Advanced Earth Packaging v. MRI Flexible Packaging

37 Pa. D. & C.5th 311
CourtPennsylvania Court of Common Pleas, Monroe County
DecidedMarch 25, 2014
DocketNo. 3705 CV 2013
StatusPublished

This text of 37 Pa. D. & C.5th 311 (Advanced Earth Packaging v. MRI Flexible Packaging) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Monroe County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Advanced Earth Packaging v. MRI Flexible Packaging, 37 Pa. D. & C.5th 311 (Pa. Super. Ct. 2014).

Opinion

HIGGINS, J.,

This case comes before the court on preliminary objections brought by defendant, MRI Flexible Packaging (hereinafter “MRI) to the plaintiffs’ Advanced Earth Packaging’s (hereinafter “AEP”) and Michael Keklak’s (collectively “plaintiffs”) amended complaint filed on August 30, 2013 in case number 3705 CV 2013. The facts of this case revolve around a contract for sales services entered into between the parties on July 1, 2009 according to which Plaintiffs agreed to provide sales services to the defendant in exchange for sale commissions.

Plaintiffs commenced a civil action by a praecipe for a writ of summons filed on May 3, 2013. On July 11, 2013, plaintiffs filed their complaint, asserting the following claims: (1) breach of contract; (2) unjust enrichment, and; (3) tortious interference with business relationships.

On August 2, 2013, MRI filed its preliminary objections. On August 30, 2013 plaintiffs filed their amended complaint, asserting the same three causes of action. By order of this court dated September 5, 2013, [313]*313MIR’s preliminary objections were denied as moot in light of plaintiffs’ amended complaint.

On September 13, 2013, MRI filed its preliminary objections to plaintiffs’ amended complaint claiming that: (1) AEP lacks capacity to sue; (2) AEP’s breach of contract claim is legally insufficient; (3) Plaintiffs’ unjust enrichment claim is legally insufficient; (4) Plaintiffs’ tortious interference with business relationships claim is barred by the gist of the action doctrine; (5) Plaintiffs’ tortious interference with business relationships claim is legally insufficient, and; (6) Monroe County is an improper venue. Also on September 13, 2013, MRI filed its memorandum of law in support of its preliminary objections to plaintiffs’ amended complaint. On December 2, 2013, plaintiffs filed their brief contra defendant’s preliminary objections.

DISCUSSION

In ruling on preliminary objections, we must accept as true all well-pleaded, material and relevant facts, along with all reasonably deducible inferences therefrom. Schuylkill Navy v. Langbord, 728 A.2d 964, 968 (Pa. Super. 1999). We need not accept as true, however, “conclusions of law, unwarranted inferences from the facts, argumentative allegations or expressions of opinion.” Myers v. Ridge, 712 A.2d 791, 794 (Pa. Commw. 1998). When ruling on a preliminary objection that would dismiss the action, we are mindful to sustain the objection only in the clearest of cases. King v. Detroit Tool Co., 682 A.2d 313,314 (Pa. Super. 1996). With these standards in mind, we now address defendant’s preliminary objection to plaintiffs’ amended complaint.

We first address MRI’s objection pursuant to Pennsylvania Rule of Civil Procedure 1028(a)(5) that [314]*314AEP lacks capacity to sue. In their amended complaint, plaintiffs indicate that Michael Keklak is the president and sole shareholder of AEP, a Pennsylvania Limited Liability Company. (See amend, complaint ¶¶ 1, 6). Attached to the plaintiffs’ amended complaint is the contract at issue executed by “Jim Mallon, VP Sales & Marketing — MRI and Michael Keklak, President — AEP” on July 1, 2009. (See amend, complaint “Exhibit A”). The terms of the contract, however, make no reference to AEP. Rather, the contract expressly grants certain rights to and confers certain duties on Michael Keklak.1 Because the terms of the contract make no reference to AEP, MRI would like us to sustain its objection and find that AEP accordingly lacks capacity to sue under the contract.

“The fundamental rule in interpreting the meaning of a contract is to ascertain and give effect to the intent of the contracting parties.” Murphy v. Duquesne University of The Holy Ghost, 777 A.2d 418, 429 (Pa. 2001). Accordingly, while AEP is not named in the express terms of the contract, AEP may be properly considered a party if such a reading would give effect to the intent of the contracting parties. Here, we find that such a reading would give effect to the intent of the parties.

