

                    [NOT FOR PUBLICATION]

                UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT
                                         

No. 96-2266 

               ANN S. ADAMS &amp; JOSEPH F. ADAMS,

                   Plaintiffs, Appellants,

                              v.

                  LARRY W. STEPHENSON, M.D.,

                     Defendant, Appellee.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

              FOR THE DISTRICT OF MASSACHUSETTS

         [Hon. William G. Young, U.S. District Judge]                                                                

                                         

                            Before

                     Selya, Circuit Judge,                                                     
                  Cyr, Senior Circuit Judge,                                                       
                  and Lynch, Circuit Judge.                                                      

                                         

Ann S. Adams and Joseph F. Adams on brief pro se.                                            
Nancy B. Schlacter, Howard M. Cooper and Todd &amp; Weld on brief for                                                                
appellee.

                                         

                        June 23, 1997
                                                                                                   

     Per  Curiam.     In  this  pro   se,  diversity  action,                            

plaintiffs Ann and Joseph Adams advance a trio of tort claims

against defendant  Dr. Larry  Stephenson.  Plaintiffs  are in

the  business of  preparing, editing  and  publishing medical

texts  and  periodicals,  often   under  the  auspices  of  a

Massachusetts corporation (Adams  Publishing Group, Ltd.)  of

which   plaintiff   Ann  Adams   is  the   sole  shareholder.

Defendant,   having  worked   with   plaintiffs  on   earlier

occasions, was engaged  to edit a  textbook published by  the

corporation in  1994.   The instant action  ensued when  that

relationship  soured.    After affording  plaintiffs  various

opportunities  to  supplement their  pleadings,  the district

court dismissed all claims under Fed. R. Civ. P. 12(b)(6) for

failure to state a claim.  We affirm.

     It  is   true,  as  plaintiffs  observe,   that  pro  se

complaints  are accorded  "an  extra degree  of  solicitude."

Rodi v. Ventetuolo,  941 F.2d 22, 23 (1st Cir.  1991).  It is                              

also  true  that,  at  least in  complex  litigation,  courts

"normally hesitate"  to dismiss under Rule  12(b)(6) prior to

discovery,  when  "a  party  may not  have  all  the  facts."

Resolution Trust Corp. v. Driscoll, 985 F.2d 44, 48 (1st Cir.                                              

1993).  Yet even a pro se plaintiff is required "to set forth

factual allegations, either direct or inferential, respecting

each material  element necessary  to  sustain recovery  under

                             -2-

some actionable legal  theory."  Gooley  v. Mobil Oil  Corp.,                                                                        

851 F.2d 513,  515 (1st  Cir. 1988); accord,  e.g., Dewey  v.                                                                     

University  of New Hampshire, 694  F.2d 1, 3  (1st Cir. 1982)                                        

(it is "not enough  to allege a general scenario  which could

be dominated by unpleaded facts"; instead, the claim must "at

least    set   forth    minimal    facts,   not    subjective

characterizations, as to who did what to whom and why").  The

demands  on  the  pleader   are  not  onerous:  dismissal  is

appropriate at this stage only if "a lenient construction [of

the complaint]  demonstrates beyond doubt  that the plaintiff

can prove no set of facts to support [the] claim for relief."

Rockwell v. Cape Cod Hosp., 26 F.3d 254, 260 (1st Cir. 1994).                                      

Yet "minimal  requirements are not tantamount  to nonexistent

requirements"; "[t]he threshold [for  stating a claim] may be

low, but  it is  real."   Gooley, 851 F.2d  at 514;  see also                                                                         

Glassman v. Computervision  Corp., 90 F.3d 617, 628 (1st Cir.                                             

1996).   Having exercised de  novo review, we  agree with the                                              

district  court  that, even  with  all reasonable  inferences

drawn  in their  favor, plaintiffs'  amended  complaint fails

under these standards.

     The  claim  of   interference  with  contractual  rights

requires   little   comment.     See,   e.g.,   Draghetti  v.                                                                     

Chmielewski, 416  Mass. 808, 816 (1994)  (listing elements of                       

claim).   Defendant  is  alleged to  have induced  his former

attorney  to disclose  proprietary information  pertaining to

                             -3-

plaintiffs'   business   affairs,    in   violation   of    a

confidentiality  agreement reached  in an  earlier, unrelated

lawsuit between  plaintiffs and an  individual represented by

that  same attorney.    Plaintiffs were  directed to  submit,

under seal,  a description of the  information that allegedly

had been disclosed.   They claim  to have  done so; they  did

not.  Their submission  recited the confidentiality provision

in  the   agreement  but   failed  to  identify   any  actual

information that  was divulged.   The resulting  dismissal of

this claim was therefore fully justified. 

