Morrison v. AccuWeather, Inc. et al
Filing
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MEMORANDUM (Order to follow as separate docket entry).Signed by Honorable Matthew W. Brann on 7/14/2015. (km)
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
JOHN W. MORRISON,
Plaintiff,
v.
ACCUWEATHER, INC;
BARRY MYERS;
and
VINCENT MCDONALD
Defendants.
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Civil Action No. 4:14-cv-0209
(Judge Brann)
MEMORANDUM
July 14, 2015
Defendants AccuWeather, Inc. (hereinafter “AccuWeather”), Barry Myers,
and Vincent McDonald, filed the instant motion to dismiss Count III of Plaintiff
John W. Morrison’s amended complaint for failure to state a claim upon which
relief can be granted pursuant to Rule 12(b)(6) of the Federal Rules of Civil
Procedure. Plaintiff’s amended complaint was filed in response to this Court’s
disposition of Defendants’ previous motion to dismiss, in which the Court
dismissed Plaintiff’s claim for fraudulent misrepresentation without prejudice for
failure to plead in accordance with Rule 9(b) of the Federal Rules of Civil
Procedure. Defendants now seek to dismiss this same count on the basis of the gist
of the action doctrine, the economic loss doctrine, and the parol evidence rule.
1
The Court retains diversity jurisdiction pursuant to 28 U.S.C. § 1332.
Consequently, Pennsylvania substantive law applies. See, e.g., Erie R. Co. v.
Tompkins, 304 U.S. 64, 91-92 (1938). For the following reasons, Defendants’
motion to dismiss is denied.
I. BACKGROUND
On February 6, 2014, Plaintiff John W. Morrison initiated the abovecaptioned civil action by filing a Complaint with this Court alleging breach of
contract, violations of Pennsylvania’s WPCL, fraudulent misrepresentation and
negligent misrepresentation.
This case arises from the employment relationship between Plaintiff John
Morrison and Defendant AccuWeather, Inc. On or about May 27, 2013, Plaintiff
received an unsolicited telephone call from an executive recruiter, Rick Linde,
informing Plaintiff of a job opportunity with Defendant AccuWeather, Inc., in
State College, Pennsylvania. Plaintiff was then employed as CFO of gen-E, a
market-leading information technology company located in California. Plaintiff
consequently conducted an interview via Skype with Mr. Linde and subsequently
traveled to New York City to meet with him in person.
As a result of these two favorable interviews, Plaintiff took part in an
exhaustive interview process with Defendants, including Defendant Vincent
McDonald, the Chief Human Resources Officer (hereinafter “CHRO”) and
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Defendant Barry Myers, the Chief Executive Officer (hereinafter “CEO”), for the
position of CFO of AccuWeather. This process included several telephone
interviews, a few in-person interviews, and a four-hour-long psychological profile
questionnaire, all of which spanned the course of several weeks. During one of the
telephone interviews with Defendant Myers, Plaintiff pointedly inquired as to Mr.
Myers’ plans for the future of AccuWeather, specifically the financial prospects of
the company and the long-range business plans for AccuWeather. Defendant
Myers assured Plaintiff that Defendants’ search was for a long-term CFO to
replace the current incumbent CFO as an agent to drive change and reform
AccuWeather’s financial policies and procedures from within the company and to
strengthen the company and its position in the competitive marketplace.
Throughout all of the interviews with Defendants McDonald and Myers,
both in-person and electronic/telephonic, Plaintiff stated and reiterated that in order
to uproot his family in a move to Pennsylvania and to forego his then-existing
employment relationship in California, Plaintiff needed security in a promise of
long-term employment. Defendants specifically assured Plaintiff that neither
Defendants’ leadership team nor Defendant AccuWeather’s shareholders were
considering sale, merger or other corporate transactions that could result in a
material change of control of Defendant AccuWeather. Furthermore, Defendants
repeatedly provided reassurance that their long-range business plans were
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consistent with Plaintiff’s repeated statements that he would only consider a longterm commitment to his engagement as CFO of Defendant AccuWeather.
