Vacaflor v. The Pennsylvania State University et al
Filing
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MEMORANDUM (Order to follow as separate docket entry) re 9 MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM filed by The Pennsylvania State University, 8 MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM as to Counts V, VI, and VII ag ainst the Individual Defendants filed by Susan Swank-Caschera, Heather Dorman, Pennsylvania College of Technology, 17 MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM Plaintiff's AMENDED Complaint filed by The Pennsylvania State University Signed by Honorable Matthew W. Brann on 7/21/14. (km)
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
MARCELO EDDY VACAFLOR,
Plaintiff,
v.
THE PENNSYLVANIA STATE
UNIVERSITY, PENNSYLVANIA
COLLEGE OF TECHNOLOGY,
SUSAN SWANK-CASCHERA,
HEATHER DORMAN,
Defendants.
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Case No. 4:13-CV-00601
(Judge Brann)
MEMORANDUM
July 21, 2014
Before the Court is Defendant The Pennsylvania State University’s (“Penn
State”) Motion to Dismiss for Failure to State a Claim (ECF No. 17) in response to
Plaintiff’s Amended Complaint (ECF No. 14).1 Plaintiff’s Complaint states seven
(7) counts, four of which pertain to Penn State: racial discrimination in violation of
the Equal Protection Clause of the 14th Amendment to the United States
Constitution via 42 U.S.C. § 1983 (Count III); a discrimination claim under Title
1
A prior Motion to Dismiss filed by Penn State and another Motion to Dismiss filed by
the other Defendants are also before the Court (ECF Nos. 8, 9). Because these filings pertain to
the Plaintiff’s original Complaint (ECF No. 1), rather than the subsequent Amended Complaint
(ECF No. 14), they are denied and dismissed as moot.
1
VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d, et seq. (“Title VI”) (Count
V); a Title VI hostile environment claim (Count VI); and, a breach of contract
claim (Count VII). See generally Pl.’s Am. Compl., July 10, 2013, ECF No. 14
[hereinafter Compl.].
Plaintiff does not allege any specific acts by Penn State or Penn State
employees in this matter. Rather, Plaintiff seeks to pierce the corporate veil
between Penn State and Defendant Pennsylvania College of Technology (“Penn
College”), based principally on the fact that Penn College is a statutorily
designated affiliate of Penn State and that Penn State’s logo appears on the Penn
College student manual. For the reasons discussed herein, Defendant Penn State’s
Motion to Dismiss is granted.
I.
INTRODUCTION
A.
Facts as Alleged in Complaint
Plaintiff Marcelo Eddy Vacaflor (“Vacaflor” or “Plaintiff”) is a Hispanic
man of Bolivian descent. Compl., ¶ 13. In the fall or 2008, Vacaflor enrolled in
the Physician Assistant Program (P.A. Program) offered at Pennsylvania College
of Technology in Williamsport, Pennsylvania. Id., ¶¶ 15, 16, 18. The P.A.
Program consists of eight semesters and two summer sessions, which include
clinical internships in the field with corresponding examinations. Id., ¶¶ 15, 31.
2
Vacaflor successfully transferred approximately thirty-two (32) credits from prior
education such that he had an accelerated target graduation date of Summer 2011.
Id., ¶ 17.
Each week beginning in autumn 2008, Vacaflor traveled from his home in
Falls Church, Virginia to Williamsport to attend classes as a full-time student. Id.,
¶18. Over the course of the next four semesters, Vacaflor alleges he experienced
several forms of harassment from Penn College faculty and administrators
including: plagiarism accusations (Compl., ¶ 23) and an accompanying failing
grade he deems erroneous (Id., ¶ 24); enduring alleged discriminatory medical
hypotheticals in class based on racial and ethnic biases (Id., ¶ 27); not being
afforded the same post-examination instructor review opportunities as other
students (Id., ¶ 63); being denied a more accommodating internship location to be
closer to his family when other students were afforded requested accommodations
(Id., ¶¶ 32, 50–55); and, being subject to allegedly more difficult remedial
examinations than the other students were provided (Id., ¶¶ 69–91). Notably, all of
these alleged acts were performed by either Defendant Susan Swank-Caschera,
Heather Dorman, or another representative of Penn College. None of the specific
allegations are attributed to Penn State, and no person with a direct relationship to
Penn State appears in the Complaint.
3
Following his receipt of failing grades in several examinations and
corresponding requirements, Vacaflor was dismissed from the PA Program.
