Dowling, B. v. Pennsylvania Psychiatric Inst.,etal ( 2015 )

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NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
BRIAN DOWLING IN THE SUPERIOR COURT OF
PENNSYLVANIA
Appellant
v.
PENNSYLVANIA PSYCHIATRIC
INSTITUTE,
MICHAEL J. FELICE, AND WANDA
GEESEY
Appellee No. 473 MDA 2014
Appeal from the Order Entered March 4, 2014
In the Court of Common Pleas of Dauphin County
Civil Division at No(s): 2012-CV-10599-CV
BEFORE: BOWES, J., OTT, J., and STABILE, J.
DISSENTING MEMORANDUM BY OTT, J.: FILED JUNE 08, 2015
Because I conclude that Dowling failed to plead sufficient facts to
support his claims for breach of contract, promissory estoppel and
intentional interference with contractual relations, I am compelled to dissent.
With regard to Dowling’s breach of contract claim, I agree with the
Majority that Dowling has demonstrated, at this preliminary stage in the
proceeding, that he had formed an oral contract with PPI, through its agent,
Groves, and that the agreement was supported by valid consideration. See
Majority Memorandum at 8-10. Nevertheless, I conclude Dowling failed to
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present a valid claim for breach of contract, albeit on a different basis than
that of the trial court.1
It is axiomatic that in order to maintain a breach of contract action, a
plaintiff must demonstrate: “(1) the existence of a contract, including its
essential terms, (2) a breach of a duty imposed by the contract and (3)
resultant damages.” Gorski v. Smith, 812 A.2d 683, 692 (Pa. Super.
2002), appeal denied, 856 A.2d 834 (Pa. 2004). This Court has expressed
that “[w]hile not every term of a contract must be stated in complete detail,
every element must be specifically pleaded.” Pennsy Supply, Inc. v.
Am. Ash Recycling Corp. of Pennsylvania, 895 A.2d 595, 600 (Pa.
Super. 2006) (citations omitted and emphasis supplied), appeal denied, 907
A.2d 1103 (Pa. 2006). Indeed,
Pennsylvania is a fact-pleading state; a complaint must not only
give the defendant notice of what the plaintiff’s claim is and the
grounds upon which it rests, but the complaint must also
formulate the issues by summarizing those facts essential to
support the claim.
Lerner, supra, 954 A.2d at 1235. Moreover, “[c]larity is particularly
important where an oral contract is alleged.” Pennsy Supply Inc., supra,
895 A.2d at 600.
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1
“[W]e are not bound by the rationale of the trial court and may affirm on
any basis.” Southwestern Energy Prod. Co. v. Forest Resources, LLC,
83 A.3d 177, 184-185 (Pa. Super. 2013) (citation omitted), appeal denied,
96 A.3d 1029 (Pa. 2014).
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Furthermore, when considering whether a trial court properly
sustained preliminary objections in the nature of a demurrer, we must bear
in mind:
A demurrer is an assertion that a complaint does not set
forth a cause of action or a claim on which relief can be
granted. A demurrer by a defendant admits all
relevant facts sufficiently pleaded in the complaint
and all inferences fairly deducible therefrom, but not
conclusions of law or unjustified inferences. In ruling
on a demurrer, the court may consider only such matters
as arise out of the complaint itself; it cannot supply a
fact missing in the complaint.
Binswanger v. Levy, 311 Pa.Super. 41, 457 A.2d 103, 104
(1983) (internal citations omitted). Where the complaint fails to
set forth a valid cause of action, a preliminary objection in the
nature of a demurrer is properly sustained. McArdle v.
Tronetti, 426 Pa.Super. 607, 627 A.2d 1219, 1221 (1993),
appeal denied, 537 Pa. 622, 641 A.2d 587 (1994).
Lerner v. Lerner, 954 A.2d 1229, 1234-1235 (Pa. Super. 2008) (emphasis
supplied and some emphasis omitted).