On July 30, 2013, Defendants provided Plaintiff with an oral offer of
employment for the CFO position at AccuWeather. The oral offer provided for a
minimum term of employment of two years, an annual salary of $235,000 and
guaranteed bonuses of $115,000 for year one and $125,000 for year two. In
addition, the oral employment offer provided for 100,000 Class B stock options
during the first year, to be provided on the first day of employment and 150,000
Class B stock options during the second year, to be provided on the first
anniversary of the employment start date. Moreover, the oral offer included an
allowance for out-of-pocket and incidental costs of moving Plaintiff and his family
to Pennsylvania and payment for up to four months of temporary housing. Finally,
the oral offer provided for payment to Plaintiff if his employment was terminated
early due to a corporate change in control.
On July 31, 2013, Plaintiff accepted the offer of employment with the caveat
that his base salary would be changed to $250,000. On August 2, 2013, Plaintiff
received a written agreement which Defendants represented reflected the terms of
the oral employment offer.
In preparation for his move to Pennsylvania and in reliance on Defendants
representations regarding their long-term plans for the company, Plaintiff disposed
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of substantial and valuable electronic equipment as well as furniture and other
property, and he undertook substantial repairs and improvements to his California
residence to prepare it for sale or rental.
When Plaintiff began work on September 9, 2013, he discovered that
contrary to the repeated representations of Defendants Myers and McDonald, the
incumbent CFO was still in a position at AccuWeather in which he was described
to Plaintiff as responsible for “special projects.” Defendants stated that the former
CFO would remain on-site and continue to be located in his executive suite offices,
which were still identified as the offices of the CFO, while Plaintiff was assigned
to “temporary” office space located in the human resources department.
Furthermore, it was not until three days after the commencement of Plaintiff’s
employment that a memorandum was issued to all AccuWeather employees that
formally introduced Plaintiff as the new CFO.
Moreover, Plaintiff came to learn within days of his arrival that he was being
excluded from chief executive team meetings and emails. To address this
confusion, Plaintiff arranged with Defendants Myers and McDonald to personally
meet with all of the chief executives and key divisional executives over the next
two weeks to explain his role as CFO and his plans for the position, as well as to
learn their plans for their respective areas of responsibility and discuss how they
could all work together for the betterment of the company as a whole. Plaintiff
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communicated the results of these meetings to Defendant Myers, who stated that
he appreciated Plaintiff’s efforts to address the executives’ confusion and concerns
regarding Plaintiff’s role within the company.
On September 22, 2013, thirteen days after starting the new CFO job at
AccuWeather, Defendant Myers called Plaintiff to notify him that he was
immediately terminated from his employment as CFO, despite Defendant Myers’
agreement that Plaintiff had the skills, knowledge, and expertise to do the job as it
was offered to Plaintiff. Defendant Myers stated that he would not reconsider
immediate termination because he was concerned that an “executive,” who
Defendant Myers would not identify, had expressed concern that Defendants
“brought in” Plaintiff because AccuWeather was “being sold.” On September 23,
2013, Plaintiff received a written memorandum from Defendant Myers
documenting Plaintiff’s termination of employment, and which stated that while
Plaintiff’s “employment will end effective immediately,” he would be paid his
“regular salary” through October 4, 2013.
On April 1, 2014, Defendants filed separate motions to dismiss Plaintiff’s
complaint and this Court disposed of those motions by dismissing Plaintiff’s
negligent misrepresentation claim with prejudice on the basis of the economic loss
doctrine and his fraudulent misrepresentation claim without prejudice for failure to
plead in conformity with Federal Rule of Civil Procedure 9(b). Plaintiff filed an
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amended complaint on December 12, 2014, in which he reasserted his claim for
fraudulent misrepresentation with more detailed allegations. The instant motion
followed, in which Defendants seek to dismiss that same claim on three bases: the
gist of the action doctrine, the economic loss doctrine, and the parol evidence rule.
The matter has been fully briefed and is now ripe for disposition.
