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Britton v. Whittmanhart

August 13, 2009


The opinion of the court was delivered by: Joyner, J.


Before this Court are Defendant's Motion to Dismiss pursuant to Fed. R. Civ. P. 12(b)(6) (Doc. No. 4) and Plaintiff's Response in Opposition thereto (Doc. No. 8). For the reasons set forth in the following memorandum, the Defendant's Motion to Dismiss is denied.


Plaintiff Britton filed his Complaint against Defendant WHITTMANHART and Defendant Weinstein on February 24, 2009, in the Philadelphia Court of Common Pleas. The case was removed to this Court pursuant to 28 U.S.C. § 1441 and Defendant Weinstein was subsequently dismissed from the action. WHITTMANHART, an advertising agency that creates "user-friendly digital solutions," is a Delaware corporation with its principle place of Business in Illinois. (Notice of Removal, Exh. B.) Britton is a citizen of Philadelphia and worked as WHITTMANHART's Business Development Manager within its Interactive Business Unit in Philadelphia from March 13, 2006, until his termination on April 11, 2008.

The Plaintiff and Defendant dispute two documents pertaining to the terms of Mr. Britton's employment and compensation. The first document ["Incentive Plan"], entered into March 1, 2006, includes the terms of Mr. Britton's employment, including, inter alia, his commission structure, various terms and conditions, and termination policy. The Incentive Plan also describes eligibility for Business Development Managers to participate in the bonus program. The first provision in the Incentive Plan notes that the Incentive Plan "is a statement of the Company's intentions and does not constitute a guarantee and does not create a contractual relationship or any contractually enforceable rights between the Company and the Employee." (Notice of Removal, Exh. A.) Additionally, the Incentive Plan states that "eligibility in the Plan is subject to the Company's sole discretion... [and] otherwise eligible Employees may be deemed ineligible for participation in the Plan at the Company's sole discretion upon written notice." (Notice of Removal, Exh. A.)

The Incentive Plan further outlines terms for Incentive Plan payments if the employee is terminated, stating that "the employee will be eligible for incentive bonuses calculated based on business conducted through the previous full calendar month of employment." (Notice of Removal, Exh. A.)

The second written document at issue [the "Commission Agreement"], signed November 19, 2007, details a new "salary and commission structure" which reduces the Plaintiff's commission from three to one and one-half percent. (Notice of Removal, Exh. B.) The Commission Agreement asks that Plaintiff "indicate... acceptance of the terms set forth in this letter by signing the enclosed copy...."

Pursuant to the terms in these agreements, Britton asserts two claims. First, Britton alleges a breach of contract action against WHITTMANHART. Specifically, he alleges that pursuant to the Incentive Plan and the Commission Agreement, WHITTMANHART breached its obligation to pay Britton commissions on revenues received for a period of one year following WHITTMANHART's first collection from clients that were acquired by Britton or clients for whom Britton or his team were the procuring cause. He further alleges that WHITTMANHART breached a duty of good faith and fair dealing by terminating his employment without cause in order to avoid paying him earned commissions, which he believes exceed $150,000.

The second count against WHITTMANHART, brought pursuant to the Pennsylvania Wage and Payment Collection Law, 43 Pa.C.S. § 260.1, et. seq. ("WPCL"), alleges that WHITTMANHART had no good faith basis for its refusal to pay Britton's commissions, which constitute contractually-agreed-upon wages under the WPCL. As such Britton alleges that, in addition to his commissions, he is entitled to liquidated damages in the amount of twenty-five percent of the total amount of wages due and to reasonable attorney's fees.

In the instant motion, the Defendant moves to dismiss both the WPCL claim and the Breach of Contract claim, arguing that WHITTMANHART does not owe Britton any commissions under the contract because the payments were discretionary and he was paid all that was arguably due under the Incentive Plan.

Standard of Review

In response to a pleading, under Federal Rule of Civil Procedure 12(b)(6), a defendant may assert by motion that the plaintiff's complaint "[fails] to state a claim upon which relief can be granted." In analyzing a Rule 12(b)(6) motion to dismiss, we accept all factual allegations as true, construe the complaint in the light most favorable to the plaintiff, and determine whether, under any reasonable reading of the complaint the plaintiff may be entitled to relief." Phillips v. County of Allegheny, 515 F.3d 224, 223 (3d Cir. 2008) (citations omitted). "To survive a motion to dismiss, a civil plaintiff must allege facts that 'raise a right to relief above the speculative level....'" Id. at 232 (quoting Bell Atl. Corp. v. Twombly, 127 S.Ct. 1955, 1965, 167 L.Ed. 929, 940 (2007)). In other words, the plaintiff must provide "enough facts to raise a reasonable expectation that discovery will reveal evidence of the necessary element[s]" of a particular cause of action. Id. at 234. In ruling on a 12(b)(6) motion to dismiss, the court may consider documents "integral to or explicitly relied upon in the complaint." In re Rockefeller Sec. Lit., 184 F.3d 280, 287 (3d Cir. 1999).


A. Choice of Law: ...

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