Fitzpatrick, T. v. Elliott Company

J-A27019-17
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
THEODORE FITZPATRICK AND : IN THE SUPERIOR COURT OF
LINDSAY FITZPATRICK : PENNSYLVANIA
:
Appellants :
:
:
v. :
:
:
ELLIOTT COMPANY :
Appellee No. 432 WDA 2017
Appeal from the Judgment Entered March 14, 2017
In the Court of Common Pleas of Allegheny County Civil Division at No(s):
G.D. No. 15-9202
BEFORE: BENDER, P.J.E., SHOGAN, J., and MUSMANNO, J.
MEMORANDUM BY SHOGAN, J.: FILED JANUARY 30, 2018
Appellants, Theodore and Lindsay Fitzpatrick, appeal from the
judgment entered on March 14, 2017,1 in favor of the Elliott Company
(“Elliott”). We affirm.
The trial court summarized the factual and procedural history of this
case as follows:
I. BACK[G]ROUND
____________________________________________
1
Appellants’ notice of appeal incorrectly states that they are appealing from
the February 27, 2017 order denying their motion for post-trial relief. An
appeal properly lies from entry of judgment, not from the denial of a post-
trial motion. Kaufman v. Campos, 827 A.2d 1209, 1210 n.1 (Pa. Super.
2003). The caption has been corrected accordingly.
J-A27019-17
Theodore Fitzpatrick [(“Fitzpatrick”)] is a Carnegie Mellon
University educated engineer. [Elliott] is an international
company that designs, manufact[ures], installs and services
turbo-machinery for prime movers, gas compressors and
rotating machinery. In or about March of 2012, [Fitzpatrick] was
approached about an expatriate position with [Elliott] in
Singapore. It was indicated that this was a promotion and that
[Fitzpatrick] would serve in the position of Regional Sales
Manager for Asia-Pacific.
At that same time, [Fitzpatrick] alleges that [Elliott]
further offered employment assistance to his spouse, Lindsay
(hereinafter, “Plaintiff wife”) by way of [Elliott’s] International
Assignment Policy, which offered employees’ spouses $4,000
towards continuing education, career counseling, job search
assistance, etc.
On December 21, 2012, [Fitzpatrick] officially accepted
[Elliott’s] Expatriate Position Offer after negotiating the length of
his stay abroad from three to four years. Due to issues
regarding legal documents, [Appellants’] relocation to Singapore
was delayed. The couple sold their house in Jeannette,
Pennsylvania and was reimbursed for all closing costs by Elliott.
The couple stored some of their assets in Jeannette and moved
the balance of their belongings to storage in Florida. The couple
resided with [Plaintiff] wife’s family [in Florida], but they claimed
this to be their new residence.
On March 25, 2013, [Appellants] moved to Singapore. On
January 28, 2015, via a conference call with the Vice President
of Human Relations, [Fitzpatrick] was terminated. This was
twenty-six (26) months prior to the four (4) years [Fitzpatrick]
believed he was contracted to work for [Elliott] under their then
existing understanding. [Fitzpatrick] received a letter, dated
January 28, 2015, confirming [Elliott’s] termination of his
employment.
[Appellants] contend that the parties entered into an
employment contract for a definitive time period of four (4)
years. [Elliott] disputes this assertion and asserts that
[Fitzpatrick] was hired as an ‘at will’ employee and that what he
deems as an employment contract is merely his terms of
employment in Singapore and a list of benefits.
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In addition to [Fitzpatrick’s] unpaid compensation,
[Appellants] claim damages associated with lost wages (wife),
prior unpaid bonuses, alternative living expenses, increased
health insurance costs, shipping fees, childcare costs, lost fringe
benefits as well as tax ramifications. [Elliott] filed a
counterclaim, requesting reimbursement for a tax benefit
received by [Fitzpatrick] which [Elliott] asserts was rightfully
theirs to claim.
II. PROCEDURAL HISTORY
This matter was initiated by the filing of a complaint by
[Appellants] on May 22, 2015. [Fitzpatrick] alleged that he was
wrongfully terminated from a four (4) year employment
agreement without cause. Preliminary objections were filed by
[Elliott] on July 14, 2015, among them, a challenge as to venue.
An Answer as to the Preliminary Objections was filed by
[Appellants] on August 6, 2015. On August 11, 2015, an Order
was issued scheduling a telephone conference as to these
matters before the Honorable Ronald Folino. Following said
conference, on September 4, 2015, an Order issued setting a
briefing schedule and brief limits (Order, Folino, J.).
Following the filing of said briefs, an Answer, New Matter
and Counterclaim, were filed by [Elliott] on April 14, 2016.
[Appellants’] Reply to New Matter was filed on April 22, 2016.
On May 12, 2016, [Elliott] filed [its] Reply to New Matter and
Counterclaim. Following Motions to Compel and further
discovery delays, the case was removed from the November,
2016, trial list.
In September of 2016, [Elliott] filed an Emergency Motion
for Leave to file for Summary Judgment. On October 16, 2016,
Judge Ronald Folino denied [Elliott’s] request for leave to file for
Summary Judgment. On November 16, 2016, this matter was
transferred to this writer for trial and disposition of all related
matters (Order, 11/14/16, Folino, J.).
On November 29, 2016, a jury was empaneled to render a
verdict and resolve this matter. Following five days of trial, on
December 5, 2016, the jury returned a verdict in favor of
[Elliott] [finding that Fitzpatrick and Elliott had entered into a 4-
year employment agreement (“Employment Agreement”) but
concluding that Elliott had just cause to terminate the
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Employment Agreement and, thus, awarding Appellants no
damages] and against [Appellants] on [Elliott’s] counter claim in
the amount of $14,964.00. On December 13, 2016, [Appellants]
filed Post-Trial Motions. In response thereto, this writer issued
an Order dated January 3, 2017, scheduling argument on
[Appellants’] Motion for Post-Trial Relief for February 22, 2017.
Following said argument, this writer denied [Appellants’]
motion by Order of February 27, 2017. On March 14, 2017,
[Appellants] filed a Notice of Appeal to the Superior Court of
Pennsylvania. On that same date Judgment on the Verdict was
entered in the amount of $14,964.00. On March 20, 2017, this
Court directed [Appellants] to file a Concise Statement of
Matters Complained of on Appeal pursuant to P[a].R.A.P. § [sic]
1925(b). Said statement was timely filed on April 10, 2017,
placing this matter properly before the Superior Court of
Pennsylvania.
