Full text
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
ALICIA MARSHALL, DANIEL
PRONSKY, PARIS TOWNSEND,
NANCILEE HOLLAND, LEONA
OWSLEY, KOLAWOLE AHMADOU,
KIANA DERVIN, KRISTINA
HENDERSON, DUSTIN INNIS, KELLY
STALNAKER and JAMIE JONES,
individually and on behalf of all others
similarly situated,
Plaintiffs,
v.
PRESTAMOS CDFI, LLC and
CHICANOS POR LA CAUSA, INC.,
Defendants.
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Case No. 5:21-cv-04337-JMG
REPLY IN SUPPORT OF CHICANOS POR LA CAUSA, INC.’S
RENEWED MOTION TO DISMISS PLAINTIFFS’ SECOND AMENDED COMPLAINT
BALLARD SPAHR LLP
HERRERA ARELLANO LLP
Marcel S. Pratt (Pa. ID 307483)
Roy Herrera (admitted pro hac vice)
Timothy D. Katsiff (Pa. ID 75490)
Daniel A. Arellano (admitted pro hac vice)
Alexa L. Levy (Pa. ID 327973)
Jillian Andrews (admitted pro hac vice)
1735 Market Street, 51st Floor
Austin T. Marshall (admitted pro hac vice)
Philadelphia, PA 19103
1001 North Central Avenue, Suite 404
T: 215-665-8500
Phoenix, AZ 85004
F: 215-864-8999
T: 602-567-4820
PrattM@ballardspahr.com
Roy@ha-firm.com
KatsiffT@ballardspahr.com
Daniel@ha-firm.com
LevyA@ballardspahr.com
Jillian@ha-firm.com
Austin@ha-firm.com
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 1 of 16
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TABLE OF CONTENTS
Page
ARGUMENT .................................................................................................................................. 1
I.
The Court Should Not Exercise Personal Jurisdiction Over CPLC .................................... 1
A. Plaintiffs Concede That Certain Factors From the Alter Ego Test Weigh
Against Personal Jurisdiction ...................................................................................... 2
B. Plaintiffs Cannot Establish that CPLC Exercised Day-to-Day Control Over
Prestamos ..................................................................................................................... 2
C. The Other Facts Plaintiffs Identify Do Not Show CPLC Dominating or
Controlling Prestamos ................................................................................................. 6
1.
Common Leadership Does Not Create Alter Ego Jurisdiction ................... 6
2.
CPLC’s Status As Prestamos’s Sole Member Parent Corporation
Does Not Support Alter Ego Jurisdiction ................................................... 7
3.
CPLC’s Marketing Image & Use of Trademarks and Logos Does
Not Support Alter Ego Jurisdiction............................................................. 7
D. Registration as Charitable Entity Does Not Support Personal Jurisdiction ................ 9
E. Plaintiffs’ Unjust Enrichment Claim Must be Dismissed ........................................... 9
CONCLUSION ............................................................................................................................. 10
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 2 of 16
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TABLE OF AUTHORITIES
Page(s)
Cases
Am. Protein Corp. v. AB Volvo,
844 F.2d 56 (2d Cir. 1988).........................................................................................................6
In re Chocolate Confectionary Antitrust Litig. (In re Chocolate I),
602 F. Supp. 2d 538 (M.D. Pa. 2009) ....................................................................................4, 7
In re Chocolate Confectionary Antitrust Litig. (In re Chocolate II),
674 F. Supp. 2d 580 (M.D. Pa. 2009) ................................................................................1, 2, 5
Deardorff v. Cellular Sales of Knoxville, Inc.,
No. 19-cv-2642, 2022 U.S. Dist. LEXIS 18444 (E.D. Pa. Feb. 1, 2022) ..............................5, 6
In re Enter. Rent-A-Car Wage & Hour Empl. Practices Litig.,
735 F. Supp. 2d 277 (W.D. Pa. 2010) ................................................................................2, 6, 8
Greathouse v. Capital Plus Financial LLC,
No. 4:22-0686, 2023 WL 5759250 (N.D. Tex. Sept. 6, 2023) ..................................................1
Horowitz v. AT&T Inc.,
No. 3:17-cv-4827, 2018 U.S. Dist. LEXIS 69191 (D.N.J. Apr. 25, 2018) ................................7
Khasin v. R.C. Bigelow, Inc.,
12-cv-02204-WHO, 2015 WL 5569161 (N.D. Cal. Sept. 21, 2015) .......................................10
Klein v. Chevron USA, Inc.,
202 Cal. App. 4th 1242 (2012) ................................................................................................10
Maras v. Cohen,
No. 1:21-CV-00317, 2022 U.S. Dist. LEXIS 84265 (E.D. Tenn. May 10,
2022) ..........................................................................................................................................9
Patterson v. Home Depot, USA, Inc.,
684 F. Supp. 2d 1170 (D. Ariz. 2010) .......................................................................................8
Prescott v. LivaNova PLC,
Nos. 4:16-cv-00472 & 3:16-cv-00103, 2017 U.S. Dist. LEXIS 95830 (S.D.
