Walsh v. Plaza Azteca Great Neck, Inc. et al, No. 2:2021cv00531 - Document 23 (E.D. Va. 2022)

Court Description: MEMORANDUM OPINION AND ORDER: Defendants' Motion to Dismiss is GRANTED IN PART AND DENIED IN PART. Specifically, Defendants' Motion to Dismiss Plaintiff's Complaint for lack of personal jurisdiction over Defendants Jose R. Flores, Ju an P. Gonzalez, and the nine non-contracting Non-Resident Corporate Defendants is GRANTED. Defendants' Motion to Dismiss is otherwise DENIED. See Memorandum Opinion and Order for remaining defendants. Copies of Order sent as DIRECTED on 8.10.22. Signed by District Judge Raymond A. Jackson and filed on 8/10/22. (epri, )

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Walsh v. Plaza Azteca Great Neck, Inc. et al Doc. 23 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 1 of 28 PageID# 289 IN THE UNITED STATES DISTRICT COUR FOR THE EASTERN DISTRICT OF VIRGIN FILED Norfolk Division MARTIN J. WALSH,SECRETARY OF LABOR, UNITED STATES DEPARTMENT OF LABOR, CLERK, U.S. DISTRICT COURT NORFOLK. VA Plaintiff, V. CIVIL ACTION NO. 2:21-cv-531 RUBEN LEON,JOSE R. FLORES, JUAN P. GONZALEZ, and PLAZA AZTECA GREAT NECK,INC., PLAZA AZTECA JEFFERSON,INC. d/b/a PLAZA AZTECA RESTAURANTE MEXICANO (4), PLAZA AZTECA SUFFOLK,INC., PLAZA AZTECA GRANBY ST.,INC., P.A. LASKIN,INC., PLAZA AZTECA SHORT PUMP,INC., DON VALERIO OF STERLING,INC. d/b/a PLAZA AZTECA STERLING, PLAZA AZTECA BROAD,INC., PLAZA AZTECA DOCK LANDING,INC., PLAZA AZTECA GAVIOTAS,INC., P.A. GLEN ALLEN,INC., PLAZA AZTECA HAMPTON,INC., MARTINEZ-HAYGOOD,INC. d/b/a PLAZA AZTECA MEXICAN RESTAURANTE, PA PROVIDENCE,INC., PA SEMINOLE INC., PLAZA AZTECA WARWICK,INC. d/b/a PLAZA AZTECA(NEWPORT NEWS CI), PA WAYNESBORO,INC., P.A. WESTCHESTER,INC., PA WILLIAMSBURG,INC., PLAZA AZTECA YORKTOWN,INC., PLAZA AZTECA INC. d/b/a PLAZA AZTECA RESTAURANTE MEXICANO (1), P.A. LEESBURG,INC., PLAZA AZTECA DENBIGH,INC., PLAZA AZTECA NORFOLK OUTLET,INC., P.A. MIDLOTHIAN,INC., Dockets.Justia.com Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 2 of 28 PageID# 290 SALSA'S THIMBLE SHOALS INC., PA METHUEN,INCORPORATED, REBECO MEXICAN BAR AND GRILL CORP., PLAZA AZTECA SEEKONK,INC. d/b/a REBECO MEXICAN BAR & GRILL, PLAZA AZTECA WASHINGTON MALL,INC., PLAZA AZTECA ROBINSON TOWNSHIP,INC., PLAZA AZTECA LANCASTER,INC., PLAZA AZTECA WYOMISSING,INC., PLAZA STATE COLLEGE,INC., TORO BUCKLAND,LLC d/b/a TORO AZTECA AND PLAZA AZTECA MANCHESTER, PLAZA AZTECA OF MANCHESTER,INC., PLAZA AZTECA NEWINGTON,INC., PLAZA AZTECA ENFIELD,INC., MONTEREY OF CALIFORNIA,INC., P. A. GREENVILLE INC., PA OBX,INC., PLAZA AZTECA ELIZABETH CITY,INC., PLAZA AZTECA SICKLERVILLE,INC., PLAZA AZTECA KING OF PRUSSIA,INC., PLAZA AZTECA EXTON,INC., PLAZA AZTECA KENNETT SQUARE,INC., PLAZA AZTECA PLYMOUTH MEETING,INC., all doing business as PLAZA AZTECA, Defendants. MEMORANDUM OPINION AND ORDER Before the Court is Defendants Ruben Leon, Jose R. Flores, Juan P. Gonzalez ("Individual Defendants"), and forty-seven (47) corporations doing business as Plaza Azteca's ("Plaza Restaurants" or "Corporate Defendants") (collectively, "Defendants") Motion to Dismiss. Defs.' Mot. Dismiss, ECF No. 11. Defendants move to dismiss Plaintiff Martin J. Walsh, Secretary of Labor, United States Department of Labor's ("Plaintiff' or "Secretary") Complaint in its entirety pursuant to Federal Rules of Civil Procedure 8(a)(2), 12(b)(2), and 12(b)(6).' Id. at 2; Defs.' Mem. Supp. Mot. Dismiss 2, ECF No. 12("Defs.' Mem. Supp."). The 'Defendants' pleadings regarding the bases for their Motion to Dismiss are inconsistent. In their initial 2 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 3 of 28 PageID# 291 Court has considered the memoranda of the parties and this matter is now ripe for determination. See Defs.' Mem. Supp.; Pl.*s Mem. Opp'n to Defs.' Mot. Dismiss, ECF No. 17 ("PL's Mem. Opp'n"); Defs.' Reply to PL's Mem. Opp'n to Defs.' Mot. Dismiss, ECF No. 20 ("Defs.' Reply"). Upon review, the Court finds that a hearing on this Motion is not necessary. See E.D. Va. Local Civ. R. 7(J). For the reasons stated herein. Defendants' Motion to Dismiss is GRANTED IN PART AND DENIED IN PART. I. FACTUAL AND PROCEDURAL HISTORY On September 21, 2021, Plaintiff filed a Complaint against Defendants to enjoin them from violating the provisions of Sections 6, 7, 11(c), 15(a)(2), and 15(a)(5) of the Fair Labor Standards Act of 1938, as amended ("FLSA" or "Act"). Compl. at 2-3 (citing 29 U.S.C. §§ 206, 207, 211(c), 215(a)(2), and 215(a)(5)). Relevant to Defendants' Motion to Dismiss and stated in the light most favorable to Plaintiff, the following facts are drawn from the Complaint and attachments thereto. See Adams v. Bain^ 697 F.2d 1213,1219(4th Cir. 1982). Defendants operate a chain of Mexican restaurants throughout the United States that employ various servers, hosts, bartenders, busboys, runners, cooks, chefs, dishwashers, sous chefs, grill cooks, and guacamole preparers ("guacamoleros"). Compl. at 1, 10. The primary duties of these employees are to wait on, serve, and prepare food and drinks for Defendants' customers, and to maintain a clean kitchen and facility. M at H 11. Defendant Ruben Leon, at all pleading, Defendants claim to ground their Motion in Federal Rules of Civil Procedure 8(a)(1) and 12(b)(2), only. Defs.' Mot. Dismiss at 2. In their supporting memorandum of law, Defendants claim to ground their arguments in Federal Rules of Civil Procedure 8(a)(1), 12(b)(2), and 12(b)(6). Defs,' Mem. Supp. at 2. In the substance ofthenmemorandum,Defendants argue that Plaintiff failed to allege particular facts in 'Violation of Rule 8's notice requirement." Defs.' Mem. Supp. at 19. Rule 8(a)(1) requires a claim for relief to contain "a short and plain statement ofthe grounds for the court's jurisdiction." Fed.R.Civ.Proc. 8(a)(1). The Rule 8 notice requirement, on the other hand, falls under Federal Rule of Civil Procedure 8(a)(2). See Bell Atl Corp. v. Twombfyy 550 U.S. 544, 554-55(2007)("Federal Rule of Civil Procedure 8(a)(2) requires only a short and plain statement ofthe claim showing that the pleader is entitled to relief, in order to give the defendant fair notice of what the claim is and the grounds upon which it rests."(cleaned up)). Accordingly, the Court understands Defendants' Motion to Dismiss to be pursuant to Federal Rules of Civil Procedure 8(a)(2), 12(b)(2), and 12(b)(6). Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 4 of 28 PageID# 292 relevant times, resided in Virginia Beach, Virginia, and was an owner and/or officer of all of the Plaza Restaurants. Id. at 16-17. Leon made decisions regarding, and implemented, the pay practice and policies that applied to all of the Plaza Restaurants. Id. at 18-19. Defendant Jose Rafael Flores is, and at all relevant times was, an owner of Plaza State College, Inc. Id. at H 23. Defendant Plaza State College, Inc. is a Pennsylvania corporation that operates a full-service restaurant and bar business in State College, Pennsylvania. Id. at H 93. Defendant Juan Pablo Gonzalez is, and at all relevant times was, an owner of Plaza Azteca Myerstown, Inc. and Plaza Azteca Lancaster, Inc., and the manager at Plaza Azteca Wyomissing, Inc. Id. at 30-31. Defendant Plaza Azteca Wyomissing, Inc. is a Pennsylvania corporation that operates a fullservice restaurant and bar in Reading,Pennsylvania. Id. at T| 119. On or about July 8, 2016, Defendant Leon created PA Global, Inc., a Virginia corporation with a principal office and a registered office in Newport News, Virginia. Id. at ^ 40. Leon is, and was during the relevant period, the president of PA Global, Inc. Id. at 41. Under Leon's direction, PA Global hired contractors to implement uniform practices across the Plaza Restaurants, including practices concerning payroll and timekeeping. Id. at 42-43. On or about December 2016, the Plaza Restaurants contracted with PA Global to, among other things, train management employees, procure contracts, and retain "professional services," including a common payroll service provider called Gerencia Virtual. Id. at H 44. PA Global went on to secure common arrangements on behalf of the Plaza Restaurants, including medical insurance for some management employees, waste collection services, gift cards, and checking accounts. Id. at H 45. The Plaza Restaurants sent records of employees' hours worked to Gerencia Virtual and utilized the service to prepare payrolls. Id. at 46-48. Plaintiff alleges that, under the direction of and with oversight from Defendant Leon and Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 5 of 28 PageID# 293 others, every Plaza Restaurant maintained a policy or practice of paying a predetermined pay amoimt to back-of-the-house employees, resulting in FLSA violations for overtime and, in some cases, minimum wage. Id. at ^ 2. Defendants attempted to disguise this unlawful policy or practice by creating false payroll records that purported to show that employees received an overtime premium when, in reality, they did not. Id. at T| 3. Defendant Leon orchestrated, designed, and monitored the unlawful payment practices at the Plaza Restaurants. Id. at H 5. Some of the Defendants also violated the FLSA in other ways at certain Plaza Restaurants, including by failing to pay a cash wage to employees who worked only for tips and by improperly seizing employee tips. Id. at H 6. Accordingly, Plaintiff asserts 13 total claims, constituting: four claims against all Defendants; four claims against Defendants Leon, Flores, and Plaza State College, Inc.; one claim against Defendant Flores, only; three claims against Defendants Leon, Gonzalez, and Plaza Azteca Wyomissing, Inc.; and one claim against Defendant Gonzalez, only. Compl. at 52-137. Specifically, Plaintiff asserts the following four claims against all Defendants: Claim 1. Defendants' Uniform Practice ofPaying a Predetermined Amoimt to Back-of-the-House Employees Violated the Overtime Provisions ofthe Act(Compl. at 52-71); Claim 2. Defendants' Uniform Practice of Paying a Predetermined Amount to Back-of-the-House Employees Violated the Minimum Wage Provisions ofthe Act(Compl. at 72-78); Claim 3. Defendants Violated the Recordkeeping Provisions of the Act (Compl. at Tin 79-84); and Claim 4. Defendants' Violations of the Act Were Willful (Compl. at 92). 85- Plaintiff asserts four claims against Leon, Flores, and Plaza State College, Inc.: Claim 5. Additional Violations of the Minimum Wage Provisions ofthe Act (Compl. at nil 94-102); Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 6 of 28 PageID# 294 Claim 6. Violations of the Prohibition on Taking Tips after March 23,2018 (Compl. at nil 103-04); Claim?. Additional Violations of the Overtime Provisions of the Act (Compl. at nil 105-23); and Claim 8. Additional Violations of the Recordkeeping Provisions of the Act (Compl. at nn 113-17). Plaintiff asserts one claim against Flores, only: Claim 9. Additional Violations of the Minimum Wage, Overtime and Recordkeeping Provisions ofthe Act(Compl. at n 118). Plaintiff asserts three claims against Leon, Gonzalez, and Plaza Azteca Wyomissing,Inc.: Claim 10. Claim 11. Additional Violations of the Minimum Wage Provisions of the Act (Compl. atnn 120-25); Additional Violations of the Overtime Provisions of the Act (Compl. at nil 126-32); and Claim 12. Additional Violations of the Recordkeeping Provisions of the Act (Compl. atnn 133-36). Finally, Plaintiff asserts one claim against Gonzalez, only: Claim 13. Additional Violations of the Minimum Wage, Overtime and Recordkeeping Provisions of the Act(Compl. at n 137). Plaintiff prays for injunctive relief, compensatory relief, back wages, and liquidated damages or, alternatively, prejudgment interest. Compl. at 25-26. Defendants move to dismiss Plaintiffs Complaint, in its entirety and with prejudice, pursuant to Federal Rules of Civil Procedure 8(a)(2), 12(b)(2), and 12(b)(6).^ Defs.' Mot. Dismiss at 2; Defs.' Mem. Supp. II. LEGAL STANDARD A. PersonalJurisdiction Federal Rule of Civil Procedure 12(b)(2) provides for the dismissal ofan action against a See supra note 1. Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 7 of 28 PageID# 295 party where the court lacks personal jurisdiction. Fed. R. Civ. Proc. 12(b)(6). Personal jurisdiction must be authorized both by the forum state's long-arm statute and by the Due Process Clause ofthe Fourteenth Amendment, which requires that a defendant have sufficient "minimum contacts" with the forum state "such that the maintenance ofthe suit does not offend traditional notions offair play and substantial justice." Int'l Shoe Co. v. Wash,326 U.S. 310, 316(1945)(internal quotations and citations omitted); see also CFA Inst. v. Inst. ofChartered Fin. Analysts oflndiay 551 F.3d 285,292(4th Cir. 2009). Since Virginia's long-arm statute extends to the full scope ofthe Due Process Clause, the inquiries in this case are one and the same. CFA Inst., 551 F.3d at 292;see also Consulting Eng'rs Corp. v. Geometric Ltd., 561 F.3d 273,111(4th Cir. 2009). To determine whether "minimum contacts" exist, a plaintiff must show that the defendant "purposefully directed his activities at the residents of the forum" and that plaintiffs cause of action "arises out of or relate to" those activities. Burger King Corp. v. Rudzewicz,471 U.S. 462, 472(1985)(internal quotations and citations omitted). In other words, this inquiry protects a defendant from being forced to defend himself in a forum where he did not anticipate facing suit. World-Wide Volkswagen Corp. v. Woodson,444 U.S. 286, 297(1980). Specifically, the analysis must focus "on the relationship among the defendant, the forum, and the litigation." Walden v. Fiore, 671 U.S. 277, 283(2014); see also Bristol-Myers Squibb Co. v. Superior Ct. ofCalifornia, San Francisco Cnty., 137 S. Ct. 1773, 1781 (2017)("In order for a court to exercise specific jurisdiction over a claim, there must be an 'affiliation between the forum and the underlying controversy, principally,[an] activity or an occurrence that takes place in the forum State." (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915,919(2011))). Under Rule 12(b)(2), a defendant"must affirmatively raise a personal jurisdiction Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 8 of 28 PageID# 296 challenge, but the plaintiff bears the burden of demonstrating personal jurisdiction at every stage following such a challenge." Grayson v. Anderson, 