Memorandum — Marshall v. Prestamos CDFI, LLC (Dkt. 84-1, E.D. Pa. No. 5:21-cv-04337)

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U.S. District Court for the Eastern District of Pennsylvania · No. 5:21-cv-04337-JMG · Doc. 84-1 · 2023-10-13 · Docket on CourtListener

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IN THE UNITED STATES DISTRICT COURT 
FOR THE EASTERN DISTRICT OF PENNSYLVANIA 
 
 
ALICIA MARSHALL, DANIEL 
PRONSKY, PARIS TOWNSEND, 
NANCILEE HOLLAND, LEONA 
OWSLEY, KOLAWOLE AHMADOU, 
KIANA DERVIN, KRISTINA 
HENDERSON, DUSTIN INNIS, KELLY 
STALNAKER and JAMIE JONES, 
individually and on behalf of all others 
similarly situated, 
 
 
 
Plaintiffs, 
 
 
 
v. 
 
PRESTAMOS CDFI, LLC and 
CHICANOS POR LA CAUSA, INC., 
 
 
 
 
Defendants. 
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Case No. 5:21-cv-04337-JMG 
 
 
 
 
 
 
 
 
MEMORANDUM OF LAW IN SUPPORT OF DEFENDANT CHICANOS POR LA 
CAUSA’S MOTION TO DISMISS PLAINTIFFS’ SECOND AMENDED COMPLAINT 
 
 
 
BALLARD SPAHR LLP 
HERRERA ARELLANO LLP 
 
Marcel S. Pratt (Pa. ID 307483) 
Roy Herrera (admitted pro hac vice) 
Timothy D. Katsiff (Pa. ID 75490) 
Daniel A. Arellano (admitted pro hac vice) 
Alexa L. Levy (Pa. ID 327973) 
Jillian Andrews (admitted pro hac vice) 
1735 Market Street, 51st Floor 
Austin T. Marshall (admitted pro hac vice) 
Philadelphia, PA 19103 
1001 North Central Avenue, Suite 404 
T: 215-665-8500 
Phoenix, AZ 85004 
F: 215-864-8999 
T: 602-567-4820 
PrattM@ballardspahr.com 
Roy@ha-firm.com 
KatsiffT@ballardspahr.com 
Daniel@ha-firm.com 
LevyA@ballardspahr.com 
Jillian@ha-firm.com 
 
Austin@ha-firm.com 
 
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TABLE OF CONTENTS 
 
TABLE OF CONTENTS ................................................................................................................ 1 
PRELIMINARY STATEMENT .................................................................................................... 1 
PROCEDURAL HISTORY............................................................................................................ 2 
FACTUAL SUMMARY ................................................................................................................ 2 
ARGUMENT .................................................................................................................................. 6 
A. The Court Should Not Exercise Personal Jurisdiction Over CPLC ........................... 6 
a. 
Legal Standard for the “Alter Ego” Theory of Personal Jurisdiction ........................ 7 
b. 
Plaintiffs Allegations in the SAC Fail to Establish Personal Jurisdiction. ................ 8 
i. 
Consolidated Financial Statements Describing Parent and Subsidiary 
Activities Are Typical And Do Not Establish Personal Jurisdiction. ........................ 9 
ii. 
The Use of the Term or Logo “CPLC Prestamos” Is A Legitimate Branding 
Strategy That Does Not Support Personal Jurisdiction............................................ 10 
iii. Parent Executives Can Sit on Subsidiary Boards or Serve as Executives 
Without Creating Alter Ego Jurisdiction. ................................................................ 12 
iv. A Subsidiary Can Pay Dividends to Its Parent Without Creating Alter Ego 
Jurisdiction ............................................................................................................... 14 
v. 
That CPLC and Prestamos Have Nearby Offices Is Irrelevant................................ 15 
c. 
Jurisdictional Discovery Showed That the Other Factors Do Not Weigh in 
Favor of Exercising Personal Jurisdiction Over CPLC. .......................................... 15 
B. In the Alternative, the Court Should Dismiss the Unjust Enrichment Claim 
Against CPLC .......................................................................................................... 17 
CONCLUSION ............................................................................................................................. 20 
 
