1

IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF PENNSYLVANIA

GABRIELLE PRITCHETT,

Plaintiff,

v.

ALTERNATIVE BEARINGS 

CORPORATION and THOMAS G. 

MALLOY,

Defendants. 

:

:

:

:

:

:

:

:

:

:

:

Civil No. 1:19-CV-01493  

 

Judge Sylvia H. Rambo

M E M O R A N D U M

Before the court are Defendants Alternative Bearings Corporation’s and 

Thomas G. Malloy’s motions to dismiss pursuant to Federal Rules of Civil 

Procedure 12(b)(2) and 12(b)(6) and transfer pursuant to 28 U.S.C. § 1404(a). (Doc. 

15; Doc. 17.) For the reasons set forth below, the motions will be granted in part and 

denied in part. 

I. BACKGROUND

This is an action for unpaid compensation brought by Plaintiff Gabrielle 

Pritchett (“Pritchett”) against her former employer Alternative Bearings Corporation 

(“ABC”) and its President, Thomas G. Malloy (“Malloy”). (Doc. 13, ¶ 5.) Pritchett 

is a Pennsylvania resident. (Id. ¶ 1.) ABC is an Illinois corporation with a principal 

place of business in Illinois. (Id. ¶ 3.) ABC has eight employees and sells ball 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 1 of 26 PageID #:474
2

bearings to equipment manufacturers and retailers. (Id. ¶ 8; Doc. 18-2, ¶ 26.) Malloy 

is an Illinois resident and ABC’s president and sole officer, and as such, he oversees 

all ABC’s operations. (Doc. 13, ¶ 5; Doc. 18-2, ¶ 4.)

Pritchett worked for ABC as a sales representative from 2002 until her 

resignation in 2018. She alleges that ABC and Malloy failed to pay her certain 

commission, bonus, and salary payments that were contractually owed to her at the 

time of her resignation. Given the contract and personal jurisdiction matters at issue, 

a brief discussion of the parties’ history is in order.

In the beginning of 2002, Pritchett was living in California and searching for 

a new job that would allow her and her husband to move to Pennsylvania. (Doc. 13, 

¶ 16.) She was put in touch with Malloy, who agreed to hire Pritchett as a sales 

representative for ABC upon her moving to Pennsylvania. (Id. ¶¶ 17, 18.) ABC had 

no physical presence in Pennsylvania at the time, but the parties planned that 

Pritchett would work from her home and eventually a Pennsylvania office space that 

ABC was “open minded” to renting. (Doc. 13-4, p. 4 of 4.) 

In March 2002, while Pritchett was still in California, she entered into an 

employment agreement with ABC that laid out the “terms and conditions” of her 

employment. (Doc. 13-4, p. 4 of 4; Doc. 21-1, ¶ 5.) The agreement specified that 

Pritchett would receive $2,000 per month for two months on a 1099 basis while she 

wrapped up her affairs in California and moved to Pennsylvania so that ABC would 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 2 of 26 PageID #:475
3

not have to obtain an employment tax identification number for her. (Doc. 13-4, p. 

3 of 4.) It further provided that upon Pritchett’s move to Pennsylvania, she would 

join ABC as a sales representative and receive a salary of $3,000 per month, together 

with commissions in accordance with a specified commission structure. (Id. p. 2 of 

4.) 

Around July 2002, Pritchett moved to Pennsylvania and began her 

employment for ABC as a commissioned sales representative, a position she held 

for 16 years. (Doc. 13, ¶ 37.) Throughout her employment, Pritchett worked almost 

exclusively from her Pennsylvania home, together with her husband who also came 

to work for ABC as a sales representative. (Id. ¶ 38; Doc. 21-1, ¶ 9; Doc 13-2.) 

Although Pritchett’s employment agreement contemplated ABC opening a brick and 

mortar sales office in Pennsylvania, that never came to fruition. However, during the 

course of Pritchett’s employment, ABC did advertise and hold out her and her 

husband on its website as making up ABC’s “Pennsylvania-Sales Office,” together 

with two Pennsylvania fax numbers, one Pennsylvania telephone number, and one 

unique 800-number. (Doc. 13-2; Doc 13-3.) The website listed the “PennsylvaniaSales Office” as one of three ABC sales offices, in addition to its corporate office in 

Illinois. (Doc. 13-2.) 

During the course of Pritchett’s employment in Pennsylvania, she and Malloy 

modified, renegotiated, and reaffirmed various terms of the employment agreement, 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 3 of 26 PageID #:476
4

including its compensation structure, through myriad correspondence. (See Doc. 13, 

¶¶ 30-31, 35; Doc. 13-5; Doc. 13-6.) In August 2018, Pritchett resigned from the 

company, and Malloy sent Pritchett her “final checks.” (Doc. 13, ¶ 49; Doc. 13-7, p. 

2 of 2.) 