Compl., ¶ 92; Ex. D. Vacaflor pursued an administrative appeal alleging
discrimination and unfairness of the remedial examination process, which was
denied. Vacaflor subsequently filed the impending action.
B.
Relationship of Institutional Defendants
The Pennsylvania State University was originally incorporated as “The
Farmers High School of Pennsylvania” in 1855. See Act of Feb. 22, 1855, P.L. 46,
as amended, 24 P.S. §§ 2531, et seq.; Roy v. Pennsylvania State Univ., 568 A.2d
751, 753 (Pa. Commw. Ct. 1990). What is now Penn State was designated as
Pennsylvania’s land grant institution under the Morrill Act of 1862, 7 U.S.C. §
301, et seq. Pennsylvania State Univ. v. Derry Tp. Sch. Dist., 731 A.2d 1272,
1274 (Pa. 1999). Penn State is a “State-related university and an instrumentality of
the Commonwealth within the Commonwealth System of Higher Education.” 24
P.S. § 2510-503(7).
Pennsylvania College of Technology, by contrast, was established in 1989
by the Pennsylvania College of Technology Act, 24 P.S. § 2510-501, et seq. (“the
Act”). The Act effectuated the dissolution of the Williamsport Area Community
College which Penn College succeeded. 24 P.S. § 2510-503. Penn College is
4
defined as “a nonprofit corporation organized and existing under the laws of the
Commonwealth and is a wholly controlled affiliate of The Corporation For Penn
State.” 24 P.S. § 2510-503(5). The Corporation For Penn State is a distinct
corporate entity defined as “a wholly controlled affiliate of the Board of Trustees
of The Pennsylvania State University.” 24 P.S. § 2510-503(6).
Regarding the relationship between Penn State and Penn College, the Act
recognizes Penn College as a state-related institution, and “an affiliate corporation
of The Pennsylvania State University.” 24 P.S. §§ 2510-503(8); 2510-504. The
Act provides Penn College “the authority to conduct educational programs
consistent with the mission of The Pennsylvania State University as the Land Grant
Institution of the Commonwealth of Pennsylvania.” 24 P.S. § 2510-505. It is also
authorized to confer baccalaureate degrees, with certain statutorily specified
limitations. See id. The Act affords Penn College “all the rights, powers,
privileges and immunities,” and is subject to all the duties and limitations of a
typical Pennsylvania non-profit corporation. 24 P.S. § 2510-504(5). Thus, Penn
State and Penn College are distinct corporate entities subject to the traditional
principles of applicable corporate law.
II.
DISCUSSION
A.
Legal Standards
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1.
Motion to Dismiss
“To survive a motion to dismiss, a complaint must contain sufficient factual
matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly,
550 U.S. 544, 570 (2007)). “The plausibility standard is not akin to a ‘probability
requirement,’ but it asks for more than a sheer possibility that a defendant has
acted unlawfully.” Iqbal, 556 U.S. at 662. The standard seeks to eliminate those
claims that do not present “enough” factual matter, assumed to be true, “to raise a
reasonable expectation that discovery will reveal evidence” in support of the
claims. Twombly, 550 U.S. at 556. Where a plaintiff fails to nudge his “claims
across the line from conceivable to plausible, [his] complaint must be dismissed.”
Id., 550 U.S. at 570.
To determine the adequacy of a complaint under this standard, a court
should: (1) identify the elements of the claim(s); (2) review the complaint to strike
conclusory allegations; and the, (3) consider whether the well-plead components of
the complaint and evaluate whether all elements previously identified are
sufficiently alleged. Malleus v. George, 641 F.3d 560, 563 (3d Cir. 2011). All
well-pleaded facts must be accepted as true at this juncture. Fowler v. UPMC
Shadyside, 578 F.3d 203, 210–11 (3d Cir. 2009).
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2.
Piercing the Corporate Veil
“It is a general principle of corporate law deeply ingrained in our economic
and legal systems that a parent corporation . . . is not liable for the acts of its
subsidiaries.” United States v. Bestfoods, 524 U.S. 51, 61 (1998) (internal
quotations and citations omitted). The United States Court of Appeals for the
Third Circuit maintains that “mere ownership of a subsidiary does not justify the
imposition of liability on the parent.” Pearson v. Component Tech. Corp., 247
F.3d 471, 484 (3d Cir. 2001). “As a matter of well-settled common law, a
subsidiary is a distinct legal entity and is not liable for the actions of its parent or
sister corporations simply by dint of the corporate relationship.” In re Ins.
