PROCEDURE – VENUE – PRELIMINARY OBJECTIONS

Rosamilia v. Alaska Air Cargo, 2025 Pa. Super. LEXIS 401 (September 3, 2025) Stevens, P.J.E.
Judges: BEFORE: PANELLA, P.J.E., LANE, J., and STEVENS, P.J.E.
Appellant, Andrew Rosamilia, appeals from the October 31, 2024, order entered in the Court of Common Pleas of Clinton County, which sustained Appellee, Alaska Air Cargo’s (“Alaska Air”), preliminary objections based on improper venue in Pennsylvania and dismissed Appellant’s complaint with prejudice. After our careful review, we affirm.
Appellant contended that, in July of 2021, while he was in Pennsylvania, he contacted Alaska Air to arrange for the shipment of various items, including a 15-horsepower manual start Mercury outboard motor (“the motor”), from Anchorage, Alaska, to King Salmon, Alaska. Appellant sought to have these items shipped to King Salmon as he intended to purchase a cabin in the area. Appellant paid for the shipment, and Alaska Air successfully shipped all items, including the motor, from Anchorage to King Salmon without incident.
Subsequently, the owners of the cabin decided not to sell it to Appellant, and, thus, Appellant contacted Alaska Air and requested that the previously shipped items, including the motor, be shipped from King Salmon back to Anchorage. Appellant claimed that Alaska Air’s representative agreed to ship all items from King Salmon to Anchorage upon Appellant’s payment of a second shipping fee, and, thus, Appellant paid, in full, the shipping fee.
Alaska Air then shipped all items, except for the motor, from King Salmon back to Anchorage. Appellant claimed that, despite the fact he paid the second shipping fee in full, the motor remained in Alaska Air’s possession in King Salmon. Appellant averred that he made numerous demands for Alaska Air to return the motor to Anchorage, but Alaska Air refused. Appellant alleged Alaska Air violated its contract with Appellant, unjustly denied Appellant use of the motor since July of 2021, and used “unfair or deceptive acts or practices.”
Under Rule 2179(a)(2), a personal action against a corporation may also be brought in a county where “the corporation or similar entity regularly conducts business.”
Pa.R.Civ.P. 2179(a)(2). To determine where a corporation “regularly conducts business,” courts must “focus on the nature of the acts the corporation allegedly performs in that county,” and assess those acts “both as to their quantity and quality.” Gilfor ex rel. Gilfor v. Altman, 770 A.2d 341, 345 (Pa.Super. 2001).
The Superior Court [has] explained that “‘quality of acts’ means those directly furthering or essential to, corporate objects; they do not include incidental acts.” Id. Meanwhile, “‘quantity of acts’ means those acts which are so continuous and sufficient to be general or habitual.” Id. In other words, to meet the “quality” [*22] prong of the analysis under Rule 2179(a)(2), a corporate defendant’s contacts with the county must be essential to or in direct furtherance of corporate objects, rather than being incidental acts.
Importantly, mere advertisement or solicitation of business within the county generally is not sufficient to satisfy the quality test because advertisement is generally incidental to the corporate objects.
Meanwhile, to satisfy the “quantity” prong of the quantity-quality analysis, “acts must be sufficiently continuous so as to be considered habitual.” Hangey v. Husqvarna Pro. Prods., Inc., 247 A.3d 1136, 1141 (Pa.Super. 2021)[, affirmed, Pa., 304 A.3d 1120 (2023)]. In considering the quantity prong, Pennsylvania appellate courts have often considered the percentage of overall business a defendant company conducts in a county. Hangey, supra. However, no court has stated that the percentage of a defendant’s business is the sole evidence relevant to the ‘quantity’ analysis. Id. Instead, courts must determine whether all evidence presented, including the scope of a defendant’s business, viewed in the context of the facts of the case, establish that a defendant’s contacts within the venue satisfy the quantity prong.
In the instant case, the Complaint does not contain any specific references to [Alaska Air’s] corporate activities within Clinton County, Pennsylvania.
Here, there is no dispute that Alaska Air challenged the propriety of venue in Pennsylvania via a preliminary objection. The issue is whether the trial court “overstepped its bounds” by examining and applying the requirements of Rule 2179(a) to the instant matter.
In applying Rule 2179(a) to the facts of the instant case, the [trial] court found venue to be improper in Clinton County, Pennsylvania. As such, for the [trial] court to consider the outstanding questions surrounding the incorporation of an alleged forum selection clause into an alleged contract of carriage would be, in the [trial] court’s judgment, premature. The [trial] court, therefore, believes that these questions are best answered by a court sitting in a proper venue.
We conclude the trial court did not abuse its discretion, and contrary to Appellant’s assertion, the trial court did not “overstep its bounds” in applying Pa.R.Civ.P. 2179. While the “primary thrust” of Alaska Air’s preliminary objection related to the theory that venue was improper in Pennsylvania because Appellant was bound by a forum selection clause requiring venue in King County, Washington, we agree with the trial court that a fair reading of Alaska Air’s preliminary objection also included assertions related to Rule 2179.
Moreover, despite Appellant’s attempts during the evidentiary hearing to narrow Alaska Air’s preliminary objection argument to solely whether there was a binding forum selection clause in this matter, Alaska Air advised the trial court that other factors, namely, those related to where the transaction occurred, where the motor was located, and where the company is headquartered, where “all factors…relevant to venue and a venue analysis, and that’s part of our preliminary objection.” Also, Alaska Air argued during the evidentiary hearing that other “factors,” including the absence of any connection to Pennsylvania in this case, would be applicable to the venue analysis. Id. Notably, all these factors related to an analysis of proper venue for corporations under Rule 2179(a).
We conclude the trial court did not abuse its discretion in applying Pa.R.Civ.P. 2179 to the instant matter. See Warehime v. Warehime, 580 Pa. 201, 860 A.3d 41, 46 (2004). In the case sub judice, the averments set forth in Alaska Air’s preliminary objections and supporting brief, as well as the testimony during the evidentiary hearing, illustrate there were apparently reasonable grounds for the trial court to sustain Alaska Air’s preliminary objections and apply Rule 2179. Thus, we affirm.
• Venue can be raised in clear objections.
• This case involved order of an outboard motor and an attempted return of it.
• It was also a choice of forum clause in the contract.
• Under Rule 2179(a)(2) a personal action against the corporation may be brought in a county with a corporation of similar entity regularly conducts business.
• The advertisement or solicitation of business within a county generally is not sufficient to satisfy the test for venue because advertisement is generally incidental to the corporate object.
• The acts of the defendant in the county must be sufficiently continuous such as to be habitual.
• Complaint does not contain any specific references to defendant’s corporate activities within Clinton County.
• Case was properly dismissed.