PEEPLES v. PRESTIGE DELIVERY SYSTEMS, INC.
MEMORANDUM AND/OR OPINION RE: MOTION TO DISMISS. SIGNED BY HONORABLE RONALD L. BUCKWALTER ON 12/15/2011. 12/16/2011 ENTERED AND COPIES E-MAILED.(tomg, )
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
PRESTIGE DELIVERY SYSTEMS, INC.
Defendant Prestige Delivery Systems, Inc. has filed the present Motion to Dismiss the
Complaint of Plaintiff Oscar Peeples. For the following reasons, the Motion is granted.
FACTUAL AND PROCEDURAL BACKGROUND
According to the facts alleged in the Complaint, Plaintiff is an African American male
who contracted with Defendant in May 2004 to work as a delivery driver. (Compl. ¶¶ 9,13.) At
the time the contract commenced, Plaintiff had four separate routes for delivery service. (Id. ¶
18.) During the time Plaintiff performed services for Defendant, two of Defendant’s employees
repeatedly referred to him as “boy,” even after Plaintiff advised them that he found the term
offensive. (Id. ¶¶ 19-21, 22.) In addition, Plaintiff overheard one of these employees say that the
company was “getting rid of the old drivers.” (Id. ¶ 21.) The day after Plaintiff brought these
incidents to the attention of Defendant’s management, he was deprived of all four of his original
delivery routes and was told he could only have one route. (Id. ¶ 23.) When he further
complained about this treatment, the final route was taken from him and given to a thirty-eightyear-old white male. (Id. ¶¶ 24, 26-27.) Defendant terminated its business relationship with
Plaintiff in October 2009. (Id. ¶ 35.)
Plaintiff filed his Complaint in this Court on April 5, 2011 alleging the following: (I)
racial discrimination in violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e
et seq. (“Title VII”); (II) retaliation in violation of Title VII; (III) violation of the Pennsylvania
Human Relations Act 43 Pa.C.S. § 951 et seq. (“PHRA”); and (IV) violation of the Age
Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”).1 (Compl. ¶¶ 34-42.)
Defendant filed the present Motion to Dismiss on September 21, 2011. Plaintiff filed his
Response in Opposition on October 21, 2011, and Defendant filed a Reply Brief on October 28,
STANDARD OF REVIEW
Pursuant to Federal Rule of Civil Procedure 12(b)(6), a defendant bears the burden of
demonstrating that the plaintiff has not stated a claim upon which relief can be granted. Fed. R.
Civ. P. 12(b)(6); see also Hedges v. United States, 404 F.3d 744, 750 (3d Cir. 2005). In Bell Atl.
Corp. v. Twombly, 550 U.S. 544 (2007), the United States Supreme Court recognized that “a
plaintiff’s obligation to provide the ‘grounds’ of his ‘entitle[ment] to relief’ requires more than
labels and conclusions, and a formulaic recitation of the elements of a cause of action will not
do.” Id. at 555. It emphasized that it would not require a “heightened fact pleading of specifics,
but only enough facts to state a claim to relief that is plausible on its face.” Id. at 570.
In the subsequent case of Ashcroft v. Iqbal, 129 S. Ct. 1937 (2009), the Supreme Court
enunciated two fundamental principles applicable to a court’s review of a motion to dismiss for
Without specifying Plaintiff’s age, the Complaint states that he is a member of the class
protected by ADEA. (Compl. ¶ 10.)
failure to state a claim. First, it noted that “the tenet that a court must accept as true all of the
allegations contained in a complaint is inapplicable to legal conclusions. Threadbare recitals of
the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id.
at 1949. Thus, although “[Federal] Rule [of Civil Procedure] 8 marks a notable and generous
departure from the hyper-technical, code-pleading regime of a prior era . . . it does not unlock the
doors of discovery for a plaintiff armed with nothing more than conclusions.” Id. at 1950.
Second, the Supreme Court emphasized that “only a complaint that states a plausible claim for
relief survives a motion to dismiss.” Id. “Determining whether a complaint states a plausible
claim for relief will . . . be a context-specific task that requires the reviewing court to draw on its
judicial experience and common sense.” Id.
Notwithstanding the foregoing, nothing in Twombly or Iqbal has altered some of the
fundamental underpinnings of the Rule 12(b)(6) standard of review. Arner v. PGT Trucking,
Inc., No. Civ.A.09-0565, 2010 WL 1052953, at *2 (W.D. Pa. Mar. 22, 2010); Spence v.
