Reynolds Advanced Materials, Inc. v. Ely

33 Pa. D. & C.5th 122
CourtPennsylvania Court of Common Pleas, Northampton County
DecidedAugust 1, 2013
DocketNo. C-48-CV-2013-3512
StatusPublished

This text of 33 Pa. D. & C.5th 122 (Reynolds Advanced Materials, Inc. v. Ely) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Northampton County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Reynolds Advanced Materials, Inc. v. Ely, 33 Pa. D. & C.5th 122 (Pa. Super. Ct. 2013).

Opinion

KOURY, J.,

The parties are before the court on (1) the preliminary objections of defendants Katherine Ely (“Ely”), Andrew Edman (“Edman”), and Plus Fabrication, LLC (“Plus Fabrication”) (collectively, “defendants”) to the complaint of plaintiff Reynolds Advanced Materials, Inc. (“Reynolds”) and (2) defendants’ motion to dismiss the complaint based on the doctrine of forum non conveniens pursuant to 42 Pa.C.S.A. §5322(e). For the reasons set forth below, we find that our Court is a forum non conveniens for this action.

BACKGROUND

I. The Parties

Reynolds’s pleadings make conflicting statements about its structure and locations. Reynolds’s complaint states that “[Reynolds] is a Massachusetts corporation, authorized to do business in Pennsylvania, and has an address of 45 Electric Avenue, Brighton, MA 02135.” Compl. ¶ 1. However, exhibit B to the complaint, a contract between Reynolds and Edman, states that Reynolds is “a Texas corporation, with an address 2131 S. Harwood St., Dallas, TX 75215.” Compl., ex. B, at 1.

[124]*124In an apparent effort to resolve the conflict between these documents, in Reynolds’s answer to defendants’ preliminary objections, Reynolds states that “[Reynolds] is a corporate entity, incorporated under the laws of Texas, with a principal office location of 2000 Saint John Street, Easton, Pennsylvania 18042.” Plaintiff’s answer to defendants’ preliminary objections (“answer”) ¶2. The affidavit of Sal “Trey” Bianco filed in support of Reynolds’s answer (the “Bianco affidavit”) states that “[Reynolds] is a corporate entity operating in eight (8) locations throughout the United States” and that “[e]ach location that [Reynolds] operates is a distinct corporate entity, owned wholly by myself and the other joint owner.” Aff. of Sal “Trey” Bianco (“Bianco aff.”) ¶¶2-3. Reynolds asserts that the Easton office makes management decisions for Reynolds’s business in Massachusetts, including review and approval of purchase orders, shipment of products, payment of invoices, payroll, design of products, customer lists, marketing and advertising, human relations, employee training, and technical and sales assistance. See answer ¶¶29, 32; Bianco aff. ¶¶4, 8-10. Taking these documents together, and viewing them in the light most favorable to Reynolds, it would appear that Reynolds is a Texas corporation with operations in Texas, Massachusetts, and several other locations and an administrative office in Easton, Pennsylvania.

Reynolds is owned and operated by two individuals, Bianco and Robert C. Western (“Western”), who work in Reynolds’s office in Easton. See compl. ¶12; Bianco aff. ¶¶1, 3, 9; aff. of Andrew Edman (“Edman aff”) ¶16. Defendants assert that Bianco and Western live in New [125]*125Jersey. See Edman aff. ¶16. Plaintiffs have not denied this assertion.

Reynolds is a distributor for Smooth-On, Inc. (“Smooth-On”), a company that designs and manufactures rubbers, plastics, foams, and similar materials for use in a variety of applications including sculpture, restorations, prototypes and models, and special effects in motion pictures. See compl. ¶¶6-8. Eighty percent of the products sold by Reynolds are manufactured by Smooth-On. See Bianco aff. ¶5. Reynolds orders products from Smooth-On, and Smooth-On ships the products directly to Reynolds’s customers. See compl. ¶¶10-11. Smooth-On is a Pennsylvania corporation with its principal place of business in Easton, Pennsylvania. See compl. ¶9; Bianco aff. ¶5. Although Smooth-On is owned and operated by Bianco and Western, there is no corporate affiliation between Reynolds and Smooth-On. See Bianco aff. ¶7. Smooth-On is not a party to this action.