In August 2019, Pritchett commenced this action against ABC and Malloy, 

alleging they owe her more than $80,000 in unpaid commissions and bonuses arising 

from sales Pritchett made that were not scheduled to ship until after her resignation, 

as well as unpaid salary. (Doc. 13, ¶¶ 60, 61; see also Doc. 13-9.) The amended 

complaint’s first two claims are against ABC for breach of contract and violation of 

the Pennsylvania Commissioned Sales Representative Act, 43 P.S. §§ 1471-1478

(“CSRA”). The amended complaint’s third claim, pleaded in the alternative, is 

against ABC and Mr. Malloy for violation of the Pennsylvania Wage Payment and 

Collection Law, 43 P.S. §§ 260.1 to 260.45 (“WPCL”). The basis of Pritchett’s

statutory claims, as with her contract claim, is that ABC and Malloy failed to pay 

her the salary and commissions she was allegedly owed by contract when she left 

ABC. 

In October 2019, ABC and Malloy filed their present motions to dismiss for 

lack of personal jurisdiction, failure to state a claim, and to transfer venue to the 

Northern District of Illinois. (Doc. 15; Doc. 17.) Pritchett has responded in 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 4 of 26 PageID #:477
5

opposition, and ABC and Malloy have replied. (Docs. 21, 22, 25, 26.) The matters 

are thus ripe for disposition. 

II. STANDARD OF REVIEW

Pennsylvania’s long-arm statute establishes a scope of personal jurisdiction to 

the extent allowed by the U.S. Constitution. See Cruickshank-Wallace v. CNA Fin. 

Corp., 769 F. App’x 77, 79 (3d Cir. 2019) (citing 42 Pa. Cons. Stat. Ann. § 5322(b)). 

“When a defendant challenges the court’s personal jurisdiction, the plaintiff bears 

the burden to come forward with sufficient facts to establish that jurisdiction is 

proper.” Danziger & De Llano, LLP v. Morgan Verkamp LLC, 948 F.3d 124, 129–

30 (3d Cir. 2020) (internal quotation marks and citation omitted). “The plaintiff 

meets this burden and presents a prima facie case for the exercise of personal 

jurisdiction by establishing with reasonable particularity sufficient contacts between 

the defendant and the forum state.” Mellon Bank (East) PSFS, Nat. Ass’n v. Farino, 

960 F.2d 1217, 1223 (3d Cir. 1992).

Specifically, the plaintiff must show three factors: “First, the defendant must 

have purposefully directed its activities at the forum. Second, the litigation must 

arise out of or relate to at least one of those activities. And third, if the prior two 

requirements are met, a court may consider whether the exercise of jurisdiction 

otherwise comports with fair play and substantial justice.” O’Connor v. Sandy Lane 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 5 of 26 PageID #:478
6

Hotel Co., 496 F.3d 312, 317 (3d Cir. 2007) (internal citations, quotations, and 

brackets omitted).

Usually, the plaintiff can meet its burden “by submitting affidavits or other 

competent evidence demonstrating that jurisdiction is proper.” Estate of Thompson 

through Thompson v. Phillips, 741 F. App’x 94, 96 (3d Cir. 2018). However, where, 

as here, “the court does not hold an evidentiary hearing on the motion to dismiss, the 

plaintiff need only establish a prima facie case of personal jurisdiction and the 

plaintiff is entitled to have its allegations taken as true and all factual disputes drawn 

in its favor.” Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 97 (3d Cir. 2004) (citing 

Pinker v. Roche Holdings Ltd., 292 F.3d 361, 368 (3d Cir. 2002)); see Estate of 

Thompson through Thompson, 741 F. App’x at 96. 

Under 28 U.S.C. § 1404(a), a district court may transfer a civil case to any 

other district where the action might have been initially brought, if transfer is 

convenient for the parties and witnesses and in the interest of justice. The movant 

bears the burden of persuasion to show that transfer is appropriate, and the 

“plaintiff's choice of venue should not be lightly disturbed.” Jumara v. State Farm 

Ins. Co., 55 F.3d 873, 879 (3d Cir. 1995). In determining whether a change of venue 

would be in the interest of justice, courts balance various private and public interest. 

The relevant private interest factors include: (1) the parties’ forum preferences; (2) 

whether the claim arose elsewhere; (2) the convenience of the parties as indicated 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 6 of 26 PageID #:479
7

by their relatively physical and financial condition; (4) the convenience of the 

witnesses, but only to the extent that witnesses may be unavailable for trial in one 

fora; and (5) the location of books and records. Id. The relevant public interest 

factors include: (1) the enforceability of the judgment; (2) practical considerations 

that might make the trial easy, expeditious, or inexpensive; (3) the relative 

administrative difficulty in the two fora resulting from court congestion; (4) the 

public policies of the fora; and (5) the familiarity of the trial judge with applicable 

state law. Id. at 879-80. In deciding whether transfer is appropriate, the district court 

is “vested with a large discretion.” Solomon v. Cont'l Am. Life Ins. Co., 472 F.2d 

1043, 1045 (3d Cir. 1973).

III. DISCUSSION

a. The court has personal jurisdiction over ABC. 