II. LEGAL STANDARD
When considering a motion to dismiss under Federal Rule of Civil
Procedure 12(b)(6), a court must view all allegations stated in the complaint as true
and construe all inferences in the light most favorable to plaintiff. Hishon v. King
& Spaulding, 467 U.S. 69, 73 (1984); Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d
Cir. 1993). However, “the tenet that a court must accept as true all of the [factual]
allegations contained in the complaint is inapplicable to legal conclusions.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal citations omitted). In ruling
on such a motion, the court primarily considers the allegations of the pleading, but
is not required to consider legal conclusions alleged in the complaint. Kost, 1 F.3d
at 183. “Threadbare recitals of the elements of a cause of action, supported by
mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678. At the
motion to dismiss stage, the court considers whether plaintiff is entitled to offer
evidence to support the allegations in the complaint. Maio v. Aetna, Inc., 221 F.3d
472, 482 (3d Cir. 2000).
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A complaint should only be dismissed if, accepting as true all of the
allegations in the amended complaint, plaintiff has not pled enough facts to state a
claim to relief that is plausible on its face. Bell Atlantic Corp. v. Twombly, 550
U.S. 544, 561 (2007). “Determining whether a complaint states a plausible claim
for relief will . . . be a context-specific task that requires the reviewing court to
draw on its judicial experience and common sense.” Iqbal, 556 U.S. at 663-664.
“In considering a Rule 12(b)(6) motion, we must be mindful that federal
courts require notice pleading, as opposed to the heightened standard of fact
pleading.” Hellmann v. Kercher, No. 07-1373, 2008 WL 1969311 at * 3 (W.D. Pa.
May 5, 2008) (Lancaster, J.). Federal Rule of Civil Procedure 8 "requires only 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 on
which it rests,'" Twombly, 550 U.S. at 554 (quoting Conley v. Gibson, 355 U.S. 41,
47 (1957)). However, even under this lower notice pleading standard, a plaintiff
must do more than recite the elements of a cause of action, and then make a
blanket assertion of an entitlement to relief. See Hellmann, 2008 WL 1969311 at
*3. Instead, a plaintiff must make a factual showing of his entitlement to relief by
alleging sufficient facts that, when taken as true, suggest the required elements of a
particular legal theory. See Twombly, 550 U.S. at 561. “[W]here the well-pleaded
facts do not permit the court to infer more than the mere possibility of misconduct,
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the complaint has alleged - - but it has not “shown” - - “that the pleader is entitled
to relief.” Iqbal, 556 U.S. at 679 (quoting Fed. R. Civ. P. 8(a)).
The failure-to-state-a-claim standard of Rule 12(b)(6) “streamlines litigation
by dispensing with needless discovery and factfinding.” Neitzke v. Williams, 490
U.S. 319, 326-27 (1989). A court may dismiss a claim under Rule 12(b)(6) where
there is a “dispositive issue of law.” Id. at 326. If it is beyond a doubt that the
non-moving party can prove no set of facts in support of its allegations, then a
claim must be dismissed “without regard to whether it is based on an outlandish
legal theory or on a close but ultimately unavailing one.” Id. at 327.
III. DISCUSSION
A. Gist of the Action Doctrine
First, Defendants argue that Plaintiff’s fraudulent misrepresentation claim is
barred by the gist of the action doctrine because the gist of his claim sounds in
contract rather than in tort. Specifically, they contend that the gist of Plaintiff’s
claim is that Defendants agreed to provide him with two years’ employment and
then failed to perform, an allegation which is intertwined with his contract claims.
Plaintiff responds that there is a blanket exception to the gist of the action doctrine
for claims of fraud in the inducement.
