Sabre Industries Inc v. Module X Solutions L L C et al
MEMORANDUM RULING re 96 MOTION for Summary Judgment re 58 Supplemental and Amending Answer to First Amended Complaint and Supplemental and Amending Counterclaim and Third Party Complaints filed by Thomas Jagielski. Signed by Judge S Maurice Hicks on 9/20/2017. (crt,McDonnell, D)
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF LOUISIANA
SABRE INDUSTRIES, INC.
CIVIL ACTION NO. 15-2501
JUDGE S. MAURICE HICKS, JR.
MODULE X SOLUTIONS, LLC, ET AL.
MAGISTRATE JUDGE HORNSBY
Before the Court is a Motion for Summary Judgment (Record Document 96) filed
by Third Party Defendant Thomas Jagielski (“Jagielski”). Jagielski seeks entry of summary
judgment dismissing Count VIII of Defendants’ Amended Third Party Complaint (Record
Document 58). More specifically, Jagielski seeks dismissal of Counter-Plaintiff and Third
Party Plaintiff Module X Solutions, LLC’s (“MXS”) claim of tortious interference with a
contract by a corporate officer. Defendants MXS, Steven L. Schoonover (“Schoonover”),
Jeff Hood, and Jim Dean (collectively referred to as “Defendants”) and Counter-Plaintiff
and Third Party Plaintiff MXS oppose the Motion for Summary Judgment. See Record
Document 109. For the reasons set forth below, Jagielski’s Motion for Summary Judgment
is GRANTED and MXS’s claim of tortious interference with a contract by a corporate officer
against Jagielski is DISMISSED.
In Count VIII, MXS alleges that Jagielski tortiously interfered with the Joint Venture
Agreement (the “JV Agreement”) between MXS and Sabre Industries, Inc. (“Sabre”) by
causing Sabre to breach its obligation under the JV Agreement by “refusing to provide
MXS with the required shelter orders . . . , and instead keeping this business for Sabre.”
Record Document 58 at ¶ 274. MXS maintains that “an officer of a corporation has a duty
not to interfere with that corporation’s contractual relations.” Id. MXS further alleges that
Jagielski had full knowledge of the JV Agreement, yet abused his position of authority at
Sabre and “tortiously interfered with the success of the JV Agreement.” Id.
Jagielski was not involved with negotiating the JV Agreement between MXS and
Sabre. See Record Document 96-1 at ¶ 1. At all times relevant to the allegations in Count
VIII of Defendants’ Amended Third Party Complaint (Record Document 58), Jagielski was
employed at Sabre as the Vice-President and General Manager of Sabre’s CellXion facility.
See id. at ¶ 2. As Vice-President and General Manager, his duties included all the duties
of a general manager, that is, he was in charge of what went on at Sabre’s CellXion facility.
See id. at ¶ 3. Part of his duties at Sabre included managing the volume of work orders,
including shelter orders, and deciding what shelters to send to MXS and what shelters to
keep at Sabre based on the volume that Sabre had at any given time. See id. at ¶ 4.
In support of his motion, Jagielski has submitted the declaration of Pete Sandore
(“Sandore”), the CEO and President of Sabre. See Record Document 96-8. Sandore
stated that he was CEO and President of Sabre at all time relevant to the allegations by
MXS against Jagielski for tortious interference with a contract. See id. at ¶ 1. He further
When Jagielski was involved in making decisions of what shelters to
send to MXS and what shelters to keep at Sabre while the . . . JV Agreement
between Sabre and MXS was in effect, Jagielski was acting within the scope
of his authority as the Vice-President and General Manager of Sabre’s
When Jagielski was involved in making decisions of what shelters to
send to MXS and what shelters to keep at Sabre while the JV Agreement
was in effect, Jagielski was acting to benefit Sabre’s interests. These
decisions were based on the volume of orders at Sabre at that time.
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Id. at ¶¶ 5-6. Conversely, Defendants contend in their Statement of Disputed Material
Facts that Jagielski acted knowingly contrary to the best interest of Sabre and intentionally
induced or caused Sabre to breach the JV Agreement, without justification. See Record
LAW AND ANALYSIS
Summary Judgment Standard.
Rule 56(a) provides, in pertinent part:
Motion for Summary Judgment or Partial Summary Judgment. A party may
move for summary judgment, identifying each claim or defense—or the part
of each claim or defense—on which summary judgment is sought. The court
shall grant summary judgment if the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to judgment as a
matter of law.
F.R.C.P. 56(a) (emphasis added); see also Quality Infusion Care, Inc. v. Health Care Serv.
Corp., 628 F.3d 725, 728 (5th Cir.2010). “A genuine issue of material fact exists when the
evidence is such that a reasonable jury could return a verdict for the nonmoving party.”
Quality Infusion Care, Inc., 628 F.3d at 728. “Rule 56 [(a)] mandates the entry of summary
judgment, after adequate time for discovery and upon motion, against a party who fails to
make a showing sufficient to establish the existence of an element essential to that party's
case, and on which that party will bear the burden of proof at trial.” Patrick v. Ridge, 394
F.3d 311, 315 (5th Cir.2004).