ABC has challenged personal jurisdiction, so the burden rests with Pritchett 

to show that ABC purposefully directed its activities at Pennsylvania, that this case 

arises from those contacts, and that exercising jurisdiction comports with fair play 

and substantial justice. Danziger & De Llano, LLP, 948 F.3d 124 at 129. In breach 

of contract cases, to determine whether sufficient contacts exist, courts consider the 

totality of circumstances. Remick v. Manfredy, 238 F.3d 248, 256 (3d Cir. 2001). 

Specific factors include “prior negotiations and contemplated future consequences, 

along with the terms of the contract and the parties’ actual course of dealing[.]” 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 7 of 26 PageID #:480
8

Control Screening LLC v. Tech. Application & Prod. Co. (Tecapro), HCMCVietnam, 687 F.3d 163, 168 (3d Cir. 2012) (citing Burger King Corp. v. Rudzewicz, 

471 U.S. 462, 479 (1985)). 

Here, Pritchett has shown that ABC purposefully directed its activities at 

Pennsylvania. The evidence submitted by both parties demonstrates that ABC, 

acting through Malloy, entered into the employment agreement intending that 

Pritchett’s employment and all of her obligations under the contract would 

performed in Pennsylvania. See Novinger's, Inc. v. A.J.D. Constr. Co., 376 F. Supp. 

3d 445, 452 (M.D. Pa. 2019). The agreement’s terms made clear that Pritchett’s 

business operating out of Pennsylvania would be treated “as its own profit center” 

for ABC whereby Pritchett would make sales, develop customer and vendor 

relationships, and coordinate the selling and purchasing of product on behalf of 

ABC. (Doc. 13-4, p. 3 of 4.) It also provided that ABC would pay Pritchett’s 

“monthly business expenses” incurred in Pennsylvania including “phone, office 

supplies and equipment. We will pay for the installation of phone lines in PA.” (Id.) 

Also as discussed above, the employment agreement expressly contemplated 

opening a sales office in Pennsylvania, and while Pritchett ultimate worked from her 

home, ABC held out her and her husband as the company’s “Pennsylvania-Sales 

Office.” (Doc. 13-2; see also Doc. 13-3.) ABC’s execution of the employment 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 8 of 26 PageID #:481
9

agreement clearly created continuing obligations between itself and Pritchett that 

were intended to reach into Pennsylvania. See Burger King Corp., 471 U.S. at 476. 

In addition, the employment contract’s execution kicked off a course of 

dealing between Pritchett and ABC whereby ABC, through Malloy, reached into 

Pennsylvania to perform its obligations under the agreement. These extended 

contacts took place over the course of Pritchett’s 16-year employment with ABC 

and included sending constant communications into Pennsylvania via email, 

telephone, and text message in furtherance of ABC business (Doc. 21-1, ¶ 23; Doc. 

13, ¶ 39); exclusively compensating Pritchett via direct deposit to her Pennsylvaniaheadquartered bank (Doc. 13, ¶ 38); and paying payroll taxes to the Commonwealth 

of Pennsylvania (Doc. 13, ¶ 14.)

The evidence submitted by the parties also shows that the ABC’s sales 

operations in Pennsylvania were an integral part of its overall business. Pritchett 

avers that she and her husband, working from Pennsylvania, constituted 40% of 

ABC’s sales staff, a claim supported by a screen shot from ABC’s website that lists 

Pritchett and her husband as two of only four ABC sales managers. (Doc. 13-3.) 

While ABC contests these numbers, its own estimates place ABC’s former

Pennsylvania sales staff—Pritchett and her husband—as constituting 21.59% of 

ABC’s sales staff and 17% of its total employees. (Doc 18-2, ¶ 18.) At bottom, 

ABC’s execution of the employment agreement and subsequent conduct over 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 9 of 26 PageID #:482
10

Pritchett’s long-term employment with ABC convince the court that it “purposefully 

avail[ed] itself of the privilege of conducting activities within the forum State.” N. 

Penn Gas Co. v. Corning Nat. Gas Corp., 897 F.2d 687, 690 (3d Cir. 1990).

Pritchett’s contract claim also arises out of and is related to ABC’s 

Pennsylvania contacts. In contract cases, the plaintiff must show proximate 

causation or “substantive relevance” between their contract claim and the 

defendant’s contacts. Danziger & De Llano, LLP, 948 F.3d at 130 (citing O’Connor, 

496 F.3d at 318, 320). That is, “[t]he defendant’s contacts with the forum must have 

been instrumental in either the formation of the contract or its breach.” Id. (quoting

Gen. Elec. Co. v. Deutz AG, 270 F.3d 144, 150 (3d Cir. 2001)) (brackets omitted) 

(emphasis original). Pritchett has shown as much. Under the employment agreement 

and as born out over the parties’ relationship, ABC assisted Pritchett with the sales 

she made from Pennsylvania and held her out as its Pennsylvania sales office. ABC 

compensated Pritchett for the sales that she made from Pennsylvania, by direct 

deposit to her Pennsylvania bank account. The gravamen of Pritchett’s contract and 

other claims is that ABC breached its obligations under the agreement by failing to 

pay her for some of those sales that she made on its behalf from Pennsylvania. 

