The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
DREW KRANTZ, No. 4:21-CV-01217
Plaintiff, (Chief Judge Brann)
v.
SCOTT STIELER and MARKET
STREET INVESTMENT
CORPORATION, INC.,
Defendants.
MEMORANDUM OPINION
MAY 4, 2023
Plaintiff Drew Krantz sues Defendants Scott Stieler and Market Street
Investments Corporation, Inc. (“Market Street”) for their negligence in maintaining
a property at 220 South Seventh Street, Lewisburg, Pennsylvania (the “Premises”).
Krantz, a Bucknell University student, was injured at the Premises while visiting one
of its tenants, another Bucknell student. Krantz was installing an air conditioning
unit in a window when the windowpane broke, causing glass to fall on his wrist,
seriously injuring him. Defendants move for summary judgment in their favor,
arguing that they did not owe Krantz a duty of care. For the following reasons, the
Court grants their motion in part and denies it in part.
I. BACKGROUND
A. Underlying Facts1
On May 24, 2021, Krantz and others visited Adrien Crastes, who was then a
tenant of the Premises.2 All of those who were present that evening were students at
Bucknell University.3 The group decided to install a window air conditioning unit in
Crastes’ window.4 When Krantz tried to open the window, the windowpane broke
and fell on his wrist, severely injuring him.5
At the time, Market Street owned the Premises and rented it out to students of
Bucknell University pursuant to a “Standard Form Lease Agreement” (the
“Lease”).6 However, the Lease does not mention Market Street. It identifies Stieler
as “Landlord.”7 It also later identifies Stieler as the “Landlord’s Agent.”8 Under the
Lease’s terms, the tenants are responsible for informing the Landlord of any
necessary repairs but prohibited from “hir[ing] outside contractors without [the]
Landlord[’s] approval.”9 The Landlord is responsible for “keep[ing] all the structural
parts of the Property in working order, including . . . [the] [w]indows.”10
1 The following facts are undisputed unless otherwise noted.
2 Defs.’ Statement of Undisputed Material Facts (“SUMF”), Doc. 39 ¶ 2; Krantz Response to
Statement of Undisputed Material Facts (“RSUMF”), Doc. 41 ¶ 2.
3 See Defs.’ SUMF, Doc 39 ¶ 4; Krantz RSUMF, Doc. 41 ¶ 4.
4 Defs.’ SUMF, Doc 39 ¶ 5; Krantz RSUMF, Doc. 41 ¶ 5.
5 Defs.’ SUMF, Doc 39 ¶¶ 6-7; Krantz RSUMF, Doc. 41 ¶¶ 6-7.
6 Defs.’ SUMF, Doc 39 ¶¶ 8, 11; Krantz RSUMF, Doc. 41 ¶¶ 8, 11; Lease, Doc. 39-6.
7 Lease, Doc. 39-6 at 1.
8 Id. at 6 (§ 25).
9 Id. at 4 (§ 10).
The Central Keystone Council of Local Governments (“Central Keystone”)
performed an annual inspection of the Premises on August 13, 2020.11 The parties
dispute whether Central Keystone inspects windows, but its report did not identify
any defects with the Premises’ windows following its August 13, 2020 inspection.12
Central Keystone again inspected the Premises on August 21, 2020 “and found it to
be in compliance with the current Property Maintenance Code and Bucknell
University’s Supplemental Standards for student occupied housing.”13
B. Procedural History
Krantz’s First Amended Complaint alleges one count of negligence against
both Defendants, seeking compensatory damages.14 Defendants jointly move for
summary judgment in their favor on Krantz’s negligence claim.15 Their motion has
been fully briefed and is ripe for disposition.
II. LAW
Under Rule 56(a) of the Federal Rules of Civil Procedure, summary judgment
is appropriate where “the movant shows that there is no genuine dispute as to any
material fact and the movant is entitled to judgment as a matter of law.” As the
Supreme Court of the United States expressed in Celotex Corp. v. Catrett, summary
judgment is required where a party “fails to make a showing sufficient to establish
