# HARDWICK v. CONSUMER GUARDIAN SPECIALISTS, LLC

> District Court, W.D. Pennsylvania · March 26, 2021

URL: https://www.frixlaw.com/law-library/cases/10416426

## Case

- **Court:** District Court, W.D. Pennsylvania
- **Decided:** March 26, 2021
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/10416426

## How later opinions describe it (automated extraction)

- holding that the CROA is a strict liability statute

## Opinion text

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA

LINDA HARDWICK, on behalf of herself )
and all others similarly situated, )
)
Plaintiff, )
) 2:20-cv-00060
v. )
)
CONSUMER GUARDIAN SPECIALISTS, )
LLC, D/B/A CREDIT SHIELD, AND )
SARAH YOUNG, )
)
Defendants. )
OPINION
Mark R. Hornak, Chief United States District Judge

Before the Court is Defendant Consumer Guardian Specialists, LLC, d/b/a Credit Shield
(“Consumer Guardian”) and Defendant Sarah Young’s (“Young”) joint Motion to Dismiss (ECF No.
43) Plaintiff Linda Hardwick’s (“Hardwick”) Amended Complaint (ECF No. 34), in which Hardwick
alleges that Defendants violated several provisions of the Credit Repair Organizations Act (“CROA”),
15 U.S.C. § 1679 et seq.
Defendants seek to dismiss all claims against Consumer Guardian and Young under Federal
Rules of Civil Procedure 12(b)(1), (b)(2), (b)(3), (b)(4), (b)(5), and (b)(6). As to Defendant Young, the
Court concludes that it does not have personal jurisdiction over this Defendant, and accordingly
GRANTS the Motion to Dismiss to the extent it seeks to dismiss Hardwick’s claims against Young
under Rule 12(b)(2).1 As to Defendant Consumer Guardian, the Court concludes that on the record as

1 Because the Court dismisses the claims against Young pursuant Federal Rule of Civil Procedure 12(b)(2), the Court
need not consider the other grounds for dismissal as to Young raised in the Motion to Dismiss. (ECF No. 43.) As for
Consumer Guardian, the Court will hold in abeyance the resolution of the Motion to Dismiss pending the completion
of limited jurisdictional discovery.
now exists, it would grant Consumer Guardian’s Motion. However, the record at present also leads the
Court to conclude that there are factual allegations “that suggest ‘with reasonable particularity’ the
possible existence of . . . requisite ‘contacts between [Consumer Guardian] and the forum state,”
and so the Court will permit limited jurisdictional discovery to determine Consumer Guardian’s
contacts with the forum. Toys “R” Us, Inc. v. Step Two, S.A., 318 F.3d 446, 456 (3d Cir. 2003).

Pending the completion of that limited discovery, the Court will hold in abeyance the grant of the
Motion to Dismiss as to Consumer Guardian. In the meantime, the Court will stay and administratively
close this case pending completion of the limited jurisdictional discovery authorized by the Court.
I. BACKGROUND
The Court draws the relevant facts from Hardwick’s Amended Complaint. (ECF No. 34.)
Hardwick is a Pittsburgh resident who used Consumer Guardian’s credit repair services. (Id. at 3.)
Defendant Consumer Guardian, doing business as “Credit Shield,” is a registered limited liability
company (“LLC”) allegedly domiciled in Florida. (Id. at 3.) Consumer Guardian is a “credit repair
organization” in the business of assisting consumers to improve their credit records, credit history,

and credit ratings. (Id.) Young is the “managing principal, operator[,] and controller” of Consumer
Guardian, and she resides in Lutz, Florida. (Id. at 4.)
In September 2018, Hardwick contracted with Consumer Guardian, through which
Consumer Guardian would allegedly dispute “credit card or other debts with third party collection
agencies” to improve Hardwick’s credit score (a service that Hardwick alleges Consumer Guardian
advertises on its website). (Id. at 4.) In sum, Hardwick contends that Defendants (1) illegally
charged her for credit repair services that they failed to fully perform, an amount Hardwick alleges
to total $3,431.67, all in violation 15 U.S.C. § 1697b and (2) “failed to provide the required written
disclosures” in violation of § 1692a.2 (Id. at 5–9 (referring to the disclosures listed in §§ 1679c and
1679d).) Hardwick contends that because Defendants violated CROA disclosure requirements, the
contract between Hardwick and Consumer Guardian “is void and unenforceable” under § 1697f.
For these alleged CROA violations, Hardwick seeks to have this Court certify this case as a class
action and requests that the Court order Defendants to “pay actual, consequential, statutory, and/or

punitive damages . . . including restitution and disgorgement of all profits and unjust enrichment.”
(Id. at 23.) Hardwick also requests a declaration that the contracts entered are void and
unenforceable, and seeks the payment of attorney’s fees, litigation costs, and “pre- and post-
judgment interest on any amounts awarded.” (Id. at 24.)
Defendants jointly moved to dismiss this action against both Consumer Guardian and
Young under Federal Rules of Civil Procedure 12(b)(1) through 12(b)(6). (ECF No. 43.) Hardwick
filed an Opposition (ECF Nos. 46 and 47), to which Defendants replied (ECF No. 48). For the
Court’s consideration, both parties submitted several exhibits (ECF Nos. 34-1–34-8; 43-2; 43-3;
47-1; and 48-1), which the Court may properly consider on a Rule 12(b)(2) jurisdictional

challenge. See Patterson v. F.B.I., 893 F.2d 595, 604 (3d Cir. 1990). The matter is now ripe for
disposition.
II. LEGAL STANDARD
Under Federal Rule of Civil Procedure 12(b)(2), a party may move to dismiss an action for
lack of personal jurisdiction. Once a challenge to personal jurisdiction has been raised, the plaintiff
bears the burden of establishing “jurisdictional facts through sworn affidavits or other competent