Brownsville Area Sch. Dist., No. Civ.A.08-0626, 2008 WL 2779079, at *2 (W.D. Pa. July 15,
2008). Federal Rule of Civil Procedure 8 requires only a short and plain statement of the claim
showing that the pleader is entitled to relief and need not contain detailed factual allegations.
Fed. R. Civ. P. 8; Phillips v. Cnty. of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008). Further, the
court must “accept all factual allegations in the complaint as true and view them in the light most
favorable to the plaintiff.” Buck v. Hampton Twp. Sch. Dist., 452 F.3d 256, 260 (3d Cir. 2006).
Finally, the court must “determine whether, under any reasonable reading of the complaint, the
plaintiff may be entitled to relief.” Pinkerton v. Roche Holdings Ltd., 292 F.3d 361, 374 n.7 (3d
In support of its Motion to Dismiss, Defendant has introduced two contracts between
itself and Plaintiff. One contract governed the parties’ business relationship between October 29,
2007 and February 28, 2009; the second governed the relationship from March 7, 2009 until
March 31, 2010. (Def.’s Mem. Supp. Mot. Dismiss (“Def.’s Mem.”), Exs. B & C.)2 Relying on
these documents, Defendant moves to dismiss the Complaint on two grounds. First, it contends
that Plaintiff was an independent contractor, rather than an employee, of Defendant. (Def.’s
Mem. 10-16.) Because independent contractors are not covered by any of the anti-discrimination
statutes cited in the Complaint, Defendant argues that Plaintiff has failed to state a claim. (Id.)
Second, Defendant contends that the contract between itself and Plaintiff contains a forum
selection clause, which states that any claims arising out of their business relationship must be
litigated in the State of Ohio. (Id. at 17-19.)
As discussed in detail below, the Court finds that the forum selection clause is valid and
enforceable. Because the parties have contracted to litigate their dispute in Ohio, it would be
inappropriate for the Court to address the merits of the Complaint, including Defendant’s first
In most situations, “a court considering a motion to dismiss only construes a plaintiff’s
complaint, exhibits attached to the complaint, and matters of public record.” Soto v. Bank of
Lancaster Cnty., No. Civ.A.08-1907, 2011 WL 1050213, at *5 (E.D. Pa. Mar. 23, 2011) (citing
Pension Ben. Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993)). A
court may, however, “consider an undisputedly authentic document attached by a defendant as an
exhibit to the motion to dismiss if plaintiff’s claims are based on the document.” Id. (citing
Pension Ben., 998 F.2d at 1196). “A document forms the basis of plaintiff’s claim if the
document is ‘integral to or [is] explicitly relied upon in the complaint.’” Id. (quoting In re
Burlington Coat Factory Secs. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997)). Here, Plaintiff’s
claims arise out of his professional relationship with Defendant, and Plaintiff does not dispute the
existence or authenticity of the contracts introduced by Defendant. As such, the Court finds that
the contracts are integral to Plaintiff’s Complaint and considers them in conjunction with
argument. The following analysis addresses only those arguments that relate to the forum
The Parties’ Contractual Relationship
The contract that Defendant alleges was in effect at the time it ended its business
relationship with Plaintiff states in relevant part:
This Agreement constitutes the entire agreement and understanding between the
parties and supersedes all prior Independent Contractor Operating Agreements and
shall not be modified, altered, changed or amended in any respect unless in writing
and signed by both parties. . . . This Agreement shall be deemed to have been written
in accordance with the statutes and laws of the State of Ohio, and, in the event of any
disagreement or litigation, the laws of this state shall apply and suit must be brought
in this state. In addition, the Contractor and Carrier agree that this Agreement is
being entered into in the State of Ohio.
(Def.’s Mem., Ex. C ¶ 22 (emphasis added).) The contract also states that “this Agreement shall
commence on the [7th] day of March, 2009 and shall continue through the 31st day of March,
2010.” (Id. ¶ 1.) Plaintiff signed the contract on March 7, 2009, and Defendant’s representative
signed it on March 9, 2009. (Id.)
