Beaulac, et al v. All Systems Satellite Distributors, Inc., et al
///ORDER denying in part 23 Motion to Dismiss for Failure to State a Claim. The motion is denied, except that any claim in Count V based on Beaulacs employment relationship with Logiudice and All Systems is dismissed. So Ordered by Judge Joseph A. DiClerico, Jr.(gla)
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW HAMPSHIRE
Deborah Beaulac and
Civil No. 17-cv-162-JD
Opinion No. 2017 DNH 203
All Systems Satellite
Richard Logiudice, and
Gene's Electronics, Inc.
O R D E R
Deborah Beaulac and Nicholas Beattie brought suit against
their previous employers:
All Systems Satellite Distributors,
Inc.1; Richard Logiudice, an owner and officer of All Systems;
and Gene’s Electronics, Inc.
Beaulac and Beattie allege claims
against All Systems, Logiudice, and Gene’s that arose from
events that occurred after Beaulac left All Systems and Gene’s
hired and then fired Beaulac and Beattie.
All Systems and
Logiudice move to dismiss the claims brought against them.
Standard of Review
In considering a motion to dismiss, the court accepts all
well-pleaded facts as true, disregarding mere legal conclusions,
and resolves reasonable inferences in the plaintiff’s favor.
All Systems identifies itself both as “All Systems” and “All
System’s.” It appears that All Systems is the correct spelling.
Galvin v. U.S. Bank, N.A., 852 F.3d 146, 155 (1st Cir. 2017).
Taken in that light, the complaint must state sufficient facts
to support a plausible claim for relief.
19, 25 (1st Cir. 2017).
In re Curran, 855 F.3d
The plausibility standard is satisfied
if the factual allegations in the complaint “are sufficient to
support the reasonable inference that the defendant is liable.”
In re Fidelity ERISA Float Litig., 829 F.3d 55, 59 (1st Cir.
2016) (internal quotation marks omitted).
The complaint need
not include “a high degree of factual specificity” but “must
contain more than a rote recital of the elements of a cause of
Carcia-Catalan v. United States, 734 F.3d 100, 103
(1st Cir. 2013) (internal quotation marks omitted).
In their objection to the motion to dismiss, Beaulac and
Beattie argue that the motion should not be considered because
discovery is needed to develop facts to support their claims.
They are mistaken.2
A motion to dismiss under Rule 12(b)(6) is
an appropriate means to test the sufficiency of the pleadings
and does not pertain to what facts may be learned through
See Charles Alan Wright & Arthur Miller, 5 Federal
Practice and Procedure, § 1203 (3d ed. 2017); see also, e.g.,
Filler v. Kellett, 859 F.3d 148, 150 (1st Cir. 2017); Pitroff v.
United States, 2017 WL 3614436, at *3 (D.N.H. Aug. 22, 2017);
Beaulac and Beattie are represented by counsel.
Metro. Prop. & Casualty Ins. Co. v. Savin Hill Family
Chiropractic, Inc., --- F. Supp. 3d ---, 2017 WL 3120273, at *7
(D. Mass. July 21, 2017); Adams v. Town of Montague, 2015 WL
1292402, at *1 (D. Mass. Mar. 23, 2015) (explaining difference
between a motion to dismiss and a motion for summary judgment).
Beaulac worked at Satellite Systems beginning in 2006 and
was promoted to the position of director of sales in New York
and New England in 2008.
Her job involved selling satellite
Logiudice was the principal owner and
chief executive officer of All Systems.
Although Logiudice had had difficult relationships with
some of his employees, Beaulac’s relationship with Logiudice was
good until 2012.
Logiudice then imposed new conditions on
Beaulac that included increased travel requirements so that she
had to be away from home half of each month and demands that she
have her car serviced in Connecticut although she lived in New
Beaulac believed that the new conditions were
intended to force her to leave All Systems.
which was effective October 14, 2016.
Soon after her resignation, Beaulac received job offers
from Gene’s Electronics and Perfect 10, another satellite
Beaulac negotiated with Gene’s,
explaining that she needed a guarantee of employment for at
least six months and wanted a job offer for her fiancé, Beattie.
Gene’s offered Beaulac and Beattie jobs in a letter dated
October 26, 2016, and they accepted.
In late November of 2016, the principals of Gene’s,
Stephanie and Darnell Oliver, told Beaulac and Beattie that
Logiudice had threatened to stop doing business with Gene’s
unless they terminated Beaulac’s employment.
proposed that they would change the employment relationship to
an independent contractor relationship.
The next day, however,
the Olivers said that they could not offer the independent
contractor positions because of a conflict with All Systems.
Gene’s then terminated Beaulac and Beattie.
Beaulac learned that Dan Reno of Hughes Communications had
sent her an email, to her All Systems email address, offering
her a job there.
