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Exhibit A - Ruling of Pa. Supreme Court, Hangey v.… — Marshall Prestamos (Dkt. 91.1)
No. 5:21-cv-04337-JMG · Doc. 91-1 · Docket on CourtListener
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Exhibit A, Document 91-1 in case No. 5:21-cv-04337-JMG, filed November 27, 2023, is a Westlaw copy of the Supreme Court of Pennsylvania's opinion in Hangey v. Husqvarna Professional Products, Inc., No. 14 EAP 2022, 2023 WL 8102730, decided November 22, 2023. The cover page states it is offered as supplemental authority relevant to defendant Chicanos Por La Causa, Inc.'s pending renewed motion to dismiss (ECF No. 84). The opinion, by Justice Dougherty, addresses whether Husqvarna Professional Products, Inc. regularly conducts business in Philadelphia County for venue under Pa.R.C.P. 2179(a), where the trial court found about 0.005% of its national revenue came from that county. The court affirms the Superior Court and holds venue properly lies in Philadelphia County. The 25-page exhibit closes with a dissenting opinion.
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Case 5:21-cv-04337-JMG Document 91-1 Filed 11/27/23 Page 1 of 25
EXHIBIT A
(Ruling of Pa. Supreme Court, Hangey v. Husqvarna Professional Products, Inc., No. 14
EAP 2022, --- A.3d ---, 2023 WL 8102730 (Pa. Nov. 22, 2023), as supplemental authority
relevant to defendant Chicanos Por La Causa, Inc.’s pending renewed motion to dismiss
(ECF No. 84))
Case 5:21-cv-04337-JMG Document 91-1
RONALD SCOTT HANGEY AND ROSEMARY HANGEY H/W,..., --- A.3d ---- (2023)
Filed 11/27/23 Page 2 of 25
Appellees, Ronald and Rosemary Hangey (“the Hangeys”),
2023 WL 8102730 commenced this action on March 10, 2017, filing a civil
Only the Westlaw citation is currently available. complaint in the Court of Common Pleas of Philadelphia
Supreme Court of Pennsylvania. County against defendants Husqvarna Professional Products,
Inc. (“HPP”), Husqvarna Group, and Trumbauer's Lawn
RONALD SCOTT HANGEY AND and Recreation, Inc. (collectively, “appellants”). HPP
ROSEMARY HANGEY H/W, Appellees filed preliminary objections, arguing, inter alia, venue
v. was improper in Philadelphia County. See HPP's Prelim.
Objections, 3/30/17 at 3. On April 10, 2017, the Hangeys
HUSQVARNA PROFESSIONAL PRODUCTS,
filed an amended complaint, adding two more defendants,
INC., HUSQVARNA GROUP, HUSQVARNA
Husqvarna U.S. Holding, Inc., and Husqvarna AB.
U.S. HOLDING, INC., HUSQVARNA
AB, AND TRUMBAUER'S LAWN The amended complaint raised claims sounding in
AND RECREATION, INC., Appellants negligence, strict liability, and loss of consortium, and it
alleged the following facts: On or about May 16, 2013,
No. 14 EAP 2022
Mr. Hangey purchased a Husqvarna riding lawnmower from
|
Trumbauer's in Bucks County. On or about August 5, 2016,
ARGUED: March 8, 2023
Mr. Hangey was operating the lawnmower on his property
|
in Wayne County when he was thrown off the mower. The
DECIDED: NOVEMBER 22, 2023
mower proceeded to roll over Mr. Hangey's legs while its
Appeal from the Judgment of Superior Court entered on blades continued to move at a high speed. Mr. Hangey
March 8, 2021, at No. 3298 EDA 2017 reversing the Order suffered severe and catastrophic injuries to both of his legs.
entered on September 7, 2017, in the Court of Common Pleas, According to the amended complaint, the lawnmower was
Philadelphia County, Civil Division at No. 1015 March Term, defective and unreasonably dangerous because it lacked
2017. appropriate safety features, and the Hangeys sought damages
from appellants. See Am. Compl., 4/10/17 at 5-6.
TODD, C.J., DONOHUE, DOUGHERTY, WECHT,
MUNDY, BROBSON, JJ. HPP and Trumbauer each filed preliminary objections to the
amended complaint, again challenging venue in Philadelphia
County pursuant to Pennsylvania Rule of Civil Procedure
OPINION 2179(a), which lists the criteria for where venue is proper
against a corporation. See HPP's Prelim. Objections, 5/1/2017
JUSTICE DOUGHERTY at 6-8; Trumbauer's Prelim. Objections, 5/1/2017 at 6-8. Rule
2179(a) provides:
*1 In this case, the trial court transferred venue based on
a determination the corporate defendant did not regularly (a) General Rule. Except as otherwise provided by an
conduct business in Philadelphia County because only Act of Assembly or by subdivision (b) of this rule, a
0.005% of the company's total national revenue was personal action against a corporation or similar entity may
derived from that county. On appeal, the Superior Court be brought in and only in a county where
reversed, holding the trial court abused its discretion in
transferring venue. We granted discretionary review to (1) the registered office or principal place of business of
evaluate the Superior Court's determination, and now affirm. the corporation or similar entity is located;
For the reasons that follow, we hold venue properly lies in
(2) the corporation or similar entity regularly conducts
Philadelphia County.
business;
(3) the cause of action arose;
I. Factual and Procedural Background
(4) a transaction or occurrence took place out of which
the cause of action arose; or
© 2023 Thomson Reuters. No claim to original U.S. Government Works. 1
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Philadelphia. See id., citing John Trumbauer Aff. HPP is
(5) the property or a part of the property, which is the a Delaware Corporation with a principal place of business
subject matter of the action, is located provided that in Charlotte, North Carolina. See id., citing Jordan Baucom
equitable relief is sought with respect to the property. Aff. In 2016, HPP made approximately $1.4 billion in sales
revenue throughout the United States, of which $75,310
Pa.R.C.P. 2179(a). Focusing on subsection (a)(2), appellants
came from direct sales in Philadelphia County, amounting
argued neither of them regularly conducted business in
to about 0.005% of HPP's United States sales revenue in
Philadelphia County because neither was registered to do
2016. See id. Of those sales, about $69,700 came from DL
business in the county, utilized any warehouses or other
Electronics, Inc., a Husqvarna authorized dealer. See id.;
facilities there, had any addresses or telephone numbers
see also Hangey v. Husqvarna Prof'l Prods., Inc., 247 A.3d
there, owned any real property there, had any employees
1136, 1139 (Pa. Super. 2021) (en banc). Sales data from
or officers based there or residing there, or had entered
2014 and 2015 is substantially similar, as approximately
into any contracts with either Philadelphia County or
0.005% of HPP's United States sales revenue for those years
the City of Philadelphia. 1 See HPP's Memorandum in also came from direct sales in Philadelphia County. See
Support of Prelim. Objections, 5/1/2017 at 9; Trumbauer's Trial Court Op. at 2. Those revenue figures do not include
Memorandum in Support of Prelim. Objections, 5/1/2017 at revenue from sales of HPP products at “big box” retailers
9. Appellants requested the trial court transfer the case to like Lowe's, Home Depot, or Sears. See id. at 3. According
Wayne County but acknowledged venue may also lie in Bucks to John Stanfield, HPP's corporate representative deposed
and Montgomery Counties. Husqvarna U.S. Holding, Inc. and during discovery, HPP generally delivers its products to the
Husqvarna AB also filed preliminary objections, challenging big box retailers’ distribution centers, none of which are
personal jurisdiction. See Husqvarna U.S. Holding, Inc. in Philadelphia County. See id., citing Stanfield Dep. at
Prelim. Objections, 5/8/2017 at 7-8; Husqvarna AB Prelim. 31-34. Once HPP's products are delivered to those distribution
Objections, 7/5/2017 at 5-6. The trial court allowed the centers, the retailers alone decide where the products will
parties to conduct discovery relevant to venue and personal be offered for sale (including stores located in Philadelphia
jurisdiction, and after hearing oral argument on those issues
County). See id., citing Stanfield Aff. at 19. 2
on September 6, 2017, it dismissed defendants Husqvarna
U.S. Holding, Inc. and Husqvarna AB for lack of personal
2
jurisdiction. The trial court transferred the case against Although not mentioned by the trial court,
the remaining defendants to Bucks County, holding venue discovery revealed HPP maintains separate
improper in Philadelphia County. The Hangeys appealed, contracts with its authorized dealers. See Stanfield
challenging the venue determination only. Dep. at 108. The record also includes photographs
of Husqvarna products that, according to the
1 Hangeys, were taken at S&H Hardware, another
“Philadelphia County is coterminous with the City
authorized dealer in Philadelphia County. See Exs.
of Philadelphia[.]” Mount Airy #1, LLC v. Pa. Dep't
D & E to Plaintiffs’ Jurisdictional Interrogs. When
of Rev. & Eileen McNulty, 154 A.3d 268, 271 (Pa.
asked about the products in these photos, John
2016).
Stanfield testified, “I would have to assume that
*2 In its Rule 1925(a) opinion, the trial court initially recited if they're at S&H Hardware that [they were]
the facts revealed through the venue-related discovery. It distributed by [HPP].” Stanfield Dep. at 82.
explained defendant Husqvarna Group is a nonexistent entity
Addressing venue, the trial court explained it must be
used as a marketing device for a number of Husqvarna-
challenged by preliminary objection, and the defendant bears
branded corporate entities, including HPP. See Hangey v.
the burden of proving improper venue. See id. The court
Husqvarna Prof'l Prods., Inc., No. 17031015, slip op. at 2
explained Rule 2179 provides five scenarios in which venue
(C.P. Phila., Mar. 2, 2018) (“Trial Court Op.”), citing John
will be proper against a corporate entity, but here, the
Stanfield Dep., 8/30/17 at 55-56. Trumbauer attached to
only question is whether HPP regularly conducts business
its preliminary objections the affidavit of John Trumbauer,
in Philadelphia County under Rule 2179(a)(2). Pursuant to
its sole shareholder, in which he averred Trumbauer's
Pennsylvania Rule of Civil Procedure 1006(c), “[a]n action
principal place of business was in Quakertown, Bucks
to enforce a joint or joint and several liability against two
County; Philadelphia did not fall within Trumbauer's target
or more defendants ... may be brought against all defendants
market area; and it did not regularly conduct business in
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in any county in which the venue may be laid against any business was consummated in Philadelphia. See id. at 5-6,
one of the defendants ....” Pa.R.C.P. 1006(c). Thus, the court citing Canter, 231 A.2d at 143. Here, the court reasoned,
explained, “venue is proper in any county in which venue is the evidence showed in 2016, only $75,310 out of HPP's
proper as to any defendant[.]” Trial Court Op. at 4. 3 $1.393 billion in national revenue came from direct sales in
Philadelphia County, or about 0.005%. See id. at 6. The data
3 from 2014 and 2015 is similar. The trial court therefore held
The Hangeys did not argue Husqvarna Group
or Trumbauer independently satisfied the venue “[t]his de minimis amount of business, 1/100 th of the amount
requirements in Rule 2179; so long as venue could found sufficient in Canter, is not general and habitual.” Id. In
be laid against HPP in Philadelphia County, venue comparison, the court noted, HPP's direct sales within Bucks
was proper as to the other defendants pursuant to County comprised approximately 0.2% of HPP's revenue in
Rule 1006(c). 2016. See id., citing Stanfield Aff. at ¶22. The court also
calculated that if HPP's business were distributed evenly
The trial court recognized under this Court's decision in among the 3,141 counties in the United States, HPP would
Purcell v. Bryn Mawr Hosp., 579 A.2d 1282 (Pa. 1990), do 0.031% of its business in Philadelphia County; its actual
courts must perform a “quality-quantity” analysis, that is, business from 2014-2016 was only one-sixth of that amount.
evaluate both the quality and quantity of acts performed by
See id. at 6 n.2. 5 Thus, the trial court held HPP's activities
a corporation in the county to determine if it is regularly
in Philadelphia County failed the quantity prong, and it
conducting business there for purposes of Rule 2179(a)(2).
transferred the case to Bucks County. See id. at 6, 8.