Although Plaintiff does not dispute the existence of the 2009 contract, he indirectly
contests its validity by referencing a prior agreement that the parties allegedly entered into in
February 2006. (Pl.’s Resp. Opp’n 8-9.) According to Plaintiff, the 2006 agreement was an
unconscionable contract of adhesion because Defendant presented it to him without the
opportunity to negotiate its terms or retain an attorney to review its contents. (Id.) Plaintiff
neither references this agreement in his Complaint nor attaches a copy of it to his Response in
Assuming the parties entered into an agreement in 2006, it has clearly been superseded by
the 2009 contract which, as noted above, states that “[t]his Agreement constitutes the entire
agreement and understanding between the parties and supersedes all prior Independent
Contractor Operating Agreements . . . .” (Def.’s Mem., Ex. C ¶ 22.) Furthermore, even if
Plaintiff was compelled to sign the 2006 agreement without the opportunity to negotiate its terms
and without the benefit of legal counsel, he has made no such allegation concerning the 2009
contract. Accordingly, the Court finds that the 2009 contract was a valid and enforceable
agreement that governed the parties’ business relationship at the time Plaintiff was terminated.
The Validity of the Forum Selection Clause
In Ohio,3 a forum selection clause is valid unless it falls into one of the following three
categories: “(1) it was obtained by fraud, duress, the absence of economic power or other
unconscionable means, (2) the designated forum would be closed to the suit or would not handle
it effectively or fairly, or (3) the designated forum would be so seriously inconvenient that to
require the plaintiff to bring suit there would be unjust.” Huntington Copper Moody & Maguire,
Inc. v. Cypert, No. Civ.A.04-751, 2005 WL 2290318, at *4 (S.D. Ohio Sept. 20, 2005) (citation
omitted). “A finding of unreasonableness or injustice must be based on more than inconvenience
to the party seeking to avoid the forum-selection clause’s requirements.” Info. Leasing Corp. v.
King, 800 N.E.2d 73, 78 (Ohio Ct. App. 2003). Rather, “it must appear that enforcement in Ohio
would be ‘manifestly and gravely inconvenient’ to the party seeking to avoid enforcement such
that the party ‘will be effectively deprived of a meaningful day in court.’” Id. (quoting Info.
Leasing Corp. v. Jaskot, 784 N.E.2d 1192, 1196-97 (Ohio Ct. App. 2003)).
The 2009 contract states that the parties’ relationship is governed by Ohio law. (Def.’s
Mem., Ex. C ¶ 22.)
Here, Plaintiff argues that the forum selection clause should not be enforced because the
events leading up to this litigation occurred in Pennsylvania, it would be unduly burdensome for
him and other witnesses to travel to Ohio, and his Complaint includes a cause of action arising
under the PHRA, a Pennsylvania statute. (Pl.’s Resp. Opp’n 9-10.) The Court is unpersuaded.
First, the fact that many of the events that form the basis of this litigation occurred in
Pennsylvania is not dispositive. The very purpose of a forum selection clause is to ensure that
disputes are litigated in a particular place, regardless of other factors surrounding the case.
Second, while litigating in Pennsylvania may be more convenient for Plaintiff, he has not shown
that traveling to Ohio – which borders Pennsylvania – would be such a substantial burden that it
would effectively deprive him of his day in court. See, e.g., Four Seasons Enters. v. Tommel
Fin. Servs., Inc., No. Civ.A.77248, 2000 WL 1679456, at *4 (Ohio Ct. App. Nov. 9, 2000)
(“Mere distance . . . is not considered adequate inconvenience to invalidate a forum selection
clause.”). Finally, with respect to the PHRA claim, Plaintiff himself admits that Ohio courts are
“more than qualified to handle interpretation of foreign law,” (Pl.’s Resp. Opp’n 10), and he has
not identified any aspect of the PHRA that would be better addressed by a Pennsylvania District
Court. Accordingly, the Court finds that the forum selection clause is valid and enforceable, and
requires all disputes arising out of the contract between Plaintiff and Defendant to be litigated in
Ohio. Defendant’s Motion to Dismiss is therefore granted.
For all of the foregoing reasons, the Court finds that Plaintiff’s claims arise out of a
contract he entered into with Defendant in 2009. That contract includes a forum selection clause,
which states that any disputes between the two parties must be litigated in the State of Ohio.
Because the Court finds that the forum selection clause is enforceable, it declines to address the
merits of Plaintiff’s claims. Accordingly, Defendant’s Motion to Dismiss is granted. Plaintiff
may re-file his Complaint in the State of Ohio.
An appropriate Order follows.
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