The opinion of the court was delivered by: TIMOTHY K. LEWIS
Plaintiff brought this two-count suit in order to recover for alleged misrepresentation and breach of contract on the part of the defendants. Both plaintiff and defendants have moved for summary judgment with respect to plaintiff's misrepresentation claim.
For the reasons which follow, this court will deny both motions.
Plaintiff alleges that in 1982, defendants induced him to relinquish his position as Chief Executive Officer and Chairman of the Board of a fire truck manufacturing company in western New York in order to become President of the Macintosh-Hemphill division of Gulf & Western Manufacturing Company ("Mac-Hemp"). Plaintiff became the division's president and invested personal funds in Mac-Hemp, forming a corporation to do so. That corporation is now in bankruptcy, due mainly to liabilities which, plaintiff contends, the defendants knew or should have known of but failed to reveal to him. Plaintiff argues that defendants did not inform him of certain unfunded pension liabilities and vested retiree medical insurance benefits at the time he was hired as division president in 1982 and when he purchased Mac-Hemp. This, according to plaintiff, constituted a fraudulent or negligent misrepresentation of the state of the business. Plaintiff specifically alleges that defendants should be liable to him for inducing him to accept employment and to purchase the division once he became its president. Plaintiff asks this court to rule, as a matter of law, that he is entitled to summary judgment as to defendant's failure, whether fraudulent or negligent, to reveal vested retiree medical benefits as contemplated in the October 1983 sales agreement.
Rule 56(c) of the Federal Rules of Civil Procedure provides that summary judgment:
shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on the file together with affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.
In Celotex v. Catrett, 477 U.S. 317, 91 L. Ed. 2d 265, 106 S. Ct. 2548 (1986), the Supreme Court expressed the view that summary judgment is properly entered after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial. Id. at 322-24. The mere existence of a scintilla of evidence in support of the nonmovant's position is insufficient to withstand a summary judgment motion; there must be evidence upon which the jury could find for the party opposing the motion. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986). Genuine issues of material fact which preclude summary judgment exist where a reasonable jury could return a verdict for the nonmoving party based on specific evidence contained in the pleadings or discovery documents. Id. at 248. Because a jury is particularly well-suited to deciding factual issues concerning a party's intent or the reasonableness of a party's conduct, such issues are generally not appropriate for summary adjudication by the court. Matthews v. Ashland Chemical, Inc., 703 F.2d 921 (5th Cir. 1983); Frey v. Woodard, 748 F.2d 173 (3d Cir. 1984).
Plaintiff cannot prevail on the motion presently before the court. In order for plaintiff to succeed on his motion for summary judgment, this court would have to hold as a matter of law that defendants fraudulently or negligently failed to reveal the vested retiree medical benefits. For the reasons stated above, that determination is appropriately reserved for the trier of fact. Therefore, plaintiff's motion for summary judgment must be denied.
Turning to defendants' motion, the court is persuaded that summary adjudication should be denied because plaintiff has adduced sufficient evidence to create triable issues of fact with respect to the essential elements of a fraudulent concealment claim. Although defendants contend that plaintiff has not offered evidence to suggest that anyone at Mac-Hemp considered or reached a conclusion about the terminability of the retirement plan, the failure of defendants to disclose that no notice of termination of the plan was received by the United Steel Workers ("USW") during the 1977-78 strike -- perhaps making the plan nonterminable -- and affidavit testimony concerning oral promises of lifetime medical coverage constitute more than a "mere scintilla of proof," and therefore create a triable issue of fact as to whether any material undisclosed facts ever existed. In the court's view, a reasonable jury could conclude that defendants knew that plaintiff was acting on the basis of mistaken knowledge. To the extent that he was not informed that the USW had not received a termination notice or that defendants made oral promises to retirees regarding lifetime medical coverage, such a finding could be consistent with the plaintiff's theory of liability.
For the reasons stated in this opinion, defendants' motion is also denied. An appropriate order will follow.