METZ v. BAE SYSTEMS TECHNOLOGY SOLUTIONS AND SERVICES INC.
Filing
23
MEMORANDUM OPINION to the Order granting Defendant's Motion to Dismiss Plaintiff's Amended Complaint. Signed by Judge Gladys Kessler on 9/30/13. (CL, )
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
STEPHEN D. METZ,
Plaintiff,
v.
Civil Action No. 12-1694 (GK)
BAE SYSTEMS TECHNOLOGY
SOLUTIONS & SERVICES, INC.,
Defendant.
MEMORANDUM OPINION
Plaintiff
Stephen D.
Metz
( "Plaintiff 11
or
"Metz 11 )
brings
this diversity action against Defendant BAE Systems Technology
Solutions
& Services,
Inc.
("Defendant 11
or
"BAE 11 )
alleging
violations of the common law of the District of Columbia.
This matter
is presently before
the Court
Motion to Dismiss Plaintiff's Amended Complaint
Upon
Reply
consideration
[Dkt. No.
20],
of
the
Motion,
Opposition
on Defendant's
[Dkt.
[Dkt.
and the entire record herein,
No.
13] .
No.
19],
and for the
reasons stated below, Defendant's Motion to Dismiss is granted.
I.
BACKGROUND
BAE
United
provides
States
federal
1
management
Armed
agencies.
Forces,
Am.
Compl.
and
operational
Department
~
7.
of
BAE is
support
Defense,
resident,
was
employed
at
BAE
the
and other
incorporated and has
~~
its principal place of business in Maryland. Id.
Virginia
to
as
Vice
5-6. Metz, a
President
of
Maritime Programs from August 13, 2007, to February 3, 2012. Id.
~~
3, 8, 52.
On
February 3,
2012,
Metz
was
laid off.
~52.
Id.
Metz
signed a Waiver and Release Agreement with BAE that included a
Non-Compete Provision barring Metz for one year from working for
BAE' s
competitors.
Id.
~~
2 0,
52.
That Provision was effective
immediately and expired in February of 2013. Id.
~
20.
Metz then applied for the position of Senior Vice President
and Group Manager of the Acquisition Program Management Group at
ALION, a company that had worked with BAE on several projects in
~~52-53,
the past.
Id.
position,
and he
58-59. ALION selected Metz to fill the
began working
1
there
on May
14,
2012,
three
For purposes of ruling on a motion to dismiss, the factual
allegations of the complaint must be presumed to be true and
liberally construed in favor of the plaintiff. Aktieselskabet AF
21. November 2001 v. Fame Jeans Inc., 525 F.3d 8, 15 (D.C. Cir.
2008); Shear v. Nat'l Rifle Ass'n of Am., 606 F.2d 1251, 1253
(D.C. Cir. 1979). Therefore, the facts set forth herein are
taken from the Amended Complaint ("Am. Compl.") [Dkt. No. 9].
-2-
months after he left BAE. Id.
~
was "on an at will basis." Id.
~
54. Metz's employment with ALION
55.
Shortly after being hired, Metz informed BAE employees that
he was now working for ALION.
Id.
~
57.
contacted Metz and ALION and "demand [ed]
fire
Plaintiff
or
that
Plaintiff
In late May 2012,
BAE
that ALION immediately
immediately
resign"
and
threatened legal action if neither of these events occurred. Id.
~
63,
67.
for ALI ON,
The Amended Complaint alleges when Metz went to work
ALI ON and BAE had been teammates and partners on a
number of projects
and therefore,
were not
competitors and
would not be competitors during the duration of Metz's one year
non-competition
agreement
with BAE.
On
June
15,
2012,
direct consequence of BAE's actions, ALION terminated Metz.
as
a
Id.
~ 74.
On October 16,
2012, Metz filed a complaint in this Court.
On November 21, 2012, he filed an Amended Complaint. 2 On December
21,
2012,
Complaint
BAE
filed
("Motion")
a
Motion
[Dkt.