See id. In Purcell, the Court explained “ ‘[q]uality of acts’
means ‘those directly, furthering or essential to, corporate
5
objects; they do not include incidental acts.’ Quantity means The trial court also rejected the Hangeys’ argument
those acts which are ‘so continuous and sufficient to be the court should consider the value of HPP
general or habitual.’ ” 579 A.2d at 1285, quoting Shambe v. merchandise sold in Philadelphia by the “big box”
Delaware & Hudson R.R. Co., 135 A. 755, 757 (Pa. 1927). retailers. It reasoned the products sold to the big
box retailers are delivered to their distribution
Applying this test to HPP's acts in Philadelphia County, the centers outside of Philadelphia County, and it is the
trial court first determined “there is no question [HPP's] retailers who determine how much HPP product
activities in Philadelphia satisfy the ‘quality’ prong of the (if any) is sold in stores located in Philadelphia
Purcell analysis.” Trial Court Op. at 5. It explained HPP is County. It therefore found the big box retailers are
in the business of distributing consumer outdoor products the ones selling the products within the county, not
(e.g., lawnmowers) to retailers, who then sell the products HPP. The court further distinguished Kitzinger v.
to consumers. 4 Because uncontested evidence shows HPP Gimbel Bros., Inc., 368 A.2d 333 (Pa. Super. 1976),
furthers this business objective by distributing products to two a case where the Superior Court held Pennsylvania
Philadelphia retailers, the trial court reasoned its activities courts had personal jurisdiction over a Hong Kong
satisfied the quality prong. See id. corporation that sold products to Gimbels because
the Hong Kong corporation knew the goods were
4 intended for use in Pennsylvania. See Trial Court
HPP does not manufacture the products it sells. See Op. at 7. By contrast here, the court reasoned, HPP
Trial Court Op. at 5 n.1. did not know where its products would go after
*3 The court held venue improper, however, because it it delivered the products to the big box retailers’
found HPP's activities in Philadelphia County did not satisfy distribution centers. See id.
the quantity prong. The trial court recognized our directives In an unpublished decision, a divided three-judge panel of the
in Purcell that “[a] single act is not enough,” and “each case
Superior Court reversed. 6 Appellants applied for reargument
must depend on its own facts.” Id., quoting Purcell, 579
en banc. The Superior Court granted the application and
A.2d at 1285. It then looked for guidance from Canter v.
American Honda Motor Corp., 231 A.2d 140 (Pa. 1967), withdrew the panel's opinion. The parties filed new briefs, 7
where this Court held the trial court had not abused its and an en banc panel of the Superior Court heard oral
discretion when it found venue was proper in Philadelphia arguments. On March 8, 2021, the en banc panel filed a
County where one to two percent of the defendant's total precedential opinion reversing the order of the trial court.
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Writing for the majority, 8 Judge McLaughlin began by overlooking the undisputed continuous, ongoing,
outlining the standard of review: and regularly recurring sales of Husqvarna
consumer products in Philadelphia County?”), the
We review an order granting or denying preliminary court ordered the parties to brief an additional
objections asserting improper venue for abuse of issue: “Whether the en banc Panel should
discretion. Zampana-Barry v. Donaghue, 921 A.2d 500, specifically adopt or overrule prior appellate
503 (Pa. Super. 2007). “A [p]laintiff's choice of forum is decisions involving the quantity prong of the venue
to be given great weight, and the burden is on the party analysis?” Superior Court Order, 7/9/19.
challenging the choice to show it was improper.” Fritz v.
8
Glen Mills Schools, 840 A.2d 1021, 1023 (Pa. Super. 2003) President Judge Panella and Judges Dubow,
.... “However, a plaintiff's choice of venue is not absolute Murray, and McCaffery joined the majority
or unassailable.” Id. ... “[I]f there exists any proper basis opinion. Judges Kunselman and Nichols concurred
for the trial court's decision to grant the petition to transfer in the result without opinion.
venue, the decision must stand.” Krosnowski v. Ward, 836 *4 The court explained its inquiry focused on whether
A.2d 143, 146 (Pa. Super. 2003) (en banc) .... HPP “regularly conducts business” for purposes of Rule
2179(a)(2). Id. at 1141. It emphasized that when the court is
Hangey, 247 A.3d at 1140 (some citations omitted).
determining whether venue is proper in a particular county,
“each case rests on its own facts,” id. at 1141, quoting
6 The majority opinion held the trial court abused Purcell, 579 A.2d at 1286, and explained “[t]he question is
its discretion in finding venue improper in whether the acts are being ‘regularly’ performed within the
Philadelphia County. The panel majority reasoned context of the particular business[,]” id., quoting Monaco v.
the trial court erred because it relied “almost Montgomery Cab Co., 208 A.2d 252, 256 (Pa. 1965). The
exclusively” on the percentage of HPP's business court elaborated that for venue determinations, “ ‘regularly’
occurring in Philadelphia County when addressing does not mean ‘principally,’ and a defendant ‘may perform
the quantity prong. See Hangey v. Husqvarna Prof'l acts “regularly” even though these acts make up a small part
Prods., Inc., 3298 EDA 2017, slip op. at 9-10 (Pa. of its total activities.’ ” Id., quoting Canter, 231 A.2d at
Super., Apr. 1, 2019) (unpublished memorandum) 142. In explaining the quantity prong of the quality-quantity
(withdrawn). It found venue was in fact proper venue test for Rule 2179(a)(2), the court stated, “[t]o satisfy
in Philadelphia County because HPP's contacts the quantity prong of this analysis, acts must be ‘sufficiently
with the county, which included selling $75,310 in continuous so as to be considered habitual.’ ” Id., quoting
products in 2016, most of which was through an Zampana-Barry, 921 A.2d at 504.
authorized dealer in Philadelphia, met the quantity
prong's requirements. See id. at 10. Judge Olson The Superior Court then acknowledged “Pennsylvania
dissented, relying primarily on the deferential appellate courts have often considered the percentage of
standard of review. See Hangey v. Husqvarna Prof'l overall business a defendant company conducts in a county to
Prods., Inc., 3298 EDA 2017, slip op. at 1-2 (Pa. determine if the quantity prong was met.” Id., citing Canter,
Super. Apr. 1, 2019) (Olson, J., dissenting) (“[i]f 231 A.2d at 143 (quantity prong met where only one to two
there exists any proper basis for the trial court's percent of the defendant's business came from the forum
decision to grant the petition to transfer venue, the county); Monaco, 208 A.2d at 256 (same, where five to
decision must stand”), quoting Krosnowski v. Ward, ten percent of taxicab company's fares were collected in
836 A.2d 143, 146 (Pa. Super. 2003) (en banc). the forum); Zampana-Barry, 921 A.2d at 506 (same, where
7 defendant law firm generated about three to five percent of its
In addition to considering the issue raised by the gross business revenue from cases in the forum). “However,”
Hangeys (“Did the trial court err as a matter the Superior Court clarified, “no court has stated that the
of law, and thereby abuse its discretion, in percentage of a defendant's business is the sole evidence
holding that [HPP] does not regularly conduct relevant to the ‘quantity’ analysis.” Id. (emphasis added).
business in Philadelphia County, merely because
the overwhelming majority of its sales in the Instead, the court explained, “courts must determine whether
United States have occurred elsewhere, thereby all the evidence presented, including the scope of the
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defendant's business, viewed in the context of the facts “considerable discretion” to determine the propriety of a
of the case, establish that a defendant's contacts with the particular venue and that an appellate court will not overturn
venue satisfy the quantity prong.” Id. It then distinguished the trial court's decision “so long as it is reasonable in
other Superior Court decisions where a small percentage view of the facts.” Id. (Stabile, J. dissenting) (citations
of business in a county did not satisfy the quantity prong, omitted). The dissent reasoned the trial court's finding that
explaining in those cases, “the [Superior] Court's core finding 0.005% of HPP's national sales revenue was de minimis
was that the contacts failed the quality prong of the venue test and therefore failed the quantity prong was reasonable and
and the cases often addressed defendants who were small and/ accorded with applicable Superior Court precedent. See id.
or local companies, not multi-billion-dollar corporations.” Id. at 1144, citing Singley, 851 A.2d at 203 (rejecting plaintiff's
at 1142 (emphasis in original), citing Singley v. Flier, 851 argument the quantity prong was satisfied and venue was
A.2d 200, 202-03 (Pa. Super. 2004); PECO Energy Co. v. properly laid in Philadelphia against Villanova University,
Philadelphia Suburban Water Co., 802 A.2d 666, 670 (Pa. whose campus is located in Delaware County, based on the
Super. 2002); Battuello v. Camelback Ski Corp., 598 A.2d fact Villanova offered three graduate level classes at the
1027, 1029-30 (Pa. Super. 1991). Philadelphia Naval Yard); PECO Energy, 802 A.2d at 670
(quantity prong unsatisfied where only 0.036% of defendant's
Thus, the court concluded the percentage of business standing water piping system was in Philadelphia and defendant had
alone “is not meaningful and is not determinative of the made a one-time purchase of 300,000 gallons of water from
‘quantity’ prong[,]” and the courts must look at all of the the City of Philadelphia, representing only 0.0007% of its
evidence in context against the nature of the defendant's water purchases over ten years); Battuello, 598 A.2d at
business and business activities in the venue. Id. at 1142. For 1028 (quantity prong unsatisfied where the defendant, a
instance, it explained, “[a] small or local business may do Monroe County ski resort, sent brochures and advertised
all of its work in just a few counties or even a single one, to Philadelphia residents and worked with a tour company
while a large business may span the entire nation. Indeed, the that regularly brought Philadelphia residents to its resort,
percentage of sales a multi-billion-dollar company makes in reasoning the business generated by the tour company was
a particular county will almost always be a tiny percentage of “far too small to qualify as ‘general or habitual’ ”).
its total sales.” Id.
Affording the trial court considerable discretion and
Considering the facts of this case, the Superior Court noted considering Singley, PECO Energy, and Battuello, the dissent
HPP is a multi-billion-dollar corporation with at least one concluded it could not deem the trial court's decision
authorized dealer in Philadelphia to which it delivered its unreasonable. See id. at 1145. The dissent acknowledged
products for sale. See id. It reasoned that even though HPP's cases like Monaco, Canter, and Zampana-Barry have found
sales in Philadelphia accounted for only 0.005% of its national the quantity prong satisfied where the defendant conducts a
sales, the dollar amount of those sales was $75,310 in 2016. comparatively small amount of its total business in the venue.
See id. Since these facts were relevant to whether HPP's It reasoned, however, those cases did not warrant a finding the
contacts satisfied the “quantity” prong of the Rule 2179(a) trial court here abused its discretion. The dissent suggested the
(2) analysis, the Superior Court held “the trial court erred deferential standard of review is likely due to the imprecise
in relying almost exclusively on evidence of the percentage standards for conducting a quality-quantity analysis. But “[a]
of defendant's business that occurred in Philadelphia when finding by an appellate court that it would have reached
addressing the quantity prong.” Id. at 1143. It further held that a different result than the trial court does not constitute a
“based on the totality of the evidence, HPP's contacts satisfied finding of an abuse of discretion.” Id., quoting Harman ex
the quantity prong of the venue test[,]” because “[i]ts contacts rel. Harman v. Borah, 756 A.2d 1116, 1123 (Pa. 2000). The
with Philadelphia — including having an authorized dealer in dissent believed the majority reversed the trial court simply
Philadelphia, and selling $75,310 worth of products through because it would have reached a different result. It concluded
that dealer in 2016 in Philadelphia — were ‘sufficiently that “[u]nder our existing jurisprudence, ... trial courts have
continuous so as to be considered habitual.’ ” Id., quoting discretion to assign great weight — even decisive weight
Zampana-Barry, 921 A.2d at 504. — to the fact that a defendant conducts a vanishingly small
percentage of its business in the plaintiff's chosen forum.”
*5 Judge Stabile filed a dissenting opinion, in which Judge Id. at 1146 (emphasis added). The dissent remarked “[i]f five
King joined. The dissent highlighted that trial courts have
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one-thousandths of a percent is sufficient to establish quantity, on points similar to a present-day venue analysis. It
it is difficult to imagine a percentage that is too small.” Id. explained, “[w]here a foreign corporation is doing
business in the state and has complied with the
Appellants petitioned this Court for allowance of appeal. On law as to registration, the place where the action
May 10, 2022, we granted allocatur on the following issues: is to be instituted in the state is a matter for our
Legislature to determine. The due process of the
(1) Whether the Superior Court committed legal error when Fourteenth Amendment in this respect does not
it held that a trial court employing the quality-quantity extend beyond the fact of doing business within
test for venue abuses its discretion by weighing the the state.” Shambe, 135 A. at 757. In fact, it
totality of the evidence presented and, in the absence noted “[p]laintiff might have brought his action in
of other evidence relevant to the analysis, finding that Luzerne [C]ounty, where the accident happened[.]”
