Kelly v. Bloom et al
Filing
35
MEMORANDUM and ORDER granting in part and denying in part 10 15 Motions to Dismiss; - Pocono Charter Dfts' motion to dismiss is GRANTED re Counts IV and VIII; and DENIED re Counts I, II, III, V, VII, and IX; and Shawnee's motion to dismiss is DENIED re Counts VI and X. Signed by Honorable James M. Munley on 2/9/12 (sm, )
UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
MARION O. KELLY,
Plaintiff
:
3:11cv928
:
:
(Judge Munley)
:
:
v.
:
:
DENNIS BLOOM; POCONO MOUNTAIN
:
CHARTER SCHOOL, INC.;
:
SHAWNEE TABERNACLE CHURCH, INC.; and :
JASMINE TOWNS,
:
KIM BOXLEY,
:
FRANCES ALEMAN,
:
EUGENE VAN HORN,
:
LISA BANSA, individually and as members of
:
POCONO MOUNTAIN CHARTER SCHOOL, INC. :
BOARD OF TRUSTEES,
:
Defendants
:
::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::
MEMORANDUM
Before the court for disposition are the defendants’ motions to
dismiss the complaint. (Docs. 10, 15). The motions have been fully
briefed and are ripe for disposition. For the following reasons, defendants’
motions will be granted in part and denied in part.
Background1
In the 2010-11 academic year, plaintiff served as the Director of
Operations for Pocono Mountain Charter School, Inc. (hereafter “Pocono
Charter”). (Compl. ¶ 8 (Doc. 1)). A “Teacher Employment Agreement”
governs the terms and conditions of her employment as Director.2 (Id.)
We recite the facts as set forth in plaintiff’s complaint because we
are ruling on motions to dismiss. However, we make no ruling at this time
as to whether the allegations are true or false.
1
Plaintiff asserts that the Teacher Employment Agreement is subject
to a Confidentiality Agreement and therefore did not attach it to the
2
For several years, Defendant Dennis Bloom (hereafter “Bloom”) acted as
the Chief Executive Officer (hereafter “CEO”) of Pocono Charter. (Id. ¶ 7).
In December 2010, Bloom approached plaintiff and informed her of his
plan to resign. (Id. ¶ 10). Bloom offered plaintiff the CEO position subject
to ratification by Pocono Charter’s Board of Trustees (hereafter
“Trustees”). (Id.) Plaintiff accepted.
Plaintiff alleges Pocono Mountain School District initiated an
administrative action against Pocono Charter seeking revocation of its
charter. (Id. ¶ 11). One of the primary issues raised by the School District
was the dual role Defendant Bloom played as CEO of Pocono Charter and
President of Shawnee Tabernacle Church (hereafter “Shawnee”). Plaintiff
claims that the School District was concerned about the muddling of rights
and responsibilities between the two entities. (Id.) Plaintiff asserts that the
administrative action prompted Bloom’s resignation and plaintiff’s possible
appointment as CEO. (Id. ¶¶ 11-12).
In January 2011, the Trustees were presented with plaintiff’s contract
at a board meeting and in February 2011 at an executive committee
meeting. (Id. ¶ 15). Plaintiff claims Defendant Bloom induced the Trustees
to “table” discussions. (Id.) Despite not yet having a ratified contract,
plaintiff began fulfilling the duties of CEO. Plaintiff’s contract as Director of
Operations was not terminated or modified. (Id. ¶ 13). Plaintiff’s salary
increased from $70,000 to $92,500. (Id.) Immediately prior to Defendant
Bloom’s resignation as CEO he received in excess of $150,000
complaint. (Compl. ¶ 8 (Doc. 1)). The court directed the plaintiff to file the
agreement so we may review it in camera. (Doc. 25). Plaintiff filed a copy
of the contract, which was received on December 27, 2011. (Doc. 28).
2
compensation. (Id. ¶ 14).
Defendant Bloom interfered with plaintiff’s duties as CEO. (Id. ¶ 16).
