Jenkins

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF PENNSYLVANIA

MAURA A. JENKINS, : NO. 1:24-CV-01724

Plaintiff, :

:

v. :

: (CAMONI, M.J.)

HARRISBURG ROTARY CLUB :

A.K.A. ROTARY CLUB OF :

HARRISBURG, AND ROTARY :

INTERNATIONAL, :

Defendants. :

MEMORANDUM OPINION

This matter comes before the Court upon Defendants Rotary

International (“RI”) and Rotary Club of Harrisburg’s (“RCH”) Motions for

Summary Judgment. Docs. 35, 38. Plaintiff Maura Jenkins opposed, and

the Defendants replied. Docs. 42, 44, 46, 47. The Court has carefully

considered the parties’ submissions and reaches its decision without oral

argument under Federal Rule of Civil Procedure 78(b). For the reasons

below, the Court grants the Defendants’ Motions for Summary

Judgment.

I. BACKGROUND

The Court begins with the undisputed and disputed facts. Pursuant

to the Middle District of Pennsylvania’s Local Rules and the Federal

Rules of Civil Procedure, the Court deems admitted Defendants’

statements of material facts to the extent that the Plaintiff’s responses

fail to controvert them.1

A. Undisputed Facts

Plaintiff alleges Title VII employment discrimination claims.

Amended Complaint, Doc. 8 at 1. RCH, a community service

organization, is a member club of RI, an association of member Rotary

clubs throughout the world. RCH’s Statement of Undisputed Material

Facts (“SUMF”), Doc. 38-1 ¶¶ 11, 16; Pl.’s Response to RCH’s SUMF, Doc.

45 ¶¶ 11, 16. Both entities are separate and distinct. RI’s SUMF, Doc. 37

¶ 9; Pl.’s Response to RI’s SUMF, Doc. 43 ¶ 9(c).

1 To one third of the Defendants’ statements of material facts, the

Plaintiff responded, “cannot confirm or deny.” Doc. 43 ¶¶ 2–5, 7–8, 10–

11, 14–16, 18, 20–21, 23, 26–32, 44, 52, 54, 61, 63, 84; Doc. 45 ¶¶ 11–14,

16–21, 23–28, 35. These responses fail to dispute Defendants’ statements

of facts, and so those facts are deemed admitted for the purpose of

summary judgment. M.D. Pa. L.R. 56.1 (“All material facts set forth in

the statement required to be served by the moving party will be deemed

to be admitted unless controverted by the statement required to be served

by the opposing party.”); Fed. R. Civ. P. 56(e)(2) (“If a party fails . . . to

properly address another party’s assertion of fact . . . the court may . . .

consider the fact undisputed for purposes of the motion”); Beard v.

Helman, 722 F. Supp. 3d 521, 527–28 (M.D. Pa. 2024) (“Where

nonmovants fail to support denials with record citations, a common

sanction is to deem these allegations admitted.”).

In 2023, Plaintiff Maura Jenkins worked as a club administrator

for RCH, until it terminated her employment. Doc. 38-1 ¶¶ 29–30; Doc.

45 ¶¶ 29–30. RCH terminated the Plaintiff, its only employee, because

the Plaintiff violated RI’s Code of Conduct via a Facebook post. Doc. 38-1

¶¶ 27, 30, 47; Doc. 45 ¶¶ 27, 30, 47. That Facebook post depicted a small

child saying, “Mommy, I think I’m a boy,” to which the child’s mother

responded, “Well you’re not.” Doc. 38-1 ¶¶ 40–41; Doc. 45 ¶¶ 40–41.

RCH first learned about the Plaintiff’s Facebook post from Una

Martone, a former volunteer for RI. Doc. 37 ¶¶ 53–54, 58; Doc. 43 ¶¶ 53–

54, 58. Martone emailed the “Rotary Club of Harrisburg Leadership,”

criticizing the Plaintiff’s Facebook post as “unacceptable.” Ex. 16, Doc.

37-16 at 2. The email’s recipients did not include any officer or director of

RI. Doc. 37 ¶ 61; Doc. 43 ¶ 61. A few days after receiving Martone’s email,

RCH convened a board meeting. Doc. 37 ¶ 67; Doc. 43 ¶ 67. The RCH

board voted by a majority to terminate the Plaintiff’s employment. Doc.

37 ¶ 71; Doc. 43 ¶ 71.

B. Disputed Facts

The parties primarily dispute: (1) whether RI was the Plaintiff’s

employer (under the single employer theory of liability); and (2) whether

Martone was an employee, representative, or agent of RI. Pl.’s Br., Doc.