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PRELIMINARY STATEMENT 
Plaintiffs do not dispute that Chicanos Por La Causa, Inc. (“CPLC”) is an Arizona non-
profit corporation that does not provide services in this jurisdiction.  Nor do they dispute that CPLC 
was not a party to Plaintiffs’ loan documents.  Plaintiffs’ sole basis for asserting personal 
jurisdiction over CPLC is their bald allegation that its subsidiary—Prestamos CDFI LLC 
(“Prestamos”), a decades-old, well-capitalized, and federally certified lending company that has 
long provided financial products and services to underserved communities—is merely the alter 
ego of CPLC.   
Plaintiffs bear the burden of proving that this Court should take the extraordinary step of 
exercising personal jurisdiction over CPLC based on their alter ego theory.  But even with the 
benefit of discovery, Plaintiffs cannot demonstrate that Prestamos was under the “complete 
domination and control” or the other necessary factors to sustain their allegations that Prestamos 
is the alter ago of CPLC for personal jurisdiction purposes.  To the contrary, jurisdictional 
discovery has shown that CPLC and Prestamos function as separate entities, contradicting all of 
Plaintiffs’ alter ego allegations. 
The Second Amended Complaint (“SAC”) principally points to common practices in 
parent-subsidiary relationships: CPLC’s reference to subsidiary activities in consolidated 
financials; CPLC executives serving as directors or officers of Prestamos; and Prestamos’s 
strategic choice to align branding with CPLC.  While Plaintiffs may attempt to misconstrue these 
relationships, none of them establishes that Prestamos is an alter ego for purposes of this Court’s 
personal jurisdiction.  Nothing in the SAC or discovery shows that CPLC exercised day-to-day 
control or atypical influence over Prestamos, especially regarding the administration of the PPP 
program.  And, as set forth below, none of the other factors pointed to by the Plaintiffs establish 
that the Prestamos is an alter ego of CPLC. 
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Even if this Court exercises personal jurisdiction over CPLC, it should dismiss Plaintiffs’ 
unjust enrichment claim against CPLC under rule 12(b)(6).  Plaintiffs’ failure to invoke the laws 
of a specific jurisdiction for their catch-all unjust enrichment claim is fatal.  Even if the Court 
evaluates the substance of the claim, it must fail.  Plaintiffs have not plausibly alleged that plaintiffs 
conferred a benefit on Prestamos, let alone CPLC.  Plaintiffs’ allegation that the federal 
government paid loan processing fees to Prestamos is insufficient to state a claim for unjust 
enrichment against CPLC. 
PROCEDURAL HISTORY 
On March 30, 2023, this Court denied CPLC’s Motion to Dismiss the SAC for lack of 
personal jurisdiction without prejudice, pending limited jurisdictional discovery into the 
relationship between CPLC and Prestamos.  See ECF No. 57.  Since then, Defendants have 
responded to Plaintiffs’ written discovery requests, produced over 1,600 documents, and have each 
produced a corporate representative for Rule 30(b)(6) depositions.  See Exs. 1, 2, 6, 13. Pursuant 
to the Court’s order CPLC now renews its motion to dismiss for lack of personal jurisdiction  See 
ECF Nos. 60, 75. 
FACTUAL SUMMARY 
A. The Defendants 
CPLC.  CPLC is an Arizona  nonprofit corporation formed in 1969 to fight discrimination 
against the Mexican-American community.  See Ex. 3, at PRESTAMOS-002981173-75 (Chicanos 
Por La Causa Resolution 2023-1); CPLC, Who We Are, https://cplc.org/about/about.php (last 
visited Oct. 4, 2023).  Inspired by Dolores Huerta and Cesar Chavez, CPLC was devoted initially 
to advocating for equity in education, politics, and labor conditions.  Id.  Today, CPLC provides 
services to people of all backgrounds while honoring its Mexican-American roots.  Id.  Plaintiffs 
do not allege that there is general jurisdiction over CPLC. 
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Prestamos.  Prestamos was formed in 2000 as a limited liability company under Arizona 
law and has its principal place of business in Phoenix, Arizona.  Ex. 4, at 5 (Prestamos’s Articles 
of Organization).  Prestamos’s sole member is CPLC.  Id. at 5; Ex. 5, at Section 2.3.Prestamos’s 
mission is to provide “financial products and development services to underserved residents of the 
community.”  See Ex. 5, Prestamos’s Fourth Amended and Restated Operating Agreement (the 
“Prestamos Operating Agreement”), at 1.3.  It is a Community Development Financial Institution 
(“CDFI”) certified by the U.S. Department of the Treasury as a Loan Fund.  See Ex. 4, at 21.  The 
Small Business Administration (“SBA”) strongly encouraged CDFIs, like Prestamos, and other 
minority-, women-, veteran-, and military-owned lenders to apply to become PPP lenders in order 
to reach diverse, small businesses.  86 Fed. Reg. 3692, 3707. 
B. Prestamos Is Separate from CPLC 
Prestamos is a separate company, wholly distinct from CPLC and other CPLC subsidiaries.  
Ex. 4, (Prestamos’s Articles of Organization).  Prestamos is an Arizona LLC that is governed by 
the Prestamos Operating Agreement and the laws of Arizona.  The Prestamos Operating Agreement 
provides for a Board of Directors, which is given the power to “manage the Company.”  Ex. 5, at 
Section 3.1.  Prestamos’s Board of Directors consisted of David Adame, Alicia Nunez, and Max 
Gonzalez.   See Ex. 6, CPLC’s Response to Interrogatory No. 3.  Prestamos’s Board meets and 
makes policy decisions for Prestamos.  See Ex. 5, at Section 3.6.  Prestamos also has a Community 
Advisory Board which “assist[s] the Company with maintaining accountability to Low Income 
Persons. . . .”  Ex. 5, at Section 4.1.  Jose Martinez has served as Prestamos’s President for more 
than ten years.  Martinez Tr., at. 45.  Both Mr. Martinez and Alicia Nunez, CPLC’s 30(b)(6) 
witness, testified that Mr. Martinez is responsible for Prestamos’s day-to-day management and 
operations and that CPLC employees had no managerial role over the PPP program.  Ex. 1, 
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Deposition of Alicia Nunez at Tr. (“Nunez Tr.”) 38 (
); 
Martinez Tr., at. 46 (CPLC does not have any oversight role over Prestamos beyond what is stated 
in the Operating Agreement). 
Prestamos also is adequately capitalized and fully solvent.  See e.g., Ex. 7, at 
PRESTAMOS-00296762 (Prestamos’s Consolidated Financial Statements for the fiscal years 
ended June 30, 2021 and 2020).  Indeed, Prestamos’s audited financials during the putative class 
period show that it reported total assets in excess of its total liabilities.  Id. at PRESTAMOS-
00296766-67.  Prestamos has its own bank accounts and federal EIN number.  See Nunez Tr., at 
66; Ex. 8, at PRESTAMOS-00307654-734 (CPLC’s 2020 Form 990 indicating EIN numbers for 
CPLC and Prestamos).  Prestamos has its own general ledger accounts where its financial 
transactions are recorded separately from CPLC’s transactions.  Chen Decl. ¶ 5; Chen Decl. Exs. 
1, 2 (intercompany transfers for July 2019 to June 2022); Nunez Tr., at 26 (intercompany service 
fees are recorded in consolidated financials under heading entitled “Administrative Costs”). 
All PPP revenues at issue in this case were received by Prestamos, deposited in Prestamos 
bank accounts, and recorded on Prestamos’s books.  Nunez Tr. 66 (
 