To a certain extent, Plaintiff is correct in his assertion because courts have
drawn a distinction between fraud in the performance claims, which are barred by
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the gist of the action doctrine in contract cases, and fraud in the inducement claims,
which are not necessarily barred. See, e.g., Foster v. Nw. Mut. Life, 02-CV-2211,
2002 WL 31991114, at *2–3 (E.D. Pa. July 26, 2002) (suggesting that fraud in the
inducement is not necessarily barred by the doctrine because it is sometimes
collateral to the terms of the contract itself); Sullivan v. Chartwell Inv. Partners,
L.P., 873 A.2d 710, 719 (Pa. Super. Ct. 2005) (finding that a fraud in the
inducement claim was collateral to contract performance such that the gist of the
action did not bar it); eToll, Inc. v. Elias/Savion Advertising, Inc., 811 A.2d 10,17
(Pa. Super. 2002) (“[F]raud in the inducement of a contract would not necessarily
be covered by the doctrine because fraud to induce a person to enter into a contract
is generally collateral to (i.e., not ‘interwoven’ with) the terms of the contract
itself.”). However, Plaintiff is incorrect in his contention that there is a blanket
exception for fraudulent inducement claims. Rather, the gist of the action doctrine
will still act to bar claims of fraudulent inducement “where a defendant’s alleged
failure to perform its duty under the contract is inexplicably transformed into a
claim that this failure amounts to fraud.” Air Products and Chemicals, Inc. v.
Eaton Metal Products Co., 256 F.Supp.2d 329, 342 (E.D.Pa. 2003).
The question then becomes at which point the gist of the action doctrine
precludes a claim of fraud in the inducement. “The distinction between fraud in
the performance claims and fraud in the inducement claims for application of the
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gist of the action doctrine ‘becomes somewhat problematic . . . where the alleged
misrepresentations that induce a contract also constitute promises that form the
contract’s terms.’” Victor Buyck Steel Const., 2010 WL 1223594, at *2 (quoting
A&L Precision Prods. v. Alloy Bellows & Precision Welding, Inc., CIV.A.07-0345,
2009 WL 2959608 (W.D. Pa. Sept. 14, 2009)). The United States Court of
Appeals for the Third Circuit believes the doctrine “call[s] for a fact-intensive
judgment as to the true nature of a claim.” Williams v. Hilton Grp. PLC, 93 Fed.
Appx. 384, 385 (3d Cir. 2004); see also Pediatrix Screening, Inc. v. Telechem Int’l,
Inc., 602 F.3d 541, 550 (3d Cir. 2010); Integrated Waste Solutions, Inc. v.
Goverdhanam, No. 10-2155, 2010 WL 4910176 (E.D. Pa. Nov. 30, 2010).
For example, in Victor Buyck Steel Constr. v. Keystone Cement Co.,
CIV.A.09-2941, 2010 WL 1223594, at *2–3 (E.D. Pa. Mar. 30, 2010), the court
denied a motion to dismiss the plaintiff’s fraud in the inducement claim because
the court needed more facts to determine the “gist” of the action.
In comparison, in Penn City Invs., Inc. v. Soltech, Inc., CIV.A. 01-5542,
2003 WL 22844210, at *3 (E.D. Pa. Nov. 25, 2003), the court held the doctrine
barred a fraudulent inducement claim based on pre-contract statements because the
statements concerned specific duties that the parties later outlined in the contract.
Similarly, in Williams v. Hilton Group PLC, 93 Fed. Appx. 384, 386 (3d Cir.
2004), the Third Circuit held that the doctrine barred the plaintiff’s fraud in the
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inducement claims because the “gist of [the] claims sound[ed] in contract, not
tort.” This was so even when the defendant “induced [the plaintiff] into signing
the Letter of Intent and dealing with [the defendant] by lying about its intent to
honor the agreement.” Williams, 93 Fed. Appx. at 386 (internal quotations
omitted).