816 F.3d 262,267(4th Cir. 2016). The plaintiff must demonstrate personal jurisdiction by a preponderance ofthe evidence. Combs v. Bakker,886 F.2d 673,676(4th Cir.1989). In considering whether a plaintiff has met this biirden, a court may look beyond the complaint to affidavits and exhibits to assure itself. Grayson,816 F.3d at 269. Yet,"when the court addresses the personal jurisdiction question by reviewing only the parties' motion papers, affidavits attached to the motion, supporting legal memoranda, and the allegations in the complaint, a plaintiff need only make prima facie showing." Id. at 268. Further, a court must "construe all relevant pleading allegations in the light most favorable to the plaintiff, assume credibility, and draw the most favorable inferences for the existence of jurisdiction." Combs,886 F.2d at 676. A defendant may be subject to general or specific jurisdiction, but only the latter is relevant here. See Pl.'s Mem. Opp'n at 2("[T]he Secretary establishes a prima facie case of specific personal jurisdiction over all Defendants."). With regard to the due process requirements for asserting specific personal jurisdiction, the United States Court of Appeals for the Fourth Circuit("Fourth Circuit") requires consideration ofthree factors: "(1)the extent to which the defendant purposefully availed itself of the privilege of conducting activities in the State;(2) whether the plaintiffs' claims arise out ofthose activities directed at the State; and(3)whether the exercise of personal jurisdiction would be constitutionally reasonable." ALS Scan, Inc. v. Digital Serv. Consultants, Inc., 293 F.3d 707,712(4th Cir. 2002)(internal quotations omitted), cert, denied, 537 U.S. 1105(2003). B. Failure to State a Claim Federal Rule of Civil Procedure 8(a)(2) "requires only a short and plain statement of the 8 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 9 of 28 PageID# 297 claim showing that the pleader is entitled to relief, in order to give the defendant fair notice of what the claim is and the grounds upon which it rests." Bell Atl Corp. v. Twomhly,550 U.S. 544, 554-55 (2007)(cleaned up). Federal Rule of Civil Procedure 12(b)(6) provides for the dismissal of actions that fail to state a claim upon which relief can be granted. For the piuposes of a Rule 12(b)(6) motion, courts may only rely upon the complaint's allegations and those documents attached as exhibits or incorporated by reference. See Simons v. Montgomery Cnty. Police Officersy 762 F.2d 30, 31 (4th Cir. 1985). Courts will favorably construe the allegations of the complainant and assume that the facts alleged in the complaint are true. See Erickson v. ParduSy 551 U.S. 89,94(2007). However, a court "need not accept the legal conclusions drawn from the facts," nor "accept as true unwarranted inferences, unreasonable conclusions, or arguments." E. Shore Mkts., Inc., v. J.D. Assocs. Ltd. P'shipy 213 F.3d 175, 180(4th Cir. 2000). A complaint need not contain "detailed factual allegations" in order to survive a motion to dismiss, but the complaint must incorporate "enough facts to state a belief that is plausible on its face." Twombly, 550 U.S. at 570; Giarratano v. Johnson, 521 F.3d 298, 302 (4th Cir. 2008). This plausibility standard does not equate to a probability requirement, but it entails more than a mere possibility that a defendant has acted unlawfully. Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949- 50(2009). Accordingly, the plausibility standard requires a plaintiff to articulate facts that, when accepted as true, demonstrate that the plaintiff has stated a claim that makes it plausible he is entitled to relief. Francis v. Giacomelli, 588 F.3d 186, 193 (4th Cir. 2009)(quoting Iqbal, 129 S. Ct. at 1949; Twombly, 550 U.S. at 557). To achieve factual plausibility, plaintiffs must allege more than "naked assertions ... without some further factual enhancement." Twombly, 550 U.S. at 557. Otherwise, the complaint will "stop[ ] short of the line between possibility and plausibility of entitlement to relief." Id. Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 10 of 28 PageID# 298 III. DISCUSSION A. Personal Jurisdiction Over Non-Resident Individual and Corporate Defendants 1. Non-Resident Individual Defendants As a preliminary matter, the 50 named Defendants all fall into two offour categories: individual, corporate, resident, and non-resident. First, there are three Individual DefendantsLeon,Flores, and Gonzalez- with known and unknown domiciles and connections to Virginia. Compl. at 16-37. Defendant Ruben Leon, at all relevant times, resided in Virginia Beach, Virginia, and owned and/or was an officer of all of the Plaza Restaurants. Id. at 16-17. Defendant Jose Rafael Flores, at all relevant times, was an owner ofPlaza State College, Inc., which is a Pennsylvania corporation located in Pennsylvania. Id. at 23,93. Defendant Juan Pablo Gonzalez is, and at all relevant times was, an owner ofPlaza Azteca Myerstown,Inc. and Plaza Azteca Lancaster, Inc., and the manager at Plaza Azteca Wyomissing,Inc., all of which are Pennsylvania corporations and/or located in Pennsylvania Id. at 12,30-31,119. Defendants do not contest the Court's personal jurisdiction over Defendant Leon, but do contest its jurisdiction over Defendants Flores and Gonzalez. Defs.' Mem. Supp. at 3, 9-10. As Defendants note, the Complaint is devoid of any information regarding where Defendants Flores and Gonzalez are domiciled, let alone any connections they have to the Commonwealth of Virginia. Id. In other words, the Court has no information from which it can analyze the relationship between these two Defendants, this forum, and the instant litigation. Walden,671 U.S. at 283. Moreover, Plaintiff fails to mention either Defendant in its memorandum in opposition. See PL's Mem. Opp'n. The Court therefore finds that Plaintiff has failed to meet its burden of proving, by a preponderance ofthe evidence, that the Court has personal jurisdiction over Defendant Flores 10 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 11 of 28 PageID# 299 and Defendant Gonzalez. Grayson,816 F.3d at 267; Combs,886 F.2d at 676. Accordingly, Defendant Jose R. Flores and Defendant Juan P. Gonzalez are hereby DISMISSED as defendants in this action. Further, Plaintiffs claims solely against each Defendant-Claim 9 against Defendant Flores(Compl. at H 118)and Claim 13 against Defendant Gonzalez(Compl. at H 137)-are also DISMISSED. 2. Non-Resident Corporate Defendants Second, there are 47 Corporate Defendants, all doing business as Plaza Azteca. Compl. at H 12. There are 21 non-resident Corporate Defendants that are located outside ofthe forum state of the Commonwealth of Virginia. Id. at H 12(a)-(u)("Non-Resident Corporate Defendants" or "NRCDs"). There are also 26 resident Corporate Defendants that are located inside the forum state ofthe Commonwealth of Virginia. Id. at H 12(v)-(uu)("Resident Corporate Defendants" or "RCDs"). Defendants move to dismiss Plaintiffs Complaint against the 21 Non-Resident Corporate Defendants for lack of personal jurisdiction. Defs.' Mem. Supp. at 3-4, 8-17. Specifically, Defendants argue that the Complaint is devoid of any connection between the NRCDs and Virginia. Id. at 4-6. Plaintiff, on the other hand, argues that "[a]ll Defendants are subject to specific personal jurisdiction ... based on their business activities within the Commonwealth." PL's Mem. Opp'n at 7. a. Specific Jurisdiction In support ofits attempt to establish specific personal jurisdiction. Plaintiff proffers various jurisdictional allegations and facts. PL's Mem. Opp'n at 3-5. Since the Court has already dismissed the individual non-resident Defendants and Defendants do not challenge the personal jurisdiction of the resident Defendants, the Court focuses its analysis on whether it has specific personal jurisdiction over the Non-Resident Corporate Defendants. 