Dowling averred in his complaint that he entered into an oral contract
with Groves, the essential terms of which were Dowling would submit his
resume for the CFO position and Groves would keep his application
confidential. See First Amended Complaint, 7/11/2013, at ¶¶ 22. With
regard to PPI’s alleged breach of that agreement, Dowling averred the
following facts:
22. Groves encouraged Dowling to submit his resume for the
position and specifically informed him that his submission would
be kept confidential, such that no one at PPI would know that
Dowling applied for the job, with the exception of the search
committee.
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***
24. On Friday, July 13, 2012, Dowling spoke with Groves, and
Groves told Dowling that “she would reach out to the
search committee regarding his interest in the position.”
25. On Monday, July 16, 2012, Felice, in the presence of
Geesey, terminated Dowling, thus precluding Dowling’s
consideration for the CEO position. Felice undertook this action
out of concern for his job security and that of Geesey. When
Dowling inquired as to the reason for his dismissal,
however, Felice and Geesey refused to give him a reason.
Instead, both remarked that it “was his last day at PPI and that
security was waiting for him.” Further, contrary to PPI’s
customary practice, Felice and Geesey advised Dowling that he
would not be able to retrieve any personal items from his office
prior to his departure.
26. Thereafter, Dowling spoke to Groves, who was shocked to
learn of his dismissal and suggested that he contact a labor
attorney about the matter.
27. Dowling then called Daly, who informed Dowling that it
was Felice’s decision to fire him; Daly refused to provide any
further information.
Id. at ¶¶ 22, 24-27 (emphasis supplied).
Based on these factual averments, I conclude Dowling has not averred
sufficient facts to demonstrate PPI breached the confidentiality agreement.
Dowling states only that Groves promised she would keep his application
confidential from all of PPI’s employees, with the exception of the members
of the search committee, one of whom, as Dowling was aware, was Geesey.
Dowling does not aver that Groves told anyone, besides the search
committee, about his interest in the position, and, more importantly, he
does not specify when Groves informed the committee about his
application. Although, he states that on Friday, July 13, 2012, Groves told
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him “she would reach out to the search committee about his interest in the
position[,]”2 Dowling does not assert whether she did so that day, over the
weekend, or at any time before he was fired the following Monday.
Moreover, Dowling also does not aver that Geesey, a member of the search
committee, violated the confidentiality agreement he made with Groves. He
simply claims that Felice terminated him, in the presence of Geesey, when
he returned to work after the weekend. He does not even state that Felice
terminated him because he had applied for the CEO position. Accordingly,
in my opinion, Dowling has failed to plead sufficient facts demonstrating PPI
breached the purported oral confidentiality agreement.
The Majority maintains, however, that Dowling is “entitled to all
inferences fairly deducible from the alleged facts.” Majority Memorandum at
11. To this end, the Majority states:
The clear inference created by [Dowling’s] averments is that
Geesey, in breach of the oral confidentiality agreement entered
by PPI, immediately informed her friend Felice about Dowling’s
candidacy for CEO. Due to Felice’s and Geesey’s personal
animosity against Dowling, Felice was fearful for his job and fired
Dowling.
Id. The Majority then concludes that these facts “are sufficient to support
an inference that Geesey breached the confidentiality agreement.” Id.
(emphasis supplied).
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2
First Amended Complaint, 7/11/2013, at ¶ 24.
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I do not agree that PPI’s breach of the confidentiality agreement,
through the actions of Geesey and Felice, is an inference “fairly deducible”
from the pleadings. Lerner, supra, 952 A.2d at 1235 (citation omitted).
Dowling was required to “specifically plead[]” every element in his breach of
contract claim. Pennsy Supply Inc., supra, 895 A.2d at 600 (citation
omitted). While the timing of his termination is suspect, Dowling did not
aver Groves actually informed the search committee, and particularily
Geesey, of his application before he was fired, or that Geesey violated the
agreement and shared his candidacy with Felice. The averments in
Dowling’s complaint simply do not make the requisite connection between a
violation of the confidentiality agreement and Dowling’s termination.
Accordingly, because Dowling failed to aver that PPI breached his oral
confidentiality agreement, I maintain that Dowling’s first issue fails.
Next, the Majority concludes Dowling also set forth a valid claim for
promissory estoppel. However, I find that this claim fails for the same
reason as Dowling’s breach of contract claim – Dowling failed to plead that
the purported “promise” was actually broken. Nowhere in his complaint
does Dowling assert that either Groves or Geesey violated the promise of
confidentiality.3 Therefore, I conclude Dowling is entitled to no relief on his
second claim as well.
