MAUREEN P. KELLY, Chief Magistrate Judge.
Presently before the Court is a Motion for Summary Judgment filed by Defendant University of Pittsburgh ("the University"). ECF No. 36. It is respectfully recommended that the Motion for Summary Judgment be granted in part and denied in part.
Plaintiff Troy L. Douglas ("Plaintiff") filed this diversity action ansmg from his employment as an assistant coach on the University's football team. In his Complaint, Plaintiff alleges that the University: (1) breached a two-year employment contract by terminating him less than a year into his contract; (2) fraudulently induced him into accepting employment; and (3) negligently misrepresented the terms of Plaintiffs employment. ECF No. 1 ¶¶ 42-58.
Plaintiffs collegiate football coaching career began in 1989. ECF No. 41 ¶ 3. Between 1989 and 2013, he coached at eleven different schools in nine states.
Plaintiff's path to the University's football program began at a coaching convention in January 2014.
Plaintiff first met Chryst at Chryst's office at the University on February 10, 2014.
Plaintiffs work as an assistant football coach at the University began on February 14, 2014.
On February 18, 2014, Plaintiff was provided a letter from Marcus Bowman ("Bowman"), Assistant Athletic Director for Administration and Planning, with information and guidelines relative to the University's moving and relocation policy. ECF No. 42-5. Plaintiff signed the letter on February 19, 2014, confirming that he read and understood the moving terms.
On February 21, 2014, Plaintiff received a memo from Bowman and an enclosed Employment Contract by and between the University and Plaintiff. ECF Nos. 41 ¶ 47 and 42-6. The University requested, in the memo, that Plaintiff review and sign the Employment Contract if he did not have any questions. ECF No. 42-6 at 2. Bowman requested that Plaintiff contact him if Plaintiff had any questions and Bowman provided his direct office phone number. ECF No. 42-6 at 2. Plaintiff faxed the Employment Contract to his agent, George Bass ("Bass"). ECF No. 41 ¶ 48.
The Employment Contract contained several terms that concerned Plaintiff. It listed Plaintiffs second-year salary as $235,000 instead of $240,000. ECF No. 42-6 at 6. Another provision gave the University "just cause" to terminate Plaintiff if Chryst's employment as head coach was voluntarily terminated or he was terminated for cause.
After discussing with Bass the issues that Plaintiff had with the Employment Contract, Plaintiff spoke with Chryst about Plaintiffs concerns. ECF No. 41 ¶¶ 49, 54. Chryst promised to take care of the issues that Plaintiff raised.
In June 2014, Plaintiff moved his wife and children from Iowa to Pittsburgh.
Following the conclusion of the regular season football schedule in December 2014, Chryst met with his assistant coaches, including Plaintiff, telling them that there was nothing to discuss regarding an open head football coach position at the University of Wisconsin ("Wisconsin") because Wisconsin had not reached out to him. ECF No. 41 ¶¶ 61-62. Chryst previously played and coached football at Wisconsin.
On December 26, 2014, the University, through Randy Juhl, Acting Athletic Director, hand-delivered a termination letter to Plaintiff and all of the assistant football coaches. ECF Nos. 41 ¶ 66 and 42-8. In the letter, the University informed Plaintiff that it was unilaterally terminating his employment effective February 6, 2015. ECF No. 42-8. The letter stated that Plaintiff was expected to perform his coaching duties through the conclusion of the Armed Forces Bowl on January 2, 2015.
By letter dated March 10, 2015, the University informed Plaintiff that, as a courtesy and without any legal obligation, it agreed to continue Plaintiffs salary and benefits through March 2015. ECF No. 42-9. In the letter, Ronald W. Frisch ("Frisch"), Associate Vice Chancellor for Human Resources, stated that since Plaintiff had declined to sign the Employment Contract, he was employed as an "at-will" employee.
After the University football team played in the Armed Forces Bowl, Chryst contacted Plaintiff about interviewing to join him on the Wisconsin coaching staff. ECF No. 41 ¶¶ 69-70. Plaintiff interviewed at Wisconsin, but was not selected for a coaching position.
