Putnam v. EPR Properties: Unauthenticated Public Records Can Support a Prima Facie Showing of Personal Jurisdiction and Justify Jurisdictional Discovery; Jurisdictional Dismissals Should Be Without Prejudice

I. Introduction

Parties. Elizabeth and Cale Putnam (Massachusetts residents) sued EPR Properties (“EPR”), a real estate investment trust, and Premier Parks, LLC (“Premier”), an amusement-park operator.

Factual backdrop. While vacationing in Québec, Canada, Plaintiffs’ five-year-old son was killed when an unsecured Murphy bed allegedly fell in their Hotel Valcartier room. Plaintiffs believed—based on public-facing materials—that EPR owned the property and that Premier operated the hotel. Their booking and marketing communications came from “Village Vacances Valcartier,” via the hotel’s website and email.

Procedural posture and core issues. In a diversity wrongful-death action filed in the District of Massachusetts, both defendants moved to dismiss for lack of personal jurisdiction, submitting sworn statements denying ownership/operation/marketing/booking contacts with Massachusetts. The district court dismissed with prejudice and denied jurisdictional discovery. The First Circuit reviewed (1) whether Plaintiffs made a prima facie showing of specific personal jurisdiction under due process and the Massachusetts long-arm statute, (2) whether Plaintiffs were entitled to jurisdictional discovery—especially in light of public but unauthenticated documents, and (3) whether dismissal for lack of personal jurisdiction may be “with prejudice.”

II. Summary of the Opinion

Premier: The First Circuit reversed the dismissal and remanded, holding Plaintiffs made a colorable showing of jurisdictional facts sufficient to warrant jurisdictional discovery into Premier’s relationship with the hotel operator entity (VVV) and Premier’s involvement in hotel operations, including advertising and room-booking directed at Massachusetts.
EPR: The First Circuit affirmed dismissal for lack of personal jurisdiction because Plaintiffs did not rebut EPR’s sworn statements that it did not market, solicit, contract with, or communicate with consumers regarding the hotel (the contacts Plaintiffs relied upon under Mass. Gen. Laws ch. 223A, § 3(a)).
Prejudice of dismissal: The court modified the judgment to clarify that dismissal of EPR is without prejudice, reiterating that jurisdictional dismissals “should ordinarily be made without prejudice.”
Evidentiary point: The panel permitted reliance on publicly available, unauthenticated documents at the Rule 12(b)(2) stage where their authenticity was not contested and discovery had not occurred, applying a “practical, commonsense approach.”

III. Analysis

A. Precedents Cited

1. Standards for prima facie personal jurisdiction and the evidentiary “mix”

The court’s framework is anchored in First Circuit doctrine governing early-stage jurisdictional disputes:

Rodríguez-Rivera v. Allscripts Healthcare Sols., Inc. — Confirmed de novo review of Rule 12(b)(2) dismissals and cautioned against “bundled” arguments that fail to differentiate among defendants; this directly supported affirmance as to EPR where Plaintiffs largely treated the two defendants as one.
Ward v. AlphaCore Pharma, LLC and Chen v. U.S. Sports Acad., Inc. — Supplied the governing prima facie approach: plaintiffs must proffer specific facts beyond conclusory allegations; courts credit plaintiffs’ properly documented proffers and only incorporate defendants’ affidavit facts to the extent uncontradicted.
Foster-Miller, Inc. v. Babcock & Wilcox Canada, Adelson v. Hananel, and Mass Sch. of L. at Andover, Inc. v. A.B.A. — Reinforced that plaintiffs get favorable inferences on contested facts under the prima facie standard.
Motus, LLC v. CarData Consultants, Inc. and LP Sols. LLC v. Duchossois — Confirmed the plaintiff’s burden of showing jurisdiction and the court’s practice of “mining” facts from pleadings and supplemental record materials.
Escude Cruz v. Ortho Pharm. Corp. — Cited for the consequence of failing to controvert jurisdictional facts: when not genuinely disputed, defendants’ facts control.

2. Massachusetts long-arm statute and hotel-marketing jurisdiction

Nandjou v. Marriott Int'l, Inc. — Provided the due process “minimum contacts” framing and the three-part specific jurisdiction test (relatedness, purposeful availment, reasonableness).
Tatro v. Manor Care, Inc. — The central Massachusetts long-arm authority for “arising from” under Mass. Gen. Laws ch. 223A, § 3(a) (“transacting any business”).
Nowak v. Tak How Invs., Ltd. and Sigros v. Walt Disney World Co. — The hotel-reservation/marketing line of cases that can support Massachusetts jurisdiction where the defendant markets to Massachusetts or forms reservation contracts with Massachusetts residents, and the injury “arises from” those forum-directed transactions.

