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Lehner v. Prosource Consulting LLC

United States District Court, D. Maryland

December 6, 2018

THOMAS A. LEHNER, Plaintiff,
v.
PROSOURCE CONSULTING LLC, Defendant.

          MEMORANDUM OPINION

          George L. Russell, III United States District Judge.

         THIS MATTER is before the Court on Defendant ProSource Consulting LLC's (“ProSource”) Motion to Dismiss Plaintiff's Amended Complaint (ECF No. 28).[1] The Motion is ripe for disposition, and no hearing is necessary. See Local Rule 105.6 (D.Md. 2018). For the reasons outlined below, the Court will grant in part and deny in part the Motion.

         I. BACKGROUND[2]

         On December 1, 2017, ProSource's Chief Executive Officer, Donna Cooper, contacted Lehner via e-mail to discuss an employment opportunity. (Am. Compl. ¶ 3, ECF No. 22). Cooper contacted Lehner again on December 4, 2017, stating that she “really wanted to speak with him.” (Id. ¶ 7). On December 6, 2017, Lehner spoke with Cooper via telephone, and Cooper offer Lehner employment with ProSource as Vice President of Operations. (Id. ¶ 8). Lehner told Cooper that he had already accepted a Vice President position with another company that was located in Maryland and would begin work there on December 11, 2017. (Id. ¶¶ 9-10). Cooper then asked Lehner to meet in person the next day. (Id.).

         Lehner and Cooper met at the Marriott Hotel in Bethesda, Maryland. (Id. ¶¶ 12, 14). They discussed Lehner forgoing the position he had accepted to work as Vice President of Operations at ProSource. (Id. ¶¶ 13-14). Lehner reiterated to Cooper that he had already accepted a position with another company and would begin working there on December 11, 2017. (Id. ¶ 15). Lehner also told Cooper that the company would pay him an annual salary of $140, 000.00 plus a $5, 000.00 signing bonus. (Id. ¶ 16).

         To “induce” Lehner to forgo employment with the other company, Cooper offered Lehner a Vice President position at ProSource with a $140, 000.00 yearly salary plus a $10, 000.00 bonus payable upon signing. (Id. ¶¶ 17-18, 52). As further inducement for Lehner leave his job with the other company, Cooper told Lehner that there would be “significant room for advancement within ProSource.” (Id. ¶¶ 19, 50). Cooper also stated that ProSource would complete a federal background check on him. (Id. ¶ 51). Lehner and Cooper ultimately agreed that ProSource would pay Lehner a $140, 000.00 annual salary, a $10, 000.00 “immediate” signing bonus (the “Signing Bonus”), and relocation expenses. (Id. ¶ 20).

         The same day as the in-person meeting, Cooper e-mailed Lehner an offer letter (the “Employment Contract”), which Lehner signed. (Id. ¶¶ 22-23; Def.'s Mot. to Dismiss [“Def.'s Mot.”] Ex. A [“Emp't Contract”], ECF No. 28-3; Pl.'s Mem. P & A Supp. Opp'n [“Pl.'s Opp'n”] Ex. 1, ECF No. 31-2). Lehner then informed the other company that he had accepted a position with ProSource and would not begin work on December 11, 2017. (Am. Compl. ¶ 24).

         On December 11, 2017, Lehner began working at ProSource. (Id. ¶ 25; Emp't Contract). On December 14, 2017, just three days after he started working for ProSource, Cooper terminated Lehner. (Am. Compl. ¶ 25). Cooper told Lehner, “I moved to[o] quickly in hiring you.” (Id. ¶ 28). ProSource did not pay Lehner the Signing Bonus, nor did it begin Lehner's federal background check. (Id. ¶¶ 31- 32).

         On February 13, 2018, Lehner, proceeding pro se, filed a two-Count Complaint against ProSource in the Circuit Court for Howard County, Maryland, alleging breach of contract and wrongful termination. (Compl. ¶¶ 12-21, ECF No. 3). On March 23, 2018, ProSource removed the case to this Court. (ECF No. 1). On March 28, 2018, ProSource filed a Motion to Dismiss for failure to state a claim. (ECF No. 14). On April 23, 2018, Lehner, now represented by counsel, filed an Amended Complaint. (ECF No. 22). The three-Count Amended Complaint alleges: (1) breach of contract (Count I); (2) promissory estoppel (Count II); and (3) negligent misrepresentation (Count III). (Am. Compl. ¶¶ 26- 54). Lehner seeks damages and attorney's fees and costs. (Id. ¶¶ 57-58).

         On May 4, 2018, ProSource filed a Motion to Dismiss Plaintiff's Amended Complaint. (ECF No. 28). Lehner filed an Opposition on June 1, 2018. (ECF No. 31). ProSource filed a Reply on June 15, 2018. (ECF No. 32).

         II. DISCUSSION

         A. Standard of Review

         The purpose of a Rule 12(b)(6) motion is to “test[ ] the sufficiency of a complaint, ” not to “resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses.” King v. Rubenstein, 825 F.3d 206, 214 (4th Cir. 2016) (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999)). A complaint fails to state a claim if it does not contain “a short and plain statement of the claim showing that the pleader is entitled to relief, ” Fed.R.Civ.P. 8(a)(2), or does not “state a claim to relief that is plausible on its face, ” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A claim is facially plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. (citing Twombly, 550 U.S. at 556). “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id. (citing Twombly, 550 U.S. at 555). Though the plaintiff is not required to forecast evidence to prove the elements of the claim, the complaint must allege sufficient facts to establish each element. Goss v. Bank of Am., N.A., 917 F.Supp.2d 445, 449 (D.Md. 2013) (quoting Walters v. McMahen, 684 F.3d 435, 439 (4th Cir. 2012)), aff'd sub nom., Goss v. Bank of Am., NA, 546 Fed.Appx. 165 (4th Cir. 2013).