11 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 12 of 28 PageID# 300 To determine whether asserting personal jurisdiction over a defendant complies with due process requirements, the Court considers:"(1)the extent to which the defendant purposefully availed itself ofthe privilege of conducting activities in the State;(2) whether the plaintiffs' claims arise out ofthose activities directed at the State; and(3) whether the exercise of personal jurisdiction would be constitutionally reasonable." ALS Scan, 293 F.3d at 712(intemal quotations omitted). "If, and only if, we find that the plaintiff has satisfied this first prong ofthe test for specific jurisdiction need we move on to a consideration of prongs two and three." Consulting Eng'rs, 561 F.3d at 278. i. Purposeful Availment "The first prong articulates the minimum contacts requirement of constitutional due process that the defendant purposefully avail himselfofthe privilege ofconducting business under the laws ofthe forum state." Consulting Eng'rs, 561 F.3d at 278. For defendants that are corporations, courts have considered various nonexclusive factors, including: (1) whether the defendant maintains offices or agents in the forum state;(2) whether the defendant owns property in the forum state; (3)whether the defendant reached into the forum state to solicit or initiate business;(4) whether the defendant deliberately engaged in significant or long-term business activities in the forum state;(5) whether the parties contractually agreed that the law ofthe forum state would govern disputes;(6)whether the defendant made inperson contact with the resident ofthe forum in the forum state regarding the business relationship;(7)the nature, quality and extent ofthe parties' communications about the business being transacted; and (8)whether the performance of contractual duties was to occur within the forum. Id. (intemal citations omitted). Plaintiff offers four ways that the NRCDs purposefully availed themselves of the laws of Virginia:(1)collaborating with a Virginia resident;(2)contracting with a Virginia corporation;(3)utilizing a Virginia payroll service company; and(4)operating 12 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 13 of 28 PageID# 301 under agency principles that connect them to Virginia.^ PL's Mem. Opp'n at 9-13. First, Plaintiff argues that "[t]he Defendant Plaza Restaurants have engaged in extensive collaboration with Defendant Leon in Virginia, who created and implemented the uniform compensation and employment practices at issue in this case across all restaurants." PL's Mem. Opp'n at 10. The allegations in the Complaint to which Plaintiff cites in support, however, all discuss the actions that Defendant Leon took, alone, with no mention whatsoever of any action that the NRCDs took. See Compl. at 4-5,18-22,42. Indeed, Plaintiffs allegations describe how Defendant Leon "created PA Global, Inc., a Virginia corporation,""orchestrated, designed and monitored the unlawful payment practices at the Plaza Restaurants,""made decisions regarding pay practices and policies,""implemented those practices and policies," and directed PA Global to "hire[] contractors to implement uniform practices." Id. The allegations Plaintiff cites to in its jurisdictional allegations and facts are slightly more supportive because they allege actions that the NRCDs took, but do not specify if and how those actions connect to Virginia. See Compl. at HI 13-15, 39(alleging Defendants created, adopted, and maintained common policies and procedures, and are engaged in the commercial restaurant business for profit). As Defendants note, to "collaborate" means "to work jointly with others or together" or "to cooperate with or willingly assist."^ Defs.' Reply at 5-6. In other words, collaboration contemplates participation by more than one party. Plaintiffs primary reliance on the actions that Defendant Leon took alone therefore do not support that the NRCDs actively collaborated or ^ Defendants initially understood Plaintiffs allegations that Defendants constitute a "single enterprise" under the FLSA to be an asserted basis for personal jurisdiction over the non-resident Defendants in the Complaint. Defs.* Mem. Supp. at 12-17. In response, Plaintiff clarifies that it does not rely on the single enterprise theory of liability as a basis to establish personal jurisdiction. PL's Mem. Opp'n at 17-18. The relevant single enterprise theory allegations do not assert any jurisdictional claims, although the Court acknowledges that the overall structure ofthe Complaint is unusual and, at times, confusing. See Compl. at 38-51. Ultimately, because Plaintiff bears the burden ofdemonstrating that the Court has personal jurisdiction and they do not offer this theory to establish such, the Court need not consider it. Grayson,816 F.3d at 267. ^ Collaborate, Merriam-Webster Dictionary Online, https://www.merriam-webster.com/dictionary/collaborate (last visited Aug. 2, 2022). 13 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 14 of 28 PageID# 302 themselves sought out the protection ofthe laws of Virginia. See Burger King,471 U.S. at 475 ("This purposeful availment requirement ensiues that a defendant will not be haled into a jurisdiction solely as a result ofrandom,fortuitous, or attenuated contacts, or of the unilateral activity of another party or a third person."(cleaned up)). The focus ofthe purposeful availment inquiry, rather, is on the actions ofthe defendant over whom personal jurisdiction is in question. See id. ("Jurisdiction is proper, however, where the contacts proximately result from actions by the defendant himselfthat creates a substantial connection with the forum State."