United States District Court, D. Maryland
THOMAS A. LEHNER, Plaintiff,
PROSOURCE CONSULTING LLC, Defendant.
L. Russell, III United States District Judge.
MATTER is before the Court on Defendant ProSource Consulting
LLC's (“ProSource”) Motion to Dismiss
Plaintiff's Amended Complaint (ECF No. 28). 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
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.).
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).
“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. ¶
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).
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).
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).
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).
Standard of Review
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).
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
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).
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.
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. The Court
addresses Lehner's claims in turn.
Breach of Contract
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.
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.
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.
Maryland law,  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)).
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