In Vives v. Rodriguez, 849 F. Supp. 2d 507, 521–22 (E.D. Pa. 2012), Judge
Stewart R. Dalzell crafted a cogent piece of legal reasoning from a close reading of
the eToll decision that this Court finds to be both applicable and persuasive.1
Judge Dalzell compared the elements for a breach of contract2 with the elements of
fraud and negligent misrepresentation, writing:
[i]f a plaintiff can demonstrate that the defendant knew,
at the time a contract was entered, that he did not intend
to perform under that contract—thus satisfying [an]
element of a fraudulent misrepresentation claim—then
success in proving the elements of a claim for breach
would necessarily produce success in prosecuting a fraud
claim. Similarly, an inability to prove a contract claim—
whether because no agreement was concluded, no breach
1
Other Federal District Courts in Pennsylvania have been similarly persuaded by this line of
reasoning. See, e.g., Oldcastle Precast, Inc. v. VPMC, Ltd., CIV.A. 12-6270, 2013 WL 1952090
(E.D. Pa. May 13, 2013) reconsideration denied, CIV.A. 12-6270, 2013 WL 3865112 (E.D. Pa.
July 26, 2013) (dismissing a fraud claim barred by the doctrine); Bengal Converting Servs., Inc.
v. Dual Printing, Inc., CIV.A. 11-6375, 2012 WL 831965 (E.D. Pa. Mar. 13, 2012) (finding the
gist of the action doctrine barred a fraud in the inducement claim when the claim involved a
promise to perform on the contract).
2
In Pennsylvania, a plaintiff states a claim for breach of contract by proving: “(1) the existence
of a contract, including its essential terms, (2) a breach of a duty imposed by the contract and (3)
resultant damages.” Vives, 849 F. Supp. 2d at 521 (quoting Omicron Systems, Inc v. Weiner, 860
A.2d 554, 564 (Pa. Super. Ct. 2004)) (internal quotations omitted).
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occurred, or no injury resulted—would doom any fraud
claim based on misrepresentation of the intent to
perform. Once a plaintiff proved that a defendant
intended not to perform under a contract, any fraud
claims would precisely duplicate any contract claims.
Given this congruency between fraudulent inducement
claims predicated on the intent to perform under a
contract and claims for breach of that contract, eToll
suggests that the former claims are barred by the gist of
the action doctrine.
Vives, 849 F. Supp. 2d at 521; see also Agrotors, Inc. v. Ace Global Markets, Civil
Action No. 1:13-cv-1604, 2014 WL 690623, at * 4 (M.D.Pa. Feb. 24, 2014)
(Conner, C.J.) (holding that the doctrine bars fraudulent inducement claims based
upon “misrepresentations as to a party’s intent to perform under a contract.”).
Defendants base their argument on only one of Plaintiff’s allegations; that is
the promise of two years of employment, which is directly addressed by the written
contract. However, this position significantly underrepresents the nature and
number of misrepresentations alleged by Plaintiff to be fraudulent. Rather,
Plaintiff also alleges that Defendants misrepresented their long-range business
goals for a new CFO, the fact that the current CFO would be leaving, and the
stability of the AccuWeather leadership team. These are claims that the
Defendants induced Plaintiff to enter into a contract based on false premises; the
fraud alleged here does not concern the performance of contractual duties and it is
not simply a restatement of a breach of contract claim. Accordingly, the gist of the
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action doctrine does not act to bar Plaintiff’s fraudulent misrepresentation claim on
these allegations.
However, Plaintiff also alleges that Defendants fraudulently misrepresented
the duration of Plaintiff’s appointment to the AccuWeather leadership team as the
CFO. Though Defendants argue that this is a term which is covered by the
contract and thus the gist of this allegation sounds in contract rather than fraud, this
Court again disagrees. Plaintiff is alleging here that he was told by the Defendants
that they had long-term business goals and were looking to fill a long-term
position, but that in actuality that was not the case. This is a representation
separate from Defendants contractual promise to employ him for two years and
terminate him only for cause. Instead, this is a representation not just regarding the
plans that Defendants had for Plaintiff specifically, but regarding the plans that
they had for the position generally and their need to employ someone who would
be willing to devote his career to the company. Consequently, the gist of the action
of Count III sounds in fraud, rather than any contractual relationship between the
parties. The doctrine does not bar Plaintiff’s claim.
B. Economic Loss Doctrine
Next, Defendants argue that Plaintiff’s claim for fraudulent
misrepresentation should be barred by the economic loss doctrine because Plaintiff
has alleged only economic losses, rather than injury to either property or person.