(emphasis in original)(internal quotations omitted)). The case law Plaintiff cites to support its theory is also inapplicable because the Fourth Circuit in both cases analyzed the actions that the corporate defendants took themselves. See Tire Eng'g& Distrib., LLC v. Shandong Linglong Rubber Co.,682 F.3d 292,302(4th Cir. 2012)(per curiam)(finding purposeful availment where defendant repeatedly reached into Virginia to transact business by collaborating with plaintiffs employee, which gave rise to plaintiffs claims); CFA Inst, 551 F.3d at 295 (finding purposeful availment where defendant purposefully reached into Virginia to transact business, initiated contact with plaintiffin Virginia, had a visit that sparked ongoing business transactions, and invoked benefits and protections of Virginia law for thirteen years). Here,for this argument. Plaintiff does not offer any information regarding any action the NRCDs took, let alone any analysis analogizing these cases. PL's Mem. Opp'n at 10. At best, the support offered for Plaintiffs collaboration theory demonstrates that the NRCDs operated under the direction of Defendant Leon, a Virginia resident, and created and maintained common policies at his direction. A mere association with a forum state resident without more, even if he is a corporate agent, is insufficient to establish that the NRCDs purposefully availed themselves. See Int'l Shoe,326 U.S. at 317 ("[I]t has been generally recognized that the casual 14 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 15 of 28 PageID# 303 presence of the corporate agent or even his conduct ofsingle or isolated items of activities in a state in the corporation's behalf are not enough to subject it to suit on causes of action unconnected with the activities there."). Second, Plaintiff argues purposeful availment is satisfied because "Defendants'[j/c] contracted with PA Global, a Virginia corporation with an office in Virginia, to implement uniform practices across the Plaza Restaurants, including practices that resulted in the FLSA violations at issue here." PL's Mem. Opp'n at 10. The Complaint alleges that,"[o]n or about December 2016,the Plaza Restaurants contracted with PA Global, Inc....[and]PA Global, Inc. went on to secure common arrangements on behalf ofthe Plaza Restaurants." Compl. at 44- 45. The terms ofthe contract provide that PA Global, the "Contractor,""agree[d] to perform the following services for the Client": implement a customized workflow system; perform management training; provide counsel and support in implementing new restaurant equipment; help create or update the restaurant menu; aid in negotiating with vendors and financial services (insurance companies, banks, suppliers, etc.); act as a resource for finding quality professional services (attorneys, accountants, chefs, architects, etc.); conduct research into possible locations for future expansion; and develop new marketing strategies. PL's Mem. Opp'n at Ex. I.^ The contract also states that the "agreement will be governed by and construed in accordance with the laws ofthe state of Virginia" and "will terminate either when the Contractor has achieved a satisfactory completion ofthe services described in the agreement, or when either party decides to terminate" based on specified criteria. Id. The Client agreed to pay the Contractor $300.00 on a monthly basis, subject to change based on the services provided that month, and that the Contractor would send an invoice for services rendered at the end of each ^ The Court may look beyond the Complaint to affidavits and exhibits to determine whether Plaintiff has met its burden of proving personal jurisdiction. Grayson,816 F,3d at 269. 15 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 16 of 28 PageID# 304 month. Id. Ruben Leon signed the contract on behalf of the "Client" as the "legal representative." Id. However, the contract only lists the following NRCDs as Clients ("Contracting NRCDs"): 1. PA Greenville Inc.(Greenville, NC); 2. Plaza Azteca Elizabeth City Inc.(Elizabeth City, NC); 3. Plaza Azteca Kennett Square Inc.(Kennett Square, PA); 4. Plaza Azteca Sicklerville Inc.(Gluocester Township, NJ); 5. Plaza Azteca Wyomissing Inc.(Wyomissing,PA); 6. Plaza State College Inc.(State College, PA); 7. Monterey of California Inc.(Lexington Park, MD); 8. PA OBX Inc.(Kill Devil Hills, NC); 9. Plaza Azteca Exton Inc.(Exton,PA); 10. Plaza Azteca King ofPrussia Inc.(King ofPrussia, PA); 11. Plaza Azteca Plymouth Meeting Inc.(Plymouth Meeting, PA); and 12. Plaza Azteca Robinson Township Inc.(Pittsburgh, PA). Id. at 1-2.® The remaining nine NRCDs are not mentioned in the contract. Id. Defendants acknowledge that these twelve NRCDs entered into a contract with a Virginia corporation, but maintain that they "never reached into Virginia to transact business or directed their activities at Virginia" and the contract only provided "generalize[d] services that would take effect" outside of Virginia. Defs.' Reply at 11-12. This challenge is unpersuasive because, as the record demonstrates, it is not the act of entering into the contract alone that establishes personal jurisdiction here; rather,"there is additional contact between the party and the forum state." New Venture Holdings, LLC. v. DeVito Verdi, Inc., 376 F. Supp. 3d 683,693(E.D. Va. 2019);see also Christian Sci. Bd. ofDirs. ofFirst Church ofChrist, Scientist v. Nolan,259 F.3d 209,216(4th Cir. 2001)("A prospective defendant need not initiate the relevant'minimum contacts' to be regarded as purposefully availing himself of the privileges ofconducting activity in the forum state."). The contract establishes, specifically, that the Contracting NRCDs: have a legal representative, Ruben Leon, in Virginia that is authorized to and has engaged them in ® The contract also lists "Plaza Azteca Lincoln Plaza LLC"of Worcester, Massachusetts, as a client, but Plaintiff does not name this entity as a defendant. Pl.'s Mem.Opp'n at Ex. I, at 2. 16 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 17 of 28 PageID# 305 business activities; entered into a contract with a Virginia corporation; contractually agreed that Virginia law would govern; make payments to the Virginia corporation on a monthly basis; and agreed to continuously engage the services ofthat Virginia corporation for an indefinite period of time.See PL's Mem. Opp'n at Ex. I. Moreover, Defendants' assertions do not excuse them from this Court's jurisdiction because this inquiry "is necessarily fact-based," CFA Inst., 551 F.3d at 294, and cannot "turn on 'mechanical' tests." Burger King,471 U.S. at 478(quoting Int'l Shoe,326 U.S. at 319). Indeed, the facts Defendants rely on in opposition are just some ofthe numerous non-exclusive factors this Court considers. Consulting Eng'rs, 561 F.3d at 278. In construing the pleadings in favor of Plaintiff and drawing inferences in favor ofjiuisdiction, the Court finds that Plaintiff has established by a preponderance ofthe evidence that the Contracting NRCDs purposefully availed themselves ofthe privileges of conducting business under the laws of Virginia by entering into an indefinite, continuous contractual relationship govemed by Virginia law with a Virginia corporation. Combs,886 F.2d at 676;see also Burger King,471 U.S. at 475-76("Thus where the defendant... has created 'continuing obligations' between himself and residents ofthe forum, he manifestly has availed himself ofthe privilege of conducting business there."