Olawole v. ActioNet, Inc., 258 F. Supp. 3d 694

Background

Plaintiff Charles Olawole, a Maryland resident of Nigerian national origin, worked for defendant ActioNet as a senior network engineer; his closely held company, Graffiti Consulting, is also a plaintiff.
Parties entered a Consultant Agreement in spring 2014: the Agreement gave Olawole a raise, contemplated joint employment, allowed ActioNet to terminate Olawole with 10 days’ written notice, and contained Virginia choice-of-law and exclusive Virginia forum-selection clauses.
ActioNet terminated the relationship on May 9, 2014; Olawole alleges the stated reason was pretextual and that his supervisor mocked his foreign accent.
Plaintiffs filed an administrative charge with Montgomery County in May 2015 and sued in Maryland state court on June 27, 2016; ActioNet removed and the case was transferred to the Eastern District of Virginia pursuant to the forum clause.
Graffiti Consulting’s counsel withdrew for lack of admission in Virginia; the company remained unrepresented and its Maryland corporate charter had lapsed when the suit was filed but was later renewed.
The Amended Complaint asserts three Counts: (I) breach of contract (Graffiti Consulting), (II) Montgomery County national-origin discrimination (both plaintiffs), and (III) race discrimination under 42 U.S.C. § 1981 (both plaintiffs).

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Graffiti Consulting can proceed pro se	Corporation may proceed as plaintiff (no express argument that it must retain counsel in opposing brief)	Corporation may not appear pro se; lacks counsel and corporate charter was forfeited when suit filed	Graffiti Consulting’s claims dismissed without prejudice for lack of counsel and because charter was inoperative when filed
Whether Count I (breach of contract) is time-barred	Contract claim timely under applicable law (implicitly relying on contractual choice-of-law)	Statute of limitations bars the claim under Maryland law	Breach claim governed by Virginia law (contract choice-of-law); Virginia 5-year period applies — Count I dismissed without prejudice but not time-barred if refiled within five years
Whether Count II (Montgomery County discrimination) is time-barred	Administrative exhaustion tolled limitations; claim timely	Two-year limitations in Maryland bar claim filed June 27, 2016 (after May 9, 2016 deadline)	Maryland’s 2-year limitation is substantive and applies; Count II is time-barred and dismissed with prejudice
Whether Count III (§ 1981 race-discrimination) states a claim	§ 1981 claim arises from alleged discriminatory termination	Allegations focus on national origin and accent — insufficient to plead race discrimination under § 1981	§ 1981 claim dismissed as to Graffiti Consulting without prejudice (same counsel/charter defects); Olawole’s § 1981 claim dismissed with leave to amend for failure to plead race-based discrimination plausibly

Key Cases Cited

Brown v. Board of Educ., 347 U.S. 483 (1954) (noted precedent; general equality principles)
Iqbal v. Ashcroft, 556 U.S. 662 (2009) (complaint must plead sufficient factual matter to be plausible)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (plausibility standard for pleading)
Rowland v. California Men's Colony, 506 U.S. 194 (1993) (corporations must be represented by licensed counsel in federal court)
Van Dusen v. Barrack, 376 U.S. 612 (1964) (choice-of-law rule for § 1404(a) transfers)
Atlantic Marine Constr. Co. v. U.S. Dist. Court, 571 U.S. 49 (2013) (forum-selection clauses affect choice-of-law application after transfer)
Jones v. R.S. Jones & Associates, 431 S.E.2d 33 (Va. 1993) (distinction between substantive and procedural statutes of limitations for choice-of-law)
Dual v. Lockheed Martin Corp., 383 Md. 151 (2004) (forfeiture of corporate charter renders corporate acts, including suit filings, void)
Tri-County Unlimited, Inc. v. Kids First Swim Sch., 191 Md. App. 613 (2010) (complaint filed while charter forfeited is a legal nullity)