Trial Court Opinion, 5/15/17, at 1-4.
Appellants present the following issues for our review:
I. Whether the trial court committed an error of law when it
denied Appellants’ Motion for [judgment nothwithstanding
the verdict (“JNOV”)] with respect to liability because:
A. Elliott failed to prove that the Employment
Agreement imposed any duty upon Fitzpatrick to
maintain a Pennsylvania domicile; and Elliott failed
to prove that Fitzpatrick otherwise materially
breached the Employment Agreement.
B. Fitzpatrick could not be terminated for refusing to
sign false tax returns.
[II.] Whether the trial court committed legal error when it
denied Appellants’ motion for JNOV on Elliott’s
counterclaims because:
A. Elliott’s unjust enrichment claim was not cognizable
after the jury concluded that [the] parties had a
written agreement and Elliott never proved
[Appellants] were unjustly enriched.
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B. Elliott’s conversion counterclaim was barred by the
gist of the action doctrine and because the failure to
pay a debt does not constitute conversion as a
matter of law.
[III.] Whether the denial of Appellants’ Motion for a New Trial
was legal error because the trial court:
A. Permitted the jury to hear irrelevant, prejudicial
evidence and argument related to Fitzpatrick’s
deletion of information from his company computer
after he was terminated.
B. Permitted the jury to hear irrelevant, prejudicial
evidence and argument related to Fitzpatrick’s one-
off $200,000 fantasy football winning.
C. Instructed the jury that Elliott merely had to prove
“just cause” to terminate the Employment
Agreement, and allowed that incorrect standard on
to the verdict slip, when the burden on Elliott was to
establish a material breach of the Employment
Agreement.
IV. Whether on remand Appellants should again be forced to
rebut the at–will employment presumption when the jury
concluded that the parties entered into a 4-year
Employment Agreement.
Appellant’s Brief at 5.2
Appellants’ first two issues, including subparts, challenge the trial
court’s failure to grant motions for JNOV. Our standard of review of a trial
court’s order declining to grant JNOV is as follows:
When considering a challenge to denial of JNOV,
____________________________________________
2
For ease of disposition, we have renumbered Appellants’ issues.
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the standard of review for an order granting or denying
judgment notwithstanding the verdict is whether there was
sufficient competent evidence to sustain the verdict. We must
view the evidence in the light most favorable to the verdict
winner and give him or her the benefit of every reasonable
inference arising therefrom while rejecting all unfavorable
testimony and inferences. Furthermore, judgment nov should be
entered only in a clear case, where the evidence is such that no
reasonable minds could disagree that the moving party is
entitled to relief. Review of the denial of judgment nov has two
parts, one factual and one legal:
Concerning any questions of law, our scope of review
is plenary. Concerning questions of credibility and
weight accorded evidence at trial, we will not
substitute our judgment for that of the finder of fact.
Underwood ex rel. Underwood v. Wind, 954 A.2d 1199, 1206 (Pa.
Super. 2008).
In their first claim and related subparts, Appellants argue that the trial
court erred when it denied Appellants’ motion for JNOV on liability because
Elliott failed to establish a legal justification for terminating the Employment
Agreement. Appellants’ Brief at 18. Appellants contend that Elliott failed to
establish that the Employment Agreement imposed a duty for Fitzpatrick to
remain “a domicile of Pennsylvania.” Id. at 18-21. Instead, Appellants
assert the purported violation with respect to taxes was a violation of
Elliott’s Code of Conduct, as opposed to the Employment Agreement itself.
Id. at 21. Appellants contend that the Code of Conduct was not made part
of the Employment Agreement, and neither the Employment Agreement nor
the International Assignment Policy make any reference to the Code of
Conduct. Id. Furthermore, Appellants assert that the Employment
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Agreement contains an integration clause which states “the document
constitutes ‘the complete understanding of the terms and conditions of your
assignment.’” Id. Moreover, Appellants maintain that even if the
Employment Agreement imposed a duty regarding Fitzpatrick’s domicile,
Elliott failed to prove the alleged breach was material, and therefore, Elliott
was not relieved of its duty to perform pursuant to the Agreement. Id. at
24-27.
Relevant to Appellants’ claim is Elliott’s tax equalization policy. This
policy was included in the December 5, 2012 letter from Elliott to Fitzpatrick,
which the jury found to be the basis of an employment agreement. The
letter outlined the terms of the Singapore assignment3 and stated the
following with regard to the tax equalization policy:
Tax Equalization Policy: During your assignment, in order to
equalize your income tax bill with that of your domestic
counterparts at the same salary, a hypothetical U.S. income tax
will be deducted from your base salary. This hypothetical tax
will be based on your base salary only.
A public accounting firm is retained by Elliott and will assist in
the preparation and filing of your home and host income taxes
and will provide Elliott with a statement of the tax liability on the
company-earned income which will then be paid by the
company.
____________________________________________
3
The letter specifies that the assignment in Singapore would be for three
years. Subsequently, the parties agreed to extend the assignment to four
years, which agreement was reflected in the email from Amanda Polinsky to
Fitzpatrick on January 8, 2013. Complaint, Exhibit D, 1/8/13 Email, at 1.
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Complaint, Exhibit C, Employment Agreement, at 1-2. The Employment
Agreement also incorporated the terms of the International Assignment
Policy. Id. at 2.
The International Assignment Policy included the following language
regarding the tax equalization policy:
Tax Equalization
It is the objective of the Elliott International Assignment policy to
keep each assignee on par with their home country counterparts.
An assignment in practicality is a temporary work arrangement
and could have the potential to result in windfalls and/or
shortfalls from a financial perspective, depending on the country
combination of the assignment. The intent of tax equalization is
to neither advantage or disadvantage the employer nor
employee when tax costs occur. Each year, after the home and
foreign tax returns have been prepared, Ernst & Young will
calculate an actual tax amount. To the extent that the actual tax
is less than the hypothetical withholding deducted from
applicable income, the company will reimburse you. To the
extent that the actual tax is greater than the hypothetical tax
withholding, you may be liable for the difference. All
equalization payments will be computed in the currency of the
country from which you receive your salary.
Generally in the year following repatriation, a final settlement
will be made. There may be cases where there are carryover
credits that reduce your taxes from prior years. The amount of
the reduction must be repaid to the company.