 
).   
C. Services Provided by CPLC to Prestamos.   
CPLC provides various services to Prestamos (and to other CPLC subsidiaries and 
affiliates) pursuant to written Intercompany Services Agreements (“ISAs”).  Prestamos and CPLC 
had three such agreements place during the putative class period.  See Exs. 9–11.  The ISAs state 
that CPLC and Prestamos are legally independent parties and intend to preserve and protect that 
independence.  See Exs. 9–11.  Martinez testified that CPLC provides a wide array of services to 
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Prestamos including support related to accounting, information technology, human resources, 
legal, compliance, and marketing.  Martinez Tr., at. 23, 25. 
Under the ISAs, Prestamos must pay CPLC an annual service fee.  Exs. 9–10, at Section 
3.1; Martinez Tr., at 58.  The annual service fee during the putative class period was 16.1% of 
Prestamos’s expenses, a rate reflective of CPLC’s federally approved indirect cost rate.  Exs. 9–
10, at Section 3.1.  Nunez Tr., at 29; Ex. 4, at 7  This rate standardizes and simplifies the allocation 
of overhead expenses in federal grants and contracts, ensuring fair reimbursement, and consistent 
accounting.  See id. at 9–10 (CPLC’s Nonprofit Rate Agreement provides that Prestamos only 
includes allowable costs, avoids double-claiming those costs, and maintains consistent accounting 
for similar costs).  The ISAs also require Prestamos to reimburse CPLC for any direct expenses 
directly attributable to Prestamos, such as Prestamos-specific salaries and benefits, audit fees, and 
legal expenses.  E.g., Exs. 9–10 at Section 3.2; Martinez Tr., at 60.  Payments under the ISAs are 
recorded in both CPLC and Prestamos’ general ledger accounts.  Chen Decl. Exs. 1, 2 
(intercompany transfers for July 2019 to June 2022). 
One of the services CPLC delivers to Prestamos under the ISA is the outsourcing of 
employees.  Martinez Tr., at 23–24.  Under this arrangement, CPLC serves as the legal employer 
of personnel who are assigned to work for Prestamos.  Id.  This allows CPLC, Prestamos, and other 
CPLC subsidiaries to reduce overall costs by taking advantage of economies of scale.  Exs. 9–10, 
at Recital C.  The ISAs obligate Prestamos to reimburse CPLC for actual costs related to these 
employees, including salaries, benefits, and other direct costs.  Exs. 9–10, at Section 3.2.   
CPLC did not direct Prestamos’s PPP lending program; it was managed by Prestamos.  Id. 
¶ 9; Nunez Tr., at 37 (
); id. Tr. 39 
 
 
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.  To the extent that CPLC employees worked on the PPP program, these 
employees were provided pursuant to the ISAs and were directed by, reported to, and worked for 
Prestamos managers.  See Ex. 6, CPLC’s Response to Interrogatory Nos. 2–4 (“CPLC 
acknowledges that it and/or certain CPLC employees performed tasks and/or services for and/or 
on behalf of Prestamos pursuant to the Intercompany Services Agreements between CPLC and 
Prestamos”); Nunez Tr., at 76–77 (CPLC’s involvement in assisting Prestamos with staffing for 
PPP-related tasks was facilitated through the shared services team, as governed by the ISA).  CPLC 
did not direct the PPP lending activity of any employees.1 
ARGUMENT 
The Court should dismiss all claims against CPLC under Rule 12(b)(2) for lack of personal 
jurisdiction.  In the alternative, the Court should dismiss the unjust enrichment claim against CPLC 
under Rule 12(b)(6) for failure to state a claim. 
A. The Court Should Not Exercise Personal Jurisdiction Over CPLC 
  
Plaintiffs do not (and cannot) allege that CPLC has sufficient specific or general contacts 
in Pennsylvania to subject it to the Court’s jurisdiction.  Instead, Plaintiffs allege that CPLC’s 
subsidiary, Prestamos—a 20-plus-year-old CDFI certified by the U.S. Department of Treasury and 
regulated by the federal government—is merely the alter ego of CPLC.  The SAC attempts to 
recast aspects of the CPLC-Prestamos relationship that are characteristic of parents and 
subsidiaries to haul the Arizona-based nonprofit into a Pennsylvania federal court.  Plaintiffs have 
not alleged that Prestamos is a sham entity; and jurisdictional discovery has further proven that 
                                                 
1  
Prestamos also directly hires contractors from the community as needed to supplement its 
human capital.  Martinez Tr., at 57 (Martinez testifying that Prestamos actively recruited and 
employed contractors, independently of the ISA with CPLC).  
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CPLC and Prestamos distinctly observe corporate formalities and that Prestamos exercised 
operational autonomy, particularly regarding PPP. 
1. Legal Standard for the “Alter Ego” Theory of Personal Jurisdiction  
“The mere fact that a subsidiary company does business within a state does not confer 
jurisdiction over its nonresident parent, even if the parent is sole owner of the subsidiary.”  Kehm 
Oil v. Texaco, Inc., 537 F.3d 290, 301 (3d Cir. 2008) (internal quotation omitted).  When a 
defendant raises the defense of personal jurisdiction, “the burden falls upon the plaintiff to come 
forward with sufficient facts to establish that jurisdiction is proper.”  In re Asbestos Prod. Liab. 
Litig. (No. VI), 384 F. Supp. 3d. 532, 535 (E.D. Pa. June 6, 2019) (citation omitted).   
Thus, Plaintiffs have the burden to show that CPLC’s level of “control” over Prestamos 
is more than “mere majority or complete stock control,” but instead is “complete domination, not 
only of finances but of policy and business practice[s],” such that the subsidiary had “no separate 
mind, will or existence of its own.”  Craig v. Lake Asbestos of Quebec, Ltd., 843 F.2d 145, 150 
(3d Cir. 1988). 
 
