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Philadelphia Professional Collections, LLC v. Robert O. Young

December 22, 2010


The opinion of the court was delivered by: Rufe, J.


Before the Court is Defendants' Motion to Dismiss for Lack of Personal Jurisdiction, Improper Venue, Failure to State a Claim, and Failure to Join a Party Under Rule 19, pursuant to Rules 12(b)(2), 12(b)(3), 12(b)(6) and 12(b)(7) of the Federal Rules of Civil Procedure. For the reasons that follow, Defendants' Motion is denied. *fn1


In January 2010, Plaintiff Philadelphia Professional Collections LLC ("PPC"), a limited liability company with its principal place of business in Philadelphia, Pennsylvania, filed common law claims for unjust enrichment, breach of contract and quantum meruit against Robert O. and Shelley R. Young and Hikari Holdings, LLC (collectively "Defendants") in the Court of Common Pleas in Philadelphia County, Pennsylvania seeking recovery of $132,691.59 in unpaid legal fees. *fn2 PPC is "engaged in the business of collecting accounts receivable and other claims of professional organizations . . . ." *fn3 Robert and Shelley Young ("the Youngs") are residents of Valley Center, California, and Hikari Holdings LLC ("Hikari") is a Utah limited liability company with its principal place of business in Valley Center, California. *fn4 Defendants timely removed the action to this Court pursuant to 28 U.S.C. §§ 1332(a) and 1441(a) [doc. no. 1]. *fn5 On April 7, 2010, Defendants filed the pending motion to dismiss for lack of personal jurisdiction, improper venue, failure to state a claim, and failure to join a party under Rule 19 [doc. no. 4].

PPC's claims stem from Defendants' failure to pay the law firm White and Williams LLP ("W&W") for legal services rendered in the defense of the Youngs in an unrelated dispute filed against them by Darius International, Inc. and others in the Eastern District of Pennsylvania. *fn6 In December 2005, Michael N. Onufrak, an attorney with W&W's Philadelphia office, sent an engagement letter ("Engagement Agreement") to the Youngs, Hikari and non-party Mana LLC in care of their then-counsel Douglas Thayer at his Provo, Utah, office address. *fn7 The Engagement Agreement was printed on W&W letterhead bearing the address of only the firm's Philadelphia office and set out the terms of an agreement under which W&W would serve as local counsel for Defendants in the matter filed against them in Philadelphia and assist with legal strategy. *fn8 The Agreement stated W&W's rates and other terms of the representation, informed defendants that Mr. Onufrak would be the primary attorney in charge of the litigation, requested an initial retainer of $10,000, and noted W&W would bill Defendants monthly thereafter with the bills payable upon receipt. *fn9 Onufrak noted that W&W looked "forward to serving [Defendants] on an ongoing basis." *fn10 Finally, the letter requested that either Thayer or Defendants were to "sign a copy of this letter and return it . . . along with the $10,000 retainer." *fn11 On December 7, 2005, the Defendants, not Thayer, signed the letter. *fn12

The relationship between W&W and Defendants apparently ran smoothly for nearly two years, with Defendants paying W&W's legal fees from January 2006 to about September 2007. *fn13

W&W's fees and costs apparently totaled more than $492,000 over the course of the representation. *fn14 Beginning in about October 2007, Defendants stopped paying its bills, leaving a $132,631.59 balance unpaid. *fn15 W&W sent its last invoice to Defendants in early 2009. *fn16

On January 15, 2010, W&W assigned all of its rights and claims against Defendants to PPC. *fn17 The Assignment Agreement, signed by Robert A. Kargen, the manager of PPC, and George Hartnett, a W&W partner, stated in relevant part:

W&W hereby sells, assigns, transfers, and conveys unto PPC all of W&W's right, title, interest and ownership of any nature whatsoever, in, to, or under any Claims which W&W has or may have against Robert O. Young, Shelly R. Young, Hirkari Holdings, LLC, and Mana, LLC (the "Account Debtors"). Such Assignment is non-recourse to W&W. . . .

W&W represents and warrants that the total amount of accounts receivable due and owing by the Account Debtors to W&W as of January 2, 2010 is $132,691.59. *fn18

Consequently, in February 2010, PPC filed this collection action. White and Williams represents PPC in this action.


Plaintiffs bear the burden of demonstrating personal jurisdiction over Defendants. *fn19 If a jurisdictional defense is raised and neither discovery nor an evidentiary hearing has been held, a plaintiff need make only a prima facie showing of personal jurisdiction. *fn20 Courts must construe all disputed facts alleged in the light most favorable to the plaintiff. *fn21 Plaintiffs cannot rely on general averments of jurisdiction in the complaint or unsupported statements in their response, but instead must provide jurisdictional facts supported by affidavits or competent evidence to sustain their burden. *fn22 The jurisdictional burden is met "by establishing with reasonable particularity sufficient contacts between the defendant and the forum state." *fn23

Whereas plaintiffs bear the burden of establishing personal jurisdiction, defendants bear the burden of showing improper venue *fn24 or the need for transfer. *fn25 "In considering a motion to dismiss for improper venue . . . courts must generally accept as true the allegations in the Complaint, although the parties may submit affidavits in support of their positions." *fn26 But the court draws "all reasonable inferences and resolve all factual conflicts in favor of the Plaintiff." *fn27

In reviewing a Rule 12(b)(6) and 12(b)(7) motion to dismiss for failure to state a claim upon which relief may be granted or failure to join a party required under Rule 19, the Court must accept a plaintiff's factual allegations as true and draw all logical inferences in favor of the non-moving party. *fn28 Courts are not, however, bound to accept as true legal conclusions couched as factual allegations. *fn29 The Complaint must set forth direct or inferential allegations respecting all the material elements necessary to sustain recovery under some viable legal theory. *fn30 And the plaintiff must allege "enough facts to state a claim for relief that is plausible on its face." *fn31

In considering a 12(b)(1) motion for lack of subject matter jurisdiction, *fn32 the Court must first determine whether the jurisdictional attack is facial or factual. *fn33 If the former, the Court relies solely on the pleadings, assumes all allegations are true, and draws all reasonable inferences in favor of the plaintiff. *fn34 If the latter, the Court is "free to ...

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