allow the Court to conclude that Plaintiff was so highly qualified that it would be impossible to believe that Sauer actually thought Plaintiff incompetent. Nor was there testimony that Sauer spoke highly of Plaintiff or thrusted important responsibilities upon him. Rather, the only commendation of Plaintiff's performance during the time Sauer was president came from Plaintiff himself; this evidence does not cause the Court to disbelieve Sauer's characterization of his own state of mind.
17. In January 1975, Carboni was promoted within Defendant, and Edward F. Sager was assigned the daily task of monitoring the AII account. Unlike his predecessor, he preferred to receive the reports on AII's activities from the AII president, rather than from Plaintiff.
18. As AII's economic position worsened, Defendant and AII continued to explore acquisition possibilities. In the spring of 1975, AII and Defendant discussed such a proposal with California Microwave. One of California Microwave's negotiating conditions was absolute confidentiality with regard to the negotiations. Sauer so informed his staff. Nevertheless, Plaintiff told a representative of one of AII's institutional investors about the negotiations. Notwithstanding any justification for this disclosure, it is clear that Plaintiff's conduct angered Sager when he learned about it. Sager had Plaintiff's employment contract reviewed and advised Sauer that it was a best efforts contract and was not legally binding. In early July 1975, he asked Sauer to fire Plaintiff.
19. Sauer refused, and responded by telling Sager that he, as president, was running the company. Sauer then discussed the matter with Plaintiff and told him to take the following week off. Plaintiff did so and returned to work after a week.
20. Although the financial condition of AII was weak in January 1975, AII had sixty-five to seventy employees. However, it became clear that in order for the company to survive until an acquirer was found, if one were ever found, employees would have to be laid off. The company could not afford to retain all its employees and, at the same time, maintain operation.
21. In August of 1975, Sauer decided that it was necessary to furlough all employees who were not involved in marketing and delivering the company's product to the consumer. After reviewing the personnel roster with his staff, Sauer decided to furlough twenty-four or twenty-five persons. This was not the first time AII furloughed employees; in 1974, fifteen to eighteen employees had been laid off at Plaintiff's suggestion. And in fact, in June of 1975, Plaintiff had recommended laying off additional employees. When AII distributed furlough notices on August 11, 1975, Plaintiff received one along with all the other members of his department. Plaintiff was the only management level employee to be furloughed.
22. Sauer based his decision to furlough Plaintiff on his evaluation of Plaintiff's usefulness to AII at that time; he concluded that Plaintiff was not contributing to AII's business and that AII could not afford to retain him. The actions of Defendant, by and through its employees, were not the proximate cause of Plaintiff's furlough.
23. Plaintiff would have been furloughed regardless of Sager's request and Plaintiff's disclosure of information to the representative of the institutional investor did not contribute to his being on the furlough list. The decision to furlough Plaintiff was based upon Sauer's independent evaluation of Plaintiff's performance and AII's needs at that time. Although the proximity in time between Sager's request that Plaintiff be fired and Plaintiff's furlough tends to support a finding that Sager's action proximately caused the lay off, this evidence is insufficient to discredit Sauer's testimony as to his own state of mind, especially since the furlough was consistent with the action taken against many of AII's employees at that time.
24. The furloughs were extended and notice of the extensions given on September 18, October 30, and December 15.
25. None of the employees furloughed ever returned to the payroll, although Sauer intended that they be rehired if a merger or acquisition occurred.
26. In October 1975, Plaintiff filed suit in New Jersey against AII alleging breach of his employment contract. Because of that suit's institution, Sauer requested Plaintiff's resignation and when he refused, he was notified that his services were terminated.
27. The financial condition of AII worsened and Defendant made demand for repayment of its loans; AII was caused to terminate operations. Defendant liquidated the assets of the company pursuant to its rights under the loan agreement.
CONCLUSIONS OF LAW
1. The Court has jurisdiction of this action pursuant to 28 U.S.C. § 1332.
2. To prove his claim against Defendant for malicious interference with his employment contract, Plaintiff must establish that, but for the conduct of Defendant, Plaintiff would have had the benefit of his bargain under the contract; in other words, Plaintiff must establish that Defendant's conduct was the proximate cause of the breach of the agreement. Kurtz v. Oremland, 33 N.J.Super. 443, 111 A.2d 100 (1954); Kahn v. Massler, 140 F. Supp. 629 (D.N.J.1956), Aff'd 241 F.2d 47 (3d Cir. 1957).
3. Plaintiff has not shown by a preponderance of the evidence that Defendant's conduct was the proximate cause of the employment furlough or termination, and Defendant is therefore not liable to the Plaintiff. The Court makes no finding with respect to whether the employment contract was breached, as it is not necessary to decide that issue to resolve this matter.
4. Judgment will be entered in favor of Defendant.
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