NOT PRECEDENTIAL

                       UNITED STATES COURT OF APPEALS
                            FOR THE THIRD CIRCUIT
                                 ___________

                                       No. 19-1414
                                       __________

                                     JAMES RIFFIN,
                                               Appellant

                                             v.

                       CONSOLIDATED RAIL CORPORATION
                       ____________________________________

                    On Appeal from the United States District Court
                          for the Eastern District of Pennsylvania
                          (D.C. Civil Action No. 2-17-cv-05685)
                 District Judge: Honorable Nitza I. Quiñones Alejandro
                      ____________________________________

                  Submitted Pursuant to Third Circuit L.A.R. 34.1(a)
                                    July 3, 2019
             Before: KRAUSE, SCIRICA, and NYGAARD, Circuit Judges

                               (Opinion filed July 15, 2019)
                                      ___________

                                        OPINION*
                                       ___________

PER CURIAM

       Pro se Appellant James Riffin appeals from the District Court’s order dismissing

his complaint for lack of standing. For the reasons discussed below, we will affirm.


*
 This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not
constitute binding precedent.
                                             I.

       Because we write primarily for the parties, we will recite only the facts necessary

for our discussion. Riffin filed his complaint in the United States District Court for the

Eastern District of Pennsylvania in December 2017. The complaint raised federal claims,

see generally 49 U.S.C. §§ 10903, 11704(b), against Consolidated Rail (“Conrail”), a

Pennsylvania corporation. The claims stemmed from a dispute over Conrail’s sale of a

historic rail property to eight developers (the “LLCs”). See generally City of Jersey City

v. Consol. Rail Corp., 

, 742–44 (D.C. Cir. 2012). Riffin did not allege that

he was affiliated with the LLCs or involved with the sale.

       The sale has resulted in protracted litigation among various parties, in different

forums, for over a decade. 

includes claims that the LLCs brought

against their title insurer (“Chicago Title”) and claims that Chicago Title brought against

Conrail. See generally 212 Marin Boulevard, LLC v. Chi. Title Ins. Co., No. A-0774-

17T2, 

, at *1 (N.J. Super. Ct. App. Div. Jan. 23, 2019). Riffin alleged

that the LLCs and Chicago Title reached a settlement in which, among other things,

Chicago Title agreed to pay $5 million to the LLCs. Riffin claimed that Chicago Title

also agreed to assign certain rights, including its subrogation claims against Conrail, to

the LLCs. Riffin maintained that the LLCs later assigned those rights to him. The claims

in his complaint are premised solely on the assignment of those rights.

       Conrail filed a motion to dismiss. The District Court granted the motion,

determining that Riffin lacked standing. This appeal ensued.


                                              2
                                                II.

       We have jurisdiction under 28 U.S.C. § 1291. “We exercise plenary review over a

District Court’s decision to dismiss for lack of standing.” Am. Orthopedic & Sports

Med. v. Indep. Blue Cross Blue Shield, 

, 449 (3d Cir. 2018) (citation

omitted). When a party contests the sufficiency of the pleadings to establish standing, we

“consider the allegations of the complaint and documents referenced therein and we do so

in the light most favorable to the plaintiff.” 

and citations omitted).

As with motions to dismiss, generally, we may also consider matters of public record.

See Schmidt v. Skolas, 

, 249 (3d Cir. 2014). We exercise plenary review

over a district court’s choice-of-law analysis. Specialty Surfaces Int’l, Inc. v. Cont’l Cas.

Co., 

, 229 n.1 (3d Cir. 2010).

                                               III.

       Article III of the Constitution limits the power of the federal judiciary to the

resolution of cases and controversies. U.S. Const. art. III, § 2. “That case-or-controversy

requirement is satisfied only where a plaintiff has standing.” Sprint Commc’ns Co., L.P.

v. APCC Servs., Inc., 

, 273 (2008). To establish Article III standing, a

plaintiff must demonstrate: “(1) . . . an injury in fact, (2) that is fairly traceable to the

challenged conduct of the defendant, and (3) that is likely to be redressed by a favorable

judicial decision.” Cottrell v. Alcon Labs., 

, 162 (3d Cir. 2017) (quoting

Spokeo, Inc. v. Robins, 

, 1547 (2016)).




                                                3
       Here, Riffin alleged that he had standing based on the purported assignment of the

LLCs’ rights (acquired from Chicago Title) to bring certain claims against Conrail.

Because we conclude that the assignment to Riffin is invalid, he lacks standing. See Am.

Orthopedic & Sports 

(plaintiff asserting rights pursuant to invalid

assignment lacked standing); Kenrich Corp. v. Miller, 

, 314 (3d Cir. 1967)

(applying Pennsylvania’s champerty doctrine and affirming dismissal for lack of standing

based on champertous assignment).1

       Under Pennsylvania’s champerty doctrine, “an arrangement offends public policy

against champerty and is illegal if it provides for the institution of litigation by and at the

expense of a person who, but for that agreement, has no interest in it, with the

understanding that his reward is to be a share of whatever proceeds the litigation may

yield.” Kenrich 

. “[T]he common law doctrine of champerty

remains a viable defense in Pennsylvania,” and, “if an assignment is champertous, it is

invalid.” Frank v. TeWinkle, 

, 438 (Pa. Super. Ct. 2012). “An assignment is

champertous when the party involved: (1) has no legitimate interest in the suit, but for the

agreement; (2) expends his own money in prosecuting the suit; and (3) is entitled by the

bargain to share in the proceeds of the suit.” 