11 Defs.’ SUMF, Doc 39 ¶¶ 16-17; Krantz RSUMF, Doc. 41 ¶¶ 16-17.
12 See Aug. 17, 2020 Central Keystone Inspection Report, Doc. 39-8.
13 Defs.’ SUMF, Doc 39 ¶ 19; Krantz RSUMF, Doc. 41 ¶ 19.
14 FAC, Doc. 11 ¶¶ 25-29.
the existence of an element essential to that party’s case” on an issue that the “party
will bear the burden of proof at trial.”16
Material facts are those “that could alter the outcome” of the litigation, “and
disputes are ‘genuine’ if evidence exists from which a rational person could conclude
that the position of the person with the burden of proof on the disputed issue is
correct.”17 A defendant “meets this standard when there is an absence of evidence
that rationally supports the plaintiff’s case.”18 Conversely, to survive summary
judgment, a plaintiff must “point to admissible evidence that would be sufficient to
show all elements of a prima facie case under applicable substantive law.”19
The party requesting summary judgment bears the initial burden of supporting
its motion with evidence from the record.20 When the movant properly supports its
motion, the nonmoving party must then show the need for a trial by setting forth
“genuine factual issues that properly can be resolved only by a finder of fact because
they may reasonably be resolved in favor of either party.”21 The United States Court
of Appeals for the Third Circuit explains that the nonmoving party will not withstand
summary judgment if all it has are “assertions, conclusory allegations, or mere
16 Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986).
17 EBC, Inc. v. Clark Bldg. Sys., Inc., 618 F.3d 253, 262 (3d Cir. 2010) (quoting Clark v. Modern
Grp. Ltd., 9 F.3d 321, 326 (3d Cir. 1993)).
18 Clark, 9 F.3d at 326.
19 Id.
20 Celotex Corp., 477 U.S. at 323.
suspicions.”22 Instead, it must “identify those facts of record which would contradict
the facts identified by the movant.”23
In assessing “whether there is evidence upon which a jury can properly
proceed to find a verdict for the [nonmoving] party,”24 the Court “must view the
facts and evidence presented on the motion in the light most favorable to the
nonmoving party.”25 Moreover, “[i]f a party fails to properly support an assertion of
fact or fails to properly address another party’s assertion of fact as required by Rule
56(c),” the Court may “consider the fact undisputed for purposes of the motion.”26
Finally, although “the court need consider only the cited materials, . . . it may
consider other materials in the record.”27
III. ANALYSIS
Defendants argue that they owe Kranz no duty of care. To recover on a theory
of negligence, a plaintiff must demonstrate that the defendant owes them a duty of
care.28 Whether a duty of care exists is a question of law.29 First, Stieler argues he
owes no duty to Krantz because he does not own the Premises—Market Street
22 Betts v. New Castle Youth Dev. Ctr, 621 F.3d 249, 252 (3d Cir. 2010).
23 Port Auth. of N.Y. and N.J. v. Affiliated FM Ins. Co., 311 F.3d 226, 233 (3d Cir. 2002) (quoting
Childers v. Joseph, 842 F.2d 689, 694-95 (3d Cir. 1988)).
24 Liberty Lobby, 477 U.S. at 252 (quoting Schuylkill & Dauphin Imp. Co. v. Munson, 81 U.S.
442, 448 (1871)).
25 Razak v. Uber Technologies, Inc., 951 F.3d 137, 144 (3d Cir. 2020).
26 Fed. R. Civ. P. 56(e)(2); see also Weitzner v. Sanofi Pasteur Inc., 909 F.3d 604, 613-14 (3d
Cir. 2018).
27 Fed. R. Civ. P. 56(c)(3).
28 Jones v. Levin, 940 A.2d 451, 454 (Pa. Super. Ct. 2007).
does.30 Second, Defendants both argue that they owe no duty to Krantz as
out-of-possession landlords.31
A. Whether Stieler Individually Owed Krantz a Duty
“As a general rule, a landlord out of possession is not liable for injuries
incurred by third parties on the leased premises because the landlord has no duty to
such persons.”32 But that rule is subject to exceptions—relevant here is the “reserved
control” exception.33 It provides that when a “landlord retains control of a part of the
leased premises” that is “necessary to the safe use” of the leased premises,” they are
“liable to the lessee and others lawfully on the premises for physical harm caused by
a dangerous condition existing upon that part over which they retain[] control,” if
they “could have discovered the condition and the risk involved[] and made the
condition safe” through the “exercise of reasonable care.”34
It is undisputed that Market Street—not Stieler—owned the Premises when
Krantz was injured.35 Krantz argues that even though Stieler does not actually own
the Premises, he individually owes him a duty of care because he signed as and
identified himself as the “Landlord” in the Lease.36 Krantz points out that the case
30 MSJ Br., Doc. 38 at 4-6.
31 Id. at 6-13.
32 Jones, 940 A.2d at 454.
33 Id.
34 Id. (quoting Smith v. M.P.W. Realty Company, Inc., 225 A.2d 227, 229 (Pa. 1967)).
35 Defs.’ SUMF, Doc 39 ¶ 8; Krantz RSUMF, Doc. 41 ¶ 8. Krantz denies as stated Stieler’s
submission that Stieler “did not own the Premises.” Defs.’ SUMF, Doc 39 ¶ 9. He responds
that Stieler “was the landlord of the property,” citing to the Lease. Krantz RSUMF, Doc. 41
¶ 9 (citing Lease, Doc. 39-6).