Iowa June 12, 2017) ...................................................................................................................8
Reynolds v. Turning Point Holdings Co., LLC,
No. 2:19-cv-01935, 2020 U.S. Dist. LEXIS 33163 (E.D. Pa. Feb. 26, 2020) ...........................4
Riad v. Porsche Cars N. Am., Inc.,
No. 18-5175, 2023 U.S. Dist LEXIS 31221 (E.D. Pa. Feb. 24, 2023) ..................................3, 6
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 3 of 16
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Spring Pharms., LLC v. Retrophin, Inc.,
No. 18-4553, 2019 U.S. Dist. LEXIS 213901 (E.D. Pa. Dec. 11, 2019) ...................................3
United States v. Bestfoods,
524 U.S. 51 (1998) .................................................................................................................6, 7
ValveTech, Inc. v. Aerojet Rocketdyne, Inc.,
17-cv-6788-FPG, 2018 WL 4681799 (W.D.N.Y. Sept. 28, 2018) ..........................................10
Von Grabe v. Sprint PCS,
312 F. Supp. 2d 1285 (S.D. Cal. 2003) ......................................................................................8
In re Wellbutrin XL Antitrust Litig.,
260 F.R.D. 143 (E.D. Pa. 2009) .................................................................................................9
Wiseman v. Groep, N.V.,
No. 16-cv-07587, 2017 U.S. Dist. LEXIS 161465 (S.D.N.Y. Sept. 28, 2017) .........................8
Statutes
15 Pa. C.S. § 4145 ............................................................................................................................9
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 4 of 16
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For the reasons set forth in Defendant Chicanos Por La Causa, Inc.’s (CPLC) opening brief
and below, the Court should dismiss CPLC from this action.
ARGUMENT
I.
The Court Should Not Exercise Personal Jurisdiction Over CPLC
Plaintiffs’ Opposition Brief (the “Opposition”) is more notable for what it does not say than
what it says. Plaintiffs decline to address a number of factors from the alter ego test, implicitly
conceding that they weigh against personal jurisdiction over CPLC. Plaintiffs fail to show that
CPLC exercised atypical or domineering influence over Prestamos, especially regarding the
administration of Prestamos’s PPP program. Plaintiffs do not identify any legal authority
indicating that the facts they set forth in their Opposition Brief are sufficient to establish personal
jurisdiction. And, in multiple instances where Plaintiffs purport to describe facts obtained during
jurisdictional discovery, Plaintiffs simply get the facts wrong.
Plaintiffs aim to analogize this case to Greathouse v. Capital Plus Financial LLC, No. 4:22-
0686, 2023 WL 5759250 (N.D. Tex. Sept. 6, 2023), see Opp. Br. at 1, but their analogy is inapposite
and falls apart when confronted with the actual facts. Plaintiffs identify allegedly analogous
facts—“unfulfilled payments” and “improperly used government benefits”—that speak to the
merits rather than the personal jurisdiction analysis. And the facts simply do not show that the
“upstreamed money” that Plaintiffs point to here involved anything beyond the normal actions of
a subsidiary distributing profits or paying dividends to a parent that is commonplace in corporate
America. See In re Chocolate Confectionary Antitrust Litig. (In re Chocolate II), 674 F. Supp. 2d
580, 599–600 (M.D. Pa. 2009) (subsidiary distribution of profits to parent is normal and expected).
