The opinion of the court was delivered by: DuBOIS, J.
Presently before the Court is defendants' Motion to Dismiss Amended Complaint (Document No. 7, filed March 15, 2010), seeking to dismiss Counts I and II of the First Amended Civil Action Complaint ("Amended Complaint") against Salisbury Management, Inc. and Paul Volosov, and to dismiss Counts IV and VI against all defendants. For the following reasons, defendants' motion is: (1) granted with prejudice as to defendant Paul Volosov with respect to Counts I and II; (2) denied as to defendant Salisbury Management, Inc. with respect to Counts I and II; and (3) granted as to all defendants with respect to Counts IV and VI, without prejudice to plaintiff's right to file a second amended complaint within twenty days, if warranted by the facts.
Plaintiff Roland Turk was jointly employed by defendants Salisbury Behavioral Health, Inc. ("SBH") and Salisbury Management, Inc. ("SMI") as Chief Operations Officer for approximately nine years. (Am. Compl. ¶¶ 11, 23.) SBH "directed [Turk's] work on a daily basis." (Am. Compl. ¶ 12.) SMI provided management, payroll, and other services to SBH, and was responsible for paying Turk. (Am. Compl. ¶¶ 5, 13.) SMI and SBH have interrelated operations, common ownership and management, centralized control of labor relations, and utilize the same letterhead. (Am. Compl. ¶¶ 9-10, Ex. A.) Defendant Paul Volosov was President of both SBH and SMI during Turk's employment. (Am. Compl. ¶ 24.)
On January 20, 2009, Volosov terminated Turk, at the age of 68, on behalf of SBH and SMI. (Am. Compl. ¶ 27.) Following his termination, Turk filed two Equal Employment Opportunity Commission ("EEOC") Complaints charging age discrimination and retaliation against Volosov and SBH. (Defs.' Mot. Exs. A-B.) Turk's two EEOC Complaints did not name SMI as a party. (Defs.' Mot. Exs. A-B.) Turk subsequently filed suit in federal court on December 29, 2009, naming SMI and Volosov as defendants. (Compl.) Turk's Amended Complaint, filed on February 16, 2010, added SBH as a third defendant. (Am. Compl.)
In the Amended Complaint, plaintiff avers that defendants "besmirched and defamed" him by disseminating false statements about his job performance which damaged his reputation and prevented him from obtaining employment elsewhere. (Am. Compl. ¶¶ 34, 50-51, 59.) According to the Amended Complaint, defendants provided false information about the reasons for Turk's termination to his former co-workers and prospective employers. (Am. Compl. ¶¶ 34, 51, 59.)
In their motion to dismiss, defendants challenge four of the six claims in plaintiff's Amended Complaint.*fn2 Specifically, defendants move to dismiss Counts I and II, alleging claims of discrimination and retaliation under the Age Discrimination Employment Act ("ADEA"), against SMI and Volosov, and Counts IV, alleging defamation, and VI, alleging intentional interference with prospective contractual relations, against all three defendants.
Rule 12(b)(6) of the Federal Rules of Civil Procedure provides that, in response to a pleading, a defense of "failure to state a claim upon which relief can be granted" may be raised by motion. In analyzing a motion to dismiss pursuant to Rule 12(b)(6), the Court "accept[s] all factual allegations as true, [and] construe[s] the complaint in the light most favorable to the plaintiff...." Phillips v. County of Allegheny, 515 F.3d 224, 231, 233 (3d Cir. 2008) (internal quotations omitted).
"To survive a motion to dismiss, a civil plaintiff must allege facts that 'raise a right to relief above the speculative level....'" Victaulic Co. v. Tieman, 499 F.3d 227, 234 (3d Cir. 2007) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). A complaint must contain "sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'"
Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009) (quoting Twombly, 550 U.S. at 570). To satisfy the plausibility standard, a plaintiff's allegations must show that defendant's liability is more than "a sheer possibility." Id. "Where a complaint pleads facts that are 'merely consistent with' a defendant's liability, it 'stops short of the line between possibility and plausibility of entitlement to relief.'" Id. (quoting Twombly, 550 U.S. at 557).
In Twombly, the Supreme Court utilized a "two-pronged approach" which it later formalized in Iqbal. Iqbal, 129 S.Ct. at 1950; Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009). Under this approach, a district court first identifies those factual allegations which constitute nothing more than "legal conclusions" or "naked assertions." Twombly, 550 U.S. at 555, 557. Such allegations are "not entitled to the assumption of truth" and must be disregarded. Iqbal, 129 S.Ct. at 1950. The court then assesses "the 'nub' of the plaintiff['s] complaint -- the well-pleaded, nonconclusory factual allegation[s]... to determine" whether it states a plausible claim for relief. Id.