The opinion of the court was delivered by: Ambrose, Chief District Judge
OPINION and ORDER OF COURT
This is a diversity case in which Plaintiffs have brought state law claims against Defendant Informatica Corporation ("Informatica") alleging: breach of contract, detrimental reliance, quantum meruit, violation of Pennsylvania's Wage Payment and Collection Law ("WPCL"), 43 Pa. Stat. § 260.1, et seq., and defamation per se in violation of 42 Pa. Stat. § 8343(a). In Count VI of the Amended Complaint, Plaintiff Donaldson also alleges defamation per se against Defendant Paul J. Hoffman ("Hoffman"). Plaintiffs' claims arise from Informatica's alleged failure to pay them appropriate commissions and alleged defamatory statements related thereto. Pending before the Court is a Motion to Dismiss Counts V and X of Plaintiffs' Amended Complaint for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6) filed by Informatica. (Docket No. 37). Also pending is a Motion to Dismiss Count VI of Plaintiffs' Amended Complaint for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2) and/or for failure to state a claim pursuant to Rule 12(b)(6) filed by Hoffman. (Docket No. 39). Subsequent to the parties' filings regarding the motions to dismiss, Plaintiffs agreed to withdraw Count X of the Amended Complaint (Plaintiff Capuano's WPCL claim against Informatica). (Docket Nos. 56, 58). Accordingly, Informatica's motion to dismiss Count X is denied as moot. After a careful review of the submissions by the parties and for the reasons discussed in this Opinion, Hoffman's Motion to Dismiss is granted and the remainder of Informatica's Motion to Dismiss is denied.
A. Factual Background*fn1
Informatica is a company headquartered in Redwood City, California that produces a sophisticated software platform that integrates data from a variety of different software platforms so that all users can access the entire body of data from the various software platforms. Plaintiff Lee Donaldson ("Donaldson") is currently employed by Informatica as a Major Account Manager. Plaintiff John Capuano ("Capuano") formerly was employed as a Regional Manager at Informatica and was Donaldson's direct supervisor at the time of the alleged conduct that gave rise to Plaintiffs' Amended Complaint. Defendant Hoffman is Informatica's Executive Vice President of Worldwide Field Operations, with a business address in Redwood City, California.
In the course of his employment, Donaldson was responsible for marketing Informatica's products in the Western half of the United States, including to Dell, Inc. ("Dell"), in the state of Texas. During the fourth quarter of 2006, however, Informatica informed Donaldson that it was moving the Dell account outside of Donaldson's sales territory but that Donaldson would continue to be responsible and paid commissions for servicing the Dell account through 2007 due to his strong bond and relationship with Dell officials. Donaldson completed one sale to Dell in June 2007 worth over one million dollars, and commenced the orchestration of a second sale to Dell worth over two million dollars. The second Dell sale got underway in the third quarter of 2007. The second sale closed before the end of the first quarter of 2008. Although the Dell account was transferred to a new salesperson in the first quarter of 2008, that salesperson did not perform any substantive work relevant to the closing of the second Dell sale according to Donaldson. Capuano, as Plaintiff's direct supervisor, also was intimately involved with the entire Dell sale.
Donaldson contends that he was entitled to a full (100%) commission for the second Dell sale pursuant to the terms of Informatica's 2008 Worldwide Incentive Compensation Terms and Conditions ("WICTC"). On January 16, 2008, Hoffman, on behalf of Informatica, informed Donaldson for the first time in writing that he would not be receiving his full commission. According to Plaintiffs, Hoffman and others at Informatica decided that Donaldson would instead receive a descending percentage of his commission from fifty percent to twenty-five percent, depending on when the second Dell sale closed.
