Meyer v. Del. Valley Lift Truck, Inc.

392 F. Supp. 3d 483
CourtDistrict Court, E.D. Pennsylvania
DecidedJune 7, 2019
DocketCIVIL ACTION NO. 18-1118
StatusPublished
Cited by14 cases

This text of 392 F. Supp. 3d 483 (Meyer v. Del. Valley Lift Truck, Inc.) is published on Counsel Stack Legal Research, covering District Court, E.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Meyer v. Del. Valley Lift Truck, Inc., 392 F. Supp. 3d 483 (E.D. Pa. 2019).

Opinion

WENDY BEETLESTONE, District Judge

This family dispute turns on one principal question: Was one brother, John W. Meyer ("Jack"), within his rights to push another brother, Jim Meyer, out of the family business? Jim has sued Jack, Barbara Meyer (Jack's wife), the Law Offices of Barry F. Penn (Jack's lawyer, hereinafter "Penn"), and the business itself, Delaware Valley Lift Truck, Inc. ("DVLT"), complaining that his ouster was improper.

Out of this basic controversy, Plaintiff asserts various counts under state law. Pending now are two motions to dismiss the Complaint, one filed by Jack, Barbara and DVLT, and another filed by Penn. For the reasons that follow, both motions will be granted in part and denied in part.

I. LEGAL STANDARD

To overcome 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 , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. In determining whether a complaint satisfies this standard, a court must First outline the required elements, then "peel away" legal conclusions from the complaint, and finally decide whether the well-pled factual allegations plausibly entitle the plaintiff to relief. Bistrian v. Levi , 696 F.3d 352, 365 (3d Cir. 2012).

When interpreting Pennsylvania law, this Court must follow the Pennsylvania Supreme Court. In re Energy Future Holdings Corp. , 842 F.3d 247, 253-54 (3d Cir. 2016). If the law is unclear and there is no controlling precedent issued by Pennsylvania's highest court, this Court must "predict" how it would rule, giving "due regard, but not conclusive effect, to the decisional law of lower state courts." Nationwide Mut. Ins. Co. v. Buffetta , 230 F.3d 634, 637 (3d Cir. 2000).1

*489II. FACTS

Although the Complaint makes for a lengthy document replete with far-reaching conclusory legal assertions, "peel[ing] away" these legal conclusions from the Complaint leaves the following spare set of factual allegations.2

DVLT is a closely held corporation that sells, rents, and services forklifts and material handling equipment. At least initially, the company was jointly owned by Jim and Jack. On February 1, 2008, Jim and Jack executed a "Shareholders' Agreement" (the "Agreement") that defined each party's rights and responsibilities with respect to the company. The Agreement contained two provisions that are relevant to the pending motions:

Section 3(a).
Termination of Employment, (a) If the employment of any Shareholder [that is, Jim or Jack] now or hereafter employed by Corporation terminates for any reason, other than by Disability, death or Retirement, such termination, whether voluntary or involuntary, shall be treated as an offer (made on the date of termination of employment) to sell all of his Shares and any Shares previously transferred by Shareholder to a trust as permitted by Paragraph 2(c) at the Purchase Price, as determined under Paragraph 9(c), first to the Corporation and then, if required, to the Other Shareholders under the offering procedures set forth in Paragraphs 6 and 7 hereof. The terms of payment of the Purchase Price for such Shares shall be as set forth in Paragraph 10 hereof
Section 26(c).
The Shareholders acknowledge that major decisions of the Corporation shall require unanimous consent of the Shareholders. In the event of a disagreement between the Shareholders that cannot be resolved, the Shareholders agree that John C. Meyer, Sr., who may consult with Don Fork, shall resolve such disagreement. In the event John C. Meyer is unavailable in the event of disagreement, Don Fork shall resolve such disagreement; otherwise, arbitration under Paragraph 23 hereof shall control.

In late June 2017, Jack represented to Jim that Jack had hired Penn as DVLT's *490attorney. Jack began paying Penn attorneys' fees with DVLT's funds. Jim asserts that Penn's representation of DVLT was a "falsehood"-that in fact Penn represented and had undivided loyalty "to its real client, Jack," rather than to DVLT. Jim also asserts that Penn accepted employment "with full knowledge" of this falsehood.

According to the Complaint, Jack and Penn fired Jim (as well as Jim's wife and daughter) from DVLT by "expel[ling], freez[ing]-out and exclud[ing]" him (and his wife and daughter) from the company. Upon effectuating the firing, Jack changed DVLT's physical locks and electronic passwords to prevent Jim's entry, and told Jim that if he tried to enter the building then he-Jack-would call the police. Jack also paid certain bonuses and benefits to himself and his family. After these events took place, Jack and Penn represented to employees, vendors, and industry members that they "had the good cause as well as the power and authority" to fire Jim.3 The Complaint states that the company is "either insolvent or on the brink of insolvency." The Complaint also states that Defendants refused to arbitrate certain claims after they fired Jim.

Jim now asserts eleven Counts, with some combination of Jack, Barbara, DVLT, and Penn named as Defendants4 for each: Appointment of Custodian under 15 Pa. C.S.A. § 1767(a)(2) (Count I); Involuntary Winding Up and Dissolution of DVLT under 15 Pa. C.S.A. § 1981 (Count II); Declaratory Judgment (Count III); Injunction to Bar Jack and DVLT from Continuing to Use Penn as the Attorney for DVLT (Count IV); Breach of Fiduciary Duty (Count V); Conversion (Count VI); Unjust Enrichment (Count VII); Breach of Contract and Breach of the Covenant of Good Faith and Fair Dealing (Count VIII); Waste of Corporate Assets (Count IX); Damages Resulting from Tortious Conduct (Count X); and, Civil Conspiracy and Aiding and Abetting Torts (Count XI).

III. DISCUSSION

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Bluebook (online)
392 F. Supp. 3d 483, Counsel Stack Legal Research, https://law.counselstack.com/opinion/meyer-v-del-valley-lift-truck-inc-paed-2019.