 Courts in this District consider the following factors when deciding whether one entity is 
the alter ego of another for purposes of personal jurisdiction: 
(1) ownership of all or most of the stock of the subsidiary, (2) common officers and 
directors, (3) a common marketing image, (4) common use of a trademark or logo, 
(5) common use of employees, (6) an integrated sales system, (7) interchange of 
managerial and supervisory personnel, (8) subsidiary performing business 
functions which the principal corporation would normally conduct through its own 
agents or departments, (9) subsidiary acting as marketing arm of the principal 
corporation, or as an exclusive distributor, and (10) receipt by officers of the related 
corporation of instruction from the principal corporation. 
Britax Child Safety, Inc. v. Nuna Int’l B.V., 321 F. Supp. 3d 546, 555 (E.D. Pa. 2018) (quotation 
omitted).  “No single factor is dispositive, and the court may consider all relevant evidence to 
determine whether the parent exercises actual control over a subsidiary beyond that which is 
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characteristic of a usual parent-subsidiary relationship.”  In re Chocolate Confectionary Antitrust 
Litig., 602 F. Supp. 2d 538, 570 (M.D. Pa. 2009).  Ultimately, “the alter-ego test looks to whether 
the degree of control exercised by the parent is greater than normally associated with common 
ownership and directorship and whether the parent controls the day-to-day operations of the 
subsidiary such that the subsidiary can be said to be a mere department of the parent.”  In re Enter. 
Rent-A-Car Wage & Hour Empl. Practices Litig., 735 F. Supp. 2d 277, 319 (W.D. Pa. 2010) 
(internal quotation marks omitted; citation omitted).   
The Third Circuit’s test for alter ego liability, which contains a similar basket of factors, is 
also informative; those factors include:  
gross undercapitalization, failure to observe corporate formalities, nonpayment of 
dividends, insolvency of debtor corporation, siphoning of funds from the debtor 
corporation by the dominant stockholder, nonfunctioning of officers and directors, 
absence of corporate records, and whether the corporation is merely a facade for 
the operations of the dominant stockholder. 
Pearson v. Component Tech. Corp., 247 F.3d 471, 484–85 (3d Cir. 2001).  Weighing these factors, 
Plaintiffs alter ego arguments fail as a matter of law. 
2. Plaintiffs’ Allegations in the SAC Fail to Establish Personal Jurisdiction. 
The SAC does not assert allegations relevant to all of the above factors.  The SAC points 
to: (i) references to CPLC and Prestamos collectively or interchangeably in consolidated financial 
statements and other company documents; (ii) instances where CPLC’s and Prestamos’s websites 
and marketing materials refer to Prestamos as “CPLC Prestamos”; (iii) the overlap of executives 
and directors between CPLC and Prestamos; (iv) proximity of their offices.  These allegations do 
not support personal jurisdiction, and, the evidence does not support the remaining alter ego 
factors. 
 
 
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i. Consolidated Financial Statements Describing Parent and 
Subsidiary Activities Are Typical And Do Not Establish Personal 
Jurisdiction.  
Plaintiffs twist CPLC’s consolidated financial statements to allege that CPLC participated 
directly in PPP lending and received PPP lending fees directly from the SBA, even though CPLC 
is not a lender.  SAC ¶¶ 12, 68, 82; Ex. 12 (CPLC Consolidated Financial Statements and 
Supplementary Information for the fiscal year ended June 30, 2021).  To get there, Plaintiffs offer 
an argument in semantics.  They reason that, when the CPLC Financial Statement refers to “the 
Organization” and its participation in PPP program, CPLC has revealed its disregard for Prestamos 
and references itself.  See, e.g., SAC ¶ 68 (emphasis in original).  But the Financial Statement 
states explicitly that the term “the Organization” refers collectively to the activities of CPLC and 
its subsidiaries. Financial Statement at 15 (noting that “CPLC and its subsidiaries and affiliates,” 
among them Prestamos, are “collectively referred to as CPLC or Organization”).  As a result, when 
the Financial Statement says that “the Organization” participated in PPP lending and received loan 
fees, it is not referring uniquely to CPLC. 
The fact that CPLC’s financial statements are consolidated and reference the two entities 
(and others) collectively does not support an alter ego theory of personal jurisdiction.  Indeed, 
courts have consistently rejected the use of consolidated financial statements between a parent and 
a subsidiary as a factor supporting alter ego jurisdiction. See Deardorff v. Cellular Sales of 
Knoxville, Inc., No. 19-cv-2642, 2022 U.S. Dist. LEXIS 18444, at *24 (E.D. Pa. Feb. 1, 2022) 
(consolidated financial statements did not establish that parent “exercised daily control over” 
subsidiary necessary to establish personal jurisdiction on alter ego theory); Reynolds v. Turning 
Point Holding Co., LLC, No. 19-cv-01935, 2020 U.S. Dist. LEXIS 33163, at *8 (E.D. Pa. Feb. 26, 
2020) (same, with respect to consolidated tax returns among parent and subsidiaries); Calvert v. 
Huckins, 875 F. Supp. 674, 678–79 (E.D. Cal. 1995) (“[C]onsolidating the activities of a subsidiary 
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into the parent’s annual reports is a common business practice. It is allowed by both the [IRS and 
SEC], and it is recommended by generally accepted accounting principles.”).  “[T]he control 
standard for filing a combined financial statement [is] not the equivalent of the control standard 
for determining whether one corporation is an alter-ego of another.”  Taeger v. Cath. Fam. & Cmty. 
Servs., 196 Ariz. 285, 298, 995 P.2d 721, 734 (Ariz. App. 1999); see also Cheatham v. ADT Corp., 
161 F. Supp. 3d 815, 824 (D. Ariz. 2016) (“Courts have recognized that companies may omit 
distinctions between related corporate entities in their [public] filings, and still insist on these 
distinctions when haled into court.”).  Moreover, Prestamos has its own general ledger accounts 
where its financial transactions are recorded separately from CPLC’s transactions.  See, e.g., Mod. 
Font Applications LLC v. Peak Rest. Partners, LLC, No. 19-cv-221, 2020 U.S. Dist. LEXIS 1791, 
at *15 (D. Utah Apr. 7, 2020) (granting motion to dismiss and finding that parent and subsidiary 
maintained financial separateness where parent and subsidiaries maintained their own general 
ledgers) 
Accordingly, CPLC’s references to Prestamos (and other subsidiaries) in its consolidated 
financial statements do not support a finding of personal jurisdiction. 
ii. The Use of the Term or Logo “CPLC Prestamos” Is A Legitimate 
Branding Strategy That Does Not Support Personal Jurisdiction.  
Plaintiffs point to CPLC’s occasional use of the term “CPLC Prestamos” and Prestamos’s 
related logo as somehow dissolving the corporate line between CPLC and Prestamos.  See SAC 
¶¶ 7, 35, 67, 83.2  But, the discovery record shows that the decision to incorporate elements of 
CPLC’s logo was a strategic branding choice made by the president of Prestamos, Mr. Martinez.  
                                                 