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3
Additionally, with regard to his promissory estoppel claim, I note Dowling
asserts in his amended complaint that “[i]njustice can be avoided only by
(Footnote Continued Next Page)
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Lastly, with regard to Dowling’s cause of action for intentional
interference with contractual relations, the Majority finds Dowling set forth a
valid claim that Geesey and Felice, acting based on their “personal animus
toward Dowling[,]”4 improperly interfered with his employment contract
with PPI. Citing Yaindl v. Ingersoll-Rand Co. Std. Pump-Aldrich Div.,
422 A.2d 611, 619 n.6 (Pa. Super. 1980), the Majority maintains that “an
action for intentional interference with a contractual relationship is viable
even if the contract with which the defendant interfered was terminable at
the will of the parties.” Majority Memorandum at 13.
However, in subsequent decisions, this Court has rejected the
language in Yaindl as dicta, and held that a cause of action for intentional
interference with contractual relations does not lie in the context of an at-will
employment contract. In Hennessy v. Santiago, 708 A.2d 1269 (Pa.
Super. 1998), this Court stated:
First, the language from the footnote [in Yaindl] quoted above
is dicta because it was not essential to the holding of the panel.
_______________________
(Footnote Continued)
enforcing this promise, because, but-for this promise, Dowling would still be
employed by PPI.” First Amended Complaint, 7/11/2013, at ¶ 37. Here, the
promise was Groves’s assurance that Dowling’s application would be kept
confidential. Such a promise would be impossible to enforce. Further,
Dowling does not specify what other damages he seeks. See Restatement
(Second) of Contracts § 90 (1981) (“Unless there is unjust enrichment of the
promisor, damages should not put the promisee in a better position than
performance of the promise would have put him.”).
4
Majority Memorandum at 14.
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Second, Appellant brings no cases to our attention where this
doctrine has been extended to the ambit of at-will employment.
Thus, we are constrained to hold that an action for intentional
interference with performance of a contract in the employment
context applies only to interference with a prospective
employment relationship whether at-will or not, not a
presently existing at-will employment relationship.
Id. at 1278-1279 (emphasis supplied). See also Haun v. Cmty. Health
Sys., Inc., 14 A.3d 120, 125 (Pa. Super. 2011) (relying on Hennessy and
rejecting plantiff’s claim for intentional interference with contractual relations
in at-will employment context; “our review of the record reflects that
[plaintiff] does not allege any interference with a prospective employment
relationship, nor does he establish that he was not an at-will employee.”)
(emphasis supplied). Accordingly, based on this Court’s decisions post-
Yaindl, I maintain Dowling cannot establish a claim based upon Felice’s and
Geesey’s purported intentional interference with his at-will employment
contract.5
Furthermore, with respect to Dowling’s assertion that Felice and
Geesey interfered with the confidentiality agreement he had with Groves and
PPI, I find this claim fails for the same reason as the previous two, namely,
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5
Moreover, from my review of Dowling’s brief, it appears Dowling has
abandoned this claim on appeal. Indeed, in his brief he argues only that
“Geesey and Felice acted intentionally to interfere with the confidentiality
agreement which had been formed between Downing and PPI’s agent, Jane
Groves.” Dowling’s Brief at 19 (emphasis supplied). He does not argue
that Geesey and Felice interfered with his at-will employment contract.
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Dowling never pled facts sufficient to demonstrate there was a breach of
the confidentiality agreement. In the absence of a claim that Groves
informed Geesey of Dowling’s candidacy for the position, and that Geesey
then told Felice of Dowling’s candidacy, breaching the purported
confidentiality agreement, Dowling cannot sustain his cause of action, and
his third issue, similarly, fails.
Accordingly, because I find Dowling failed to plead sufficient facts to
support his claims for breach of contract, promissory estoppel and
intentional interference with contractual relations, I would affirm the order of
the trial court sustaining the Defendants’ preliminary objections and
dismissing Dowling’s complaint. Therefore, I dissent.
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