The opinion of the court was delivered by: CALDWELL
This action arises from a lease of property owned by Owen, Inc. ("Owen") in York, Pennsylvania. The Plaintiff, University Graphics, Inc. ("University") maintains that the Defendants, Pro-Image Corporation ("Pro-Image") and MDC Corporation ("MDC")
, interfered with its contractual, or prospective, relationship with Owen by inducing Owen not to lease the property to University. We are considering the Defendants' motion for summary judgment.
Pro-Image and University are each engaged in the pre-press services business. During 1994, both were seeking to lease commercial space in the York area, and were shown potential locations by H.G. Rotz Associates, Inc. ("Rotz"). One of those locations was owned by Owen ("the property").
David Keech, a Rotz agent, showed the property to Pro-Image, while W. George Bliss, also a Rotz agent, showed the property to University.
Pro-Image signed a written Offer to Lease the property on August 9, 1994. Thereafter, renovations began and Pro-Image was to occupy the building on September 1, 1994. A final lease agreement was signed on or about August 26, 1994.
During the same period, Bliss was negotiating a lease with Jeffrey Barrie and Jay Lininger, who were acting on behalf of University. Discussions were held concerning terms of a lease and, at some point in August, 1994, a written agreement was drafted. However, the document was never signed.
In late August, Pro-Image became aware that Owen was considering leasing space or had leased space in the same building to University. Joseph Bugelli, the president of Pro-Image, contacted Owen and Rotz about this possibility. Bugelli felt that this presented a serious problem and informed Owen and Rotz of his displeasure. He stated that University was a "fierce" competitor of Pro-Image and had threatened to take Pro-Image's employees. He also related that University had recently been bested by Pro-Image in bidding for the assets of another company, and, he believed, harbored ill-will toward Pro-Image.
On August 26, 1994, Owen informed University that it would not lease space to University in order to avoid "a conflict between tenants." University instituted this action on December 14, 1994. It advances a claim against Pro-Image and MDC for intentional interference with University's contractual relations with Owen (Count II). It also contends that, in the event no contract with Owen existed, Pro-Image and MDC intentionally interfered with its prospective contractual relations (Count III).
On November 17, 1995, Defendants filed the instant motion for summary judgment. The parties have briefed the issues and the matter is ripe for resolution.
Summary judgment is appropriate "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). In reviewing the evidence, facts and inferences must be viewed in the light most favorable to the nonmoving party. Matsushita Electric Industrial Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S. Ct. 1348, 1356, 89 L. Ed. 2d 538, 553 (1986). Summary judgment must be entered in favor of the moving party "where the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party. . . ." Matsushita, 475 U.S. at 586-87, 106 S. Ct. at 1356, 89 L. Ed. 2d at 552 (citations omitted).
When a moving party has carried his or her burden under Rule 56, the nonmoving party "must do more than simply show that there is some metaphysical doubt as to the material facts. . . ." Id. (citations omitted). The nonmoving party "must present affirmative evidence in order to defeat a properly supported motion for summary judgment," and cannot "simply reassert factually unsupported allegations contained in [the] pleadings." Williams v. Borough of West Chester, 891 F.2d 458, 460 (3d Cir. 1989) (emphasis in original) (citation omitted). However, "if the evidence is merely colorable, or is not significantly probative, summary judgment may be granted." Anderson v. Liberty Lobby, 477 U.S. 242, 249-50, 106 S. Ct. 2505, 2511, 91 L. Ed. 2d 202, 212 (1986) (internal citations omitted).
B. Interference with Contractual Relations
University alleges that the Defendants intentionally interfered with its contractual relations by inducing Owen to breach an oral agreement with University.
In Pennsylvania, a claim for intentional interference with business or contractual relations is governed by section 766 of the Restatement (Second) of Torts. Adler, Barish, Daniels, Levin & Creskoff v. Epstein, 482 Pa. 416, 431, 393 A.2d 1175, 1183 (1978), cert. denied, 442 U.S. 907, 99 S. Ct. 2817, 61 L. Ed. 2d 272 (1979). That section provides:
One who intentionally and improperly interferes with the performance of a contract (except a contract to marry) between another and a third person by inducing or otherwise causing the third person not to perform the contract, is subject to liability to the other for the pecuniary loss resulting to the other from the failure of the third person to perform the contract.
Restatement (Second) of Torts § 766. In order to establish a violation under this section, a plaintiff must prove the following: (1) the existence of a contract between the plaintiff and a third person; (2) the purpose or intent to harm plaintiff by preventing the completion of the contractual relations; (3) conduct by the defendant that is not proper as a matter of law and which a factfinder could reasonably find improper
; and (4) actual harm resulting from the defendant's conduct. Adler, Barish, 482 Pa. at 431, 393 A.2d at 1183; Silver v. Mendel, 894 F.2d 598, 604-05 (3d Cir.), cert. denied, 496 U.S. 926, 110 S. Ct. 2620, 110 L. Ed. 2d 641 (1990).
Although it is undisputed that there was no written agreement between University and Owen, University maintains that an oral lease was negotiated and agreed to in early August, 1994, and that a written lease was merely a formality. For a contract to be formed there must be a manifestation of an intent by each party to be bound. Philmar Mid-Atlantic v. York St. Assoc. II, 389 Pa. Super. 297, 301, 566 A.2d 1253, 1255 (1989) (citations omitted). Admittedly, "where the parties have settled on the terms of the agreement, the intent to later formalize that agreement in writing does not prevent the formation of a contract." Id. However, "absent a manifestation of an intent to be bound, . . . negotiations concerning the terms of a possible future contract do not result in an enforceable agreement." Id. Upon review of the record, we find that no reasonable jury could conclude that an oral agreement was ever made.
The individuals responsible for negotiating the lease were Bliss, on behalf of Owen, and Barrie and Lininger, on behalf of University. Bliss testified as follows:
A: There were discussions about whether or not there would be a written lease required, yes.
Q: And what were the nature of those discussions?
A: I told Jay Lininger that a lease had to be executed by both parties before there could be commitment and that had to be done before buildout could start.
Q: Did you explain to [Lininger] why [Owen] wouldn't commit before a lease was signed?
Q: What explanation did you ...