Panthera Rail Car LLC v. Kasgro Rail Corp.

• Citation: 985 F.Supp.2d 677
• Decision Date: 04 December 2013
• Docket Number: Civil Action No. 13–679.
• Parties: PANTHERA RAIL CAR LLC, Plaintiff, v. KASGRO RAIL CORPORATION, a Pennsylvania corporation, Kasgro Leasing, LLC, KR Logistics, LLC, and Kasgro Rail Car Management, LLC, Defendants.
• Court: U.S. District Court — Western District of Pennsylvania

985 F.Supp.2d 677

PANTHERA RAIL CAR LLC, Plaintiff,

v.KASGRO RAIL CORPORATION, a Pennsylvania corporation, Kasgro Leasing, LLC, KR Logistics, LLC, and Kasgro Rail Car Management, LLC, Defendants.

Civil Action No. 13–679.

United States District Court,

W.D. Pennsylvania.

Dec. 4, 2013.

Marcie Keenan Farano, Fredric C. Nelson, Matthew Richards, Nixon Peabody LLP, San Francisco, CA, Deborah L. Thaxter, Nixon Peabody LLP, Boston, MA, Jerri Ann Ryan, William M. Wycoff, Clark Hill Thorp Reed, Pittsburgh, PA, for Plaintiff.

Christopher R. Opalinski, Daniel B. McLane, Eckert, Seamans, Cherin & Mellott, Henry M. Sneath, Robert L. Wagner, Picadio, Sneath, Miller & Norton, Pittsburgh, PA, James E. Goldschmidt, John C. Schaak, Steven J. Berryman, Quarles & Brady LLP, Douglas W. Rose, Lora L. Lococo, Rose & Dejong, S.C., Milwaukee, WI, for Defendants.

MEMORANDUM OPINION

NORA BARRY FISCHER, District Judge.

I. INTRODUCTION

This case involves multiple claims brought by Panthera Rail Car LLC (“Panthera”) against Defendants KR Logistics, LLC (“KRL”), Kasgro Leasing, LLC (“Kasgro Leasing”), Kasgro Rail Car Management, LLC (“KRCM”), and Kasgro Rail Corporation (“Kasgro Rail”). (Docket No. 106). The Court ruled on KRL's previous motion to dismiss Panthera's First Amended Complaint (“FAC”) in an Opinion dated August 21, 2013, 2013 WL 4500468 (“August Opinion”). (Docket No. 105 at 1–9). The factual background of this case was reviewed extensively in the August Opinion, and the Court need not fully restate all of the facts. ( Id. at 3–9).

In that ruling, the Court conducted choice-of-law analysis with respect to each of Panthera's claims against KRL, ( Id. at 10–24), and granted KRL's motion, without prejudice, under Federal Rule of Civil Procedure 12(b)(6). ( Id. at 31). Panthera added new allegations to its Second Amended Complaint (“SAC”), (Docket No. 106), which are described in further detail below.

Presently before the Court are two Motions to Dismiss Panthera's SAC (Docket No. 106), filed by KRL (Docket No. 113) and the Kasgro Defendants (Docket No. 115). These matters having been fully briefed (Docket Nos. 114, 116, 126, 127, 129, 130) are now ripe for review.

II. KRL'S MOTION TO DISMISS

In the August Opinion, the Court found the following with respect to the choice of law governing Panthera's claims against KRL:

1. Alter Ego Liability is governed by Wisconsin law because KRL was incorporated in Wisconsin. (Docket No. 105 at 11–12).

2. The laws of the potentially governing states are the same as to Fraud, Aiding and Abetting Fraud, and Civil Conspiracy, and so the Court chose to apply California law “[f]or the sake of consistency.” ( Id. at 24).

3. The Unfair Competition claim is governed by California law, based on Pennsylvania's choice of law analysis finding that the parties' most significant relationship was to California. ( Id.).

Panthera added an additional claim for Civil Conspiracy against KRL in its SAC. (Docket No. 106 at 45–46). Although the Court did not address the choice of law for this claim in the August Opinion, the parties agree that there is no actual conflict as to the laws in the potentially applicable states. (Docket No. 114 at 4–5; Docket No. 126 at 5). Given that the laws of the potentially interested states could be applied interchangeably, the Court will apply California law for the sake of consistency. (Docket No. 105 at 24).

A. Legal Standard

KRL moved to dismiss Panthera's SAC under Federal Rule of Civil Procedure 12(b)(6). (Docket No. 113). Rule 12(b)(6) empowers a district court to dismiss a complaint if it fails to state a claim upon which relief can be granted. 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, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). A complaint is facially plausible if it alleges sufficient “factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. However, the court is “not bound to accept as true a legal conclusion couched as a factual allegation.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937.

In addition to pleading adequate factual content, the complaint also must be legally sufficient. Iqbal, 556 U.S. at 678, 129 S.Ct. 1937;Twombly, 550 U.S. at 555, 127 S.Ct. 1955. To determine the complaint's legal sufficiency, the court must accept as true all of the facts, but not the legal conclusions, alleged, draw all reasonable inferences in the plaintiff's favor, and confirm that the accepted-as-true facts actually give rise to a claim that would entitle the plaintiff to relief. Id.; Inv. Syndicate of Am., Inc. v. City of Indian Rocks Beach, 434 F.2d 871, 876 (5th Cir.1970) (standard posed under Rule 12(b)(6), like its common law antecessor, the demurrer, is “if every fact alleged by the opposite party be taken as established, the pleader is still entitled to no relief against me”).

