NORTH AMERICAN COMMUNICATIONS, INC. v. HERMAN
Filing
62
MEMORANDUM OPINION AND ORDER granting in part and denying in part 59 Motion to Dismiss. The Motion is GRANTED with respect to the fraud in the inducement claim (Count IV), the negligent misrepresentation claim (Count V), the fraud claims Counts VI and VII), and the claim under the California Business and Professions Code (Count XI). The Motion is DENIED with respect to the remaining claims, and as more fully stated in said Memorandum Opinion and Order. Signed by Judge Kim R. Gibson on 5/11/2018. (dlg)
IN THE UNITED ST ATES DISTRICT COURT FOR THE
WESTERN DISTRICT OF PENNSYLVANIA
NORTH AMERICAN
COMMUNICATIONS, INC.,
Plaintiff,
)
)
CIVIL ACTION NO. 3:17-157
)
)
JUDGE KIM R. GIBSON
)
v.
)
MICHAEL HERMAN,
Defendant and ThirdParty Plaintiff
)
)
)
)
v.
)
)
NORTH AMERICAN
COMMUNICATIONS, INC., ROBERT
HERMAN and NICHOLAS ROBINSON,
Third-Party Defendants.
)
)
)
)
MEMORANDUM OPINION
I.
Introduction
Pending before the Court is the Motion to Dismiss Amended Counterclaims filed by
Third-Party Defendants North American Communications, Inc. ("NAC"), Robert Herman, and
Nicholas Robinson (ECF No. 59). The motion has been fully briefed (see ECF Nos. 60, 61) and is
ripe for disposition. For the reasons that follow, the Court will GRANT in PART and DENY in
PART Third-Party Defendants' motion.
II.
Background
A.
Factual History1
Michael Herman founded NAC over forty years ago. (ECF No. 55 at<[ 8.) Two families
jointly owned NAC-the Hermans and the Paltrows. (Id. at<[ 9.) The Hermans' half of NAC was
technically owned by a limited partnership. (Id. at <[ 10.) But Michael Herman managed and
effectively controlled the partnership. (Id.) Michael Herman also received compensation from this
entity in the form of dividends. (Id. at<[ 12.)
Michael Herman left NAC in 2013. (Id. at<[ 11.) Michael Herman and NAC entered into a
retirement agreement, under which Michael Herman would transfer control and decisionmaking authority of the limited partnership to his son, Robert Herman, who became the 50%
owner of NAC. (Id. at<[ 12.) Michael Herman also gave up his right to receive dividends from the
limited partnership. (Id.) In exchange for transferring ownership and control to his son, NAC
promised to pay Michael Herman a $130,000 retirement benefit each month for ten years. (Id. at
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?