2 Hardwick somewhat generically alleges that “Defendant Credit Shield and Defendant Sarah Young are jointly and
severally liable as a result of the participation theory, agency relationship, and/or their conspiracy to engage in an
intentional tort in violation of federal law.” (ECF No. 34, at 23.)
evidence.” Patterson, 893 F.2d at 604 (citation omitted). The plaintiff must show “either that the
cause of action arose from the defendant’s forum-related activities (specific jurisdiction) or that
the defendant has ‘continuous and systematic’ contacts with the forum state (general
jurisdiction).” Mellon Bank (East) PSFS, N.A. v. DiVeronica Bros., Inc., 983 F.2d 551, 554 (3d
Cir. 1993) (citations omitted). When the district court does not hold an evidentiary hearing as to

personal jurisdiction, the plaintiff must “establish a prima facie case of personal jurisdiction,” and
the Court must accept as true all allegations in the complaint. See Miller Yacht Sales, Inc. v. Smith,
384 F.3d 93, 97 (3d Cir. 2007); Carteret Sav. Bank, F.A. v. Shushan, 954 F.2d 141, 142 n.1 (3d Cir.
1992) (“[C]ourts reviewing a motion to dismiss a case for lack of in personam jurisdiction must
accept all of the plaintiff’s allegations as true and construe disputed facts in favor of the plaintiff.”).
Here, the Court analyzes whether the record supports the existence of a prima facie case of specific
personal jurisdiction over either or both Defendants, as Hardwick does not argue that general
personal jurisdiction is the basis for jurisdiction in this case.3 (See ECF No. 47, at 10–13.)
III. DISCUSSION

Two main issues are before the Court: (1) whether Defendants’ contacts, as alleged in the
Amended Complaint and in the record before the Court, show that Defendants directed their
activities at the forum, such that they purposefully availed themselves of the privilege of
conducting activities within Pennsylvania; and (2) whether the Court should permit limited
jurisdictional discovery as to either Defendant. The Court concludes that Hardwick’s allegations

3 Although Hardwick does not contend that the Court may exercise general personal jurisdiction over either Defendant,
Defendants’ joint Motion to Dismiss argues that the Court has neither general personal jurisdiction nor specific
personal jurisdiction over Defendants. The Court agrees with Defendants in that the contacts as alleged in Hardwick’s
Amended Complaint fall short in facially establishing that either Defendant “carried on a continuous and systematic
part of its general business within the Commonwealth of Pennsylvania sufficient to confer in personam jurisdiction over
it[.]” Provident Nat’l Bank v. Calif. Fed. Sav. & Loan Ass’n, 819 F.2d 434, 438 (3d Cir. 1987). For many of the same
reasons that the Court explains that it does not have specific personal jurisdiction over either Defendant, the Court
also concludes that it does not have general personal jurisdiction over Consumer Guardian or Young.
against Young do not facially show sufficient contacts with Pennsylvania such that the Court may
exercise personal jurisdiction over Young, and that jurisdictional discovery about Young’s contacts
is not warranted. As to Consumer Guardian, Hardwick has raised allegations sufficient for this Court
to permit jurisdictional discovery as to Consumer Guardian’s jurisdictional contacts with
Pennsylvania, and thus the Court will hold in abeyance its resolution of Consumer Guardian’s

Motion to Dismiss.
A. General and Specific Personal Jurisdiction
Federal courts may “exercise personal jurisdiction according to the law of the state where
it sits.” O’Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 316 (3d Cir. 2007). Looking to
Pennsylvania’s long-arm statute, a federal court sitting in Pennsylvania may exercise jurisdiction
“based on minimum contacts with th[e] Commonwealth allowed under the Constitution of the
United States.” Id. (quoting 42 Pa. Cons. Stat. Ann. § 5322(b)) (citing Mellon Bank (East) PSFS,
Nat’l Ass’n v. Farino, 960 F.2d 1217, 1221 (3d Cir. 1992)). “A district court’s exercise of personal
jurisdiction pursuant to Pennsylvania’s long-arm statute is therefore valid as long as it is

