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TECHNO CORP. v. DAHL ASSOCS.

March 31, 1982

TECHNO CORPORATION, Plaintiff,
v.
DAHL ASSOCIATES, INC. George L. Dahl, John H. Stillwaggon, Davalco, Inc., Defendants



The opinion of the court was delivered by: WEBER

MEMORANDUM OPINION

A recurring theme in this diversity case has been the plaintiff's efforts to assert in personam jurisdiction over several individual defendants. The motions presently pending before this court require us, once again, to return to this theme. The plaintiff in this action, Techno Corporation, is a Pennsylvania company which manufactures tornado dampers for use on nuclear power projects. On March 16, 1981, the plaintiff filed a complaint in this court. In this complaint plaintiff named Dahl Associates, Inc. and its two principals, George Dahl and John Stillwaggon, as defendants. These three defendants are all residents of New Jersey.

 The plaintiff's complaint, as originally framed, proceeded in four counts. In Count I the plaintiff alleged that Dahl Associates, Inc. breached a written agreement to act as Techno's exclusive sales agent in certain counties of New York and New Jersey. Specifically the plaintiff alleged that Dahl Associates, while purportedly acting as Techno's exclusive agent, sold the products of direct competitors of Techno. Counts II, III and IV of the Plaintiff's complaint were directed against Dahl and Stillwaggon individually and alleged that these defendants wrongfully induced Dahl Associates, Inc., to break its contract with the plaintiff.

 The defendants responded to this complaint by filing a motion to dismiss. This motion focused on the individual defendants, Dahl and Stillwaggon, and argued that they were not subject to the personal jurisdiction of this court.

 We agreed and, in an opinion and order dated September 22, 1981, dismissed the plaintiff's complaint against defendants Dahl and Stillwaggon. In our opinion we acknowledged that these individuals had numerous business contacts with Pennsylvania. However, all of these contacts had occurred while the defendants were acting in their corporate capacities as officers of Dahl Associates, Inc. Following a line of cases we held that these actions, taken in a corporate capacity, did not give rise to personal jurisdiction over the individual defendants. See, Techno Corporation v. Dahl Associates, Inc., 521 F. Supp. 1036, 1037 (W.D.Pa.1981).

 We also rejected plaintiff's argument that jurisdiction existed over these individual defendants by virtue of 42 Pa.C.S.A. § 5322(a)(4). That section subjects individuals to the long-arm jurisdiction of Pennsylvania courts when they cause "any harm or tortious injury in this Commonwealth by an act or omission outside this Commonwealth." According to the plaintiff, Dahl and Stillwaggon, by inducing Dahl Associates to breach its contract, committed a "tortious injury in this Commonwealth" giving rise to personal jurisdiction in this court. In rejecting this argument we adopted the position that the plaintiff's complaint, in its present form, merely alleged that the defendants' breach of contract incidentally damaged Techno's business relations with others. Such an allegation, by itself, is insufficient under Pennsylvania law to establish an actionable tort. See, Glazer v. Chandler, 414 Pa. 304, 308, 200 A.2d 416 (1964). Because the plaintiff's complaint failed to state any cause of action sounding in tort, we held that long-arm jurisdiction could not be asserted over defendants Dahl and Stillwaggon by virtue of 42 Pa.C.S.A. § 5322(a)(4).

 Following this opinion and order Techno twice moved to amend its complaint. In these amendments the plaintiff once again asserted claims against Dahl and Stillwaggon individually. These amendments also named Davalco, Inc., a New Jersey corporation owned by Dahl and Stillwaggon, as a defendant in this action.

 At the heart of these amendments is the allegation that Dahl, Stillwaggon and Davalco, Inc., have tortiously interfered with Techno's economic relations with a third-party, Ebasco Services Inc. In its amended complaint the plaintiff recites that Ebasco was the construction engineer on three different nuclear power projects. From 1974 to 1979 Techno and Ebasco engaged in extensive on-going negotiations aimed at developing tornado dampers for use on these projects. As a result of these negotiations the plaintiff prepared detailed specifications for these dampers. On the basis of these dealings between the parties the plaintiff believed that it was virtually assured of receiving the contracts for these projects. The plaintiff further alleged that in 1979 Dahl, Stillwaggon and Davalco, Inc. encouraged Quality Air Design, a competitor of Techno, to submit bids on these nuclear power projects. According to the plaintiff these defendants assisted Quality Air Design by providing it with specifications and pricing information developed by Techno for these projects. Armed with this information Quality Air Design successfully obtained the contracts for these projects. The plaintiff's amended complaint concludes that all of this action was taken by the defendants with the specific intent and purpose of frustrating Techno's prospective economic relationship with Ebasco.

 The defendants have challenged the adequacy of these proposed amendments, once again arguing that the allegations in these pleadings are insufficient to subject them to the personal jurisdiction of this court. The defendants' jurisdictional challenge in this case is essentially two-fold. First, they argue that the plaintiff's amendments fail to state any valid cause of action against them. Because the plaintiff has not pleaded a proper tort cause of action, defendants argue that it cannot assert jurisdiction over them under 42 Pa.C.S.A. § 5322(a)(4). In addition, defendants contend that personal jurisdiction does not exist over them even if they have arguably committed a tort resulting in injury in this Commonwealth. Defendants argue that the mere commission of a tort outside this Commonwealth, resulting in injury in Pennsylvania, does not provide sufficient contact with this forum to justify the assertion of in personam jurisdiction.

 We feel, however, that the plaintiff's amended pleading does set forth a valid cause of action under Pennsylvania law. Moreover, we believe that the facts pleaded by the plaintiff establish sufficient contacts with this state to justify the exercise of in personam jurisdiction by this court.

 
§ 766B. Intentional Interference with Prospective Contractual Relation
 
One who intentionally and improperly interferes with another's prospective contractual relation (except a contract to marry) is subject to liability to the other for the pecuniary harm resulting from loss of the benefits of the relation, whether the interference consists of
 
(a) inducing or otherwise causing a third person not to enter into or continue the ...

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