         In considering a Rule 12(b)(6) motion, a court must examine the complaint as a whole, consider the factual allegations in the complaint as true, and construe the factual allegations in the light most favorable to the plaintiff. Albright v. Oliver, 510 U.S. 266, 268 (1994); Lambeth v. Bd. of Comm'rs of Davidson Cty., 407 F.3d 266, 268 (4th Cir. 2005) (citing Scheuer v. Rhodes, 416 U.S. 232, 236 (1974)). But, the court need not accept unsupported or conclusory factual allegations devoid of any reference to actual events, United Black Firefighters v. Hirst, 604 F.2d 844, 847 (4th Cir. 1979), or legal conclusions couched as factual allegations, Iqbal, 556 U.S. at 678.

         The general rule is that a court may not consider extrinsic evidence when resolving a Rule 12(b)(6) motion. See Chesapeake Bay Found., Inc. v. Severstal Sparrows Point, LLC, 794 F.Supp.2d 602, 611 (D.Md. 2011). But this general rule is subject to several exceptions. First, a court may consider documents attached to the complaint, see Fed.R.Civ.P. 10(c), as well as those attached to the motion to dismiss, so long as they are integral to the complaint and authentic, see Blankenship v. Manchin, 471 F.3d 523, 526 n.1 (4th Cir. 2006). Second, a court may consider documents referred to and relied upon in the complaint-“even if the documents are not attached as exhibits.” Fare Deals Ltd. v. World Choice Travel.com, Inc., 180 F.Supp.2d 678, 683 (D.Md. 2001); accord New Beckley Mining Corp. v. Int'l Union, United Mine Workers of Am., 18 F.3d 1161, 1164 (4th Cir. 1994). Third, a Court may consider matters of public record. Philips v. Pitt Cty. Mem. Hosp., 572 F.3d 176, 180 (4th Cir. 2009). In the event that any of these properly considered extra-pleading materials conflict with the “bare allegations of the complaint, ” the extra-pleading materials “prevail.” Fare Deals, 180 F.Supp.2d at 683; accord RaceRedi Motorsports, LLC v. Dart Mach., Ltd., 640 F.Supp.2d 660, 664 (D.Md. 2009).

         In this case, both Lehner and ProSource attached documents outside of the Amended Complaint, including the Employment Contract. Lehner's breach of contract claim is premised on ProSource's alleged breach of the Employment Contract. The Amended Complaint states that the Employment Contract is attached as “[E]xhibit A” and “is made part of” the Amended Complaint, (Am. Compl. ¶ 23), but Lehner did not attach it. Because the Employment Contract is integral to and explicitly relied on in the Amended Complaint and neither party challenges its authenticity, the Court will consider it in determining whether to dismiss the Amended Complaint. The Court excludes all other attached documents from its consideration because they are not integral to or explicitly relied on in the Amended Complaint.

         B. Analysis

         ProSource moves to dismiss Lehner's breach of contract and negligent misrepresentation claims under Rule 12(b)(6) on the grounds that they fail to state a claim.[3] The Court addresses Lehner's claims in turn.

         1. Breach of Contract

         Lehner brings a breach of contract claim against ProSource for: (1) failing to pay Lehner the Signing Bonus; (2) orally terminating the Employment Contract; (3) failing to initiate a federal background check of Lehner; and (4) a breach of the duty of good faith and fair dealing.

         At bottom, the Court will not dismiss Lehner's breach of contract claim in its entirety because the Employment Contract is ambiguous. The Court will, however, dismiss Lehner's breach of contract claim to the extent it is based on Cooper's oral termination of the Employment Contract, failure to initiate a federal background check, and violation of the duty of good faith and fair dealing. The Court first addresses the Signing Bonus.

         a. Signing Bonus

         ProSource argues that it did not breach the Employment Contract because Lehner did not satisfy the conditions precedent required to receive the Signing Bonus-namely, completing a federal background check and permanently relocating to Virginia. Lehner, for his part, contends that the plain language of the Employment Contract requires ProSource to pay Lehner the Signing Bonus upon signing, and that it is not subject to any conditions precedent. Alternatively, Lehner maintains that the Employment Contract is ambiguous, which precludes granting a motion to dismiss. The Court agrees with Lehner that the Employment Contract is ambiguous.

         Under Maryland law, [4] to establish a breach of contract claim, the plaintiff must allege that: (1) “the defendant owed the plaintiff a contractual obligation”; and (2) “the defendant breached that obligation.” Palermino v. Ocwen Loan Servicing, LLC, No. TDC-14-0522, 2015 WL 6531003, at *4 (D.Md. Oct. 26, 2015) (quoting Taylor v. NationsBank, N.A., 776 A.2d 645, 651 (Md. 2001)).

         “The fundamental rule in the construction and interpretation of contracts is that the intention of the parties as expressed in the language of the contract controls the analysis.” Ford v. Antwerpen Motorcars Ltd., 117 A.3d 21, 25 (Md. 2015) (quoting Curtis G. Testerman Co. v. Buck, 667 A.2d 649, 654 (Md. 1995)). Maryland follows the law of objective interpretation of contracts, which gives plain meaning to the unambiguous language of the agreement. DIRECTV, Inc. v. Mattingly, 829 A.2d 626, 632 (Md. 2003). This type of interpretation considers “what a reasonably prudent person in the same position would have ...


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