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Feury v. Provco Group

June 15, 2010


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


Before the Court is Defendants Provco Ventures I, LP and Provco LLC's Motion for Summary Judgment (Doc. No. 38), Plaintiff's Cross-Motion for Summary Judgment (Doc. No. 42), and responses thereto (Doc. Nos. 52, 54). For the reasons set forth in this Memorandum, the Court grants summary judgment in favor of Provco Ventures I, LP and Provco LLC.


Defendants, Provco Ventures I and Provco LLC, moved for summary judgment on Count II of Plaintiff's Complaint. Count II of the Complaint alleges tortious interference by Provco Ventures I and Provco LLC with Plaintiff's employment contract. Count II is Plaintiff's only claim against Provco Ventures I and Provco LLC. Plaintiff Terence Feury is a chef. On May 2, 2008, he entered into an employment agreement with Defendant Villanova 789 Lancaster Associates LLC ("Villanova") to be one of the executive chefs at Villanova's restaurant, Maia, which is wholly owned and operated by Villanova.

In December 2004, Villanova was created as a limited liability company under Pennsylvania law. Villanova's ownership is comprised primarily by Maia LLC (49% ownership) and Provco Ventures (38% ownership) and was formed in order to hold a liquor license and to open and operate a new restaurant at 780 Lancaster Avenue, Villanova, Pennsylvania. Villanova directed the management of Maia through a Board of Managers. The managers consisted of Maia LLC, Provco Ventures, Walter Rieker, Marcus Rieker, Caroline Rieker, Michael Wei and Patrick Feury. Provco Ventures' representatives on the Villanova Board of Managers were Gerald Holtz and Richard Caruso. Provco LLC is the sole general partner of Provco Ventures and has the authority to direct the management and business of Provco Ventures (collectively "Provco").

Under the terms of Plaintiff's contract, Villanova had the right to terminate the contract for cause "by written notice" and by first giving Plaintiff thirty days to cure any deficiencies. Villanova also reserved the right to terminate the contract without cause by written notice so long as Villanova paid Plaintiff his "reference compensation" within thirty days after termination. Plaintiff's contract with Villanova was for a period of one year and was to continue year to year unless terminated by either party pursuant to the terms set forth in the contract.

Due to economic trouble, Plaintiff's employment was terminated on October 29, 2008, without cause. Plaintiff alleges that Provco Ventures' representatives on the Villanova Board of Managers tortiously interfered with his contract when they advised the board that he should be fired. According to Plaintiff, he was not given any written notification about his termination, nor any compensation. The restaurant ultimately failed and closed in April 2009.


Summary judgment is appropriate if "there is no genuine issue as to any material fact and... the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c)(2). Material facts are those that may affect the outcome of the suit. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). An issue of material fact is genuine "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson, 477 U.S. at 248. If the moving party establishes the absence of a genuine issue of material fact, the burden shifts to the non-moving party to "do more than simply show there is some metaphysical doubt as to the material facts." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986). If the non-moving party bears the burden of persuasion at trial, "the moving party may meet its burden on summary judgment by showing that the nonmoving party's evidence is insufficient to carry that burden." Kaucher v. County of Bucks, 456 F.3d 418, 423 (3d Cir. 2006) (quoting Wetzel v. Tucker, 139 F.3d 380, 383 n. 2 (3d Cir. 1998)).

III. Discussion

The Court grants Provco's Motion for Summary Judgment because Plaintiff fails to demonstrate material facts sufficient to make out a prima facie case of tortious interference.

Count II of Plaintiff's Amended Complaint asserts a claim against Provco for tortious interference with Plaintiff's employment agreement with Villanova. Plaintiff claims that Provco Ventures and Provco LLC induced Villanova to terminate his employment contract and thus committed tortious interference.

In Pennsylvania, a plaintiff claiming tortious interference with an existing contract must show: (1) the existence of a contract; (2) defendant's intent to harm plaintiff by interfering with that contract; (3) that defendant's interference was without justification or privilege; and (4) damages. Acumed LLC v. Advanced Surgical Serv. Inc., 561 F.3d 199, 212 (3d Cir. 2009).

Under Pennsylvania law, a tortious interference claim may only survive summary judgment where a defendant has interfered with a plaintiff's contract with a third party. Puchalski v. Sch. Dist. of Springfield, 161 F. Supp. 2d 395, 411 (E.D. Pa. 2001); Glazer v. Chandler, 200 A.2d 416, 418 (Pa. 1964); Rutherford v. Presbyterian Univ. Hosp., 612 A.2d 500, 508 (Pa. Super. 1992). For the purposes of tortious interference, corporate agents are the same party as their parent corporation. Rutherford, 612 A.2d at 508; Curran v. Children's Serv. Ctr. of Wyo. County, 578 A.2d 8, 13 (Pa. Super. 1990). Furthermore, "a corporate entity and its agents are not distinct parties for contracting purposes." Reis v. Barley, Snyder, Senft & Cohen, LLC, 667 F. Supp. 2d 471, 496 (E.D. Pa. 2009); citing Ctr. for Concept Dev., LTD., v. Godfrey, 199 U.S. Dist. Lexis 3337 at *6-7 (E.D. Pa. Mar. 23, 1999). Therefore, a plaintiff may not claim tortious interference against an agent of a ...

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