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Similar to his previous argument, Plaintiff contends that there exists an exception
to the economic loss doctrine for claims of fraudulent inducement and therefore his
claim falls outside the ambit of the doctrine.
The economic loss doctrine precludes recovery for negligence if the plaintiff
suffers a loss that is purely economic, unaccompanied by injury to either property
or person. See Excavation Tech., Inc. v. Columbia Gas Co. of Pa., 985 A.2d 840,
841 n.3 (2009). The doctrine is concerned primarily with two main factors:
foreseeability and limitation of liability. See Azur v. Chase Bank, USA, Nat. Ass’n,
601 F.3d 212, 222 (3d Cir. 2010).
The purpose of the economic loss doctrine is to “prevent claims based in tort
that only allege economic losses in proceeding, in part because those losses can be
compensated through contract remedies.” Ferki v. Wells Fargo Bank, No. 10-2756,
2010 WL 5174406, at *9 (E.D.Pa. Dec. 20, 2010); see also Howe v. LC Philly,
LLC, No. 10-5494, 2011 WL 1465446, at * 1 (E.D.Pa. Apr. 15, 2011) (applying
the economic loss doctrine to the employment context); Duquesne Light Co v.
Westinghouse Elec. Corp., 66 F.3d 604, 618 (3d Cir. 1995) (holding that the
economic loss doctrine “prohibits plaintiffs from recovering in tort economic
losses to which their entitlement flows only from a contract.”).
While it is well-settled under Pennsylvania law that the economic loss
doctrine bars negligence claims, the Pennsylvania Supreme Court has yet to
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address the issue of whether the doctrine applies similarly to claims of intentional
fraud. However, the Third Circuit has predicted that the Pennsylvania Supreme
Court would likely apply the doctrine to such claims. See Werwinski v. Ford Motor
Co., 286 F.3d 661, 675 (3d Cir. 2002). In that case, the Third Circuit stated that it
was “particularly influenced by an emerging trend . . . recognizing a limited
exception to the economic loss doctrine for fraud claims, but only where the claims
at issue arise independently of the underlying contract.” Id. at 676 (citing Huron
Tool & Engineering Co. v. Precision Consulting Services, Inc., 532 N.W.2d 541,
545 (Mich.App. 1995) (crafting an exception for fraud in the inducement claims
where the fraud is “extraneous to the contract,” rather than “interwoven with the
breach of contract.”)).
As already addressed in the previous section, Plaintiff alleges fraud in the
inducement and the allegations that he relays are undoubtedly distinct from, rather
than interwoven with, his breach of contract claim. The fraudulent
misrepresentations, as alleged, clearly arise independently of the underlying
contract. Accordingly, the economic loss doctrine will not bar Plaintiff’s claim of
fraudulent misrepresentation.
C. Parol Evidence Rule
Finally, Defendants argue that Count III should be barred by the parol
evidence rule because Plaintiff is essentially attempting to modify the terms of a
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fully integrated written agreement with promises that he alleges were made prior to
the date the parties entered into the written agreement. Plaintiff counters primarily
that the agreement was not integrated because, despite an explicit integration
clause, Defendant McDonald specifically represented the contract to him as a
summary of the key points of their agreement, demonstrating that the parties did
not intend that the agreement be fully integrated.
The Pennsylvania parol evidence rule “renders evidence of prior or
contemporaneous agreements, whether written or oral, inadmissible to the extent
they are inconsistent with the parties’ written, final agreement.” Coram Healthcare
Corp. v. Aetna U.S. Healthcare, Inc., 94 F.Supp.2d 589, 592 (E.D.Pa. 1999). The
Pennsylvania Supreme Court has explained the rule as follows:
Where the parties, without any fraud or mistake, have deliberately put their
engagements in writing, the law declares the writing to be not only the best,
but the only, evidence of their agreement. All preliminary negotiations,
conversation and verbal agreements are merged in and superseded by the
subsequent written contract . . . and unless fraud, accident or mistake be
averred, the writing constitutes the agreements between the parties, and its
terms and agreements cannot be added to nor subtracted from by parol
evidence.