42 at 6–8; RCH’s Br., Doc. 39 at 2–5; RI’s Br., Doc. 36 at 19.

The Plaintiff maintains that RI employed her because, among other

reasons, “the facts referenced in [the Plaintiff’s] Amended Complaint are

already admitted as true.” Doc. 45 ¶ 8(b)(ii)–(iii).2 The Plaintiff also

asserts that RI “played a substantial role in managing [RCH] and in the

employment termination of Plaintiff . . . , including but not limited to

direct actions through RI’s employee and/or Agent Una Martone.” Id.

¶ 8(c).

2 The Plaintiff seems to assert that because the Defendants argue there

are no disputed issues of fact that would defeat summary judgment under

Rule 56, that Defendants have “admitted as true” all allegations in the

Amended Complaint. This contention has no basis in any legal authority

the Court is aware of. Elsewhere, Plaintiff argues that this Court must

accept all of the allegations in the Amended Complaint as true under

Rule 12(b), citing to Supreme Court and Third Circuit precedents. See,

e.g., Doc. 44 at 2, citing Leatherman v. Tarrant Cnty. Narcotics Intel. &

Coordination Unit, 507 U.S. 163, 164 (1993) and Nesbit v. Gears

Unlimited, Inc., 347 F.3d 72, 76 (3d Cir. 2003), inter alia. Plaintiff

provides no explanation why the Court should apply the Rule 12(b)

motion to dismiss standard to decide a Rule 56 motion for summary

judgment. All of the cases Plaintiff relies on for this proposition deal with

motions to dismiss, not summary judgments, and are therefore

irrelevant. The Court will not accept as true Plaintiff’s allegations for the

purposes of deciding this motion, but will instead apply the appropriate

summary judgment standard of review.

The Defendants disagree. Doc. 39 at 2; Doc. 36 at 19. They contend

that RI and RCH are separate and distinct legal entities, and that RCH

is not a subsidiary of RI, but is an independent, autonomous club. Doc.

37 ¶ 9; Doc. 38-1 ¶ 15. The Defendants agree with each other that: (1)

neither RCH, “nor its members, agents, or employees, have any authority

to ‘act, negotiate, or contract on behalf of [RI].’” Doc. 38-1 ¶ 21 (quoting

Doc. 37 ¶ 16); (2) “[RI] plays absolutely zero role in the management of or

governing of the daily and internal activities—including the hiring,

firing, training, and/or supervising of employees—of [RCH].” Id. ¶ 22

(citing Doc. 37 ¶ 25); (3) no RCH officer served as an employee, officer or

director of RI, or were in any capacity authorized to act on RI’s behalf.

Doc. 37 ¶¶ 26–28; Doc. 38-1 ¶ 25; and (4) Martone was never an employee

of RCH or RI. Doc. 37 ¶ 52; RCH’s Reply Br., Doc. 47 at 3–4.

C. Procedural History

On October 9, 2024, the Plaintiff filed a complaint, alleging a

violation of Title VII of the Civil Rights Act of 1964. Doc. 1. Finding

deficiencies, the Court granted the Plaintiff leave to amend. Doc. 6. The

Plaintiff filed the Amended Complaint against the Defendants, alleging

religious discrimination and retaliation in violation of Title VII. Doc. 8

¶¶ 61–132. The Defendants moved to dismiss. Docs. 23, 28. Following a

conference with the parties, the Court ordered a limited three-month

period of discovery on the issue “surrounding who was Jenkins’s

employer, including whether the defendants were acting as a single

entity and whether [RCH] was acting as an agent of [RI].” March 12,

2025, Order, Doc. 31 at 1. After discovery, the Defendants moved for

summary judgment. Docs. 35, 38. The motions are fully briefed. Docs. 42,

44, 46, 47. The parties have consented to the jurisdiction of a United

States Magistrate Judge to conduct all proceedings in this case, pursuant

to 28 U.S.C. § 636(c) and Federal Rule of Civil Procedure 73, including

entry of final judgment.3 Doc. 22.

