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Flaccus v. Advanced Disposal Services, Inc.

United States District Court, E.D. Pennsylvania

December 23, 2019

ANNE FLACCUS Plaintiff,
v.
ADVANCED DISPOSAL SERVICES, INC., et al., Defendants.

          MEMORANDUM

          C. DARNELL JONES, II JUDGE

         Plaintiff 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.

         Pending 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.

         I. UNDISPUTED MATERIAL FACTS

         Given 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.

         A. Defendant ADS South's Organizational Structure

         Defendant 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.

         B. Defendant ADSI's Organizational Structure

         Defendant 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.

         The Court finds the following chart provided by Plaintiff accurately sets forth the historical corporate structure of Defendant ADSI and Defendant ADS South:

         (Table Omitted)

Pl. Opp. ADS South MSJ 4 (ECF No. 36).

         C. Defendant ADS South and Defendant ADSI's Roles as Parent Company of the Advanced Disposal Enterprise

         Defendant 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. 34:13-35:23.

         As 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.

         Defendant 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 ...


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