If the actual jurisdictional facts of Greathouse were truly analogous to this case, Plaintiffs would
have pointed them out with specific citations to Greathouse in the body of their Opposition. But
Plaintiffs did not, because they are not.
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 5 of 16
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In short, Plaintiffs say that some alter ego test factors support personal jurisdiction, but
they do not show that these factors are sufficient to establish personal jurisdiction.
A.
Plaintiffs Concede That Certain Factors From the Alter Ego Test Weigh
Against Personal Jurisdiction
Plaintiffs implicitly concede that multiple factors from the alter ego test weigh against
personal jurisdiction by declining to address them. Notably, Plaintiffs’ Opposition does not
address (1) capitalization and solvency; (2) observation of corporate formalities; (3) maintenance
of separate adequate records; or (4) improper siphoning of funds. See Opp. Br. at 6–16. Plaintiffs
thereby concede that (1) Prestamos is well capitalized and solvent; (2) CPLC and Prestamos
observed corporate formalities; (3) Defendants separately maintained adequate records; and (4)
the payment of dividends was proof of a corporate formality and there is no evidence of siphoning
funds. These four factors all weigh against personal jurisdiction over CPLC.
B.
Plaintiffs Cannot Establish that CPLC Exercised Day-to-Day Control Over
Prestamos
The uncontroverted facts Plaintiffs elicited in jurisdictional discovery show that CPLC did
not exercise atypical influence over Prestamos, especially regarding Prestamos’s administration of
the PPP program. “[T]he alter-ego test looks to whether the degree of control exercised by the
parent is greater than normally associated with common ownership and directorship and whether
the parent controls the day-to-day operations of the subsidiary such that the subsidiary can be said
to be a mere department of the parent.” In re Enter. Rent-A-Car Wage & Hour Empl. Practices
Litig., 735 F. Supp. 2d 277, 319 (W.D. Pa. 2010) (emphasis added, cleaned up). Specifically, as
the sole member of Prestamos, CPLC is “entitled to ordain [Prestamos]’s officers and directors,
influence executive compensation, approve budgets, gather information about corporate
performance, and receive distributions of subsidiary profits.” In re Chocolate II, 674 F. Supp. 2d
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 6 of 16
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at 599–600. “These activities typify standard parent-subsidiary interactions and do not reflect
daily, operational control that is the sine qua non of an alter ego relationship.” Id. at 600.
Rather than focus on what the alter ego test actually requires—atypical, parent control over
subsidiary day-to-day operations—Plaintiffs overemphasize the services and employees CPLC
provides to Prestamos pursuant to Intercompany Services Agreements (“ISAs”). See Opp. Br. at
12–15. But intercompany agreements between parents are subsidiaries are commonplace, and do
not, without more, support an alter ego relationship. Riad v. Porsche Cars N. Am., Inc., No. 18-
5175, 2023 U.S. Dist LEXIS 31221, at *16-17 (E.D. Pa. Feb. 24, 2023) (intercompany agreement
between Porsche AG and Porsche NA did not support an alter ego relationship). Similarly, the
usage of common employees does not, without more, establish an alter ego relationship. Spring
Pharms., LLC v. Retrophin, Inc., No. 18-4553, 2019 U.S. Dist. LEXIS 213901, at *19 (E.D. Pa.
Dec. 11, 2019) (common employees did not establish alter ego relationship).
