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explaining circuit courts have “ruled that a minority-owned corporation may have standing to assert federal discrimination claims, including those brought under Title VI, if it alleges discrimination by a federally funded program”
Summary of this case from Nash v. Neb. Dep't of Econ. Dev.Opinion
21-1642
03-10-2022
Bibliotechnical Athenaeum, Plaintiff-Appellant, v. American University of Beirut, Defendant-Appellee.
FOR APPELLANT: DAVID ABRAMS, Attorney at Law, New York, NY. FOR APPELLEE: CATHERINE A. WILLIAMS (Peter Shakro, on the brief), Patterson Belknap Webb & Tyler LLP, New York, NY.
UNPUBLISHED OPINION
SUMMARY ORDER
RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT'S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION "SUMMARY ORDER"). A PARTY CITING TO A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.
At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 10th day of March, two thousand twenty-two.
Appeal from the United States District Court for the Southern District of New York (Liman, J.).
FOR APPELLANT: DAVID ABRAMS, Attorney at Law, New York, NY.
FOR APPELLEE: CATHERINE A. WILLIAMS (Peter Shakro, on the brief), Patterson Belknap Webb & Tyler LLP, New York, NY.
PRESENT: Barrington D. Parker, Susan L. Carney, Beth Robinson, Circuit Judges.
1
UPON DUE CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the judgment entered on March 19, 2021, and the order entered on June 14, 2021, are AFFIRMED.
Bibliotechnical Athenaeum ("Bibliotechnical"), an Israeli corporation with its principal place of business in New York, appeals from a judgment dismissing under Federal Rule of Civil Procedure 12(b)(6) its discrimination claims against the American University of Beirut ("the University"). The district court ruled primarily that Bibliotechnical failed to state a claim under Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d, and Section 1981 of the Civil Rights Act of 1866, 42 U.S.C. § 1981. Bibliotechnical alleges that the University discriminated against it by refusing, based on Bibliotechnical's incorporation in Israel, to allow it to participate in a virtual career fair for University students. On appeal, Bibliotechnical primarily challenges the district court's determination that it failed to state a plausible claim under either Title VI or Section 1981. We review de novo a district court's dismissal of a complaint under Rule 12(b)(6), accepting the complaint's factual allegations as true and drawing all reasonable inferences in the plaintiff's favor. See Forest Park Pictures v. Universal Television Network, Inc., 683 F.3d 424, 429 (2d Cir. 2012). We assume the parties' familiarity with the underlying facts, procedural history, and arguments on appeal, to which we refer only as necessary to explain our decision to affirm. 2
Bibliotechnical's original complaint alleged a Title VI claim based on national origin discrimination against the University; a similar claim under the New York City Human Rights Law; and a claim under New York State's "Lisa Law," which makes it unlawful "for any person to boycott or blacklist, or to refuse to buy from, sell to or trade with, or otherwise discriminate against any person, because of the . . . national origin . . . of such person." N.Y. Executive Law 296(13). After dismissing the federal claim, the district court declined to exercise supplemental jurisdiction over the state and city claims. See Bibliotechnical Athenaeum v. Am. Univ. of Beirut, 527 F.Supp.3d 625, 638 (S.D.N.Y. 2021). Bibliotechnical then filed an amended complaint, which replaced the Title VI claim with a claim under Section 1981 for citizenship discrimination. The district court then dismissed the amended complaint, too, for failure to state a claim. See Bibliotechnical Athenaeum v. Am. Univ. of Beirut, No. 20-CV-4068 (LJL), 2021 WL 2418332, at *3 (S.D.N.Y. June 14, 2021). Bibliotechnical challenges the dismissals of both federal claims on appeal, and we address them together in this Order. It does not assign error to the district court's dismissal of its state and city claims.
1. Title VI claim
Title VI of the Civil Rights Act of 1964 provides in relevant part that "[n]o person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance." 42 U.S.C. § 2000d. To establish a claim under Title VI, a plaintiff must plausibly allege that (1) "the defendant discriminated against [it] on the basis of [national origin]," (2) the "discrimination was intentional," and (3) "the discrimination was a substantial or motivating factor for the defendant's actions." Tolbert v. Queens College, 242 F.3d 58, 69 (2d Cir. 2001) (internal quotation marks omitted).