3 RI seeks to renew its motion to dismiss. Doc. 36 at 4. The parties,

however, have completed discovery on the issues raised in the

Defendants’ motions to dismiss pursuant to this Court’s March 12, 2025,

Order. Doc. 31 at 1. Because RI asks the Court to consider facts arising

from discovery, and because the Court considers matters outside the

pleadings to decide motions for summary judgment and not motions to

dismiss, the Court denies the Defendant’s request to renew its motion to

dismiss as moot. See Schmidt v. Skolas, 770 F.3d 241, 249 (3d Cir. 2014)

(“To decide a motion to dismiss, courts generally consider only the

allegations contained in the complaint.”); Fed. R. Civ. P. 12(d) (“If, on a

motion under Rule 12(b)(6) . . . matters outside the pleadings are

presented to and not excluded by the court, the motion must be treated

as one for summary judgment under Rule 56.”).

II. LEGAL STANDARD

Summary judgment is appropriate where “there is no genuine

dispute as to any material fact and the movant is entitled to judgment as

a matter of law.” Fed. R. Civ. P. 56(a). A dispute is “genuine” when “a

reasonable jury could return a verdict for the nonmoving party.”

Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is

“material” only if it has the ability to “affect the outcome of the suit under

governing law.” Kaucher v. County of Bucks, 455 F.3d 418, 423 (3d Cir.

2006) (citing Anderson, 477 U.S. at 248). Disputes over irrelevant or

unnecessary facts will not preclude a grant of summary judgment.

Anderson, 477 U.S. at 248.

The moving party bears the burden of showing that no genuine

dispute exists such that summary judgment is warranted. See Celotex

Corp. v. Catrett, 477 U.S. 317, 322–23 (1986). Once the movant

adequately supports its motion, the burden shifts to the nonmoving party

to “go beyond the pleadings and by her own affidavits, or by the

depositions, answers to interrogatories, and admissions on file, designate

specific facts showing that there is a genuine issue for trial.” Id. at 324.

“In considering a motion for summary judgment, a district court

may not make credibility determinations or engage in any weighing of

the evidence.” Marino v. Indus. Crating Co., 358 F.3d 241, 247 (3d Cir.

2004) (citing Anderson, 477 U.S. at 255). Rather, “[a]ll facts and

inferences are construed in the light most favorable to the non-moving

party.” Boyle v. County of Allegheny, 139 F.3d 386, 393 (3d Cir. 1998).

Credibility determinations are “the province of the factfinder.” Big Apple

BMW, Inc. v. BMW of N. Am., Inc., 974 F.2d 1358, 1363 (3d Cir. 1992).

The court's role, at the summary judgment stage, is “to determine

whether there is a genuine issue for trial.” Anderson, 477 U.S. at 249.

There can be “no genuine issue as to any material fact,” however, if a

party “fails to make a showing sufficient to establish the existence of an

element essential to that party’s case, and on which that party will bear

the burden of proof at trial.” Celotex, 477 U.S. at 322.

III. DISCUSSION

Under Title VII, an “employer” is an entity with “fifteen or more

employees.” 42 U.S.C. § 2000e(b). This “threshold number of employees

for application of Title VII is an element of a plaintiff’s claim.” Arbaugh

v. Y&H Corp., 546 U.S. 500, 516 (2006). Here, the Plaintiff “fails to make

a showing sufficient to establish the existence” of this essential element.

Celotex, 477 U.S. at 322. Viewing the facts in the light most favorable to

the Plaintiff, no reasonable jury would consider RI and RCH a single

entity such that they were the Plaintiff’s “employer” under Title VII’s

definition. See Anderson, 477 U.S. at 248. For the reasons below, the

Court will grant the Defendants’ motions for summary judgment. See

Celotex, 477 U.S. at 322–23 (“[T]he plain language of Rule 56(c) mandates

the entry of summary judgment, . . . against a party who fails to make a

showing sufficient to establish the existence of an element essential to

that party’s case.”).

A. There is no genuine dispute that RCH does not qualify

as an employer under Title VII’s threshold element.

The parties agree that RCH had only one employee when it

terminated the Plaintiff’s employment and currently has no employees.

Doc. 38-1 ¶ 27; Doc. 45 ¶ 27. Because RCH has fewer than fifteen

employees, under Title VII, RCH is not an employer. See 42 U.S.C.

§ 2000e(b). The Plaintiff’s Title VII claim against RCH, therefore, fails as

a matter of law. But, the Plaintiff argues, RCH and RI were a “single

entity” under the circumstances and therefore qualify as an “employer”

under Title VII because the total number of employees can be aggregated.

Doc. 42-2 at 6. The undisputed facts do not support the Plaintiff’s theory.

B. There is no genuine dispute that the Defendants are

not a single employer to satisfy Title VII’s numerosity

requirement.