Tellingly, Plaintiffs identify no legal authority indicating that a parent’s provision of
services and employees to a subsidiary pursuant to an intercompany service agreement can suffice
to establish personal jurisdiction. See Opp. Br. at 12–15. Nor do Plaintiffs identify any legal
authority indicating that any particular portions or aspects of CPLC’s ISAs with Prestamos can
establish personal jurisdiction. See id. Rather, all Plaintiffs point to are a sampling of facts
evidencing that CPLC and Prestamos in fact adhered to the ISAs.
None of the examples Plaintiffs identify demonstrates or otherwise contradicts the
testimony of CPLC’s 30(b)(6) witnesses Jose Martinez and Alicia Nunez, that Prestamos was
responsible for its own day-to-day management and operations, not CPLC. CPLC Br., Ex. 1
(Deposition of A. Nunez) at 38:17–20 (
), 38:21–25 (
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 7 of 16
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); CPCL Br., Ex. 2 (Deposition of J. Martinez) at 46:12–22 (
); see also CPLC
Br., Ex. 13 (CPLC Objs. and Resps. to Plfs’ First RFAs) ¶¶ 6–9 (denying that CPLC communicated
with PPP borrowers, the government, or Blueacorn about PPP loans). Ad hoc examples of CPLC
and Prestamos complying with the ISAs do not suffice for what is necessary to establish alter ego
jurisdiction—“actual control over the daily affairs” of Prestamos by CPLC. In re Chocolate
Confectionary Antitrust Litig. (In re Chocolate I), 602 F. Supp. 2d 538, 571 (M.D. Pa. 2009)
(emphasis added).
Plaintiffs also claim that CPLC exercised control over Prestamos because Martinez “sought
Adame’s approval for the payment of PPP-related bonuses related to the 10,797 PPP loans that
were generated independently of Prestamos’s service provider Blueacorn.” Opp. Br. at 14. But
Plaintiffs ignore Martinez’s testimony that
. See CPLC Br., Ex. 2
(Deposition of J. Martinez) at 52:25–53:1–3 (
); see also Reynolds v. Turning Point Holdings Co., LLC, No. 2:19-cv-
01935, 2020 U.S. Dist. LEXIS 33163, at *10 (E.D. Pa. Feb. 26, 2020) (parent maintaining payroll
for subsidiary is immaterial for establishing alter ego relationship). Prestamos made the decision;
CPLC simply had to implement it. Plaintiffs fail to explain why Adame’s alleged approval of PPP
related bonuses shows an atypical level of control that supports personal jurisdiction. As the sole
member of Prestamos, CPLC is entitled to influence compensation and approve budgets. Plaintiffs
point to no more than a common practice in corporate America.
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 8 of 16
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Plaintiffs’ discussion of CPLC’s Board Meeting Minutes, see Opp. Br. at 6, does them no
better. Like a normal parent company, CPLC’s Board Meeting Minutes reflect CPLC gathering
and summarizing information about Prestamos’s, one of its subsidiaries, PPP lending performance.
See In re Chocolate II, 674 F. Supp. 2d at 599–600 (parent entitled to “gather information about
corporate performance” of its subsidiary). Plaintiffs identify no legal authority indicating that
monitoring or commenting on a subsidiary’s performance, including how it may affect the parent
company, is atypical or domineering. See Opp. Br. at 6–8.1
Nevertheless, Plaintiffs cite to and rely on an excerpt of CPLC’s June 23, 2021 Board of
Directors Meeting Minutes (the “Board Meeting Minutes”) where Mr. Adame referred to “CPLC’s
PPP lending” in isolation while failing to disclose the full quote to the Court. Opp. Br. at 7–8.
The relevant portion of the Board Meeting Minutes reads as follows:
Opp. Br., Ex. 1 at P-00296808 (emphasis added). There is no confusion in either the Board
Meeting Minutes or the factual record in this case about the entity that did the PPP lending—
Prestamos was the lender. Id. (“Prestamos did the largest amount of loans.”).2
1
Nor would a consolidated reference to CPLC and Prestamos in CPLC’s Board Meeting
Minutes suggest an alter ego relationship. See Deardorff v. Cellular Sales of Knoxville,
Inc., No. 19-cv-2642, 2022 U.S. Dist. LEXIS 18444, at *24 (E.D. Pa. Feb. 1, 2022)
(consolidated financial statements did not establish that parent “exercised daily control
over” subsidiary necessary to establish alter ego jurisdiction).
