would induce definite action or forbearance on the promisee's part and that any damage was not the result of reliance on counsel's alleged statement.
In Pennsylvania an action for promissory estoppel may lie only where (1) the promisor makes a promise which should reasonably be expected to induce a definite action or forbearance on the part of the promisee, (2) the promise actually induces such action or forbearance and (3) injustice can be avoided only by its enforcement. Cardamone v. University of Pittsburgh, 253 Pa. Super. 65, 74, 384 A.2d 1228, 1233 (1978); Paul, 543 A.2d at 1153. Defendant argues that the case of Banas v. Matthews International Corp., 348 Pa. Super. 464, 502 A.2d 637 (1985) is controlling on this issue and that under Banas, the doctrine of promissory estoppel may not provide a basis for an employee's recovery for commitments made in a policy manual. However, as the court pointed out in Paul, the Banas court's conclusion was based on a finding that there was no promise on the part of the employer and no reliance on the part of the employee. Paul, 543 A.2d at 1153. Furthermore, the Banas court even noted that if the employee handbook had contained the provision allegedly inducing the reliance, "if not expressly at least by clear implication, . . . appellee's claim might have merit." Banas, 502 A.2d at 647. In addition, the Paul court, applying the Cardamone test, held that "[plaintiff] did indeed make out a claim for estoppel, and that, unlike the employee in Banas, [plaintiff] showed both a promise and a reasonable reliance upon that promise, we find that Banas does not control here." Paul, 543 A.2d at 1152. Consequently, the procedures expressed in a policy manual may provide the basis for a promissory estoppel claim.
In applying the Cardamone test to the complaint the court finds that plaintiff has sufficiently alleged that the policies set forth in the manual constituted promises made by the defendant; that these promises were made with defendant's actual or constructive expectation that plaintiff would rely on them; that plaintiff did in fact rely on them; and that such reliance caused him harm. See complaint at P 10, 20, 22-23. Therefore, with reference to the policy manual, plaintiff has sufficiently stated a claim for promissory estoppel so as to survive a motion to dismiss.
Next, the court must apply the Cardamone test to plaintiff's claim that he detrimentally relied on the promises of defendant's outside counsel. The complaint alleges that defendant's outside counsel, acting as defendant's agent made representations to plaintiff's representative regarding a favorable employment reference. Id. at P 13. Plaintiff further claims that in making such a promise defendant should reasonably have expected plaintiff would rely on it, that plaintiff did in fact rely on it, and that as a result he has suffered damages. See id. at PP 16, 21, 22-23. Therefore, plaintiff has sufficiently pleaded his claim so as to meet the requirements of this test.
However, defendant also argues that plaintiff has not "shown" his damages are the result of his reliance and that plaintiff is in fact in no worse position than had counsel not made this alleged promise. This argument may well have merit. However, plaintiff is not required to make such a "showing" in order to survive a motion to dismiss. The court's responsibility is to determine whether, in accepting the allegations of the complaint as true, it appears beyond doubt that plaintiff can prove no set of facts which would entitle him to relief. Conley, 355 U.S. at 45. Here plaintiff has sufficiently pleaded the requisite elements of a claim based on promissory estoppel and until such time as the parties have developed a factual record upon which to rely, defendant's motion is premature. Consequently, defendant's motion to dismiss count two of the complaint is denied.
C. Tortious Interference
Plaintiff alleges that as a result of his firing by defendant's employees, defendant is liable for tortious interference with contractual relations based on a theory of respondeat superior. Alternatively, defendant claims that a third party, the essential ingredient in a tortious interference with contract claim, is lacking. Defendant avers that the employees implementing the termination were at all times acting within the scope of their employment
and therefore, the employees and their corporate employer are considered one and the same. Consequently, there is no third party, only plaintiff and defendant acting through its agents.
Defendant cites the case of Daniel Adams Assoc. v. Rimbach Pub., 360 Pa. Super. 72, 519 A.2d 997 (1987) as supporting its position. The court in Daniel Adams stated that it is essential to a recovery for tortious interference with contract that there be a third party other than defendant. Id. at 1000 (citations omitted). Furthermore, a corporation can act only through its officers, directors and other agents and when "a party contracts with a corporate agent who acts within the scope of his authority . . . the corporate principal alone is liable for breach of the contract." Id. at 1000-01 (citations omitted). After reviewing the case law in Pennsylvania, the Daniel Adams court held that "where . . . a plaintiff has entered into a contract with a corporation, and that contract is terminated by a corporate agent who has acted within the scope of his or her authority, the corporation and its agent are considered one so that there is no third party against whom a claim for contractual interference will lie." 519 A.2d at 1002; see also Raab v. Keystone Insurance Co., 271 Pa. Super. 185, 412 A.2d 638, 639-40 (1980) (holding that "in as much as Defendant Company can only act through its employees . . . the individual Defendant and the company defendant are one and the same entity for the purposes of this action. Consequently, there is no third party against who [sic] . . . a claim of interference with contract can lie").
Plaintiff places reliance in the decision of Yaindl v. Ingersoll-Rand Co., 281 Pa. Super. 560, 422 A.2d 611 (1980). In Yaindl, the employees of one division of a corporation who had recently fired plaintiff lied to employees of an entirely separate division of the same corporation which caused the latter division to refuse to hire plaintiff. That case, however, is factually distinguishable from the case at hand. In Yaindl the court was dealing with two divisions within the same corporation which were sufficiently autonomous and distinct so as to be considered separate entities. Also, the court concluded the employees were acting outside the scope of their employment when they interfered with the plaintiff's prospective employment.
This court rejects plaintiff's contention that Yaindl applies in this case. Here, as in Daniel Adams, the employees, as agents of the corporation, were acting within the scope of their authority when terminating a contract already in existence. The corporation and the agents are therefore considered one so that no third party interferer exists against whom a claim may lie. As a result, the court grants defendant's motion to dismiss count three of the complaint.
An appropriate order will be filed.
Dated: August 8th, 1989
ORDER - August 8, 1989, Decided; August 9, 1989, Entered
For the reasons set forth in the opinion of this court filed even date,
IT IS on this 8th day of August, 1989 ORDERED that defendant's motion to dismiss counts one and two of the complaint is hereby DENIED ; and
IT IS FURTHER ORDERED that defendant's motion to dismiss count three of the complaint is hereby GRANTED.