Sullivan v. Chartwell Investment Partners, LP

873 A.2d 710, 2005 Pa. Super. 124, 2005 Pa. Super. LEXIS 733
CourtSuperior Court of Pennsylvania
DecidedApril 5, 2005
StatusPublished
Cited by151 cases

This text of 873 A.2d 710 (Sullivan v. Chartwell Investment Partners, LP) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sullivan v. Chartwell Investment Partners, LP, 873 A.2d 710, 2005 Pa. Super. 124, 2005 Pa. Super. LEXIS 733 (Pa. Ct. App. 2005).

Opinion

BOWES, J.:

¶ 1 Mark A. Sullivan appeals from the trial court order entered on November 17, 2003, granting Appellee’s, Chartwell Investment Partners, LP, preliminary objections to Appellant’s amended complaint and dismissing it with prejudice. We vacate the order and remand.

¶2 On November 19, 2002, Appellant initiated this action by filing a civil complaint against Appellee, his former employer, alleging violations of the Wage Payment and Collection Law and asserting claims relating to breach of contract, promissory estoppel, fraud, and negligent misrepresentation. On April 21, 2003, the trial court sustained Appellee’s preliminary objections in the nature of a demurrer but granted Appellant leave to file an amended complaint. On May 12, 2003, Appellant filed an amended complaint, wherein he altered one of the bases of his recovery and conceded that he was an at-will employee. The amended complaint contained similar counts as the prior complaint; however, it also included an allegation that Appellee violated the Pennsylvania Limited Partnership Act. On October 30, 2003, the trial court sustained Appel-lee’s demurrer to the amended complaint but again, permitted Appellant to amend the complaint. After Appellant refused to amend his complaint any further, the trial court entered its November 17, 2003 order dismissing the amended complaint with prejudice. This appeal followed.

¶ 3 Appellant raises the following allegations of trial court error:

1. Did the court below wrongly dismiss plaintiffs Amended Complaint in its entirety because the court below erroneously found and concluded that:
*714 (a) “At-will” employment status meant that plaintiff could not state either breach of contract claims or contractual entitlement to compensation under a December 2000 agreement CCounts l-II);
(b) Plaintiff did not state either a breach of contract claim or contractual entitlement to severance, the purchase of his ownership interest in the defendant partnership, and unpaid 2002 compensation (Counts VI and VII);
(c) Plaintiff was entitled to no relief whatsoever under promissory estoppel theories (Count III and VIII);
(d) The gist[-]of[-]the[-]aetion doctrine barred prosecution of all of plaintiffs fraud and negligent misrepresentation claims and/or plaintiff failed to plead all elements of those claims (Counts TV, V, IX and X);
(e) Plaintiffs pleading was legally insufficient to maintain'a cause of action for violation of the Pennsylvania Limited Partnership Act (Count XI)?

Appellant’s brief at 3.

¶ 4 Essentially, Appellant argues that the trial court erred in concluding that no recovery was possible under the amended complaint. Our scope and standard of review follows:

In matters requiring the dismissal of an action based on preliminary objections in the nature of a demurrer this Court’s scope of review is plenary. Belser v. Rockwood Casualty Ins. Co., 791 A.2d 1216, 1219 (Pa.Super.2002) (internal citations omitted). “A reviewing court must decide the merits of the preliminary objections ‘solely on the basis of the pleadings’ and not on testimony or evidence outside the complaint.” Id. (quoting Williams v. Nationwide Mut. Ins. Co., 750 A.2d 881, 883 (Pa.Super.2000)). A preliminary objection in the nature of a demurrer -tests the legal sufficiency of the complaint. The standard of review to be used in deciding such preliminary objections is also well-settled:
When reviewing an order granting preliminary objections in the nature of a demurrer, an appellate court applies the same standard employed by the trial court: all material facts set forth in the complaint as well as all inferences reasonably deducible therefrom are admitted as true for the purposes of review. The question presented by the demurrer is whether, on the facts averred, the law says with certainty that no recovery is possible. - Where any doubt exists as to whether a demurrer should be sustained, it should be resolved in favor of overruling the' demurrer. Vulcan v. United of Omaha Life Ins. Co., 715 A.2d 1169, 1172 (Pa.Super.1998) (internal citations and quotation marks omitted).

Insurance Adjustment Bureau, Inc. v. Allstate Ins., 860 A.2d 1038, 1041 (Pa.Super.2004).

¶ 5 Appellant pled the following relevant facts in his amended complaint, which we must assume are true. In 1998, representatives of Appellee offered Appellant a position as Vice President of Marketing and Client Services earning a $150,000 annual salary and potential bonuses based on revenue generated by Appellant’s clients in a given year. The bonuses were scheduled to be paid in August of the current year and February of the following year, after the prior year’s revenues had been calculated. Appellant began his employment in March 1998 receiving his base salary, an August bonus, and a bonus in February 1999. In December 1999, Appellee increased Appellant’s basé pay to $170,000 effective in 2000. In 2000, Appellant received his $170,000 base salary and an undisclosed August bonus. In February *715 2001, he received a $75,000 year-end bonus for 2000.

¶ 6 Also in 2000, Appellee proposed increasing Appellant’s base salary to $220,000 for 2001, but sought to recalculate the manner in which Appellant’s bonuses were to be determined. To prevent Appellant from leaving his employment, Appel-lee agreed that Appellant’s compensation for 2001 would not be less than his compensation for 2000. Appellant accepted the amended compensation package and continued his employment.

¶ 7 In 2001, Appellant was offered a 0.4 % ownership interest in the firm. To avoid the tax consequences of executing the option, Appellant exercised a “phantom purchase,” in, that no money was exchanged. Thereafter, Appellee’s representatives referred to Appellant as one of the thirty-four owners.

¶ 8 On December 19, 2001, a senior executive of the firm informed Appellant that he would not become a partner, would not be promoted, and suggested that Appellant find another job. Appellant did not resign immediately because Appellee agreed to provide him with an industry-standard severance and compensate him for his 0.4% share of the partnership in return for Appellant’s continued marketing and business contacts. Appellant retained his position until he found alternative employment. At the end of 2001, Appellant received a year-end bonus of $85,000, which made his 2001 compensation a minimum of $75,000 less than his 2000 compensation. Appellant alleges that the shortfall is the result of Appellee improperly applying the $75,000 bonus for services rendered in 2000 to Appellant’s 2001 compensation.

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Bluebook (online)
873 A.2d 710, 2005 Pa. Super. 124, 2005 Pa. Super. LEXIS 733, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sullivan-v-chartwell-investment-partners-lp-pasuperct-2005.