2
Plaintiffs misquote the Board Meeting Minutes by stating,
Opp. Br.
at 8 (citing Ex. 1 at P-00296808 (emphasis in original)).
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 9 of 16
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Accordingly, Plaintiffs cannot establish that CPLC exercised day-to-day control over
Prestamos. Faced with this reality, Plaintiffs instead point to a jumble of ad hoc examples that
they contend “support” certain factors of the alter ego jurisdiction test. See Opp. Br. at 14–15.
But Plaintiffs’ disjointed allegations cannot overcome the flaw in their position— they do not (and
cannot) point to facts showing that CPLC had any coordinated “control over the internal workings
or day-to-day operations of [Prestamos].” In re Enter. Rent-A-Car, 735 F. Supp. 2d at 324 (cleaned
up).
C.
The Other Facts Plaintiffs Identify Do Not Show CPLC Dominating or
Controlling Prestamos
1.
Common Leadership Does Not Create Alter Ego Jurisdiction
Some shared common officers between a parent and subsidiary is “to be expected in a
subsidiary-parent relationship” and is not sufficient to establish an alter ego relationship,
particularly when there are no overlapping board members. Deardorff, 2022 U.S. Dist. LEXIS
18444, at *7; see also Riad, 2023 U.S. Dist. LEXIS 31221, at *13–14; United States v. Bestfoods,
524 U.S. 51, 69 (1998) (“[I]t is entirely appropriate for directors of a parent corporation to serve
as directors of its subsidiary[.]”); Am. Protein Corp. v. AB Volvo, 844 F.2d 56, 60 (2d Cir. 1988)
(noting, of interlocking directorates: “This commonplace circumstance of modern business does
not furnish such proof of control as will permit a court to pierce the corporate veil.”).
Plaintiffs identify that the president of Prestamos serves as a CPLC executive and other
CPLC executives serve on Prestamos’s board, as well as certain decisions that they made or
participated in; however, Plaintiffs identify no facts indicating that these persons were acting “for
the wrong company” when making decisions and supervising activities. Plaintiffs claim that Jose
Martinez was “simultaneously wearing both [parent and subsidiary] hats,” but identify absolutely
no legal authority explaining why this is purportedly the case. See Opp. Br. at 7. To the contrary,
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 10 of 16
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it is a “well established principle of corporate law that directors and officers holding positions with
a parent and its subsidiary can and do ‘change hats’ to represent the two corporations separately,
despite their common ownership.” Bestfoods, 524 U.S. at 69.
Accordingly, Plaintiffs cannot establish personal jurisdiction based upon any common
leadership among CPLC and Prestamos.
2.
CPLC’s Status As Prestamos’s Sole Member Parent Corporation Does Not
Support Alter Ego Jurisdiction
Plaintiffs identify no authority indicating that CPLC’s status as Prestamos’s sole member
is sufficient to establish personal jurisdiction. See Opp. Br. at 8. Nor do Plaintiffs identify any
authority suggesting that a parent being an “engaged and active owner” of one of its subsidiaries
is a sufficient basis for personal jurisdiction. See id. Rather, as discussed in Section 1.B., supra,
the parent’s domination and control of the subsidiary, rather than its simple ownership of it, is the
touchstone of an alter ego relationship.
3.
CPLC’s Marketing Image & Use of Trademarks and Logos Does Not
Support Alter Ego Jurisdiction
Plaintiffs allege that CPLC’s use of a shared marketing image as well as certain trademarks
and logos support an exercise of personal jurisdiction. As Plaintiffs themselves acknowledge,
“service mark similarity alone is not sufficient to establish alter ego.” See Opp. Br. at 10 (citing
In re Chocolate I, 602 F. Supp. 3d at 570–71). In spite of this, Plaintiffs do not identify any
standards or case law indicating exactly what constitutes a “common marketing image” or “use of
trademarks and logos” sufficient to support establishing personal jurisdiction. See Opp. Br. at 10–
12.
