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Harkes v. Accessory Corp.

March 10, 2010

FRANCINE M. HARKES, PLAINTIFF,
v.
THE ACCESSORY CORP., INC., "HANGER HEADQUARTERS," AND STEVEN SUTTON, INDIVIDUALLY AND IN HIS OFFICIAL CAPACITY AS OFFICER AND OWNER OF THE ACCESSORY CORP., INC, "HANGER HEADQUARTERS," AND ABC CORPORATION, DEFENDANTS.



The opinion of the court was delivered by: William J. Martini, U.S.D.J.

OPINION

HON. WILLIAM J. MARTINI

MEMORANDUM OPINION*fn1

I. INTRODUCTION

On May 28, 2009, Plaintiff, Francine M. Harkes, filed a complaint in Hudson County Superior Court against Defendants, including, The Accessory Corp., Inc. ("TAC") (her former employer), Hanger Headquarters, and Steven Sutton both individually and in his official capacity as officer and owner of TAC and Hanger Headquarters. The complaint was removed to federal court, and on September 22, 2009, Plaintiff filed a four count Amended Complaint, alleging breach of contract, breach of the duty of good faith and fair dealing, promissory estoppel, and fraud in the inducement. All four counts in the Amended Complaint are brought against all Defendants.

Before the Court is Defendants‟ Motion to Dismiss. The Court, for the reasons elaborated below, will GRANT in part, and will DENY in part, Defendants‟ Motion. Specifically, the Court will DISMISS Counts I and II against Defendant Sutton individually, and will DISMISS all Counts against Defendant Hanger Headquarters. The motion is DENIED in all other respects.

II. FACTUAL BACKGROUND ALLEGED IN THE AMENDED COMPLAINT

Harkes alleges that her former employer, TAC, breached its employment contract with her when she was prematurely terminated, without cause, on January 23, 2009. Prior to accepting a position with TAC as Vice President of Marketing, Harkes had held a similar position with a competitor of TAC. On August 30, 2007, after being contacted by a recruiter on behalf of Defendants, Harkes met with Defendant, Steven Sutton and other managerial employees of TAC. The meeting took place at Sutton‟s second home in Deal, New Jersey where the parties discussed the terms of Harkes‟s employment with TAC, as well as the financial strengths and reputation of TAC. That same day, Harkes communicated with Sutton by email regarding the terms of employment, specifically including, inter alia, a specified salary structure for the first two years and a "car or car allowance." In subsequent communications with Sutton, Harkes indicated to Sutton that she had received an offer of a two year employment contract from a competing company. Harkes asked Sutton if Defendants would match that offer, and Sutton responded: "not a problem." After receiving that response from Sutton, Harkes leased a luxury SUV and began her employment with TAC.

After her termination from TAC in early 2009, Harkes filed a complaint, subsequently superseded by the Amended Complaint, and Defendants‟ brought the instant motion to dismiss.

III. STANDARD OF REVIEW

The Defendant=s motion to dismiss is brought pursuant to the provisions of Fed. R. Civ. P. 12(b)(6). This rule provides for the dismissal of a complaint, in whole or in part, if the plaintiff fails to state a claim upon which relief can be granted. The moving party bears the burden of showing that no claim has been stated, Hedges v. United States, 404 F.3d 744, 750 (3d Cir. 2005), and dismissal is appropriate only if, accepting all of the facts alleged in the complaint as true, the plaintiff has failed to plead Aenough facts to state a claim to relief that is plausible on its face,@ Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007) (abrogating Ano set of facts@ language found in Conley v. Gibson, 355 U.S. 41, 45-46 (1957)). The facts alleged must be sufficient to Araise a right to relief above the speculative level.@ Twombly, 550 U.S. at 555. This requirement Acalls for enough fact[s] to raise a reasonable expectation that discovery will reveal evidence of@ necessary elements of the plaintiff=s cause of action. Id. Furthermore, in order satisfy federal pleading requirements, the plaintiff must Aprovide the grounds of his entitlement to relief,@ which Arequires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.@ Phillips v. County of Allegheny, 515 F.3d 224, 231 (3d Cir. 2008) (brackets and quotations marks omitted) (quoting Twombly, 550 U.S. at 555).

In considering a motion to dismiss, the court generally relies on the complaint, attached exhibits, and matters of public record. Sands v. McCormick, 502 F.3d 263 (3d Cir. 2007). The court may also consider Aundisputedly authentic document[s] that a defendant attaches as an exhibit to a motion to dismiss if the plaintiff=s claims are based on the [attached] document[s].@ Pension Benefit Guar. Corp. v. White Consol. Indus., 998 F.2d 1192, 1196 (3d Cir. 1993). Moreover, Adocuments whose contents are alleged in the complaint and whose authenticity no party questions, but which are not physically attached to the pleading, may be considered.@ Pryor v. Nat= l Collegiate Athletic Ass= n, 288 F.3d 548, 560 (3d Cir. 2002).

IV. ANALYSIS

The Motion asserts a number of defenses. This opinion responds to each in turn, as well as the parties‟ choice of law dispute.*fn2

A. CHOICE OF LAW

When sitting in diversity, a federal court applies the choice of law principles of the forum state. Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496-97 ...


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