The contract, a single paged document which is printed on MRI letter-head, twice acknowledges Michael Keklak’s [315]*315association with AEP. Looking more broadly at the purpose of the contract, we see that it is a service contract for the sale of MRI’s packaging products. Based on this, it would be an unwarranted inference to conclude that MRI, a company dealing in packaging, intended to contract solely with Michael Keklak as an individual completely unrelated to his role as president of AEP, also a company dealing in packaging. It seems clear to us, then, that MRI intended to contract with Michael Keklak in his capacity as president of AEP for the selling of MRI’s shrink sleeve labels. Accordingly, defendant’s preliminary objection pursuant to Pennsylvania Rule of Civil Procedure 1028(a) (5) is overruled.

We next turn to address MRI’s preliminary objection pursuant to Pennsylvania Rule of Civil Procedure 1028(a)(4) that AEP’s breach of contract claim is legally insufficient. “To support a claim for breach of contract, a plaintiff must allege: 1) the existence of a contract, including its essential terms; 2) a breach of duty imposed by the contract; and 3) resultant damage.” Woodward v. ViroPharma, Inc., 2013 WL 1485110 (Pa. Super. Apr. 3, 2013) (citing CoreStates Bank, N.A. v. Cutillo, 723 A.2d 1053, 1058 (Pa. Super. 1999)). In support of its claim that AEP’s breach of contract claim is legally insufficient, MRI again challenges AEP’s status as a party to the contract and argues that AEP cannot sue enforce the terms of the contract to which it was not a party. (Preliminary objections to amend, complaint ¶ 20). Because we have determined above that it is reasonable to infer that AEP is a party to the contract, this preliminary objection is overruled.

MRI’s third preliminary objection is also made pursuant to Pennsylvania Rule of Civil Procedure 1028(a)(4). Specifically, MRI claims that plaintiffs’ unjust enrichment [316]*316claim is legally insufficient in light of plaintiffs’ breach of contract claim. In support of this objection, MRI cites the long-settled principle that “the quasi-contractual doctrine of unjust enrichment is inapplicable when the relationship between parties is founded on a written agreement or express contract.” Braun v. Wal-Mart Stores, Inc., 24 A.3d 875,896 (Pa. Super. 2011) (quoting Schott v. Westinghouse Elec. Corp., 436 Pa. 279, 290, 259 A.2d 443, 448 (1969)). This argument, however, ignores another long-settled principle, and that is that “[cjauses of action and defenses may be pleaded in the alternative.” Pa.R.C.P. 1020(c).

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Related

Schuylkill Navy v. Langbord
728 A.2d 964 (Superior Court of Pennsylvania, 1999)
Schott v. Westinghouse Electric Corp.
259 A.2d 443 (Supreme Court of Pennsylvania, 1969)
Myers v. Ridge
712 A.2d 791 (Commonwealth Court of Pennsylvania, 1998)
King v. Detroit Tool Co.
682 A.2d 313 (Superior Court of Pennsylvania, 1996)
Corestates Bank, N.A. v. Cutillo
723 A.2d 1053 (Superior Court of Pennsylvania, 1999)
Bash v. Bell Telephone Co.
601 A.2d 825 (Superior Court of Pennsylvania, 1992)
Purcell v. Bryn Mawr Hospital
579 A.2d 1282 (Supreme Court of Pennsylvania, 1990)
Schultz v. MMI Products, Inc.
30 A.3d 1224 (Superior Court of Pennsylvania, 2011)
Etoll, Inc. v. Elias/Savion Advertising, Inc.
811 A.2d 10 (Superior Court of Pennsylvania, 2002)
Murphy v. Duquesne University of Holy Ghost
777 A.2d 418 (Supreme Court of Pennsylvania, 2001)
Braun v. Wal-Mart Stores, Inc.
24 A.3d 875 (Superior Court of Pennsylvania, 2011)
Felts v. Delaware, Lackawanna & Western Railroad
45 A. 493 (Supreme Court of Pennsylvania, 1900)

Cite This Page — Counsel Stack

Bluebook (online)
37 Pa. D. & C.5th 311, Counsel Stack Legal Research, https://law.counselstack.com/opinion/advanced-earth-packaging-v-mri-flexible-packaging-pactcomplmonroe-2014.