law identifies “landlords” as the relevant parties that owe duties of care under the
reserved-control exception, not landowners. That is true even in the first
Pennsylvania case to discuss the concept of an out-of-possession landlord: Hayden
v. Second National Bank.37 But to agree with Krantz’s argument would be to elevate
form over substance. The term “Landlord,” as used in cases of Hayden’s vintage and
older, refers to the owner of the property who conveys their property interest through
a lease agreement, not to the individual identified as “Landlord” in the lease
document.38 Stieler was acting as Market Street’s agent when he signed the Lease.
Krantz argues that the tenants “believed that they were contracting with Stieler
as their landlord since there is no mention of Market Street in the Lease.”39 But
Krantz’s claims are common-law torts, not claims that Stieler breached the Lease.
Although the Lease may be relevant to the question of whether Market Street
reserved control over any portion of the Premises, it is not the source for the duty of
care necessary to sustain Krantz’s negligence claim. That source is the common law,
which only assigns the duty to the party who holds and conveys the relevant property
37 See 199 A. 218, 219 (Pa. 1938), overruled on other grounds by Reitmeyer v. Sprecher, 243
A.2d 395 (Pa. 1968).
38 See Stokely v. Boner, 10 Serg. & Rawle 254, 255-56, at *3 (Pa. 1823) (using the terms
interchangeably); Bank of Pennsylvania v. Wise, 3 Watts, at *3 (Pa. 1834) (same); BLACK’S
LAW DICTIONARY 1021 (4th ed. 1951) (defining “landlord” as “[h]e who, being the owner of
an estate in land, has leased it for a term of years, on a rent reserved, to another person, called
the ‘tenant.’”).
interest. Here, that party must be Market Street, because it is undisputed that Stieler
does not have an individual property interest in the Premises.
B. Whether the Court Should Pierce the Corporate Veil
Krantz next asks the Court to pierce the corporate veil between Stieler and
Market Street as a basis of holding Stieler personally liable.40 Under the law of
Pennsylvania, a court may disregard a corporate form “whenever justice or public
policy demand, such as when the corporate form has been used to defeat public
convenience, justify wrong, protect fraud, or defend crime.”41 But “[t]here is a strong
presumption in Pennsylvania against piercing the corporate veil.”42 Courts “must
start from the general rule that the corporate entity should be recognized and upheld,
unless specific, unusual circumstances call for an exception.”43 Factors relevant to
considering piercing the veil include “undercapitalization, failure to adhere to
corporate formalities, substantial intermingling of corporate and personal affairs[,]
and use of the corporate form to perpetrate a fraud.”44
Krantz argues that the record demonstrates that Stieler failed to adhere to
corporate formalities, intermingled his personal affairs with Market Street’s
40 Id. at 9-12.
41 Mortimer v. McCool, 255 A.3d 261, 268 (Pa. 2021) (quoting Commonwealth by Shapiro v.
Golden Gate Nat’l Senior Care LLC, 194 A.3d 1010, 1034-35 (Pa. 2018)).
42 Id. (quoting Lumax Indus., Inc. v. Aultman, 669 A.2d 893, 895 (Pa. 1995)).
43 Id. (quoting Wedner v. Unemployment Bd. of Review, 296 A.2d 792, 794 (Pa. 1972)).
corporate affairs, and is using Market Street’s corporate form to escape liability
“thus effectuating the perpetration of a fraud.”45 The Court respectfully disagrees.
Krantz identifies Stieler’s failure to keep detailed invoices of the maintenance
work he ordered for the Premises as a failure to adhere to corporate formalities. But
as Defendants argue, the failure to adhere to corporate formalities involves
omissions such as failing to hold board and/or shareholder meetings and keep
corporate minutes.46 Put differently, Stieler’s failure to keep adequate maintenance
records is not tantamount to a failure to keep adequate corporate records. There is
no evidence of such a failure in the record.
Krantz next relies on Stieler’s sole ownership of Market Street, his receipt of
rental payments, and the Lease’s identification of him as the “Landlord” in the Lease
to argue that he intermingled his assets with Market Street. But that evidence merely
shows that Stieler received rental payments, not that he deposited them into his
personal account. And Krantz’s identification as “Landlord” is consistent with his
status as Market Street’s agent. Nothing about his sole ownership or control of
Market Street suggests that he disregarded the corporate form when acting on behalf
of Market Street.
