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DCK/TTEC, LLC v. Postel

United States District Court, W.D. Pennsylvania

May 14, 2015

DCK/TTEC, LLC, Plaintiff,
v.
MICHAEL W. POSTEL, SR., POSTEL INDUSTRIES, INC., a Texas corporation, POSTEL HOLDINGS, LLC, a Texas limited liability company, POSTEL BUILDING SYSTEMS, LLC, a Texas limited liability company, POSTEL ERECTION GROUP, L.L.C., a Nevada limited liability company, POSTEL INTERNATIONAL, L.L.C., a Louisiana limited liability company, POSTEL INTERNATIONAL, INC., a Nevada corporation, POSTEL-WEST, INC., an Arizona corporation, POLK COUNTY EQUIPMENT, INC., a Texas corporation, AMERISTEEL INTERNATIONAL, INC., a Texas corporation, AMERISTEEL MANUFACTURING, INC., a Texas Corporation, POSTEL HOLDINGS II, L.L.C., a Texas limited liability company, POSTEL-MCALLEN, L.L.C., a Texas limited liability company, POSTEL HOLDINGS III, L.L.C., a Texas limited liability company, ADAMS STREET HOLDINGS, L.L.C., a Texas limited liability company, POSTEL ADAMS, L.L.C., a Texas limited liability company, POSTEL-RB MANAGEMENT, L.L.C., a Texas limited liability company, POSTEL GROUP, INC., an Anguilla Corporation, POSTEL STEEL VENTURES, L.L.C., a Texas limited liability company, INNERSTAFF, INC., a Texas corporation, POSTEL HOLDINGS, IV, L.L.C., a Texas limited liability company, and DOES 1 THROUGH 10, Defendants.

MEMORANDUM ORDER

Cathy Bissoon United States District Judge

I. MEMORANDUM

For the reasons that follow, Defendants’ Motion to Dismiss or, Alternatively, Transfer Venue (Doc. 32) will be denied.

BACKGROUND

On October 31, 2013, following a trial, this Court entered a judgment of $2, 378, 563.00 for dck/Ttec, LLC (“Plaintiff”) and against Postel Industries, Inc. (“Defendant Industries” or “Industries”) in Civil Action Number 11-1198. On December 23, 2014, Plaintiff filed a twelve-count Complaint initiating the instant action. The Complaint alleges that, in anticipation of a judgment against them in Civil Action. No. 11-1198, Defendants fraudulently rearranged assets in order to prevent any later payment to Plaintiff. Compl. (Doc. 1). Specifically, Plaintiff alleges that Defendants engaged in fraudulent cash, security, debt and asset transfers; the corporate veil should be pierced; certain Defendants are the alter ego of Defendant Mike Postel and Defendant Industries; and that successor liability is implicated in this case. Compl. at ¶¶ 107-267.

On March 12, 2015, all named Defendants[1] filed a Motion to Dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2) or, alternatively to transfer venue to the Southern District of Texas. Def.’s Mot. (Doc. 32). For the reasons that follow, both motions will be denied.

ANALYSIS

Motion to Dismiss

Pursuant to Rule 12(b)(2) of the Federal Rules of Civil Procedure, “[P]laintiff must ‘prov[e] by affidavits or other competent evidence that jurisdiction is proper.’” Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324, 330 (3d Cir. 2009) (quoting Dayhoff Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996)). A plaintiff, however, need only establish “a prima facie case of personal jurisdiction, ” and is entitled to have the allegations set forth in the complaint taken as true and all factual disputes drawn in his or her favor. Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 97 (3d Cir. 2004). The complaint must nevertheless contain “specific facts” rather than vague or conclusory assertions. Marten v. Godwin, 499 F.3d 290, 298 (3d Cir. 2007).

Pennsylvania’s long-arm statute provides for jurisdiction “to the fullest extent” permitted under the Due Process Clause of the Fourteenth Amendment. 42 Pa. Cons. Stat. § 5322(b). The due process clause requires: (1) that Defendants here have “minimum contacts” with the forum state; and (2) that the exercise of jurisdiction comports with “traditional notions of fair play and substantial justice.” Remick v. Manfredy, 238 F.3d 248, 255 (3d Cir. 2001) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). “Minimum contacts must have a basis in ‘some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.’” Remick, 238 F.3d at 255 (quoting Asahi Metal Indus. Co., Ltd. v. Superior Court of California, 480 U.S. 102, 109 (1987)).