Moreover, the communication and “the alleged underpayment that induced the 

breach of contract claim was sent to Pennsylvania, causing an impact in the forum 

state” on a Pennsylvania resident. Novinger’s, Inc., 376 F. Supp. 3d at 453. Under 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 10 of 26 PageID #:483
11

the circumstances, ABC’s purported breaches were sufficiently intertwined with its 

Pennsylvania contacts, see O’Connor, 496 F.3d at 323, and it was foreseeable that 

ABC could be hauled into court in Pennsylvania in connection with such claims.

The same is true with respect to Pritchett’s statutory claims under the WPCL 

and CSRA, since those claims arise from the same conduct—ABC’s alleged failure 

to pay commissions—as her contract claim. Similarly, Pritchett’s entitlement to 

recover for her statutory claims is based on her contractual right to payment under 

the employment agreement. See Oberneder v. Link Computer Corp., 696 A.2d 148, 

150 (Pa. 1997). Given this factual overlap, the court has jurisdiction over ABC with 

respect to Pritchett’s statutory claims. See O’Connor, 496 F.3d at 317 n.3.

Finally, exercising jurisdiction over ABC would comport with notions of fair 

play and substantial justice. “The existence of minimum contacts makes jurisdiction 

presumptively constitutional, and the defendant ‘must present a compelling case that 

the presence of some other considerations would render jurisdiction unreasonable.’” 

O’Connor, 496 F.3d at 324 (quoting Burger King, 471 U.S. at 477.) In balancing the 

reasonableness of exercising jurisdiction, courts consider “the burden on the 

defendant, the forum State's interest in adjudicating the dispute, the plaintiff's 

interest in obtaining convenient and effective relief, [and] the interstate....judicial 

system's interest in obtaining the most efficient resolution of controversies,” Id.

(quoting Burger King, 471 U.S. at 477). Here, though ABC may suffer a burden 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 11 of 26 PageID #:484
12

from having to travel and litigate here, “Plaintiff's injury occurred in Pennsylvania, 

and Pennsylvania surely has an interest in protecting its citizens and employees from 

employers' breach of contract and non-payment of wages.” Walsh v. Alarm Sec. 

Grp., Inc., 157 F. Supp. 2d 501, 507 (E.D. Pa. 2001). “When a Pennsylvania resident 

is injured in the Commonwealth, Pennsylvania has a strong interest in providing a 

forum for their resident and in having the responsible defendants accountable for 

their actions in Pennsylvania.” Elbeco Inc. v. Estrella de Plato, Corp., 989 F. Supp. 

669, 678 (E.D. Pa. 1997) (citing Grand Entertainment Group v. Star Media Sales, 

988 F.2d 476 (3d Cir. 1993)). Along the same lines, Pritchett has strong interest in 

obtaining convenient and effective relief for her alleged unpaid wages. Exercising 

jurisdiction under the circumstances, despite ABC’s burden of litigating here, would 

not be unreasonable, demonstrating that this is not among those “rare” and 

“compelling” cases where exercising jurisdiction would be unreasonable 

notwithstanding the defendant’s minimum contacts. O’Connor, 496 F.3d at 325. The 

court thus has personal jurisdiction over ABC. 

b. The court has personal jurisdiction over Malloy. 

Malloy argues that the corporate shield doctrine prevents the court from 

exercising personal jurisdiction over him. Under the corporate shield doctrine, 

“[i]ndividuals performing acts in a state in their corporate capacity are not subject 

to personal jurisdiction of the courts of that state for those acts.” Gentex Corp. v. 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 12 of 26 PageID #:485
13

Abbott, 978 F. Supp. 2d 391, 402 (M.D. Pa. 2013) (internal quotation marks and 

citations omitted); see Maleski by Taylor v. DP Realty Tr., 653 A.2d 54, 63 (Pa. 

Commw. Ct. 1994). The doctrine’s purpose is to prevent corporate officers from 

having to make a Hobson’s choice of whether to “either disassociate themselves 

from the corporation or defend the propriety of their conduct in a distant forum.” 

PSC Prof’l Servs. Grp., Inc. v. Am. Digital Sys., Inc., 555 F. Supp. 788, 793 (E.D. 

Pa. 1983). “This general rule, however, does not apply when the corporate officer is 

charged with (1) committing a tort in his corporate capacity or (2) violating a 

statutory scheme that provides for personal, as well as corporate, liability for 

corporate actions.” United Prod. Corp. v. Admiral Tool & Mfg. Co., 122 F. Supp. 2d 

560, 562 (E.D. Pa. 2000) (citing National Precast Crypt, 785 F. Supp. at 1191). 

“Likewise, a court may disregard the fiduciary shield if the defendant ‘had a major 

role in the corporate structure, the quality of his contacts with the state were 

significant, and his participation in the tortious conduct was extensive.’” Id. (quoting 

TJS Brokerage & Co. v. Mahoney, 940 F. Supp. 784, 789 (E.D. Pa. 1996)). To 

determine whether consideration of the defendant’s corporate contacts is proper, 

courts consider the totality of the circumstances including the defendant’s role in the 

corporate structure, the quality of the defendant’s forum contacts, and the nature and 

extent of the defendant’s participation in the alleged violations. See Beistle Co. v. 