constitutional.” Pennzoil Prods. Co. v. Colelli & Assocs., Inc., 149 F.3d 197, 200 (3d Cir. 1998)
(citing Farino, 960 F.2d at 1221 and Renner v. Lanard Toys Ltd., 33 F.3d 277, 279 (3d Cir. 1994)).
A court may exercise either general jurisdiction or specific jurisdiction. O’Connor, 496 F.3d at
317 (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414–15 & n.9
(1984)). “General jurisdiction exists when a defendant has maintained systematic and continuous
contacts with the forum state.” Marten v. Goodwin, 499 F.3d 290, 296 (3d Cir. 2007) (citing Hall,
466 U.S. at 408, 414–15 & n.8). Hardwick does not argue that general jurisdiction applies here,
and the Court focuses its inquiry on whether it has specific jurisdiction over either Defendant. (See
ECF No. 47.)
To determine whether specific jurisdiction exists, courts apply a three-part inquiry: First,
whether the defendant has “purposefully directed [its] activities at the forum.” O’Connor, 496 F.3d
at 317 (internal quotation marks omitted) (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462,
472 (1985)). Second, whether the present litigation arises out of or relates to at least one of those
activities. Id. (citing Hall, 466 U.S. at 414–15 & n.9). Third, assuming the first two requirements

are satisfied, “a court may consider whether the exercise of jurisdiction otherwise ‘comport[s] with
fair play and substantial justice.’” Id. (internal quotation marks omitted) (quoting Burger King,
471 U.S. at 476).
At issue is the first prong: whether Consumer Guardian and Young directed their activities
at Pennsylvania such that they purposefully availed themselves of the privilege of conducting
activities within the forum––an analysis that is otherwise known as minimum contacts analysis.
Id. As this Court recently observed in LCV Capital Management, LLC v. Nuova Argo Finanziaria
S.p.A. et al., “the Supreme Court’s guidance in Walden v. Fiore is controlling of its analysis here.”
No. 18-01645, 2021 WL 716728, at *5 (W.D. Pa. Feb. 24, 2021) (citing Walden v. Fiore, 571 U.S.
277 (2014)).4 To “exercise [specific] jurisdiction consistent with due process, the defendant’s suit-

4 During the pendency of this action, the Supreme Court issued its decision in Ford Motor Co. v. Montana Eighth
Judicial District Court, Nos. 19-368, 19-369, slip op. at 1 (U.S. Mar. 25, 2021). In Ford, the personal jurisdiction
issue before the Supreme Court focused on the second prong of the specific jurisdiction analysis: whether a
plaintiff’s alleged injury arises out of the defendant’s minimum contacts with the forum. Specifically, in Ford, the
Court analyzed whether the automobile company’s expansive sales, advertising, service, and related activities in
Montana and Minnesota––which Ford conceded satisfied the “purposeful availment” prong of the specific
jurisdiction analysis––were sufficiently connected to the injuries caused in each state by Ford’s product. Id. at 7, 9.
The Court held that “[w]hen a company like Ford serves a market for a product in a State and that product causes
injury in the State to one of its residents, the State’s court may entertain the resulting suit.” Id. at 1–2.

Unlike the defendant in Ford, neither Consumer Guardian nor Young concede that they have minimum
contacts with Pennsylvania sufficient to show that they purposefully availed themselves of the privileges of
conducting business in Pennsylvania. Rather, they oppose that assertion. (ECF No. 48, at 10.) The issue before the
Supreme Court and its ultimate holding in Ford does not change this Court’s analysis of specific personal
jurisdiction on the record as it now exists. In the Court’s estimation, at issue in this case is whether the first prong of
specific jurisdiction is satisfied: whether Defendants purposefully availed themselves of the privileges of conducting
business in Pennsylvania. Because the Court concludes that the record at present does not show that either
related conduct must create a substantial connection with the forum State.” Walden, 571 U.S. at 284.
Whether a court may exercise specific jurisdiction “depends on an affiliatio[n] between the forum
and the underlying controversy (i.e., an activity or an occurrence that takes place in the forum State
and is therefore subject to the State’s regulation),” which narrows a court’s focus under this first
prong to the relationship among the forum state, the defendant, and the case at issue. See Walden,

571 U.S. at 283 n.6 (alteration in original) (internal quotation marks omitted) (quoting Goodyear
Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)).
As a result, the Court must assess whether Young or Consumer Guardian’s “suit-related
conduct” creates “a substantial connection” with Pennsylvania to establish the necessary minimum
contacts. Id. at 284. The minimum contacts inquiry “looks to the defendant’s contacts with the
forum State itself, not the defendant’s contacts with persons who reside there.” Id. (citing Int’l
Shoe Co. v. Washington, 326 U.S. 310, 319 (1945)). “[T]he plaintiff cannot be the only link
between the defendant and the forum [as] it is the defendant’s conduct that must form the necessary
connection with the forum State that is the basis for its jurisdiction over [the defendant].” Walden,

571 U.S. at 285–86 (citing Burger King, 471 U.S. at 478). Finally, the “defendant’s relationship
with a plaintiff [or a third party] . . . is an insufficient basis for jurisdiction[.]” Id. at 286. (citing
Rush v. Savchuck, 444 U.S. 320, 332 (1980)).
B. Jurisdictional Discovery
In her Opposition to Defendants’ to Motion to Dismiss, Hardwick “requests jurisdictional
discovery to establish all of Defendants’ contacts with the forum related to Plaintiffs’ claims.”

