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Hickman v. TL Transportation, LLC

United States District Court, E.D. Pennsylvania

July 12, 2018

TYHEE HICKMAN and SHANAY BOLDEN, individually and on behalf of all persons similarly situated, Plaintiffs,
v.
TL TRANSPORTATION, LLC, SCOTT FOREMAN, HERSCHEL LOWE, AMAZON.COM, LLC, and AMAZON LOGISTICS, INC., Defendants.

          MEMORANDUM

          Gerald Austin McHugh United States District Judge

         This is a putative class action involving wage and hour claims asserted against a Maryland corporation and its individual corporate officers, both of whom reside in Maryland. Plaintiffs are employees who worked for Defendants as delivery associates in Pennsylvania [hereinafter the “Pennsylvania Plaintiffs”] and Maryland [hereinafter the “Maryland Plaintiffs”]. Plaintiffs filed this action in the Eastern District of Pennsylvania, which raises the question of whether Pennsylvania courts may assert personal jurisdiction over corporate officers who reside in Maryland. Those defendants have filed a Motion to Dismiss for Lack of Subject Matter Jurisdiction, arguing that their contacts with Pennsylvania are not related to Plaintiffs' claims arising under the Fair Labor Standards Act and state wage and hour laws. As to the Pennsylvania Plaintiffs, I disagree, and find both individual defendants' business-related contacts with this forum related to Plaintiffs' wage and hour claims, and their respective contacts sufficient to justify personal jurisdiction. The Maryland Plaintiffs' claim under their state's wage and hour laws will be dismissed, however, because Plaintiffs have not shown these claims to be related to Foreman and Lowe's contacts with Pennsylvania.

         I. Pertinent Background

         Plaintiff Tyhee Hickman worked as a delivery associate for Defendant TL Transportation [hereinafter “TLT”] in Pennsylvania from November 2016 through March 2017, and Plaintiff Shanay Bolden worked for TLT in Maryland from January 2016 through July 2016. TLT is a delivery service provider that operates under a contract with Defendant Amazon Logistics, Inc. In their work for TLT, Plaintiffs drove delivery trucks, and delivered packages from Amazon warehouses to its customers. Plaintiffs allege that they received payment for their work based on a “day rate, ” and argue that this compensation did not include overtime payment as required by the Fair Labor Standards Act [hereinafter “FLSA”], and applicable state wage and hour laws. Defendant TLT is run by two individuals, Defendants Herschell Lowe and Scott Foreman. Foreman has been an owner and Vice President of TLT since spring 2015, and Lowe has served as President over the same period. Foreman and Lowe began their work for TLT by expanding the company's business within Maryland, Virginia, and New Jersey, and they later secured an agreement with Amazon to provide delivery services in Pennsylvania. They began doing business at their first Pennsylvania location in summer 2016, operating out of an Amazon warehouse in King of Prussia.

         When TLT opened its King of Prussia operation, it already had a companywide pay policy in place. Plaintiffs allege that the payroll policy, which dated to July 2015, provided for a per-day rate of payment to delivery associates for each day that an associate worked, with the Maryland employees receiving a rate of $160 per day, and the Pennsylvania employees receiving $152 per day, regardless of the number of hours worked in a day. See Am. Compl. ¶ 58, ECF No. 34. Foreman reports that he and Lowe made all business decisions, including payroll, human resources, and management decisions, in Maryland.

         In connection with TLT's expansion, Foreman took regular trips to Pennsylvania, visiting each of the Pennsylvania facilities TLT opened. During these trips, he met with Amazon officials, TLT's managers, and held safety meetings. Foreman stated in his deposition: “I have site managers and a regional manager. So I'm just coming up to meet with them.” Foreman Dep. 49:4-14, ECF No. 44-4.

         Defendant Lowe also traveled to Pennsylvania in connection with his work for TLT, though less regularly than Foreman. He visited TLT's King of Prussia site on one occasion to observe a prospective safety consultant demonstrate a training session for TLT's delivery associates. On a separate occasion he conducted several interviews with prospective hires during a job fair held at a DoubleTree Hotel in Philadelphia, although the interviews were for positions as drivers at TLT's Swedesboro, New Jersey location.