No.
to
13]
Dismiss
Plaintiff's
On January 25,
Amended
2013,
Metz
filed an Opposition to Defendant's Motion to Dismiss the Amended
Complaint
("Opposition")
[Dkt. No. 19]. On February 8, 2013, BAE
2
In his Amended Complaint, Metz alleges several facts which are
he
alleged
in his
initial
completely opposite
to
those
complaint. Mot. at 17-18.
-3-
filed a Reply in Support of Its Motion to Dismiss Plaintiffs'
Amended Complaint ("Reply")
II.
[Dkt. No. 2 0] .
STANDARD OF REVIEW
To
survive
plaintiff
a
motion
to
need only plead
dismiss
"enough
under
facts
to
Rule
state
12(b) (6),
a
a
claim to
relief that is plausible on its face" and to "nudge [
[his or
her] claims across the line from conceivable to plausible." Bell
Atlantic Corp. v.
Twombly,
550 U.S.
544,
570
(2007).
"[O]nce a
claim has been stated adequately, it may be supported by showing
any
set
of
facts
consistent
with
the
allegations
in
the
complaint." Id. at 563.
Under the Twombly standard,
a
"court deciding a motion to
dismiss must not make any judgment about the probability of the
plaintiffs' success .
[,] must assume all the allegations in
[, and]
the complaint are true (even if doubtful in fact)
must give the plaintiff the benefit of all reasonable inferences
derived from the facts alleged." Aktieselskabet AF 21,
·at
17
(internal
complaint
will
quotation
not
marks
suffice,
and
however,
citations
if
it
52 5 F. 3d
omitted) .
"tenders
A
'naked
assertion[s]' devoid of 'further factual enhancement.'" Ashcroft
v. Iqbal, 556 U.S. 662, 678
557)
(2009)
(alteration in Iqbal).
-4-
(quoting Twombly, 550 U.S. at
III. ANALYSIS
Metz has withdrawn Counts I and V of his Amended Complaint.
Opposition 2 n.1.
Thus,
the remaining claims are Counts II-IV,
all of which BAE argues must be dismissed.
The Court addresses
each Count in turn.
Count II: Tortious Interference with Contract
A.
In Count
with
his
procured
means.
II,
Metz
employment
the
Am.
was
~
79.
of
Metz
this
ALION
he
and
agreement
acknowledges
but
case,"
BAE tortiously interfered
with
that
will,"
"at
circumstances of
that
agreement
termination
Compl.
agreement
alleges
through
that
his
that,
claims
"had a
intentionally
improper
employment
the
"under
contract of
employment
with ALION." Id.
To state a claim for intentional interference with contract
under D.C. law, a plaintiff must allege:
contract;
(2)
procurement
resulting
of
"(1) the existence of a
knowledge
of
the
contract;
a
of
the
contract;
breach
from the breach."
Onyeoziri v.
(3)
and
Spivak,
intentional
(4)
damages
44 A.3d 279,
286 (D.C. 2012)
The District of Columbia Court of Appeals has made it clear
that an at-will employment agreement cannot be used as the basis
of a
tortious interference with contract claim.
Commc'ns
Corp.,
748
A.2d
949,
957
-5-
(D.C.
2000)
McManus v.
("It
is
MCI
clear
that,
as
an
at-will
employee,
appellant
did
not
have
a
contractual employment relationship she could use as the basis
for
a
suit
for
relationship.")
419, 432-33
203 F.
tortious
(citing
interference
Bible
Way
with
Church v.
a
contractual
Beards,
680
A.2d
(D.C. 1996)); see also Riggs v. Home Builders Inst.,
Supp.
2d 1,
22-23
(D.D.C.
2002)
(noting that plaintiff
could not bring an intentional interference with contract claim
based
on
an
at-will
employment
agreement
under
D.C.
law)
(citations omitted). The logic behind the court's conclusion was
that
"if
there
is
no
fixed
or
assured
employment
there
nothing tangible with which to interfere." Dale v. Thomason,
F.
Supp. 181, 184
(D.D.C. 1997)
(discussing Bible Way,
is
962
680 A.2d
at 432-33).
Even though Metz acknowledges that his employment agreement
with ALION was at-will, he states that "under the circumstances
of
this
ALION."
case,
Am.
Plaintiff
Compl.