Party U.S.A., Inc., 914 F. Supp. 92, 96 (M.D. Pa. 1996) (citing Maleski by Taylor v. 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 13 of 26 PageID #:486
14

DP Realty Tr., 653 A.2d 54, 59 (Pa. Commw. Ct. 1994) and Rittenhouse & Lee v. 

Dollars & Sense, Inc., No. 83–5996, 1987 WL 9665, *6 n. 6 (E.D.Pa. Apr. 15, 

1987)); Ne. Revenue Servs., LLC v. Maps Indeed, Inc., No. 3:14-CV-00852, 2015 

WL 1963170, at *10 (M.D. Pa. Apr. 30, 2015) (citation omitted); Lautman v. Loewen 

Grp., Inc., No. 99-CV-75, 2000 WL 772818, at *5 (E.D. Pa. June 15, 2000) (quoting 

Rittenhouse & Lee, 1987 WL 9665, at *3)). 

Pritchett’s sole claim against Malloy, asserted under the WPCL, implicates 

the second exception to the corporate shield doctrine because the statute provides 

for personal liabilities by corporate agents and officers, in appropriate 

circumstances. The WPCL provides employees and former employees with a 

statutory right to recover wages that are contractually owed to them by their 

employer. See 43 Pa. Stat. Ann. §26.5; Oberneder, 696 A.2d at 150. “The definition 

of an ‘employer’ under the WPCL has been held to include a corporation's highest 

ranking officers, because they are the persons who are likely to have ‘established 

and implemented the policy for the non-payment’ of the wages and benefits at 

issue.” Belcufine v. Aloe, 112 F.3d 633, 635 (3d Cir.1997) (citation omitted); see 43 

Pa. Stat. Ann. § 260.2a (defining employer to include “every person, firm, 

partnership, association, corporation...and any agent or officer of any of the abovementioned classes employing any person in this Commonwealth”). Nevertheless, “to 

hold an ‘agent or officer’ personally liable for unpaid wages under the WPCL, 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 14 of 26 PageID #:487
15

‘evidence of an active role in decision making is required.’” Mancini v. Concorde 

Grp., No. 2233 EDA 2013, 2014 WL 10575398, at *10 (Pa. Super. Ct. Sept. 25, 

2014) (quoting Hirsch v. EPL Techs., Inc., 910 A.2d 84, 88 (Pa. Super. Ct. 2006)). 

“Specifically, an employee must establish that the ‘agent or officer’ was ‘actively 

involved in corporate policy-making, such as corporate decision-making or 

corporate advisement on matters of pay or compensation.’” Id. (quoting Hirsch, 910 

A.2d at 88). 

Here, the parties’ submissions show that Mr. Malloy oversees “all operations 

of the business.” (Doc. 16-4, 4; Doc 13, 5.) As ABC’s President and sole officer, 

Malloy was singularly ABC’s corporate decision-making during the relevant period, 

including with respect to the specific issue of Pritchett’s alleged unpaid 

compensation. Malloy personally negotiated and renegotiated Pritchett’s 

compensation package throughout her employment, and personally sent Pritchett her 

final paychecks and a letter calculating her commission upon her resignation. (Doc. 

13-7.) The record thus contains evidence that would support finding Malloy liable 

for Pritchett’s alleged unpaid wages under the WPCL. In sum, Malloy’s singular role 

at the top of ABC’s corporate structure, his relevant contacts with Pennsylvania, and 

his clear personal participation in the alleged WPCL violations lead to the conclusion 

that the corporate shield doctrine does not prevent the court from exercising personal 

jurisdiction over Malloy insofar as Pritchett’s claim against him is for violating a 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 15 of 26 PageID #:488
16

statutory scheme that provides for personal liability for corporate actions. See

Patterson v. Olivet Int'l, Inc., No. 2:09-CV-1089, 2009 WL 4722807, at *6 (W.D. 

Pa. Dec. 2, 2009); Biss v. Gehring-Montgomery, Inc., No. 16-CV-4472, 2017 WL 

2224977, at *5 (E.D. Pa. May 22, 2017); Johnson v. Phelps, No. 05-CV-5555, 2007 

WL 1030086, at *4–5 (E.D. Pa. Mar. 30, 2007); Falcone v. WiredLogic, Inc., No. 

06-CV-800, 2006 WL 8459813, at *12–13 (E.D. Pa. Oct. 26, 2006); see also Gentex 

Corp. v. Abbott, 978 F. Supp. 2d 391, 403 (M.D. Pa. 2013); Schils Am. Acquisition 

Corp. v. Schils BV, No. 3:05-CV-0588, 2006 WL 276998, at *3 (M.D. Pa. Feb. 3, 

2006). 