A court may not dismiss the complaint merely because it appears that the plaintiff cannot prove the facts alleged or will not ultimately prevail on the merits. Twombly, 550 U.S. at 556, 563 n. 8, 127 S.Ct. 1955. Instead, it must ask whether the facts alleged raise a reasonable expectation that discovery will reveal evidence of the necessary elements. Id. at 556, 127 S.Ct. 1955. The motion to dismiss should not be granted if the plaintiff alleges facts which could, if established at trial, entitle him to relief. Id. at 563 n. 8, 127 S.Ct. 1955. In ruling on the motion, a court may consider only the complaint, attached exhibits, matters of public record, and undisputedly authentic documents not attached to the complaint if the complainant's claims are based on those documents. Mayer v. Belichick, 605 F.3d 223, 230 (3d Cir.2010). In considering external yet undisputedly relevant and authentic documents, the court need not convert the motion to dismiss into a motion for summary judgment. In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir.1997).

B. Sufficiency of Panthera's Second Amended Complaint

1. Alter Ego Liability

As detailed in the Court's August Opinion, Wisconsin uses a two-pronged test to establish alter-ego liability: formalities and fairness. (Docket No. 105 at 24–25). This is an equitable doctrine that is applied with the trial court's discretion. CB Distributors, Inc. v. Laurel Mountain Sales, Inc., 289 Wis.2d 219, ––––, 709 N.W.2d 112, 2005 WL 3543615, at *3 (Wis.Ct.App. Dec. 29, 2005) (citing Consumer's Co-op. of Walworth Cnty. v. Olsen, 142 Wis.2d 465, 472–73, 419 N.W.2d 211 (1988)). The remedy can be used to reach the controlled entity's assets, as Panthera attempts here. Select Creations, Inc. v. Paliafito Am., Inc., 852 F.Supp. 740, 774 (E.D.Wis.1994).

In the August Opinion, the Court found that Panthera's FAC sufficiently alleged facts supporting the fairness requirement, in that Panthera averred that “KRL was ... established for the purpose of hiding transactions and profits from the lessors of the Kasgro Entities, as demonstrated by the fact that Panthera was neither alerted nor received profits from the assignment of the Westinghouse Lease and at least one other leasing deal.” (Docket No. 105 at 27 n. 19) (citations omitted). However, the Court granted KRL's motion to dismiss because, with respect to the formalities requirement, the Court concluded that Panthera had not shown that KRL lacked a separate and independent existence, and was the mere instrumentality of the shareholders. ( Id. at 25).

In its SAC, Panthera adds substantial new allegations indicating that KRL is an alter ego of the Kasgro Entities:

[x] KRL's eight founding members “all are key players with the Kasgro Entities,” as each of these members is “either: an owner, director, officer, and/or shareholder of Kasgro Rail; a member of Kasgro Leasing; and/or an officer or member of Kasgro Rail's parent, Antietam, LLC (‘Antietam’).” (Docket No. 106 at 3–4, ¶ 9). As such, KRL's founding members had knowledge of the conditions imposed on the Kasgro Entities by the 2005 Revised Lease, as well as the Kasgro Entities' responsibilities under the Revised Lease. ( Id. at 4–5, ¶¶ 12–13).

[x] KRL's registered address in Pennsylvania is the same business address used by the Kasgro Entities. ( Id. at 4, ¶ 10). Similarly, KRL's business address in Wisconsin is the same address as used by Kasgro Rail's parent, Antietam. ( Id. at 4, ¶ 11).

[x] KRL's only transactions or business activities have been with Kasgro Entities or its former insiders. ( Id. at 5, ¶ 14).

[x] KRL observed no corporate formalities when it was assigned the Westinghouse Lease from the Kasgro Entities, with no consideration paid. ( Id. at ¶ 16).

[x] The timeline of events—beginning with KRCM entering into a Purchase Order Lease Agreement with Westinghouse on March 30, 2011 for rail cars to be delivered on January 2, 2012 and in violation of the 2005 Lease Agreement, through controlling members of the Kasgro Entities founding KRL on November 17, 2011, and KRL receiving $1.4 million in proceeds in relation to the Westinghouse lease on December 13, 2011—indicates that KRL was formed “for the purpose of, and participation in, the Kasgro Entities' fraudulent schemes.” ( Id. at 25–27, ¶¶ 110–11).

In light of these additions to the SAC, Panthera contends that its pleadings survive under Rule 12(b)(6). (Docket No. 126 at 9–11).

KRL argues that the SAC fails to rectify the deficiencies the Court found in the FAC with respect to the formalities requirement. (Docket No. 129 at 3–9). KRL describes the SAC as containing more “conclusory statements without factual support.” (Docket No. 114 at 7). KRL further characterizes the SAC as bolstering the fairness prong of the alter ego test, which it argues cannot affect the outcome of this...