VROOM v. AMERIQUEST TRANSPORTATION SERVICES et al

Filing 64

OPINION. Signed by Judge Joseph E. Irenas on 1/23/2014. (dmr)

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

PETER VROOM,
Plaintiff,
HONORABLE JOSEPH E. IRENAS
v.
CIVIL ACTION NO. 11-3897
(JEI/KMW)

AMERIQUEST TRANSPORTATION
SERVICES and BROWN
NATIONALEASE,

OPINION

Defendants.

APPEARANCES:
MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
Mark A. Rosen, Esq.
1300 Mount Kemble Avenue
PO Box 2075
Morristown, NJ 07962
Counsel for Plaintiff
DILWORTH PAXSON LLP
Erin Galbally, Esq.
James J. Rodgers, Esq.
1500 Market Street, Suite 3500E
Philadelphia, PA 19102
Counsel for Defendants
IRENAS, Senior District Judge:
This tortious interference suit comes before the Court on
Defendants Ameriquest Transportation Services (“AMQST”) and
Brown NationaLease’s (“BNL”) motion for summary judgment. 1

1

(Dkt.

The Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332
because the parties are completely diverse.
Defendants had moved for sanctions against Plaintiff and Plaintiff’s
counsel in conjunction with the instant motion, (Dkt. No. 43), however

1

No. 38)

Plaintiff Peter Vroom was dismissed by his former

employer, Truck Renting and Leasing Association (“TRALA”), and
alleges that Defendants’ executives conspired to, and succeeded
in, wrongfully bringing about his dismissal.

Defendants argue

summary judgment is necessary because Plaintiff has failed to
produce any evidence of unlawful conduct.

For the reasons

outlined below, the Court will grant Defendants’ motion.

I.
From November 2001 until July 8, 2009, Plaintiff served as
President and Chief Executive Officer of TRALA, a national
nonprofit trade association providing legislative advocacy to
the truck renting and leasing industry.

The association is

dependent upon membership dues and sponsorship revenue to
support its activities.

(Vroom Aff. ¶ 11)

Defendant AMQST is a for-profit corporation providing fleet
management services to independent truck companies.
Stmts ¶ 8; Pl.’s Stmts ¶ 8) 2

(Defs.’

AMQST is itself a member of TRALA,

and Doug Clark (“Clark”), its Chief Executive Officer,
previously served on the Board of Directors of TRALA.

(Pl.’s

Stmts ¶ 9)

withdrew the motion at oral argument. See Transcript of January 17, 2014
Hearing.
2 The Court refers to each side’s statements of material facts with the
abbreviated reference of “Defs.’ Stmts” and “Pl.’s Stmts.”

2

In December 2006, AMQST acquired NationaLease Purchasing
Corporation (“NPC”), a for-profit corporation that operates the
equipment purchasing program for National Truck Leasing
Association (“NTLA” or “NationaLease”), a nonprofit trade
association comprised of independent truck lessors operating
throughout North America.

(Vroom Aff. ¶ 3)

Up until one month

prior to Vroom’s dismissal, NTLA was itself a member of TRALA.
(Ford Aff. ¶ 15)
NTLA members purchase truck parts and supplies from NPC,
use the NationaLease trademark in advertising, and receive
roadside assistance from fellow member companies. 3
¶ 15)

(Defs.’ Stmts

NTLA members comprise an important subset of TRALA’s

membership.
Defendant BNL is an independent truck leasing company and a
member of NTLA.

(Defs.’ Stmts ¶¶ 12, 13)

Thomas Brown

(“Brown”) is the President of BNL, serves as Chairman of the
Board of Directors for NTLA, and, like Clark, was formerly a
member of TRALA’s Board of Directors.

(Defs.’ Stmts ¶ 17)

As part of AMQST’s purchase of NPC, AMQST and NTLA entered
into a management agreement in which AMQST assumed complete
operational control of NTLA.

(Defs.’ Stmts ¶ 14; Opp’n Br. at

3

Membership in NTLA is one way in which independent truck lessors are able to
compete with the nationwide brands such as Ryder and Penske that dominate the
market. (Opp’n Br., Ex. 18 (Jonathan S. Reiskin, AmeriQuest to Merge with
NationaLease, Transport Topcis, Oct. 16, 2006 at 65.))

3

4; Pl.’s Stmts ¶ 8)

Although NPC and NTLA do not have a direct

corporate relationship, “most of the NTLA member companies were
shareholders of NPC.”