Plaintiff alleges that he sustained damages as a result of his firing. He took a quality control position at Florida State University for $40,000 per year, far less than the $240,000 he expected the University to pay him in his second year there. ECF No. 1 ¶ 36. He also claims as additional damages in the form of: moving costs; having to borrow $35,000 from his retirement fund; putting his Pittsburgh-area home on the market for an anticipated loss; and losing benefits he had through his employment at the University (as well as additional costs incurred due to his lost benefits). ECF No. 1 ¶¶ 34-35, 37-39.
Plaintiff initiated this action by filing a Complaint on July 20, 2015. ECF No. 1. On October 5, 2015, the University filed its Answer to Complaint and Additional Defenses. ECF No. 6. Also on the same date, the University and the University of Pittsburgh Board of Trustees ("the Board of Trustees") filed a Motion to Dismiss, seeking dismissal of the Board of Trustees as a defendant. ECF No. 7. On January 19, 2016, this Court issued a Report and Recommendation recommending that the Motion to Dismiss be granted. ECF No. 27. The Report and Recommendation was adopted on February 22, 2016, and the Board of Trustees was dismissed as a defendant. ECF No. 30.
The parties subsequently engaged in discovery. ECF No. 34. Defendant's Motion for Summary Judgment and supporting material were filed by the University on May 20, 2016. ECF Nos. 36-39. On June 24, 2016, Plaintiff filed his Brief in Opposition to the Motion for Summary Judgment and supporting materials thereof. ECF Nos. 40-42. On July 1, 2016, the University filed a Reply to the Brief in Opposition, a Response to Plaintiffs Additional Facts and a Supplement to the previously filed Appendix. ECF Nos. 43-45. The Motion is now ripe for consideration.
Pursuant to Federal Rule of Civil Procedure 56(a), "[t]he court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." A disputed fact is "material" if proof of its existence or nonexistence would affect the outcome of the case under applicable substantive law.
In order to avoid summary judgment, a party must produce evidence to show the existence of every element essential to the case that it bears the burden of proving at trial; "a complete failure of proof concerning an essential element of the nonmoving party's case necessarily renders all other facts immaterial."
Count I is premised on Plaintiffs assertion that the University entered into a two-year oral contract of employment with him on February 10, 2014. ECF No. 1 ¶ 43. In Count I, Plaintiff alleges that the University breached his two-year coaching contract by terminating his employment without just cause less than a year into his employment. ECF No. 1 ¶ 45.
In moving for summary judgment as to Count I, the University argues that: (1) there was no "meeting of the minds" on the essential terms of any contract for employment with the University when Chryst made a verbal offer to Plaintiff on February 10, 2014; and (2) the essential terms of the employment relationship intended by the University were reduced to a written contract provided to Plaintiff shortly after the February 10, 2014, meeting that Plaintiff refused to sign, but which he accepted by virtue of his continued employment. ECF No. 38 at 2.
In opposing the University's Motion for Summary Judgment as to the breach of contract claim, Plaintiff argues that a jury could readily determine that there was a meeting of the minds on the essential terms of an employment contract. ECF No. 40 at 7. Plaintiff argues that Chryst made a specific offer of employment to Plaintiff identifying each integral term including duties, a two-year term of employment, a first-year salary, a second-year salary and benefits and Plaintiff accepted the offer. Plaintiff further argues that the evidence shows that, relying on the parties' agreement, Plaintiff resigned from his then current employment at Iowa State, moved to Pittsburgh and began work on February 14, 2014.
To succeed on a breach of contract claim under Pennsylvania law, a plaintiff must prove: (1) the existence of a contract, including its essential terms; (2) a breach of a duty imposed by the contract; and (3) resultant damages.
In the instant case, the parties agree that, at the February 10, 2014, meeting, Chryst told Plaintiff that "[w]e're going to give you a two year contract." ECF No. 41 ¶ 19. Chryst added that Plaintiff's salary would be $225,000 in year one and $240,000 in year two.
Despite the agreement between the parties as to certain facts, in particular some of the terms of employment, it appears that there are issues of fact as to other to other terms, including: the exact duration of the contract at the time of Chryst's verbal offer, what would happen if Chryst left before the end of his contract term, what would happen if Plaintiff left before the end of his contract term, the number of vacation days, income from outside activities and other fringe benefits. ECF No. 38 at 4-6.
