Tyco Electronics Corp. v. Davis

895 A.2d 638, 2006 Pa. Super. 64, 2006 Pa. Super. LEXIS 284
CourtSuperior Court of Pennsylvania
DecidedMarch 27, 2006
StatusPublished
Cited by8 cases

This text of 895 A.2d 638 (Tyco Electronics Corp. v. Davis) 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
Tyco Electronics Corp. v. Davis, 895 A.2d 638, 2006 Pa. Super. 64, 2006 Pa. Super. LEXIS 284 (Pa. Ct. App. 2006).

Opinion

OPINION BY TAMILIA, J.:

¶ 1 Thomas F. Davis and his wife, Cynthia Cooper, appeal from the January 5, 2005 Order granting the motion for summary judgment filed by appellee Tyco Electronics Corporation, appellant husband’s former employer. The underlying lawsuit is a breach of contract and unjust enrichment action filed by Tyco against appellants to recover money owed to ap-pellee pursuant to a tax equalization policy (TEP) provided for expatriate employees. We affirm.

The facts which gave rise to this cause of action are as follows. Davis is a United States citizen who in the fall of 1996 accepted a foreign assignment from Tyco to begin working in Germany. Prior to commencing this assignment, Davis met with Tyco representatives who presented him with and explained Tyco’s “Expatriate Policies and Procedures Manual.” This document described Tyco’s tax equalization policy (TEP). The TEP was meant to make a foreign assignment tax neutral, meaning that Tyco would adjust the employee’s compensation such that the tax structure of a foreign country would not affect the employee’s compensation advantageously or disadvantageously.
Pursuant to TEP, Tyco would pay the employee’s foreign taxes and provide for the preparation of the employee’s tax returns, while the employee could claim the foreign tax credits on his United States tax return. However, the TEP provided that the employee could not retain the benefit of the foreign tax credits such that the employee’s tax liability would be less than what it would have been if the employee had remained in the United States. As such, if the employee’s hypothetical tax liability (a calculation of what the employee would have paid in taxes had he remained in the United States) was greater than the employee’s actual tax liability, the employee was expected to pay the difference to Tyco. Conversely, if the employee’s hypothetical tax liability was less than the employee’s actual tax liability, then Tyco would pay the difference to the employee.
In 1999, Davis retired from Tyco. Davis received a tax equalization calculation for each year from 1996 through 1999. Tyco brought suit to recover balances totaling $25,538 which they [sic] claimed to be due them [sic] pursuant to the final calculation of the tax equalization for the years 1998 and 1999. 1
1 The defendants do not dispute the amount that Tyco claims to be owed them [sic] pursuant to the final calculation of the tax equalization for the years 1998 and 1999; only that an enforceable agreement to pay those amounts existed between the parties.

Trial Court Opinion, Kleinfelter, J., 1/5/05 at 1-2. Reasoning that an implied agreement existed between the parties, the court granted Tyco’s motion for summary judgment. “Tyco asserts that all parties took actions that clearly manifested their respective intent to be contractually bound by the TEP.” Id. at 4. As a consequence of the Order granting summary judgment, it was concluded appellants owed appellee tax equalization payments for the tax *640 years 1998 ($2,387) and 1999 ($23,246). 1 We address appellants’ arguments bearing in mind the appropriate standard of review for an appeal from an Order granting summary judgment.

Our standard of review on an appeal from the grant of summary judgment is settled: a reviewing court may disturb the order of the trial court only where it is established that the court committed an error of law or abused its discretion. In evaluating the trial court’s decision to enter summary judgment, we focus on the legal standard articulated in the summary judgment rule, Pa.R.C.P. 1035.2 [Motion]. The rule states that where there is no genuine issue of material fact and the moving party is entitled to relief as a matter of law, summary judgment may be entered. We will view the record in the light most favorable to the non-moving party, and all doubts as to the existence of a genuine issue of material fact must be resolved against the moving party.

Feldman v. Pa. Medical Professional Liability Catastrophe Loss Fund, 868 A.2d 1206, 1208 (Pa.Super.2005), appeal denied, 584 Pa. 701, 882 A.2d 1006 (2005) (quotations and citations omitted).

¶ 2 Appellants responded in timely fashion to the court’s Order directing them to file a 1925(b) statement, and on appeal, they first argue that the court erred by finding there existed an implied contract between them and Tyco. 2 Appellants argue there is neither a bargained-for exchange between the parties, nor any indication of a mutual intent to be bound beyond the existence of the employment relationship. Pennsylvania law disfavors extrapolating an implied contract from an employment policy that clearly contained strong disclaimer language or from an at-will employment relationship that ended with appellant’s July 17, 1999 signing of a voluntary release from his employment with Tyco.

¶ 3 An implied contract may be found to exist where the surrounding circumstances support a demonstrated intent to contract. Lobar, Inc. v. Lycoming Masonry, Inc., 876 A.2d 997 (Pa.Super.2005).

A contract implied in fact can be found by looking to the surrounding facts of the parties’ dealings. Offer and acceptance need not be identifiable and the moment of formation need not be pinpointed. Implied contracts ... arise under circumstances which, according to the ordinary course of dealing and the common understanding of men, show a mutual intention to contract.

Id. at 1001. A contract implied in fact, “is an actual contract, and ... arises where the parties agree upon the obligations to be incurred, but their intention, instead of being expressed in words, is inferred from their acts in the light of the surrounding circumstances.” Cohen v. Marian, 171 Pa.Super. 431, 90 A.2d 373, 376 (1952) (emphasis in original); see also Halstead v. Motorcycle Safety Foundation, Inc., 71 F.Supp.2d 455 (E.D.Pa.1999).

¶ 4 We have reviewed the record and agree with the trial court that the appellants were obliged, as evidenced by their conduct and admissions, to pay the amounts owed pursuant to the TEP agreement for the tax years 1998 and 1999. The TEP agreement describes the following responsibilities for the respective parties:

*641 Employee Contribution, Hypothetical Tax:

While on assignment, the expatriate is expected to pay the same amount in taxes that would have been paid in the home country.
This contribution is called a Hypothetical Tax.
[Tyco] retains a tax consultant to help the expatriate prepare both home and host country tax returns.

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Bluebook (online)
895 A.2d 638, 2006 Pa. Super. 64, 2006 Pa. Super. LEXIS 284, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tyco-electronics-corp-v-davis-pasuperct-2006.