In the Third Circuit, Nesbit v. Gears Unlimited, Inc. governs the

limited circumstances in which a Court may consider two nominally

separate entities as a single employer to reach Title VII’s numerosity

requirement. 347 F.3d 72, 85–89 (3d. Cir. 2003). Failing to proffer

evidence that RCH meets the threshold employee number, the Plaintiff

seeks to combine the Defendants as a single employer to meet the

minimum employee threshold. Doc. 45 ¶ 27 (“[F]or the purpose of Title

VII, [RCH] and RI should be treated as one entity.”).

Under Nesbit, consolidation of separate entities as a single

employer is appropriate when: (1) a company splits itself into multiple

entities to evade coverage under Title VII; (2) a parent company, in a

parent-subsidiary relationship, directs the subsidiary to perform the

allegedly discriminatory act in question; or (3) companies have

operations that are so united that nominal employees of one company are

treated interchangeably with those of another. 347 F.3d at 86–87. Here,

the parties do not suggest that the Defendants split themselves into

multiple entities to evade Title VII. Doc. 36 at 34; Doc. 42 at 5. The facts,

viewed in the light most favorable to the Plaintiff, more closely suggest

the latter two scenarios under Nesbit. Under either scenario, however,

the Plaintiff fails to demonstrate that the Defendants should be treated

as a single employer.

First, under the second scenario, the Plaintiff fails to submit

evidence that a parent-subsidiary relationship existed between the

Defendants. In fact, the Plaintiff admits that RI is a separate and distinct

legal entity. Doc. 37 ¶ 9; Doc. 43 ¶ 9(c). Moreover, the Plaintiff fails to

cite to evidence that can sufficiently demonstrate that RI directed RCH

to commit a Title VII discriminatory act. See Nesbit, 347 F.3d at 86.

Instead, the Plaintiff argues that RI exercised control over RCH to

terminate her employment by adopting RI’s code of conduct. See Doc. 42

at 7–8 (citing to Exs. 25, 26, 28). But an employment relationship cannot

be created by a member club—or the club’s employees—adopting an

association’s code of conduct. To draw an analogy, the American Bar

Association would not qualify as employer of a law firm’s employees by

virtue of the firm unilaterally adopting the ABA’s Model Rules of

Professional Conduct.

In no sense does the subscription to a code of conduct form an

employment relationship. That relationship depends on “the level of

control the [employer] exerted over the [employee]: which entity paid the

employee’s salaries, hired and fired them, and had control over their daily

employment activities.” Covington v. Int’l Ass’n of Approved Basketball

Officials, 710 F.3d 114, 119 (3d Cir. 2013) (citation modified). Here, RI

exercised no control over RCH and its operations. Doc. 38 ¶ 22 (citing

Doc. 37 ¶ 25 (“[RI] plays [no] role in . . . the hiring, firing, training, and/or

supervising of employees—of RCH.”)). Thus, the Plaintiff fails to

sufficiently demonstrate Nesbit’s second scenario.4

4 The Plaintiff additionally argues that RI directed her termination by

“direct actions through RI’s employee and/or Agent Una Martone.” Doc.

45 ¶ 8(c). To support this argument, she underscores Martone’s signature

contained in the email addressed to RCH’s Leadership. Doc. 45 ¶ 8(c)

(citing Doc. 37-16 at 2). The Plaintiff reasons that because Martone

signed the email listing Martone’s credentials as “Training Leader,

Rotary International,” Martone is RI’s employee. Id. ¶ 8(c)(i)(e). But an

email signature alone does not establish that Martone was RI’s employee.

See Covington, 710 F.3d at 119. Indeed, Defendants assert that “Martone

was never an employee of RCH or RI.” Doc. 37 ¶ 52. Plaintiff fails to

effectively controvert that assertion with anything of substance from the

record.

Second, under the third Nesbit scenario, the Plaintiff fails to

controvert the Defendants’ declaration that they share no operation. Doc.

38-1 ¶¶ 21–22 (citing Doc. 37 ¶¶ 16, 25). This Court has declined to

aggregate separate entities for a Title VII claim even where it found

management were interconnected. Spalla v. Elec. Mfg. Servs. Grp., No.

16-821, 2017 U.S. Dist. LEXIS 19750, at *10 (M.D. Pa. Feb. 13, 2017)

(finding no single employer consolidation even where two entities shared

officers); Nesbit, 347 F.3d at 89 (“In the absence of more significant

operational entanglement, common ownership and de minimis

coordination in hiring are insufficient bases to disregard the separate

corporate forms”). Here, the Defendants share no common officers or

directors. Doc. 37 ¶¶ 26–28; Doc. 38-1 ¶ 25; Doc. 43 ¶¶ 26-28; Doc. 45

¶ 25.5 They do not coordinate any hiring or terminating of employees.