(Opp’n Br. at 4)

Following the merger, AMQST began using NTLA to compete
with TRALA, a development Vroom believed created a conflict of
interest for Clark and Brown, as both were Directors of TRALA
and held leadership positions with AMQST/NTLA.
31-32)

(Vroom Aff. ¶¶

His concern intensified when AMQST began holding NTLA

conferences at times that conflicted with TRALA’s, thereby
diverting TRALA revenue. 4

(Vroom Aff. ¶¶ 22-26)

In an attempt to resolve the parties’ concerns, TRALA held
a meeting in February 2009 in Orlando, Florida with Vroom,
Brown, and several NTLA representatives.

(Defs.’ Stmts ¶ 26)

Vroom addressed his conflict of interest concerns and suggested
that NTLA change its leadership—a suggestion quickly rebuffed.
(Defs.’ Stmts. ¶ 30)

Vroom subsequently launched into an

expletive-laden tirade, for which he apologized the following
day.

(Defs.’ Stmts ¶¶ 32-33)

TRALA’s counsel circulated a

memorandum following the meeting restating Vroom’s concerns.
(Opp’n Br., Ex. 24) 5

4 Vroom also began receiving reports from industry suppliers that AMQST was
pressuring them to transfer their financial support from TRALA to NTLA and/or
AMQST. (Vroom Aff. ¶ 28)
5 TRALA’s counsel, Richard P. Schweitzer, Esq., wrote:
[I]t is my opinion that NTLS has business interests that are in
direct competition with many of TRALA’s core activities, and NTLS’s
pursuit of its interests has generated and is likely to continue

4

Following the meeting, Clark spoke with other AMQST Board
Members about seeking Vroom’s dismissal.
Aff. ¶¶ 29-30)

(Vroom Aff. ¶ 42; Riha

Clark proposed informing the Chairman of TRALA

that AMQST would leave TRALA if Vroom was not dismissed.

(Id.)

On March 5, 2009, NTLA circulated a memorandum to its
members stating the NTLA Board of Directors had voted to resign
from TRALA effective March 31, 2009.

(Defs.’ Stmts ¶ 38)

The

memorandum did not reference Vroom, although it did state the
resignation was due to a “controversy” the parties were unable
to rectify.

(Id.)

On March 9, 2009, TRALA’s counsel disseminated a response,
stating TRALA “remain[s] very concerned about the impact on
TRALA . . . by certain AMQST/NTL[A] representatives.”

(Opp’n

Br., Ex. 47)
On March 25, 2009, representatives of NTLA met with TRALA’s
Board of Directors at the Dallas-Fort Worth Airport to again
address the situation.

(Defs.’ Stmts ¶ 46)

During the meeting,

representatives of NTLA, including Clark and Brown, “explained
the concerns they had with Vroom’s performance . . . [and]
explained that NTL[A] intended to resign from TRALA if it

generating substantial competitive harm to TRALA. Thus, any member
of TRALA’s Board of Directors who also serves as an officer or
director of NTLS or its owner or affiliates would appear to have a
conflict of interest that should be addressed by revising TRALA’s
Board policies.
(Opp’n Br., Ex. 24)

5

continued to employ Vroom.”

(Vroom Aff. ¶ 52)

extend its membership on a monthly basis.

NTLA agreed to

(Defs.’ Stmts ¶¶ 42,

43)
With Vroom’s dismissal not forthcoming, NTLA resigned from
TRALA effective June 1, 2009.

(Defs.’ Stmts ¶ 48)

Between June 15 and June 30, 2009, Clark and others asked
staff members to make phone calls to each of the NTLA members to
convince them not to remain in TRALA as independent members in
light of NTLA’s resignation.

(Riha Aff. ¶ 29)

Vroom was terminated July 8, 2009.

(Defs.’ Stmts ¶ 51)

At

the time, neither AMQST, BNL, nor NTLA were affiliated with
TRALA.