Plaintiff claims Defendant Bloom expected plaintiff would act as a
figurehead CEO while he continued to make all decisions concerning
Pocono Charter’s operations. (Id.) In January 2011, plaintiff insisted that
Bloom’s wife’s office at Pocono Charter be used by the school to facilitate
an upcoming Federal Title I Audit. (Id. ¶ 17). Bloom informed plaintiff that
his office, his wife’s office and the adjoining suite could not be used by the
school, even though the office spaces are included in the school’s property
lease. (Id.) Plaintiff claims neither Bloom, nor Mrs. Bloom, held any
position as employee, officer or trustee of Pocono Charter at that time.
(Id.)
Several other office disputes occurred between plaintiff and Bloom
involving Bloom’s use of the school vehicle, snow clearing and advance
rent. (Id. ¶ 18). Plaintiff alleges these disputes prompted Bloom to
conspire with the Trustees in failing to ratify plaintiff’s appointment as CEO.
(Id.) Plaintiff’s contract as CEO was never ratified. On February 14, 2011,
the Trustees terminated plaintiff’s employment with Pocono Charter. (Id.)
On May 13, 2011, plaintiff filed the instant complaint. (Doc. 1).
Plaintiff names the following defendants: Pocono Charter; the Board of
Trustees, as members and individually; Dennis Bloom; and Shawnee
Tabernacle Church. Among the ten counts in her complaint, plaintiff
asserts four causes of action: (1) violation of the Equal Pay Act (Count I);
(2) breach of employment contract (Count II); (3) intentional interference
with plaintiff’s existing contract as Director of Operations (Count III, IV, V,
VI); and (4) intentional inference with plaintiff’s prospective contract as
3
CEO (Count VII, VIII, IX, X).
Plaintiff seeks her unpaid wages, liquidated damages, reasonable
attorney’s fees and costs from Pocono Charter. (Compl. ¶ 20 (Doc. 1)).
She asserts $24,230.79 plus interest and costs in lost compensation as
Director of Operations. (Id. ¶ 21). Plaintiff also seeks compensatory
damages against Pocono Charter, Trustees, Bloom and Shawnee. (Id. ¶¶
23-30).
On July 13, 2011, Shawnee filed a motion to dismiss.3 (Doc. 10).
Pocono Charter, the Trustees and Bloom (collectively the “Pocono Charter
Defendants”) filed a separate motion to dismiss on July 25, 2011. (Doc.
15). After the parties briefed the issues, the court held oral argument,
bringing the case to its present posture.
Jurisdiction
As this case is brought pursuant to the Equal Pay Act provision of the
Fair Labor Standards Act, 29 U.S.C. § 206(d)(1), this court has jurisdiction
under 28 U.S.C. § 1331 (“The district courts shall have original jurisdiction
of all civil actions arising under the Constitution, laws, or treaties of the
United States.”). This court has supplemental jurisdiction over plaintiff's
state law claims pursuant to 28 U.S.C. § 1367(a) (“[I]n any civil action of
which the district courts have original jurisdiction, the district courts shall
have supplemental jurisdiction over all other claims that are so related to
claims in the action within such original jurisdiction that they form part of
the same case or controversy under Article III of the United States
The court granted Anders & Masington, LLC’s motion to withdraw
its appearance on behalf of Defendant Bloom and dismissed the 12(b)(6)
motion filed by the firm on behalf of Bloom as being moot. (Doc. 21).
3
4
Constitution.”).
Legal Standard
A 12(b)(6) motion tests the sufficiency of the complaint’s allegations.
Granting the motion is appropriate if, accepting as true all the facts alleged
in the complaint, the plaintiff has not pleaded “enough facts to state a claim
to relief that is plausible on its face,” or put another way, “nudged [his or
her] claims across the line from conceivable to plausible.” Bell Atlantic
Corp. v. Twombly, 550 U.S. 544, 570 (2007). The Third Circuit interprets
Twombly to require the plaintiff to describe “enough facts to raise a
reasonable expectation that discovery will reveal evidence of” each
necessary element of the claims alleged in the complaint. Phillips v. Cnty.
of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008) (quoting Twombly, 550 U.S.
at 556). Moreover, the plaintiff must allege facts that “justify moving the
case beyond the pleadings to the next stage of litigation.” Id. at 234-35.