Defendant has sufficient minimum contacts with Pennsylvania such that they purposefully availed themselves of the
forum’s laws and privileges, the Court is not faced with the same issue that was before the Supreme Court in Ford:
whether the alleged contacts are sufficiently related to the plaintiffs’ suit for the Court to exercise personal
jurisdiction. See Ford, slip op. at 9.
(ECF No. 47, at 12.) “[If t]he plaintiff’s claim is not clearly frivolous [as to the basis for personal
jurisdiction], the district court should ordinarily allow discovery on jurisdiction in order to aid the
plaintiff in discharging that burden . . . . Furthermore, we have found jurisdictional discovery
particularly appropriate where the defendant is a corporation.” Metcalf v. Renaissance Marine Inc.,
566 F.3d 324, 336 (3d Cir. 2009) (internal citation omitted) (alterations in original) (citing

Compagnie Des Bauxites de Guinee v. L’Union Atlantique S.A. d’Assurances, 723 F.2d 357, 362
(3d Cir. 1983)). Thus, “[i]f a plaintiff presents factual allegations that suggest ‘with reasonable
particularity’ the possible existence of the requisite ‘contacts between [the party] and the forum
state, the plaintiff’s right to conduct jurisdictional discovery should be sustained.” Toys “R” Us,
Inc., 318 F.3d at 456 (internal quotation marks omitted) (quoting Farino, 960 F.2d at 1223); see
Shuker v. Smith & Nephew, PLC, 885 F.3d 760, 781 n.20 (3d Cir. 2018).
Here, the Court must distinctly assess whether it has specific personal jurisdiction over
each Defendant, as well as whether the filings before the Court suggest with “reasonable
particularity” the possible existence of minimum contacts with Pennsylvania, thus warranting

jurisdictional discovery. The Court first addresses these questions as to Young and then turns its
attention to Consumer Guardian.
C. Defendant Sarah Young
Young argues that Hardwick has failed to establish this Court’s personal jurisdiction over
her because none of the alleged facts show “that the controversy arose from [Young’s] activities
within the forum state” or that the alleged activities satisfy the purposeful availment prong of the
minimum contacts test.5 (ECF No. 43, at 15; No. 48, at 10.) Young points out that she is a resident

5 In their Reply (ECF No. 48), Defendants argue that neither Defendant satisfies the “effects” test as laid out in Calder
v. Jones, 465 U.S. 783, 789 (1984), “in which the Supreme Court found personal jurisdiction to be proper over
nonresident defendants that committed an intentional tort outside the forum.” IMO Indus., Inc. v. Keikert AG, 155
of Florida and is not a party to the contract between Hardwick and Consumer Guardian. (Id. at 17–
18.) As a result, Young contends that she “could not reasonably expect under standards of fair play
and justice . . . to be haled before a Tribunal in the Western District of Pennsylvania.” (Id. at 17.)
Finally, Young argues that the “fiduciary shield doctrine prohibits this court form exercising
personal jurisdiction over [Young] based solely on [Young’s] job-related contacts.” (ECF No. 48,

at 12 (citing Rice v. Nova Biomedical Corp., 38 F.3d 909, 912 (7th Cir. 1994); Evergreen Media
Holdings, LLC v. Safran Co., 68 F. Supp. 3d 664, 676 (S.D. Tex. 2014)).)
In opposition, Hardwick argues that because Young is responsible for the “management”
of Consumer Guardian’s actions that lead to this dispute, “she can properly be expected to answer
here as the actions of [Consumer Guardian, and that] coupled with Pennsylvania’s participation
theory make jurisdiction [over Young] proper.” (ECF No. 47, at 12.) Hardwick also requests
“limited jurisdictional discovery” to “more fully establish [Young’s] conduct directed towards the
forum state.” (Id.)

F.3d 254, 256 (3d Cir. 1998) (discussing Calder’s holding). In IMO Industries, Inc., the Third Circuit held that for the
Calder “effects” test to apply, the “defendant must have committed an intentional tort.” 155 F.3d 254, 256 (3d Cir.
1998). Based on this Court’s survey of applicable law, CROA violations like the claims here do not constitute
intentional torts because the CROA is a strict liability statute not requiring intentionally culpable conduct. See
McDaniel v. Credit Sols. of Am., Inc., No. 08-00928, 2012 WL 13102240, at *8 (N.D. Tex. Mar. 21, 2012) (citing
Hillis v. Equifax Consumer Serv., Inc., 237 F.R.D. 491, 502 (N.D. Ga. 2002)) (“If an entity’s representations and
actions fall under the purview of the CROA . . . , it is strictly liable for statutory violations regardless whether an
individual relied on, was exposed to, or was harmed by its representations or actions.”); Helms v. ConsumerInfo.com,
Inc., 236 F.R.D. 561, 569 (N.D. Ala. 2005) (holding that the CROA is a strict liability statute). But even if the CROA
were not a strict liability statute, the Court’s conclusion would remain the same. As the Court explains above, the
alleged contacts presented in the Amended Complaint and other filings before the Court do not establish that either
Young or Consumer Guardian (1) purposefully availed itself of the privileges and laws of the forum state under the
Walden v. Fiore minimum contacts test; or that either Young or Consumer Guardian’s conduct (2) connect them to
the forum in a meaningful way. LCV Capital Mgmt., LLC v. Nuova Argo Finanziaria S.p.A. et al., No. 18-01645, 2021
WL 716728, at *9 (W.D. Pa. Feb. 24, 2021) (“The Supreme Court in Walden further refined the Calder ‘effects’ test,
concluding that ‘[t]he proper question [of the ‘effects’ test] is not where the plaintiff experienced a particular injury
or effect but whether the defendant’s conduct connects him to the forum in a meaningful way.’” (quoting Walden v.
Fiore, 571 U.S. 277 (2014) (emphasis added))).
1. Minimum Contacts: Sarah Young