0.005 percent of a defendant's total sales occurring in Id.
the forum county is de minimis and alone insufficient to
render venue proper[.] *6 The Shambe Court ultimately held the lawsuit was
improperly brought in Philadelphia County under a statute
(2) Whether the Superior Court failed to faithfully apply that allowed suit against a foreign corporation in any county
the [abuse of discretion] standard of review when it where the corporation was “doing business.” Id. at 757. The
reversed the trial court's decision sustaining Petitioners’ Court explained “[t]he essential elements which constitute
preliminary objections for improper venue, in the ‘doing business,’ as required by our laws, are the same as
absence of a finding that the trial court's decision was those necessary under the due-process clause of the federal
manifestly unreasonable, that the trial court failed to Constitution.” Id. It then listed as one of those elements that
apply the law, or that the trial court was motivated by “the business engaged in must be sufficient in quantity and
partiality, prejudice, bias, or ill-will[.] quality[.]” Id. The Court elaborated:
Hangey v. Husqvarna Prof'l Prods., Inc., 278 A.3d 301
(Table) (Pa. May 10, 2022).
The term ‘quality of acts’ means those
directly furthering, or essential to,
corporate objects; they do not include
II. Relevant Precedent incidental acts. ... By ‘quantity of acts’
is meant those which are so continuous
Because both parties rely heavily on Pennsylvania precedent, and sufficient to be termed general or
it is helpful to review the predominant cases before habitual. A single act is not enough. ...
proceeding. Moving chronologically, we begin by looking Each case must depend on its own
at the Court's 1927 opinion in Shambe, which involved facts, and must show that the essential
questions of personal jurisdiction (and venue 9 ) over a requirement of jurisdiction has been
foreign railroad company for a suit brought in Philadelphia complied with.
County. See 135 A. at 756. The company was registered
in Pennsylvania and operated a railroad in the northeast
section of the state, but it did not own tracks or roadbed in Id. at 757-58 (citations omitted). The Shambe Court
Philadelphia County. See id. The Court explained the railroad ultimately held the railroad company was not “doing
company rented rooms in a Philadelphia office building business” in Philadelphia County under the quality-quantity
for ten years, where it displayed the company's logo, used test. See id. at 758. It reasoned the railroad company's
its letterhead and stationery, and had a telephone in the activities were “the mere solicitation of business, [which,]
company's name. See id. Employees in those offices primarily without more, would not be ‘doing business.’ ” Id. (quotation
solicited freight; they did not actually handle any freight, bills and citation omitted).
of lading, or freight contracts. See id.
In 1944, the phrase “regularly conducts business” was first
9 added to our Rules of Civil Procedure with the adoption
While Shambe speaks in terms of jurisdiction and
does not use the word “venue,” its analysis touched of Rule 2179(a)(2). See Monaco, 208 A.2d at 255. The
Court's first case to squarely address the new Rule 2179(a)
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(2) was Law v. Atlantic Coast Line Railroad Co., 79 A.2d *7 The Monaco Court reiterated Shambe’s teaching that
252 (Pa. 1951), which involved facts substantially analogous “[e]ach case must depend on its own facts,” and explained
to those of Shambe: a foreign railroad company did not own it would not “overturn a lower court's determination that
or operate any railroad line, station, terminal, yard shop, or a corporation was not regularly conducting business in a
other transportation facilities in Pennsylvania, but had cars particular county when such conclusion [was] a reasonable
that traveled through Philadelphia and maintained passenger one in view of the facts.” Id. Nevertheless, the Court reversed
and freight offices for the purpose of soliciting business. the trial court's venue transfer, holding the taxicab company
Although the new “regularly conducts business” text was in regularly conducted business under the quality-quantity test.
effect under Rule 2179(a)(2), and the Court cited that rule, Addressing the quality prong first, the Court explained
Law did not quote the new language. Instead, observing the “[c]learly, the acts of driving into Philadelphia County at
facts were “almost identical” to those in Shambe and a United the request of customers and collecting fares there were acts
States Supreme Court case, Green v. Chicago, Burlington, directly essential to and in furtherance of corporate objects
and Quincy Railway Co., 205 U.S. 530 (1907), the Law and, therefore, were of sufficient quality.” Id. It then found
Court explained both decisions “held that the defendant could that “[j]ust as clearly, the acts were performed habitually
not be served within the County or State in question since and, therefore, were of sufficient quantity.” Id. The Court
it was not ‘doing business’ therein.” Law, 79 A.2d at 254 then cautioned “[i]t must be remembered that it is the word
(emphasis partially omitted). The Court reiterated the quality- ‘regularly’ which we are construing and not ‘principally.’ A
quantity test and ultimately held it was bound by Shambe. corporation may perform acts ‘regularly’ even [though] these
See id. at 255. Thus, it seems the Law Court addressed acts make up a small part of its total activities.” Id. Moreover,
venue together with jurisdictional questions, and it did so by we explained, “[n]or does ‘regularly’ necessarily mean ...
simply adopting Shambe’s analysis under the former “doing that the acts must be performed on a fixed schedule .... The
business” standard. 10 question is whether the acts are being ‘regularly’ performed
within the context of the particular business.” Id. 11
10
In fact, the Law Court framed the question as
11
“whether [the railroad] was ‘doing business’ within About six months after the Court decided Monaco,
the meaning of our decisions concerning service it further solidified its reliance on Shambe for
of process, and whether to sustain this suit would establishing venue under Rule 2179(a) in Botwinick
constitute an unreasonable burden on interstate v. Credit Exchange, Inc., where it cited Shambe
commerce in violation of Article I, Section 8 of the for the proposition that “ ‘[d]oing business’ within
Constitution of the United States.” Law, 79 A.2d at the state has a dual significance: (a) it is essential
253. to the exercise of any jurisdiction by the state
over a foreign corporation and (b) it is essential
Then, in Monaco, decided in 1965, the Court explicitly
in determining the appropriate venue for an action
applied the Shambe quality-quantity test to determine whether
against a foreign corporation.” 213 A.2d 349, 352
a corporation “regularly conducts business” for purposes of
(Pa. 1965) (emphasis in original).
a Pennsylvania venue analysis under Rule 2179(a)(2). See
208 A.2d at 256. The defendant in Monaco was a taxicab Two years later, we decided Canter, where a plaintiff
business sued in Philadelphia County. See id. Pursuant to its brought a product liability suit against Honda in Philadelphia
certificate from the Public Utility Commission, the taxicab County after he had a motorcycle accident in Montgomery
company was prohibited from picking up passengers in County. See 231 A.2d at 141. Honda joined the seller of the
Philadelphia County, but it was allowed to pick them up in motorcycle, Motor Sport, Inc., as a defendant. See id. Motor
Montgomery County and take them to Philadelphia County. Sport filed preliminary objections challenging venue under
See id. Between five and ten percent of the company's gross Rule 2179, arguing it did not regularly conduct business in
business derived from those rides that began in Montgomery Philadelphia County. See id. Honda deposed Motor Sport's
County and ended in Philadelphia County, meaning five to general manager and one of its stockholders. The deposition
ten percent of its fares were collected in Philadelphia County. established the facts that: Motor Sport had business locations
See id. in Montgomery and Delaware Counties; it never had a
business location in Philadelphia County; the nature of Motor
Sport's business was the selling and servicing of new and
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used automobiles, including motorcycles; and Motor Sport of its income from residents of Philadelphia County who went
advertised on local radio and in local newspapers in the to Bryn Mawr Hospital for treatment. See id. at 1283-84.
Philadelphia area. See id. The deponent estimated about 20%
of his total business “came from Philadelphia,” but when *8 On appeal, this Court reversed, finding venue was
questioned about actual sales taking place in Philadelphia, improper in Philadelphia County because the hospital did not
he said Motor Sport made some demonstrations of cars in meet the quality-quantity test. 12 We once again emphasized
Philadelphia and “perhaps some agreements of sale were that “each case rests on its own facts.” Id. at 1286. Under
signed in Philadelphia.” Id. The lower court found Motor these facts, we found the hospital's activity in Philadelphia
Sport's gross sales and service business were $3.7 million in did not meet the quality prong. We explained rotation and
1964 and $4.1 million in 1965. See id. However, the deponent use of medical personnel from the Philadelphia teaching
stated only “a very minor portion of his business, such as 1 or hospitals was “essentially an educational process” — the
2 percent, was consummated in the City of Philadelphia.” Id. relationship between the hospitals was “predicated upon
The trial court sustained Motor Sport's preliminary objection educational exchanges,” and did not constitute business
to venue. contacts for purposes of Rule 2179(a)(2). Id. at 1287. We
further reasoned the arrangements with the medical schools
On appeal, this Court held that under Monaco, Motor Sport's were “mere incidental contacts” and were not essential to the
“business activities as described[ ] were of sufficient quality, hospital, which had its own permanent staff that was capable
quantity and regularity as to constitute regularly conducting of treating patients alone. Id. Further, the mere purchase of
business.” Id. at 142-43. We found “[t]he acts of driving into supplies from Philadelphia merchants and advertisements in
Philadelphia to demonstrate cars and to consummate sales Philadelphia phone books and newspapers did not satisfy the
were acts directly essential to and in furtherance of corporate quality prong. See id. (“Mere solicitation of business in a
object[,]” satisfying the quality prong. Id. at 143. Analyzing particular county does not amount to conducting business.”).
the quality prong, we stressed it was the word “regularly” that
we were construing, and that “[a] corporation may perform 12 In doing so, we first rejected the hospital's
acts ‘regularly’ even though these acts make up a small part of
argument that Burdett Oxygen Co. v. I.R. Wolfe
its total activities.” Id., quoting Monaco, 208 A.2d at 256. We
& Sons, Inc., 249 A.2d 299 (Pa. 1969),
then held “1 to 2 percent of the total business was sufficient to
established a different “substantial relationship”
satisfy the test set up in Monaco as to quantity.” Id. The Court
test for evaluating whether a corporation regularly
therefore reversed the trial court's order changing venue. See
conducts business in a particular county. In Burdett,
id.
we held venue was proper in Montgomery County,
even though the corporation was bound by a
Most recently, in 1990, we addressed Rule 2179(a)(2)’s
contract that barred it from selling in that county.
“regularly conducts business” requirement in Purcell. In that
The Burdett Court reasoned “[c]onducting business
case, plaintiffs brought suit in Philadelphia County against
involves more than selling; certainly it cannot be
Bryn Mawr Hospital, which was located in Montgomery
denied that appellant was doing business when
County. See Purcell, 579 A.2d at 1283. The hospital
it purchased materials necessary to continue its
filed preliminary objections, seeking a transfer of venue.
distribution business.” Burdett Oxygen Co., 249
See id. The trial court overruled the objections, holding
A.2d at 301. It then rejected a distinction between
venue was proper under Rule 2179(a)(2). See id. The trial
“directly essential” transactions and “indirectly
court found the hospital regularly conducted business in
essential” transactions, finding the distinction “not
Philadelphia County based on the facts it: had contractual
in keeping with the rationale of Rule 2179, which
affiliations with residency programs of teaching hospitals
is ‘to permit a plaintiff to institute suit against
in Philadelphia; recruited and employed medical residents
the defendant in the county most convenient for
from those Philadelphia teaching hospitals to work at the
him and his witnesses and to assure that the
hospital in Montgomery County; purchased goods and
county selected had a substantial relationship
services from businesses in Philadelphia County; advertised
to the controversy between the parties and was
in the Philadelphia County Yellow Pages and White Pages;
thereby a proper forum to adjudicate the dispute.’
advertised in the Philadelphia Inquirer; and accepted a portion
” Id. at 302 (emphasis added). In Purcell, Bryn
Mawr Hospital argued Burdett created a venue
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test requiring a nexus between the corporation's venue as a reference point for sufficiency of the contacts
acts in the county and the underlying cause independent from continuousness. See id., citing, inter alia,
of action. See 579 A.2d at 1286. We rejected Singley, 851 A.2d at 203; PECO Energy Co., 802 A.2d at
that argument, and instead adopted the Superior 669-70; Battuello, 598 A.2d at 1030.