       Here, Riffin’s agreement with the LLCs, which was referenced in Riffin’s

complaint and is contained in the record, satisfies each of these elements. First, but for


1
  The invalidity of the assignment here, without more, is sufficient to conclude that Riffin
lacks standing. Thus, we need not consider Conrail’s remaining arguments that he lacks
standing.
                                               4
the agreement, Riffin did not allege that he has any personal interest in his claims, which

stem from a dispute between the LLCs, Chicago Title, and Conrail. Second, the

agreement provides that the LLCs shall incur no expenses from Riffin’s prosecution of

the claims. Thus, Riffin “is using his own money to finance the suit[], as he is the pro se

plaintiff and is therefore responsible for filing fees and other associated costs.” 

. And third, the agreement provides that Riffin is entitled to a percentage of

any proceeds from the claims. Thus, the assignment to Riffin is champertous, and

therefore invalid, under Pennsylvania law.

       But our discussion cannot end there because, as the parties agree, New Jersey law

does not prohibit champerty. See Sweeney v. Veneziano, 

, 245 (N.J. Super.

Ct. App. Div. 1961). Riffin argues that the District Court should have applied New

Jersey law to determine whether the assignment was valid, whereas Conrail maintains

that the District Court correctly applied Pennsylvania law. To resolve this issue, we

“apply Pennsylvania's choice-of-law principles as the [district] court was in the Eastern

District of Pennsylvania.” Gay v. CreditInform, 

, 389 (3d Cir. 2007) (citing

Klaxon Co. v. Stentor Elec. Mfg. Co., 

(1941)).

       Applying Pennsylvania’s choice-of-law principles, we first conclude that there is a

true conflict here, as both jurisdictions’ interests would be at least somewhat “impaired

by the application of the other’s laws.” Hammersmith v. TIG Ins. Co., 

, 230

(3d Cir. 2007). Thus, we proceed to ask which state has the “greater interest in the

application of its law.” 

(quotation marks and citation omitted). “This analysis


                                              5
requires more than a mere counting of contacts. Rather, we must weigh the contacts on a

qualitative scale according to their relation to the policies and interests underlying the

[particular] issue.” 

and citations omitted, alteration in original).

       We agree with the District Court’s conclusion that Pennsylvania has the greater

interest in the application of its law here. While there are some contacts with both states,2

Pennsylvania’s interests in applying its champerty doctrine to claims against a

Pennsylvania corporation prevail. As this Court has recognized, a champertous

assignment “offends public policy . . . and is illegal” under Pennsylvania law. Kenrich

; see also McIlvaine Trucking, Inc. v. W.C.A.B. (States), 

, 1286 (Pa. 2002) (resolving contractual choice-of-law dispute in favor of applying

Pennsylvania law, and emphasizing that “agreements may be avoided where, as here,

their terms offend [Pennsylvania] public policy”). In contrast, Riffin has cited no

authority to support his argument that New Jersey has a strong interest in the enforcement

of such assignments; rather, New Jersey courts have merely held that the defense of

champerty “does not apply in this State.” 

.


2
  In particular, we note that Conrail is a Pennsylvania corporation and that the dispute
stems, in part, from the sale of a property in New Jersey. We also note that Riffin alleged
that he was domiciled in Maryland, that the LLCs’ were managed by a New York
resident who purportedly assigned the LLCs’ rights to Riffin, and that the assignment was
made in Maryland (though Riffin alleges that the assignment was negotiated in New
Jersey). While neither party presses an argument that New York or Maryland law
applies, see Williams v. BASF Catalysts LLC, 

, 316 (3d Cir. 2014) (“parties
may waive choice-of-law issues”), we note that those jurisdictions recognize the defense
of champerty. See Justinian Capital SPC v. WestLB AG, N.Y. Branch, 

,
1254 (N.Y. 2016); Accrued Fin. Servs., Inc. v. Prime Retail, Inc., 

, 300 (4th
Cir. 2002).
                                              6
       Because Pennsylvania law applies, the purported assignment to Riffin is

champertous, and, therefore, it is invalid. Thus, Riffin lacked standing to bring his claims

here. See Am. Orthopedic & Sports 

.

       Accordingly, we will affirm the judgment of the District Court. In doing so, we

hold only that the purported assignment is invalid for purposes of Riffin’s standing to

bring his claims here, and we express no opinion on the validity of the assignment for any

other purposes.3




3
 Riffin’s motion for an extension of time to file his reply brief is denied as unnecessary.
The Clerk verbally granted his request to file his reply brief no later than June 11, 2019,
and his reply brief filed on June 10, 2019, is timely. See 3d Cir. L.A.R. 31.4.
                                             7