Brokerage Antitrust Litig., 618 F.3d 300, 341 n.44 (3d Cir. 2010).
“But there is an equally fundamental principle of corporate law, applicable
to the parent-subsidiary relationship as well as generally, that the corporate veil
may be pierced and the shareholder held liable for the corporation’s conduct when,
inter alia, the corporate form would otherwise be misused to accomplish certain
wrongful purposes.” Bestfoods, 524 U.S. at 61. This exception to the general rule
may apply if “the party seeking to pierce the corporate veil on an alter-ego theory
establishes that the controlling corporation wholly ignored the separate status of
the controlled corporation and so dominated and controlled its affairs that its
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separate existence was a mere sham.” Culbreth v. Amosa, 898 F.2d 13, 14 (3d Cir.
1990). “The doctrine of piercing the corporate veil, however, is the rare exception,
applied in the case of fraud or certain other exceptional circumstances . . . and
usually determined on a case-by-case basis.” Dole Food Co. v. Patrickson, 538
U.S. 468, 475 (2003).
To discern whether the general rule of independent corporate personalities
applies or whether a court should pierce the corporate veil under the circumstances,
courts apply numerous tests in various contexts that consider myriad factors and
bear sundry monikers.2 In short, the law is muddled.
For example, in the context of hiring discrimination under Title VII of the
Civil Rights Act of 1964, the Third Circuit articulated the following test:
[W]e shall deem a parent and subsidiary a single employer when the
parent has directed the subsidiary to perform the allegedly
discriminatory act in question. By directing such an act, the parent
disregards the separate corporate existence of the subsidiary and thus
forfeits the right to be treated as a separate entity.
Nesbit v. Gears Unlimited, Inc., 347 F.3d 72, 86 (3d Cir. 2003).
Another veil-piercing test employed in the labor context, dubbed the
2
For example, similar tests under the rubric of corporate veil-piercing are sometimes
referred to alternatively as “the integrated enterprise test (also known as the single employer
test), the alter ego test, and the mere instrumentality test,” as well as the identity doctrine.
Richardson v. CSS Indus., Inc., CIV.A. 08-3900, 2009 WL 2230761, *4 n.5 (E.D. Pa. Jul. 27,
2009).
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“integrated enterprise test,” examines “four labor-related characteristics of
affiliated corporations: interrelations of operations; common management;
centralized control of labor relations; and common ownership or financial control.”
Pearson, 247 F.3d at 486. While no single factor is dispositive, when the facts of a
case are such that the two enterprises reach a sufficient degree of “sameness” under
these factors, a parent may be held liable for a subsidiary’s action. See id. “[T]he
‘directness’ of a parent’s involvement . . . may be conceived as a sliding scale; if
the parent has sufficiently overwhelmed its subsidiary in taking the challenged
action, such a showing is sufficient to create liability; if the parent was involved to
a lesser degree, there must be some demonstration” of other facts under the test or
liability should not be imposed on the parent. Id. at 487.
Another example of a related formulation of a veil piercing test is dubbed
the “mere instrumentality theory.” See May v. Club Med Sales, Inc., 832 F. Supp.
937, 938 (E.D. Pa. 1993). To pierce the corporate veil under this theory, a plaintiff
must prove: (1) that one corporation controlled another corporation to such a
degree that the controlled corporation was a mere instrumentality of the other; (2)
that the controlling corporation perpetrated some fraud or injustice through the
controlled corporation; and, (3) that the plaintiff suffered an unjust loss or injury as
a result. Id.
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The common elements throughout these many veil piercing tests are two: (1)
the parent or controlling corporation exercised a level of control over the
subsidiary that was sufficiently pervasive; and, (2) some impropriety or injustice
related to that unorthodox control that caused harm to a plaintiff. The ultimate
normative aspiration behind these tests is to ensure that the protections afforded by
corporate law are not abused to perpetrate fraud or injustice. When the necessary
formalities accompanying those protections are not respected and injustice results,
courts pierce the veil. See, e.g., Bestfoods, 524 U.S. at 61.
There exists scant binding or persuasive authority directly on point to supply
a particular test in the context of the facts of this case. Accordingly, the Court
applies these fundamental principles of corporate law to the Plaintiff’s specific
allegations to discern whether Plaintiff has alleged facts sufficient to survive Penn
State’s Motion to Dismiss on the corporate veil piercing theory.
