The opinion of the court was delivered by: BECKER
On December 12, 1969, plaintiff, Catherine Leslie ("Leslie"), was hired by defendant The Philadelphia 1976 Bicentennial Corporation ("Bicentennial Corp.") as its Coordinator of Community Development.
Leslie's complaint alleges that it was agreed that her employment was to be through the year 1976, during which it is contemplated that an international exposition celebrating the 200th anniversary of the founding of our nation will take place in Philadelphia, under the aegis of Bicentennial Corp. On October 20, 1970, Leslie was discharged from her employment by Bicentennial Corp., setting the stage for this action.
Leslie's complaint alleges that she was discharged because of her exercise of First Amendment rights of speech and association. Leslie charges that Bicentennial Corp. had manifested a disregard of, and an antipathy towards, the black community of the City of Philadelphia, of which she is a member, and that when she spoke out in an effort to alter Bicentennial Corp.'s "collision course" with the black community, her employment was terminated without notice or hearing. Jurisdiction is invoked under the Civil Rights Act, 42 U.S.C. §§ 1981, 1983, 1985, 1985(3) and 28 U.S.C. § 1343, to redress the deprivation under color of state law of rights, privileges and immunities secured by the Constitution. Leslie also claims: (1) that the manner of her discharge violated her Fourteenth Amendment rights; and (2) that during the course of her employment with Bicentennial Corp., she was discriminated against because of her sex, by being compensated at a rate less than that paid to male employees doing comparable work, so as to give rise to a claim under Title VII of the 1964 Civil Rights Act, § 706(f), 42 U.S.C. 2000e-5(f).
Bicentennial Corp. is a non-profit Pennsylvania corporation. Named as defendants in addition to Bicentennial Corp. are Henderson Supplee, Jr. ("Supplee"), its Chairman of the Board and Robert McLean, 3d ("McLean"), its Vice President of Administration, the latter being the individual who discharged Leslie.
In addition to the foregoing, Bicentennial Corp.'s answer raises the contention that the Court's jurisdiction is not properly invoked because the corporation's action in discharging Leslie is not state action within the meaning of the Fourteenth Amendment and the Civil Rights Act. Leslie concedes that if state action is not present, federal jurisdiction fails. The parties and the Court agreed that this aspect of the case was severable, and accordingly a trial was held on this issue alone, consisting principally of documentary exhibits. We have received briefs and heard oral argument, and, in this Opinion, proceed to determine the state action question. We will also dispose of Bicentennial Corp.'s motion to dismiss the action against Supplee and McLean and its motion to dismiss the equal opportunity count.
II. Is Bicentennial Corp.'s Action State Action Within The Meaning Of The Civil Rights Act?
The year 1976 will mark the two hundredth anniversary of American independence, and Americans will celebrate the event.
The Declaration of Independence was signed in Philadelphia, and for over a decade, civic minded Philadelphians and government officials have been planning for an international exposition to be held in their city as the focal point of the national bicentennial celebration. Bicentennial Corp. has been the vehicle for these efforts.
A. Corporate History and Structure
Bicentennial Corp.'s formal origin was in Resolution No. 282 of the Philadelphia City Council, adopted February 9, 1967. The ordinance requested the City Solicitor:
"to take all steps necessary for the creation of a non-profit corporation, the function of which will be to coordinate and carry out all activities for the furtherance of the objectives of the City of Philadelphia and various other business, civic and historical groups or organizations in securing official designation of the City of Philadelphia as the focal point of the national celebration in 1976 of the two hundredth anniversary of the signing of the American Declaration of Independence."
The resolution designated as the incorporators a cross-section of private citizens and public officials, including the Mayor and City Solicitor of the City of Philadelphia, and the President of Philadelphia City Council. When the corporation was formed, its place of business was listed as Room 1660 Municipal Services Building, the office of the Philadelphia City Representative and Director of Commerce.
On March 22, 1967, articles of incorporation prepared by the City Solicitor were filed in the Court of Common Pleas of Philadelphia (March Term, 1967, No. 252). Article III of the articles of incorporation set forth the purposes for which the corporation is formed. These purposes include:
"A. To plan, organize, construct, hold and operate in the City of Philadelphia and adjacent and nearby counties in the Commonwealth of Pennsylvania, and in the States of New Jersey and Delaware, appropriate celebrations, events and exhibitions and the buildings and areas to contain them for the observation of and in commemoration of the bicentennial of the birth of American freedom and of American independence, the Bicentennial of the American Revolution and the Bicentennial of the signing of the Declaration of Independence in Philadelphia in 1976. Said celebrations and events and exhibitions shall be for the exclusively educational purposes of informing and enlightening the peoples of the world as to the importance of individual liberty in the affairs of men, the values of products of a free society, representative government, the concept of equal justice under law, the rights of all men to have equal opportunity and to be treated equally regardless of race, creed, color or previous condition of servitude and the other hallowed concepts of which the United States of America was founded and which were expressed in the Declaration of Independence, the United States Constitution and the amendments thereto, and in other documents, and which have been upheld by men of all political parties and of all faiths, creeds, and colors since the signing in Philadelphia on July 4, 1776, of the Declaration of Independence and in addition shall stress the interdependence of all nations in the modern world;
D. To act as the agency and corporate instrumentality of Federal, State and local governments for any or all of the above purposes ;
M. During the existence of the corporation, it shall be the corporate instrumentality of the City of Philadelphia for the purposes set forth in this charter which as aforesaid shall have the full beneficial interest in said corporation. The corporation may represent the City of Philadelphia before Government Boards and Commissions, the Bureau of International Expositions and other agencies to obtain support for and in the furtherance of its purposes."
The Board of Directors included the Mayor of the City of Philadelphia, the Managing Director of the City of Philadelphia, President of the City Council of the City of Philadelphia, and the Lieutenant Governor of the Commonwealth of Pennsylvania. Among the ex officio members of the Board of Directors were the Mayors of the Cities of Wilmington, Trenton and Camden, and ...