Both you as the employee and Elliott have responsibility in the
tax preparation exercise. The company will pay the full cost of
preparing the home and foreign income returns, while you as the
employee must provide and maintain adequate records to ensure
that the data can be made available in a timely fashion to fulfill
the year-end equalization process. Ernst & Young will set up an
orientation meeting to explain the process surrounding our
assignment and country combination as close to the beginning of
your assignment as time will allow.
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There may be certain circumstances where there is no tax
obligation in the host country. In such circumstances and at the
sole discretion of the organization, a “Local Plus” compensation
arrangement will apply. In a “local plus” circumstance, to fulfill
the objective of “neither advantaging nor disadvantaging” the
employer nor employee some of the assignment based premium
allowances will be suspended or eliminated from the assignment
package to offset the tax free condition that the assignee may
temporarily enjoy for the duration of their stay. This
arrangement keeps each assignee on par with their home
country peers to which they will ultimately return to once the
assignment is completed.
International Assignment Policy, Appellants’ Exhibit 22, at 16-17.
“Hypothetical Tax Withholding” is defined as follows:
A hypothetical tax withholding is an approximation of the home
country income tax that would have been levied against you had
you been performing the same job in the home country.
Providing a personal income estimate may alleviate the need for
a large payment to the company when the equalization
settlement is prepared. The goal is that that after the
hypothetical withholding your net pay will be comparable to any
other employee with the same salary paying taxes. Hypothetical
taxes do not include any assignment based allowances. Since
Elliott reduces your income by the hypothetical tax withholding,
Elliott pays on your behalf all home and foreign taxes actually
assessed.
Id. at 16.
Of further relevance to this matter is the following provision included
in the International Assignment Policy as related to the preparation of tax
returns:
Tax Preparation
In virtually all countries, tax authorities require timely payment
of taxes through the filing of a return. Elliott partners with a
public accounting firm to assist with this requirement. Ernst &
Young will facilitate the preparation and filing of the required
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home and foreign tax returns. It is the expatriate’s
responsibility to respond to the requests for the information from
the provider in a timely fashion to prevent late fees and
penalties. Late fees caused by an employee’s non-
responsiveness, will become the obligation of the employee.
Elliot will pay for the services provided for personal income taxes
only.
Id. at 15-16.
In addressing Appellants’ first claim, the trial court provided the
following analysis:
This writer is confounded by the difference in perspective
exhibited by this claim of error. [Appellants] now assert to the
Superior Court that their testimony and evidence was so
compelling that reasonable minds could not disagree as to the
[Appellants’] breach of contract claim. To assert that this ruling,
following days of testimony which this writer presided over, and
now privy to a detailed transcript of same, following a jury award
to the contrary and in favor of [Elliott], was “so contrary to the
evidence as to shock one’s sense of justice” is completely
baseless and contrary to an objective assessment of this trial
and evidence adduced during trial (See Samuel-Bassett v. Kia
Motors Am., 34 A.3d 1, 29 (Pa. 2011)[)].
[Appellants’] argument discounts all unfavorable testimony
regarding [Fitzpatrick], absolving him of all allegations of breach
in regards to his own conduct, and fixates only on arguments
favorable to his position. This was not the standard he needed
to prove at trial, at the time of his Motion for JNOV and surely
not now on appellate review when faced with the
aforementioned standard.
For instance, a focal point of this litigation concerned the
tax issue and [Fitzpatrick’s] ‘state of employment.’ On cross-
examination, [Fitzpatrick] was questioned as to this major issue,
“[f]or tax purposes you will be equalized back to PA, the state of
your employment” (Tr. at 167). [Fitzpatrick] received this
information by email dated January 4, 2013, prior to his
assignment (Id.). A follow up email by the same Human
Resources facilitator reiterated on July 11, 2014, said “[w]e have
been over the assignment tax philosophy a number of times with
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you. You are equalized to the headquarters address and will
continue to have PA taxes withheld” (Tr. At 170).
[Fitzpatrick] was essentially testifying that although it was
explained to him that his employer’s domicile, prior to his
assignment, would be deemed to be [Fitzpatrick’s] domicile for
the purpose of filing state income taxes when the issue was
raised, he refused to act in accordance with the prearranged
understanding, refusing to sign the Pennsylvania income tax
document(s) prepared by Ernst and Young and risking his
termination. He now wants this writer to find a breach of
contract on behalf of the employer despite a finding of the
contrary by the jury empaneled (See Tr at 160-171). When
asked to provide authority that his employer through, Ernst and
Young, provided information regarding a move to Florida or
another place of domicile, [Fitzpatrick] replied, “I lost access to
most of my E-mails, so there may be some but had no proof of
same to display to the jury[.”] (See id. at 172-73). This position
is fanciful and should not be given further consideration on
appellate review.
[Appellants] raise a claim of error with this Court’s
determination not to grant JNOV as it related to [Appellants’]
claim of unjust enrichment. The unjust enrichment claim was
raised by [Elliott], accusing [Fitzpatrick] from ‘unjustly enriching’
himself with the benefit of a tax refund. [Fitzpatrick] testified,
“Elliot was going to pay the taxes on most of my living expenses
overseas. They were going to pay the Singapore tax, the US tax
and only charge me a hypothetical value as though I was still
living in the US” (Trial Transcript, hereinafter, “Tr.” at 85).
Again, the crux of [Appellants’] case has been the
assertion that [Fitzpatrick] was fired for his refusal to sign a
‘bogus’ tax return based on the fact that the company was
‘forcing’ him to use a Pennsylvania address where he no longer
resides. [Fitzpatrick] maintained that he had been a resident of
Florida prior to his move and employment in Singapore and that
he should not be filing a Pennsylvania return and that it was
improper for Elliot, through its accountant, Ernst and Young, to
force him to sign an inaccurate return (See, Tr. at 108).
But on cross-examination, [Fitzpatrick] was questioned as
to his previous testimony at a deposition conducted on January
12, 2016, in which he was questioned, “[s]o the first time you
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physically lived there (Naples, Florida) was February, 2015?”, to
which [Fitzpatrick] replied, “me personally, yes.” (Tr. at 148).
[Fitzpatrick] was next confronted with a form he submitted to
the Elliott Company from March of 2013 in which [Fitzpatrick]
represents that he lives at 2148 Par Drive, Naples, Florida (Id. at
p. 149). [Fitzpatrick] went on to testify under cross-examination
that he in fact still owned his home in Jeanette, Pennsylvania in
March of 2013, and did not own or lease property in Florida at
said time (See id. at 150-51).