~
79.
had
a
contract
However,
Metz
of
does
employment
not
with
identify any
"circumstances"
related to his agreement with ALION that would
indicate
that
this
othe,rwise
more
"tangible"
was
"fixed
or
than
standard
a
assured
employment"
at-will
or
employment
agreement. Dale, 962 F. Supp. at 184.
Instead, Metz attempts to distinguish Bible Way and McManus
by arguing that
the alleged "interferers"
-6-
in those cases were
not true third parties,
employer.
Opposition
but were fellow employees of the same
8-10.
That
is
a
distinction
without
a
difference. The defendant's status is irrelevant to the question
of
whether
an
at-will
employment
agreement
can
constitute
a
contract for purposes of a tortious interference with contract
claim.
See Riggs,
203 F.
Supp.
2d at 23
(rejecting attempt to
distinguish McManus and Bible Way and noting that uthe courts in
both cases
. specifically focused on the plaintiffs' at-will
status in rejecting the tortious interference claims")
McManus,
748 A.2d at
957-58;
Bible Way,
680 A.2d at
(citing
432-33).
Metz's attempt to distinguish controlling precedent based on the
status of the alleged third party interferer is unpersuasive.
Therefore,
contract
upon
Metz
has
which
failed
his
to
tortious
allege
the
existence
interference
with
of
a
contract
claim can be based, and Count II shall accordingly be dismissed. 3
B.
Count
III:
Tortious
Economic Advantage
In Count III,
Interference
with
Prospective
Metz alleges that BAE tortiously interfered
with his uvalid business or economic expectancy with ALION," and
intentionally
induced
or
caused
expectancy through improper means.
3
the
Am.
termination
Compl.
~
of
83. Again,
that
the
BAE also argues, persuasively, that Metz has failed to allege
any facts demonstrating that BAE had any knowledge of some nonat-will contract between Metz and ALION.
-7-
basis for Metz's claim is his at-will employment agreement with
ALION.
To
a
state
claim
for
intentional
prospective economic advantage under D.C.
allege:
"(1)
the existence of a
or
expectancy on
intentional
interference
law,
a plaintiff must
valid business relationship or
expectancy between plaintiff and
relationship
[ALION] ;
the
part
inducing
(2)
of
or
knowledge of the
the
defendant;
causing
a
termination of the relationship or expectancy; and
damage."
Inc.,
Sabre
857
F.
Enters.,
Int '1
Supp.
Inc.
v.
Sec.
2d
v.
97,
Domino's
with
interference
breach
(4)
Torres Advanced Enter.
103
(D.D.C.
Pizza,
Inc.,
45
or
resultant
Solutions,
(citing
2012)
( 3)
F.3d 493,
Bennett
499
(D.C.
Cir. 1995)).
In
Court
would
McManus,
of
Appeals
recognize
prospective
748
A. 2d
directly
a
claim
economic
agreement.
The
where
court
relationship.
so now,"
11
her
1957,
for
ruled
suit
District
the
issue
based
that
for
Significantly,
on
it
an
of
of
Columbia
whether
interference
intentional
expectancy
and that it was
the
addressed
advantage
employee can maintain a
advantage
at
at-will
"never
has
it
with
employment
held
that
an
interference with prospective
was
based
on
an
at-will
the court said that "we do not do
"not willing"
to provide the employee
"contractual protections based on her alleged expectancy."
-8-
Id.
Based on this language in McManus,
several other members of
this District Court have already concluded that the District of
Columbia
Court
of
Appeals
would
not
recognize
a
tortious
interference with prospective economic advantage claim based on
an at-will employment agreement. See Zelaya v. UNICCO Serv. Co.,
587 F.
Supp.
Ass'n
of
785326,
N.A.,
No.
2d 277,
Specialty
at
*4
372 F.
01-1486,
287
Programs
(D.D.C.
Supp.
(D.D.C.
& Sch.,
March 28,
2d 61,
2008); Houlahan v.
No.
04-01161,
2006);
Daisley v.
(D.D.C.
72-73
2005);
2003 U.S. Dist. LEXIS 3427,
World Wide
2006
WL
Riggs Bank,
Gross v.
at *9-*10
Davis,
(D.D.C. Mar.
3, 2003); Riggs, 203 F. Supp. 2d at 24-25.
