even relevant to the merits arguments and whether
there is a Saskatchewan court with power to reach Johnson in a
different province, Ontario.
      6
       Although Saskatchewan law governs the contract, these
interests in providing a forum are independent of the substantive
law applied by the forum. See Nowak v. Tak How Invs., Ltd., 94
F.3d 708, 718 (1st Cir. 1996) (valuing Massachusetts's forum
interests in claims governed by Hong Kong law).

                                      -20-
without meeting in person); C & M Mgmt., Inc. v. Cunningham-Warren

Props., LLC, No. 12-P-1944, 3 N.E.3d 1119, at *4 (Mass. App. Ct.

Feb. 27, 2014) (unpublished) (explaining that Massachusetts "has a

manifest interest in providing a convenient forum to residents

asserting good faith and objectively reasonable claims for relief").

          In opposition to this interest, Bioriginal marshals the

choice-of-law provision in favor of Saskatchewan law, and it argues

that the contractual transaction fee provision is non-standard,

"presenting a matter of first impression under Saskatchewan law."

We see no injustice in having a Massachusetts court interpret the

contract. As the district court noted, "federal district courts are

in the regular practice of applying laws of other" fora.      Downer,

2014 WL 815189, at *8.

          We conclude where we began. Downer's showing on the first

two prongs of the inquiry is strong, so Bioriginal carries the

burden of defeating jurisdiction with a similarly strong showing of

unfairness.   To the limited extent that the gestalt factors are

meaningful, they weigh in favor of jurisdiction even considering the

international context.   Bioriginal has not met its burden.



                                III.

          The dismissal is reversed and the case remanded for

further proceedings consistent with this opinion.   Each party is to

bear its own costs of appeal.


                                -21-
So ordered.




              -22-