Court's reasoning that Burdett’s language “relates
to subdivision (a)(2) of Rule 2179 by requiring *9 Appellants argue the Superior Court departed from this
that the corporation which has been sued have well-established precedent when it stated the “percentage
sufficient connection to the county, rather than that of a company's overall business that it conducts in a given
the particular corporate acts which directly relate county, standing alone, is not meaningful[.]” Id. at 31, quoting
to the underlying cause of action have a sufficient Hangey, 247 A.3d at 1142. They posit business activity can
nexus to the county.” Id. (citation omitted). We be quantified in one of two ways: either (1) proportionally in
elaborated “ ‘[s]ubstantial relationship’ is nothing relation to the company's other business outside the county
more than synonymous language for minimum (i.e., the percentage of the company's total business); or
contacts which, in turn, bears directly on the (2) in a vacuum, without regard to business outside the
meaning of ‘regularly doing business.’ It furnishes county. According to appellants, cases like Monaco and
a complimentary interpretation of the quality- Canter establish the former method, proportionality, is the
quantity test and nothing more.” Id. proper way to measure business activity for purposes of the
quantity prong. See id. at 32-33. Relatedly, appellants argue,
the Superior Court erred when it conflated the continuous
III. Parties’ Arguments and sufficient elements of the quantity prong by holding
HPP's acts in Philadelphia County need only be “sufficiently
Appellants argue the Superior Court misapplied the quality-
continuous.” Id. at 33, citing Hangey, 247 A.3d at 1141.
quantity test and ask us to reverse its holding venue was
They argue the distinction is material, because under the
proper in Philadelphia County. They stress quality and
formulation requiring both continuity and sufficiency, the
quantity are two independent prongs and that under Monaco,
percentage of business occurring in the venue can be highly
the quantity prong requires the acts be “so continuous and
relevant to sufficiency but not very relevant to continuity.
sufficient to be termed general or habitual.” Appellants’
They also contest the Superior Court's view that a too-small
Brief at 24, quoting Monaco, 208 A.2d at 256 (emphasis in
percentage of total business means the quantity prong is not
original). According to appellants, this formulation prescribes
met, only where the quality prong is also unsatisfied. They
a two-part inquiry, as “[a]cts that are adequately ‘continuous’
note Monaco and Canter analyzed the quantity prong using
are not necessarily ‘sufficient,’ and vice versa.” Id. at 25.
the percentages of total business where the quality prong
was satisfied; and as the dissent below explained, quality
Relying on Monaco, Canter, and Purcell, appellants distill
and quantity are distinct, but the majority's reasoning would
our precedent as providing four foundational principles that
render the quantity prong irrelevant as quantity would always
underlie the quality-quantity test: (1) “[q]uality of acts means
follow quality.
those acts directly furthering or essential to the corporation's
existence; it does not include incidental acts which merely
Appellants next claim the Superior Court improperly
aid in the corporation's main purpose, e.g., advertising or
distinguished past cases where it found a small percentage
purchasing supplies”; (2) “[q]uantity means those acts which,
of business did not satisfy the quantity prong based on the
collectively, are so continuous and sufficient to be general
fact those cases involved small or local businesses, while
or habitual”; (3) “[c]ontinuity is established if the defendant's
HPP is a multi-billion-dollar company that conducts business
presence or operations in the county are habitual in the
throughout the United States. They argue the size of the
context of the particular business, or so prevalent as to be
company is irrelevant to which standard should be used
the equivalent of, e.g., exercising franchises there or having
in analyzing the quantity prong. Appellants maintain the
its property there more or less without interruption”; and
application of different tests based on the size of the corporate
(4) “[s]ufficiency is established if the business activities in
defendant has no basis in precedent and would violate
the forum county represent an adequate proportion of the
equal protection principles under both the United States and
defendants’ overall business activities.” Id. at 29. According
Pennsylvania Constitutions. See id. at 38-41, citing, inter
to appellants, Pennsylvania courts have consistently used the
alia, Louis K. Liggett Co. v. Lee, 288 U.S. 517, 536 (1933)
percentage of a company's total business occurring in the
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(“Unequal treatment and arbitrary discrimination ... between caution that failing to follow these dictates will chill and deter
different corporations, inconsistent with the declared object trial courts from exercising their discretion.
of the legislation, cannot be justified by the assumption[ ] that
a different classification for a wholly different purpose might *10 Appellants argue the Superior Court misapplied the
be valid.”). abuse of discretion standard because it simply substituted
its own judgment for that of the trial court. The Superior
Appellants further argue the Superior Court's decision has Court did not specify which of the three Harman criteria
proven unworkable. They warn affirming the opinion would it used to find an abuse of discretion, and according to
increase congestion and consumption of judicial resources appellant, none applies here. They argue the trial court did
in Pennsylvania's large urban centers. Appellants claim the not “fail to apply the law,” since the trial court applied the
courts of common pleas have been reluctant to sustain valid required quality-quantity test. Id. at 57. Appellants contend
preliminary objections for improper venue in an attempt to the Superior Court simply disagreed with how the trial court
follow the Superior Court's opinion in this case. They further weighed the evidence. They also note the Superior Court
believe the Superior Court itself has struggled to faithfully made no finding the trial court's decision was “manifestly
apply its own rule. See id. at 47-53, citing Hausmann v. Bernd, unreasonable, arbitrary, or capricious” or that the court “was
271 A.3d 486 (Pa. Super. 2022) (affirming trial court's finding motivated by partiality, prejudice, bias, or ill will.” Id. at 59,
of improper venue where company's percent of total business quoting Harman, 756 A.2d at 1123.
in Philadelphia County was .27%, which is 54 times greater
than the percent the en banc panel found satisfied the quantity Finally, appellants fault the Hangeys for failing to present
prong in this case). their own evidence to quantify HPP's transactions. They
further claim the trial court did not solely rely on the de
Moving on to their second issue, appellants argue the Superior minimis percentage of HPP's sales occurring in Philadelphia
Court failed to apply the proper abuse of discretion standard County and that the Superior Court did not identify any
of review. They recite: evidence the trial court ignored. Instead, they argue, “[t]he
trial court received and carefully considered the totality
of relevant evidence as to HPP's business contacts with
An abuse of discretion exists when the Philadelphia County, including but not limited to the lack of
trial court [1] has rendered a judgment daily operations in the county, the lack of a physical presence
that is manifestly unreasonable, there, the lack of employees there, and only a smattering of
arbitrary, or capricious, [2] has failed sales there.” Id. at 60.
to apply the law, or [3] was motivated
by partiality, prejudice, bias, or ill will. The Hangeys respond that the Superior Court correctly held
A finding by an appellate court that it the percentage of a corporate defendant's sales in the forum
would have reached a different result county is relevant to, but not dispositive of, the quantity
than the trial court does not constitute prong. They believe the trial court incorrectly held venue
a finding of an abuse of discretion. was improper because HPP's sales in the county were too
small compared to its total sales throughout the United
States. The Hangeys explain that even though the trial
Id. at 53, quoting Harman, 756 A.2d at 1123 (citations court acknowledged other evidence (that HPP's sales of its
omitted). Appellants elaborate, when “reviewing the trial consumer outdoor products in Philadelphia County totaled
court's exercise of discretion, it is improper for an appellate over $81,000 in 2014, over $69,000 in 2015, and over $75,000
court to ‘step[ ] into the shoes’ of the trial judge and review in 2016), it focused exclusively on the proportion of those
the evidence de novo.” Id. at 53-54, quoting Polett v. Pub. sales compared to HPP's $1.393 billion of total sales in the
Commc'ns, Inc., 126 A.3d 895, 924 (Pa. 2015). Specific to United States in 2016 — a mere 0.005%.
appeals from venue transfers, appellants note this Court has
stated if “there exists any proper basis for the trial court's The Hangeys further argue the trial court erred and abused
decision to transfer venue, the decision must stand.” Id. at 54, its discretion for several reasons. Primarily, neither this Court
nor the Superior Court has ever held the quantity analysis may
quoting Bratic v. Rubendall, 99 A.3d 1, 7 (Pa. 2014). They
be based solely on the percentage of a company's nationwide
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revenue earned in the forum county. Instead, that percentage position. See id. at 27-29, citing Iannetti v. Phila. Suburban
is but one of many factors. The Hangeys initially focus on Transp. Co., 61 Pa. D. &. C. 276, 278 (C.P. Phila. 1947)
Monaco, where the Court first applied Shambe’s quality- (venue over defendant bus company proper in Philadelphia
quantity test to the “regularly conducts business” text in County despite assertion “it does only an infinitesimal part of
Rule 2179(a)(2) and adopted Shambe’s language that “[b]y its business in Philadelphia”); Lallone v. Phila. Transp. Co.,
‘quantity of acts’ is meant those which are so continuous 61 Pa. D. & C. 248, 250 (C.P. Phila. 1948) (“The jurisdictional
and sufficient to be termed general or habitual. A single amenability of a corporation in these circumstances is not
act is not enough.” Hangeys’ Brief at 24, quoting Monaco, to be determined by the proportion of its business that it
208 A.2d at 256; Shambe, 135 A. at 757. 13 The Hangeys does in the county because the law has provided no basis of
further emphasize that in finding the taxicab company's determining it, but rather on a determination of whether or
acts in Philadelphia County “were performed habitually and, not it regularly conducts business in the county[.]”); Smerk
therefore, were of sufficient quantity[,]” the Monaco Court v. Phila. Suburban Transp. Co., 13 Pa. D. & C.2d 454, 456
instructed: (C.P. Phila. 1958) (rejecting venue challenge premised on
fact the company did not conduct a “substantial” portion of
its business in the county, stating “[i]f the rule required that
a corporation regularly conduct substantial business in the
It must be remembered that it
county, the rule would so state”).
is the word ‘regularly’ which we
are construing and not ‘principally.’
The Hangeys next argue Canter supports their position, and
A corporation may perform acts
claim it is especially significant because it is our only other
‘regularly’ even through these acts
case evaluating Rule 2179(a)(2) in a product liability action.
make up a small part of its
They note the Canter Court found venue proper where the
total activities. ... The question is
defendant automobile seller consummated only 1 or 2% of
whether the acts are being ‘regularly’
its business in Philadelphia, and its gross sales and service
performed within the context of the
business was $4.1 million in 1965. The Hangeys calculate it
particular business.
was possible fewer than sixteen of the company's automobile
sales occurred in Philadelphia County in 1965, explaining the
average cost of a new car that year was $2,650, and 1% of
Id. at 25-26, quoting Monaco, 208 A.2d at 256 (emphasis
its gross sales of $4.1 million would have equaled $41,000.
omitted).
The Hangeys emphasize that in finding the quantity prong
satisfied, the Canter Court reiterated that “[a] corporation
13
According to the Hangeys, in 1927 when Shambe may perform acts ‘regularly’ even though these acts make
was decided, the word “general” meant “not up a small part of its total activities.” Id. at 30, quoting
confined by specialization or careful limitation[,]” Canter, 231 A.2d at 143. They contend Canter, the only other
and the word “habitual” meant “occurring on a product liability case addressing venue under Rule 2179(a)
regular basis.” Hangeys’ Brief at 24-25 n.1, citing (2), required the conclusion HPP regularly conducts business
Merriam-Webster Online Dictionary; Lexico's in Philadelphia County.
Online Oxford English Dictionary.
*11 The Hangeys acknowledge that in Monaco, the fact five Turning to Purcell, the Hangeys recognize the Court found it
to ten percent of the company's taxi rides were completed irrelevant that Bryn Mawr Hospital advertised for patients in
in Philadelphia County did not establish the distance the Philadelphia, treated patients who resided in Philadelphia but
taxis traveled in the county compared to distance traveled traveled to the hospital in Montgomery County for treatment,
elsewhere, or even the percentage of overall revenue the had affiliations with residency programs of teaching hospitals
company earned for driving customers within the county. based in Philadelphia, and purchased goods and services
Nevertheless, they argue, the Court held the company from Philadelphia businesses. They stress Purcell’s holding
regularly conducted business in Philadelphia County based the hospital's contacts with Philadelphia failed to satisfy the
solely on where those rides ended. The Hangeys call attention quality and quantity prongs was based on the foregoing facts
to three Philadelphia Court of Common Pleas decisions the and did not involve “any discussion of sales percentages
Monaco Court cited approvingly, all of which support their whatsoever[.]” Id. at 33. 14
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to be parsed as though we are dealing with the language of
14 a statute.” Id. at 49, quoting Reiter v. Sonotone Corp., 442
The Hangeys also review the facts and reasoning
from Burdett along with a slew of Superior Court U.S. 330, 341 (1979). But, they note, the current edition of
decisions, arguing none of them precluded the Black's Law Dictionary defines “sufficient” as “[a]dequate;
lower courts from finding HPP regularly conducts of such quality, number, force, or value as is necessary for
business in Philadelphia County. See Hangeys’ a given purpose.” Id., quoting Sufficient, BLACK'S LAW
Brief at 31-32, 33-42, citing, inter alia, Lugo v. DICTIONARY (11th ed. 2019). They argue the Shambe
Farmers Pride, Inc., 967 A.2d 963, 971 (Pa. Super. and Monaco Courts’ use of the phrase “continuous and
2009) (quantity prong satisfied where defendant, sufficient” can be understood as asking whether the business
who operated a plant that rendered chickens and the defendant company conducts in a given county is both
produced meat products, sold products to brokers continuous and of the quality necessary to satisfy the
in Philadelphia County constituting less than 0.5% regularly conducts business test. Alternatively, they argue,
of its total premium chicken sales and about 1.9% even if those Courts intended for “sufficient” to mean
“adequate” or “enough,” that meaning still would not call for
of its total B grade product sales); Mathues v. Tim-
a comparison of sales within the forum county to nationwide
Bar Corp., 652 A.2d 349, 351 (Pa. Super. 1994)
sales.