“Each defendant’s contacts with the forum State must be assessed individually,” and
“jurisdiction over an employee [or an officer of an organization] does not automatically follow
from jurisdiction over the corporation [or entity] which employs [them.]” Keeton v. Hustler
Magazine Inc., 465 U.S. 770, 781 n.13 (1984) (citing Rush v. Savchuck, 205 U.S. 364, 391 (1980));
see Elbeco Inc. v. Estrella de Plato, Corp., 989 F. Supp. 669, 676 (E.D. Pa. 1997) (quoting Nat’l
Precast Crypt Co. v. Dy-Core of Pa., Inc., 785 F. Supp. 1186, 1191 (M.D. Pa. 1992)). As a result,
the Court must determine (1) whether Young, outside her official capacity at Consumer Guardian,
has sufficient minimum contacts with Pennsylvania in her personal capacity. Second, because
Hardwick argues that personal jurisdiction is proper over Young via a participation theory and due
to her status as a managing principal, operator, or controller of Consumer Guardian, the Court
must also assess (2) whether any of Young’s acts in her official capacity as the alleged “managing
principal” of Consumer Guardian create sufficient contacts with Pennsylvania that would subject
her to this Court’s jurisdiction.

a. Young’s Personal-Capacity Contacts with Pennsylvania
Hardwick does not allege contacts that substantially connect Young in her personal
capacity to Pennsylvania. Outside her official role at Consumer Guardian, there is nothing alleged
within the Amended Complaint––nor is anything noted in the various exhibits filed––that connects
Young to Pennsylvania. The only relevant contacts that the Court could discern from the record is
that Young is the “managing principal, operator, and controller” of Consumer Guardian and that
such a role creates personal jurisdiction over her. (ECF No. 34, at 4.)
Under Walden, the necessary inquiry into the existence of minimum contacts for specific
jurisdiction purposes is whether the alleged contacts sufficiently establish the defendant’s
relationship with the forum state rather than focusing on the plaintiff’s relationship with the forum
state. See Walden, 571 U.S. at 285–86 (citing Burger King, 471 U.S. at 478) (“[I]t is the defendant’s
conduct that must form the necessary connection with the forum State that is the basis for [the
court’s] jurisdiction[.]”). The record reflects that Hardwick, as a resident of Pennsylvania, is “the
only link between [Young] and the forum,” which Walden rejects as the basis for a court’s exercise

of specific jurisdiction over an out-of-state defendant. See Walden, 571 U.S. at 285–86. Young is a
Florida resident and is not party to the contract giving rise to the alleged CROA claims here. The
Court also notes that, in any event, a contract would be insufficient grounds for the exercise of
personal jurisdiction over her. See Burger King Corp., 471 U.S. at 478 (1985) (“If the question is
whether an individual’s contract with an out-of-state party alone can automatically establish
sufficient minimum contacts in the other party’s home forum, we believe the answer clearly is that
it cannot.” (emphasis in original)).
Hardwick essentially argues that because she resides in Pittsburgh and thus felt the effects
of the alleged CROA violations in the forum, it can be said that Young purposefully availed herself

of the benefits and privileges of the forum. If Hardwick relies on this argument as support for this
Court’s exercise of specific personal jurisdiction over Young, this argument will not carry the day
because it runs contrary to the principles set forth in Walden. See LCV Capital Mgmt., LLC, 2021
WL 716728, at *11–13 (discussing the minimum contacts test under Walden and rejecting a similar
argument). Rather, the record reflects that Young does not “(1) personally own property or real
estate [in Pennsylvania]; (2) personally maintain bank accounts [in Pennsylvania]; [or] (3) transact
business in a personal capacity [in Pennsylvania],” which cuts against of a finding of specific or
general jurisdiction. Nat’l Precast Crypt Co., 785 F. Supp. at 1191. Thus, Young’s only contacts
“with this forum result from the” the alleged fact that she is the manager, operator, or controller of
Consumer Guardian, job-related contacts that the Court examines next. Id.
b. Young’s LLC-Official-Capacity Contacts with Pennsylvania
Hardwick argues that by way of Young’s role as the managing principal, operator, or
controller of Consumer Guardian, personal jurisdiction can be exercised over Young under the

participation theory. (ECF No.47, at 12.)
According to several other district courts, “[i]ndividuals performing acts in a state in their
corporate capacity are not subject to personal jurisdiction of the courts of that state for those acts.”
Elbeco Inc. v. Estrella de Plato, Corp., 989 F. Supp. 669, 676 (E.D. Pa. 1997) (alteration and
quotation marks omitted) (quoting Nat’l Precast Crypt Co., 785 F. Supp. at 1191). District courts
within our Circuit that have analyzed the “fiduciary shield” doctrine have recognized exceptions
to this rule and held that “a corporate agent may be held personally liable for torts committed in
their corporate capacity,” see McMullen v. European Adoption Consultants, Inc., 129 F. Supp. 2d
805, 811 (W.D. Pa. 2001) (collecting cases), or for violating “a statutory scheme that provides for
personal, as well as a corporate, liability for corporate actions.” United Prods. Corp. v. Admiral