In relation to Federal Rule of Civil Procedure 8(a)(2), the complaint
need only provide “‘a short and plain statement of the claim showing that
the pleader is entitled to relief,’ in order to ‘give the defendant fair notice of
what the . . . claim is and the grounds upon which it rests . . . . ” Twombly,
550 U.S. at 555 (citation omitted). “[T]he factual detail in a complaint
[cannot be] so undeveloped that it does not provide a defendant the type of
notice of claim which is contemplated by Rule 8.” Phillips, 515 F.3d at 232
(citation omitted). “Rule 8(a)(2) requires a ‘showing’ rather than a blanket
assertion of an entitlement to relief.” Id.
The issue is whether the facts alleged in the complaint, if true,
support a claim upon which relief can be granted. In deciding a 12(b)(6)
motion, the court must accept as true all factual allegations in the
5
complaint and give the pleader the benefit of all reasonable inferences that
can fairly be drawn therefrom. Kanter v. Barella, 489 F.3d 170, 177 (3d
Cir. 2007) (citation omitted). However, “we are not bound to accept as true
a legal conclusion couched as a factual allegation.” Ashcroft v. Iqbal, 556
U.S. 662, 129 S. Ct. 1937, 1949-50 (2009) (internal quotations omitted).
To decide a motion to dismiss, a court must consider only the
allegations in the complaint, exhibits attached to the complaint, matters of
public record and documents that form the basis of a claim. See Mayer v.
Belichick, 605 F.3d 223, 230 (3d Cir. 2010); In re Burlington Coat Factory
Sec. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997).
Discussion
The Pocono Charter Defendants and Defendant Shawnee filed
separate motions to dismiss challenging the claims asserted in the
complaint. The court will address each of plaintiff’s causes of action in
turn.
1. Violation of the Equal Pay Act
Plaintiff claims that Pocono Charter, in violation of the Equal Pay Act,
paid her at a lesser rate than Bloom, an employee of the opposite sex, for
the position of CEO. The Equal Pay Act, a provision of the Fair Labor
Standards Act, prohibits employers from discriminating between
employees on the basis of sex in paying wages for jobs requiring equal
skill, effort and responsibility under similar working conditions. 29 U.S.C. §
206(d).
The Pocono Charter Defendants argue Pocono Charter is not
plaintiff’s employer, and thus not a proper defendant under the Equal Pay
Act claim. Pursuant to Pennsylvania Charter School Law, the Board of
6
Trustees, not the school, “shall have the authority to employ, discharge
and contract with necessary professional and nonprofessional employes
subject to the school’s charter and the provisions of this article.” 24 PA.
CONS. STAT. ANN. § 17-1716-A(a). Defendants argue this claim should be
dismissed for failure to state a claim against Pocono Charter, as such a
claim should be made against the Trustees.
We agree with plaintiff that Pocono Charter was plaintiff’s employer
and the proper defendant under an alleged Equal Pay Act violation. While
the Trustees may possess the general authority to employ, discharge and
contract with employees, they do so on behalf of Pocono Charter, as
Pocono Charter’s acting agent. Under Pennsylvania Charter Law, a
charter school possesses the powers necessary or desirable for carrying
out its charter, including the power to “[s]ue and be sued, but only to the
same extent and upon the same condition that political subdivisions and
local agencies can be sued.” 24 PA. CONS. STAT. ANN. § 17-1714-A-(a)(2).
Individuals employed by a State, political subdivision of a State, or an
interstate governmental agency are covered by the Equal Pay Act. 29
U.S.C. § 203(e)(2)(C). Accordingly, we find that plaintiff may bring suit
against Pocono Charter as her employer under the Equal Pay Act.
Pocono Charter Defendants also cite to the Pennsylvania Charter
Law regarding tort liability in support of their argument that the Trustees
possess the ultimate authority regarding the operation of the school. The
section provides, “[f]or purposes of tort liability, employes of the charter
school shall be considered public employes and the board of trustees shall
be considered the public employer in the same manner as political
subdivisions and local agencies.” 24 PA. CONS. STAT. ANN. § 17-1727-A.