In response,
Plaintiff has presented a
long and detailed
argument -- which is purely speculative -- that the District of
Columbia
Court
interference
of
Appeals
claim brought
would
permit
by an at-will
a
third
employee.
party
Plaintiff
cites extensive case law from other jurisdictions throughout the
country,
including the Maryland courts,
the Restatement
(Second)
of Torts
the Supreme Court,
in support of
and
its position.
While this authority may be properly cited and is interesting to
be
aware
of,
it
certainly
does
not
support
Plaintiff's
prediction that the District of Columbia Court of Appeals would
recognize a
cause of action for
third party interference even
though that interference was based on at-will employment.
-9-
The
court's language makes it clear that not only was it not making
that ruling in McManus, but even emphasized that it "was
not
willing
emphatic
to
do
language,
[so]
(emphasis
this
Court
added) .
can
Id.
certainly
Given
not
that
reach
the
conclusion that the District of Columbia Court of Appeals would
permit Plaintiff's third party interference claim based upon an
at-will contract to proceed in this case.
Plaintiff seems to be arguing that the wide acceptance in
the majority of
third
party
jurisdictions,
interference
including the Supreme Court,
claims
based
on
at-will
of
employment
virtually compels the District of Columbia Court of Appeals to
reach
the
conclusion
presents
of
That,
itself.
District
it
Columbia
seeks
of
Court
when
course,
of
the
is
Appeals,
not
as
appropriate
case.
The
highest
State
the
the
issue
court in the District of Columbia, is fully entitled to make its
own decision interpreting the substantive law in the District of
Columbia.
'It
was
given
this
opportunity
in
McManus,
and
forcefully rejected it. 4
4
Plaintiff is correct that the Supreme Court did state
in
Haddle v. Garrison, 525 U.S. 121, 126-27 (1998)
that "the
sort of harm alleged by petitioner here
essentially third
party interference with at-will relationships -- states a claim
for relief under § 1985(2).
Such harm has long been a
compensable injury under tort law, and we see no reason to
ignore this tradition in this case. "
However, the Court was
-10-
In sum, this Court agrees with the cases already cited that
the District of Columbia Court of Appeals'
leads to
language in McManus
the conclusion that it would not recognize a tortious
interference with prospective economic advantage claim based on
Metz's at-will employment agreement with ALION, and, thus, Count
III shall be dismissed. 5
Count IV: Breach of the Implied Covenant of Good Faith
and Fair Dealing
C.
Count IV alleges that BAE violated the implied covenant of
~did
good faith and fair dealing when it
honesty in its
not conduct itself with
enforcement of the non-compete agreement
~
with Plaintiff." Am. Compl.
89.
The District of Columbia Court of Appeals has held that all
contracts
contain
an
implied
dealing, which means that
duty
~neither
of
good
faith
and
fair
party shall do anything which
will have the effect of destroying or injuring the right of the
other party to receive the fruits of the contract." Allworth v.
Howard Univ.,
Smith,
547
890 A.2d 194,
A.2d
986,
interpreting federal
state law.
5
987
tort
201
(D.C.
law,
(D.C.
2006)
1988)).
not
~If
(quoting Hais v.
the
ruling on the
party
to
a
substance of
BAE again argues, persuasively, that Metz has failed to allege
any facts demonstrating that BAE had any knowledge of the
alleged business relationship or expectancy between Metz and
ALION.
-11-
contract evades
imperfect
the
spirit of
performance,
other party,
or
the contract,
interferes
with
willfully renders
performance
by
the
he or she may be liable for breach of the implied
covenant of good faith and fair dealing.
11
Id.
(citing Hais,
547
A.2d at 987-88).
In order to survive a motion to dismiss for breach of the
implied covenant of good faith and fair dealing, plaintiff must
allege facts to show that defendant "has taken steps, or refused
to take steps, which ultimately had the effect of destroying or
injuring the right to receive the fruits of the contract.,, Mero
v. City Segway Tours of Wash. D.C., L.L.C., 826 F. Supp. 2d 100,
106-07 (D.D.C. 2011)
The
only
(quotation omitted).
contract
that
Metz
has
identified
between
the
parties which can form the basis for Metz's claim is the Waiver
and Settlement Agreement that he executed upon his termination
from BAE.