Tool & Mfg. Co., 122 F. Supp. 2d 560, 562 (E.D. Pa. 2000) (citing Nat’l Precast Crypt Co., 785
F. Supp. at 1191). The Third Circuit has not directly addressed the fiduciary shield’s applicability
to issues of personal jurisdiction over corporate officials, although it has held that officers of a
fictional entity can be held personally liable under statutory schemes. See Square D. Co. v. Scott
Elec. Co., No. 06-00459, 2008 WL 4877990, at *2 (W.D. Pa. Nov. 12, 2008) (discussing Elec.
Lab. Supply Co. v. Cullen, 977 F.2d 798, 807 (3d Cir. 1992), which held that “[a] corporate officer
who actually and substantially participates in the corporation’s act of trademark infringement is
personally liable under [the Lanham Act] even though he acted as an agent of the corporation
rather than on his own behalf”).
In assessing Defendants’ fiduciary shield argument, this Court has the benefit of persuasive
guidance from other district courts. In McMullen v. European Adoption Consultants, Inc., the court
synthesized a test other district courts have used in assessing personal jurisdiction based on

corporate contacts or the like, and whether those contacts can create the basis for personal
jurisdiction over individuals who serve in an official corporate capacity role. As a result, this Court
finds the test summarized in McMullen to be a persuasive analytical tool, and one that the Court
implements here: “Using a case-by-case approach to determine whether corporate contacts should
be considered for personal jurisdiction over an officer, courts analyze the following factors: (1) the
officer’s role in the corporate structure; (2) the quality of the officer’s contacts; and (3) the nature
and extent of the officer’s participation in the alleged tortious conduct [or statutory violation.]”
McMullen, 129 F. Supp. 2d at 811; United Prods. Corp., 122 F. Supp. 2d at 562.
Young is critical to the LLC’s structure as the alleged managing principal, operator, and

controller of Consumer Guardian––an alleged fact that the Court must presume as true, and which
is facially accurate according to Defendants’ Exhibit at ECF No. 43-3, Consumer Guardian’s
annual LLC report. Second, as to the nature and quality of Young’s contacts with Pennsylvania,
there facially appear to be none. She is not party to the contract between Consumer Guardian and
Hardwick, nor did she sign any contract between Consumer Guardian and Hardwick in her official
capacity. (See ECF No. 34-2.) And again, the Court notes that, in any event, a contract alone would
be insufficient to establish personal jurisdiction. Burger King Corp., 471 U.S. at 478. Finally, as
for the third prong, even if Young could be liable under the CROA under a participation theory as
Hardwick argues, such potential liability is not sufficient to subject her to personal jurisdiction in
Pennsylvania, especially where there are no contacts between her and Pennsylvania. United Prods.
Corp., 122 F. Supp. 2d at 562 (citing Andrews v. Compusa, Inc., No. 99-03420, 2000 WL 623234,
*2 (E.D. Pa. May 15, 2000); Sneberger v. BTI Americas, Inc., No. 98–00932, 1998 WL 826992,
at *4 (E.D. Pa. Nov. 30, 1998); Schommer v. Eldridge, No. 92–30372, 1992 WL 357557, at *2
(E.D. Pa. Nov. 30, 1992)). Thus, this third prong does not support establishing jurisdiction over

Young based on her official capacity or status with Consumer Guardian. In short, the combination
of her status with Consumer Guardian and the potential that she could have statutory liability is in
the Court’s judgment insufficient to empower a Pennsylvania court to exercise its power over her
and assess personal liability against her in the absence of any contact between her and the forum
that would demonstrate her purposeful availment of the privileges of the forum state.
For these reasons, the Court determines that Young’s contacts in her official capacity as a
managing principal or operator of Consumer Guardian do not establish personal jurisdiction over
Young. Thus, the Court concludes that it lacks the power to hear claims against Young via specific
personal jurisdiction. As the Court explains below, these circumstances also do not warrant limited

jurisdictional discovery as to her.
2. Jurisdictional Discovery as to Young

“[W]here the defendant is an individual, the presumption in favor of [jurisdictional]
discovery is reduced.” Mass. Sch. of Law at Andover v. Am. Bar Ass’n, 107 F.3d 1026, 1042 (3d
Cir. 1997). In the Amended Complaint, Hardwick presents no factual allegations that suggest with
“reasonable particularity” the possible existence of contacts between Young and Pennsylvania, in
either her personal capacity or Consumer Guardian official capacity. The Amended Complaint
alleges only that Young is the managing principal and controller of Consumer Guardian.
Otherwise, it is apparent from the face of the Amended Complaint that Young is not part of the
contract between Hardwick and Consumer Guardian, and that she is a resident of Florida with no
connection to Pennsylvania.
Thus, all claims raised against Young in the Amended Complaint are dismissed without
prejudice for lack of personal jurisdiction. To the extent that Hardwick requests limited
jurisdictional discovery as to Young, the request is denied because the facts alleged in Hardwick’s