7
However, the next sentence of the provision states, “The board of trustees
of a charter school and the charter school shall be solely liable for any and
all damages of any kind resulting from any legal challenge involving the
operation of a charter school.” Id. (emphasis added); see also Warner ex
rel. Warner v. Lawrence, 900 A.2d 980, 984 -85 (Pa. Commw. Ct. 2006)
(“Section 1714–A provides how a charter school can be sued under the
[Charter School Law], while Section 1727–A identifies who at a charter
school can be sued . . . .”). We find that Pocono Charter may be sued for
the legal challenge involving the operation of the school, such as employee
compensation. Therefore, we will deny defendants’ motion to dismiss the
Equal Pay Act claim on those grounds.
The Pocono Charter Defendants also challenge the sufficiency of
plaintiff’s allegations under the Equal Pay Act claim. They argue plaintiff
failed to identify any facts to support the contention that she was paid less
as CEO based on her sex. We disagree.
The court follows a two-step burden-shifting framework when
addressing an alleged Equal Pay Act violation. Stanziale v. Jargowsky,
200 F.3d 101, 107 (3d Cir. 2000). “The plaintiff must first establish a prima
facie case by demonstrating that employees of the opposite sex were paid
differently for performing ‘equal work’ –work of substantially equal skill,
effort and responsibility, under similar working conditions.” Id. (citing
E.E.O.C. v. Del. Dept. of Health & Soc. Serv., 865 F.2d 1408, 1413-14 (3d
Cir. 1989)). The burden of persuasion then shifts to the employer to
demonstrate the applicability of one of the four affirmative defenses
specified in the Act. Id. At a motion to dismiss stage, we will only consider
whether plaintiff has sufficiently pled a prima facie case for a violation of
8
the Equal Pay Act.
Plaintiff alleges she was paid less than Bloom, an employee of the
opposite sex. (Compl. ¶ 20 (Doc. 1)). She claims she was paid $92,500,
while Bloom was paid in excess of $150,000. (Id. ¶¶ 13, 14). Plaintiff
fulfilled the very same position as Bloom, the position of CEO. There is no
indication that plaintiff’s duties or responsibilities differed from Bloom’s.
Based on the allegations in the complaint, we find that the plaintiff has pled
sufficient facts to raise a reasonable expectation that discovery will reveal
enough evidence to establish a prima facie case under the Equal Pay Act.
Accordingly, the motion to dismiss Count I of the complaint will be denied.
2. Breach of Employment Contract
Plaintiff alleges Pocono Charter improperly and without reason
terminated her employment as Director of Operations in violation of her
employment contract. The Teacher Employment Agreement, which
governs the terms of her employment as Director of Operations, provides
that plaintiff would be terminated for reasons that are considered “just
cause.” (Employ. Agreem. ¶ 8 (Doc. 28)). The Pocono Charter
Defendants again argue that Pocono Charter is not plaintiff’s employer,
rather the Trustees have the power to terminate plaintiff’s employment, and
therefore, plaintiff’s claim should be dismissed for failure to state a claim.
The court finds Pocono Charter was the plaintiff’s employer when she
was employed as the Director of Operations. The Agreement clearly
states, “‘Pocono Mountain Charter School ‘PMCS” (the ‘Employer’
specified in the Pocono Mountain Charter School Teacher’s Handbook)
will employ Marion Kelly as Director of Operations for the 2010/2011
academic year . . . .” (Id. ¶ 1) (emphasis in original). Pocono Charter is
9
named as plaintiff’s employer under the Director of Operations employment
contract and is the proper defendant under the breach of contract claim.
As stated above, we find that the Board of Trustees, while having the
power to contract with employees, is not plaintiff’s employer. This is further
demonstrated by the fact that Pocono Charter is named as the employer in
the employment contract. Therefore, we will examine the sufficieny of
plaintiff’s breach of contract claim as it relates to Pocono Charter.