[Fitzpatrick] was next questioned as to whether he
remembered being “explicitly advised in writing that regardless
of what address you used during your assignment, your taxes
would be prepared as if you continued to live and work in
Jeanette?” (Id. at 164). To which, [Fitzpatrick] answered, “I
don’t remember the exact wording” (Id.). Again, [Fitzpatrick]
was confronted with email correspondence between himself and
Jean Bayuk on January 4, 2013, in which she states, “[f]or tax
purposes you will be equalized back to PA, the state of your
employment.” (Id. at 167). This writer does not find himself on
a limb when he presumes that the jury found [Fitzpatrick]
unconvincing, if not incredible when it came to various issues
during this trial.1
1
It must be noted that the [c]ourt advised all
counsel that the jury must be informed that Florida
does not have an income tax and Pennsylvania does.
[Appellants’] counsel refused to offer this fact as part
of [Appellants’] case.
It was and remains clear to this writer that [Appellants’]
shortcomings came in their failure to meet their burden of proof,
and in convincing the jury of anything that would entitle them to
relief. Their issues were not created by inconsistent findings by
this judge or the jury empaneled but rather a lack of their own
credibility. A reading of [Fitzpatrick’s] trial testimony under
cross-examination as to all disputed issues should remind
[Appellants] as to why they were unsuccessful in proving the
claims that entitled them to relief.
Trial Court Opinion, 5/15/17, at 7-10.
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The trial court’s conclusions are supported by the evidence of record.
Fitzpatrick’s testimony reveals that Elliott, on many occasions, had explained
the tax equalization process to Fitzpatrick, both prior to his acceptance of
the assignment and during his assignment in Singapore. N.T., 11/30/17, at
85, 164-212. Fitzpatrick indicated an understanding of the tax equalization
as follows: “Basically, Elliott was going to pay the taxes on most of my
living expenses overseas. They were going to pay the Singapore tax, the US
tax and only charge me a hypothetical value as though I was still living in
the US.” Id. at 85.
An email sent September 25, 2014, from Michele Connellan at Ernst &
Young Accountants to Fitzpatrick clearly summarized the equalization policy.
Id. at 182. The following exchange regarding this email and policy occurred
at trial:
[Elliott’s Counsel]: So this is an E-mail sent to you on
September 25, 2014, from Michele Connellan at Ernst &
Young. And it’s “Summary of Tax Filing Positions and Tax
Equalization Policy.” Did you receive this E-mail?
[Fitzpatrick]: I assume so, yes.
[Elliott’s Counsel]: You don’t recall whether or not you did?
[Fitzpatrick]: I mean, it’s to me. I would assume I did.
[Elliott’s Counsel]: But you don’t recall by looking at it whether
or not you, in fact, received it or read it?
[Fitzpatrick]: It looks familiar. There were a lot of discussions.
[Elliott’s Counsel]: This is the crux of your case; right?
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[Fitzpatrick]: Yes.
[Elliott’s Counsel]: You don’t recall whether you saw this E-mail?
[Fitzpatrick]: Specifically, no. I would have to read it.
[Elliott’s Counsel]: . . . . So I’m going to start at the third
sentence of this paragraph where Ernst & Young explains
to you. “The guiding principle behind tax equalization is
that an individual will, wherever possible, be no better or
worse off from a tax perspective due to their assignment.”
Did you understand that concept?
[Fitzpatrick]: Yes.
[Elliott’s Counsel]: And then continues “Under this policy, Elliott
assumes responsibility for the actual taxes due globally
during the period of assignment; and you, as an individual,
are held to a stay-at-home tax.”
Did you understand this?
[Fitzpatrick]: Okay.
[Elliottt’s Counsel]: Did you understand that?
[Fitzpatrick]: Yes.
[Elliott’s Counsel]: So you understood that pursuant to your
agreement Elliott was going to pay all your taxes, and you
were required to file your taxes as if you were living and
working at your home prior to leaving for assignment?
[Fitzpatrick]: It says I’ll be equalized to the United States.
[Elliott’s Counsel]: And so you just thought you ignored state
and local taxes?
[Fitzpatrick]: I assumed they would be filed with my correct
residence.
[Elliott’s Counsel]: Residence means somewhere you never
lived?
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[Fitzpatrick]: Residence being my tax residence.
[Elliott’s Counsel]: What is a tax residence?
[Fitzpatrick]: Where I owed taxes.
[Elliott’s Counsel]: So whatever address you put on the form?
[Fitzpatrick]: I’m not sure.
[Elliott’s Counsel]: I’m just trying to understand what you
meant.
[Fitzpatrick]: I can’t pay taxes to a house I’ve already sold.
[Elliott’s Counsel]: And so what is a tax residence in your mind?
[Fitzpatrick]: I had to have a US residence, and that was in
Florida.
[Elliott’s Counsel]: So the next sentence goes on. “This stay-at-
home tax or hypothetical tax is based on where you were
living/working prior to acceptance of the assignment.” Did
you understand that?
[Fitzpatrick]: That’s what she says.
[Elliott’s Counsel]: Did you understand that?
[Fitzpatrick]: I mean, I know what she’s saying.
[Elliott’s Counsel]: You what? I’m sorry?
[Fitzpatrick]: I understand what she’s saying.
[Elliott’s Counsel]: And so you understood this concept as of
September 25, 2014; correct?
[Fitzpatrick]: I understand what this E-mail says, yes.
[Elliott’s Counsel]: So where were you living and working prior
to accepting your assignment?
[Fitzpatrick]: Prior to accepting, I guess I was still in Jeannette.
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[Elliott’s Counsel]: So pursuant to Ernst & Young’s interpretation
of the policy and the tax law position, as it says here in the
subject line, you were required to file your taxes in
Pennsylvania as if you were in Jeannette?
* * *
[Elliott’s Counsel]: Did you understand that you were -- that
this was Ernst & Young’s interpretation of the policy?
[Fitzpatrick]: In this E-mail, yes. Like I said prior, my
interpretation and my assumption was Ernst & Young
would be filing as a Florida resident.
[Elliott’s Counsel]: And your termination occurred after this E-
mail; correct?
[Fitzpatrick]: Yes.
