The opinion of the court was delivered by: Honorable Jerome B. Simandle
SIMANDLE, District Judge:
Plaintiff Thomas L. Mangan brought this action for defamation against Defendants Corporate Synergies Group ("CSG") and Pantellis A. Georgiadis. Presently this matter is before the Court on Defendants' motion to dismiss Plaintiff's defamation claim in Count III of the Amended Complaint for failure to state a claim pursuant to Rule 12(b)(6), Fed. R. Civ. P. [Docket Item 14]. As will be explained below, the Court will deny the motion in part because the Court finds that Plaintiff has stated a prima facie case for defamation with regard to certain of Defendants' alleged statements, but the Complaint does not contain sufficient facts for Defendants to invoke the affirmative defenses of a qualified privilege.
The Court takes the following facts, alleged in Plaintiff's Complaint, to be true for the purposes of this motion. In September of 2009, Defendant CSG hired Plaintiff to serve as its chief executive officer. Am. Compl. ¶¶ 10, 12. However, on July 1, 2010, Plaintiff was terminated; according to Defendants, the termination was for cause pursuant to his Employment Agreement. Id. at ¶¶ 2, 23-24.
The day after Plaintiff's termination, CSG appointed Defendant Georgiadis as its new CEO. Id. at ¶ 61. That same day, Plaintiff alleges that Defendant Georgiadis met with members of CSG's operating committee and accused Plaintiff of "financial improprieties," and stated that CSG had lost faith in Mr. Mangan's leadership ability and management skills. Id. at ¶¶ 63-64. According to the Amended Complaint, a few weeks later, Defendant Georgiadis conducted several town hall meetings with CSG's employees and consultants by videoconference. Id. at ¶ 67. During these meetings, Plaintiff alleges that Defendant Georgiadis repeated his previous accusations, allegedly implying that Plaintiff was fired for "cooking the books." Id. at ¶ 68.
In November 2010, Plaintiff commenced suit against CSG and Defendant Georgiadis, asserting claims for (1) breach of contract, (2) breach of the implied covenant of good faith and fair dealing, and (3) defamation. The Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. §1332(a)(1).*fn1
Defendants responded by filing a partial motion to dismiss Plaintiff's claims for breach of the duty of good faith and fair dealing and defamation, and to strike Plaintiff's claims for attorney's fees. [Docket Item 8.] Thereafter, Plaintiff filed an Amended Complaint, asserting claims for breach of contract and defamation, but dropping the claim for breach of the duty of good faith and fair dealing. [Docket Item 11.] Defendants then filed the instant motion to dismiss Plaintiff's defamation claim, Count III of the Amended Complaint, for failure to state a claim.
In deciding the Defendants' motion to dismiss pursuant to Rule 12(b)(6), the Court must "accept all factual allegations as true, construe the complaint in the light most favorable to the plaintiff, and determine whether, under any reasonable reading of the complaint, the plaintiff may be entitled to relief." Phillips v. County of Allegheny, 515 F.3d 224, 231 (3d Cir. 2008) (quoting Pinker v. Roche Holdings Ltd., 292 F.3d 361, 374 n.7 (3d Cir. 2002). Thus, "to survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (quoting Bell Atl. Corp v. Twombly, 550 U.S. 544, 570 (2007)).
Therefore . . . district courts should conduct a two-part analysis. First . . . the District Court must accept all of the complaint's well-pleaded facts as true, but may disregard any legal conclusions. Second, a District Court must then determine whether the facts alleged in the complaint are sufficient to show that the plaintiff has a 'plausible claim for relief.'
Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009) ...