B.
Plaintiff’s Claims
1.
Plaintiff Did Not Alleged Facts Sufficient to Pierce Veil
The facts Plaintiff pled to establish the relationship between Penn State and
Penn College in an attempt to impose liability on Penn State for his claims are as
follows: that both Penn College and Penn State are named on the title page of the
PA Program handbook distributed to Vacaflor (Compl., ¶ 38); that he was
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terminated from the program by the terms of the Student Handbook that bore both
Penn College and Penn State logos (Id., ¶ 91); that the letterhead of the Dean’s
termination letter to Vacaflor read “Pennsylvania College of
Technology/PENNSTATE”3 (Id. ¶ 92; Compl., Ex. D); that Plaintiff believed the
PA Program degree would be issued by Penn State (Id. ¶ 16); and finally, that the
relevant statute defines Penn College as “a wholly controlled affiliate of The
Corporation For Penn State.” 24 P.S. § 2510-503(5); Compl., ¶ 16. Plaintiff’s
Amended Complaint alleges numerous discriminatory acts performed by the Penn
College Defendants, but does not allege a single discriminatory action by any Penn
State official, or any contact whatsoever between Penn State and the Plaintiff. The
Plaintiff seeks to implicate Penn State solely by piercing the corporate veil.
The Court first addresses the statutory language denoting Penn College as “a
wholly controlled affiliate of The Corporation For Penn State.”4 24 P.S. § 2510503(5). Penn College operates separately from Penn State, under the direction of
its own Board of Directors and is own bylaws. 24 P.S. § 2510-506. It receives its
3
The letterhead had a Williamsport, Pennsylvania mailing address and a Penn College
website address. See Compl., Ex. D.
4
Notable, the statute defines The Corporation For Penn State as “a wholly controlled
affiliate of the Board of Trustees of The Pennsylvania State University.” 24 P.S. § 2510-503(6).
The Plaintiff’s Amended Complaint does not reference The Corporation For Penn State or
articulate the nature of the relationships between these distinct corporate entities.
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own funding appropriation from the Commonwealth of Pennsylvania, which is “a
separate line item of the annual appropriation to [Penn State].” 24 P.S. § 2510504(1). Consequently, while the statute designates Penn College as “a wholly
controlled affiliate,” that control is typical of the usual parent-subsidiary corporate
relationship that respects the traditional rule of independent corporate personality.
See, e.g., Bestfoods, 524 U.S. at 61. This statutory designation and accompanying
attributes do not operate so as to disregard the corporate form and pierce the veil
between the entities.
Next, the fact that Penn State’s name and logo appearing on the PA Program
handbook and the Penn College Dean’s letterhead does not establish pervasive
control sufficient to pierce the corporate veil. The mere appearance of a parent
corporation’s logo with the subsidiary corporation’s in a common marketing image
does not demonstrate the level of control sufficient to render the subsidiary the
alter ego of the parent corporation. See Pearson, 247 F.3d at 485 (“[C]ourts have
refused to pierce the veil when subsidiary corporations use the trade name of the
parent . . . .”); In re Enterprise Rent-A-Car Wage & Hour Emp’t Practices Litig.,
735 F. Supp. 2d 277, 323 (W.D. Pa. 2010) (“The common marketing image and
joint use of trademarked logos fail to render [one corporation] an alter ego of
[another corporation].”), aff’d 683 F.3d 462 (3d Cir. 2012). Plaintiff did not allege
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that the Dean had any other affiliation with Penn State, that Penn State asserted any
modicum of control over the Dean and her actions, or allege any contact at all
between the Penn College Dean and a Penn State official. Allegations such as
those would suggest some level of control—not the mere appearance of the logos
in a common marketing scheme. See, e.g., McGhean v. AF & L Ins. Co., CIV.A.
09-CV-01792-T, 2009 WL 3172763, *3–4 (E.D. Pa. Oct. 2, 2009) (“[Plaintiff] has
not alleged any facts showing that as between [the two corporate affiliates] there
was functional integration of the operations of the parent and subsidiary . . . .”).
Concerning the fact that the Plaintiff “believed and averred” that the degree
would be conferred by Penn State upon successful completion of the PA Program,
the Plaintiff has not pled any factual support for the plausibility of this claim.