[Elliott’s Counsel]: And so the second to last sentence -- I’m
sorry, third to last sentence of this first paragraph. “As
your assignment departure was PA, under the Elliott policy,
you will be held to a federal, PA state, PA local and US
social stay-at-home tax. Therefore, regardless of the tax
residency position taken on the actual PA state and local
returns, you will still be responsible for paying a PA state
and local tax as if you had not departed.” Do you
understand that?
[Fitzpatrick]: Right. We departed from Florida.
[Elliott’s Counsel]: It doesn’t say where you departed. It says
as if you had not departed.
N.T., 11/30/16, at 181-185.
Furthermore, Brian Lapp, Vice President of Human Resources at Elliott,
testified that the tax equalization policy was not based on residency, but
instead was based on the employee’s location prior to leaving for the
assignment. N.T., 12/1/16, at 302-305. Michelle Connellan, Senior
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Manager for Ernst & Young, also testified that an employee’s residency had
no impact on where taxes had to be filed. N.T., 12/2/16, at 11-15.
Accordingly, the record supports the conclusion that Fitzpatrick had
been advised of the tax equalization policy prior to his acceptance of the
Singapore assignment and during his assignment, and was given further
explanation of the policy prior to his termination. The tax equalization policy
was referenced in Fitzpatrick’s Employment Agreement and the International
Assignment Policy. Although Fitzpatrick is correct in his statement that his
Employment Agreement and the International Assignment Policy do not
specifically require that he maintain domicile in Pennsylvania, there was no
requirement that he do so, and his termination was not based on his failure
to maintain domicile in Pennsylvania. Instead, the tax equalization policy
required that Appellant was to be taxed at the place of his work and
residence prior to leaving for his international assignment. That location
was Jeanette, Pennsylvania. The fact that Appellant had a stop in Florida
with his wife prior to leaving for his assignment is irrelevant. Again, his
place of work prior to accepting the Singapore assignment was in Jeanette,
Pennsylvania. That Appellants intended to reside, and have in fact been
residing, in Florida with Plaintiff Wife’s parents since Fitzpatrick’s termination
also is irrelevant to the tax equalization policy. Fitzpatrick acknowledged
that he failed to complete the tax return in compliance with Elliott policy.
N.T., 11/30/16, at 178. Moreover, Fitzpatrick stated that he never paid the
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$14,964 calculated by Ernst & Young as owed to Elliott pursuant to the tax
equalization policy. Id. at 176-178.
Viewing the evidence presented in the light most favorable to Elliott,
and giving it the benefit of every reasonable inference arising therefrom
while rejecting all unfavorable testimony and inferences, we are constrained
to agree with the trial court that JNOV in Appellants’ favor was not
warranted. Elliott was not required to establish that Fitzpatrick was to
maintain a Pennsylvania domicile. Furthermore, the evidence established
that Fitzpatrick was terminated for cause, specifically for failure to file his
taxes and comply with Elliott’s tax equalization policy. Consequently, the
trial court did not err in denying Appellants’ motion for JNOV with respect to
liability. Thus, Appellants are entitled to no relief on their first claim and
related sub-issues.
In their next issue and related sub-parts, Appellants argue that the
trial court erred in denying their motion for JNOV on Elliott’s counterclaims.
Appellants’ Brief at 46. Appellants maintain that Elliott’s unjust enrichment
claim fails as a matter of law because the jury found an express agreement
between the parties. Id. Appellants argue that Elliott is seeking to collect a
tax refund on a tax return that never was filed. Id. at 47. Appellants
further argue that Elliott’s conversion claim fails under the gist of the action
doctrine and that failure to pay a debt does not constitute conversion. Id.
at 47.
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“Unjust enrichment is an equitable doctrine, and when unjust
enrichment is present, the law implies the existence of a contract requiring
the defendant to pay to the plaintiff the reasonable value of the benefit
conferred.” Temple University Hosp., Inc. v. Healthcare Management
Alternatives, Inc., 832 A.2d 501, 508 (Pa. Super. 2003).
A claim for unjust enrichment arises from a quasi-contract.
A quasi-contract imposes a duty, not as a result of any
agreement, whether express or implied, but in spite of the
absence of an agreement, when one party receives unjust
enrichment at the expense of another.
The elements of unjust enrichment are benefits conferred
on defendant by plaintiff, appreciation of such benefits by
defendant, and acceptance and retention of such benefits under
such circumstances that it would be inequitable for defendant to
retain the benefit without payment of value. Whether the
doctrine applies depends on the unique factual circumstances of
each case. In determining if the doctrine applies, we focus not
on the intention of the parties, but rather on whether the
defendant has been unjustly enriched.
Moreover, the most significant element of the doctrine is
whether the enrichment of the defendant is unjust. The doctrine
does not apply simply because the defendant may have
benefited as a result of the actions of the plaintiff.
Stoeckinger v. Presidential Financial Corp. of Delaware Valley, 948
A.2d 828, 833 (Pa. Super. 2008) (internal citations and quotation marks
omitted). “Where an express contract already exists to define the
parameters of the parties’ respective duties, the parties may avail
themselves of contract remedies and an equitable remedy for unjust
enrichment cannot be deemed to exist.” Villoresi v. Femminella, 856 A.2d
78, 84 (Pa. Super. 2004).
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Conversion is a tort by which the defendant deprives the plaintiff of his
right to a chattel or interferes with the plaintiff’s use or possession of a
chattel without the plaintiff’s consent and without lawful justification.
Chrysler Credit Corporation v. Smith, 643 A.2d 1098, 1100 (Pa. Super.
1994). “A plaintiff has a cause of action in conversion if he or she had actual
or constructive possession of a chattel at the time of the alleged
conversion.” Id. Money may be the subject of conversion. Francis J.
Bernhardt, III, P.C. v. Needleman, 705 A .2d 875, 878 (Pa. Super. 1997)
Pursuant to Pennsylvania case law, a conversion is widely
understood as deprivation of another’s right of property in, or
use or possession of, chattel, or other interference therewith,
without the owner’s consent and without lawful justification. A
person may incur liability for conversion by unreasonably
withholding possession from one who has the right to it.
PTSI, Inc. v. Haley, 71 A.3d 304, 314 (Pa. Super. 2013) (emphasis
omitted). “The gist-of-the-action doctrine bars a tort action ‘when the gist
or gravamen of the cause of action stated in the complaint, although
sounding in tort, is, in actuality, a claim against the party for breach of its
contractual obligations.’” Weinar v. Lex, ___ A.3d ___, 2017 Pa. Super.
