United States District Court, E.D. Pennsylvania
DARNELL JONES, II JUDGE
Anne Flaccus (“Plaintiff”) commenced this action
on behalf of herself and a putative class of Pennsylvania
residents receiving waste disposal services from Defendants
Advanced Disposal Services, Inc. (“ADSI”),
Advanced Disposal Services South, LLC (“ADS
South”), and Advanced Disposal Services Eastern PA
(“ADSEPA”). She claims Defendants charged her and
the putative class excessive fees in violation of their
service agreements and Pennsylvania consumer protection laws.
before the Court are Defendant ADSI's and Defendant ADS
South's independent Motions for Summary Judgment for lack
of personal jurisdiction (collectively, the “Moving
Defendants”) (ECF Nos. 33, 34) and Plaintiff's
responses thereto (ECF Nos. 36-38). The Moving Defendants
each previously moved to dismiss this action on the same
grounds (see ECF Nos. 15, 17). Plaintiff opposed
those motions as well (see ECF Nos. 20, 21), and
this Court granted them without prejudice while granting
Plaintiff's request for jurisdictional discovery. (ECF
Nos. 27, 30-31). The Court permitted Plaintiff to conduct
limited jurisdictional discovery as to Defendant ADSI on two
issues: (1) what, if any, relationship Defendant ADSI has or
had with an entity registered under the same name with the
Commonwealth of Pennsylvania's Department of State, and
(2) what, if any, relationship Defendant ADSI has or had with
employees of the entity referred to as “Advanced
Disposal.” The Court also permitted Plaintiff to
conduct limited jurisdictional discovery as to ADS South on
the issue of specific jurisdiction. Now, discovery having
been completed and the matter fully briefed, the issue of
whether this Court may exercise personal jurisdiction over
Defendants ADSI and ADS South is ripe for adjudication. For
the reasons that follow, the Court will grant Defendant
ADSI's Motion for Summary Judgment with prejudice and
deny Defendant ADS South's Motion for Summary Judgment.
UNDISPUTED MATERIAL FACTS
the posture of the case, the facts presented below include
the undisputed material facts agreed upon by the Parties, as
well as the uncontested facts of record taken in a light most
favorable to Plaintiff as the non-moving party.
Defendant ADS South's Organizational Structure
ADS South is a Delaware limited liability company with a
principal place of business in Florida. ADS South Mot. Summ.
J. (“ADS South MSJ”), Statement of Uncontested
Material Facts ¶ 6 (ECF No. 34-2) [hereinafter ADS South
MSJ SUF]; Pl. Resp. Opp. ADS South MSJ (“Pl. Opp. ADS
South MSJ”), Statement of Undisputed and/or Disputed
Material Facts ¶ 6 (ECF No. 36-2) [hereinafter Pl. Opp.
ADS South MSJ SUF]. It originally formed under Delaware law
as Advanced Disposal Services, LLC on January 16, 2001. ADS
South MSJ SUF ¶ 1; Pl. Opp. ADS South MSJ SUF ¶ 1;
ADSI Mot. Summ. J. (“ADSI MSJ”), Decl. Joel
Frank, Ex. C at ADS000401 (ECF No. 33-4) [hereinafter Decl.
Frank]. Effective April 15, 2002, Advanced Disposal Services,
LLC changed its name and incorporated under Delaware law as
Advanced Disposal Services, Inc. (“Old ADSI”).
Decl. Frank, Ex. C at ADS000404-06. There is no certificate
of conversion from Advanced Disposal Services, LLC to
Advanced Disposal Services, Inc. in the record. Effective
November 30, 2012, Advanced Disposal Services, Inc. changed
its name again and reincorporated under Delaware law as
Advanced Disposal Services Southeast, Inc. Pl. Resp. Opp. ADS
South Mot. Dismiss (“Pl. Opp. ADS South MTD”),
Ex. A (ECF No. 20-2). On December 6, 2012, Advanced Disposal
Services Southeast, Inc. changed its name to Advanced
Disposal Services South, Inc. Pl. Opp. ADS South MTD, Ex. B.
Defendant ADS South effectively took on its present name and
corporate status as a Delaware limited liability company on
January 9, 2015, after filing a Certificate of Conversion.
Decl. Frank, Ex. E.