In Hudson Valley Freedom Theater, Inc. v. Heimbach, we endorsed "[t]he principle that a corporation may assert equal protection claims when it alleges discrimination because of the color of its stockholders." 671 F.2d 702, 706 (2d Cir. 1982). Relying on Hudson Valley, other Circuits have since ruled that a minority-owned corporation may have standing to assert federal discrimination claims, including those brought under Title VI, if it alleges discrimination by a federally funded program. See Carnell Const. Corp. v. Danville Redevelopment & Hous. Auth., 745 F.3d 703, 714 (4th Cir. 2014) ("[I]n various statutory contexts, several of our sister circuits have concluded that corporations have standing to assert race discrimination claims, including claims brought under Title VI.") (citing Hudson Valley, 671 F.2d at 706 and collecting cases). To determine whether a corporation has a cognizable discrimination claim based on its imputed racial identity, courts look to the ownership of the corporation and the identity of its shareholders, directors, officers, and employees. See id. at 715; see also Thinket Ink Info. Res., Inc. v. Sun Microsystems, Inc., 368 F.3d 1053, 1059 (9th Cir. 2004) (minority-owned corporation had an "imputed racial identity" where it alleged "that it suffered discrimination because all of its shareholders were African-American.").
Assuming without deciding that a corporation can establish an "imputed national origin" to bring a federal discrimination claim, we agree with the district court that Bibliotechnical fails to allege any facts to suggest that the University discriminated against it based on the national origin of Bibliotechnical's owners or employees, or the relationship between its national origin and its corporate mission. Cf. Hudson Valley, 671 F.2d 703-04. 3 Unlike the allegations that we found sufficient as to a claim for racial discrimination against a corporation in Hudson Valley, here, Bibliotechnical does not allege any facts suggesting that the University's actions were motivated by discriminatory animus against Bibliotechnical's owners, employees, or company mission. Although Bibliotechnical declares that its primary purpose is to fight anti-Israeli discrimination and suggests that, because its founding documents include text written in Hebrew, its Israeli national origin was apparent, neither the original nor the amended complaint gives any basis for inferring that University officials were aware of those facts when the University denied Bibliotechnical's application to participate in the virtual career fair. As we have commented before, "discriminatory intent cannot be inferred . . . from circumstances unknown to the defendant." Woodman v. WWOR-TV, Inc., 411 F.3d 69, 82 (2d Cir. 2005).
Nor does Bibliotechnical allege that its members or customers belong to a protected category for purposes of Title VI. Instead, it merely alleges that it advised the University that Bibliotechnical was an Israeli corporation and soon after "was locked out of the computer system" and that University representatives "refused to communicate further" regarding Bibliotechnical's participation in the virtual career fair, App'x at 9, urging as plausible the inference that it was excluded from participation "solely due to its national origin." Id. Such conclusory allegations are insufficient to state a claim under Title VI. See Tolbert, 242 F.3d at 69. The mere fact that Bibliotechnical was incorporated in Israel does not establish that it has any imputed national origin or racial identity for Title VI purposes. As the district court observed, a company's country of incorporation "only bears a faint-if any-relationship to the national origin of its owners, directors, or employees." Bibliotechnical Athenaeum v. Am. Univ. of Beirut, 527 F.Supp.3d 625, 635 (S.D.N.Y. 2021).
Accordingly, even assuming that such a corporate claim might lie in appropriate circumstances, Bibliotechnical fails to state a claim for national origin discrimination under Title VI. 4
2. Section 1981 claim
Section 1981 provides in relevant part that "[a]ll persons within the jurisdiction of the United States shall have the same right in every State and Territory to make and enforce contracts . . . as is enjoyed by white citizens." 42 U.S.C. § 1981(a). To state a claim under Section 1981, plaintiffs "must allege facts supporting the following elements: (1) plaintiffs are members of a racial minority; (2) defendants' intent to discriminate on the basis of race; and (3) discrimination concerning one of the statute's enumerated activities." Brown v. City of Oneonta, 221 F.3d 329, 339 (2d Cir. 2000).
Bibliotechnical's Section 1981 claim for citizenship discrimination suffers from shortcomings similar to those that make its Title VI claim deficient. To support its Section 1981 claim, Bibliotechnical recycles the same conclusory allegations that it uses in its Title VI national origin claim. Once again, assuming that a corporation can state a Section 1981 claim based on imputed alienage or citizenship, Bibliotechnical's Section 1981 claim fails because its discrimination allegations rest solely on its country of incorporation, rather than on the alienage or citizenship of its owners, founders, directors, or employees. We agree with the district court that "[t]he choice of a corporation's country of incorporation says nothing necessarily about its mission or the identity of its constituents." Bibliotechnical Athenaeum v. Am. Univ. of Beirut, No. 20-CV-4068 (LJL), 2021 WL 2418332, at *3 (S.D.N.Y. June 14, 2021).
Accordingly, we conclude that Bibliotechnical's allegations fail to state a plausible claim for citizenship discrimination under Section 1981.
We have considered Bibliotechnical's remaining arguments and find in them no basis for reversal. The judgment of the district court is AFFIRMED. 5