To state a breach of contract claim in Pennsylvania, plaintiff must
allege “(1) the existence of a contract, including its essential terms, (2) a
breach of a duty imposed by the contract and (3) resultant damages.”
Ware v. Rodale Press, Inc., 322 F.3d 218, 225 (3d Cir. 2003) (citing
CoreStates Bank, N.A. v. Cutillo, 723 A.2d 1053, 1058 (Pa. Super.
Ct.1999)).
We find plaintiff sufficiently alleged a breach of contract claim. She
alleged the existence of a contract with Pocono Charter–the employment
contract as “Director of Operations.” (Compl. ¶ 8 (Doc. 1)). Plaintiff
supplied the court with a copy of that agreement, which included the
essential terms of the contract. (Doc. 28). Plaintiff alleged that Pocono
Charter improperly and without reason terminated her contract as Director
of Operations. (Compl. ¶ 21 (Doc. 1)). Plaintiff also seeks damages for
loss of her bi-weekly compensation for nine pay periods. (Id.) Finding
allegations alleged in the complaint sufficient, the Pocono Charter
Defendants’ motion to dismiss the breach of contract claim in Count II will
be denied.
3. Intentional Interference with Existing and Prospective Contractual
Relations
10
Plaintiff claims defendants intentionally interfered with both her
existing contract as Director of Operations and her prospective contract as
CEO. All defendants move to dismiss these claims.
The Pennsylvania Supreme Court has expressly adopted the
definition of intentional interference with existing or prospective contract as
provided in the Restatement (Second) of Torts. Crivelli v. Gen. Motors
Corp., 215 F.3d 386, 394 (3d Cir. 2000); RESTATEMENT (SECOND) OF TORTS
§§ 766-67 (1979). Plaintiff must establish the following elements:
(1) the existence of a contractual relationship
between the complainant and a third party; (2) an
intent on the part of the defendant to harm the
plaintiff by interfering with that contractual
relationship; (3) the absence of privilege or
justification on the part of the defendant; and (4) the
occasioning of actual damage as a result of
defendant's conduct.
Crivelli, 215 F.3d at 394. When asserting a claim of interference with a
prospective contract, plaintiff must also demonstrate a reasonable
likelihood or probability that the contract would have come into existence
absent defendant’s interference. Acumed LLC v. Advanced Surgical
Servs., Inc., 561 F.3d 199, 213 (3d Cir. 2009) (internal quotation omitted).
To establish an interference claim, there must be a contract between
complainant and a party other than the defendant in a lawsuit. See Nix v.
Temple Univ., 596 A.2d 1132, 1137 (Pa. Super. Ct. 1991); Daniel Adams
Assocs., Inc. v. Rimbach Pub., Inc., 519 A.2d 997, 1000 (Pa. Super. Ct.
1987) (“Essential to a right of recovery . . . is the existence of a contractual
relationship between the plaintiff and a ‘third person’ other than the
defendant”); Mele v. TSE Systems, No. 09-174, 2010 WL 3075741, *4
(E.D. Pa. Aug. 5, 2010) (“A claim for intentional interference with
contractual relations must involve three parties: the plaintiff, the alleged
11
tortfeasor, and a third party.”). Simply stated, a party cannot interfere with
its own contract.
Because a corporation acts through its agents and officers, such
agents and officers are not liable for interference with a corporate contract
when acting in their official capacities. Wagner v. Tuscarora School Distr.,
No. Civ.A. 1:04-CV-1133, 2006 WL 167731, *12 (M.D. Pa. Jan. 20, 2006)
(citing Killian v. McCulloch, 850 F. Supp. 1239, 1251 (E.D. Pa. 1994));
Avins v. Moll, 610 F. Supp. 308, 318 (E.D. Pa.1984) (finding the
overwhelming weight of authority in Pennsylvania is that a corporate
officer, director, trustee or other management level agent is not personally
liable for tortious interference.). A corporate agent may, however, be liable
for inducing breach of contract if their “sole motive in causing the
corporation to breach a contract is actual malice directed toward the
plaintiff, or the individual’s conduct is against the interest of the
corporation.” Avins, 610 F. Supp. at 318 (emphasis in original).