0732,
See Robinson v. Deutsche Bank Nat. Trust Co., No. 12-
2013
WL 1191034,
at
*13
(D.D.C.
Mar.
25,
2013)
(noting
that under D.C. law, a "claim for breach of the implied covenant
of good faith and fair dealing cannot exist in the absence of a
contractual relationship
772
F.
allege
Supp.
that
2d 268,
BAE
"has
11
)
(quoting Busby v.
284
taken
(D.D.C.
steps,
2011)).
or
Capital One,
Metz must
refused
to
N.A.,
therefore
take
steps,
which ultimately had the effect of destroying or injuring the
-12-
right to receive the fruits"
he contracted to receive under the
Waiver and Settlement Agreement.
Mere,
826 F.
Supp.
2d at 106-
07.
Metz
has
made
no
such allegations.
BAE
correctly asserts
that the only "fruit" of the Waiver and Settlement Agreement to
which
Metz
is
entitled
is
"Supplemental
Severance
Pay
and
Benefits." Am. Compl. Ex. 1 ~ 3 (b) . 6 Metz does not allege how BAE
has,
in any way,
"taken steps,
or refused to take steps,
ultimately had the effect of destroying or injuring"
which
his right
to receive those benefits.
Instead,
Metz
obligation. to not
insists
that
argues
BAE
is
interfering
seek employment with BAE' s
his
agreement
competitors
created
ability
seek
to
that
an
to
not
"implicit"
employment
with
seek
right
any
competitors.
employment
to
with
the
with
Metz
BAE' s
inverse
non-competitor
his
of
the
BAE.
Opposition 26.
This
"[I]mplied covenants
are
disfavored," Amfac Resorts,
L.L.C. v. Dep't of the Interior,
142
F.
2001),
Supp.
argument
2d 54,
and BAE contains
is
73
no
not
(D.D.C.
right
persuasive.
to
and the contract between Metz
seek future
6
employment with non-
The Court can consider documents attached as exhibits to the
Complaint when resolving a motion to dismiss. See Daniels v.
United States, No. 12-0485, 2013 WL 2352106, at *5 (D.D.C. May
30, 2013).
-13-
competitors of BAE.
was
something
It is clear that the non-compete provision
provided
by
Metz
to
Thus,
it is not a
supplemental pay and benefits.
BAE
in
exchange
~fruit"
for
of the
contract that entitles him to any particular benefit.
Because the ability to work for ALION or any other employer
is
not
a
alleged
benefit
provided
interference
with
to
Metz
that
under
benefit
the
agreement,
cannot
give
BAE' s
rise
to
a
claim for breach of the implied covenant of good faith and fair
dealing.
WL
~
See Ihebereme v.
1248240 I
at
(D.D.C.
*10
[p] laintiffs were not
contract,
28,
No.
10-1106,
(noting
2013)
2013
that
so defendants could not have done anything to destroy
Howard
Place,
Mar.
N.A.,
entitled to interest payments under the
or injure the plaintiffs'
v.
Capital One,
Univ.,
Inc.
v.
754
right
A.2d
Beresford,
to receive them")
297,
850
F.
310
Supp.
2012)
(dismissing claim for breach of
faith
and
fair
dealing
where
(D.C.
(citing Paul
2000));
2d 251,
B&H
260-61
Nat'l
(D.D.C.
implied covenant of good
defendants
~simply
had
no
duty
under the Covenants to disclose their business plans").
Therefore,
a
claim for
Metz has failed to set forth a basic element of
breach of
the
implied covenant
of
good
fair dealing, and, thus, Count IV shall be dismissed.
-14-
faith
and
IV.
CONCLUSION
Upon
consideration of
the entire record herein,
the
Motion,
Opposition,
Reply,
and
and for the reasons set forth in this
Memorandum Opinion, Defendant's Motion to Dismiss is granted. An
Order shall accompany this Memorandum Opinion.
{~~Jihdb
September 30, 2013
Gladys KesOer'
"----·
United States District Judge
Copies to: attorneys on record via ECF
-15-
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