(quantity prong unsatisfied where defendant's acts
in venue were “isolated and limited” and consisted
The Hangeys also refute appellants’ contention that
of only “two or three sales”).
considering the size of the company when analyzing the
The Hangeys argue appellants’ approach would substitute quantity prong violates equal protection principles. They
the trial judge's discretion with a simple math calculation. argue a company with regular and recurring sales in a forum
They characterize appellants’ argument pertaining to Canter county should qualify as regularly doing business within that
as imposing a one percent cutoff, which they contend is county, regardless of the company's size or its sales in other
arbitrary and not grounded in the case law. To meet that places. They therefore claim appellants’ equal protection
standard, the Hangeys observe HPP, whose annual sales in argument fails because large and small companies are treated
the United States exceed $1.3 billion dollars, would need to identically. Moreover, they assert the appellants waived this
make more than $13 million in a county to qualify as regularly argument by failing to raise it below or in their petition for
conducting business there. Further, they argue, relying solely allowance of appeal.
on such a percentage “can be misleading and useless.” Id. at
43. According to the Hangeys, a percentage could represent Regarding appellants’ argument the Superior Court's opinion
a small number of isolated sales of very expensive goods, or opens the floodgates of litigation in Pennsylvania's large
the same percentage could represent many regular sales of urban counties, the Hangeys maintain the ruling applies
cheaper goods; but in this case, the facts established HPP's equally to all counties. They insist there is nothing untoward
products are continuously offered for sale at two authorized about plaintiffs suing in the venues they believe will be
dealers and at big box stores in Philadelphia County. Thus, most advantageous to their cases, so long as the venue is
the Hangeys claim the sales of HPP products in Philadelphia proper under the rules. And, the Hangeys emphasize, Rule
are frequent and regularly recurring rather than isolated and 2179(a)(2) provides for venue in any county where a company
limited. They argue that although the percentage of total regularly conducts business, regardless of whether the cause
sales may be relevant in some cases, it has never been of action has a connection with the county. They argue
deemed legally determinative. They therefore argue the trial every company has control over where it regularly conducts
court abused its discretion because it was legal error to rely business, so if a company does not want to be subject to
almost exclusively on and assign dispositive weight to that suit in a particular county, it can refrain from regularly
percentage. conducting business there. Plus, they explain, even when
venue is established, principles of forum non conveniens
*12 The Hangeys dispute appellants’ criticism of the still allow a defendant to seek transfer to another county.
Superior Court for using the phrase “sufficiently continuous” But according to the Hangeys, HPP exposed itself to suit in
instead of “continuous and sufficient” when describing the Philadelphia County when it purposely allowed sales of HPP
requirements of the quantity prong. They raise doubts that products within the county through its authorized dealers.
there is any meaningful difference between the two phrases
and admonish that “the language of an opinion is not always
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The Hangeys assert the Superior Court's opinion is not cite our decision in Bratic v. Rubendall for the assertion that
unworkable. They note that in five of the six cases where “[i]f there exists any proper basis for the trial court's decision
the Superior Court has applied its opinion in this case, the to transfer venue, the decision must stand.” Appellants’ Reply
Superior Court has affirmed the trial courts’ venue rulings, 15 Brief at 1, quoting Bratic, 99 A.3d at 8 (Pa. 2014). They
and appellants’ argument the Superior Court's opinion is further argue that when a trial court applies the prescribed
unworkable is premised solely on their false assumption the test, mere disagreement with its outcome cannot establish an
percentage of total sales is dispositive. The Hangeys reiterate error of law; otherwise, abuse of discretion review would be
this Court's instruction in Purcell that “each case must depend indistinguishable from de novo review. Here, they assert, the
on its own facts.” Id. at 60, quoting Purcell, 579 A.2d at 1285. trial court applied the well-established quality-quantity test
and reached a reasonable conclusion based on the totality of
15 the evidence.
See Hangeys’ Brief at 60-61, citing Hausmann v.
Bernd, 271 A.3d 486 (Pa. Super. 2022) (affirming
Appellants believe it was the Superior Court that committed
transfer of venue); J.P. ex rel. Pinkston v. Sherman
legal error. They argue controlling law permitted the trial
St. Soccer, LLC, 2022 WL 419470 (Pa. Super. Feb.
court to consider the de minimis proportion of HPP's total
11, 2022) (same); Dibble v. Page Transp., Inc.,
business done in Philadelphia County, but there was no
2021 WL 5408725 (Pa. Super. Nov. 19, 2021)
singular basis for the court's decision. They claim the record
(same); Abdelaziz v. B. Braun Med. Inc., 2021 WL
included ample evidence of HPP's lack of business activities
3358760 (Pa. Super. Aug. 3, 2021) (same); Hall v.
in the county, and the Hangeys only point to HPP's $75,310
HPP, 2022 WL 2287020 (Pa. Super. June 24, 2022)
of local sales in 2016 as establishing regularity. Appellants
(affirming denial of challenge to venue); Almonte v.
contend the Hangeys fail to point to specific record evidence
ECN Staffing, Inc., 2021 WL 1502887 (Pa. Super.
that the trial court ignored and thus waived the argument.
Apr. 16, 2021) (reversing venue transfer finding
But even if not waived, appellants stress the record shows
defendant regularly conducted business in forum
HPP's Philadelphia County revenue was derived primarily
county).
from sales to just one independent retailer, and it contains no
*13 Turning to the second issue, the Hangeys argue the evidence of sales volume. They assert it was the Hangeys’
Superior Court properly found the trial court abused its burden to produce such evidence. See id. at 13, citing
discretion because its order transferring venue was predicated Hausmann, 271 A.3d at 493 (“once [the movants] properly
on a legally erroneous holding — that a corporation does raise the issue of venue and provide some evidence ... to dispel
not regularly conduct business in a particular county unless or rebut the plaintiff's choice, the burden shifts back to the
at least one percent of its nationwide sales is derived from party asserting proper venue”) (internal quotation and citation
that county. See id. at 63-64. They further argue the Superior omitted).
Court correctly concluded HPP regularly conducts business
in Philadelphia County because the record shows numerous, Appellants also challenge the Hangeys’ characterization of
continuous, and systematic sales of HPP products occurred the trial court applying a bright-line floor of one percent. They
within the county, notwithstanding the percentage of total claim nothing in the trial court's opinion suggests it would
sales. 16 have reached the same conclusion if HPP's Philadelphia
County sales fell just below one percent or that it would have
16 disregarded evidence of other relevant business activities.
The Pennsylvania Association for Justice wrote an
They argue that just because the trial court compared the
amicus curiae brief supporting affirmance, which
0.005% here to the 1-2% found satisfactory in Canter does
aligns with the Hangeys’ arguments. Specifically,
not mean the court applied a 1% cutoff. Instead, appellants
it notes “there is nothing talismanic about the
argue, the trial court deemed HPP's Philadelphia County sales
percentage of revenue generated in the forum
of insufficient quantity because they represented a truly de
county. What matters is the totality of the
minimis amount of HPP's sales. Appellants further argue
evidence.” Pa. Ass'n for Justice Amicus Brief at 5.
the Hangeys ignore the Superior Court's departure from
In their reply brief, appellants insist the Superior Court erred established law when it held the percentage alone could not
in finding an abuse of discretion. Emphasizing the latitude of be dispositive. They claim the Superior Court's reasoning “all
discretion afforded to trial courts in this context, appellants but precludes trial courts from assessing defendants’ local
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business activities in the context of their overall business[,]” PA have jointly filed a brief in support of
even though Monaco and its progeny endorse that method of reversal. Their brief largely echoes appellants’
quantifying a business. Id. at 18. positions, adding that the Superior Court's opinion
“undermines the purpose of [Rule 2179] ‘to
*14 Appellants add that the Hangeys’ interpretation of assure that the county selected ha[s] a substantial
“regularly conducts business” conflicts with the jurisdictional relationship to the controversy between the parties
nature of venue. See id. at 23, citing, inter alia, Purcell, 579 and was thereby a proper forum to adjudicate
A.2d at 1284 (Rule 2179(a)(2) “provides a theory of transient the dispute.’ ” U.S. Chamber of Commerce et
jurisdiction by counties in which the corporation is present by al. Amici Brief at 14, quoting Cty. Constr. Co.
virtue of its business activities or contacts”). They note that v. Livengood Constr. Corp., 142 A.2d 9, 13 (Pa.
in Shambe, which concerned personal jurisdiction, the Court 1958). Amicus Curiae Philadelphia Association
held the essential elements which constitute “doing business,” of Defense Counsel also wrote in support of
as required by our laws, are “the same as those ... necessary appellants, contributing an argument that the 1944
under the due[-]process clause of the federal Constitution.” addition of the word “regularly” to Rule 2179(a)
Id. at 24, quoting Shambe, 135 A. at 757, and citing Law, (2) was meant to curtail venue where a defendant
79 A.2d at 253-55 (“doing business” for venue purposes conducted only a de minimis amount of its business.
implicates the same inquiry as for personal jurisdiction). See Phila. Ass'n of Defense Counsel Amicus
Appellants consider federal personal jurisdiction cases to be Brief at 6-7. And like appellants, it urges us to
relevant support for their contention a defendant company's apply modern concepts of personal jurisdiction
business must be considered in the context of its overall to the venue context. See id. at 9-11, citing,
business, not just its local activity. See id. at 26-27, citing Int'l inter alia, Mallory v. Norfolk S. Ry. Co., 266
Shoe Co. v. Washington, 326 U.S. 310 (1945); and Daimler A.3d 542, 550 (Pa. 2021) (finding under federal
AG v. Bauman, 571 U.S. 117, 139 n.20 (2014) (“[T]he general general personal jurisdiction cases like Daimler, a
jurisdiction inquiry does not focus solely on the magnitude defendant's contacts must be “so continuous and
of the defendant's in-state contacts. ... General jurisdiction systematic as to render [it] essentially at home
instead calls for an appraisal of a corporation's activities in in the forum State”) (alterations, quotations, and
their entirety, nationwide and worldwide.”) (internal citation, citations omitted), rev'd, 600 U.S. 122 (2023)
quotation, and alteration omitted). (reversing our decision in Mallory after the parties
and amici submitted their briefs in this case).
Finally, appellants urge the Court to reject the Hangeys’
request for a “drastic” change in the law. Id. at 32.
They conclude the Superior Court misapplied the abuse of IV. Analysis
discretion standard of review because, “[w]here the record
The rules governing venue are prescribed in the Pennsylvania
showed no relevant and evidentially supported business
Rules of Civil Procedure. Pennsylvania Rule of Civil
activities in Philadelphia County apart from HPP's $75,310
Procedure 1006(d)(1) gives trial courts considerable
in annual sales to a few commercial customers, constituting
discretion to determine whether to grant a change of venue,
0.005% of HPP's total sales, ‘there was clearly a proper
and such a determination will not be disturbed on appeal
evidentiary basis’ for the trial court's conclusion, and it
absent an abuse of discretion. See Purcell, 579 A.2d at 1284.
thus ‘did not abuse its discretion in granting the motion
“An abuse of discretion is not merely an error of judgment,
transferring the case.’ ” Id. at 35, quoting Bratic, 99 A.3d at
but occurs only where the law is overridden or misapplied,
10. 17 or the judgment exercised is manifestly unreasonable, or the
result of partiality, prejudice, bias or ill will, as shown by the
17 evidence or the record.” Zappala v. Brandolini Prop. Mgmt.,
Amici Curiae the Chamber of Commerce of
the United States of America, the Pennsylvania Inc., 909 A.2d 1272, 1284 (Pa. 2006). An appellate court
Coalition for Civil Justice Reform, the cannot find an abuse of discretion simply because it might
Pennsylvania Chamber of Business and Industry, have reached a different conclusion; “[i]f there exists any
the National Federation of Independent Business, proper basis for the trial court's decision to transfer venue, the
the Pennsylvania Manufacturers Association, the decision must stand.” Id. When resolving questions of law,
Pennsylvania Medical Society, and Leadingage
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however, our standard of review is de novo and our scope is is meant those which are so continuous
plenary. See id. at 1280. and sufficient to be termed general or
habitual. A single act is not enough. ...