3. Jurisdictional discovery: entitlement, diligence, and abuse-of-discretion review

United States v. Swiss Am. Bank, Ltd. — Set the governing standard: jurisdictional discovery is not automatic; plaintiffs must show why jurisdiction may be found with discovery and identify what they hope to learn; review is for abuse of discretion, reversed only if “plainly wrong” and causing substantial prejudice.
Sunview Condo. Ass'n v. Flexel Int'l, Ltd. — Recognized that a diligent plaintiff who makes a colorable case may be entitled to a “modicum” of jurisdictional discovery when a defendant raises a jurisdictional defense.
Crocker v. Hilton Int'l. Barb., Ltd. — Cited (through Swiss Am.) for the district court’s broad discretion.
Stokinger v. Armslist, LLC — Used to underscore that skeletal requests can justify denying discovery (applied to EPR).

4. Considering unauthenticated documents and “commonsense” record review

Vapotherm, Inc. v. Santiago and Boit v. Gar-Tec Prods., Inc. — Reiterated that plaintiffs must affirmatively prove jurisdictional allegations with record facts.
Alt. Energy, Inc. v. St. Paul Fire & Marine Ins. Co. and Beddall v. State St. Bank & Tr. Co. — Supported a practical approach to considering documents outside the pleadings when their authenticity is not disputed.
Rosenthal v. Bloomingdales.com, LLC — Confirmed the appellate court may “mine” facts from whatever supplemental filings are in the record.

5. Corporate affiliation, ambiguity of capacity, and potential agency

Sigros v. Walt Disney World Co. and My Bread Baking Co. v. Cumberland Farms, Inc. — Invoked to describe when affiliated corporations may be treated as agents due to intermingled activity or ambiguity in capacity—relevant to Premier where its CEO also held leadership/beneficiary status in VVV.
Lopez-Carrasquillo v. Rubianes — Emphasized that affidavits/declarations must be based on personal knowledge, a pressure point where Premier’s CEO declared facts about VVV while denying Premier’s involvement.
Blair v. City of Worcester — Helped justify not crediting “self-serving” declarations as dispositive where plaintiffs have some contrary evidence and no discovery opportunity.

6. Dismissal without prejudice for lack of personal jurisdiction

Rodríguez-Rivera v. Allscripts Healthcare Sols., Inc. and N. Am. Cath. Educ. Programming Found., Inc. v. Cardinale — Reaffirmed the norm that personal jurisdiction dismissals should ordinarily be without prejudice.
Claudio-De León v. Sistema Universitario Ana G. Méndez — Noted courts often grant the relief requested by a winning party, but the panel still required a proper basis for “with prejudice.”
28 U.S.C. § 2106 — Provided the mechanism for the appellate court to modify the judgment.

B. Legal Reasoning

1. Separating “hotel-to-Massachusetts” contacts from “defendant-to-Massachusetts” contacts

A key move in the opinion is the court’s insistence that Plaintiffs must connect Massachusetts-directed marketing/booking activity to each defendant, not merely to the Hotel Valcartier. Plaintiffs’ affidavit and booking emails/receipts showed strong Massachusetts contacts with the hotel (Massachusetts address used in receipts; ongoing marketing emails; contracting while Plaintiffs were in Massachusetts), but the panel held those materials did not, by themselves, identify Premier or EPR as the actors behind those contacts.

2. The “commonsense” acceptance of public, unauthenticated documents at the Rule 12(b)(2) stage

The opinion meaningfully relaxes formalism at the pre-discovery jurisdictional stage: although “ordinarily” record proof comes from “affidavits, authenticated documents, and the like,” the panel held it could consider Plaintiffs’ public documents because (i) Premier did not move to strike them, (ii) Premier did not deny their authenticity, (iii) there was no concrete basis to deem them unreliable, and (iv) authentication disputes are often impractical to litigate before discovery. This allowed the court to treat public-facing corporate statements, portfolio listings, job postings, and similar materials as part of the jurisdictional record.

3. Why Premier remained in the case (for now): genuine conflict + tailored discovery request

For Premier, the court identified a “genuine conflict” between sworn denials and public materials suggesting Premier was the operator/manager of Valcartier-related properties. Particularly persuasive were: (a) statements that Premier was “new management,” (b) a portfolio listing naming Premier as operator, (c) Premier’s own website placing the Valcartier logo alongside claimed operations, and (d) a Premier job posting recruiting staff for the hotel spa (“our team”).

The court also focused on ambiguity created by Premier’s CEO (Burke) denying Premier’s involvement while asserting knowledge about VVV’s operations—despite being CEO/board chair/ultimate beneficiary of VVV. That ambiguity raised the prospect of “confused intermingling” or agency (as described in Sigros v. Walt Disney World Co. and My Bread Baking Co. v. Cumberland Farms, Inc.), making discovery appropriate.