2  
These 
are 
available 
at: 
https://cplc.org/assets/files/publications/CPLC%20FY19-
20%20Annual-Report.pdf and https://www.prestamosloans.org/about-prestamos/ (each last 
accessed June 3, 2022).  
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Mr. Martinez’s independent rationale was that aligning with CPLC, a recognized and respected 
brand, would benefit the Prestamos brand.  Tr. 14-17; id. at 16 (
 
). 
Coordinated branding between parents and subsidiaries, even if they suggest affiliation or 
association, does not imply that CPLC and Prestamos are the same entity.  See In re Chocolate, 
602 F. Supp. 2d at 570–71 (in ruling on motion to dismiss for lack of personal jurisdiction, 
declining to rely on allegations that a corporate family had “cultivated a unified global image” 
across websites, annual reports, and corporate policy statements because such evidence “fails to 
demonstrate the corporate parents’ actual control over the daily affairs of their subsidiaries”); 
Reynolds, 2020 U.S. Dist. LEXIS 33163, at *10 (granting motion to dismiss and finding that “the 
fact that a company is portrayed as a single brand to the public does not demonstrate the necessary 
control by defendant parent over the subsidiaries.”); Vacaflor v. Pa. State Univ., No. 4:13-CV-
00601, 2014 U.S. Dist. LEXIS 98541, at *14 (M.D. Pa. July 21, 2014) (“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.”). 
Besides, Prestamos’s website, which the SAC quotes and incorporates (SAC ¶ 67), makes 
clear that CPLC and Prestamos are distinct entities: it states that CPLC is Prestamos’s “parent 
corporation,” and that CPLC “created Prestamos” in 2000. See Prestamos CDFI, 
https://www.prestamosloans.org/about-prestamos (last visited Oct. 11, 2023).  Likewise, the quote 
Plaintiffs attribute (SAC ¶ 85) to CPLC’s former CEO, David Adame, in The New York Times 
(“What we did together is absolutely incredible”) does not conflate CPLC and Prestamos; to the 
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contrary, the quote is followed immediately by noting that CPLC is “the parent organization of 
Prestamos.”3  See also Ex. 7 at Prestamos-00296773 (same). 
Accordingly, Prestamos’s deliberate decision to coordinate branding with its parent does 
not impose alter ego personal jurisdiction upon CPLC. 
iii. Parent Executives Can Sit on Subsidiary Boards or Serve as 
Executives Without Creating Alter Ego Jurisdiction.  
 
CPLC and Prestamos have no overlapping board members.  Ex. 6, at 8 (CPLC’s Response 
to Interrogatory No. 3).  Plaintiffs allege that three CPLC executives comprise Prestamos’s board 
and a CPLC executive serves as Prestamos’s president. SAC ¶¶ 65–66.  But this lone factor does 
not substantiate Plaintiffs’ theory.  See Riad v. Porsche Cars N. Am., Inc., No. 18-5175, 2023 U.S. 
Dist. LEXIS 31221, at *13–14 (E.D. Pa. Feb. 24, 2023) (holding that subsidiary was not an alter 
ego of parent company based upon overlapping board members); Deardorff, 2022 U.S. Dist. 
LEXIS 18444, at *7–8 (holding that some shared common officers between parent and subsidiary 
is “to be expected in a subsidiary parent relationship” and is not sufficient to establish an alter ego 
relationship, particularly where there are no overlapping board members).  See also Deutsche 
Credit Corp. v. Case Power & Equip. Co., 876 P.2d 1190, 1195 (Ariz. App. 1994) (“The mere fact 
that [parent and subsidiary] corporations have the same officers does not make one liable for the 
acts of the other.”); see also Am. Protein Corp. v. AB Volvo, 844 F.2d 56, 60 (2d Cir. 1988) (noting, 
of interlocking directorates: “This commonplace circumstance of modern business does not furnish 
such proof of control as will permit a court to pierce the corporate veil.”).   
                                                 