5 The Plaintiff’s responses to Defendants’ Statements of Facts are

muddled, confusing, and largely ineffectual. The Plaintiff frequently

admits that she “cannot confirm or deny” Defendants’ assertions, “outside

of Defendant submittal(s).” See, e.g., Doc. 45 ¶ 25. Far too often, the

Plaintiff attempts to lead the Court on a goose chase, cross-referencing to

previous responses that are often irrelevant. For example, in response to

the assertion that “none of [RCH’s] board members served as an

employee, agent, or officer of Rotary International” during the Plaintiff’s

employment, the Plaintiff directs the Court to assertions about Una

Martone, whom the Plaintiff has never alleged to be a board member of

RCH. Id. Because the Plaintiff failed to controvert such facts with

Doc. 38-1 ¶ 22 (citing Doc. 37 ¶ 25). Neither does the Plaintiff offer

evidence to suggest that the Defendants overlap in personnel decisions.

See Showers v. Endoscopy Ctr. of Cent. Pa., LLC, 58 F. Supp. 3d 446, 457–

59 (M.D. Pa. 2014) (finding genuine issue of material fact as to whether

two entities are consolidated where the two entities had increased

overlap in management and personnel decisions, shared the same

building, and were more likely to be treated as a single unit by third

parties). In fact, RCH, its members, agents, or employees, have no

authority to “act, negotiate, or contract on behalf of RI.” Doc. 38-1 ¶ 21

(quoting Doc. 37 ¶ 16). Without any evidence of overlap between the

Defendants, the Plaintiff fails to demonstrate Nesbit’s third scenario.

The Plaintiff claims that “the record is flooded with evidence” that

RI exercised control over RCH, but does not identify a single piece of

record evidence to support that claim. Doc. 42-2 at 6. Instead, Plaintiff

cites to multiple paragraphs in her Responses to Defendants’ Statement

of Facts,6 almost all of which contain further cross-references and

“references to the parts of the record” that support her position, those

facts could be deemed admitted. L.R. 56.1.

6 The Plaintiff neglected to include a docket citation to specify which of

her two Responses she was asking the Court to search. Ultimately, it is

re-directions. It is up to the Plaintiff to directly and clearly provide the

Court with record evidence that contradicts Defendants’ asserted

undisputed facts. That is what she is required to do as a litigant facing

summary judgment. “’Judges are not like pigs, hunting for truffles buried

in’ the record.” Doeblers’ Pa. Hybrids, Inc. v. Doebler, 442 F.3d 812, 820

(3d Cir. 2006). Nonetheless, the Court has attempted to decipher the

Plaintiff’s Responses (Docs. 43, 45) and has discerned no genuine issues

of material fact in dispute as to the essential elements of the claims

challenged, and has certainly found no support for the contention that

the “record is flooded” with evidence that the Defendants operated as a

single entity or that RI controlled RCH.

The Plaintiff thus fails to establish any disputed issues of material

fact regarding the issue of whether the Defendants can be considered a

single employer or that RI can be considered the Plaintiff’s employer,

rendering Title VII inapplicable to either Defendant.

of no matter, as both documents are substantially the same, though the

paragraph numbers differ.

IV. CONCLUSION

Because the Plaintiff fails to show any operational entanglement,

common ownership, or coordination in hiring between the Defendants,

the Court cannot “disregard the separate corporate forms of” RI and

RCH. Nesbit, 347 F.3d at 89. There is no genuine issue of material fact

as to whether RI and RCH may be consolidated under the single employer

test. The Defendants, therefore, cannot be viewed as a single employer to

meet Title VII’s numerosity requirement. And the Plaintiff does not

otherwise dispute that RCH had only one employee, herself, rendering

RCH not an “employer” under 42 U.S.C. § 2000e(b). Likewise, Plaintiff

raises no other allegation that RI was Plaintiff’s “employer,” outside of

the claim that the two entities acted jointly. Thus, the undisputed facts

show that Plaintiff cannot establish an essential element of her Title VII

claims. Accordingly, the Court will grant the Defendants’ motions for

summary judgment.

Date: October 16, 2025 s/Sean A. Camoni

Sean A. Camoni

United States Magistrate Judge