Personal jurisdiction may be invoked over a non-resident defendant on the basis of either general or specific jurisdiction. Plaintiff concedes that the theory of general jurisdiction is inapplicable to the instant case, and argues only for a finding of specific personal jurisdiction. Pl.’s Br. in Opp’n at 8. When a plaintiff’s complaint alleges intentionally tortious conduct, as is the case here, the “effects test” established in Calder v. Jones, 465 U.S. 783 (1984), can be used to “enhance otherwise insufficient contact with the forum such that the ‘minimum contacts’ prong of the Due Process test is satisfied.” IMO Indus., Inc. v. Kiekert AG, 155 F.3d 254, 260 (3d Cir. 1998). Under this test, a plaintiff can demonstrate personal jurisdiction if it shows “(1) The defendant committed an intentional tort; (2) The plaintiff felt the brunt of the harm in the forum such that the forum can be said to be the focal point of the harm suffered by the plaintiff as a result of that tort; [and] (3) The defendant expressly aimed his tortious conduct at the forum such that the forum can be said to be the focal point of the tortious activity.” Marten, 499 F.3d at 297. “[I]n order to make out the third prong of this test, the plaintiff must show that the defendant knew that the plaintiff would suffer the brunt of the harm caused by the tortious conduct in the forum, and point to specific activity indicating that the defendant expressly aimed its tortious conduct at the forum.” IMO Industries, Inc. v. Kiekert AG, 155 F.3d 254 (3d Cir. 1998).

In the instant case, Plaintiff contends that the Court has personal jurisdiction over the parties involved as they all participated in an intentionally tortious scheme to transfer or hide assets in order to thwart an imminent Pennsylvania judgment in favor of a Pennsylvania plaintiff. Defendants assert that there are insufficient minimum contacts to establish specific personal jurisdiction because: 1) the various Postel entities did not “direct any activities towards Pennsylvania”; 2) Plaintiff’s claims do not arise from or relate to Defendants’ contact with Pennsylvania; and 3) Plaintiff is not authorized to do business in Pennsylvania and thus “[a]n injury can not occur to a fictitious entity in a jurisdiction that [sic] the entity has no authority to conduct business.”[2] Def.’s Br. in Support at ¶ 14.

A. Transferors and Transferees

Plaintiff alleges that the Calder test is satisfied with respect to the alleged fraudulent transferors (together, the “Transferors”) – Michael Postel (“Mr. Postel”) and Defendant Industries (the judgment debtor) – as well as the alleged fraudulent transferees. Pl.’s Br. in Opp’n at 13, n. 7. The alleged transferees (collectively, the “Transferees”) are: Postel Holdings, LLC (“Holdings”), Postel Erection Group, L.L.C. (“Erection Group”), Postel International, L.L.C. (“International, LLC”), Postel International, Inc. (“International, Inc.”), Postel-West, Inc. (“West”), Polk County Equipment, Inc. (“Polk”), Ameristeel Manufacturing, Inc. (“Ameristeel Manufacturing”), Postel-McAllen, L.L.C. (“McAllen”), Adams Street Holdings, L.L.C. (“Adams Street”), and Postel-RB Management, L.L.C. (“RB”). Id. Plaintiff pleads with great specificity the facts that buttress this argument. See Compl. ¶¶ 84-103; Marten v. Godwin, 499 F.3d at 298.

The Court finds that there is prima facie in personam jurisdiction over the alleged Transferors[3] and Transferees. Mr. Postel is the former owner and current President of Defendant Industries. Compl. at ¶ 115. In May of 2013, while Defendant Industries’ Motion for Summary Judgment was pending in Civil Action No. 11-1198, Industries allegedly transferred a total of $4, 929, 000.00 to Holdings “without receiving reasonably equivalent value in exchange.” Compl. at ¶ 110; see also id. at ¶¶ 84-88. Mr. Postel is the former owner and current President of Holdings; he is the sole member of Holdings. Id. at 114. Plaintiff alleges that Industries was insolvent at the time of the above transfers; the ...


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