Amended Complaint do not “suggest ‘with reasonable particularity’ the possible existence of the
requisite ‘contacts between [Young] and the forum state.” Toys “R” Us, Inc., 318 F.3d at 456.
D. Defendant Consumer Guardian
Like Young, Consumer Guardian argues that Hardwick has failed to meet her burden to
establish this Court’s jurisdiction over the LLC. Consumer Guardian first notes that the contract
between Hardwick and Consumer Guardian “contemplates that ‘This agreement shall be construed
and consummated in State of Florida’” and also includes a forum-selection clause choosing Orange
County, Florida as the forum for disputes arising out of the contract. (ECF No. 43, at 17 (citing
ECF No. 34-2).) Second, Consumer Guardian argues that because its principal place of business

and place of incorporation is Florida, haling Consumer Guardian to court in the Western District
of Pennsylvania offends “standards of fair play and justice.” (Id.) In turn, Hardwick argues that
Consumer Guardian “purposefully directed activities at the forum as they entered into an unlawful
arrangement with” Hardwick and withdrew money from Hardwick’s bank account in the Western
District of Pennsylvania. (ECF No. 47, at 11.) Hardwick also asserts that Consumer Guardian
“undertook actions that would impact [Hardwick’s] credit score and corresponding score, which is
central to Hardwick, and therefore affected [her in this forum].” (Id.)
1. Minimum Contacts: Consumer Guardian

Based on the Amended Complaint and other material filings, the Court summarizes the
relevant contacts Hardwick alleges as substantially connecting Consumer Guardian to Pennsylvania:
(1) a contract consummated in Florida and subject to a Florida forum-selection and choice of law
clause signed by Hardwick (ECF No. 34, at 4); (2) Consumer Guardian’s passively interactive
website that advertises their credit repair services (id.); and (3) and a series of “debt validation
requests” faxed by Hardwick through Chad Jones,6 a representative of Consumer Guardian to three
debt collectors, all of which are located outside Pennsylvania. (Id. at 6.) The Court concludes that
these contacts do not satisfy the minimum contacts test set forth in Walden.
Each alleged contact is based on the effect Hardwick felt in the forum. Thus, the minimum
contacts as alleged in Hardwick’s Amended Complaint and other filings the Court may properly
consider are insufficient for this Court to exercise specific personal jurisdiction because the alleged
contacts center on Hardwick’s relationship with the forum state, rather than Consumer Guardian’s
relationship with the forum. See Walden, 571 U.S. at 285–86 (citing Burger King, 471 U.S. at 478)

(“[I]t is the defendant’s conduct that must form the necessary connection with the forum State that
is the basis for [the court’s] jurisdiction[.]”); see also LCV Capital Mgmt., 2021 WL 716728, at
*11–*13.
While the contract at issue connects Consumer Guardian to Hardwick, who resides in
Pennsylvania, Hardwick’s jurisdictional allegations based on the contract fail to connect Consumer
Guardian “to the forum in a meaningful way,” and the alleged contacts do not suggest that

6 The record does not establish where Chad Jones was located, although the Court notes that the three debt
validation letters requested that any written responses be sent to the following address: “C/O: Secretarial Service;
P.O. Box 339 Delta, PA 17314.” (ECF Nos. 34-5, 34-6, and 34-7.) The Court further observes that this mailing
address is the same address that Consumer Guardian lists in its Florida LLC Annual Report. (ECF No. 43-3.)
Consumer Guardian is benefitting from the privileges or laws of Pennsylvania. Walden, 571 U.S.
at 290 (emphasis added); Burger King Corp., 471 U.S. at 478 (“If the question is whether an
individual’s contract with an out-of-state party alone can automatically establish sufficient
minimum contacts in the other party’s home forum, we believe the answer clearly is that it cannot.”
(emphasis in original)). Moreover, a Consumer Guardian representative sent the debt-validation

communications, allegedly as part of the services Consumer Guardian was to perform under the
contract, to entities outside the forum, and thus these letters, on the record at present, do not
themselves constitute a contact connecting Consumer Guardian to Pennsylvania in a meaningful
way. Walden, 571 U.S. at 290.
As for the alleged contact based on Consumer Guardian’s website, courts have at times
held that where an entity advertises and sells goods or products over an interactive website
targeting a specific geographic region, the website itself permits the court to exercise specific
jurisdiction. In the seminal case of Zippo Manufacturing Co. v. Zippo Dot Com, Inc., 952 F. Supp.
1119 (W.D. Pa. 1997), this Court analyzed whether it could exercise specific personal jurisdiction

based on the operation of a website. The court held that “[i]n cases where the defendant is clearly
doing business through its web site in the forum state, and where the claim relates to or arises out of
the use of the web site . . . personal jurisdiction exists.” Toys “R” Us, Inc., 318 F.3d at 452
(discussing Zippo, 952 F. Supp. at 1124). The Third Circuit has also made plain that where a website
does not accept payment or engage in business transactions, but serves purely as an informational
platform (i.e., permitting customers to enter personal information to access more information), that
internet contact cannot create jurisdiction over the defendant. See Ackourey v. Sonellas Custom
Tailors, 573 F. App’x 208, 212 (3d Cir. 2014).
Consumer Guardian’s website is purely informational, permitting customers interested in the
credit repair organization’s services to enter contact information if a prospective customer wants to
learn more. (See ECF No. 34-3.) Moreover, the fact that Hardwick is from Pennsylvania and
accessed the website while in Pennsylvania does not create jurisdiction over Consumer Guardian.
Walden, 571 U.S. at 285–86. (“[T]he plaintiff cannot be the only link between the defendant and the