These corporate agency principals are equally applicable within a
school district context. In Ruder v. Pequea Valley School District, the court
held that a school district employee, agent or member of the School Board
cannot tortiously interfere with an employment contract because when
acting in their official capacity they are not “third parties.” 790 F. Supp. 2d
377, 395 (E.D. Pa. 2011); see also Wagner, 2006 WL 167731, *12-13
(applying corporate agency principals to school district employment
contracts). Similar to corporations, a school district employee or agent
may be liable for inducing a breach of a school employment contract if they
acted with actual malice or against the school district’s interest. Ruder,
790 F. Supp. 2d at 395.
12
The Pocono Charter Defendants and Defendant Shawnee move to
dismiss plaintiff’s interference claims. At oral argument, plaintiff’s attorney
conceded that plaintiff may not assert an interference claim against
Pocono Charter, as it is a party to her employment contracts. (Oral Arg.
Trans. at 24, L. 15-19). Therefore, we will grant defendants’ motion to
dismiss with regard to the interference claims asserted against Pocono
Charter under Counts IV and VIII. The remaining defendants, the
Trustees, Bloom and Shawnee Tabernacle Church, each raise different
arguments in support of their motions to dismiss the contractual
interference claims. The court will address the claims as they relate to
each defendant.
A. Defendant Trustees and Bloom
Defendants argue plaintiff cannot assert contractual interference
claims against the Trustees and Bloom because she cannot satisfy the
requirement of a third party contractual relationship. Defendants argue
that the Board of Trustees has the authority to employ, discharge and
contract with employees, therefore the Trustees are a party to plaintiff’s
contract and cannot interfere with it. They also argue that Bloom, as an
agent of Pocono Charter, cannot interfere with his principal’s contract.
We agree with defendants in part and find that both the Trustees and
Bloom are agents of Pocono Charter. This court has already determined
that Pocono Charter, not the Trustees, is the plaintiff’s employer under the
Director of Operations employment contract and presumably would have
also been plaintiff’s employer under the CEO employment contract had it
been ratified by the Trustees. The Trustees are agents of Pocono Charter
and act on the school’s behalf.
13
We also find that Bloom was an agent of Pocono Charter. At the
motion to dismiss stage, the court takes all the allegations alleged in the
complaint as true. See Kanter, 489 F.3d at 177. In the complaint, plaintiff
alleged that Defendant Bloom was an agent of Pocono Charter when he
interfered with her existing and prospective contracts. She also claims that
Bloom continued to dictate the operations of the school even after he had
resigned as CEO. Based on these allegations, we find that Bloom was
acting as an agent of Pocono Charter at the time of the contractual
interferences.4
As both the Trustees and Bloom were agents of Pocono Charter, the
issue then becomes whether plaintiff sufficiently pled that they acted with
actual malice or contrary to the interests of the school. See Ruder, 790 F.
In the complaint, plaintiff asserts that Bloom was an agent of
Pocono Charter. (Compl. ¶¶ 24, 28 (Doc. 1)). In her brief in opposition to
Pocono Charter’s motion to dismiss, plaintiff claimed that Bloom was not
an agent of Pocono Charter, because he was not an employee, officer or
trustee of Pocono Charter. (Pl.’s Br. In Opp to Pocono Charter Mot. to
Dismiss at 11 (Doc. 19)). At the oral argument, plaintiff’s attorney
acknowledged that the complaint alleges that Bloom was an agent,
however, in applying Avins v. Moll to the present case, argued that Bloom
was not a management level agent and therefore could be liable as an
individual. (Oral Arg. Trans. at 23, L. 4-10). The court is not persuaded by
any of plaintiff’s arguments based upon facts submitted subsequent to the
submission of the complaint. At a motion to dismiss, we take the
allegations in the complaint as true. See Kanter, 489 F.3d at 177.