Gianni v. Russell & Co., 126 A.2d 791, 792 (Pa. 1924); see also Yocca v.
Pittsburgh Steelers Sports, Inc., 824 A.2d 425, 436 (Pa. 2004) (affirming the
continued viability of the rule stated in Gianni); see also Lenzi v. Hahnemann
University, 664 A.2d 1375, 1379 (Pa.Super. 1995) (“If a written contract is
unambiguous and held to express the embodiment of all negotiations and
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agreements prior to its execution, neither oral testimony nor prior written
agreements or other writings are admissible to explain or vary the terms of that
contract.”) (citing McGuire v. Schneider, Inc., 534 A.2d 115 (Pa.Super 1987)).
For this rule to apply, the contract must be the entire agreement between the
parties; that is, the contract must be fully integrated. See id. The issue of whether a
contract is integrated is a question of law for the Court to decide. See Lenzi, 664
A.2d at 1379. “A contract is integrated if it represents a final and complete
expression of the parties’ agreement.” Id.; see also Yocca, 854 A.2d at 436 (“To
determine whether or not a writing is the parties’ entire contract, the writing must
be looked at and if it appears to be a contract complete within itself, couched in
such terms as import a complete legal obligation without any uncertainty as to the
object or extent of the parties’ engagement, it is conclusively presumed that the
writing represents the whole engagement of the parties.”).
Importantly, “the parol evidence rule is no bar to oral testimony designed to
show that the writing is not an integrated writing.” Rempel v. Nationwide Life Ins.
Co., Inc., 370 A.2d 366, 372 (Pa. 1977). Consequently, in determining whether the
instant agreement is fully integrated, this Court may look to evidence extrinsic to
the written contract itself in order to determine whether the parties intended the
writing to be a complete expression of their agreement. See In re Green Goblin,
Inc, 470 B.R. 739, (E.D.Pa. 2012) (“[A] court may look to the prior negotiations or
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agreements of the parties, whether oral or written, that were made regarding the
contract.”); Lenzi, 664 A.2d at 1379 (“The parol evidence rule does not preclude
the admission of evidence to establish whether the parties intended the writing to
be a complete embodiment of their agreement.”); see also Murray v. University of
Pennsylvania Hospital, 490 A.2d 839, 844 (1985) (“Parol evidence may always be
considered by the court to determine whether the parties intended the writing to be
a complete embodiment of their agreement.”). In determining whether the contract
is integrated, courts have considered several factors including whether the contract
contains a merger or integration clause, the length and detail of the contract, the
formality of the setting, and whether the contract is a form. See Green Goblin, 470
B.R. at 751.
In the case at bar, there is a written contract which was sent to the Plaintiff
via email by Defendant McDonald. Notably, that contract does contain an
integration clause stated in all capital letters, which is ordinarily strong evidence
that the contract was intended to be fully integrated. However, Defendant
McDonald’s email, through which the written contract was presented to Plaintiff,
states, “This letter, and the employment agreement with attachment are intended to
summarize key components of AccuWeather’s offer of employment and your
obligations as an employee.” (emphasis added). This email, given to Plaintiff
simultaneously with the written document, describes the contract as only
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summarizing key points of the parties’ agreement, necessitating that there were
additional aspects of the agreement not addressed by the written document.
Consequently, it appears to this Court that the parties did not intend for the written
document to “represent a final and complete expression” of their agreement. The
inclusion of an integration clause cannot defeat such clear evidence that the parties
intended the contract to be merely a summary of their agreement. Accordingly,
Plaintiff’s claim for fraudulent misrepresentation is not barred by the parol
evidence rule.
IV. CONCLUSION
In accordance with the foregoing reasoning, Defendants’ motion to dismiss
Count III of Plaintiff’s amended complaint is denied.
BY THE COURT:
/s Matthew W. Brann
Matthew W. Brann
United States District Judge
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