Compl., ¶ 16. A court will not dismiss a plaintiff’s claims “based on the
allegations being pled upon information and belief, so long as there is a proper
factual basis asserted to support the beliefs pled.” Wright v. Lehigh Valley Hosp.
and Health Network, CIV.A. 10-431, 2011 WL 2550361, *3 (E.D. Pa. June 23,
2011) (internal quotations and citation omitted) (emphasis added). Here, the
Plaintiff has not alleged a single fact to support this belief. Furthermore, the PA
Program handbook states that “Pennsylvania College of Technology’s Physician
Assistant Program will graduate professionals who possess the knowledge and
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skills necessary to excel in physician assistant practice.” Compl., Ex. B, at 8.
Accordingly, Plaintiff’s unsupported belief and averment confers little weight as a
factor demonstrating pervasive control sufficient to pierce the corporate veil.
Finally, Plaintiff argues that these allegations should be sufficient to proceed
to discovery with Penn State as a Defendant under this corporate veil piercing
theory. Plaintiff argues it would be “inapt” to grant Penn State’s Motion to
Dismiss because of the “largely non-existent record.” See Pl.’s Br. Opp’n , Aug.
23, 2013, ECF No. 25 (quoting Releford v. Pennsylvania State Univ., 10-CV-1621,
2011 WL 900946, *10 (M.D. Pa. Mar. 14, 2011)).5
Be that as it may, it is abundantly clear that “[t]he Supreme Court precludes
the use of even limited discovery to overcome a pleading insufficiency.” Essex
Ins. Co. v. Miles, 2010 WL 5069871, *3 (E.D. Pa. Dec. 3, 2010) (Bartle, C.J.).
“Rule 8 . . . does not unlock the doors of discovery for a plaintiff armed with
nothing more than conclusions.” Iqbal, 556 U.S. at 678–79. Indeed, “only a
complaint that states a plausible claim for relief survives a motion to dismiss.” Id.
at 679; see also Richardson v. CSS Indus., Inc., CIV.A.08-3900, 2009 WL
2230761 (E.D. Pa. July 27, 2009) (“[B]ecause Plaintiff’s Complaint is devoid of
5
Hoping to proceed to discovery against Penn State, Plaintiff cites to a recent case
involving the same institutional defendants in which the Plaintiff survived Penn State’s motion
to dismiss under different factual and pleading circumstances. See Releford v. Pennsylvania
State Univ., 10-CV-1621, 2011 WL 900946 (M.D. Pa. Mar. 14, 2011).
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any facts that could attach liability to [the parent corporation], Plaintiff is not
entitled to discovery.”).
The Plaintiff has not alleged facts sufficient for the Court to disregard the
default rules of separate corporate personalities and pierce the corporate veil.
Consequently, the Court evaluates the elements of Plaintiff’s claims against Penn
State in light of the facts he has alleged.
2.
Plaintiff Failed to State a Plausible Equal Protection Claim
Against Penn State
Plaintiff’s first claim alleged against Penn State asserts racial and national
origin discrimination in violation of the Equal Protection Clause of the Fourteenth
Amendment, through 42 U.S.C. § 1983. To state a claim under § 1983, the
Plaintiff must establish that the defendant acted under color of state law to deprive
the plaintiff a right secured by the Constitution. West v. Atkins, 487 U.S. 42, 48
(1988).
Plaintiff’s Amended Complaint details specific factual allegations that state
plausible claims as to the Penn College Defendants. The Plaintiff does not,
however, allege a single act performed by a direct employee or representative of
Penn State. The name of a direct Penn State employee or representative does not
appear in the Amended Complaint. Because the “mere ownership of a subsidiary
does not justify the imposition of liability on the parent,” and the Plaintiff has
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failed to plead facts specific to Penn State to implicate the institution, his § 1983
claim against Penn State is dismissed. Pearson, 247 F.3d at 484.
3.
Plaintiff Failed to State a Plausible Title VI Claims Against
Penn State
In Counts V and VI of the Amended Complaint, Plaintiff alleges that both
Penn College and Penn State violated Title VI of the Civil Rights Act of 1964,
because he suffered discrimination and a hostile environment based on his race and
national origin. The Plaintiff fails to state a plausible claim against Penn State on
either of these Counts.