Crucially, the panel treated jurisdictional discovery as justified not because Plaintiffs asked for a broad fishing expedition, but because they articulated at least one specific, jurisdictionally salient target: whether Premier employees (including those reflected on Premier’s LinkedIn presence) played roles in maintenance and marketing—i.e., the very acts tying the hotel to Massachusetts and to the injury.

4. Why EPR was dismissed: failure to contest the only contacts Plaintiffs relied upon

For EPR, Plaintiffs’ evidence might have created some semantic tension over whether EPR “owned” the property in a colloquial sense versus through subsidiaries. But the court held that even if ownership were contested, Plaintiffs’ jurisdiction theory under Mass. Gen. Laws ch. 223A, § 3(a) depended on EPR’s alleged consumer-facing marketing/solicitation/contracting with Massachusetts residents—and EPR submitted sworn statements negating exactly those acts.

Because Plaintiffs did not provide record facts contradicting EPR’s denial of marketing/booking/consumer contracting, those denials became “controlling” under Chen v. U.S. Sports Acad., Inc.. Without forum-directed transactions by EPR, Plaintiffs could not show “arising from” under Tatro v. Manor Care, Inc. or satisfy due process relatedness under Nandjou v. Marriott Int'l, Inc..

5. Correcting the remedy: “with prejudice” was improper for a jurisdictional dismissal

The court treated the district court’s “with prejudice” designation as legal error. Personal jurisdiction dismissals typically do not reach the merits and therefore “should ordinarily be made without prejudice.” The panel used 28 U.S.C. § 2106 to modify the judgment rather than remand solely for that correction.

C. Impact

1. Evidentiary impact: a pragmatic pathway for plaintiffs at the pre-discovery stage

The decision strengthens plaintiffs’ ability to resist jurisdictional dismissal by relying on publicly available corporate materials even if not formally authenticated—so long as the documents appear reliable and the defendant does not genuinely dispute authenticity. This is especially consequential in modern jurisdiction disputes where corporate control, branding, and operations are reflected in web pages, portfolio maps, press releases, job postings, and social media.

2. Operational reality vs. corporate formalism

The opinion signals skepticism toward affidavit-based jurisdiction defenses where public-facing materials suggest operational involvement, and where corporate officers wear multiple hats across related entities. Plaintiffs can leverage evidence of branding, “management” announcements, hiring, and portfolio representations to obtain targeted discovery aimed at whether the named defendant is functionally conducting the forum-directed business.

3. Jurisdictional discovery: incentivizing specificity

The Premier/EPR split outcome underscores that jurisdictional discovery will turn on (i) identifying a genuine factual conflict on jurisdictional points and (ii) articulating what discovery will likely reveal. Skeletal, undifferentiated discovery requests (as to EPR) remain vulnerable; tailored, defendant-specific requests (as to Premier) are more likely to succeed.

4. Remedy hygiene: reinforcing “without prejudice” in jurisdiction dismissals

By modifying the judgment, the court reinforces that labeling a jurisdictional dismissal “with prejudice” is exceptional and must be justified. This matters for claim preservation and refiling in an appropriate forum.

IV. Complex Concepts Simplified

Personal jurisdiction: A court’s authority to require a defendant to litigate in that state. It depends on the defendant’s meaningful connections (“contacts”) with the forum.
Specific jurisdiction: Jurisdiction tied to the particular dispute—i.e., the claim must “arise from” or relate to the defendant’s forum contacts (not just any contacts).
Prima facie approach (Rule 12(b)(2)): Early in a case, a plaintiff need not prove jurisdiction conclusively; they must proffer specific facts that, if credited, would support jurisdiction. Courts credit plaintiff-supported facts and accept defendant facts only if uncontradicted.
Jurisdictional discovery: Limited discovery focused on jurisdictional facts (e.g., who operates a website, who sends marketing emails, corporate relationships). It is allowed when the plaintiff makes a colorable case and identifies what discovery is expected to show.
Triple-net lease: A lease where the tenant typically pays rent plus taxes, insurance, and maintenance. Here, it supported EPR’s position that its subsidiary functioned as a passive property owner rather than an operator/marketer.
“With prejudice” vs. “without prejudice”: “With prejudice” generally bars refiling; “without prejudice” allows refiling. Because jurisdiction dismissals are not merits decisions, they are ordinarily without prejudice.

V. Conclusion

Putnam v. EPR Properties delivers two practical jurisdiction lessons. First, at the prima facie stage, courts may take a “commonsense” view of the record and consider public, unauthenticated documents whose authenticity is not genuinely contested—especially where plaintiffs lack discovery access and the documents create a real factual conflict with defendants’ affidavits. Second, jurisdictional discovery is warranted when plaintiffs articulate a defendant-specific, plausible path to proving forum-directed conduct, but it will be denied where plaintiffs cannot controvert sworn denials of the very contacts their long-arm theory requires. Finally, the decision reemphasizes remedial discipline: dismissals for lack of personal jurisdiction should ordinarily be without prejudice.