(Defs.’ Stmts ¶ 51)

Soon after his dismissal, Plaintiff commenced a bevy of
actions against several different defendants before the American
Arbitration Association, Virginia state court, and the District
of New Jersey. 6

6

Plaintiff first filed an arbitration against TRALA before the American
Arbitration Association (“AAA”), alleging breach of contract and wrongful
termination. (Defs.’ Stmts. ¶ 62) Plaintiff then sued Brown and Clark in
Virginia State Court, alleging that the two conspired to tortiously interfere
with his employment and defame him. (Defs.’ Stmts ¶ 63)
The court dismissed the action, holding that Vroom was required to
arbitrate those claims with the ongoing AAA arbitration because TRALA was an
indispensable party. (Id. ¶ 64) After his motion for reconsideration was
denied, Plaintiff filed a second arbitration against Brown and Clark, and
added the instant corporate defendants, BNL and AMQST. (Defs.’ Stmts ¶ 65)
The corporations moved to dismiss the newly filed arbitration on the
grounds they were not parties to a contract requiring arbitration nor
defendants in the dismissed Virginia state court action. (Defs.’ Stmts ¶ 68)
Vroom consented to the dismissal and consequently filed his initial complaint
in the instant action. (Dkt. No. 1)

6

Plaintiff filed the instant Amended Complaint August 30,
2011, (Dkt. No. 3), and Defendants moved to dismiss December 29,
2011.

(Dkt. No. 12)

Defendants’ motion pursuant to Fed. R.

Civ. P. 12(b)(6) on res judicata grounds was denied with
prejudice.

(Dkt. No. 18)

Defendants’ motions to dismiss under

Rules 12(b)(2) and 12(b)(3) were denied without prejudice.
(Id.)
During discovery, Vroom sought “written discovery” but did
not notice any depositions.

(Br. for Sanctions at 8)

After the

close of discovery, Defendants brought the instant motion.

II.
Summary judgment is proper 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.”

Fed. R. Civ. P.

56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322
(1986).

In deciding a motion for summary judgment, the Court

must construe the facts and inferences in a light most favorable

AAA consolidated Vroom’s claims against TRALA, Brown, and Clark, on
August 30, 2011. (Defs.’ Stmts ¶ 71) With the instant action pending, Vroom
moved to dismiss the arbitral claims without prejudice. (Defs.’ Stmts ¶ 74)
Arbitrator M. Bruce Wallinger denied the motion. (Nov. 22, 2011 Wallinger
Order at 3-4) Wallinger directed Vroom to dismiss Clark and Brown from the
arbitration with prejudice or present his tortious interference claim in
arbitration. (Defs.’ Stmts ¶ 76) Vroom consequently moved to dismiss with
prejudice all claims against Clark and Brown on December 14, 2011, and the
individuals were dismissed the next day. (Defs.’ Stmts ¶ 78)
To the Court’s knowledge, Vroom has not been successful on a single
action.

7

to the non-moving party.

Pollock v. Am. Tel. & Tel. Long Lines,

794 F.2d 860, 864 (3d Cir. 1986).
“‘With respect to an issue on which the non-moving party
bears the burden of proof, the burden on the moving party may be
discharged by ‘showing’ – that is, pointing out to the district
court – that there is an absence of evidence to support the
nonmoving party’s case.’”

Conoshenti v. Public Serv. Elec. &

Gas, 364 F.3d 135, 145-46 (3d Cir. 2004) (quoting Celotex, 477
U.S. at 323).

The role of the Court is not “to weigh the

evidence and determine the truth of the matter, but to determine
whether there is a genuine issue for trial.”
Liberty Lobby, Inc., 477 U.S. 242, 249 (1986).

Anderson v.
“Only disputes

over facts that might affect the outcome of the suit under the
governing law will properly preclude the entry of summary
judgment.”

Id. at 249.

III.
To prevail on a claim for tortious interference with an
existing contractual relationship, a plaintiff must prove: (1)
an existing contractual relationship; (2) defendants’ knowledge
of both the existing contractual relationship and plaintiff’s
reasonable expectation of economic benefit; (3) intentional
interference; (4) the malicious nature of the intentional
interference; and (5) actual damages resulting from the
8

interference.

Printing Mart-Morristown v. Sharp Electronics

Corp., 563 A.2d 31, 37 (1989). 7
Defendants argue that Vroom has failed to produce any
evidence probative of malicious interference.

The Court agrees.

Plaintiff contests that Defendants interfered by “us[ing]
economic threats” consisting of “withdrawal and cessation of
significant financial benefits” to “try and influence TRALA
members to terminate plaintiff.”

(Opp’n Br. at 12)

Plaintiff

adds that such threats, combined with Defendants’ competition
with TRALA through NTLA, renders their conduct unlawful.
Yet Plaintiff cites no legal authority to support his
conclusion of unlawfulness, and the vast weight of New Jersey
precedent requires holding otherwise.
When determining whether a defendant’s interference was
sufficiently wrongful, New Jersey courts look to both the
subjective intent of the alleged tortfeasor and the means
utilized.