3  
Stacy Cowley & Ella Koeze, How Two Start-Ups Reaped Billions in Fees on Small 
Business 
Relief 
Loans, 
N.Y. 
Times 
(last 
updated 
Oct. 
11, 
2021), 
https://www.nytimes.com/2021/06/27/business/ppp-relief-loans-blueacorn-womply.html 
(last 
accessed June 3, 2022). 
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Indeed, it is a “well established principle of corporate law that directors and officers 
holding positions with a parent and its subsidiary can and do ‘change hats’ to represent the two 
corporations separately, despite their common ownership.”  United States v. Bestfoods, 524 U.S. 
51, 69 (1998) (citation omitted).  “[C]ourts generally presume ‘that directors are wearing their 
“subsidiary hats” and not their “parent hats” when acting for the subsidiary.’”  Id. (citation 
omitted). To overcome this presumption, a plaintiff must plausibly allege that the dual officers and 
directors were acting “for the wrong company” when making decisions and supervising activities.  
Lieberman v. Corporacion Experienca Unica, S.A., 226 F. Supp. 3d 451, 470 (E.D. Pa. 2016).  
Here, Plaintiffs merely allege typical connections between parent executives and a subsidiary; they 
allege no facts that Prestamos’s directors or its executive were acting for “the wrong company,” 
id., when overseeing Prestamos’s affairs. 
The record establishes that CPLC does not exert control over Prestamos’s daily operations, 
let alone its PPP-related affairs.  Nunez Tr., at 38 (testifying that CPLC had no oversight or day-
to-day involvement in the running of PPP); Ex. 13 at 7–9 (denying that CPLC communicated with 
individual PPP borrowers, Blueacorn, the SBA, the Federal Reserve Bank of Cleveland, or other 
Federal Reserve offices regarding Prestamos PPP loans).  Neither does Prestamos’s utilization of 
resources from CPLC through the ISA inherently demonstrate that CPLC exerted any (let alone 
the requisite) control over Prestamos, or that CPLC and Prestamos disregarded their corporate 
structures.  That CPLC employees contractually performed services for Prestamos— for which 
Prestamos paid CPLC, as evidenced by meticulously documented transactions—does not show 
that “[CPLC] controlled [Prestamos] so as to disregard its independent corporate existence.”  
Francis v. Bridgestone Corp., No. 2010-30, 2011 U.S. Dist. LEXIS 72804, at *38–39 (D.V.I. July 
6, 2011). 
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iv. The Distribution of Profits to a Parent Does Not Show 
Plaintiffs allege that Prestamos “upstreamed” PPP loan fees to CPLC, SAC ¶ 82.  
Prestamos did distribute profits to CPLC, but there is nothing untoward or atypical about a 
subsidiary distributing profits or paying dividends to its parent.4  See Wady v. Provident Life & 
Accident Ins. Co. of Am., 216 F. Supp. 2d 1060, 1069 (C.D. Cal. 2002) (“[R]eceiv[ing] money 
from subsidiaries in the form of dividends and interest on loans . . . are precisely the kinds of 
transactions which would occur among entities which respect the corporate separateness among 
entities.” (quoting Tomaselli v. Transamerica Ins. Co., 25 Cal. App. 4th 1269, 1284 n.12 (1994)).  
Indeed, it is the nonpayment of dividends or distribution of profits that usually supports 
disregarding the corporate form.  See Trs. of Nat’l. Elevator Indus. Pension, Health Benefit & 
Educ. Funds v. Lutyk, 140 F. Supp. 2d 447, 459 (E.D. Pa. 2001); In re Opus E., LLC, 528 B.R. 30, 
63–64 (Bankr. D. Del. 2015) (“[T]he payment of dividends annually is not sufficient evidence to 
pierce the corporate veil. In fact, it is usually the failure to pay dividends (while instead siphoning 
funds from the subsidiary though other means) that evidences a subsidiary is a mere facade of the 
parent.”).  Prestamos distributing profits to CPLC in the ordinary course thus supports respecting 
the corporate form, not disregarding it.  See Action Mfg. Co., Inc. v. Simon Wrecking Co., 375 F. 
Supp. 2d 411, 425 (E.D. Pa. 2005) (“the fact that [subsidiary] pays dividends to [parent] is another 
indication that [parent] and [subsidiary] are observing corporate formalities”). 
 
Here, the jurisdictional discovery record shows that Prestamos, consistent with a standard 
parent-subsidiary relationship, paid dividends to CPLC.  See Nunez Tr., at 61 (describing dividends 
                                                 
4  
Nor, for that matter, is there anything untoward about 501(c) organization maintaining for-
profit subsidiaries that fund the parent organization’s mission. See, e.g., Girl Scouts of Manitou 
Council, Inc. v. Girl Scouts of U.S., Inc., 646 F.3d 983, 987–88 (7th Cir. 2011). 
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paid to CPLC).  Both Prestamos and CPLC properly accounted for those transactions in their 
separate financials.  See Exs. 7, 12.  
v. That CPLC and Prestamos Have Nearby Offices Is Irrelevant  
 
Bizarrely, Plaintiffs allege that CPLC and Prestamos occupy nearby but separate offices 
as a factor in support of their alter ego theory. SAC ¶ 7. Prestamos is not aware of any authority 
treating two entities as alter egos simply because their unshared offices are near one another.  To 
the contrary, authority in this District holds that sharing offices in the same building complex is 
not even sufficient to establish alter ego personal jurisdiction.  See, e.g., Sheet Metal Workers’ Int’l 
Ass’n Local Union No. 19 v. Main Line Mech., Inc., No. 11-1025, 2013 U.S. Dist. LEXIS 32008, 
at *16, 19 (E.D. Pa. Mar. 7, 2013) (holding that two companies that maintained offices in same 
building complex but never shared an office were not alter egos).   
3. Jurisdictional Discovery Showed That Other Factors Do Not Weigh in 
Favor of Exercising Personal Jurisdiction Over CPLC. 
The SAC does not speak to several other factors of the jurisdictional analysis.  Even if it 
did, jurisdictional discovery has shown that evaluation of the additional factors do not weigh in 
favor of alter ego jurisdiction. 
 
Ownership of stock.  CPLC is the sole member of Prestamos, an LLC.  Ex. 4 at 5; 
Ex. 5, at Section 2.3.  As Prestamos’s Operating Agreement shows, CPLC 
established Prestamos as a “financing entity, providing products and development 
services to underserved residents of the community.”  Id. at 1.3.  Prestamos 
performs functions (i.e., community lending) that CPLC cannot.  Nothing about the 
relationship evidences that Prestamos is an alter ego; rather, the operating 
agreement and other facts elicited in  discovery (e.g., separately audited financials, 
separate accounts, documented intercompany transactions, arms-length ISAs, see 
supra) show the close observance of corporate formalities.  
 
“Integrated Sales System.”  Plaintiffs have no evidence that CPLC and Prestamos 
have an “integrated sales system.”   
 
Subsidiary Performance of Parent Business Functions.  The SAC contains no 
allegations that Prestamos performs the work of CPLC.  Prestamos is a CDFI 
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certified by the U.S. Department of Treasury and an SBA-approved lender.  CPLC 
is neither, and does not issue loans. 
 
Marketing Arm or Exclusive Distributor.  Plaintiffs do not and cannot allege that 
Prestamos is marketing arm or exclusive distributor of CPLC.  
The factors for alter ego liability, which can also inform jurisdiction, also show that 
Prestamos is not the alter ego of CPLC. 
 
Gross undercapitalization; insolvency.  Plaintiffs have not alleged that Prestamos 
is undercapitalized or insolvent; nor has discovery shown otherwise.  For 
example, Prestamos’s audited financials during the putative class period show that 
it reported total assets in excess of its total liabilities.  Id. at PRESTAMOS-
00296766-67.  It is indisputable that Prestamos is fully solvent.  Notably absent 
from the SAC is any allegation that Prestamos is a sham entity. 
 
