NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

____________

No. 21-2431

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AUTO EQUITY LOANS OF DELAWARE LLC,

 Appellant

v.

ATTORNEY GENERAL OF THE COMMONWEALTH OF PENNSYLVANIA

____________

On Appeal from the United States District Court 

for the Middle District of Pennsylvania

(D.C. No. 1-19-cv-01590)

District Judge: Honorable Sylvia H. Rambo

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Submitted Pursuant to Third Circuit L.A.R. 34.1(a)

June 17, 2022

Before: HARDIMAN, SMITH and FISHER, Circuit Judges.

(Filed: July 18, 2022)

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OPINION*

____________

FISHER, Circuit Judge.

Auto Equity Loans of Delaware LLC, a Delaware-based company that provides 

* This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 

does not constitute binding precedent.
2

loans secured against motor vehicle titles, complains the Pennsylvania Attorney 

General’s investigation into the company’s lending practices violates the dormant 

Commerce Clause. Following the parties’ cross-motions for judgment on the pleadings, 

the District Court dismissed Auto Equity Loans’ challenges to the investigation. Because 

the material facts and legal issues are indistinguishable from and squarely controlled by 

our recent decision in TitleMax of Delaware, Inc. v. Weissmann,

1 we will affirm.2

The parties disagree over the District Court’s holding on ripeness.3 We do not 

wade into this ripeness dispute because Auto Equity Loans’ challenge to the Attorney 

General’s ability to investigate and enforce Pennsylvania usury law fails on the merits.4

In TitleMax, we rejected the same dormant Commerce Clause argument that Auto Equity 

Loans presents to us now.5 Auto Equity Loans asks us to look to the same Seventh 

1 24 F.4th 230 (3d Cir. 2022). 

2 The District Court had jurisdiction under 28 U.S.C. § 1331 (federal question). 

We have jurisdiction under 28 U.S.C. § 1291 (final decision). We exercise plenary 

review over a district court’s ruling on a motion for judgment on the pleadings. Sikirica v. 

Nationwide Ins. Co., 416 F.3d 214, 219 (3d Cir. 2005). We will affirm if “there are no 

material issues of fact,” and the movant is entitled to judgment as a matter of law. Id. at 

220.

3 Notably, the parties disagree over what the District Court held on ripeness. 

Compare Appellant’s Br. at 11 (“The District Court held that Auto Equity Loans’ 

challenge to the Attorney General’s investigation was not ripe[.]”), with Appellee’s Br. at 

11 (“At no point . . . did the district court conclude that the issue was not ripe.”). 

4 We “may affirm on any basis supported by the record.” Baloga v. Pittston Area 

Sch. Dist., 927 F.3d 742, 751 (3d Cir. 2019). Although, to the extent necessary for our 

jurisdiction, the challenge to the investigation is plainly ripe. See Plains All Am. Pipeline 

L.P. v. Cook, 866 F.3d 534, 539 (3d Cir. 2017). 

5 See 24 F.4th at 241. 
3

Circuit decision we expressly declined to follow in TitleMax.6 And just like the auto 

lender in TitleMax, Auto Equity Loans claims to have no operations in Pennsylvania. But, 

as we have held, a creditor-debtor relationship between an out-of-state lender and an instate debtor suffices to show the lender’s activities are not “wholly outside” of the state 

seeking to enforce its laws.7 Auto Equity Loans’ own statement of facts shows precisely 

such a relationship between it and Pennsylvania consumers, making this case 

indistinguishable from TitleMax. 

In brief, this case is controlled by our prior decision, so we will affirm. 

6

Id. at 239 n.11 (declining to follow Midwest Title Loans, Inc. v. Mills, 593 F.3d 

660 (7th Cir. 2010)).

7

Id. at 238–39 & n.9 (quoting A.S. Goldmen & Co. v. N.J. Bureau of Sec., 163 

F.3d 780, 786 (3d Cir. 1999)).