Tisa v. Beasley FM Acquisition Corp.

343 F. App'x 793
CourtCourt of Appeals for the Third Circuit
DecidedSeptember 2, 2009
DocketNo. 08-3168
StatusPublished

This text of 343 F. App'x 793 (Tisa v. Beasley FM Acquisition Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Third Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Tisa v. Beasley FM Acquisition Corp., 343 F. App'x 793 (3d Cir. 2009).

Opinion

OPINION

AMBRO, Circuit Judge.

Beasley Acquisition Corp. and Beasley Broadcast Group, Inc. (collectively “Beasley”) appeal from a jury verdict in favor of plaintiff Charles Tisa on his claims for breach of contract and violation of the Pennsylvania Wage Payment and Collection Law, 42 Pa.C.S.A. § 260.1, et seq. Beasley contests the District Court’s rulings regarding the ambiguity of Tisa’s employment agreement and the admission of certain testimony and evidence at trial. Those contentions do not persuade us, and thus we affirm.

I.

Because we write for the parties, our recitation of the facts is abbreviated. We review “the facts in the light most favorable to the verdict” winner, Tisa. United States v. Jimenez, 513 F.3d 62, 69 (8d Cir .2008).

Beasley hired Tisa in 2001 to serve as the program director for its owned and operated radio station, WRDR (96.5). In 2003, Beasley issued a warning to Tisa based on the sexual harassment complaint of a station employee. Despite this warning, Beasley renewed Tisa’s employment agreement in 2004.

David Donahue, the station manager, negotiated with Tisa the terms of his new agreement. Among other things, Donahue agreed to increase the amount of severance money Tisa could receive for termination without cause from three months’ to six months’ pay. Tisa and Donahue memorialized this increase on a copy of Tisa’s old agreement, jointly initialing the change. Bruce Beasley, the president of the station, approved Tisa’s agreement in its final form and signed the document on its behalf.

Donahue left the station shortly after negotiating Tisa’s renewed agreement. Lynn Bruder took his place. As station manager, she worked with Jerry Clifton, a long-time consultant to the station, to develop a new “rhythmic format” and improve programming, imaging, and on-air talent hiring. In the course of these efforts, Bruder told Clifton that she was displeased with Tisa’s performance. Bruce Beasley also told Clifton that he disliked Tisa. Clifton shared these remarks with Tisa.

Bruder fired Tisa in 2005. She did so at a meeting attended by Tisa and Alice Eti-enne, a representative from Beasley’s human resources department. At the meeting, Bruder first stated that she was firing Tisa because of his “poor ratings.” But when Tisa informed her that, according to his employment agreement, termination for poor ratings secured him six months of severance pay, she also attributed his firing to insubordination. Bruder then told Tisa that he would receive only two weeks severance.

Tisa sued. He claimed that he was fired without cause and deserved the severance agreed to in his employment contract. Beasley responded that it fired Tisa for cause and, in any event, owed him only three months severance pay. In arguing the latter point, Beasley emphasized that Bruce Beasley had not initialed the severance pay change to Tisa’s employment agreement at the time he approved it. Following discovery, Beasley also added an “after acquired evidence” defense based on the new claim of a station intern who alleged that Tisa had touched him inappropriately and propositioned him for oral sex in 2003. Beasley claimed that, had it [796]*796known about this incident in 2003, it would have fired Tisa for cause.

Before trial, Beasley filed a motion in limine asking the District Court to find that Tisa’s employment agreement unambiguously required Bruce Beasley to have initialed the severance pay change in order to make it enforceable. The Court denied this motion. It also determined that Beasley would have to prove at trial that Tisa’s agreement permitted Beasley to terminate him “for cause” based on conduct that occurred prior to the agreement’s approval in 2004.

At trial, the Court asked the jury to determine whether Beasley fired Tisa for cause, considering the “after acquired evidence” only if it found that the agreement authorized Beasley to take it into account. The Court also requested the jury to decide whether the increased severance pay provision of Tisa’s agreement was valid, assuming that it was as if Bruce Beasley signed it after Tisa and Donahue agreed to and initialed the provision. To help the jury make these decisions, the Court admitted hearsay evidence of the remarks Clifton said to Tisa, and allowed Tisa’s attorney to read from Etienne’s deposition transcript during closing arguments.

The jury found in Tisa’s favor and awarded him $154,816.24. Beasley now appeals.1

II.

Beasley argues that the District Court erred by: (1) denying its motion to declare Tisa’s severance increase unambiguously invalid absent Bruce Beasley’s initialing of it; (2) determining that Tisa’s agreement was ambiguous as to what constituted a “for cause” termination; (3) admitting hearsay testimony of Clifton’s statements to Tisa; and (4) allowing Tisa’s attorney to quote from Etienne’s discovery transcript during closing argument. We disagree with each of these arguments.

A.

Beasley’s claim regarding the validity of the altered severance clause in Tisa’s agreement is grounded in the authorizing provision of the agreement. The provision states: “This AGREEMENT will not be considered to be binding, nor will any modification become effective, until signed by Charles Tisa, David Donahue, and Bruce Beasley.” According to Beasley, the provision “defined the process by which the parties could modify the agreement” and required that Bruce Beasley initial the severance increase in order to make it effective. Thus, Beasley claims, the Court was wrong to deny that the severance provision was unambiguously invalid and acted “inconsistently” in later ruling that the clause was unambiguously valid if Bruce Beasley signed the agreement after Tisa and Donahue changed that provision.

We exercise plenary review over the District Court’s determinations regarding the ambiguity of Tisa’s employment agreement. See Allegheny Int’l, Inc. v. Allegheny Ludlum Steel Corp., 40 F.3d 1416, 1424 (3d Cir.1994). Under Pennsylvania law, which applies to this case, “[contractual language is ambiguous if it is reasonably susceptible of different constructions and capable of being understood in more than one sense.” Madison Constr. Co. v. Harleysville Mut. Ins. Co., 557 Pa. 595, 735 A.2d 100, 106 (1999). Applying this standard, we conclude that the Court did not err in making either of the rulings about which Beasley complains.

First, the Court properly denied Beasley’s assertion that Tisa’s agreement clearly required Bruce Beasley to initial the changed severance provision to give it [797]*797effect. The authorizing provision of the agreement requires only that Bruce Beasley sign the agreement to enact or modify it. No provision states that Bruce Beasley, or any party, was required to initial any changes written into the agreement.

Second, the District Court did not rule inconsistently in determining that the increased severance unambiguously was valid if Bruce Beasley, along with Tisa and Donahue, signed the agreement after they changed the severance provision’s terms. Beasley contends this is incorrect because it claims that, in denying its in limine

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