 
Failure to observe corporate formalities; absence of corporate records.  Plaintiffs 
have not (and cannot) allege that Prestamos and CPLC have failed to observe 
corporate formalities. Both organizations have properly observed corporate 
formalities by having separate boards, separate management and separate accounts.  
Ex. 5, at Section 3.1; Chen Decl. Exs. 1, 2 (intercompany transfers for July 2019 to 
June 2022); Nunez Tr., at 26 (ISA service fees are recorded in consolidated 
financials under heading entitled Administrative Costs). 
 
Nonfunctioning of corporate officers/directors.  Plaintiffs do not allege that 
Prestamos has officers and directors who perform no functions for Prestamos. 
 
Non-payment of dividends; siphoning of funds from the debtor.  The failure to 
pay dividends and siphoning funds through other means typically weighs in favor 
of personal jurisdiction.  Plaintiffs have not alleged that CPLC “siphons funds” 
from Prestamos.  All transactions between the entities are properly documented, 
and printouts of the intercompany transfers from have been produced to Plaintiffs 
for the relevant time period.  Nunez Exs. 1, 2.  Here, Prestamos reimburses CPLC 
for services and pays dividends, which is another indication that they are observing 
corporate formalities.  Nunez Tr., at 67-68 (
 
). 
* * * 
 
Plaintiffs’ theory fails to establish alter ego jurisdiction “because it fails to demonstrate the 
corporate parents’ actual control over the daily affairs of the daily affairs of their subsidiaries.” In 
re Chocolate, 602 F. Supp. 2d at 571; see also In re Enter. Rent-A-Car, 735 F. Supp. 2d at 324 (no 
alter ego jurisdiction despite parent owning all of subsidiary’s stock, having overlapping directors, 
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and using common marketing imaging, logos, and an integrated sales system, because none of 
these showed that the parent exercised “any control over the internal workings or day-to-day 
operations of its subsidiaries” (citation omitted)); Reynolds, 2020 U.S. Dist. LEXIS 33163, at *11 
(finding that entities “operate as a single brand with common corporate control,” but that such 
evidence “is not enough to overcome the presumption that wholly-owned subsidiaries are separate 
and distinct from their parent companies”).  The SAC allegations do not justify hauling CPLC into 
a foreign court and do not plausibly show how CPLC could be liable for any of Prestamos’s 
conduct. CPLC should be dismissed from the case. 
B. If the Court Exercises Personal Jurisdiction Over CPLC, the Court Should 
Dismiss the Unjust Enrichment Claim Against CPLC 
  
Plaintiffs bring a catch-all claim for unjust enrichment against only CPLC “in the 
alternative, to the extent Plaintiffs’ breach of contract and California state law claims fail to 
adequately compensate Plaintiffs and the members of the National Class and California Subclass 
. . . .” SAC ¶ 305.  The claim should be dismissed for several reasons. 
  
As an initial matter, this Court previously “dismisse[d] Plaintiffs’ claims to the extent they 
arise in states where no Named Plaintiff resides/resided or was injured.”  ECF 56 at 14.  Thus, 
Plaintiffs are precluded from bringing not only nationwide breach-of-contract claims against 
CPLC, but also nationwide unjust enrichment claims. 
  
To the extent Plaintiffs attempt to state a narrower, multijurisdictional claim for unjust 
enrichment, it must be dismissed insofar as they “fail to link their claim to the law of any particular 
state,” as “[u]njust enrichment is not a catch-all claim existing within the narrow scope of federal 
common law . . . . [n]or [would an] assertion that the elements of unjust enrichment claims are 
substantially identical across all fifty states save the plaintiffs’ claim.”  In re Wellbutrin XL 
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Antitrust Litig., 260 F.R.D. 143, 167 (E.D. Pa. 2009) (dismissing catch-all unjust enrichment 
claim).   
If Plaintiffs’ vague reference to “California state law” in paragraph 305 was meant to allege 
unjust enrichment under California law, they fail to state a claim because “California does not 
recognize a cause of action for unjust enrichment.”  Hooked Media Group, Inc. v. Apple Inc., 55 
Cal. App. 5th 323, 336 (2020).  Courts that indulge California unjust enrichment claims as a theory 
of recovery look to viability of the underlying claim.  Sheet Metal Workers Local 441 Health & 
Welfare Plan v. GlaxoSmithKline, PLC, 737 F. Supp. 2d 380, 431 (E.D. Pa. 2010).  Here, the 
underlying California-specific claim as against CPLC—violation of California’s Unfair 
Competition Law—was already dismissed by the Court.  ECF No. 56 at 29.  Further, the form of 
restitution Plaintiffs seeks—disgorgement into a common fund or constructive trust for the benefit 
of Plaintiffs and putative class members, SAC ¶ 313—is one the California UCL expressly 
prohibits. See Sheet Metal Workers, 737 F. Supp. 2d at 431. 
  
Even if Plaintiffs’ multijurisdictional “catch-all” claim were cognizable, it fails to satisfy 
any conventional elements of unjust enrichment, i.e., that Plaintiffs conferred a benefit directly or 
indirectly upon CPLC,5 or that CPLC received a benefit that belonged or should have been 
                                                 