If the movant demonstrates the absence of a genuine dispute of material fact, “the
nonmovant must go beyond the pleadings and designate specific facts showing that there
is a genuine issue for trial.” Gen. Universal Sys., Inc. v. Lee, 379 F.3d 131, 141 (5th
Cir.2004). Where critical evidence is so weak or tenuous on an essential fact that it could
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not support a judgment in favor of the nonmovant, then summary judgment should be
granted. See Boudreaux v. Swift Transp. Co., 402 F.3d 536, 540 (5th Cir.2005).
Tortious Interference with a Contract By a Corporate Officer.
Louisiana recognizes “a very limited cause of action for tortious interference with
contract.” Egorov, Puchinsky, Afanasiev & Juring v. Terriberry, Carroll & Yancey, 183 F.3d
453, 457 (5th Cir. 1999). In 9 to 5 Fashions, Inc. v. Spurney, 538 So. 2d 228 (La. 1989),
the Louisiana Supreme Court explained:
[A]n officer of a corporation owes an obligation to a third person having a
contractual relationship with the corporation to refrain from acts intentionally
causing the company to breach the contract or to make performance more
burdensome, difficult or impossible or of less value to the one entitled to
performance, unless the officer has reasonable justification for his
conduct. The officer’s action is justified, and he is entitled to a privilege of
immunity, if he acted within the scope of his corporate authority and in the
reasonable belief that his action was for the benefit of the corporation.
Id. at 231 (emphasis added). Therefore, an officer such as Jagielski “is privileged to
induce the corporation to violate a contractual relation, or make its performance more
burdensome, provided that [he] does not exceed the scope of his authority or knowingly
commit acts that are adverse to the interests of his corporation.” Id.
Defendants admit in their opposition that Jagielski was acting within his authority.
See Record Document 109 at 5. Yet, they maintain that there are genuine disputes of
material fact as to whether Jagielski had a reasonable belief that his actions were for the
benefit of Sabre. See id. at 4 (“Whether Jagielski intentionally induced or caused Sabre
to breach the JV Agreement and whether or not he had justification are questions of fact
to be determined by the trier of fact.”). Based on Jagielski’s deposition testimony,
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Defendants argue that Jagielski knew litigation was not in Sabre’s best interest and yet he
allegedly caused Sabre to breach the JV Agreement which ultimately culminated in this
lawsuit. See id. at 2-3.
As part of his motion, Jagielski has presented the declaration of Sandore, stating
that “[w]hen Jagielski was involved in making decisions of what shelters to send to MXS
and what shelters to keep at Sabre while the JV Agreement was in effect, Jagielski was
acting to benefit Sabre’s interests.” Record Document 96-8 at ¶ 6. Sandore further stated
that Jagielski’s “decisions were based on the volume of orders at Sabre at that time.” Id.
Jagielski also points to Schoonover’s written discovery responses and deposition
testimony. In his discovery responses, Schoonover, the principal owner of MXS, admitted
that two emails he drafted to Sandore were “the best evidence of [their] contents.” Record
Document 96-9 at 3-5. In the August 28, 2014 email to Sandore, Schoonover wrote:
I know Tom [Jagielski] means us no harm but he is doing everything he can
to protect his business for Sabre.
Id. at 10. In the November 19, 2014 email to Sandore, Schoonover wrote:
Again I want to make the point that I like Tom and enjoy working with him.
I understand he is only doing his job by making all the money he can and
protecting the company.
Id. at 13. In his deposition, Schoonover stated that Jagielski “went on and basically did
what was best for the company, Sabre.” Record Document 96-5 at 4.
The Court holds that the mere possibility of a lawsuit for breach of the contractual
relationship between Sabre and MXS is insufficient to satisfy MXS’s burden of proof that
Jagielski did not have a reasonable belief that his actions were for the benefit of Sabre.
In his deposition, Jagielski stated that he knew a lawsuit was not a good business decision.
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See Record Document 109-1 at 5. Yet, this testimony was in the context of employment
related claims, not breach of contract claims:
I think it was more not to have a lawsuit.
And what - did Pete [Sandore] explain to you what lawsuit he was
trying to avoid?
Just a lawsuit?
It was - it was to avoid a lawsuit with Jim [Dean] and Jeff [Hood] and
what they were complaining about in their employment.
Record Document 121-2 at 3-4.
Here, Jagielski has presented competent summary judgment evidence, including
Sandore’s declaration and admissions/concessions made by Schoonover in written
discovery and deposition testimony. This evidence demonstrates the absence of a
genuine dispute of material fact as to Jagielski’s reasonable belief that his actions were for
the benefit of Sabre.
Defendants have come forward with insufficient evidence to
controvert Jagielski’s submissions and have failed to designate specific facts showing that
there is a genuine dispute for trial. Thus, MXS’s claim of tortious interference with a
contract by a corporate officer against Jagielski is hereby DISMISSED.
Based on the foregoing analysis, this Court holds that MXS has failed to designate
specific facts showing that there is a genuine issue for trial as to its claim of tortious
interference with a contract by a corporate officer against Jagielski. Accordingly, Jagielski’s
Motion for Summary Judgment (Record Document 96) is GRANTED and MXS’s claim of
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tortious interference with a contract by a corporate officer against Jagielski is DISMISSED.
An order consistent with the terms of the instant Memorandum Ruling shall issue
THUS DONE AND SIGNED, in Shreveport, Louisiana, this 20th day of September,
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