Logiudice found the email and called Hughes
Communications, asserting that Hughes was trying to steal his
Logiudice’s response to the email ended the offer
Beaulac and Beattie brought suit against All Systems,
Logiudice, and Gene’s.
The defendants all moved to dismiss the
claims brought against them.
In response, Beaulac and Beattie
filed objections and also filed an amended complaint.
Because the amended complaint became the operative
complaint in the case, the motions to dismiss were denied
In the amended complaint, Beaulac and
Beattie allege claims against All Systems and Logiudice for
tortious interference with a business relationship, Counts I and
IV, and violation of the New Hampshire Consumer Protection Act,
RSA Chapter 358-A, Count V.
Logiudice and All Systems, who will be referred to as the
defendants for purposes of this order, move to dismiss the
claims against them.
They contend that Beaulac and Beattie, who
will be referred to as the plaintiffs, have not alleged
sufficient facts to support their claims and that their actions,
as alleged, do not constitute tortious interference with
economic relationships or violation of Chapter 358-A.
plaintiffs object, contending that they have stated viable
claims against the defendants.
Tortious Interference with Business Relationships
In Count I, the plaintiffs allege that the defendants
tortiously interfered with their employment relationship with
In Count IV, the plaintiffs allege that the defendants
tortiously interfered with their agreement with Hughes
The defendants contend that both claims must be
Under New Hampshire law, a claim for tortious interference
with an economic relationship requires proof that “(1) the
plaintiff had an economic relationship with a third party; (2)
the defendant knew of this relationship; (3) the defendant
intentionally and improperly interfered with this relationship;
and (4) the plaintiff was damaged by such interference.”
Asset Fin. Co., LLC v. Wyner, 156 N.H. 468, 478 (2007).
improper, the interference must be motivated by an improper
City of Keene v. Cleaveland, 167 N.H. 731, 738 (2015);
Nat’l Emp’t Serv. Corp. v. Olsten Staffing Serv., Inc., 145 N.H.
158, 162 (2000); Roberts v. Gen. Motors Corp., 138 N.H. 532,
540–41 (1994) (providing factors to consider in determining
whether interference was improper).
Economic relationships may
include contractual relationships, business relationships,
prospective contractual or business relationships, and other
economic relationships or economic advantages, including
See, e.g., Moulton v. Bane, 2015 WL 7274061, at *12
(D.N.H. Nov. 16, 2015); Sarah’s Hat Boxes, L.L.C. v. Patch Me
Up, L.L.C., 2013 WL 1563557, at *13 (D.N.H. Apr. 12, 2013); M &
D Cycles, Inc. v. Am. Honda Motor Co., Inc., 208 F. Supp. 2d
115, 119-20 (D.N.H. 2002); Demetracopoulos v. Wilson, 138 N.H.
371, 373 (1994).
Interference with Employment at Gene’s – Count I
The defendants argue that the plaintiffs were at-will
employees at Gene’s and for that reason cannot show tortious
interference with a contractual relationship.
They also argue
that the plaintiffs cannot show intentional interference or that
any interference was improper.
The plaintiffs contend that
their allegations support the claim.
The defendants contend that the plaintiffs’ at-will
employment relationship with Gene’s narrows the scope of
tortious conduct that is actionable, which undermines the claim.
They argue that the plaintiffs had no reasonable expectation of
an ongoing economic advantage through employment at Gene’s,
relying on Wilcox Indus. Corp. v. Hansen, 870 F. Supp. 2d 296,
307 (D.N.H. 2012), and comment g to the Restatement (Second) of
Torts § 766.
The plaintiffs assert that they did expect an
ongoing relationship based on their agreement with Gene’s and
the implied covenant of good faith fair dealing.
Whether the plaintiffs were at-will employees or were hired
for a term, their employment at Gene’s was an advantageous
Their reasonable expectation as to the
length of the relationship may affect their damages but does not
preclude the claim.
See § 766, cmt. g.
defendants’ argument based on the plaintiffs’ status as at-will
employees does not support dismissing the claim.
Intentional and Improper Actions
The defendants also argue that the plaintiffs have not
alleged facts to show that their alleged interference was
intentional or improper.3
In support, they contend that a mere
refusal to deal with an entity does not constitute tortious
interference, citing Lento v. RBS Citizens, N.A., 2015 WL
1430863, at *10 (D. Mass. Mar. 27, 2015).4
Even if New Hampshire
would follow the Massachusetts rule, the plaintiffs’ claim is
In their reply, the defendants contend that the plaintiffs
improperly rely on the implied covenant of good faith and fair
dealing to support their tortious interference claim. The
covenant of good faith and fair dealing is raised to support the
claim of an economic relationship with Gene’s – not to suggest
that All Systems and Logiudice had a duty of good faith and fair
dealing to the plaintiffs.