(intemal citations omitted)); McGee v. Int'l Life Ins. Co., 355 U.S. 220, 223(1957)("It is sufficient for purposes of due process that the suit was based on a contract which had substantial connection with that State."); CFA Inst., 551 F.3d at 293("Indeed, a single act by a defendant can be sufficient to satisfy the necessary 'quality and nature' ofsuch minimal contacts."). Third, to establish purposeful availment. Plaintifffocuses on the fact that "Defendant Plaza Restaurants utilized a Virginia payroll service provider, Gerencia Virtual." PL's Mem. Opp'n at 11. Unlike the contract with PA Global, the only fact relevant to purposeful availment 17 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 18 of 28 PageID# 306 that Plaintiff provides is that "Defendants engaged the Virginia payroll company beginning in 2016 to handle the payroll for all the employees at each of the Plaza locations." Id. (cleaned up). Plaintiff also relies on how its claims arise out Defendants' relationship with Gerencia Virtual, but this is an issue the Court considers after, and only if, purposeful availment is established. See id. at 12; hut see Consulting Eng'rs, 561 F.3d at 278. Thus, while the NRCDs' use of a forum state service provider may serve to bolster Plaintiffs purposeful availment argument when considered alongside other factors, it is insufficient to establish such on its own.See Burger King,471 U.S. at 468("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)). Fourth and finally. Plaintiff argues that the Court"may rely on agency principles to exercise specific personal jurisdiction." PL's Mem. Opp'n at 12. However,Plaintiff offers this avenue for the Court to consider without engaging in the proper analysis, let alone stating whether the NRCDs are the agents or principals tmder this theory. For analytical purposes, the Court will assume that the NRCDs are the principals and Leon is their agent based on Plaintiffs description: "Since Defendant Leon is located in and carries out activities on behalfof the Plaza Restaurants from Virginia, the non-resident Defendants are subject to this Court's reach." PL's Mem. Opp'n at 12-13; see Int'l Shoe, 326 U.S. at 316("Since the corporate personality is a fiction... the state of its origin can be manifested only by activities carried on in its behalf by those who are authorized to act for it."). Yet, the case law to which Plaintiff cites in support does not establish jurisdiction over the NRCDs; it establishes jurisdiction over Defendant Leon. Plaintiff first relies on Daimler AG V. Bauman, which noted that "[ajgency relationships ... may be relevant to the existence of 18 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 19 of 28 PageID# 307 jurisdiction." 571 U.S. 117,135 n. 13(2014)(emphasis in original). The proposition in Daimler is inapplicable, however, because the Supreme Court concluded that"a corporation can purposefully avail itself ofa forum by directing its agents or distributors to take action there." Id. Plaintiff offers no evidence that the NRCDs directed Defendant Leon or anyone else to take any action at all, let alone in Virginia. Rather, Plaintiff explicitly claims that, although "[e]ach Plaza Restaurant is a separate corporate entity... Defendant Leon operates the Plaza Restaurants as a spoke and wheel business model—^the direction and operational decisions (including employment policies and practices) originate with him as the hub in Virginia and these decisions travel outward to each Plaza Restaurant." Pl.*s Mem. Opp'n at 1. In other words, according to Plaintiffs own allegations, the NRCDs do not exercise the requisite level of control to be haled into court as principals on account ofthe actions that their agent. Defendant Leon,took on their behalf. See Burger King,471 U.S. at 475; Whitfield v. Whittaker Mem 7 Hosp., 210 Va. 176,181 (1969)("In determining whether a person is the agent of another, it is necessary that he not only be subject to the latter's control, or right of control, with regard to the work to be done and the manner of performing it, but the work has to be done on the business ofthe principal or for his benefit."); cf. Int'l Shoe, 326 U.S. at 317. The other cases that Plaintiff relies on face the same logical flaw and are therefore also inapposite. See Prototype Prods., Inc. v. Reset, Inc., 844 F. Supp. 2d 691,695(E.D. Va. 2012)("The central question the Court must answer is whether Laser Devices, ATK,and Lewis Machine are agents of Reset whose actions essentially become Reset's action."); Nucor Corp. v. Bell,482 F. Supp. 2d 714,722(D.S.C, 2007)(finding that an individual was acting as a corporation's agent such that the agent's contacts with the forum state were attributable to the corporation itself); Giannaris v. Cheng,219 F. Supp. 2d 687,693(D. Md.2002)(finding that a "court may exercise 19 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 20 of 28 PageID# 308 personal jurisdiction over a non-resident corporation based on the acts of its agents in Maryland" based on Maryland's long-arm statute). Thus, the Court finds that only the Contracting NRCDs have ptuposefully availed themselves ofthe laws of Virginia and continues its specific personal jurisdiction analysis with respect to them, only. Consulting Eng'rs, 561 F.3d at 278. The Court therefore finds that it lacks specific personal jurisdiction over the nine non-contracting Non-Resident Corporate Defendants, who are hereby DISMISSED. ii. Plaintiffs Claims and Defendants' Forum Activities "The second prong of the test for specific jurisdiction—^that the plaintiffs claims arise out ofthe activities directed at the forum—^requires that the defendant's contacts with the forum state form the basis ofthe suit." Consulting Eng'rs, 561 F.3d at 278-79."The analysis here is generally not complicated" and,"[wjhere activity in the forum state is the genesis ofthe dispute, this prong is easily satisfied." Tire Eng'g,682 F.3d at 303(cleaned up). The Court finds that Plaintiffs claims arise out the Contracting NRCDs'contacts with Virginia. Specifically, in construing the relevant pleadings in the light most favorable to Plaintiff, Combs,886 F.2d at 676, the record demonstrates that the "genesis of the dispute" is in Virginia. Tire Eng'g,682 F.3d at 303. Indeed, the Contracting NRCDs' contract, governed by Virginia law, with PA Global, a Virginia corporation, is alleged to be one ofthe sources ofthe uniform implementation ofthe policies and practices that gave rise to Plaintiffs claims. See Compl. at 41-45. The Contracting NRCDs'relationship with Gerencia Virtual, another Virginia corporation, to prepare payrolls is alleged to be another source ofthis implementation. Id. at T|1[ 67-68("At the direction of Defendants, the payroll provider often manipulated the rates of pay or hours worked, or added a non-discretionary bonus(not included in the regular rate of pay). 