*15 Rule 1006(b) specifies actions against corporations and Each case must depend on its own
similar entities “may be brought in and only in the counties facts[.]
designated by” Rule 2179. Pa.R.Civ.P. 1006(b). Rule 2179, in
turn, as noted above, provides:
Shambe, 135 A. at 757-58; see also Monaco, 208 A.2d at
(a) General Rule. Except as otherwise provided by an
256. For the reasons below, we hold the trial court erred
Act of Assembly or by subdivision (b) of this rule, a
when applying the quantity prong, and therefore abused
personal action against a corporation or similar entity may
its discretion when it sustained appellants’ preliminary
be brought in and only in a county where
objections to venue and transferred the case to Bucks County.
(1) the registered office or principal place of business of
the corporation or similar entity is located; Preliminarily, we agree with the Superior Court that the
trial court in fact gave dispositive weight to the percentage
(2) the corporation or similar entity regularly of HPP's national revenue attributable to direct sales in
conducts business; Philadelphia County. The relevant portion of the trial court's
opinion stated:
(3) the cause of action arose;
With respect to the “quantity” prong, the Supreme Court
(4) a transaction or occurrence took place out of which instructed, “[a] single act is not enough, while each case
the cause of action arose; or must depend on its own facts.” Purcell, 579 A.2d at
1285. In the case of Canter[,] ... the Supreme Court held
(5) the property or a part of the property, which is the
the trial court did not abuse its discretion in holding
subject matter of the action, is located provided that
that doing 1% to 2% of the total business in a given
equitable relief is sought with respect to the property.
forum satisfies the quantity prong. Here, the evidence
Pa.R.Civ.P. 2179(a) (emphasis added). Additionally, in an of record shows that in 2016, only $75,310.00 out of
action to enforce joint and several liability against two or [HPP's] $1.393 billion national revenue came from direct
more defendants, venue may lie “against all defendants in any sales in Philadelphia County; this amounts to 0.005% of
county in which the venue may be laid against any one of [HPP's] annual revenue that is attributable to direct sales
the defendants[.]” Pa.R.Civ.P. 1006(c). The plaintiff generally in Philadelphia County. The figures from 2014 and 2015
gets to choose the forum “so long as the requirements are similar. This de minimis amount of business, 1/100th of
of personal and subject matter jurisdiction are satisfied.” the amount found sufficient in Canter, is not general and
Purcell, 579 A.2d at 1284. A party seeking a venue transfer habitual. Comparatively, [HPP's] direct sales within Bucks
therefore “bears the burden of proving that a change of venue County, where Plaintiffs purchased the subject lawnmower
is necessary[.]” Id. from [Trumbauer's], accounted for approximately 0.2% of
[HPP's] 2016 revenue.[ ] Affidavit of John Stanfield at ¶
As stated above, in evaluating whether a company “regularly 22. For these reasons, this Court finds [HPP's] activities
conducts business” in the forum county under Rule 2179(a) fail to satisfy the “quantity” prong of the Purcell analysis.
(2), courts are to perform the quality-quantity analysis first
*16 Trial Court Op. at 5-6 (emphasis added). The trial court
articulated in Shambe:
further explained if HPP's business were distributed evenly
among the 3,141 counties in the United States, HPP could
expect to do 0.031% of its business in each county. See id.
[T]he business engaged in must be
at 6 n.2. It determined HPP's actual business in Philadelphia
sufficient in quantity and quality ....
County represented one-sixth of that amount, i.e., 0.005%.
The term ‘quality of acts’ means those
See id.
directly furthering, or essential to,
corporate objects; they do not include
It is clear from this excerpt the trial court made its decision
incidental acts. ... By ‘quantity of acts’
based only on the percentage of HPP business conducted
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in Philadelphia County. Although the court acknowledged there more or less without interruption”; while “[s]ufficiency
the raw $75,310 revenue figure from 2016, it did so only is established if the business activities in the forum county
to calculate the percentage out of HPP's $1.393 billion in represent an adequate proportion of the defendants’ overall
national revenue. It used the 0.005% figure alone to reach business activities”).
the conclusion HPP conducted only a “de minimis amount
of business” in Philadelphia County. Id. at 6. Its reasoning *17 We have never held the word “sufficient” in the quantity
consisted solely of a comparison of that percentage to the prong requires a comparison to the company's overall national
percentages in Canter, HPP's sales in Bucks County, and the business. Appellants’ argument the word “continuous”
hypothetical mean percentage it calculated for all counties in encompasses the notion the acts could be deemed “habitual,”
the United States. And the trial court was explicit: it was “[f]or while the word “sufficient” means something completely
these reasons” HPP's “activities fail to satisfy the ‘quantity’ distinct from “continuous” (and therefore detached from
prong[.]” Id. Thus, even presuming the trial court considered “habitual”) presents a strained, unnatural reading of Shambe.
all evidence of record in making its determination, there is no Instead, we look at the quantity prong as a whole; we consider
ambiguity as to why the trial court found the quantity prong whether the acts are “continuous and sufficient” to the extent
unsatisfied: it considered 0.005% too low. they could be called “general or habitual.” Shambe, 135
A. at 757. Like the continuity requirement, the sufficiency
The trial court's reasoning conflicts with our precedent for a requirement is also related to the “general or habitual” nature
couple of reasons. Primarily, the percentage of a defendant of the acts.
corporation's national revenue derived in the forum county
is not alone sufficient to determine the corporation did not To clarify, the word “sufficient” in the quantity prong refers
“regularly conduct business” there for purposes of Rule to the acts deemed sufficient under the quality prong. It is
2179(a)(2). We have explicitly held, and we reaffirm here, those sufficient, quality acts that must be performed regularly
that “it is the word ‘regularly’ which we are construing and to satisfy the venue inquiry. As the Monaco Court explained,
not ‘principally.’ A corporation may perform acts ‘regularly’ “[c]learly, the acts of driving into Philadelphia County at
even though these acts make up a small part of its the request of customers and collecting fares there were acts
total activities.” Canter, 231 A.2d at 142, quoting Monaco, directly essential to and in furtherance of corporate objects
208 A.2d at 256 (emphasis added). Finding HPP's business and, therefore, were of sufficient quality. Just as clearly,
in Philadelphia County accounted for only 0.005% of its the acts were performed habitually and, therefore, were of
business nationally, the trial court determined HPP's business sufficient quantity.” 208 A.2d at 256 (emphasis added).
in Philadelphia County “ma[d]e up a small part of its total Thus, because the taxicab company's acts were of sufficient
activities.” Id. But, the court's use of that determination quality, and were performed on a regular basis, the quantity
— without more — to conclude the quantity prong was prong was satisfied. The quantity prong's requirements go to
unsatisfied directly contravenes our holdings in Monaco and recurrence and frequency of qualifying acts occurring within
Canter and was therefore legal error. the county, but the question of whether acts in a particular
county are “general or habitual” does not directly implicate
We likewise reject appellants’ argument the word “sufficient” comparisons to revenue generated elsewhere in the United
as used in Shambe’s articulation of the quantity prong — States. Again, we emphasize the crux of the court's inquiry is
acts “which are so continuous and sufficient to be termed regularity. See id. 18
general or habitual[,]” 135 A. at 757 — necessarily requires
the trial court to quantify a company's business in comparison 18 Appellants contend that disallowing sole reliance
to its total national business. Essentially, appellants isolate
on the percentage of national sales would be a
the phrase “continuous and sufficient” from the rest of
departure from our venue case law in this context,
the quotation in an attempt to impute a proportionality
which is historically related to general personal
threshold to the word “sufficient,” as distinct from the
jurisdiction principles. See Appellants’ Reply Brief
word “continuous.” See Appellants’ Brief at 29 (claiming
at 23-27, citing, inter alia, Daimler, 571 U.S. at
“[c]ontinuity is established if the defendant's presence or
139 n.20 (“General jurisdiction instead calls for
operations in the county are habitual in the context of the
an appraisal of a corporation's activities in their
particular business, or so prevalent as to be the equivalent
entirety, nationwide and worldwide.”) (internal
of, e.g., exercising franchises there or having its property
citation, quotation, and alteration omitted). We
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decline to import wholesale the evolving federal guarantees in the Fourteenth Amendment), venue
general personal jurisdiction principles to our analyses require our courts to determine which
venue caselaw under Rule 2179(a)(2). While there Pennsylvania county or counties would serve as
may be some opportunities to borrow rationale in an appropriate forum. See Purcell, 579 A.2d at
appropriate cases, see, e.g., Law, 79 A.2d at 253 1283 n.1. And while cases like Monaco and Canter
(citing International Shoe for the proposition mere used percentages, it appears the corporations in
solicitation does not establish ‘doing business’), those cases operated on a more local basis.
we must remember Shambe was decided before See Monaco, 208 A.2d at 256 (involving a cab
the High Court's seminal opinion in International company operating out of Montgomery County
Shoe. Notably, our quality-quantity test for venue and licensed by the Pennsylvania Public Utility
under Rule 2179(a)(2) has not changed since the Commission); Canter, 231 A.2d at 141 (involving a
Monaco Court adopted Shambe’s reasoning; we company that had its principal place of business and
have never applied the modern general personal registered office in Delaware County, along with
jurisdiction test from Daimler — that contacts another location in Montgomery County). Those
be “so ‘continuous and systematic’ as to render cases certainly did not establish a litmus test based
them essentially at home in the forum State,” on the percentage of national revenue.
Daimler, 571 U.S. at 127 (citation omitted) — *18 Indeed, viewed in isolation, the percentage of a
to the venue requirements in Rule 2179(a)(2). In company's total revenue derived from the forum county
fact, the footnote from Daimler that appellants cannot establish that the company does not regularly conduct
cite undercuts their argument, reasoning: “[a] business within that county. First, as the Superior Court
corporation that operates in many places can explained, “[a] small or local business may do all of its
scarcely be deemed at home in all of them. work in just a few counties or even a single one, while
Otherwise, ‘at home’ would be synonymous with a large business may span the entire nation. Indeed, the
‘doing business’ tests framed before specific percentage of sales a multi-billion-dollar company makes in
jurisdiction evolved in the United States.” Daimler, a particular county will almost always be a tiny percentage
571 U.S. at 139 n.20. In other words, the evolution of its total sales.” Hangey, 247 A.3d at 1142. If courts were
of specific personal jurisdiction in cases like to look at the percentage of sales only, a small business
International Shoe and its progeny has narrowed and a large business could theoretically conduct the exact
the previous conceptions of general personal same amount of business in the same county, and the small
jurisdiction under the old “doing business” tests in business could be subject to venue in the county while the
effect when Shambe was decided. What's more, the
large business is not. 19 It would be absurd for the courts
high court's recent holding in Mallory eliminates
to find one company is regularly conducting business while
the notion the due process clause allows for
another company is not regularly conducting business, even
general personal jurisdiction over a corporation
if the two companies were conducting the exact same amount
only where it could be considered “at home.” See
Mallory, 600 U.S. at 134-36 (finding Pennsylvania of business. 20 To hold otherwise would also undermine the
had general personal jurisdiction over Norfolk recognized purposes of Rule 2179(a), which was not only
Southern because it consented to suit in the meant to promote convenience for the litigants, but was also
Commonwealth by complying with our foreign meant to account for the relationship the forum's community
corporation registration laws). holds with the lawsuit. See Cty. Constr. Co., 142 A.2d at
Moreover, while not ruling them out as always 13; Purcell, 579 A.2d at 1286. Viewed from the perspective
obsolete, we question the degree of relevance of those in the forum county, two companies conducting
of the percentage of national revenue when the same amount of business can have the same impact on
determining questions of venue, which are distinct the community, regardless of whether one of the companies
from questions of personal jurisdiction. Unlike conducts substantially more business elsewhere.
personal jurisdiction (which implicates questions
of whether a court in a particular state may exercise 19
Or, as amicus the Pennsylvania Association for
its jurisdiction over the litigants and bind the parties Justice illustrates in a hypothetical: a new small
to its decision consistent with the due process business based in Beaver County could generate
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$50,000 in its first year from daily sales in not generate a lot of revenue. Shambe, 135 A. at 757; Monaco,
Allegheny County, which would account for a 208 A.2d at 256.
majority of its business that first year, such that it
regularly conducted business in Allegheny County. 21
The Purcell Court may have walked back the
But as time goes on, the company could see great
breadth of the rationale in Burdett that “certainly it
success and expand to sell millions nationwide.