Krantz’s last argument is equally unavailing. He argues that Defendants “are
trying to create a loophole in which they avoid all liability for a dangerous condition
45 Opp. Br., Doc. 40 at 11.
which they reserved control over.”47 He further argues that Defendants’ “attempt at
shielding [themselves] and evading all liability constitutes the perpetration of a
fraud.”48 The Court disagrees. Defendants are not “creating a loophole” by availing
themselves of the limited liability commonly associated with the corporate form.
That is why veil-piercing is restricted to situations where the corporate form is used
to defraud others. Krantz fails to explain how any of Defendants’ actions could
constitute fraud. The Lease may misrepresent Stieler’s exact status, but there is no
evidence to suggest that Krantz or the tenants relied on the fact that Stieler was a
noncorporate owner of the property. Nor does refusing to pierce the veil leave Krantz
with an unworkable remedy. There is also no evidence that Stieler purposely
undercapitalized Market Street to escape financial liability. The Court therefore
declines Krantz’s invitation to pierce the corporate veil.
Accordingly, the Court concludes that Stieler did not owe Krantz a duty of
care and grants that aspect of Defendants’ motion.
C. The Reserved-Control Exception
The Court now considers the application of the reserved-control exception to
these facts. As noted above, that exception applies when a “landlord retains control
of a part of the leased premises” that is “necessary to the safe use” of the leased
premises they are “liable to the lessee and others lawfully on the premises for
47 Opp. Br., Doc. 40 at 11.
physical harm caused by a dangerous condition existing upon that part over which
he retains control,” if they “could have discovered the condition and the risk
involved[] and made the condition safe” through the “exercise of reasonable care.”49
Defendants argue that the exception does not apply when a landlord has made
repairs in the past or generally retains the right to enter the property and make
repairs, citing Henze v. Texaco, Inc.50 In Henze, the Superior Court of Pennsylvania
held that landlord did not reserve control of the leased premises by reserving the
right to enter the property to make repairs or by “occasionally” making repairs to the
leased premises.51
In Jones v. Levin, the Superior Court of Pennsylvania considered the
exception’s application to a lease that assigned to the tenant the responsibility of “all
repairs to the [leased] premises” but restricted the tenant from making “structural
repairs or alterations without the [landlord]’s consent.”52 In light of that provision,
the Jones court concluded that there was a genuine issue of material fact “as to
whether the [landlord] continued to exercise control over defective portions of the
property in question.”53
Accordingly, whether a landlord sufficiently reserves control over any portion
of the leased premises depends on the nature of the landlord’s contractual obligations
49 Jones, 940 A.2d at 454 (quoting Smith, 225 A.2d at 229).
50 MSJ Br., Doc. 38 (citing 508 A.2d 1200, 1202-03 (Pa. Super. Ct. 1986)).
51 508 A.2d at 1202-03 (citing AM. JUR. 2D LANDLORD AND TENANT § 775 (1970)).
52 940 A.2d at 456.
as to that portion.54 Under Henze, retaining the right to enter and repair a portion of
the leased premises is insufficient to reserve control over it, as is occasionally
repairing portions of the premises. But under Jones, affirmatively taking on the
responsibility to repair a portion of the leased premises can be sufficient to reserve
control over that portion.
Here, the Lease includes provisions similar to those found sufficient in Jones.
It requires the tenants to inform “the Landlord immediately of any repairs needed”
and forbids them from “hir[ing] outside contractors without [the] Landlord[’s]
approval.”55 It also provides that the “Landlord will keep all the structural parts of
the [Premises] in working order, including [the] . . . [w]indows.”56 The Court finds
those provisions sufficient to create an issue of fact as to whether Market Street
reserved control over the windows at the Premises. Summary judgment is
accordingly not appropriate here.
54 See id. at 455 (“[The Pennsylvania] Supreme Court has long held that ‘[t]he relation of landlord
and tenant is always created by contract, either express or implied. It cannot exist without such
contract[.]’” (quoting In re Wilson's Estate, 649, 37 A.2d 709, 710 (Pa. 1944))).
55 Lease, Doc. 39-6 at 4 (§ 10).
IV. CONCLUSION
For the foregoing reasons, Defendants’ motion is granted in part and denied
in part.
An appropriate Order follows.
BY THE COURT:
s/ Matthew W. Brann
Matthew W. Brann
Chief United States District Judge