20 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 21 of 28 PageID# 309 Those manipulations made it appear on payroll records as though Defendants were paying overtime compensation to employees in compliance with the Act, but instead, employees typically received a predetermined *net* amount."). The second prong is therefore "easily satisfied." Tire Eng'g,682 F.3d at 303. iii. Constitutional Reasonableness Finally, in evaluating whether the exercise of specific personal jurisdiction over the Contracting NRCDs is constitutionally reasonable, the Court considers various factors "to ensure the appropriateness ofthe forum," including: (1)the burden on the defendant of litigating in the forum;(2)the interest ofthe forum state in adjudicating the dispute;(3)the plaintiffs interest in obtaining convenient and effective relief;(4) the shared interest ofthe states in obtaining efficient resolution of disputes; and(5)the interests ofthe states in furthering substantive social policies. Consulting Eng'rs, 561 F.3d at 279; see also World-Wide Volkswagen,444 U.S. at 292. The ultimate purpose ofthis analysis is to "ensure[] that litigation is not so gravely difficult and inconvenient as to place the defendant at a severe disadvantage in comparison to his opponent." CFA Inst., 551 F.3d at 296(cleaned up). First, any burden on the Contracting NRCDs to litigate in Virginia would be minor. The only relevant contentions Plaintiff offers in support of this argument are that all Defendants have the same "counsel to look out for the non-resident Defendants' interests, and certain of Defendants' key witnesses [are] located in the forum state." Pl.'s Mem. Opp'n at 15. The remainder ofPlaintiffs analysis demonstrates why Virginia is a convenient and relevant forum to consider its claims. See id. At the same time, the Contracting NRCDs' only argument in response is that "whether it is a burden for Defendant Leon to litigate in Virginia is irrelevant to the analysis." Defs.' Reply at 14. Yet, the Contracting NRCDs themselves do not claim they face 21 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 22 of 28 PageID# 310 any burden litigating in this forum nor elaborate on what specific facts are relevant to this case. Id. Since all Defendants, including the Contracting NRCDs,have "been able to secure [the same] counsel to represent its interests," and offer no information to suggest otherwise, the Court finds that "its litigation burden is thus no more substantial than that encountered by other entities that choose to transact business in Virginia." CFA Inst., 551 F.3d at 296. Second, Virginia has a substantial interest in adjudicating this dispute. As Plaintiff notes, "Virginia has the closest ties to the facts and issues presented" because it is the genesis ofthe dispute. PL's Mem. Opp'n at 16. Defendants misunderstand the purpose ofthis prong when they argue that,"[i]f Virginia indeed has a 'substantial interest in adjudicating this dispute,' than [j/c] the state is more than capable offiling suit to protect its interest." Defs.' Reply at 15. The question here is not whether the forum state is the proper party to bring suit, but rather whether the forum state has a substantial interest in adjudicating the dispute. See CFA Inst., 551 F.3d at 296-97. Moreover, the fact that the NRCDs themselves are not Virginia corporations does not render personal jurisdiction over them constitutionally unreasonable since the Commonwealth nonetheless maintains a "valid interest in the resolution of the grievances of its citizens and businesses," with whom the NRCDs are intimately connected, especially as it pertains to the claims at issue. Id. at 297. Further, although Plaintiffs claims are not based on the law ofthe Conunonwealth, Virginia nonetheless has an interest in ensuring that federal laws "are not violated within its borders." Tire Eng'g,682 F.3d at 305. Third, Plaintiff argues it has an "efficiency-related interest in litigating this case in a single forum that is convenient for the parties." PL's Mem. Opp'n at 16. Defendants' point that Plaintiff"initiated a similar suit in Pennsylvania against another brand ofrestaurants partly owned by Defendant Leon" is irrelevant to Plaintiffs interest in bringing claims against this 22 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 23 of 28 PageID# 311 brand ofrestaurants that are majority owned by Defendant Leon7 Defs.' Reply at 15. Indeed, none ofthe Defendants, including Defendant Leon himself, are named as defendants in that suit. See Walsh v. La Tolteca Wilkes Bane, Inc. etal, 3:21-cv-1628(M.D. Pa. filed Sept. 21, 2021). Contrary to Defendants' contention, therefore, it is not clear that Plaintiff"could have filed suit in [Pennsylvania] without any efficiency or convenience concems" since the hub ofthis suit is the Commonwealth of Virginia. Defs.' Reply at 15. Fourth and finally. Plaintiff states that "litigating this case in Virginia would serve the states' interests in efficiently resolving disputes and furthering substantive social policies." PL's Mem. Opp'n at 16; see also World-Wide Volkswagen,444 U.S. at 292. Plaintiff also argues that "no state has a stronger interest than Virginia is [5/c] adjudicating this dispute, and all states share an interest in ensuring workers are fairly compensated under the FLSA."PL's Mem. Opp'n at 16-17. Defendants do not respond to this factor. Even if other states have interests in adjudicating this dispute, the Court nonetheless finds that a suit grounded in federal law does not implicate "the potential clash of the forum's law with the 'flmdamental substantive social policies' of another State" such that the "application of the forum's choice-of-law rules" is a relevant consideration. Burger King,471 U.S. at 477. Thus,the Court finds that exercising personal jurisdiction over the Contracting NRCDs would not be "so gravely difficult and inconvenient as to place [them] at a severe disadvantage" in this litigation. CPA Inst., 551 F.3d at 296. Accordingly, the Court finds that it has specific personal jurisdiction over the twelve Contracting Non-Resident Corporate Defendants. ^ Defendants submitted a declaration from Defendant Leon in which he contests Plaintiffs allegation that he owns a majority interest in all Corporate Defendants, Compare Compl. at 4("Defendant Leon ... has an ownership interest in every Plaza Restaurant."), with Defs.' Reply at Ex. 1,^2("Between the years of2017 and 2020,1 have only ever owned a majority interest in thirteen ofthe 40+ restaurants."). At this stage in litigation, "[w]here the plaintiffs complaint and supporting evidence conflict with the defendant's affidavits, the court must construe all reasonable inferences in favor ofthe plaintiff." Meier ex rel. Meier v. Sun Int'l Hotels, Ltd., 288 F.3d 1264,1269(11th Cir. 2002). The Court therefore accepts Plaintiffs allegation as true for jurisdictional purposes. 23 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 24 of 28 PageID# 312 *** In sum,the Court finds it lacks personal jurisdiction over Defendant Flores, Defendant Gonzalez, and the nine non-contracting Non-Resident Corporate Defendants. Accordingly, Defendants' Motion to Dismiss Plaintiffs Complaint against Defendant Jose R. Flores, Defendant Juan P. Gonzalez, and the nine non-contracting Non-Resident Corporate Defendants for lack of personal jurisdiction is GRANTED.Defendants' Motion to Dismiss Plaintiffs Complaint against the 12 Contracting Non-Resident Corporate Defendants is DENIED. B. Failure to State a Claim Against Virginia Resident Defendants Defendants next move to dismiss Plaintiffs Complaint against the Virginia Resident Defendants because they argue that the Complaint only alleges "generalized and conclusory allegations against all 'Defendants,'" rather than "particularized factual allegations against the Virginia Defendants." Defs.' Mem. Supp. at 18. Defendants contend that Plaintiff attempts to "piggyback" off ofthe "specifics regarding the alleged acts ofthe Non-Resident