Therefore, we find that Bloom was an agent of Pocono Charter at the time
of the interference and, based on the allegations in the complaint, Bloom
was a management level agent. We note, as we will further explain in this
memorandum, Bloom’s status as an agent of Pocono Charter does not
necessary limit his liability under the contractual interference claims. See
Avins, 610 F. Supp. at 318; Ruder, 790 F. Supp. 2d at 395.
4
14
Supp. 2d at 395. After carefully reviewing the facts in the complaint, we
find that the allegations amount to evidence of either motive and plaintiff
sufficieny pled that the defendants actions, even as agents of Pocono
Charter, interfered with plaintiff’s contracts.
Plaintiff claims the Trustees and Bloom intentionally interfered with
plaintiff’s existing and prospective contractual relationship with Pocono
Charter. (Compl. ¶ 22, 25 (Doc. 1)). She claims Bloom induced her to
change positions from Director of Operations to CEO. (Id. ¶ 22). After
learning plaintiff would not act as a figurehead, Bloom attempted to
undermine her appointment. (Id.) Plaintiff alleges Bloom conspired with
the Trustees and directed them to fail to ratify plaintiff’s contract as CEO
and to terminate her employment in any capacity with Pocono Charter.
(Id.) Plaintiff’s CEO contract was never ratified. (Id. ¶ 18). The Trustee
terminated plaintiff’s employment as Director of Operations without
providing her with a reason in violation of her employment contract. (Id. ¶¶
8, 18).
There is sufficient evidence that the Trustees’ and Bloom’s sole
motive in their actions was actual malice towards the plaintiff or was
adverse to the school’s best interest. Therefore, we find plaintiff sufficiently
pled that defendants interfered with her contracts. Having satisfied the
elements of a contractual interference, the court will deny the Pocono
Charter Defendant’s motions to dismiss the intentional interference with
existing contract claims as they relate to the Trustees and Bloom under
Counts III and V of the complaint.
The court must lastly address the additional element under the
prospective interference claims. To establish an interference with
15
prospective contract claim, plaintiff has the burden of demonstrating a
“reasonable likelihood or probability” that the contract would have come
into existence absent defendant’s interference. Acumed, 561 F.3d at 213.
Courts have found that defining a prospective contractual relationship can
be difficult due to the uncertainty of the future. Phillips v. Selig, 959 A.2d
420, 428 (Pa. Super. Ct. 2008). “‘[T]he term has an evasive quality,
eluding precise definition. It is something less than a contractual right,
something more than a mere hope.’” Id. (quoting Thompson Coal Co. v.
Pike Coal Co., 412 A.2d 466, 471 (Pa. 1979)).
In the instant case, plaintiff claims she had a reasonable belief she
would receive the CEO contract because she was recommended to the
Trustees by the previous CEO, she acted in the CEO capacity even though
her contract had not yet been ratified and there were discussions before
the Trustees regarding the ratification. (Pl. Br. in Opp. to Shawnee’s Mot.
to Dismiss at 9 (Doc. 18)). Furthermore, plaintiff alleged Bloom induced
the Trustees to table discussions concerning the plaintiff’s contract and
later directed them not to ratify the CEO contract. (Compl. ¶¶ 15, 18 (Doc.
1)). Plaintiff demonstrated a reasonable likelihood she would have
received the contract absent Trustees’ or Bloom’s conduct. Accordingly,
we will deny the defendants’ motion to dismiss the interference with
prospective contractual relations claims as to the Trustees and Bloom
under Counts VII and IX of the complaint.
B. Defendant Shawnee Tabernacle Church
Plaintiff alleges that Shawnee Tabernacle Church, through its agent
Defendant Bloom, interfered with her contracts as Director of Operations
and her prospective contract as CEO. Plaintiff claims that Bloom was an
16
agent of both Pocono Charter and Shawnee Tabernacle Church. Plaintiff
avers that Bloom, in an attempt to preserve an improper church-state
relationship between Shawnee and Pocono Charter, interfered with her
contracts. (Id. ¶ 26, 30). Shawnee argues that plaintiff failed to sufficiently
allege an agency relationship between Bloom and Shawnee, therefore it
cannot be vicariously liable for Bloom’s alleged conduct. Shawnee also
contends that Bloom was not the President of Shawnee Tabernacle
Church.
