Opinions of the United
2005 Decisions                                                                                                             States Court of Appeals
                                                                                                                              for the Third Circuit


1-25-2005

Lodick v. Double Day Inc
Precedential or Non-Precedential: Non-Precedential

Docket No. 03-2588




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Recommended Citation
"Lodick v. Double Day Inc" (2005). 2005 Decisions. Paper 1554.
http://digitalcommons.law.villanova.edu/thirdcircuit_2005/1554


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                                                       NOT PRECEDENTIAL

              UNITED STATES COURT OF APPEALS
                   FOR THE THIRD CIRCUIT


                             No. 03-2588




                      GEORGE J. LODICK, JR.;
                      MARY JANE BOURBAR

                                  v.

                    DOUBLE DAY, INC.;
          SOMERSET SYNFUELS, LLC; WILLIAM WEST;
            EDWARD KANE; WEST MATERIALS, INC.

                                             Double Day, Inc.,
                                                          Appellant




            On Appeal from the United States District Court
               for the Western District of Pennsylvania
                 D.C. Civil Action No. 00-cv-01330
                    (Honorable Robert J. Cindrich)


           Submitted Pursuant to Third Circuit LAR 34.1(a)
                         October 28, 2004

Before: SCIRICA, Chief Judge, FISHER and GREENBERG, Circuit Judges

                       (Filed January 25, 2005)


                     OPINION OF THE COURT
SCIRICA, Chief Judge.

       We will affirm the judgment of the District Court.

       Appellees George J. Lodick and Mary Jane Bourbar brought a breach of contract

action against their former employer, Double Day, Inc. The District Court conducted a

bench trial and issued findings of fact and conclusions of law that we summarize briefly

here. Inasmuch as we are writing solely for the parties, we will recite only those facts

necessary in the consideration of this appeal.

       In 1995 Double Day acquired Diversified Resources, a waste recycling corporation

owned by Lodick, in a stock for stock exchange. Lodick, Bourbar, and three Double Day

officers signed the stock exchange agreement on March 6, 1995. Under the terms of this

agreement, Lodick and Bourbar were to accept nominations to Double Day’s Board of

Directors. The Agreement also provided that Lodick would enter into a three-year

employment agreement with Double Day, the terms of which were set forth in an

addendum to the stock exchange agreement.1

       Lodick and Bourbar entered into employment agreements with Double Day,

effective July 29, 1995,under which Lodick was to be paid an annual salary of $120,000

per year for three years and would serve as President and CEO of Double Day. Bourbar

was to be paid an annual salary of $65,000 per year for three years and would serve as




   1
   Under the agreement signed by Lodick, Bourbar, and three Double Day officers on
March 6, 1995, Lodick was to be compensated at a base salary of $10,000 per month.

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Secretary and Treasurer. During this three-year term, Lodick received $143,409 in total

compensation. Bourbar was paid a total of $86,309 during this same three-year period.

       Upon expiration of his contract in July 1998, Lodick entered into a second

agreement with Double Day setting his future compensation at $12,500 per month.

Lodick continued to work for Double Day through September 1998, but did not receive

any salary for this two-month period. The District Court entered judgment in favor of

Lodick and Bourbar for damages caused by Double Day’s failure to pay their full salaries,

but found that Lodick was not entitled to damages resulting from Double Day’s failure to

indemnify him for business expenses.

       The District Court had diversity jurisdiction under 28 U.S.C. § 1332, and we have

jurisdiction under 28 U.S.C. § 1291. We review findings of fact for clear error, Scully v.

U.S. WATS, Inc., 

, 505 (3d Cir. 2001), and conclusions of law de novo.

Henglein v. Colt Indus. Operating Corp., 

, 208 (3d Cir. 2001) (citing Fed. R.

Civ. P. 52(a)).

       After a careful review of the record, we find no basis for disturbing the District

Court’s judgment. The District Court made the sound conclusion that the 1995

employment agreements between Double Day and Lodick and between Double Day and

Bourbar were valid under Pennsylvania law. On that basis, the District Court held that

Double Day’s failure to pay Lodick and Bourbar’s full salary constituted a breach of these




                                             3
employment agreements, entitling Lodick to $241,591 in damages and Bourbar to

$108,691 in damages.

       Double Day contends that Lodick and Bourbar’s salaries and employment

contracts are invalid because they were never approved by the board of directors.2 We

disagree. Leonard Labuda, a disinterested member of the Double Day board of directors

following its acquisition of Diversified Resources, testified that employment contracts

and salary figures for Double Day employees were executive decisions, rather than

decisions requiring board approval. Moreover, the employment contracts between

Double Day and Lodick and between Double Day and Bourbar were drafted by counsel

for Double Day. There is no evidence that Appellees’ contract terms or salaries were

unreasonable in light of their responsibilities and the compensation paid to other Double

Day executives. Furthermore, the employment agreements, while signed only by Lodick

and Bourbar, adhered to salary terms that had been set forth in the original stock

exchange agreement signed by three Double Day officers.

       The District Court’s conclusions were warranted by the facts and the law. See

Blair v. Scott Specialty Gases, 

, 603 (3d Cir. 2002) (employment contract

valid under Pennsylvania law where both parties manifest intent to be bound by the


   2
     Lodick’s employment agreement was signed by Bourbar on behalf of Double Day, in
her capacity as Secretary/Treasurer. Similarly, Bourbar’s employment agreement was
signed, on behalf of Double Day, by Lodick in his capacity as president. Appellants point
to this fact as evidence that Lodick and Bourbar contracted only with themselves, not with
Double Day, suggesting that their employment contracts were therefore invalid.

                                             4
agreement, the terms of the agreement are sufficiently definite to be enforced, and there is

consideration).

       We will affirm the judgment of the District Court.




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