Plaintiffs do not cite additional case law because existing case law is contrary to their
position, including their arguments about shared employees using the @cplc.org email domain.
See Horowitz v. AT&T Inc., No. 3:17-cv-4827, 2018 U.S. Dist. LEXIS 69191, *24–25 (D.N.J.
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 11 of 16
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Apr. 25, 2018) (“[C]ourts have found that common marketing image and joint use of trademark
logs fail to render entities as alter egos.”(cleaned up)); Prescott v. LivaNova PLC, Nos. 4:16-cv-
00472 & 3:16-cv-00103, 2017 U.S. Dist. LEXIS 95830, at *25–26 (S.D. Iowa June 12, 2017)
(granting a motion to dismiss where “[t]he companies share a common branding scheme, including
a common email domain, but maintain completely separate day-to-day operations, employees,
officers, and corporate structures”); Wiseman v. Groep, N.V., No. 16-cv-07587, 2017 U.S. Dist.
LEXIS 161465, at *39–40 (S.D.N.Y. Sept. 28, 2017) (“the fact that ReliaStar personnel used
voya.com email addresses . . . is no more than a different form of the argument that the two
identified under the same brand, which courts have found insufficient as a matter of law to establish
alter egos”); Patterson v. Home Depot, USA, Inc., 684 F. Supp. 2d 1170, 1179 (D. Ariz. 2010)
(“[t]he fact the two companies used the same logo and intellectual property pursuant to the
licensing agreement . . . does not demonstrate that Krause-Werk was the alter ego of the other”);
Von Grabe v. Sprint PCS, 312 F. Supp. 2d 1285, 1301 (S.D. Cal. 2003) (common trade name and
logo, without more, is not a sufficient basis for establishing personal jurisdiction). Moreover, a
company being “portrayed as a single brand to the public . . . does not demonstrate the necessary
control by defendant parent over the subsidiaries.” In re Enter. Rent-A-Car, 735 F. Supp. 2d at
323.
Further, Plaintiffs’ blanket allegation that Prestamos and CPLC “systematically blur the
lines between the two entities” is not supported by the limited examples provided in their brief.
See Opp. Br. at 11–15. For example, Plaintiffs devote significant effort to describing a single July
20, 2021 grant proposal sent to the SBA that includes references to “Chicanos Por La Causa –
Prestamos CDFI.” See id. at 11. Portraying CPLC and Prestamos as a single brand to the public
in this manner does not demonstrate that CPLC maintained day-to-day control over Prestamos’s
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 12 of 16
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operations, and Plaintiffs identify no authority saying so. Moreover, Plaintiffs do not allege— and
cannot show— that CPLC’s marketing image caused any confusion among those who viewed it.
Accordingly, CPLC’s marketing image and trademarks do not support personal jurisdiction.
D.
Registration as Charitable Entity Does Not Support Personal Jurisdiction
CPLC’s registration with the Commonwealth of Pennsylvania as a charitable entity,
included as a throwaway towards the end of Plaintiffs’ Opposition, also does not move the
needle. Under Pennsylvania law, foreign corporation registration explicitly allows Pennsylvania
courts to exercise personal jurisdiction over a registered foreign corporation. 15 Pa. C.S. § 4145.
Pennsylvania’s charitable registration rules do not have similar provisions and Plaintiffs
identify no legal authority holding that charitable registration creates personal jurisdiction
Pennsylvania. See Opp. Br. at 16-17. Nor could they, as existing case law is to the contrary.
See Maras v. Cohen, No. 1:21-CV-00317, 2022 U.S. Dist. LEXIS 84265, at *11-12 (E.D. Tenn.
May 10, 2022) (charitable registration and receipt of donations in a state is not sufficient to
establish personal jurisdiction).
E.
