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Mckee Management Associates, Inc., et al v. Joseph A. Santangelo

April 13, 2012


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


This case involves an employment dispute between Plaintiffs, McKee Management Associates, Inc. ("MMA" or "the Company") and Frank McKee, and Defendant Joseph Santangelo, who worked as MMA's Chief Financial Officer. Before the Court is Plaintiffs' Motion to Remand, wherein Plaintiffs request that the Court remand this case to state court pursuant to its discretion to do so under the Declaratory Judgment Act. *fn1 For the following reasons, the Motion will be denied.


The facts are highly contested by the parties. The Court therefore provides only those facts which are necessary to provide context for the Opinion.

Plaintiff MMA manages a group of companies operating under the name "The McKee Group," which operates residential communities, apartment complexes, mobile home parks, office buildings, storage facilities, and marina. Plaintiff Frank McKee is MMA's President and has a controlling ownership interest in the McKee Group.

In January 2007, McKee hired Santangelo as MMA's Chief Financial Officer ("CFO"). Santangelo and MMA entered into an employment agreement on January 26, 2009; the employment agreement set forth Santangelo's salary, annual bonuses, and benefit information and was retroactive to January 2007. MMA also established an Individual Supplemental Retirement ("ISR") Plan for Santangelo at that time.

In late 2010, MMA began to experience a lack of liquidity. Both parties appear to concede that the economic recession was at least a part to blame for this; however, Plaintiffs allege that the Company's financial trouble was a result of Santangelo's financial mismanagement as CFO, while Santangelo avers that McKee incurred substantial Company debt to finance his personal expenses. The disagreement over the cause of the Company's financial trouble culminated on September 27, 2011, when McKee fired Santangelo, for cause according to McKee, and without cause according to Santangelo.

Plaintiffs commenced this action on October 12, 2011, by filing a complaint in the Court of Common Pleas for Delaware County. The one-count complaint sought a declaratory judgment that Santangelo was terminated for cause and was therefore not entitled to benefits under the employment agreement and the ISR Plan. On November 2, 2011, Santangelo removed the case to this Court, asserting diversity of citizenship as the basis for the Court's jurisdiction. Santangelo answered the Complaint on November 9, 2011. On November 18, 2011, Plaintiffs filed the Motion to Remand now before the Court.

Five days later, Santangelo filed an Amended Answer and asserted six counterclaims. Plaintiffs filed an Answer to the Counterclaims and a Motion to Dismiss on January 13, 2011. Santangelo filed an Amended Counterclaim in response, rendering the initial motion to dismiss the counterclaims moot. On March 1, 2012, Plaintiffs again filed a Motion to Dismiss in Part Santangelo's Amended Counterclaims. This motion is pending.

The Amended Counterclaim alleges a violation of Pennsylvania's Wage Payment and Collection Law ("WPCL"), *fn2 breach of contract, and violations of the Employee Retirement Income Security Act ("ERISA"). *fn3


"[A]ny civil action brought in a State court of which the district courts of the United States have original jurisdiction, may be removed by the defendant or the defendants, to the district court of the United States for the district and division embracing the place where such action is pending." *fn4 United States district courts have original jurisdiction over "all civil actions where the matter in controversy exceeds the sum or value of $75,000, exclusive of interest and costs, and is between . . . citizens of different States." *fn5 A defendant who removes a case from state to federal court has the burden of showing that the action is properly before the federal court. *fn6 Removal statutes "are to be strictly construed against removal and all doubts should be resolved in favor of remand." *fn7

Although Plaintiffs have moved to remand the case, they do not do so on the basis that removal was improper. To the contrary, it is undisputed that this Court has original jurisdiction over this action because the amount in controversy exceeds $75,000 and the dispute is between citizens of different states (Plaintiffs are citizens of Pennsylvania, Defendant is a citizen of New Jersey). Instead, Plaintiffs argue that while the Court has diversity of citizenship jurisdiction, the Court should exercise its discretion under the Declaratory Judgment Act and remand the case to state court. However, Plaintiffs repeatedly conflate jurisdictional remand pursuant to 28 U.S.C. §1447(c) with discretionary remand under the Declaratory Judgment Act.*fn8

In making this argument Plaintiffs rely upon standards which a federal district court applies in determining whether it has subject-matter jurisdiction over a case, i.e. whether the claims "depend[] on resolution of a substantial question of federal law." *fn9 These standards simply do not apply to discretionary remand pursuant to the DJA, where it is undisputed that the Court has diversity jurisdiction. In this context, the Court must consider the entire context of the litigation to determine whether the court should remand a case. *fn10 In assessing whether discretionary remand is appropriate, the Court is not limited to considering whether the ...

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