In an attempt to enforce his alleged WICTC rights, Donaldson requested that Informatica honor its obligation to pay him one hundred percent of his commission in connection with the second Dell sale. In the context of Donaldson's attempts to enforce his WICTC rights, Hoffman sent Informatica's Chairman and Chief Executive Officer Sohaib Abbasi ("Abbasi") and others an e-mail dated January 16, 2008, in which he allegedly impugned Donaldson's integrity and honesty by referencing such characteristics in the context of falsely stating that Donaldson did not tell Abbasi the "full true story" about himself in conjunction with Donaldson's petition to Abbasi for full compensation relative to the second Dell sale. The e-mail provided as follows:
What Lee has conveniently forgotten to tell you is that he had an extra full-year to get credit on Dell and transition it over to its real territory (normal transitions happen within 90-days at a 75-50-25% rate over those three months). Dell is in Austin. Lee lives in Pittsburgh, PA. It makes no sense for him to cover Dell when we have many reps close by in Texas. It was agreed at the beginning of 2007 that Lee would be able to have a hold on Dell through 2007. When he closed the deal in June, it had an option for an ELA through 12/15. It didn't happen, as you know. Technically, Lee and John Capuano should not be getting any credit for Dell at all in 2007. However, Jeff Marion and Monica Froebe acted as team players and agreed with Brad to provide some additional transition time[.] Lee was then told that if Dell closes by February he will get 50% and if it closes in March, he will get 25%. In my opinion this is a gift to him.
If he wants to talk about integrity, I would encourage him to be honest enough to tell you the full true story. I notice he didn't mention the names of the other big deals he did -- probably because one was Abbott Labs -- which is the ugly one they did without appropriate approvals. The other interesting question is why he feels YOU are the only one in a position to correct this -- when he and I talked at the kickoff and he never mentioned it to me -- probably because he knows that I know the facts!
This e-mail certainly will not help his reputation in the company.
Paul See Hoffman Decl. (Docket No. 39, Ex. 1), Ex. A. Donaldson contends that Hoffman, in this e-mail, intended to defame Donaldson and seriously injure his business reputation by impugning his integrity, honesty, and competency.
On or about September 9, 2008, Plaintiffs filed a First Amended Complaint against Defendants. (Docket No. 35). Informatica filed its Motion to Dismiss Counts V and X of the Amended Complaint and supporting brief on September 26, 2008. (Docket Nos. 37-38). On that same date, Hoffman filed his Motion to Dismiss Count VI of the Amended Complaint and supporting brief. (Docket Nos. 39-40). Also on September 26, Informatica filed an Answer to the remaining counts against it in the Amended Complaint. (Docket No. 41). On October 17, 2008, Plaintiffs filed a brief in opposition to Defendants' motions to dismiss. (Docket No. 42). On October 31, 2008, Defendants filed a Reply Brief (Docket No. 47), and, on November 11, 2008, Plaintiffs filed a Sur-Reply Brief in opposition (Docket No. 52). On December 16, 2008, the parties filed a Stipulation of Dismissal with prejudice as to Count X of the Amended Complaint, which I granted on December 17, 2008. (Docket Nos. 56, 58). The remaining issues are now ripe for my review.
A. Informatica's 12(b)(6) Motion to Dismiss Count V (Defamation per se)
1. Standard of Review Under Fed. R. Civ. P. 12(b)(6)
In ruling on a 12(b)(6) motion for failure to state a claim, I must look to whether the complaint "contain[s] either direct or inferential allegations respecting all the material elements necessary to sustain recovery under some viable legal theory." Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955, 1969 (2007); see also Fed. R. Civ. P. 8(a)(2) (requiring a "short and plain statement of the claim showing that the pleader is entitled to relief"); Phillips v. County of Allegheny, 515 F.3d 224, 230-34 (3d Cir. 2008) (analyzing Twombly). In so doing, I must accept all factual allegations, and all reasonable inferences therefrom, as true and view them in the light most favorable to the plaintiff. Phillips, 515 F.3d at 231. Although a complaint attacked by a Rule 12(b)(6) motion does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief "requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Twombly, 127 S.Ct. at 1964-65; ...