         Despite their business-related contacts with this forum, Defendants Foreman and Lowe contend that their work-related contacts with Pennsylvania were not sufficiently related to Plaintiffs' wage and hour claims to allow a court in Pennsylvania to assert personal jurisdiction over them. Defendants also argue that, because the Maryland Plaintiffs had no contact with Pennsylvania in connection with their work for TLT, Foreman and Lowe's contacts with Pennsylvania were not related to the Maryland Plaintiffs' wage and hour claims.

         II. Standard

         In resolving a motion to dismiss under Federal Rule of Civil Procedure 12(b)(2), the plaintiff bears the burden of establishing personal jurisdiction. Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324, 330 (3d Cir. 2009). Because I have not held an evidentiary hearing, Plaintiffs need only establish a prima facie case for personal jurisdiction. Id. (citing O'Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 316 (3d Cir. 2007)); Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 97 (3d Cir. 2004). To meet this burden, Plaintiffs must demonstrate “with reasonable particularity sufficient contacts between the defendant and the forum state.” See Mellon Bank (E.) PSFS, Nat'l Ass'n v. Farino, 960 F.2d 1217, 1223 (3d Cir. 1992) (quoting Provident Nat'l Bank v. California Fed. Sav. & Loan Ass'n, 819 F.2d 434, 437 (3d Cir. 1987)). Plaintiffs are entitled to have their allegations presumed true, with all factual disputes construed in their favor. See Miller Yacht, 384 F.3d at 97.

         III. Discussion

         Under Federal Rule 4(e), a federal court may “assert personal jurisdiction over a nonresident of the state in which the court sits to the extent authorized by the law of that state.” Provident Nat'l Bank, 819 F.2d at 436. Pennsylvania's long-arm statute provides that the jurisdiction of state tribunals reaches “to the full extent allowed under the Constitution of the United States and may be based on the most minimum contact with [Pennsylvania] allowed under the Constitution of the United States.” 42 Pa. Cons. Stat. § 5322(b). Thus, the question here is whether personal jurisdiction may be asserted without violation of the Defendants' due process rights, which protect “an individual's liberty interest in not being subject to the binding judgments of a forum with which he has established no meaningful ‘contacts, ties, or relations.'” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985) (quoting Int'l Shoe Co. v. State of Wash., Office of Unemp't Comp. & Placement, 326 U.S. 310, 319 (1945)).

         As the Third Circuit has summarized the inquiry, specific personal jurisdiction exists if a court finds that (1) the defendants purposefully directed their activities at the forum; (2) the litigation arose out of or is related to one or more of these activities; and (3) jurisdiction comports with fair play and substantial justice. O'Connor, 496 F.3d at 317 (citing Burger King Corp., 471 U.S. at 472; Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 (1984)). While a court must separately analyze personal jurisdiction for each claim, Remick v. Manfredy, 238 F.3d 248, 255 (3d Cir. 2001), in this case Plaintiffs' state and federal wage and hour claims, as well as claims for unjust enrichment, are similar in structure and arise from the same factual contentions, and are therefore subject to the same personal jurisdiction analysis. The claims of the Pennsylvania and Maryland Plaintiffs must be analyzed separately, however, because each involves distinct facts.

         A. Personal Jurisdiction over Pennsylvania Plaintiffs' Claims

         Defendants Foreman and Lowe assert that jurisdiction is not proper because Plaintiffs' claims do not arise from or relate to either individual's contacts with Pennsylvania, largely relying on the theory that Plaintiffs' FLSA and Pennsylvania Minimum Wage Act (PMWA) claims concern managerial decisions that Foreman and Lowe made in Maryland. Defs.' Br. 10- 11, ECF No. 35-1. I find this argument without merit. Both Foreman and Lowe's contacts with Pennsylvania involved their employees' working ...


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