In addition, Pritchett has shown that Malloy has sufficient minimum contacts 

with Pennsylvania to give this court personal jurisdiction. Malloy purposefully 

directed his activities toward Pennsylvania for the same reasons outlined above 

because ABC’s relevant contacts were largely—if not entirely—undertaken by 

Malloy in his capacity as President and sole officer of ABC. Malloy hired Pritchett 

intending that her employment would not begin until she became a Pennsylvania 

resident. Malloy also drafted, negotiated, and executed the employment agreement 

that forms the basis of Pritchett’s WPCL claim, intending that it would be performed 

in Pennsylvania. (See Doc 13-4.) Further, the record also supports the inference that 

it was Malloy specifically who held out ABC on its website as having a Pennsylvania 

sales office. (See Doc. 13-2; Doc. 13-3; Doc. 16-4, ¶¶ 4, 13.) 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 16 of 26 PageID #:489
17

Throughout Pritchett’s long tenure with ABC, Malloy also constantly reached 

into Pennsylvania by email, text message, and telephone to oversee Pritchett’s 

employment, including her compensation, and to perform ABC’s obligations under 

the employment agreement. His discussions with Pritchett regarding ABC’s 

business and her employment were frequent, touching on matters that included 

improving Pritchett’s efficiency with transmitting documents from Pennsylvania, 

ABC purchasing office expenses for Pritchett in Pennsylvania, and ABC changing 

Pritchett’s status from a W2 employee to a 1099 independent contractor to cut down 

on ABC’s employment tax payments to Pennsylvania. (Doc. 25-1; Doc. 13-5.) 

Malloy and Pritchett also extensively discussed, modified, and argued over the 

employment agreement. (See Doc. 13, ¶¶ 30-31, 35; Doc. 13-5; Doc. 13-6.) One 

conversation culminated in Malloy promising to continue to abide by the 

employment agreement’s compensation structure. (See Doc 13-6, p. 2 of 3.) 

The court recognizes that some facts cut against finding minimum contacts, 

including Malloy’s lack of physical presence in Pennsylvania and the fact that 

Pritchett’s employment agreement was initially negotiated and executed outside of 

the Commonwealth. However, considering Malloy’s hiring of Pritchett with the 

intent that her employment and employment agreement be performed in 

Pennsylvania, the nature and extent of his electronic communications with Pritchett, 

his singular role overseeing Pritchett’s employment for an extended period time, and

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 17 of 26 PageID #:490
18

his direct involvement in the underlying alleged violations, Pritchett has shown that 

Malloy has sufficient minimum contacts with Pennsylvania and that her claims relate 

to and arise from those contacts.1

Moreover, exercising personal jurisdiction over Malloy would comport with 

fair play and substantial justice. As discussed above, despite the burden faced by 

Malloy in having to travel to and litigate in this forum, Pennsylvania has a strong 

interest in adjudicating disputes involving matters of unpaid compensation owed to 

Pennsylvania employees. See Walsh, 157 F. Supp. 2d at 507; Elbeco Inc., 989 F. 

Supp. at 678. Pritchett’s interest in obtaining convenient and effective relief against 

Malloy is also strong under the circumstances. In light of these interests, exercising 

personal jurisdiction over Malloy here would not be unreasonable. Therefore, the 

court has personal jurisdiction over Malloy. 

c. ABC and Malloy have shown that transfer is appropriate. 

ABC and Malloy also move to transfer this case to the Northern District of 

Illinois pursuant to 28 U.S.C. § 1404(a). The court will therefore examine the public 

 1 Malloy also argues that personal jurisdiction is lacking because only violations of the WPCL that 

occur within Pennsylvania provide a proper basis for the court’s jurisdiction. As the Eastern 

District recently explained in a thorough and persuasive opinion, the cases that stand for that 

proposition trace back to Central Pennsylvania Teamsters Pension Fund v. Burten, 634 F.Supp. 

128, 132 (E.D. Pa. 1986), a decision that misapplied Pennsylvania’s long-arm statute by reading

it more restrictively than the Due Process Clause. Hickman v. TL Transportation, LLC, 317 F. 

Supp. 3d 890, 896 (E.D. Pa. 2018). “Consequently, these cases are of limited precedential value”

and are not persuasive. Id.

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 18 of 26 PageID #:491
19

and private interest factors outlined above “to determine, on balance, whether the 

litigation would ‘more conveniently proceed and the interests of justice be better 

served by transfer to a different forum.’” In re McGraw-Hill Glob. Educ. Holdings 

LLC, 909 F.3d 48, 57 (3d Cir. 2018) (quoting Jumara, 55 F.3d at 879).

i. The public interest factors are neutral. 

The parties agree that the enforceability of any judgment favors transfer

because Malloy, ABC, and all ABC’s assets are located in Illinois. See Reightler v. 

Monmouth Bioproducts, LLC, No. 3:13-CV-3019, 2014 WL 2480331, at *4 (M.D. 

Pa. June 3, 2014). The relative congestion of the courts, by contrast, favors retaining 

venue, since recent statistics show that the Northern District of Illinois has around 

100 more cases pending per judgeship than this District. (See Doc. 16-5.)2

The remaining public interest factors are neutral. Specifically, the “public 

policies of the fora” factor is neutral because, while Pennsylvania has a public policy 

interest in ensuring that its employees receive unpaid compensation under the WPCL 

and CSRA, a transfer would not necessarily violate that policy since federal courts 

from around the country have routinely applied these statutes. See Campanini v. 

