The opinion of the court was delivered by: Joyner, District Judge.
By way of the motion which is now before us, the Defendant
Motorcycle Safety Foundation moves to partially dismiss the
Plaintiff's Amended Complaint. For the reasons which follow, the
motion shall be granted.
This case arises out of a written contract between the
Pennsylvania, Department of Transportation ("PennDot") and the
Motorcycle Safety Foundation ("MSF"), a private corporation,
pursuant to which MSF would conduct and oversee a Motorcycle
Safety Program for PennDot. Mr. Halstead contends that his name,
personal qualifications and resume were used by MSF as part of
the bid which MSF submitted to obtain the PennDot contract.
Specifically, MSF's bid represented that Mr. Halstead's
qualifications would be the minimum qualification for the
position of State Coordinator and that the position of State
Coordinator would be offered to Mr. Halstead first and only
offered to another candidate if plaintiff refused to accept the
According to the Amended Complaint, despite these
representations, MSF did not offer him the position of State
Coordinator for the Motorcycle Safety Program. Plaintiff alleges
that he was not offered the coordinator position because of an
interview which he gave to a publication known as the Citizen's
Voice on August 13, 1998 and because he informed Defendants that
MSF's Proposal Project Director, Roberta Carlson, the former
State Coordinator for the Pennsylvania Motorcycle Safety Program
when it was being overseen by Millersville University, was
inappropriately using insider information gathered while
she was a Millersville employee for the benefit of MSF.
Based upon these factual allegations, Plaintiff instituted this
suit seeking damages for breach of contract, invasion of privacy,
defamation, tortious interference with third party and
prospective contractual relations, punitive damages and for
violations of his civil rights under 42 U.S.C. § 1983 and the
Pennsylvania Whistleblower Law, 43 P.S. 1421, et. seq. Through
this motion, MSF seeks to dismiss Counts I (breach of contract),
IV (Section 1983), XI (Whistleblower Law) and XII (punitive
damages) of the Amended Complaint with prejudice.
Standards Governing Motions to Dismiss
The rules governing the pleading of cases in the district
courts are clear. Under Fed.R.Civ.P.8(a),
"A pleading which sets forth a claim for relief,
whether an original claim, counterclaim, cross-claim,
or third-party claim, shall contain (1) a short and
plain statement of the grounds upon which the court's
jurisdiction depends, unless the court already has
jurisdiction and the claim needs no new grounds of
jurisdiction to support it, (2) a short and plain
statement of the claim showing that the pleader is
entitled to relief, and (3) a demand for judgment for
the relief the pleader seeks. Relief in the
alternative or of several different types may be
It is equally clear that the issue of the sufficiency of a
pleading may be raised by the filing of a motion to dismiss for
failure to state a claim upon which relief can be granted
pursuant to Fed.R.Civ.P. 12(b)(6) or through a motion for a more
definite statement under Rule 12(e). In resolving a Rule 12(b)(6)
motion, the court primarily considers the allegations in the
complaint, although matters of public record, orders, items
appearing in the record of the case and exhibits attached to the
complaint may also be taken into account. Chester County
Intermediate Unit v. Pennsylvania Blue Shield, 896 F.2d 808, 812
(3rd Cir. 1990). In so doing, the court must accept as true the
facts alleged in the complaint, together with all reasonable
inferences that can be drawn therefrom and construe them in the
light most favorable to the plaintiff. Markowitz v. Northeast
Land Co., 906 F.2d 100, 103 (3rd Cir. 1990); Hough/Loew
Associates, Inc. v. CLX Realty Co., 760 F. Supp. 1141 (E.D.Pa.
1991). The court's inquiry is directed to whether the allegations
constitute a statement of a claim under Rule 8(a) and whether the
plaintiff has a right to any relief based upon the facts pled.
Dismissal under Rule 12(b)(6) for failure to state a claim is
therefore limited to those instances where it is certain that no
relief could be granted under any set of facts that could be
proved. Ransom v. Marrazzo, 848 F.2d 398, 401 (3rd Cir. 1988);
Angelastro v. Prudential-Bache Securities, Inc., 764 F.2d 939,
944 (3rd Cir. 1985), cert. denied, 474 U.S. 935, 106 S.Ct. 267,
88 L.Ed.2d 274 (1985).
A. Plaintiff's Claim for Breach of Contract.
The Motorcycle Safety Foundation first argues that Plaintiff
has failed to state a claim against it for breach of contract
since it did not have an express contract with Plaintiff, an
implied contract cannot be established as a matter of law and the
plaintiff is not a third-party beneficiary of the agreement
between MSF and PennDot.
It is hornbook law that to make out a cause of action for
breach of contract, the plaintiff must plead and prove (1) the
existence of a contract to which the plaintiff and defendant were
parties; (2) the essential terms of the contract; (3) a breach of
the duty imposed by the contract and (4) that damages resulted
from the breach. Electron Energy Corp. v. Short, 408 Pa. Super. 563,
597 A.2d 175 (1991),
aff'd, 533 Pa. 66, 618 A.2d 395 (1993); General State
Authority v. Coleman Cable & Wire Co., 27 Pa.Cmwlth. 385,
365 A.2d 1347 (1976). To be sure, an express contract is formed when
the terms of an agreement are declared by the parties.
Department of Environmental Resources v. Winn, 142 ...