cannot be denied that appellant was doing business
If it still sold only $50,000 in Allegheny County,
when it purchased materials necessary to continue
under the trial court's analysis, the same company
its distribution business.” 249 A.2d at 295; see
conducting the same amount of business may
Purcell, 579 A.2d at 1287 (holding “the mere
no longer be regularly conducting business in
purchase of hospital supplies from Philadelphia
Allegheny County, simply because its business
merchants cannot form a satisfactory rationale
grew elsewhere. See Pa. Ass'n for Justice Amicus
for conferring venue”). But despite its explicit
Brief at 7-8.
discussion of Burdett, Purcell did not overrule that
20 case or its concept that companies conduct business
For this reason, we reject appellants’ contention
that disallowing trial courts from considering only in ways other than just making sales. See Purcell,
a defendant company's percentage of national sales 579 A.2d at 1286-87.
from the forum county somehow violates equal *19 Of course, this is not to say the trial courts are prohibited
protection principles. See Appellants’ Brief at from considering the percentage of national revenue. But as
38-41. For companies of all sizes, courts must look explained, even if the court finds the percentage relevant
to other evidence to determine the regularity of in that particular case, it is simply a data point that must
the business acts. Any argument that companies of be considered in the context of the company as a whole to
all sizes must be subject to the same percentage determine regularity. For instance, in Monaco, there is no
threshold to satisfy equal protection incorrectly question the Court considered that “five to ten percent of [the
presupposes the percentage of sales alone can be taxicab company's] fares are collected in Philadelphia County
dispositive. For the reasons explained herein, it at the end of rides which involve driving a cab there.” 208
cannot. A.2d at 256. But its analysis continued, explaining, “[a]nd,
Another variable that could impact a company's percentage of course, the cab must be driven in Philadelphia County in
of sales in a particular county is its rate of success in order to return to Montgomery County, although it must be
that county. For instance, a company could have a brick- done without a passenger.” Id. The Court's analysis didn't
and-mortar location in the forum county that, for whatever hinge on the fact that five to ten percent of the company's
reason, does not do as well as the company's locations in overall revenue was collected in Philadelphia County; it
other counties. Perhaps that location has a poor manager, tied the amount of fares to the act of fare collection and,
or unmotivated employees, or is in an inaccessible part of more importantly, to the core business act of driving within
town. Or maybe the company sells merchandise that is not a the county, both before and after fare collection. Critically,
particular draw for the county's residents (e.g., lawnmowers the analysis was based on the regularity with which the
in an urban area with relatively few lawns). Yet day after cab company performed those acts. This is made clear in
day, the business opens its doors to prospective customers, Monaco’s ultimate statement of its holding:
offering its goods and services to those within the county.
A company can “regularly conduct business,” even if it is
not making a lot of money from that business. And to be Clearly, the acts of driving into
sure, there are ways to quantify the amount of business a Philadelphia County at the request
company conducts without reference to revenue. See Burdett, of customers and collecting fares
249 A.2d at 301 (“Conducting business involves more than there were acts directly essential
to and in furtherance of corporate
selling[.]”). 21 For instance, business can be measured in days
objects and, therefore, were of
out of the year a business is open to the public, in units of
sufficient quality. Just as clearly,
product sold, or in hours billed by employees. So long as
the acts were performed habitually
the business activities are not mere “incidental acts,” their
occurrences count toward the quantity prong even if they do
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and, therefore, were of sufficient business activities satisfied the quality-quantity test. See 231
quantity. A.2d at 142. Though the Court considered that only one
to two percent of Motor Sport's total business came from
Philadelphia County, that reasoning must be read in context.
Id. (emphasis added), citing Iannetti, 61 Pa. D. & C. at 278 First, in considering the quality prong, the Court did not
(rejecting defendant bus company's argument it conducted consider only the revenue derived: “[t]he acts of driving into
“only an infinitesimal part of its business” in Philadelphia Philadelphia to demonstrate cars and to consummate sales
County where it “not only collect[ed] fares but apparently were acts directly essential to and in furtherance of corporate
furnishe[d] service within the county directly to its patrons”); objects.” Id. at 143. Then, turning to the quantity prong,
and Lallone, 61 Pa. D. & C. at 250 (same; “[t]he jurisdictional the Court once again stressed it was concerned with the
amenability of a corporation in these circumstances is not regularity of the business acts, not their proportion out of
to be determined by the proportion of its business that it the total business: “we must consider the word ‘regularly,’
does in the county because the law has provided no basis of which we are construing. As we said in Monaco, and which
determining it, but rather on a determination of whether or not we repeat here, ‘[a] corporation may perform acts ‘regularly’
it regularly conducts business in the county”). even though these acts make up a small part of its total
activities.’ ” Id., quoting Monaco, 208 A.2d at 256. Only
Indeed, immediately after stating this holding, the Monaco then did the Canter Court conclude “1 to 2 percent of the
Court made clear it was not concerned with the size of the total business was sufficient to satisfy the test set up in
percentage: Monaco as to quantity.” Id. In other words, even though
only one to two percent of Motor Sport's gross sales came
from Philadelphia County, the quantity prong was satisfied
It must be remembered that it because the minuteness of the percentage did not matter. See
is the word ‘regularly’ which we id. at 142-43. All that mattered was the regularity with which
are construing and not ‘principally.’ Motor Sport was performing its business activity of coming
A corporation may perform acts into Philadelphia to demonstrate cars and make sales. See id.
‘regularly’ even through these acts at 143.
make up a small part of its total
activities. ... Nor does ‘regularly’ *20 What's more, the trial court's reasoning here was also
necessarily mean, as defendant legally erroneous to the extent it used the percentage in
contends, that the acts must be Canter as some sort of benchmark (even if it did not use
performed on a fixed schedule or, it as a strict cut-off). See Trial Court Op. at 5-6 (reviewing
when driving is involved, over a fixed the holding in Canter, evaluating the evidence here that
route. The question is whether the acts 0.005% of HPP's annual revenue is attributable to direct sales
are being ‘regularly’ performed within in Philadelphia County, and concluding “[t]his de minimis
the context of the particular business. amount of business, 1/100 th of the amount found sufficient
in Canter, is not general and habitual”). We have reaffirmed
time and again that “each case must depend on its own
Id., citing Smerk, 13 Pa. D. & C.2d at 456 (rejecting argument facts.” Purcell, 579 A.2d at 1285; Canter, 231 A.2d at 142;
defendant must conduct a “ ‘substantial’ portion” of its Monaco, 208 A.2d at 256; Shambe, 135 A. at 757-58. Just
business in the forum county). Thus, although the Court because one to two percent was sufficient in Canter does not
considered that “[f]rom five to ten percent of [the taxicab mean that a lesser percentage is insufficient here. 22 “The
company's] gross business” was derived from rides where question is whether the acts are being ‘regularly’ performed
fares were collected in Philadelphia County, its analysis was within the context of the particular business.” Monaco,
centered on the actual conduct that occurred in Philadelphia, 208 A.2d at 256 (emphasis added). Needless to say, Motor
not the magnitude of the revenue. Sport, a business operating out of Montgomery and Delaware
Counties that sold and serviced new and used automobiles
The same can be said of the Canter Court's use of a in the 1960s was an entirely different company than HPP,
percentage. In Canter, the Court quoted the reasoning and a multi-billion-dollar company that sells lawn equipment
holding in Monaco at length before determining Motor Sport's nationally more than fifty years after Canter was decided.
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While it is not clear that the trial court set a harsh one to the authorized dealers remained consistent. See Appellants’
percent floor as the Hangeys argue, its summary comparison Brief at 17 (explaining sales in Philadelphia County during
to the completely different business in Canter was just as those years averaged around $75,000 and over 81% of those
arbitrary. Thus, the trial court also erred when it held HPP's sales were to authorized dealer DL Electronics, Inc.); see
business was not general and habitual by relying on a simple also Stanfield Dep. at 49 (“The figures are almost exactly
comparison to Canter. the same for — or the percentages are almost exactly the
same for ‘14 and ‘15” as they were for 2016). HPP admitted
22 during venue discovery in 2017 that “since 2014 it has made
In fact, such reasoning is a logical fallacy called
sales to DL Electronics, Inc. and [S&H] Hardware and Supply
denying the antecedent. See, e.g., Kristen K.
Co.” in response to an interrogatory asking it to “[i]dentify
Robbins, Paradigm Lost: Recapturing Classical
any and all business relationships with any Philadelphia
Rhetoric to Validate Legal Reasoning, 27 VT. L.
County based company(ies) since the year 2000.” HPP's
REV. 483, 513-14 (2003) (“When a writer argues
Answers and Responses to Plaintiffs’ Jurisdictional Interrogs.
in the form of an ‘if, then’ clause, she is arguing
at 3 (specifying it interpreted the Hangeys’ use of the
that the truth of the antecedent (the ‘if’ clause)
term “business relationships” “to mean relationships with its
affirms the consequent (the ‘then’ clause).... Where
authorized dealers located in Philadelphia County”). When
the minor premise denies the existence of the
asked if there had been “any interruption in the sale of
antecedent, it is not valid to also deny the existence
[HPP] products being sold at S&H Hardware,” HPP did not
of the consequent.”) (footnote omitted). “If x, then
answer and instead raised objections as to the question's
y” does not necessarily mean “if not x, then not y.”
breadth, vagueness, and relevance, claiming the question
For all the foregoing reasons, we affirm the Superior Court's would be better directed to S&H Hardware. Id. at 5-6
holding that the trial court's reasoning was legally erroneous. (answering interrogatory 10 by reference to its objections in
We turn next to the Superior Court's determination that response to interrogatories 7 and 8). And John Stanfield stated
venue was proper because HPP regularly conducts business “[t]o the best of [his] knowledge” both DL Electronics and
in Philadelphia County. The Superior Court concluded that S&H Hardware were still authorized dealers in September
“based on the totality of the evidence, HPP's contacts satisfied 2017 at the time he sat for his deposition. Stanfield Dep.
the quantity prong of the venue test.” Hangey, 247 A.3d at at 42. The facts HPP maintained business relationships
1142-43 (citing the facts that HPP had an authorized dealer in with these authorized dealers, and year after year executed
Philadelphia and sold $75,310 worth of products through that consistent sales, tend to establish HPP's business activities in
dealer in 2016). We agree. Philadelphia County were “so continuous and sufficient to be
termed general or habitual.” Monaco, 208 A.2d at 256.
First, when analyzing the quality prong, the trial court held
“there is no question [HPP's] activities in Philadelphia satisfy *21 This likely conclusion becomes unavoidable when we
the ‘quality’ prong ....” Trial Court Op. at 5. It elaborated consider HPP's constant physical presence in Philadelphia
that HPP “is in the business of distributing consumer outdoor County. HPP entered into contracts with DL Electronics
products, such as lawnmowers, to retailers, who in turn sell and S&H Hardware to allow them to sell HPP products as
the products to consumers.” Id. The court then held HPP authorized dealers. See Stanfield Dep. at 108. HPP admits that
“furthers this business objective by distributing products to unlike the big-box retailers that handle their own distributions
two Philadelphia retailers[.]” Id. No party has challenged to multiple locations, its authorized dealers “typically do
these rulings on appeal. The record reflects those “two business at one specific location.” Stanfield Suppl. Aff. at ¶16.
Philadelphia retailers” are authorized dealers, DL Electronics, Forming and maintaining these relationships with businesses
Inc., and S&H Hardware and Supply Co., which have that have physical locations specifically in Philadelphia
physical, “specific place[s] of business” in Philadelphia County, and allowing them to stock, display, and sell
County. Stanfield Suppl. Aff. at ¶¶20-21. Notably, HPP HPP products in those physical locations on a day-to-day
maintains separate contracts with its authorized dealers. See basis, HPP has regularly performed its business activities
Stanfield Dep. at 108. in the county. And as explained supra, even if HPP's
products are collecting dust on the store shelves and HPP is
HPP has not produced any evidence that its business with its making relatively little money out of Philadelphia County,
authorized dealers was not regular. Appellants do not contest its business activities still satisfy the quantity prong when
that during the relevant time period, 2014 to 2016, HPP's sales
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we consider the regularity of those activities, as we must the party asserting proper venue”). We need not
under our precedent. See Monaco, 208 A.2d at 256 (“It address this argument. Even if we were to adopt
must be remembered that it is the word ‘regularly’ which such a burden-shifting framework, the appellants
we are construing[.]”). Obviously, HPP is at least trying would have had to produce enough evidence “to
to make sales in Philadelphia, regularly and continuously. dispel or rebut” the Hangeys’ choice of forum
As a matter of law, when a company maintains a constant before the burden would shift. Id. For the reasons
physical presence in the forum county to perform acts that provided throughout this opinion, appellants failed
are “directly[ ] furthering, or essential to, [its] corporate to do so.
objects[,]” even when it does so through an authorized dealer, 25
its business activities are necessarily “so continuous and Due to appellants’ failure to produce evidence
that HPP's business activities with its authorized
sufficient to be termed general or habitual.” Id. 23
dealers in Philadelphia were irregular for purposes
of the quantity prong, we respectfully disagree with
23 While we appreciate the dissenting opinion's the dissent's position that we should remand to
concern this portion of our opinion “could be the trial court. The trial court held “there is no
construed as holding that, as a matter of law, a question [HPP's] activities in Philadelphia satisfy
corporation's mere presence in a county is sufficient the ‘quality’ prong ....” Trial Court Op. at 5
to establish that venue is proper in that county[,]” (explaining HPP “is in the business of distributing
we respectfully disagree “mere presence” would consumer outdoor products ... to retailers, who in
satisfy this standard. Dissenting Opinion at 4 n.2. turn sell the products to consumers” and that “[t]he
Our holding is limited, speaking only to physical uncontroverted evidence shows [HPP] furthers
presences that are both constant (i.e., regular) and this business objective by distributing products to
which are directly furthering, or essential to its two Philadelphia retailers”). Appellants challenged
corporate objects (i.e., where the presence is used the quantity of those business activities only by
to perform quality acts). This opinion provides reference to the small percentage of HPP's total
a clarification of the quality-quantity analysis in nationwide sales made in Philadelphia County. See,
these circumstances; it does not water it down to e.g., HPP's Prelim. Objections, 5/1/2017 at 5, 8;
require mere presence only. Trumbauer's Prelim. Objections, 5/1/2017 at 5, 8.
