Miller v. Native Link Constr., LLC

MATTHEW DAVID MILLER, Plaintiff, v. NATIVE LINK CONSTRUCTION, LLC, et al., Defendants.

Civil Action No. 15-1605

UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA

August 17, 2017

MEMORANDUM OPINION

CONTI, Chief District Judge

I. Introduction

Pending before the court in this civil action are motions by all defendants to dismiss the Second Amended Complaint (ECF No. 82) filed by pro se plaintiff Matthew David Miller ("Miller" or "plaintiff"). For the reasons that follow, the court will grant the motions filed by defendants Native Link, LLC ("Native Link"), Pointguard Financial, PLLC ("Pointguard"), Nate Riggan ("Riggan"), JP Morgan Chase Bank, N.A. ("Chase Bank"), and Kristen Janosick ("Janosick") insofar as these defendants seek a dismissal of plaintiff's claims for lack of personal jurisdiction. The motions to dismiss filed by Melinda Thompson-Walk ("Thompson-Walk"), Patrick L. Nolan ("Nolan"), and Mitchel Paul Walk ("Walk") for lack of personal jurisdiction will be denied without prejudice.

II. Background Facts

This litigation stems from a business dispute that originated principally between Miller and defendants Thompson-Walk; her husband, Walk; and Nolan. Plaintiff is a resident of Allegheny County and a citizen of the Commonwealth of Pennsylvania. (See Second Amended Complaint, hereafter, "SAC," ¶1.) Walk and Thompson-Walk are citizens of the State of Washington, while Nolan is a citizen of Canada. (Id. ¶¶5-7.)

At times relevant to this litigation, Thompson-Walk and Nolan were members of Native Link. (SAC ¶17.) Native Link is a limited liability company organized under the laws of Delaware for the purpose of "offer[ing] grant writing and consulting services for communications services and infrastructure to Native American governments." (Id. ¶¶ 2, 17.) Its sole members are Thompson-Walk and Nolan. (Id. ¶2.) Walk serves as an officer of Native Link. (Id. ¶6.) Thompson-Walk and Nolan, together with another third party, also formed a California corporation known as "Native Link Communications Inc." and a related entity known as "Native Link Communications (Canada) Inc." (Id. ¶¶18-19.)

On April 30, 2012, Miller, Thompson-Walk and Nolan formed a separate but related entity known as "Native Link Construction, LLC" (hereafter, "NL Construction"). NL Construction is a member-managed LLC organized under Delaware law for the purpose of performing installation, construction, training, engineering, and other services related to the communications industry, with a particular focus on Native American clients. (SAC ¶¶12, 16.) In May 2012, NL Construction registered with the Washington State Department as a foreign limited liability company licensed to conduct business in that state. (SAC ¶14, SAC Ex. 5, ECF No. 82-5.)

Although Miller, Thompson-Walk, and Nolan held equal one-third interests in NL Construction, the latter two individuals had minimal involvement in the company's daily operations. (SAC ¶¶12, 22.) Thompson-Walk was named as one of NL Construction's members so that the company could qualify as "Native American owned," (id. ¶21), and Walk, her husband, "acted at all times as a partner in [her] place." (Id.) The day-to-day operations and decisions of NL Construction were carried out by Miller and Walk, who held himself out as an officer of the company. (Id. ¶¶21-23.)

Subsequent to NL Construction's formation on April 30, 2012, it opened a business account with Chase Bank in Spokane, Washington. (SAC ¶24.) Janosick, a small business specialist for Chase Bank, took possession of the "original LLC agreement"¹ as well as NL Construction's certificate of formation and certain other documentation required by Chase Bank. (Id.) Thereafter, Chase Bank, through Janosick, provided payroll and other related services for NL Construction. (Id.)

At some point in or after October 2013, NL Construction and Native Link hired Pointguard and its agent, Riggan, to act as the CFO of both companies on an out-sourced basis. (SAC ¶33.) Miller was not involved in this decision and was only informed about it after the fact. (Id.)

Beginning in November 2013, Thompson-Walk and Nolan "began treating [plaintiff] as an employee rather than a partner and making decisions without his input or approval," even though "[plaintiff] was the only partner that was an active participant in the daily operations of [NL Construction]." (SAC ¶36.) In addition, Thompson-Walk, Nolan, and Walk allegedly began misappropriating funds that were due and owing to NL Construction, using the funds to pay Native Link's obligations or depositing them into Native Link's bank account. (Id. ¶38.) Nolan also began using NL Construction's funds to pay for travel expenses that were unrelated to the company's business. (Id. ¶39.)