forum.”). In sum, based on the contacts as alleged in the Amended Complaint and the relevant filings
proffered as part of Defendants’ jurisdictional challenge, there are insufficient contacts for this Court
to conclude that Consumer Guardian has substantial connections with Pennsylvania such that the
LLC purposefully availed itself of the forum’s laws and privileges.
That said, there is one filing in the record before the Court that creates “the possibility” of a
connection between Consumer Guardian and Pennsylvania, such that jurisdictional discovery to
examine Consumer Guardian’s contacts with Pennsylvania is warranted. And that is explained
below.
2. Jurisdictional Discovery as to Consumer Guardian

In Hardwick’s Opposition to the Motion to Dismiss, she points out that “[c]ontained within
Exhibit ‘A’ of Defendants’ motion is a ‘Florida Limited Liability Company Annual Report’ which
delineates the ‘Current Mailing Address’ of [Consumer Guardian] as ‘Box 399 Delta PA 17314.’”
(ECF No. 47, at 12. (referring to ECF No. 43-3).) On this basis, Hardwick requests limited
jurisdictional discovery to determine whether Consumer Guardian has “established operations in
Pennsylvania . . . [and] undertaken actions directed at both Pennsylvania and this forum” that would
support jurisdiction over Consumer Guardian. (Id.) As an Exhibit to the joint Motion to Dismiss
reveals, Defendants did indeed file a report titled “2020 Florida Limited Liability Company Annual
Report” at ECF No. 43-3. The Report lists Consumer Guardian Specialist LLC’s current principal
place of business as Lutz, Florida, but it also lists the LLC’s current mailing address as “Box 339,
Delta, PA 17314.” (Id.) Moreover, the Court observes that in each debt validation request letter that
Consumer Guardian allegedly faxed on behalf of Hardwick, the mailing address to which written
responses were requested to be sent matches the Pennsylvania post office box mailing address listed
in Consumer Guardian’s LLC annual report. (Compare ECF Nos. 34-5, 34-6, and 34-7, with ECF No.

43-3.) The issue is whether this exhibit and the matching mailing address listed in each of the three
debt validation letters present factual allegations that suggest with “reasonable particularity” the
possible existence of contacts between Consumer Guardian and Pennsylvania.
When a defendant is a corporation or some other fictional business entity, like an LLC such
as Consumer Guardian, the Third Circuit looks favorably upon limited discovery as to personal
jurisdiction. Metcalf, 566 F.3d at 336. Thus, the Court concludes that Consumer Guardian’s
representation in an official LLC annual report that its current mailing address is in Pennsylvania,
in addition to the matching address listed in the debt validation letters, suggests with “reasonable
particularity” the possible existence of contacts between Consumer Guardian and Pennsylvania.

The Court will therefore permit the parties to engage in limited jurisdictional discovery for a period
of sixty (60) days from the date of this Opinion. Discovery is limited to matters proving or negating
Consumer Guardian’s jurisdictional contacts with Pennsylvania and whether those contacts might
support either specific personal jurisdiction or general personal jurisdiction.7

7 While Hardwick argues that specific personal jurisdiction is the basis for the Court’s exercise of jurisdiction over
Consumer Guardian in her briefing (ECF No. 47), the Court does not foreclose Hardwick from arguing that the Court
has general personal jurisdiction in the alternative should the authorized limited jurisdictional discovery reveal the
(unlikely) reality that Consumer Guardian has such continuous and systematic contacts with, or a presence in,
Pennsylvania such that it is “at home” here. Ford, slip op. at 5.
IV. CONCLUSION
For all the reasons set forth in this Opinion, the Court grants in part Defendants’ Motion to
Dismiss to the extent it seeks dismissal of Hardwick’s claims against Sarah Young for want of
jurisdiction. Thus, the Court dismisses Hardwick’s claims against Sarah Young without prejudice
for want of personal jurisdiction. As for the claims brought against Consumer Guardian, the Court,

on the record at present, holds in abeyance its decision to grant Defendants’ Motion to Dismiss as
to Consumer Guardian pending completion of limited jurisdictional discovery regarding Consumer
Guardian’s jurisdictional contacts with Pennsylvania. The parties will have sixty (60) days from
the date of the issuance of this Opinion to complete limited jurisdictional discovery regarding
Consumer Guardian’s contacts with Pennsylvania.
This action will be stayed and administratively closed during that period of limited
jurisdictional discovery and during the pendency of any renewal of the Motion to Dismiss as to
Consumer Guardian. Further, the parties shall file a joint status report as to the conduct of such
discovery thirty (30) days after the date of this Opinion.

s/ Mark R. Hornak
Mark R. Hornak
Chief United States District Judge

Dated: March 26, 2021
cc: All counsel of record

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10416426. Public record. Not legal advice.