Defendants Edman and Ely are adult individuals who live in Massachusetts. See compl. ¶¶2-3; answer ¶56; Edman aff. ¶2; aff. of Katherine Ely (“Ely aff.”) ¶2. Plus Fabrication is a Massachusetts limited-liability corporation with its principal place of business in Cambridge, Massachusetts. See compl. ¶4; answer ¶56. Edman and Ely are the managers of Plus Fabrication and work in its office in Cambridge, Massachusetts. See compl. ¶¶2-3; Edman aff. ¶23; Ely aff. ¶28; Plus aff. ¶¶3-4.

II. Reynolds’s Hiring of Edman and Ely

In 2010, Edman applied for a position with Reynolds and was interviewed by Eli Mather (“Mather”) and Scott [126]*126Moulton (“Moulton”) at Reynolds’s office in Brighton, Massachusetts. See Edman aff. ¶¶3, 6. On June 3, 2010, Mather sent a letter to Edman offering him a position as an Operations Support associate in Reynolds’s Brighton, Massachusetts office at a salary of $40,000 per year. See compl. ¶¶13-14, ex. A; Edman aff. ¶7. On June 6, 2010, Edman signed the offer letter. See compl. ¶¶13-14, ex. A; Edman aff. ¶8.

On June 7, 2010, Edman signed an employment agreement that provided, among other things, that he would not use or disclose any proprietary information or technology he acquired or developed during the course of his employment with Reynolds. See compl. ¶¶15-19, ex. B. There was no forum-selection clause in Edman’s employment agreement. See id., ex. B.

On June 21, 2010, Edman began his employment with Reynolds. See Edman aff. ¶9. He was later promoted to Branch Manager and oversaw operations in New York and New England. See id. ¶9.

In June 2011, after Edman was promoted to Branch Manager, he interviewed Ely for a position with Reynolds. See Edman aff. ¶10; Ely aff. ¶¶3, 6. Ely had applied to Reynolds based on the recommendation of her then-employer, Linda Ross of Linda Ross Art Studio in Boston. See Ely aff. ¶3. On June 16,2011, Edman sent Ely a letter offering her a position as a Technical and Sales Support associate in Reynolds’s Brighton, Massachusetts office at a salary of $45,000 per year. See compl. ¶20, ex. C; Ely aff. ¶7.

On June 19, 2011, Ely signed the offer letter and an [127]*127employment agreement that provided, among other things, that she would not use or disclose any proprietary information or technology she acquired or developed during the course of her employment with Reynolds, compete with Reynolds or any of its related entities, solicit Reynolds’s customers for purposes at odd with those of Reynolds, solicit Reynolds’s employees to leave their employment with Reynolds, or divert any business opportunities relating to the business of Reynolds. See compl. ¶¶21-27, exs. C, D; Edman aff. ¶11; Ely aff. ¶¶8-10. In addition, Ely’s employment agreement provided that for a period of two years following termination of her employment with Reynolds, she would not, acting alone or in concert with others, be connected with any entity engaged in Reynolds’s business in competition with Reynolds anywhere in Massachusetts; solicit any customers of Reynolds with whom she had had contact in the last five years of her employment at Reynolds; or solicit any of Reynolds’s employees to leave their employment with Reynolds. See compl., ex. D. Ely’s employment agreement contained a forum-selection clause providing that she “consents to the exclusive jurisdiction and venue of the Court of Common Pleas of Northampton County, Pennsylvania.. .which shall apply Pennsylvania law.” Id. ¶28, ex. D, §4.4.

On July 11, 2011, Ely started working at Reynolds at the Brighton, Massachusetts office. See Ely aff. ¶14.

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Bluebook (online)
33 Pa. D. & C.5th 122, Counsel Stack Legal Research, https://law.counselstack.com/opinion/reynolds-advanced-materials-inc-v-ely-pactcomplnortha-2013.