The defendants also cite the Restatement (Second) of Torts
§ 762. Section 762, pertaining to the privilege of selecting
persons for business relations, was in the Restatement (First)
of Torts but was omitted from the Restatement (Second) of Torts
because it was deemed to pertain to trade regulation rather than
torts. Watson’s Carpet & Floor Coverings, Inc. v. McCormick,
247 S.W.3d 169, 179 (Tenn. Ct. App. 2007). Therefore, the cited
section does not exist. In addition, the circumstances in this
case are different from the situation addressed by § 762.
not based on a mere refusal of the defendants to deal with the
plaintiffs, as was the claim in Lento.
Instead, the plaintiffs
allege that the defendants threatened to stop doing business
with Gene’s unless Gene’s fired the plaintiffs.
allegations are sufficient to support a claim of intentional and
Hughes Communications – Count II
The defendants contend that they did not intentionally or
improperly interfere with the plaintiffs’ prospective
relationship with Hughes.
The allegations to support the
intentional interference claim relating to the offer of
employment from Hughes are meager.
Nevertheless, the plaintiffs
allege that Logiudice’s response to Hughes’s email to Beaulac
put an end to that opportunity.
That is enough to state the
Consumer Protection Act – RSA Chapter 358-A
The defendants contend that the plaintiffs do not state a
viable claim under RSA Chapter 358-A because the Act does not
apply to claims arising from an employment relationship.
support, the defendants cite Donovan v. Digital Equip. Corp.,
883 F. Supp. 775, 779-80 (D.N.H. 1994), and an article in the
Massachusetts Law Review, which addresses the Massachusetts
Consumer Protection Act, M.G.L.A. Chapter 93A.
object, arguing that the defendants’ interference with their
employment after Beaulac left All Systems is not an employment
In Donovan, the plaintiff claimed a violation of Chapter
358-A by his former employer when the former employer enforced a
non-compete agreement with the plaintiff, which caused the
plaintiff’s new employer to terminate him.
concluded that the plaintiff’s claim was based on a dispute with
his former employer about enforcing the non-compete agreement, a
dispute arising out of his employment, rather than a claim based
on an unfair act or practice that is actionable under Chapter
Id. at 786.
In this case, the plaintiffs allege that “[t]he conduct of
All Systems and its principal Logiudice during the course of
conducting commerce in this state with respect to [Beaulac and
Beattie] both during the last years of Ms. Beaulac’s employment
with All Systems and thereafter was unfair and deceptive.”
the extent the plaintiffs’ claim is based on Beaulac’s
employment at All Systems, it is not actionable as held in
See also Gately v. Mortara Instrument, Inc., 2017 WL
3431964, at *7 (D.N.H. Aug. 9, 2017).
To the extent the claim is based on the defendants’ actions
after Beaulac left her job at All Systems, the claim is not
based on an employment dispute between Beaulac and the
Instead, as alleged in the complaint, the
defendants called Gene’s after Beaulac left All Systems for the
sole purpose of getting the plaintiffs fired, without any
suggestion of an underlying dispute with Beaulac as
justification for their conduct.
response to Hughes to undermine her employment there occurred
after Beaulac left and without grounds arising from an
Therefore, the defendants have not shown
that the limitation applied in Donovan is applicable to that
part of the plaintiffs’ claim that arises from the defendants’
conduct after Beaulac left All Systems.
Although the interpretation of Chapter 93A by Massachusetts
courts may be persuasive in interpreting Chapter 358-A, see
Remsburg v. Docusearch, Inc., 149 N.H. 148, 160 (2003), the
Massachusetts Law Review article cited by the defendants does
not serve that purpose here.
The article does not show that
Massachusetts courts would find that the circumstances alleged
in this case fall within the exception from Chapter 93A for
In addition, the plaintiffs cite a
decision from the Massachusetts Superior Court, Prof’l Staffing
Gr., Inc. v. Champigny, 2004 WL 3120093, at *2-*4 (Suffolk
Super. Ct. Nov. 18, 2004), in which the court did not apply the
exception for employment disputes under the circumstances in
See also TalentBurst, Inc. v. Collabera, Inc., 567
F. Supp. 2d 261, 270 (D. Mass. 2008) (explaining Prof’l
For the foregoing reasons, the motion to dismiss filed by
Logiudice and All Systems (document no. 23) is denied, except
that any claim in Count V based on Beaulac’s employment
relationship with Logiudice and All Systems is dismissed.
Joseph DiClerico, Jr.
United States District Judge
September 21, 2017
Brian L. Champion, Esq.
Talesha L. Saint-Marc, Esq.
David P. Slawsky, Esq.
Tyler Smith, Esq.
Oddly, the defendants fault the plaintiffs for relying on a
case from Massachusetts, when the defendants also rely on
Massachusetts law. Prof’l Staffing merely shows that
Massachusetts courts take differing views of the exception from
Chapter 93A for employment disputes.
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