5  
Fid. Nat’l Title Ins. Co. v. Assurance Abstract Corp., No. 18-1332, 2019 U.S. Dist. LEXIS 
63792, at *7 (E.D. Pa. Apr. 12, 2019) (dismissing unjust enrichment claim for failure to allege 
benefits conferred on defendant by claiming; rejecting argument that “benefit” was a fee paid by 
third party); see also Jackson Cty. v. Merscorp, Inc., 915 F. Supp. 2d 1064, 1069–71 (W.D. Mo. 
2013) (dismissing unjust enrichment claim for failure to allege that plaintiff conferred a benefit on 
the defendant);  Hoffer v. Cooper Wiring Devices, Inc., 06CV763, 2007 U.S. Dist. LEXIS 42871, 
at *10 (N.D. Ohio June 13, 2007) (same); Baker v. Trans Union LLC, No. 07-8032, 2008 U.S. Dist. 
LEXIS 44339, at *6 (D. Ariz. June 4, 2008) (same); Gremp v. Ramsey, No. 08-558, 2009 U.S. Dist. 
LEXIS 2351, at *25–26 (W.D. Wash. Jan. 14, 2009) (same); Herrera v. Toyota Motor Sales, U.S.A., 
No. 10-924, 2010 U.S. Dist. LEXIS 95399, at *5–6 (D. Nev. Aug. 23, 2010) (same); see also May 
v. Coffey, 2007 Conn. Super. LEXIS 877, at *25 (Super. Ct. Mar. 30, 2007)) (dismissing  unjust 
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transferred to Plaintiffs.6  Plaintiffs allege that CPLC unjustly benefited because Prestamos 
received PPP “loan processing fees” from the SBA, see SAC ¶ 308.  But such fees would have 
neither come from nor belonged to Plaintiffs.  Nor have Plaintiffs adequately alleged that 
Prestamos improperly received or retained loan processing fees; the SAC makes accusations 
without any regard for the terms upon which SBA pays processing fees to lenders.  See, e.g., SBA 
Procedural Notice No. 5000-20091, at 7, n.5 (“If the Lender has received a processing fee on a 
loan that was cancelled . . .  SBA will not require the Lender to repay the processing fee unless the 
Lender is found guilty of an act of fraud in connection with the PPP loan.”).  To the extent Plaintiffs 
attempt to recast the SAC as alleging fraudulent conduct, they would fail.  This Court previously 
found, with respect to state law claims that were dismissed against Prestamos, that the SAC failed 
to allege “unfair” or “deceptive acts.”  See ECF 56 at 31 (regarding fraud claim, “the SAC makes 
no substantive factual averments that Prestamos did anything beyond fail to perform in a 
contract.”). 
 
Moreover, Plaintiffs have not alleged any benefit that Plaintiffs conferred on CPLC.  See 
generally, SAC.  Even if Plaintiffs plausibly alleged that they conferred a benefit on Prestamos, 
which they have not, Plaintiffs still cannot plausibly allege that they conferred a benefit on CPLC.  
Plaintiffs attempt to demonstrate that they conferred a benefit on CPLC by asserting that Prestamos 
“upstreamed” PPP loan processing fees to CPLC.  See, e.g., SAC ¶ 35.  CPLC’s receipt of 
dividends from Prestamos does not support an unjust enrichment claim directed at CPLC.  See 
                                                 
enrichment claim because “if defendants were unjustly enriched, it was at the expense of the 
corporation,” not individual plaintiff). 
 
6  
See, e.g., Nat’l Am. Ins. Co. v. Ind. Lumbermens Mut. Ins. Co., No. 99-2637, 2000 U.S. 
App. LEXIS 16235, at *7-8 (7th Cir. July 11, 2000) (Illinois law) when third-party is source of 
benefit, requiring the plaintiffs to show that “the benefit should have been given to the plaintiffs”). 
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e.g., Canfield v. Statoil USA Onshore Props., No. 3:16-0085, 2017 U.S. Dist. LEXIS 40870, at 
*82 (M.D. Pa. Mar. 22, 2017) (“A person who has conferred a benefit upon another as the 
performance of a contract with a third person is not entitled to restitution from the other merely 
because of the failure of performance by the third person” (quoting Restatement (First) of 
Restitution § 1 cmt. b.)).  Prestamos’s transfer of dividends to CPLC does not enable Plaintiffs’ 
their purported losses from Prestamos to CPLC.  See id. at *83 (dismissing unjust enrichment claim 
with prejudice and holding that plaintiff cannot shift the loss suffered due to a subsidiary’s breach 
onto another related entity). 
  
Lastly, Plaintiffs also do not allege unjust enrichment in the alternative to an enforceable 
contract: they simply seek recovery in unjust enrichment in the event their underlying claims yield 
an insufficient judgment.  SAC ¶ 305 (alleging unjust enrichment to the extent underlying claims 
“fail to adequately compensate Plaintiffs” and putative class members).  This too, is fatal to the 
claim.  See Klein v. Chevron USA, Inc., 202 Cal. App. 4th 1342, 1389 (2012) (holding that recovery 
in unjust enrichment is precluded where “plaintiffs’ breach of contract claim pleaded the existence 
of an enforceable agreement and their unjust enrichment claim did not deny the existence or 
enforceability of that agreement”).  
CONCLUSION 
For the foregoing reasons, Defendant CPLC respectfully requests that the Court dismiss 
CPLC from this action. 
 
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Dated: October 13, 2023 
 
 
By: /s/ Marcel S. Pratt 
 
Marcel S. Pratt (Pa. ID 307483 ) 
Timothy D. Katsiff (Pa. ID 75490) 
Thomas J. Gallagher IV (Pa. ID 316269) 
Alexa L. Levy (Pa. ID 327973) 
BALLARD SPAHR LLP 
1735 Market Street, 51st Floor 
Philadelphia, PA 19103 
T: 215-665-8500 
F: 215-864-8999 
PrattM@ballardspahr.com 
KatsiffT@ballardspahr.com 
GallagherT@ballardspahr.com 
LevyA@ballardspahr.com 
 
HERRERA ARELLANO LLP 
Roy Herrera (admitted pro hac vice)  
Daniel A. Arellano (admitted pro hac vice) 
Jillian Andrews (admitted pro hac vice) 
Austin T. Marshall (admitted pro hac vice) 
1001 North Central Avenue, Suite 404 
Phoenix, AZ 85004 
T: 602-567-4820 
Roy@ha-firm.com 
Daniel@ha-firm.com 
Jillian@ha-firm.com 
Austin@ha-firm.com 
 
Attorneys for Defendants 
 
 
 
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CERTIFICATE OF SERVICE 
 
 
I, Marcel S. Pratt, hereby certify that on this 13th day of October 2023, I caused a copy of 
the foregoing Defendant Chicanos Por La Causa’s Motion to Dismiss Plaintiffs’ Second Amended 
Complaint and accompanying papers to be served on all counsel of record via the Court’s ECF 
system. 
 
 
 
 
s/ Marcel S. Pratt 
 
 
 
 
 
 
Marcel S. Pratt  
 
Case 5:21-cv-04337-JMG     Document 84-1     Filed 10/13/23     Page 24 of 24

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