Defendant ADSI's Organizational Structure
ADSI is a Delaware corporation with a principal place of
business in Florida. ADSI Mot. Summ. J. (“ADSI
MSJ”), Statement of Uncontested Material Facts ¶ 8
(ECF No. 33-2) [hereinafter ADSI MSJ SUF]; Pl. Resp. Opp.
ADSI MSJ (“Pl. Opp. ADSI MSJ”), Statement of
Undisputed and/or Disputed Material Facts ¶ 8 (ECF No.
37-1) [hereinafter Pl. Opp. ADSI MSJ SUF]. Defendant ADSI
originally incorporated under Delaware law on January 20,
2012, under the name ADS Waste Holdings, Inc. ADSI MSJ SUF
¶ 1; Pl. Opp. ADSI MSJ SUF ¶ 1; Decl. Frank, Ex. A
at ADS000875. Years later, on January 27, 2016, ADS Waste
Holdings, Inc. changed its name and incorporated under the
name Advanced Disposal Services, Inc. ADSI MSJ SUF ¶ 2;
Pl. Opp. ADSI MSJ SUF ¶ 2. On October 12, 2016, Advanced
Disposal Service, Inc. effectively merged with
“Advanced Disposal Waste Holdings Corp., a Delaware
Corporation (‘Parent').” ADSI MSJ
SUF ¶ 3; Pl. Opp. ADSI MSJ SUF ¶ 3; Decl. Frank,
Ex. B (emphasis in original). “The name of the
surviving corporation of the Merger . . . [was] Advanced
Disposal Services, Inc.” Decl. Frank, Ex. B.
Court finds the following chart provided by Plaintiff
accurately sets forth the historical corporate structure of
Defendant ADSI and Defendant ADS South:
Pl. Opp. ADS South MSJ 4 (ECF No. 36).
Defendant ADS South and Defendant ADSI's Roles as Parent
Company of the Advanced Disposal Enterprise
ADSI is the current consolidated parent company of the
Advanced Disposal enterprise, which is comprised of 152
wholly-owned subsidiaries. Pl. Opp. ADSI MSJ SUF, Ex. F at
63, 100 (ECF No. 37-9) [hereinafter ADSI Form 10-K]; Pl. Opp.
ADSI MSJ, Ex. D at 25:23-26:7 (ECF No. 37-7) (Deposition of
Steve Del Corso) [hereinafter Del Corso Dep.]. It formally
took on this role from Old ADSI in November 2012. Del Corso
Dep. 64:6-23. Steve Del Corso, the corporate designee for
Defendants ADS South and ADSI, testified that there were no
significant changes made to the parent company role when
Defendant ADSI assumed the position. Del Corso Dep.
parent, Defendant ADSI fulfills several functions. It
purchases certain items at a discounted, bulk rate and
distributes them to its subsidiaries. Del Corso Dep.
30:2-31:3. It also enters into master agreements with various
vendors from which all Advanced Disposal entities benefit,
though each subsidiary procures its own supplies. Del Corso
Dep. 31:13-20. Defendant ADSI maintains a website that
provides the collection operations for each state in which an
entity within the Advanced Disposal enterprise is located as
well as contact information for each local office within the
state. Pl. Opp. ADSI MSJ SUF 10 ¶ 9 (Plaintiff's
Statement of Additional Facts). Pennsylvania is one of those
states. Pl. Opp. ADSI MSJ SUF 10 ¶ 9. The email
addresses for local points of contact within Pennsylvania,
and presumably its other locations, end with the
“advanceddisposal.com” domain name. Pl. Opp. ADSI
MSJ SUF 10 ¶ 10.
ADSI gives its subsidiaries guidance and issues policies
regarding marketing, sales, and general operations. Del Corso
Dep. 24:18-25:8. Relatedly, it also sets the standard rates
for fuel charges, environmental fees, and administrative fees
assessed to customers of an entity within the Advanced
Disposal enterprise. Del Corso Dep. 37:2-38:6. Defendant ADSI
has issued employee handbooks that are generally followed by
its subsidiary's employees, subject to collective
bargaining agreements and any exceptions set forth by a
particular subsidiary. Pl. Opp. ADSI MSJ, Ex. Q at 13:4-14:2
(ECF No. 37-20) (Deposition of Glenn Guest) [hereinafter
Guest Dep.]. Defendant ADSI also implemented a corporate
training scheme to improve customer service throughout the
enterprise that each subsidiary ...