To establish a Title VI discrimination claim, the Plaintiff must show that
Penn State subjected him to intentional race or national origin discrimination under
one of its programs or activities. 42 U.S.C. § 2000d; Alexander v. Sandoval, 532
U.S. 275, 280 (2001). Like the §1983 claim, Plaintiff has alleged numerous acts
that state a plausible claim against the Penn College Defendants, but has not
alleged any interaction with a single employee or representative of Penn State. Nor
has Plaintiff alleged Penn State was even aware of his racial and national origin
status. Nowhere does Plaintiff state facts such that Penn State is implicated by a
plausible claim of intentional discrimination.
To establish a Title VI hostile environment claim, Plaintiff is required to
show that (1) he was subjected to severe and pervasive harassment on the basis of
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his race or national origin, and (2) Penn State acted with deliberate indifference to
the harassment. See Davis v. Monroe Cnty. Bd. of Educ., 526 U.S. 629, 648–52
(1999) (defining a hostile educational environment under Title IX of the Education
Amendments of 1972, 20 U.S.C. § 1681, et seq.); Whitfield v. Notre Dame Middle
Sch., 412 F. App’x 517, 521 n.2 (3d Cir. 2011) (“[The United States Court of
Appeals for the Third Circuit] construes Titles VI and IX similarly because they
use parallel language.”).
Again, Plaintiff’s factual allegations stating a plausible claim on this Count
are specific to Penn College and Penn College employees. The Plaintiff does not
allege a single act or even actor directly attributable to Penn State. Consequently,
Plaintiff fails to state a plausible claim against Penn State under Title VI.
4.
Plaintiff Did Not Plausibly Plead Breach of Contract Claim
Against Penn State
Count VII of Plaintiff’s Amended Complaint attempts to state a breach of
contract claim against both Penn College and Penn State. Under Pennsylvania law,
a breach of contract claim requires a plaintiff to establish: (1) the existence of a
contract, including its essential terms; (2) a breach of duty imposed by the contract;
and, (3) resulting damages. Lackner v. Glosser, 892 A.2d 21, 30 (Pa. Super. Ct.
2006). The Plaintiff’s claim against Penn State fails because he did not plausibly
establish the existence of a contract between Penn State and himself.
17
Plaintiff makes three principal averments to support his allegation of a
contract between himself and Penn State: (1) that both Penn College and Penn
State (as “the institutional Defendants”) distributed the PA Program manual; (2)
that the PA Program manual bears both Penn College and Penn State’s logo; and
(3) that he “believed and averred” that Penn State would have issued his degree if
he successfully completed the program.
First, Plaintiff’s assertion that Penn State played a role in distributing the PA
Program manual is not supported by any facts aside from the logo on the cover.
Plaintiff does not allege that any Penn State representative distributed the manual,
had any control over the content of the manual, or any control over the parties that
did distribute the manual. Furthermore, review of the manual demonstrates that it
is a Penn College document. The introduction sets forth Penn College’s
Philosophy and Mission Statement and is signed by Penn College’s PA faculty and
Staff. Compl., Ex B., at 2, 5–6.
Furthermore, it is already established that merely presenting a parent
corporation’s logo with a subsidiary’s in a common marketing scheme does not
rise to the level of control necessary to pierce the corporate veil. See Pearson, 247
F.3d at 485. Nor is it sufficient to impute liability on Penn State for a contract
between Penn College and the Plaintiff absent other indications that Penn State was
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plausibly a party to a contract, which Plaintiff does not supply.
Finally, as previously discussed, Plaintiff’s “belief” that his degree would be
conferred by Penn State without any factual basis to support that belief does not
nudge this claim from the realm of the possible to the province of plausibility. See
Wright, 2011 WL 2550361 at *3. Plaintiff alleges no other theory aside from a
flawed attempt to pierce the corporate veil or an unpersuasive attempt to establish a
contract by conclusory and largely unsupported averments. Accordingly,
Plaintiff’s breach of contract claim against Penn State is dismissed.
III.
CONCLUSION
Plaintiff’s Amended Complaint attempts to impose liability on Penn State
for the actions of its subsidiary, Penn College, largely by piercing the corporate
veil between the two entities. Plaintiff did not allege facts sufficient to overcome
the traditional rule of distinct corporate personalities and, therefore, the Court does
not pierce the corporate veil. Accordingly, Plaintiff did not plead plausible claims
for any of its allegations against Penn State. The claims against Penn State are
dismissed and Penn State is correspondingly dismissed from this action.
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An appropriate Order follows.
BY THE COURT:
s/Matthew W. Brann
Matthew W. Brann
United States District Judge
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