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08/13/97 BARBARA A. MARTIN v. HALE PRODUCTS

August 13, 1997

BARBARA A. MARTIN, APPELLANT
v.
HALE PRODUCTS, INC.



Appeal from the Order Entered September 26, 1996 In the Court of Common Pleas of Montgomery County. Civil Division, No. 95-08036. Before SUBERS, J.

Before: Mcewen, P.j., Hoffman, J. and Cercone, P.j.e. Opinion by Cercone, P.j.e.

The opinion of the court was delivered by: Cercone

OPINION by CERCONE, P.J.E.:

Filed august 13, 1997

This is an appeal from an order that granted summary judgment in favor of appellee, Hale Products, Inc. We vacate and remand for further proceedings.

The trial court has summarized the factual and procedural predicate of this case in the following apt manner:

Barbara Martin [appellant] filed a complaint against her former employer, Hale, on April 24, 1995 claiming breach of contract in Count I, promissory estoppel in Count II, and fraudulent misrepresentation in Count III.

Barbara Martin was hired by Hale as a Director of Production Planning on May 2, 1994. Prior to being hired by Hale, Ms. Martin had held a position of employment as a Materials Manager at Heinemann Eaton Corporation for which she earned a salary of $54,000.00 per year and had various employee benefits such as 401K, medical benefits, as well as five weeks of vacation. For most of Ms. Martin's tenure at Heinemann, she worked in the Lawrenceville, New Jersey office. At this time, Ms. Martin lived with her husband and daughter at their home in Fairless Hills, Bucks county, Pennsylvania. In 1990, Ms. Martin was transferred to the Heinemann office in Salisbury, Maryland. After the transfer, Ms. Martin continued to live in Pennsylvania, spending the weekends with her husband and daughter in Fairless Hills, and making the drive to Salisbury every Monday morning. At no time during her employment at Heinemann did Ms. Martin become a Maryland resident.

In March, 1994, Ms. Martin sent a letter and resume to Hale in response to their advertisement in the Philadelphia Inquirer. Shortly thereafter, Ms. Martin was contacted by Joseph Bruckner, Director of Industrial Relations for Hale to schedule an interview for the advertised position.

When Ms. Martin arrived for her interview at Hale, she met first with Mr. Bruckner. Mr. Bruckner told Ms. Martin during the interview "that [Hale] was a good company to work for; it had been around for awhile; it was making money," which Ms. Martin noted was "just basically small talk to make me feel at ease." After meeting with Mr. Bruckner, Ms. Martin met next with Dale Clements, President of Hale's United States Operations. During the interview, Mr. Clements told Ms. Martin that the "Director of Production Planning" was a newly created position, "and that it was a position that they hoped to take into the future of Hale."

Mr. Clements told Ms. Martin during the interview about Hale's history, telling her that Hale "had been around for a long time," and that it was currently in a leverage buy out (LBO), and that it was "perhaps in the future looking to go public one to two years down the line." When Mr. Clements mentioned "going public," Ms. Martin stopped him and "asked him if he was inferring that there would be a takeover by another company purchasing Hale and he didn't say anything." Ms. Martin told Mr. Clements that she was concerned in that both of her former employers had been the subject of corporate takeovers. Further she told Mr. Clements that she saw the impact on new people and companies bringing in their own people and she did not want to be in that position. Mr. Clements said there would not be a takeover and that they had already been down that road. He said that Enterra had purchased them at one point prior to the LBO and that was not the way they wanted to go. When asked about the growth potential of the Director of Production Planning position, Mr. Clements also indicated to Ms. Martin that "he felt confident that [the Director's] position was going to be a long-term position."

Immediately after meeting with Mr. Clements on March 8, 1994, Ms. Martin met with several other Hale employees, including Jim Maher, Pete Hoynash, Del Lukens, Carl Arens, Jim Lonie, and Joe Dawidziuk. After these interviews were completed, Ms. Martin spoke once again with Mr. Bruckner. Mr. Bruckner told Ms. Martin that Mr. Clements appeared "enthusiastic" about her, and asked her what the two of them had discussed. Ms. Martin told Mr. Bruckner about the Discussion she had with Mr. Clements about the LBO and about Hale's going public to which Bruckner added that the takeover by Enterra "wasn't all that great, and that's why they went into this leveraged buy out." Ms. Martin said that no representations were made to her during the course of her interviews at Hale about the duration of her prospective employment with Hale.

At the time of Ms. Martin's interview, a company named IDEX had begun to explore the possibility of acquiring Hale. IDEX had been in the process of looking at Hale's performance numbers at the end of 1993. IDEX had come into [sic] look at Hale for the very first time in March of 1994 although Discussions had been ongoing with people from the "west coast" for some time. In fact, Mr. Clements said that he was aware that a price had been agreed upon between IDEX and Hale at the time he interviewed Ms. Martin. This information was not disclosed to Ms. Martin at her interview. Although aware of the overtures by IDEX, Mr. Clements had been instructed by Peter Andrews, his superior, not to disclose any specifics relating to IDEX's interest, particularly because IDEX was a publicly-traded company and such information had to be kept confidential pursuant to SEC regulations.

Ms. Martin accepted the Director of Production Planning position at Hale, and a meeting was scheduled between Ms. Martin and Mr. Bruckner for March 21, 1994 to finalize her letter of employment. Mr. Bruckner told Ms. Martin that "[Hale] didn't give contracts; he said that a letter of employment would be what we would use." During the March 21, 1994 meeting, Ms. Martin told Mr. Bruckner that "I'm hoping to stay here and retire. I thought I would be retiring from Eaton, but I hope this is my last move," to which Mr. ...


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