Lamorte Burns & Co., Inc. v. Walters, 167 N.J. 285,

306-07 (2001).

The conduct, taken as a whole, must be both

“injurious and transgressive of generally accepted standards of
common morality or of law.”

Harper-Lawrence Inc., v. United

Merchants and Mfrs., Inc., 261 N.J.Super. 554, 568 (App. Div.

7

The parties agree that there is no “discernable material difference” between
the laws of New Jersey and Virginia and that New Jersey law should apply.
(Br. at 18, n. 79; Opp’n Br. at 10, n. 2)

9

1993); Lamorte Burns & Co., 167 N.J. at 306 (“Often it is stated
that the relevant inquiry is whether the conduct was sanctioned
by the ‘rules of the game,’ for where a plaintiff’s loss of
business is merely the incident of healthy competition, there is
no compensable tort injury.”)

“[I]n tortious interference cases

involving parties in direct competition in the same market, the
line [of illegality] must be drawn where one competitor
interferes with another’s economic advantage through conduct
which is fraudulent, dishonest, or illegal.”

Ideal Dairy Farms,

Inc. v. Farmland Dairy Farms, Inc., 282 N.J.Super. 140, 205
(App. Div. 1995).
Nothing in the instant record is probative of such wrongful
conduct.
Rather, the record indicates that Defendants were important
members of TRALA who were disturbed by Vroom’s interference in
AMQST and NTLA operations.

Leveraging their influence within

the association, they sought and advocated for a change in TRALA
leadership, threatening to leave if a change was not made.
such change was not forthcoming, they resigned.

When

Their “economic

threats” consisted of withholding their own dues, a threat they
were well within their rights to make.
Such conduct simply does not transgress “generally accepted
standards of common morality or of law.”

Harper-Lawrence Inc.,

261 N.J.Super. at 568; cf. Zippertubing Co. v. Telflex Inc., 757
10

F.2d 1401 (3d Cir. 1985) (finding tortious interference where
defendants misappropriated information of a nearly completed
transaction for their own benefit and to the exclusion of
plaintiff).
Even if the Court were to assume that Defendants succeeded
in bringing about Vroom’s dismissal by a nefarious abuse of
Clark and Brown’s positions with TRALA, an assumption
unsupported by Plaintiff’s evidence, the record indicates that
the two had resigned from TRALA prior to Vroom’s dismissal.
(Defs.’ Stmts ¶ 51; Pl.’s Stmts ¶ 51 8)

Consequently, it is clear

that the cause of Vroom’s dismissal was TRALA’s desire to
appease AMQST and NTLA, not the breach of Clark and Brown’s
fiduciary duties.
In sum, Defendants voiced their displeasure with Vroom,
sought his dismissal, and exited TRALA when his dismissal was
not forthcoming.
Loyalty (1970).

See generally A.O. Hirschman, Exit, Voice, and
This is conduct the law clearly allows.

8 In his response to Statement ¶ 51, Plaintiff wrongfully attempts to use a
filing of Clark and Brown’s in the Virginia state court action as an
affirmative admission of liability—an attempt the Court rejects.
As noted supra, Clark and Brown successfully moved to dismiss Vroom’s
Virginia state court action. (See Opp’n Br., Ex. 3) As is required at the
motion to dismiss stage, Clark and Brown’s moving brief therein recited the
facts alleged by Plaintiff in his complaint. (Id. at 2-3) In his opposition
brief to the instant motion, Vroom cited this recitation as evidence of
unlawfulness. (Pl.’s Responses ¶ 51 (“[I]n papers submitted in Alexandria,
Virginia Circuit Court, Clark and Brown affirmatively stated that they
participated in ending Vroom’s employment with TRALA.” Statement of Facts,
pages 2-3) The Court rejects Plaintiff’s efforts to both misstate
Defendants’ writings and deceive the Court.

11

Accordingly, Defendants’ summary judgment motion will be
granted. 9

IV.
For the reasons stated above, Defendants’ motion for
summary judgment will be granted.

An appropriate order

accompanies this opinion.

Date: January _23_, 2014

__/s/ Joseph E. Irenas____________
Hon. Joseph E. Irenas
Senior United States District Judge

9 Because Plaintiff’s substantive cause of action is dismissed, the ancillary
claim of conspiracy is also dismissed. Sandone v. Diana, 2012 WL 5869580, *3
(N.J.Super.A.D. Nov. 21, 2012) (affirming the Law Division’s dismissal of
civil conspiracy because “there [wa]s no independent cause of action against”
defendants).

12