398 at 16 (Pa. Super. 2017). “But we have cautioned against prematurely
dismissing a tort action on the basis of this doctrine, because our rules
permit the pleading of tort and contract claims in the alternative.” Id.
At trial, Fitzpatrick testified that by the time of trial, he had in fact filed
his 2013 tax return and used a personal accountant to do so. N.T.,
11/30/16, at 178. Thus, contrary to his assertions, the 2013 tax return was
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eventually filed, and Fitzpatrick received the benefit of any tax refund.
Moreover, Fitzpatrick acknowledged that he had paid nothing to Elliott based
on the 2013 tax return and Elliott’s tax equalization policy. Id. at 176-178.
Accordingly, the elements of conversion and unjust enrichment have been
established.
Furthermore, it was a question for the jury as to whether the
documents presented at trial created an employment contract between the
parties. The jury made a factual finding that the documents indeed created
a contract. However, when Fitzpatrick finally filed his 2013 tax return and
received the tax refund, he was no longer employed by Elliott. Thus, the
employment agreement between the parties did not serve as a contractual
basis that precluded recovery under a conversion or unjust enrichment
theory. Thus, the trial court did not err in denying Appellants’ motion for
JNOV on Elliott’s counterclaims.
In their third claim, Appellants argue that the trial court erred in
denying their motion for a new trial. Appellants’ Brief at 4. In the first two
sub-claims under this issue, Appellants argue that the trial court abused its
discretion in admitting irrelevant and prejudicial evidence at trial, thus
warranting a new trial. Appellants’ Brief at 32. Under this claim, Appellants
first assert that the trial court improperly admitted evidence that Fitzpatrick,
after he was terminated, removed data from his Elliott-issued computer. Id.
at 33. Appellants point to the trial court’s explanation for admission of the
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evidence as the basis for the error in admitting the evidence, which
explanation was as follows: Elliott “argued convincingly that the destruction
of the company’s contents would have been a violation of a company policy
that would have resulted in dismissal.” Id. Appellants maintain that it was
undisputed that at the time of the destruction, Fitzpatrick already was
terminated. Id. Thus, Appellants posit, what would have happened to
Fitzpatrick had he committed that act while employed was irrelevant. Id.
Appellants contend that this irrelevant evidence was prejudicial and may
have affected the verdict. Id.
Our standard of review in the consideration of a trial court’s denial of a
motion for a new trial is as follows:
When assessing the trial court’s denial of a motion for new
trial, we apply a deferential standard of review. The decision
whether to grant or deny a new trial is one that lies within the
discretion of the trial court. We will not overturn such a decision
unless the trial court grossly abused its discretion or committed
an error of law that controlled the outcome of the case. Upon
review, the test is not whether this Court would have reached
the same result on the evidence presented, but, rather, after
due consideration of the evidence found credible by the trial
court, and viewing the evidence in the light most favorable to
the verdict winner, whether the court could reasonably have
reached its conclusion.
B & L Asphalt Industries, Inc. v. Fusco, 753 A.2d 264, 267 (Pa. Super.
2000) (internal citations and quotation marks omitted).
Our standard of review regarding admission of evidence at trial is well-
established:
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The admission or exclusion of evidence is within the sound
discretion of the trial court, and in reviewing a challenge to the
admissibility of evidence, we will only reverse a ruling by the
trial court upon a showing that it abused its discretion or
committed an error of law. Thus our standard of review is very
narrow.... To constitute reversible error, an evidentiary ruling
must not only be erroneous, but also harmful or prejudicial to
the complaining party.
McManamon v. Washko, 906 A.2d 1259 (Pa. Super. 2006) (internal
citations and quotation marks omitted). “An abuse of discretion is not
merely an error of judgment, but if in reaching a conclusion the law is
overridden or misapplied, or the judgment exercised is manifestly
unreasonable, or the result of partiality, prejudice, bias or ill will, as shown
by the evidence or the record, discretion is abused.” Cigna Corp. v.
Executive Risk Indem., Inc.,
111 A.3d 204, 211 (Pa. Super. 2015).
The record reflects that Appellants presented a motion in limine
seeking to exclude any evidence regarding trade secrets as related to the
information that Fitzpatrick “wiped” from the Elliott-issued laptop after his
termination. N.T., 11/30/16, at 6-9. It was explained to the trial court that
a separate case regarding the trade secrets had been filed by Elliott against
Fitzpatrick and was pending at the time of the trial in this matter. Id. In
ruling on the motion, the trial court stated the following:
[Trial Court]: The trade secret – Elliott is precluded from making
any reference to the trade secret lawsuit pending in this county.
Then Exhibits 42 to 47, what are they?
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[Appellants’ Counsel]: Those are the motion[s] for preliminary
injunction that is in the other case. All of those exhibits are
related to the other case.
[Trial Court]: If they can find -- I’ll want to see it preliminarily
here in sidebar. If there is some statement, some great
contradiction that would eliminate liability under your lawsuit,
well, then, I’ll look at it. That’s the problem with a lot of this
stuff. We have to see how it comes in. So I’m signing this and
precluding any reference, [Elliott’s Counsel], to the trade
secrets. Because if you get into it, then [Appellants’ counsel]
has the right to say, “Hey, I didn’t want to do that. And I don’t
want to try a trade secrets case here.”
Id. at 10.
During cross-examination of Fitzpatrick, Elliott’s counsel began
questioning Fitzpatrick regarding his return of the Elliott-issued laptop. N.T.,
12/1/16, at 260. The parties engaged in a sidebar before Fitzpatrick
answered. Id. Appellants’ counsel objected to questioning regarding the
computer based on the trial court’s ruling on the motion in limine that
precluded evidence related to the trade secret lawsuit. Id. at 260. Elliott’s
counsel argued that the questions were unrelated to the computer, but
instead pertained to the information that was on the laptop. Id. Elliott’s
counsel stated the following in asserting the admissibility of the evidence
related to Fitzpatrick’s “wiping” of the laptop data: “Our witnesses are going
to testify that had [Fitzpatrick wiped the data], as an employee he would
have been terminated, which is after-acquired evidence, which will cut off
any damages he would have.” Id. at 261. This exchange followed:
[Elliott’s Counsel]: It has nothing to do with the decision to fire.
This is an affirmative action –
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[Trial Court]: You’re saying even if he signs the tax return, they
could have fired him, anyways?