In early 2014, "Walk and the CFO prepared a forecast of revenues" for NL Construction which "provided for commissions to [Native Link] for projects that it was not involved in" and omitted projects for which Miller was responsible for engineering and installation services. (SAC ¶37.) When Miller subsequently learned that a revised forecast would provide Native Link an even greater share of the profits from work performed by NL Construction, he asked for NL Construction's "2013 W2's and the quick books files," but he was never provided this information. (Id. ¶40.)

On February 3, 2014, Miller learned that a particular project for which NL Construction had contracted would be performed by Native Link, and NL Construction would be relegated to the role of subcontractor. (SAC ¶41; SAC Ex. 38, ECF No. 82-38; SAC Ex. 39, ECF No. 82-39.) The following day, February 4, 2014, Miller learned that Native Link had hired a new electrical engineer. (Id. ¶42.) Although the electrical engineer was a Native Link employee, he was paid out of NL Construction's account. (Id.) According to Miller, this situation "placed [Native Link] in direct competition with [NL Construction], to the detriment of [plaintiff] and benefit of Melinda [Thompson-Walk], Mitchell Paul Walk, and Patrick Nolan." (SAC ¶42 and SAC Ex. 40, ECF No. 82-40.) Thereafter, Miller discovered that Native Link was advertising for a communications construction manager, another position that Miller claims would be in "direct competition" with NL Construction. (Id.)

On February 15, 2014, Miller was notified that a board meeting would be held the following day to review documents pertaining to a loan that Native Link would be making to NL Construction in the amount of $250,000. (SAC ¶45 and SAC Ex. 46, ECF No. 82-46.) Miller was not provided any information about where the meeting would be held. (Id.) The following day, Walk emailed Miller, stating: "Attached is a document electing Melinda as [NL Construction's] new manager. Pat has signed this as well as Melinda already so please either sign or elect not to so we can move forward." (SAC Ex. 47, ECF No. 82-47.) The attached document was a "Waiver and Consent to Actions in Lieu of the Annual Meeting of [NL Construction]." (SAC Ex. 48, ECF No. 82-48.) Miller construed the waiver form as a request that he "ratify and approve all financial actions of the company for 2013 and elect [Thompson-Walk] as manager." (SAC ¶45.) Miller viewed the request as contrary to the terms of the operating agreement, pursuant to which NL Construction was to be member-managed and "all but routine decisions" would require a unanimous vote of the members. (Id.) Miller refused to sign the waiver document because he perceived that doing so would "severely harm his interest in [NL Construction] and [he had not been] provided the requested financial documents for review before approving." (Id.)

On February 19, 2014, Miller discovered that his authorization to draw funds from NL Construction's bank account at Chase Bank had been revoked, which hampered his ability to continue work on a particular construction project. (SAC ¶46.) That day, he spoke with Janosick, who advised him that she had revoked his access to the accounts. (SAC ¶47.) When Miller asked for the documentation authorizing her to do so, Janosick replied, "Ask Melinda, I don't have to tell you." (Id.)

On February 24, 2014, Miller discovered that his access to NL Construction's email account had been revoked and service to his cell phone had been cancelled. (SAC ¶48.) That same day, he received an email and an attached letter from NL Construction purporting to terminate his "employment" with the company due to various act of alleged misfeasance. (Id. ¶48 and Exs. 50 and 51, ECF Nos. 82-50 and 82-51.) Miller denies the allegations of misfeasance and insists that he "continues to be a Member and not an employee of the company." (Id. ¶48.)

In March 2014, Thompson-Walk cancelled payments on a Verizon Wireless account that had been used by NL Construction and opened in Miller's name. (SAC ¶49.) Miller avers that, as a result of Walk's actions, he is responsible to pay early termination charges. (Id.)

That same month, Chase Bank returned "guaranteed payment checks" which Miller had attempted to draw on NL Construction's bank account. The checks were returned unpaid "for reason Z Fraud." (SAC ¶ 50.)

When Miller later attempted to obtain unemployment compensation benefits in Pennsylvania, he discovered that Thompson-Walk, Janosick, and Chase Bank had "failed to file employment taxes in Pennsylvania" and "fraudulently listed [plaintiff's] address on his W2" as the Walks' Washington address. (Id. ¶51.) Thereafter, NL Construction contested payment of Pennsylvania unemployment compensation benefits. (SAC ¶51.) Although Miller ultimately received a favorable ruling, the payment was allegedly delayed by eleven months, causing him to fall behind on his mortgage payments. (Id.)

III. Procedural History

Plaintiff commenced this litigation on December 8, 2015, with the filing of his initial complaint (ECF No. 1), which named NL Construction, Native Link, Pointguard, JP Morgan Chase & Co., Thompson-Walk, Walk, Nolan, Riggan,...