a. Statute of Limitations
A claim for breach of good faith and fair dealing should be treated as a breach of contract claim. Engstrom v. John Nuveen & Co., Inc., 668 F. Supp. 953, 958 (E.D. Pa. 1987) (claim purporting to be based on a breach of good faith and fair dealing in an at-will employment relationship is analyzed as a breach of contract claim). The statute of limitations governing a breach of contract claim is four years. See 42 Pa. C.S.A. § 5525. Count III is therefore time-barred, since the alleged breach occurred prior to December 8, 1988, but Plaintiff did not assert the claim in Count III until he filed his Amended Complaint in December 1995, seven years later.
Count VII, is governed by the two year statute of limitations for negligence. See 42 Pa. C.S.A. § 5524; AAMCO Transmissions, Inc. v. Harris, 759 F. Supp. 1141, 1144 (E.D. Pa. 1991). Since the alleged negligence occurred in 1988, this claim is also untimely. Moreover, even if the "discovery rule" applied, this claim would be untimely because Plaintiff is aware, or should have been aware of the existence of the board resolution by April 6, 1989, when SmithKline distributed the memorandum describing the substance of the resolution.
Plaintiff bases his allegations in Count III on SmithKline's alleged failure to provide Plaintiff with notice of the January 25, 1989 board resolution. In order to state a claim for breach of good faith and fair dealing, a party must plead facts which would give rise to a contractual obligation to provide information, such as offer, acceptance or consideration. See Engstrom, 668 F. Supp. at 957-58; Garvey v. National Grange Mut. Ins. Co., 1995 U.S. Dist. LEXIS 10869, 1995 WL 461228, at *1 (E.D. Pa. Aug. 2, 1995) (duty to act in good faith and deal fairly arises from the contract itself).
In this case, SmithKline had no obligation to inform its employees of future plans or resolutions of its Board of Directors. Moreover, it did take these measures by posting the April 6, 1989 memorandum.
In order to state a claim for negligent misrepresentation, the plaintiff must allege a misrepresentation of material fact, among other elements. Gibbs v. Ernst, 538 Pa. 193, 647 A.2d 882, 890 (Pa. 1994). In Count VII, Plaintiff has alleged nothing more than a "non-communication" of information. Therefore he has failed to allege an essential element of his claim. Additionally, the information that Plaintiff claims that SmithKline concealed from him was published in the April 6, 1989 memorandum.
Based on the foregoing analysis, it is clear that plaintiff violated the terms and conditions of the release by breaching the covenant not to sue the defendant. The issue of damages cannot be resolved by the present summary judgment motion.
For the above reasons, SmithKline's Motion for Summary Judgment is granted in its entirety. An order follows.
AND NOW, this 2nd day of April, 1997, upon consideration of defendant's Motion for Summary Judgment, and plaintiff's response thereto, it is hereby ORDERED that said Motion is GRANTED; and
1. JUDGMENT IS ENTERED in favor of SmithKline Beecham Corporation and against plaintiff J. St. Girard Jordan on all of plaintiff's claims; and
2. JUDGMENT IS ENTERED in favor of SmithKline Beecham Corporation and against plaintiff J. St. Girard Jordan as to liability on all of SmithKline Beecham's counterclaims. Damages will be assessed at a hearing to be scheduled at a status conference to be held before this court on Wednesday, April 16, 1997 at 4:00 p.m. in the chambers of the undersigned.
BY THE COURT:
RONALD L. BUCKWALTER, J.