[Elliott’s Counsel]: No -- yeah. Exactly. They’re saying even if
he was ever found liable, damages are cut off as soon as you
learn of something that would, also have resulted in the person’s
termination, had their employment continued.
[Trial Court]: Here’s what I’m going to do. I’m going to allow
one question, and please ask him to answer directly.
* * *
And the question is: “Did you erase anything from this
computer?” That’s it. Thanks.
Id. at 263-264.
Elliott’s counsel asked Fitzpatrick if he wiped data from the laptop
before returning it to Elliott. N.T., 12/1/16, at 264-265. Fitzpatrick
acknowledged that he did. Id. at 265. During subsequent cross-
examination, counsel asked Fitzpatrick if it was his understanding that he
could be terminated for intentionally destroying Elliott property. Id. at 267.
Appellants’ counsel objected, and the trial court sustained the objection. Id.
Further, during the direct examination of John Rann, vice president of
the engineer products business unit at Elliott, Elliott’s counsel asked the
following question: “[i]f you would have advised an employee that you
needed to forensically image his computer and that employee deleted all the
–”. N.T., 12/2/16, at 50. Appellants’ counsel objected, and a sidebar
between counsel and the trial court followed. Id. at 50. Appellants’ counsel
argued that the question went to the trade secret case that was separately
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pending. Id. at 51. Elliott’s counsel disagreed, stating that the question
went to Elliott’s affirmative defense of after-acquired evidence. Id. The trial
court stated that it did not want to get into the trade secret case but also
acknowledged that Fitzpatrick had testified that he had wiped data from the
computer in order to protect his personal information. Id. at 52.
Accordingly, the trial court ruled that Elliott’s counsel was permitted to ask
one question: “Is it a violation of Elliott’s policy to wipe a computer
clean[?]” Id. at 54. Elliott’s counsel asked that question, to which Mr. Rann
responded: “[y]es, it would.” Id. at 55. That was the end of the
questioning of Mr. Rann by Elliott’s counsel. Id. at 55.
In addressing this issue, the trial court explained:
When this objection was raised at trial, [Elliott] argued
convincingly that the destruction of the computer’s contents
would have been a violation of a company policy that would have
resulted in dismissal. Further, even if said ‘wiping’ occurred
after the employee’s termination, that said evidence would be
used to limit damages.
Trial Court Opinion, 5/15/17, at 13 (internal citations omitted).
The trial court’s determination is supported by the evidence of record.
The trial court admitted the evidence for purposes of limiting damages.
Nothing in the record indicates that Elliott was attempting to introduce this
evidence to establish a basis for Fitzpatrick’s firing. Indeed, the trial
testimony reflects that Fitzpatrick was terminated due to his insubordination
with regard to failing to file the tax returns. Moreover, we cannot agree with
Appellants’ assertion that introduction of this evidence unfairly prejudiced
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them. Thus, the trial court did not abuse its discretion in denying
Appellants’ motion for a new trial on the basis of admission of the limited
evidence regarding Fitzpatrick’s wiping of data from his computer.
Appellants next argue that the trial court erred in admitting evidence
of Fitzpatrick’s one-time $200,000 fantasy football winning. Appellants’ Brief
at 36. Appellants’ maintain that Fitzpatrick’s fantasy winnings were not
probative to his damages, and admission of this winning was irrelevant and
prejudicial. Id. at 37.
In addressing this claim, the trial court provided the following analysis:
Counsel for both [Elliott] and [Appellants] acknowledged that the
law, by way of its mitigation of damages jury instruction,
requires a plaintiff to minimize his or her damages by taking all
steps to seek substantially similar work. However, [Appellants’]
counsel maintained that online gambling is vastly different from
engineering work. Although this writer acknowledges that
engineering is quite different from forecasting productive
National Football League players on a week to week basis, this
[c]ourt warned [Appellants’] counsel at that time that it
depended on how the information was used, and that if a ‘door
was opened’ by counsel’s portrayal of [Appellants] as “down and
out”, then this writer would find said evidence “highly relevant.”
Counsel for [Appellants] told this court at said time that his
intention was to elicit evidence that [Fitzpatrick] has remained
unemployed despite the fact that “he’s looked for over 500 jobs,
has had 44 interviews and has been unable to get a job.”
[Appellants] would have preferred the jury to hear only
testimony of lost wages from the date of termination until the
date of trial, but the $200,000.00 in prize winnings during that
same period was relevant to their claims; one cannot claim great
hardship while enjoying such substantial income, no matter the
source.2 Unfortunately for [Appellants] in this instance, and as
told to them at the time of this motion, “sometimes facts are
disturbing, but they are what they are.”
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2
The Plaintiff Wife testified that on her return to
America she obtained a job that paid substantially
higher than the job she had in Singapore.
At the time of his testimony regarding his period of post-
termination unemployment, while [Fitzpatrick] testified as to
hundreds of resumes filed and follow-up interviews never
scheduled, [Plaintiff-Wife] wept in the gallery. The [c]ourt found
the information relevant that during this same period of struggle
that [Appellants] collected $200,000.00 in gambling proceeds.
The question for this writer was not whether the information was
relevant but only whether the probative value outweighed any
prejudicial effect. Pa.R.E. §403, states, “the court may exclude
relevant evidence if its probative value is outweighed by a
danger of one or more of the following: unfair prejudice,
confusing the issues, misleading the jury, undue delay, wasting
time, or needlessly presenting cumulative evidence (Pa.R.E.
§403).” After hearing all of the testimony up until said point,
this writer found said information’s relevance outweighed any
prejudicial effect.
This writer found the fact that [Appellants] received
$200,000.00 in fantasy football ‘jackpot’ proceeds during a
period that [Appellants] were claiming zero income pertinent and
relevant to the verdict rendered by the jury. To suggest this
information was not relevant to the jury’s determination is self-
serving and should not be given further consideration.
Trial Court Opinion, 5/15/17, at 14-15.
The record supports the trial court’s analysis. Furthermore, we cannot
conclude that the trial court abused its discretion in admitting this evidence.
Accordingly, Appellants’ claim related to the admission of evidence regarding
the $200,000.00 Fantasy Football League winnings lacks merit.