Studsvik, Inc., No. 08-CV-5910, 2009 WL 926975, at *5 (E.D. Pa. Apr. 6, 2009) 

(collecting cases). The “local interest in deciding local controversies” factor is 

 2 See also U.S. District Courts Combined Civil and Criminal Federal Court Management Statistics, 

https://www.uscourts.gov/sites/default/files/data_tables/fcms_na_distprofile1231.2019.pdf.

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 19 of 26 PageID #:492
20

similarly neutral. The Commonwealth has a local interest in protecting Pennsylvania 

employees that suffer unpaid wages under the WPCL and CSRA. At the same time,

Illinois has a countervailing interest in deciding claims involving employment 

agreements negotiated and executed in Illinois by Illinois companies. The Third 

Circuit has indicated that these interests “offset.” In re: Howmedica Osteonics Corp, 

867 F.3d 390, 410 (3d Cir. 2017). 

Each district’s relative familiarity with the applicable state law is also neutral. 

This court has more familiarity with Pritchett’s Pennsylvania statutory claims than 

would a federal court in Illinois. However, there is a good chance that the 

employment agreement underlying her contract and statutory claims is governed by 

Illinois law, since it was negotiated, executed, and partially performed in Illinois.

See Compagnie des Bauxites de Guinee v. Argonaut-Midwest Ins. Co., 880 F.2d 685, 

689 (3d Cir. 1989). ABC’s status as an Illinois company also supports the application 

of Illinois law, particularly when considering that at the time of contracting, neither 

party was located in Pennsylvania. See id.; Restatement (Second) of Conflict of 

Laws § 188 (1971). A federal court in Illinois would be more familiar than this court 

with Illinois contract law. Pritchett’s claims are thus likely governed by both Illinois 

and Pennsylvania law, so this factor is neutral. In total, the public factors do not cut 

strongly for or against transfer. 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 20 of 26 PageID #:493
21

ii. The private interest factors favor transfer. 

Pritchett’s choice of forum is this District, while ABC and Malloy prefer the 

Northern District of Illinois. A plaintiff’s choice of forum “is a paramount 

consideration in any determination of a transfer request, and that choice should not 

be lightly disturbed.” Shutte v. Armco Steel Corp., 431 F.2d 22, 25 (3d Cir. 1970). 

That is particularly true here, as Pritchett resides in and was employed by ABC in 

the Middle District. Malloy’s and ABC’s preference notwithstanding, Pritchett’s 

choice of forum is entitled to deference and strongly supports retaining venue. 

The factor concerned with the convenience of the witnesses, to the extent they 

be unavailable for trial, is neutral. This factor is focused on third-party witnesses. 

Mato v. Window World, Inc., No. 10–7617, 2011 WL 710473, at *5 (E.D. Pa. Feb.

28, 2011) (citing Myers v. Jani-King of Philadelphia, Inc., No. CIV.A. 09-1738, 

2012 WL 6058146, at *5 (E.D. Pa. Dec. 5, 2012)). “Party witnesses or witnesses 

who are employed by a party, on the other hand, have little impact on the balance of 

convenience analysis since each party is obligated to procure the attendance of its 

own employees for trial.” Chruby v. Bearjar, No. 3:17-CV-01631, 2018 WL 

4051705, at *12 (M.D. Pa. Aug. 24, 2018) (quoting Coppola v. Ferrellgas, Inc., 250 

F.R.D. 195, 199 (E.D. Pa. 2008)). Aside from potential party witnesses and those 

employed by ABC, there are three potential witnesses whom the parties have shown 

or agree that are likely to testify. These witnesses are: (1) a representative from 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 21 of 26 PageID #:494
22

Blackline, a company hired by ABC, located in Illinois (Doc 25-2, ¶ 10); (2) Howard 

Pritchett, Pritchett’s husband and former ABC sales representative, residing in 

Pennsylvania (Doc. 21-1, 8-9); and (3) Robert Malloy, Malloy’s brother and an 

independent contractor for ABC, residing in Florida. (Doc. 22-2, ¶ 12; Doc 25-2, ¶ 

8.) Each is a family member or agent of a party (or both), and no party argues that 

any of these witnesses may be unavailable for trial in either fora. See Jumara, 55 

F.3d at 879. This factor is therefore neutral. 

The remaining private interest factors support transfer to varying degrees. 

Specifically, the location of books and records minimally supports transfer. It 

appears to be undisputed that most of the documents relevant to this action are in 

Illinois. However, ABC and Malloy do not substantively claim that those documents 

would be unable to be produced in this District. See Jumara, 55 F.3d at 879. This 

factor therefore supports transfer, but only slightly. 

The location of where the claim arose also supports transfer. The crux of all

Pritchett’s claims is that ABC and Malloy, while they were located in Illinois, failed 

to pay her certain salary and commission payments that she was owed. ABC’s and 

Malloy’s alleged wrongdoing thus occurred in Illinois. See Cottman Transmission 

Sys., Inc. v. Martino, 36 F.3d 291, 295 (3d Cir.1994). 

