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Boyd v. Cambridge Speakers Series

June 18, 2010


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



Before the Court is Defendant's Motion to Enforce the Settlement Agreement and to Dismiss the Complaint. (Doc. No. 5). On October 23, 2009, Donald H. Boyd ("Plaintiff") commenced this action against his former employer, Cambridge Speakers Series, Inc. ("CSS"), and its owner, William F. Conrow (collectively "Defendants"), alleging claims under the Federal False Claims Act, 31 U.S.C.§ 3730(h) and state law. In his Complaint, Plaintiff alleges claims for retaliation under the Federal False Claims Act stemming from events during and following his employment, for unpaid wages under the Pennsylvania Wage Payment and Collection Law, for breach of Plaintiff's employment contract, for fraud on the part of Defendants in the calculation of Plaintiff's wages, and for invasion of privacy. (Pl. Compl., Doc. No. 1, at 10-18 (hereinafter "Doc. No. 1")). Plaintiff also seeks a declaratory judgment regarding the terms of his employment agreement. (Id.)

Defendants filed an Answer on December 23, 2009 (hereinafter "Doc. No. 3"), in which they deny the bulk of Plaintiff's factual allegations and legal claims, and assert counterclaims by CSS against Plaintiff. In its counterclaims, CSS alleges: a claim for conversion seeking the return of a payment Defendants allege was erroneously made to Plaintiff; a claim for violation of the Computer Fraud and Abuse Act for unauthorized access to a company laptop and for causing damage by deleting data; and a claim for breach of contract / promissory estoppel for breach of a draft settlement agreement to which Defendant alleges Plaintiff agreed. (Doc. No. 3, at 19-24).

On December 23, 2009, Defendants also filed a Motion to Enforce Settlement Agreement and to Dismiss the Complaint. (Doc. No. 5). On January 11, 2010, Defendants filed under seal their Memorandum of Law in Support of the Motion to Enforce the Settlement Agreement and Dismiss the Complaint (hereinafter "Doc. No. 13"). On January 13, 2010, Plaintiff filed a Response in Opposition to Defendants' Motion to Enforce the Settlement Agreement and to Dismiss the Complaint and Cross-Motion to Strike Improper Exhibit*fn1 with accompanying Memorandum of Law (hereinafter "Doc. No. 15") and an Answer to Defendants' Counterclaim (Doc. No. 16). On January 20, 2010, Defendants filed a Memorandum of Law in Further Support of their Motion (hereinafter "Doc. No. 17"). A hearing on the Motion was held on March 15, 2010.

In their Motion to Enforce the Settlement Agreement and Dismiss the Complaint, Defendants move to enforce an alleged pre-litigation settlement agreement with Plaintiff and to dismiss the Complaint pursuant to Fed. R. Civ. Proc. 12(c) and 41, and Local Rule 41.1. (Doc. No. 13 at 1). Defendants contend that because the essential terms of the settlement were accepted in early July, 2009, the Court may enforce the agreement and dismiss the complaint. (Id.) Plaintiff asserts that although the parties agreed to numerous terms, there never was mutual assent to all material terms and therefore no enforceable agreement exists. (Doc. No. 15, at 17). For the following reasons, the Court will deny Defendants' Motion in its entirety.


Plaintiff began working for Defendants in 2004 as Vice President of Development and Operations. (Doc. No. 1, at 2). CSS is a for-profit corporation that promotes and manages lecture series on behalf of its clients, which are universities in Pennsylvania, Maryland and Missouri. (Id. at 1). CSS markets its lecture series by mailing approximately 1.65 million brochures a year. (Id. at 4). During the course of his employment, Plaintiff became aware that CSS used non-profit postal permits of its clients (non-profit universities) to mail the company's brochures, despite the fact that CSS is a for-profit corporation. (Id. at 4). The use of non-profit permits represented substantial savings to the company, as use of non-profit postal permits allowed CSS to mail its brochures at a rate of 8 cents per piece, rather than the for-profit rate of 16 cents per piece. (Id. at 4).

Concerned that the use of the non-profit permits by a for-profit company violated federal law, Plaintiff urged Defendants to cease using the non-profit postal permits, but he was not successful. (Id. at 4-5). In response to Plaintiff's insistence on pursuing the postal permit issue, Defendants began to inspect and intercept Plaintiff's electronic communications.*fn2 (Id. at 7-8).

Defendants also demanded Plaintiff turn over his laptop and external hard drive in conjunction with the "vague allegation" that he had engaged in improper conduct. (Id.)

On April 30, 2009, Plaintiff's counsel sent a letter to Defendants detailing Plaintiff's legal claims against Defendants. (Doc. No. 1, at 8). In response, Defendants "immediately and improperly terminated [Plaintiff's] employment," and stopped his compensation, an action that Plaintiff alleges violated his employment agreement (Id.; Doc. No. 13, at 4.)

Following Plaintiff's termination, the parties began negotiating a settlement agreement which included, inter alia, release of claims and payment to Plaintiff. (Doc. No. 1 at 10). On May 27, 2009, Plaintiff sent Defendants a letter which "sets forth a summary of the facts leading up to the current dispute, [Plaintiff's] legal claims, [Plaintiff's] estimate of damages should [he] be forced to litigate [the] matter, and [Plaintiff's] proposed settlement terms." (Doc. No. 15, Ex. 8). On June 17, 2009, Defendants responded, noting that the parties "remain some distance apart," and reciting a counter-statement of the facts, and including a "Settlement CounterProposal" which differed substantially from Plaintiff's opening offer.*fn3 (Doc. No. 15, Ex. 9).

On June 26, 2009, Plaintiff's counsel responded to Defendants' counteroffer by email, stating that Plaintiff would "accept Defendant's latest counterproposal with the following clarifications and terms." (Doc. No. 15, Ex. 10, at 1). Plaintiff then listed eight terms, some of which differed from those provided by Defendants, and others which coincided with Defendants' offer.*fn4 Plaintiff's eight terms also omitted terms which Plaintiff had originally demanded. (Id.) Plaintiff offered no explanation as to whether Plaintiff was no longer pursuing those terms or whether Plaintiff expected negotiations to continue on those terms.*fn5 (Id.)

On July 1, 2009, Defendant responded to Plaintiff's counteroffer. The email began, "[Defense counsel] got [Plaintiff counsel's] voice mail, and here is what [Defense counsel] can say." Defendants then addressed each of the eight terms in separate paragraphs, agreeing in substance*fn6 to all of the terms except for the term regarding Plaintiff's work computer. (Doc. No. 13, Ex. 11, at 2). Regarding the computer, Defendants' email stated, "CSS cannot accept the resolution of the computer issue as stated -- however, [Defense counsel] will continue to work with [Plaintiff's counsel] to get to a mutually acceptable solution." (Id.) At the end of the email containing Defendants' response to Plaintiff's counteroffer, Defendants added, for the first time,*fn7 that:

all of these terms and agreements are of course contingent upon our clients accepting and executing a Settlement Agreement and General Release covering all claims and defenses made in this dispute, as well as any and all other disputes, issues or ...

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