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Mele v. TSE Systems

August 5, 2010

SAMUEL M. MELE D/B/A STANTON SALES
v.
TSE SYSTEMS, GMBH, ET AL.



The opinion of the court was delivered by: Judge Juan R. Sánchez

MEMORANDUM

Defendant TSE Systems, GmbH*fn1 (TSE, GmbH) asks this Court for summary judgment on Plaintiff Samuel Mele's remaining claims for intentional interference with contractual relations, arguing no facts exist which support Mele's claim TSE, GmbH interfered with Mele's business relationships. For the following reasons, this Court will grant TSE, GmbH's motion for summary judgment.

FACTS

Mele is an independent salesman and the sole proprietor of Stanton Sales, a business which contracts with manufacturers and distributors to sell medical and scientific supplies to research facilities. TSE, GmbH is a German company which develops and manufactures animal testing equipment. In 2004, TSE, GmbH decided to expand its business to the North American market. As part of this plan, TSE, GmbH incorporated TSE Systems, Inc., (TSE) a fully-owned subsidiary, to distribute TSE, GmbH's products in North America. Jens-Uwe Engler is one of TSE, GmbH's Chief Executive Officers and is the Chairman of TSE's Board of Directors.

On August 1, 2005, Mele, on behalf of Stanton Sales, signed a TSE Systems Inc. Manufacturers' Representative Agreement (the Agreement) which appointed Stanton Sales as a "non-exclusive sales commission representative for [TSE] Products in the Northeast and Southeast territory." Agreement, at 1. The initial term of the Agreement was from August 1, 2005, to March 31, 2006. The Agreement provided for 12-month contract extensions at the discretion of TSE.*fn2 TSE extended the Agreement twice. The Agreement stated TSE would give Mele 60 days notice, before the end of each fiscal year to inform him of its intent to either extend or terminate the Agreement. On January 28, 2008, TSE informed Mele his Agreement would not be renewed and would formally terminate on March 31, 2008.

Mele contends TSE, GmbH interfered with his contract with TSE, and further argues TSE Chairman Jens-Uwe Engler interfered with Mele's prospective contracts with his sales clients. In lieu of a list of prospective contracts which Mele believes Engler interfered with Mele provides an illustrative example of a sale he pursued at Harvard University. Mele states Engler interrupted his sales efforts at Harvard by calling and emailing the Harvard University representative directly, without including Mele in the communications. Mele states the Harvard representative agreed to purchase products from him, but changed his mind after Engler offered him a lower price on the same product. Mele asserts he was forced to offer the representative a lower price after Engler's contact and his commission was reduced.

Mele filed the instant lawsuit on January 13, 2009, bringing claims against TSE, GmbH for civil conspiracy, piercing the corporate veil, and intentional interference with business relations, and claims against TSE for breach of contract, intentional interference with business relations, fraud, civil conspiracy, piercing the corporate veil, and breach of the implied covenant of good faith and fair dealing. On May 12, 2009, this Court granted TSE's motion to dismiss Counts II, IV, VI, and VII of the complaint.*fn3 On May 14, 2009, the Court amended its May 12, 2004 Order to include dismissal of Count V of Mele's complaint, as this count was inadvertently omitted in the original order. The same day, TSE, GmbH filed a motion to dismiss. On June 15, 2009, this Court dismissed Counts VI and VII for civil conspiracy and piercing the corporate veil against TSE, GmbH.

Following disposition of these motions, Mele maintained claims against TSE for breach of contract and against TSE, GmbH for intentional interference with business relations. After the close of discovery, TSE and TSE, GmbH filed motions for summary judgment. This Court granted TSE's motion for summary judgment on May 27, 2010.

DISCUSSION

Summary judgment shall be granted "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). On a motion for summary judgment, a court must view the facts in the light most favorable to the nonmoving party and draw all inferences in that party's favor. Doe v. County of Centre, 242 F.3d 437, 446 (3d Cir. 2001). "Facts must be viewed in the light most favorable to the nonmoving party only if there is a 'genuine' dispute as to those facts." Ricci v. DeStefano, 120 S.Ct. 2658, 2677 (2009) ("Where the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party, there is no genuine issue for trial.").

The moving party "bears the initial responsibility of informing the district court of the basis for its motion and identifying those portions of 'the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any,' which it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986) (quoting Fed. R. Civ. P. 56(c)). The nonmoving party must then "go beyond the pleadings and by her own affidavits, or by the depositions, answers to interrogatories, and admissions on file designate specific facts showing that there is a genuine issue for trial." Id. at 324 (internal quotations and citation omitted).

Mele claims TSE's corporate parent, TSE, GmbH, intentionally interfered with his relationship with TSE and "engaged in conduct which was designed to lead to the termination of the Agreement." Compl. at ¶ 86.*fn4 TSE, GmbH argues this Court should grant summary judgment in its favor because it did not interfere with Mele's business relations, and, even if it did, such interference was privileged.

TSE, GmbH first argues Mele has produced no evidence it "intentionally engaged in conduct which was designed to lead to the termination of the Agreement," as charged in Mele's complaint. Mele contends TSE, GmbH took the following steps to encourage TSE's termination of his Agreement: (1) instituting a policy to prevent Stanton Sales from receiving commissions on sales within the Territory unless it acted as the primary sales agent; (2) instituting a policy requiring Mele and Stanton Sales to complete commission verification forms before commissions were paid; and (3) involving itself in TSE's decision to terminate Mele's Agreement.

Mele's first two arguments fail because this Court has already concluded that, under the terms of the Agreement, TSE did not breach the Agreement by denying Mele commissions for all sales because Mele was a non-exclusive sales person entitled only to commission for those sales in which he acted as the primary or sole salesperson. See Mele v. TSE, Systems, GmbH, et al., No. 09-174, 2010 U.S. Dist. LEXIS 52876 (E.D. Pa. May 27, 2010). This Court has also already addressed and disregarded Mele's claim TSE ...


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