MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP Mark A. Rosen, Esq. Morristown, NJ, Counsel for Plaintiff.
DILWORTH PAXSON LLP, Erin Galbally, Esq., James J. Rodgers, Esq., Philadelphia, PA, Counsel for Defendants.
JOSEPH E. IRENAS, Senior District Judge.
This tortious interference suit comes before the Court on Defendants Ameriquest Transportation Services ("AMQST") and Brown NationaLease's ("BNL") motion for summary judgment. (Dkt. No. 38) Plaintiff Peter Vroom was dismissed by his former employer, Truck Renting and Leasing Association ("TRALA"), and alleges that Defendants' executives conspired to, and succeeded in, wrongfully bringing about his dismissal. Defendants argue summary judgment is necessary because Plaintiff has failed to produce any evidence of unlawful conduct. For the reasons outlined below, the Court will grant Defendants' motion.
From November 2001 until July 8, 2009, Plaintiff served as President and Chief Executive Officer of TRALA, a national nonprofit trade association providing legislative advocacy to the truck renting and leasing industry. The association is dependent upon membership dues and sponsorship revenue to support its activities. (Vroom Aff. ¶ 11)
Defendant AMQST is a for-profit corporation providing fleet management services to independent truck companies. (Defs.' Stmts ¶ 8; Pl.'s Stmts ¶ 8) AMQST is itself a member of TRALA, and Doug Clark ("Clark"), its Chief Executive Officer, previously served on the Board of Directors of TRALA. (Pl.'s Stmts ¶ 9)
In December 2006, AMQST acquired NationaLease Purchasing Corporation ("NPC"), a for-profit corporation that operates the equipment purchasing program for National Truck Leasing Association ("NTLA" or "NationaLease"), a nonprofit trade association comprised of independent truck lessors operating throughout North America. (Vroom Aff. ¶ 3) Up until one month prior to Vroom's dismissal, NTLA was itself a member of TRALA. (Ford Aff. ¶ 15)
NTLA members purchase truck parts and supplies from NPC, use the NationaLease trademark in advertising, and receive roadside assistance from fellow member companies. (Defs.' Stmts ¶ 15) NTLA members comprise an important subset of TRALA's membership.
Defendant BNL is an independent truck leasing company and a member of NTLA. (Defs.' Stmts ¶¶ 12, 13) Thomas Brown ("Brown") is the President of BNL, serves as Chairman of the Board of Directors for NTLA, and, like Clark, was formerly a member of TRALA's Board of Directors. (Defs.' Stmts ¶ 17)
As part of AMQST's purchase of NPC, AMQST and NTLA entered into a management agreement in which AMQST assumed complete operational control of NTLA. (Defs.' Stmts ¶ 14; Opp'n Br. at 4; Pl.'s Stmts ¶ 8) Although NPC and NTLA do not have a direct corporate relationship, "most of the NTLA member companies were shareholders of NPC." (Opp'n Br. at 4)
Following the merger, AMQST began using NTLA to compete with TRALA, a development Vroom believed created a conflict of interest for Clark and Brown, as both were Directors of TRALA and held leadership positions with AMQST/NTLA. (Vroom Aff. ¶¶ 31-32) His concern intensified when AMQST began holding NTLA conferences at times that conflicted with TRALA's, thereby diverting TRALA revenue. (Vroom Aff. ¶¶ 22-26)
In an attempt to resolve the parties' concerns, TRALA held a meeting in February 2009 in Orlando, Florida with Vroom, Brown, and several NTLA representatives. (Defs.' Stmts ¶ 26) Vroom addressed his conflict of interest concerns and suggested that NTLA change its leadership-a suggestion quickly rebuffed. (Defs.' Stmts. ¶ 30) Vroom subsequently launched into an expletive-laden tirade, for which he apologized the following day. (Defs.' Stmts ¶¶ 32-33) TRALA's counsel circulated a memorandum following the meeting restating Vroom's concerns. (Opp'n Br., Ex. 24)
Following the meeting, Clark spoke with other AMQST Board Members about seeking Vroom's dismissal. (Vroom Aff. ¶ 42; Riha Aff. ¶¶ 29-30) Clark proposed informing the Chairman of TRALA that AMQST ...