Since the record is devoid of any evidence suggesting HPP's Appellants point to no other evidence to prove
products were not regularly available for sale at the authorized those activities in Philadelphia County are not
dealers’ stores, appellants have not met their “burden of performed regularly, and as the dissent agrees, the
proving that a change of venue is necessary[.]” Purcell, percentage of national sales alone is not sufficient.
See Dissenting Opinion at 1, 3. On the other
579 A.2d at 1284. 24 Indeed, the consistent sales numbers,
hand, as outlined above, there is record evidence
averments that DL Electronics and S&H Hardware were
HPP is regularly conducting business through its
HPP's authorized dealers since 2014, and failure to articulate
authorized dealers. Thus, in deciding this case, we
any interruption in the relationship between HPP and the
are not “assign[ing] weight to particular facts over
authorized dealers between 2014 and 2016 suggests the
others[.]” Id. at 4. There is nothing to weigh in
opposite. We therefore affirm the holding of the Superior
appellants’ favor, so they could not have met their
Court that the trial court abused its discretion when it found
burden. Moreover, the mere fact this Court decides
venue improper in Philadelphia County and transferred this
an ultimate issue (where appropriate in a particular
case to Bucks County. 25 case) does not “undermine[ ] the ‘considerable
discretion’ we afford to our common pleas courts
24 in this area[.]” Id. Indeed, in Monaco, Canter,
Appellants urge the Court to adopt a burden-
shifting framework articulated by the Superior and Purcell, this Court reached conclusions as
Court in Hausmann, 271 A.3d at 493 (“once to venue that were contrary to those reached by
[the applicants] properly raise the issue of venue the trial courts. See Monaco, 208 A.2d at 255-56
and provide ‘some evidence ... to dispel or rebut (holding “the lower court erred when it found
the plaintiff's’ choice, the burden shifts back to that venue was not proper in Philadelphia County”
and finding the cab company's acts satisfied both
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the quality and quantity prongs); Canter, 231
A.2d at 143 (“We conclude that 1 to 2 percent
Chief Justice Todd and Justices Donohue, Wecht and Mundy
of the total business was sufficient to satisfy
join the opinion.
the test set up in Monaco as to quantity. The
court below erroneously sustained the additional Justice Brobson files a dissenting opinion.
defendant's preliminary objections.”); Purcell, 579
A.2d at 1286-87 (reversing the lower courts to
hold “venue was improper in Philadelphia County DISSENTING OPINION
on the grounds that the hospital did not meet the
quality-quantity test”). We need not waste judicial JUSTICE BROBSON
resources with a remand where the law compels a
particular outcome. The Pennsylvania Superior Court reversed the Court of
Common Pleas of Philadelphia County's (trial court) transfer
*22 Because we agree the trial court abused its discretion
of venue to Bucks County in this personal injury and product
by committing an error of law in its application of the
liability lawsuit, concluding that the trial court erred in
quality-quantity test, we need not address the second issue
focusing exclusively on the percentage of the corporate
on which we granted review (i.e., whether the Superior Court
defendant's annual national sales revenue attributable to
failed to faithfully apply the abuse of discretion standard).
Philadelphia County in assessing the “quantity” prong of the
We elaborate further only to dispel any notion the abuse
venue analysis. The Majority concludes, and I agree, that
of discretion standard precludes an appellate court from
the Superior Court did not err in this regard. Id. at 31-42.
reversing a trial court based on a finding it misapplied the law.
Rather than vacate and remand the decision of the trial court
See Zappala, 909 A.2d at 1284 (“An abuse of discretion ...
for reconsideration, however, the Superior Court evaluated
occurs only where the law is overridden or misapplied,
the merits of the venue challenge de novo, examining the
or the judgment exercised is manifestly unreasonable, or the
record independently, assigning weight to relevant factual
result of partiality, prejudice, bias or ill will, as shown by the
considerations, and concluding as a matter of law that
evidence or the record.”) (emphasis added).
Philadelphia County is a proper venue for this lawsuit. The
Majority engages in a similar analysis and reaches the same
The fact the trial court identified the controlling precedent
conclusion. Id. at 42-47. As to this aspect of the Majority's
and applied what it believed to be an accurate interpretation
disposition, I respectfully dissent.
of the quality-quantity test does not immunize its decision
from correction, even under an abuse of discretion standard.
Scott and Rosemary Hangey (Hangeys), plaintiffs in the trial
Despite the good faith efforts of the trial court, its opinion
court, purchased a lawnmower in Bucks County. According
conflicted with this Court's precedent, and it thus misapplied
to the amended complaint, Scott Hangey was severely
the law, which also constitutes an abuse of discretion. We
and catastrophically injured on the Hangeys’ property in
further reject appellants’ contention our opinion today and
Wayne County, Pennsylvania, while operating the mower.
the Superior Court's opinion below bring about a “drastic”
The Hangeys instituted their lawsuit in Philadelphia County
change in the law. Appellants’ Reply Brief at 32. Our holding
against several defendants, including Husqvarna Professional
flows logically from our well-established precedent. See, e.g.,
Products, Inc. (HPP), a Delaware corporation with a principal
Canter, 231 A.2d at 142-43; Monaco, 208 A.2d at 256;
place of business in Charlotte, North Carolina. From the
Shambe, 135 A. at 757-58.
allegations in the amended complaint, there is no connection
between Philadelphia and the events giving rise to the
Hangeys’ lawsuit. It would be quite reasonable, under the
V. Conclusion circumstances, for a layperson to question how Philadelphia
County could possibly be a proper venue to litigate the
Accordingly, we affirm the Superior Court's holding that the Hangeys’ suit. The short answer to that question is that
trial court improperly transferred venue from Philadelphia the Pennsylvania Rules of Civil Procedure, specifically Rule
County to Bucks County. 2179(a)(2), allow a plaintiff to sue a corporate defendant in
any “county where ... the corporation ... regularly conducts
business,” regardless of how disconnected that forum may be
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to the facts or events that gave rise to the lawsuit. Pa. R.C.P. at 31 (stating that the rules of civil procedure give “trial
2179(a)(2). courts considerable discretion to determine whether to grant
a change of venue, and such a determination will not
*23 With that said, a plaintiff's choice of venue is not be disturbed on appeal absent an abuse of discretion”).
unassailable. A defendant may, by preliminary objection, Because I agree with the Majority in this regard, I am
challenge the plaintiff's choice of venue as improper. Pa. open to the possibility that the trial court in this matter,
R.C.P. 1006(e), 1028(a)(1). 1 Here, HPP filed a preliminary upon the direction of this Court to widen the aperture of
objection, contending that it does not regularly conduct its analysis of the quantity prong, could, in the exercise of
business in Philadelphia and, therefore, Philadelphia County its considerable discretion, still conclude that the Hangeys’
is not a proper venue for the Hangeys’ lawsuit under Rule choice of Philadelphia County for venue in this case is
2179(a)(2). As the Majority properly explains, when faced improper under Rule 2179(a)(2). Unlike the Majority and
with such a challenge, a trial court utilizes the quality-quantity the Superior Court, I would not conduct a de novo review
analysis to evaluate whether the corporate defendant regularly of HPP's venue preliminary objection, assign weight to
conducts business in the venue of plaintiff's choice. See particular facts over others, and conclude, as a matter of law,
Majority Opinion at 32-33. If either the quality or quantity that Philadelphia County is a proper venue in this case. See
prong of the analysis is lacking, then the plaintiff's choice of Majority Opinion at 44 (stating that, “[a]s a matter of law,
venue is improper as to the corporate defendant. See Monaco when a company maintains a constant physical presence in the
v. Montgomery Cab Co., 208 A.2d 252, 256 (Pa. 1965) forum county to perform acts that are ‘directly[ ] furthering,
(explaining that, “when venue in a particular county depends or essential to, [its] corporate objects[,]’ even when it does
upon doing business there, [t]he business engaged in must so through an authorized dealer, its business activities are
be sufficient in quantity and quality”) (citation and internal necessarily ‘so continuous and sufficient to be termed general
quotation marks omitted). Here, the trial court determined or habitual’ ”). 2 In my respectful view, this approach
that the Hangeys failed to prove that HPP's activities in undermines the “considerable discretion” we afford to our
Philadelphia met the quantity prong based solely on the common pleas courts in this area as well as the deferential
court's conclusion that the percentage of HPP's national sales nature of our appellate standard of review in such matters. See
revenue that was generated in Philadelphia was insufficient to Ball v. Bayard Pump & Tank Co., 67 A.3d 759, 767 (Pa. 2013)
justify subjecting HPP to suit in that county. (“An abuse of discretion occurs only where the trial court has
reached a conclusion that overrides or misapplies the law, or
1 when the judgment exercised is manifestly unreasonable, or
A defendant, or any party for that matter, may also
petition to transfer a lawsuit from a proper venue is the result of partiality, prejudice, bias or ill will.”).
to another proper venue “[f]or the convenience of
parties and witnesses.” Pa. R.C.P. 1006(d)(1). 2 I also am concerned that this passage from the
In my view, the Majority correctly holds that, when a trial Majority Opinion could be construed as holding
court assesses the quantity prong of the improper venue that, as a matter of law, a corporation's mere
inquiry, the court cannot reject a plaintiff's choice of venue presence in a county is sufficient to establish that
based only upon consideration of the percentage of the venue is proper in that county. To be sure, like
national revenue that the corporate defendant produced in the amount of revenue that a corporate defendant
the county in question. Majority Opinion at 33-42. As the generates in a county, a corporate defendant's
Majority accurately explains, this mathematical statistic, in presence in the county is a relevant factor for a
and of itself, is not dispositive of whether a corporate trial court to consider in determining whether the
defendant's acts within the plaintiff's chosen forum are so county is a proper venue for the litigation. See
continuous and sufficient to be considered general or habitual, Majority Opinion at 39 (clarifying that trial courts
in accord with this Court's precedent. Id. are not prohibited from considering a corporate
defendant's percentage of national revenue in
I am also in full agreement with the Majority's observations assessing the quantity prong but that “if the court
that venue-based decisions are intensely fact driven and, finds the percentage relevant in that particular
therefore, that trial courts should be afforded “considerable case, it is simply a data point that must be
considered in the context of the company as a whole
discretion” in making those decisions. See Majority Opinion
to determine regularity”) (emphasis in original).
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for the reasons set forth above, I would vacate the Superior
Again, however, similar to the amount of revenue
Court's judgment and the portion of the trial court's order
that a corporate defendant produces in a county,
that sustained HPP's venue challenge and remand to the trial
its presence in a county, alone, should not be a
court with instruction to reconsider its analysis of the quantity
determinative factor.
prong in light of this disposition, I respectfully dissent.
*24 In sum, I agree with the Majority and the Superior Court
that the trial court erred in assigning dispositive weight to
the percentage of HPP's annual national revenue generated in All Citations
Philadelphia in rejecting the Hangeys’ choice of venue under
Pennsylvania Rule of Civil Procedure 2179(a)(2). Because, --- A.3d ----, 2023 WL 8102730
End of Document © 2023 Thomson Reuters. No claim to original U.S. Government Works.
© 2023 Thomson Reuters. No claim to original U.S. Government Works. 24
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