Defendants." Id. The "Facts Common to All Claims" section ofthe Complaint, they claim, only uses vague terms such as'''many of their back-of-the-house employees' or 'many of their employees' without identifypng] any particular Virginia employee or Virginia [D]efendant." Id. at 19(emphasis in original). Defendants conclude that the Complaint's failure to allege particular facts against Resident Defendants violates Rule 8's notice requirement. Id. The Complaint reveals, however, that Defendants misrepresent the level of detail provided in the allegations and improperly hold Plaintiff to a heightened pleading standard. First, Plaintiff alleges its intent to bring this action "to enjoin the corporate defendants, all of which are doing business as Plaza Azteca ... from violating" several provisions of the FLSA. Compl. at 23. Second, Plaintiff lists all of the Corporate Defendants it refers to when its allegations mention 24 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 25 of 28 PageID# 313 the "Plaza Restaurants." Id. at n.l. Third, Plaintiff specifically distinguishes between the actions that Defendant Leon and the Plaza Restaurants took throughout the Complaint, and the relationship between the two. See e.g., id. at H 2("Under the direction of and with oversight from Defendant Ruben Leon and others, every Plaza Restaurant maintained a policy or practice of paying a predetermined pay amount to back-of-the-house employees, resulting in FLSA overtime, and in some cases minimum wage, violations."). Fourth, the Complaint does not, as Defendants argue,"contain[] only generalized and conclusory allegations against all ^Defendants.'" Defs.' Mem. Supp. at 18. Rather,for each cause of action. Plaintiff specifies which FLSA provisions are at issue, the relevant timeframe the alleged conduct occurred, the specific violations Defendants committed of the relevant provision, and includes specific allegations regarding the actions the Plaza Restaurants took. See Compl. at 52-84. Finally, Plaintiff alleges that "Defendants' business activities ... are and were related and performed through unified operation or common control for a common business purpose and constitute a [single] enterprise," as defined in the Act. Id. at H 38. As Defendants themselves acknowledge, "[ujnder the FLSA,a defendant may be liable tmder a theory of enterprise coverage." Defs.' Mem. Supp. at 13(emphasis added). Defendants' argument also ignores the fact that "[djetermining whether a complaint states a plausible claim for relief...[is] a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Iqbal, 556 U.S. at 679. Indeed,"[f]air notice under Rule 8(a)(2) depends on the type of case." Phillips v. Cnty. ofAllegheny, 515 F.3d 224,232(3d Cir. 2008); accord Rabbins v. Oklahoma,519 F.3d 1242, 1248(10th Cir. 2008) (analyzing the notice requirement for a § 1983 qualified immunity case). For FLSA overtime claims, the Fourth Circuit has recognized a lower pleading standard. See Hall v. DIRECTV, LLC, 25 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 26 of 28 PageID# 314 846 F.3d 757,776-78(4th Cir. 2017)(adopting a lenient pleading standard for the level of detail a plaintiff must allege regarding hours inadequately compensated in FLSA overtime cases); see also Landers v. Quality Commc'ns, Inc., Ill F.3d 638,645(9th Cir. 2014), as amended(Jan. 26, 2015), cert, denied, 575 U.S. 979(2015)("After all, most(if not all) ofthe detailed information concerning a plaintiff-employee's compensation and schedule is in the control ofthe defendants."). The Court recognizes that Plaintiff alleges claims besides overtime violations, but finds the Fourth Circuit's analysis helpful in evaluating the Complaint as a whole as well. Especially considering the nature ofFLSA claims, as well as Plaintiffs allegation that Defendants are liable as a "single enterprise" under the Act, the Court finds meritless Defendants' claim that "the Virginia Defendants are left guessing whether Plaintiff has plead any specific facts of wrongful conduct by them." Defs.' Mem. Supp. at 19. Defendants' reliance on out-of-context case law is therefore unavailing. See, e.g., Boykin Anchor Co. v. AT&T Corp., No. 5:10-cv-591, 2011 WL 1456388, at *4(E.D.N.C. Apr. 14, 2011)(finding plaintiff could not rely on allegations relating to the conduct of"all defendants" because "the individual corporate defendants cannot be liable for one another's tortious conduct" under plaintiffs cause of action). Here, the Complaint explicitly and permissibly alleges that the Virginia Defendants are liable as members of the "Plaza Restaurants" and "single enterprise." Ultimately, the Court finds that the level of detail in Plaintiffs Complaint"permit the court to infer more than the mere possibility of misconduct" in conformance with Rule 8. Iqbal, 556 U.S. at 679(citing Fed. Rule Civ. Proc. 8(a)(2)). According, Defendants' Motion to Dismiss Plaintiffs Complaint against the Virginia Defendants pursuant to Federal Rules of Civil Procedure 8(a)(2) and 12(b)(6) is DENIED. 26 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 27 of 28 PageID# 315 IV. CONCLUSION For the reasons set forth above, Defendants' Motion to Dismiss is GRANTED IN PART AND DENIED IN PART. Specifically, Defendants' Motion to Dismiss Plaintiffs Complaint for lack of personal jurisdiction over Defendants Jose R. Flores, Juan P. Gonzalez, and the nine non-contracting Non-Resident Corporate Defendants is GRANTED. Accordingly, the following Defendants remain: 1. RUBEN LEON, 2. PLAZA AZTECA GREAT NECK,INC., 3. PLAZA AZTECA JEFFERSON,INC. d/b/a PLAZA AZTECA RESTAURANTE MEXICANO(4), 4. PLAZA AZTECA SUFFOLK,INC., 5. PLAZA AZTECA GRANBY ST.,INC., 6. P.A. LASKIN,INC., 7. PLAZA AZTECA SHORT PUMP,INC., 8. DON VALERIO OF STERLING,INC. d^/a PLAZA AZTECA STERLING, 9. PLAZA AZTECA BROAD,INC., 10. PLAZA AZTECA DOCK LANDING,INC., 11. PLAZA AZTECA GAVIOTAS,INC., 12. P.A. GLEN ALLEN,INC., 13. PLAZA AZTECA HAMPTON,INC., 14. MARTINEZ-HAYGOOD,INC. d^/a PLAZA AZTECA MEXICAN RESTAURANTE, 15. PA PROVIDENCE,INC., 16. PA SEMINOLE INC., 17. PLAZA AZTECA WARWICK,INC. d^/a PLAZA AZTECA(NEWPORT NEWS CI), 18. PA WAYNESBORO,INC., 19. P.A. WESTCHESTER,INC., 20.PA WILLIAMSBURG,INC., 21. PLAZA AZTECA YORKTOWN,INC., 22.PLAZA AZTECA INC. d^/a PLAZA AZTECA RESTAURANTE MEXICANO(1), 23. P.A. LEESBURG,INC., 24. PLAZA AZTECA DENBIGH,INC., 25.PLAZA AZTECA NORFOLK OUTLET,INC., 26. P.A. MIDLOTHIAN,INC., 27. SALSA'S THIMBLE SHOALS INC., 28. PLAZA AZTECA ROBINSON TOWNSHIP,INC., 29.PLAZA AZTECA WYOMISSING,INC., 30.PLAZA STATE COLLEGE,INC., 31. MONTEREY OF CALIFORNIA,INC., 27 Case 2:21-cv-00531-RAJ-RJK Document 23 Filed 08/10/22 Page 28 of 28 PageID# 316 32. P. A. GREENVILLE INC.. 33. PA OBX,INC., 34. PLAZA AZTECA ELIZABETH CITY,INC., 35. PLAZA AZTECA SICKLERVILLE,INC., 36. PLAZA AZTECA KING OF PRUSSIA,INC., 37. PLAZA AZTECA EXTON,INC., 38. PLAZA AZTECA KENNETT SQUARE,INC., and 39. PLAZA AZTECA PLYMOUTH MEETING,INC. Defendants' Motion to Dismiss is otherwise DENIED. The Court DIRECTS the Clerk to provide a copy of this Order to the parties. IT IS SO ORDERED. Norfolk, Virginia ^• v ^ August 10 ,2022 United States Distnct Judge 28

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