In their third subclaim that the trial court erred in denying its motion
for a new trial, Appellants assert that the trial court issued an improper jury
charge and verdict slip. Appellants’ Brief at 41-45. Appellants contend that
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“the instruction for the jury should have simply focused upon whether
Fitzpatrick’s conduct amounted to a material breach of the employment
agreement.” Id. at 42. Appellants further maintain that “establishing
‘materiality’ requires a substantial showing.” Id. Appellants further argue
that “[t]his principle is important because []only material failure of
performance by one party discharges the other party; an immaterial failure
does not operate as such a discharge.” Id. Appellants posit that:
A new trial is warranted because Elliott’s burden was
lessened by only having to convince the jury that it had “just
cause” to terminate the parties’ contract – as opposed to the
substantial one required by proving material breach. Just cause
does not appear in the Employment Agreement. Nor was the
jury provided any definition for that legal term of art. Left on
their own to deliberate without a definition, the jury may have
concluded that all Elliott needed to terminate the contract was a
good reason. Or any reason.
Id. at 42-43 (footnote omitted).
Our standard of review in assessing a trial court’s jury instructions is
as follows:
A jury charge will be deemed erroneous only if the charge
as a whole is inadequate, not clear or has a tendency to mislead
or confuse, rather than clarify, a material issue. A charge is
considered adequate unless the jury was palpably misled by
what the trial judge said or there is an omission which is
tantamount to fundamental error. Consequently, the trial court
has wide discretion in fashioning jury instructions. The trial
court is not required to give every charge that is requested by
the parties and its refusal to give a requested charge does not
require reversal unless the [a]ppellant was prejudiced by that
refusal.
Amato v. Bell & Gossett, 116 A.3d 607, 621 (Pa. Super. 2015).
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In addressing Appellants’ issue related to the jury instruction, the trial
provided the following explanation:
[Appellants’] next claim of error charges that this writer
committed reversible error based upon the use of language,
specifically the words, “just cause” when discussing
[Fitzpatrick’s] termination in both the jury instruction and special
interrogatory on the verdict slip, asserting that “the jury was
probably misled.” The language complained of appears on page
125 of the transcript of December 5, 2016, and states:
the employee claims that Elliott wrongfully
terminated his employment in violation of an
employment agreement. If you find that an
expressed or implied employment contract for a
definite period of time existed, you must then
determine if just cause existed to terminate the
employee.
(Tr. at 125)[.]
This [c]ourt has a standing policy to limit his instructions
to the Pennsylvania Suggested Standard Civil Jury Instructions
only. This [c]ourt invariably rejects requests to repeat
arguments or create new law. If a deviation of said instructions
is allowed, it is done with the consent of the opposing party. In
those circumstances, this writer will deviate from the standard
instructions as long as such language is not contrary to the law
or the evidence presented.
With that said, in the case sub judice, at paragraph III of
the Complaint, [Appellants] assert a “Second Cause of Action,
Breach of Contract” (Complaint, p.9). The jury was asked to
determine whether the parties had entered into an employment
contract (See Interrogatories, #1). They were next asked
whether [Fitzpatrick] was “terminated for cause”
(Interrogatories, #2), i.e., whether said contract was breached.
The jury empaneled answered in the affirmative.
[Appellants], through counsel, were successful in
convincing the jury that [Fitzpatrick] and [Elliott] entered into a
valid contract as evidenced by their answer to Interrogatories at
question 1, when they answered in the affirmative. [Elliott] was
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then successful in convincing the jury that [Fitzpatrick] breached
the contract, thus supplying [Elliott] with “cause” or “just cause”
to terminate [Fitzpatrick’s] employment.
The issue as to the “just cause” language was discussed at
the charging conference, December 5, 2016, as evidenced by the
transcript at pages 32-46. [Elliott] maintained the position
throughout the trial that [Fitzpatrick] was not working under the
terms of a contract, but rather a statement of benefits. [Elliott]
further maintained that if the jury was to find that a contract
existed, [Fitzpatrick] had breached the contract, with “cause” or
“just cause” used synonymously with breach, and as justification
for [Fitzpatrick’s] termination under the contract.
Said language was deemed necessary to avoid confusing
the jury due to language included in the parties’ agreement.
Paragraph four (4) of the parties’ [initial] agreement
[(“Employment and Patent Agreement”), dated 5/20/02] states,
“after the expiration of 12 calendar months from the date on
which my employment began, my employment may be
terminated by me or by the company except for cause, only on
the expiration of two weeks’ notice” (Tr. At 153, emphasis
added, see also, Defendant’s Exhibit A, para.4).
This [c]ourt’s charge regarding the breach of contract
claim begins at page 116 of the Transcript dated December 5,
2017. The charge accurately recites the Pennsylvania Suggested
Standard Instructions as they relate to contract law in this
Commonwealth. Any deviations made did not alt[e]r, let alone
constitute an inaccurate statement of law as they relate to the
principles of Pennsylvania contract law and should be
considered, at most, harmless error.
Trial Court Opinion, 5/15/17, at 11-13.
After reviewing the jury instructions as a whole, we cannot agree with
Appellants’ assertion that the trial court abused its discretion in issuing the
“just cause” instruction. The trial court instructed the jury that Fitzpatrick
“is accusing [Elliott] of breach of contract. Conversely, [Elliott] is asserting
that it was [Fitzpatrick] himself that breached the contract.” N.T., 12/5/16,
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at 116. The trial court outlined the elements of a contract, id. at 117-118,
and defined breach of contract as follows: “A breach of contract occurs
when a party to the contract fails to perform any contractual duty of
immediate performance or violates an obligation, engagement or duty and
that breach is material.” Id. at 118 (emphasis added). The trial court
also explained: “[i]f you find that the nonperformance was immaterial and,
thus, the contract was substantially performed, you must also find that a
breach of the contract has not occurred.” Id. Thus, in issuing its instruction
on the breach of contract, the trial court used the same language that
Appellants assert is proper. Furthermore, as explained by the trial court, the
terms “cause” or “just cause” were used synonymously with breach in the
instruction as justification for Fitzpatrick’s termination under the contract.
Indeed, Appellants’ counsel acknowledged during the charging conference
that in the context of this case, “cause” is synonymous with “breach.” Id. at
36, 44. Therefore, Appellants’ averment that the trial court lowered Elliott’s
burden of proof through its jury instructions and verdict slip by use of
“cause” is without merit. This claim fails.
In their final issue, Appellants argue that if the matter was remanded
for a new trial, they should not be required to re-litigate the fact that
Fitzpatrick and Elliott entered into a four-year employment agreement.
Appellants’ Brief at 48-49. Given our disposition of Appellants’ previously
listed issues, we need not address this claim.
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Judgment affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 1/30/2018
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