In Pennsylvania, there are three basic elements necessary to
establish an agency relationship: (1) manifestation by a principal that an
agent shall act for the principal; (2) the agent’s acceptance of the
undertaking; and (3) the parties’ understanding that the principal is to be in
control of the undertaking. CGB Occupational Therapy, Inc. v. RHA Health
Serv, Inc., 357 F.3d 375, 385 n. 11 (3d Cir. 2004) (quoting Basile v. H & R
Block Inc.,761 A.2d 1115, 1120 (Pa. 2000)). The Third Circuit has allowed
for discovery before ruling on the existence of an agency relationship.
Jurimex Kommerz Transit G.M.B.H. v. Case Corp., 65 F. App'x 803, 808
(3d Cir. 2003) (citing Canavan v. Beneficial Fin. Corp., 553 F.2d 860, 865
(3d Cir. 1977) (“Because the existence of an agency relationship hinges
largely on the particular facts of each case, discovery was essential to the
preparation of an agency theory argument in this case.”)).
In the instant case, plaintiff alleged that Bloom was acting as the
President of Shawnee Tabernacle Church and CEO of Pocono Charter.
(Compl. ¶ 7 (Doc. 1)). Plaintiff alleges that Pocono Mountain School
District initiated an administrative action to revoke the school’s charter due
to Bloom’s dual role. (Id. ¶ 11). Plaintiff claims that the School District was
17
concerned about the muddling of rights and responsibilities between
Pocono Charter School and Shawnee Tabernacle Church. (Id. ¶ 11).
Based on the allegations contained in the complaint, we find that plaintiff
has alleged sufficient facts and we will allow for the plaintiff’s claim of an
agency relationship to proceed to discovery. Therefore, we will deny
Shawnee’s motion to dismiss the intentional interference with existing
contractual relations claim under Count VI.
Plaintiff also satisfies the additional element of interference with a
prospective contract. Our reasoning provided above as to plaintiff’s
reasonable expectation of receiving the CEO contract as it applied to
Defendant Trustees and Bloom is equally applicable here. Plaintiff
demonstrated a reasonable probability that she would have received the
CEO contract absent Defendant Bloom’s interference. As plaintiff alleged
that Bloom was acting as an agent of Shawnee Tabernacle Church at the
time of the interference, Shawnee may be liable for Bloom’s conduct.
Therefore, we will deny Shawnee Tabernacle Church’s motion to dismiss
the prospective contract claim under Count X.
Conclusion
For the reasons stated above, we will grant in part and deny in part
the defendants’ motions to dismiss. An appropriate order follows.
18
UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
MARION O. KELLY,
Plaintiff
:
3:11cv928
:
:
(Judge Munley)
v.
:
:
:
DENNIS BLOOM; POCONO MOUNTAIN
:
CHARTER SCHOOL, INC.;
:
SHAWNEE TABERNACLE CHURCH, INC.; and :
JASMINE TOWNS,
:
KIM BOXLEY,
:
FRANCES ALEMAN,
:
EUGENE VAN HORN and
:
LISA BANSA, individually and as members of
:
POCONO MOUNTAIN CHARTER SCHOOL, INC. :
BOARD OF TRUSTEES,
:
:
Defendants
:
::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::
ORDER
AND NOW, to wit, this 9th day of February 2012, the defendants’
motions to dismiss the plaintiff’s complaint are hereby GRANTED IN PART
and DENIED IN PART, as follows:
1. Pocono Charter Defendants’ motion to dismiss (Doc. 15) is
GRANTED with respect to Counts IV and VIII;
2. Pocono Charter Defendants’ motion to dismiss (Doc. 15) is
DENIED with respect to Counts I, II, III, V, VII, and IX; and
3. Shawnee’s motion to dismiss (Doc. 10) is DENIED with respect to
Counts VI and X.
BY THE COURT:
s/ James M. Munley
JUDGE JAMES M. MUNLEY
United States District Court
19
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