Considering the above-noted evidence, as well as additional evidence revealed during discovery, the evidence is sufficient to establish a jury question as to whether the University and Plaintiff exchanged and agreed to essential terms so as to form a contract. Accordingly, the entry of summary judgment is not warranted.
In the alternative, the University contends that Plaintiff acquiesced to the terms of the Employment Contract that was provided to him on February 21, 2014, ECF No. 42-6, by continuing to work after receiving it without signing it. ECF No. 38 at 8-10. In response, Plaintiff asserts that the University's argument is based on the erroneous assertion that he was an at-will employee. ECF No. 40 at 14-15. Plaintiff argues that he was not an at-will employee because he had a two-year term of employment that was not subject to termination or modification at the whim of the University.
The University cites three cases in support of its proposition:
The University's argument is based on the assumption that Plaintiff was an at-will employee at the time of the delivery of the memo dated February 21, 2014, and the Employment Contract. Because the Court has found that a jury question exists as to whether Plaintiff was under a two-year contract at that time, the University's argument does not merit the grant of summary judgment. Further, as Plaintiff points out, at the very least, there is a genuine factual dispute as to whether Plaintiff was fulfilling his obligations under an oral agreement or acquiescing to the alleged modified terms that were later proposed in writing, such that the entry of summary judgment is precluded. ECF No. 40 at 14.
Accordingly, it is recommended that the Motion for Summary Judgment as to Count I, the breach of contract claim, be denied.
In Counts II and III, Plaintiff brings claims for fraud in the inducement and negligent misrepresentation based on Chryst's representations to Plaintiff as to two terms of his employment agreement.
In Count II, Plaintiff claims that the University misrepresented to Plaintiff the duration of employment and the amount of compensation in the second year of employment in order to induce Plaintiff to accept the offer of employment. ECF No. 1 ¶¶ 48-49. Plaintiff alleges that the University either knew its representations concerning these two terms were false when it made the offer or it acted recklessly as to the truth of the representations.
In Count III, Plaintiff brings a claim of negligent misrepresentation. Specifically, Plaintiff again claims that the University misrepresented the two same terms of employment.
The University moves for summary judgment as to Count II on the basis of the gist of the action doctrine, asserting that this tort claim is a restatement of his breach of contract claim.
The gist of the action doctrine prohibits a plaintiff from re-casting ordinary breach of contract claims into tort claims.
In considering the effect of the gist of the action doctrine on Plaintiff's two tort claims of fraud in the inducement and negligent misrepresentation, Pennsylvania law applies. The United States Court of Appeals for the Third Circuit recently addressed the application of the gist of the action doctrine in
From the list of claims identified by the Third Circuit in
A review of the allegations set forth in Counts II and III of the Complaint and the evidence of record before the Court in the summary judgment filings of the parties reveals that Counts II and III are based on the breach of specific executory promises arising from the alleged employment agreement. ECF No. 1 ¶ 48 (describing two terms offered to Plaintiff at February 10, 2014, meeting as the basis for Count II), ¶ 55 (describing the same two terms offered to Plaintiff at February 10, 2014, meeting as basis for Count III). Plaintiff does not allege fraud or misrepresentation beyond these two terms of the alleged contract. Given that the nature of these averments is such that they arise solely out of the contractual relationship between the parties, the Court finds that Plaintiffs claims of fraud in the inducement and negligent misrepresentation have their genesis in contract and are nothing more than a restatement of Plaintiffs claim for breach of contract in Count I. As such, his tort claims are subsumed into the breach of contract claim through the gist of the action doctrine. Thus, because the doctrine precludes Plaintiffs torts claims in Counts II and III as they duplicate the breach of contract claim, it is recommended that the Motion for Summary Judgment be granted as to Counts II and III.
For the reasons set forth herein, it is respectfully recommended that the University's Motion for Summary Judgment, ECF No. 36, be denied as to Count I and be granted as to Counts II and III.
In accordance with the Magistrate Judges Act, 28 U.S.C. § 636(b)(1), and Local Rule 72.D.2, the parties may file written objections in accordance with the schedule established in the docket entry reflecting the filing of this Report and Recommendation. Failure to timely file objections will waive the right to appeal.