Most importantly, the convenience of the parties as indicated by their relative

physical and financial condition favors transfer. Pritchett resides in the Middle 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 22 of 26 PageID #:495
23

District. Malloy and ABC are located in Illinois, with ABC having no presence in 

Pennsylvania. Retaining venue would therefore be more convenient for Pritchett, 

while transferring venue to Illinois would be more convenient for ABC and Malloy. 

This factor therefore might seem to favor Pritchett because as a corporate entity, 

ABC ostensibly has more financial resources. 

Digging deeper however, ABC has shown that a trial in this District would 

likely cause significant harm to its business. According to Malloy’s declaration, 

ABC’s corporate office in Illinois has only two employees, himself and longtime 

ABC office manager, Malia Berg (“Berg”). Berg oversees ABC’s accounting, order 

processing, payroll operations, and commission reports, and as such, her testimony 

is necessary to a trial on Pritchett’s compensation claims. (Doc. 18-2, ¶ 26.) 

According to Malloy, ABC cannot do business without his or Berg’s physical 

presence in its Illinois office. Malloy attests that if Berg and him were to be out of 

town on the same day, ABC could not operate and would incur contractual penalties, 

risking the work of its eight employees as a result. (Id.) Notably, Malloy represents

that in past 16 years, he and Berg have never been out of the office on the same day. 

(Id.; see also Doc. 25-2, ¶ 6.) 

Pritchett does not challenge that Berg’s unique role at ABC makes her 

testimony necessary, or that ABC cannot operate without Berg or Malloy being 

physically present in Illinois each day. In fact, Pritchett agrees that this case will 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 23 of 26 PageID #:496
24

require testimony from multiple other ABC employees or independent contractors 

from around the country (see Doc. 21-1, ¶¶ 8-15), and requiring each of those 

employees to be physically present for trial in Pennsylvania, where ABC has no 

operations, would risk further harm to the business. In addition, Pritchett does not 

provide any specific reason for why a trial in Illinois would inconvenience her, other 

than the general, but not insubstantial, inconvenience associated with litigating in a 

foreign state. 

To be sure, the purpose of a motion to transfer venue is not to shift the 

convenience from one party to another. Scanlan v. American Airlines Group, Inc., 

366 F.Supp.3d 673, 676 (E.D. Pa. 2019). As between an individual and corporate 

entity, the inconvenience of traveling should normally fall to the latter. Here 

however, the choice is between inconveniencing an individual on the one hand, and 

impairing a small business’s operations and the work of its eight employees on the 

other hand.

3 Even accounting for the parties’ relative disparity in resources, as the 

court must, the convenience of the parties’ favors transfer. 

The private interest factors therefore favor transfer and, on the whole, ABC 

and Malloy have met their heavy burden of showing that this case should be heard 

in the Northern District of Illinois. The court does not make lightly the decision to 

 3 The record contains little information on the parties’ specific financial conditions other than 

Malloy’s representation that ABC does $4,000,000 in annual revenue and that it compensated 

Pritchett around $230,000 per year during her last five years with the company. 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 24 of 26 PageID #:497
25

transfer a Pennsylvania’s plaintiff’s claims arising, in part, under Pennsylvania law. 

Nevertheless, all Pritchett’s claims derive from an employment agreement that was 

negotiated, executed, and allegedly breached in Illinois, and all or most of the 

relevant records are located in Illinois. Most importantly, Malloy and ABC have 

provided specific and credible reasons for why a trial in this District would impair 

ABC’s ability to operate and meet its contractual obligations. Under the 

circumstances, transferring this case serves the interests of justice and convenience. 

d. The court will deny without prejudice ABC’s and Malloy’s motions

to dismiss for failure to state a claim. 

Having concluded that the matter should be transferred to the Northern 

District of Illinois, the court will deny ABC’s and Malloy’s motions to dismiss 

Pritchett’s statutory claims for failure to state a claim, without prejudice to refile in 

the transferee court. See Bearam v. Wigen, No. 312-CV-2289, 2013 WL 1750964, 

at *4 (M.D. Pa. Mar. 20, 2013), report and recommendation adopted, No. 3:12-CV2289, 2013 WL 1750999 (M.D. Pa. Apr. 23, 2013); Farkas v. Rich Coast Corp., No. 

2:13-CV-00926, 2014 WL 550594, at *1 (W.D. Pa. Feb. 11, 2014); Fellner ex rel. 

Estate of Fellner v. Philadelphia Toboggan Coasters, Inc., No. 05-CV-2052, 2005 

WL 2660351, at *7 n.5 (E.D. Pa. Oct. 18, 2005). 

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 25 of 26 PageID #:498
26

IV. CONCLUSION

For the reasons set forth above, ABC’s and Malloy’s motions will be granted 

insofar as this action will be transferred to the Northern District of Illinois. An 

appropriate order shall follow. 

s/Sylvia H. Rambo

SYLVIA H. RAMBO

United States District Judge

Dated: June 2, 2020

Case: 1:20-cv-03262 Document #: 31 Filed: 06/02/20 Page 26 of 26 PageID #:499