Plaintiffs’ Unjust Enrichment Claim Must be Dismissed
Plaintiffs agree that “dismissal of their unjust enrichment as to the states in which they
were not injured” is proper but continue to assert that the court should keep “the unjust enrichment
claims for the states where Plaintiffs were injured.” Opp. Br. at 17. But Plaintiffs still do not say
which state’s unjust enrichment laws should govern their claim, even if limited among those states
in which Plaintiffs reside. That is, they do not clarify whether each Plaintiff is invoking the unjust
enrichment standards of his or her respective state or whether one state’s standard is to govern
them all. Merely arguing they bring their claim “narrowly and in the alternative,” id., does not
invoke any particular jurisdiction’s laws. This is fatal to their unjust enrichment claim. See In re
Wellbutrin XL Antitrust Litig., 260 F.R.D. 143, 167 (E.D. Pa. 2009).
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 13 of 16
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Insofar as they pick California law, Plaintiffs are wrong that an unjust enrichment claim is
independently viable. See ValveTech, Inc. v. Aerojet Rocketdyne, Inc., 17-cv-6788-FPG, 2018 WL
4681799, at *5 (W.D.N.Y. Sept. 28, 2018) (declining to follow Bruton v. Gerber Prod. Co., 703
F. App’x 468 (9th Cir. 2017)), because the California case on which Bruton relied was limited to
the insurance context and subsequent California cases have rejected unjust enrichment as a
standalone claim); see also Khasin v. R.C. Bigelow, Inc., 12-cv-02204-WHO, 2015 WL 5569161,
at *1 (N.D. Cal. Sept. 21, 2015) (same). Regardless, Plaintiffs have failed to plead in the
alternative that there was no governing contract, see Klein v. Chevron USA, Inc., 137 Cal. Rptr. 3d
293, 332–33 (Cal. Ct. App. 2012), and concede that their unjust enrichment claim is “coupled”
with and depends on other claims rather than being an alternative to them. Opp. Br. at 19.
Finally, Plaintiffs fail to dispute that they failed to confer any benefit on Defendants: even
if Defendants received loan fees or interest on principal pertaining to Plaintiffs’ loans, those funds
would not have come from Plaintiffs themselves (in fact, it would cost Prestamos money to hold
on to Plaintiffs’ loan principal). Plaintiffs cite no authority for their “but for” theory of the benefit
conferral element for unjust enrichment. Opp. Br. at 17.
CONCLUSION
For the foregoing reasons, Defendant CPLC respectfully requests that the Court dismiss
CPLC from this action.
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 14 of 16
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Dated: November 3, 2023
By: /s/ Marcel S. Pratt
Marcel S. Pratt (Pa. ID 307483)
Timothy D. Katsiff (Pa. ID 75490)
Thomas J. Gallagher IV (Pa. ID 316269)
Alexa L. Levy (Pa. ID 327973)
BALLARD SPAHR LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103
T: 215-665-8500
F: 215-864-8999
PrattM@ballardspahr.com
KatsiffT@ballardspahr.com
GallagherT@ballardspahr.com
LevyA@ballardspahr.com
HERRERA ARELLANO LLP
Roy Herrera (admitted pro hac vice)
Daniel A. Arellano (admitted pro hac vice)
Jillian Andrews (admitted pro hac vice)
Austin T. Marshall (admitted pro hac vice)
1001 North Central Avenue, Suite 404
Phoenix, AZ 85004
T: 602-567-4820
Roy@ha-firm.com
Daniel@ha-firm.com
Jillian@ha-firm.com
Austin@ha-firm.com
Attorneys for Defendants
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 15 of 16
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CERTIFICATE OF SERVICE
I, Marcel S. Pratt, hereby certify that on this 3rd day of November 2023, I caused a copy
of the foregoing Reply in Support of Defendant Chicanos Por La Causa’s Motion to Dismiss
Plaintiffs’ Second Amended Complaint and accompanying papers to be served on all counsel of
record via the Court’s ECF system.
s/ Marcel S. Pratt
Marcel S. Pratt
Case 5:21-cv-04337-JMG Document 89 Filed 11/03/23 Page 16 of 16