     Plaintiffs' "defamation"  claim  is subject  to  several

alternative   constructions.     To  the   extent   they  are

complaining of having been  personally libeled, we agree with

the  district court  that defendant's  March 19,  1996 letter

"was not reasonably susceptible of a defamatory connotation."

Dulgarian  v.  Stone, 420  Mass.  843,  848 (1995)  (internal                                

quotation  omitted).   Indeed,  that  letter  (which cited  a

"controversy"  over  the  rights  to the  textbook)  made  no

mention of plaintiffs at  all; it referred only to  the Adams

corporation, which owned  the rights to the publication.   We

note in addition that, to the extent plaintiffs are advancing

a  claim  of   business  defamation,  they  lack   individual

standing.     Such  a  claim   would  belong  to   the  Adams

corporation,  notwithstanding  Ms.   Adams'  status  as  sole

shareholder.   See,  e.g., Willis  v. Lipton,  947  F.2d 998,                                                        

                             -4-

1001-02  (1st  Cir. 1991);  Alford  v.  Frontier Enterprises,                                                                         

Inc., 599 F.2d 483, 484  (1st Cir. 1979).  A  corporation, of                

course,  may be represented in  court only by  counsel.  See,                                                                        

e.g., American Metals Service  Export Co. v. Ahrens Aircraft,                                                                         

Inc., 666 F.2d 718, 719 n.2 (1st Cir. 1981).  We fail to see,                

in any  event, how  defendant's reference to  a "controversy"

could be  deemed defamatory--to either the  plaintiffs or the

corporation.

     The defamation  claim might also be construed as one for

"injurious falsehood," see, e.g., Dulgarian, 420 Mass. at 852                                                       

(quoting Restatement  (Second) of  Torts   623A  (1977)), or,

more particularly,  a category  thereof known as  "slander of

title,"  see,  e.g.,  37  Joseph  Nolan  &amp;  Laurie  Sartorio,                               

Massachusetts Practice--Tort  Law     132-33  (1989)  (citing                                             

Restatement (Second) of Torts, supra,   624); Fischer  v. Bar                                                                         

Harbor  Banking  and Trust  Co., 857  F.2d  4, 7-8  (1st Cir.                                           

1988); Erikson  v.  O'Brien, 362  Mass. 876  (1972).   Again,                                       

however, because the copyright to the textbook is held by the

Adams corporation (rather than by plaintiffs personally), any

such  claim  would  belong  to the  corporation.    Moreover,

plaintiffs have made no  allegation that special damages were

sustained--a necessary  element of  the offense.   See, e.g.,                                                                        

Sharratt  v. Housing  Innovations, Inc.,  365 Mass.  141, 148                                                   

(1974); Gott v. Pulsifer, 122 Mass. 235, 238 (1877); 37 Nolan                                    

&amp; Sartorio, supra,   132, at 223-24.                             

                             -5-

     Plaintiffs'   remaining  claim--for   interference  with

advantageous  business  relationships--falters  for much  the

same reasoning.   See, e.g.,  Swanset Dev. Corp.  v. City  of                                                                         

Taunton,  423  Mass. 390,  397  (1996)  (listing elements  of                   

claim).   To  the  extent they  are  complaining of  business

opportunities lost by the  Adams corporation, they again lack

standing.  The amended complaint is devoid of any description

of plaintiffs'  personal business pursuits, much  less of how

such pursuits may have  been affected by defendant's actions.

Nor have  plaintiffs made  any reference to  actual damages--

i.e.,  the "loss  of  advantage directly  resulting from  the

defendant's conduct," Elm Medical  Lab., Inc. v. RKO General,                                                                         

Inc., 403 Mass. 779, 787 (1989)--which is a necessary element                

of such  a claim, see, e.g.,  Sharratt, 365 Mass. at  148; 37                                                  

Nolan &amp; Sartorio, supra,   98, at 133.                                   

     For   these  reasons,  we   conclude  that  the  amended

complaint fails to  state a  claim upon which  relief can  be

granted.  Plaintiffs' motion  to strike transcripts comes too

late and is therefore  denied.  Defendant's motion  to strike                                         

appendix is denied as moot.                              

     Affirmed.                                                         

                             -6-
