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Jennifer Gift, et al v. Travid Sales Associates

August 2, 2012


The opinion of the court was delivered by: Eduardo C. Robreno, J.



Plaintiffs Jennifer Gift and Joel Gift (collectively, "Plaintiffs") bring this employment discrimination action against Defendants Travid Sales Associates, Inc., Johnson Controls, Inc., David Laudadio, Donna Laudadio, Walter Doll, and Gerard McLaughlin (collectively, "Defendants"). Plaintiff Jennifer Gift alleges that she was subject to pervasive sexual harassment that resulted in her resignation. In their Amended Complaint, Plaintiffs plead eleven claims. Count I pleads a claim of sexual harassment in violation of the Pennsylvania Human Relations Act ("PHRA"). Count II pleads a claim of retaliation in violation of the PHRA. Counts III and IV plead claims of aiding and abetting sexual harassment in violation of the PHRA. Count V pleads a claim of intentional infliction of emotional distress. Count VI pleads a claim of constructive discharge. Count VII pleads a claim of sexual harassment in violation of Title VII of the Civil Rights Act of 1964. Count VIII pleads a claim of assault and battery. Count IX pleads a claim of false imprisonment. Count X pleads a claim of negligent supervision. Finally, Count XI pleads a claim of loss of consortium. Defendants answered denying all averments and asserting a variety of affirmative defenses. Relevant here, Defendant Johnson Controls avers that Defendant Travid Sales Associates is not its subsidiary and, therefore, Defendant Johnson Controls had no control and did not participate actively or vicariously in any alleged harassment.

Pending before the Court is Defendant Johnson Controls's Motion for Summary Judgment on all counts asserted against it because Defendant Johnson Controls is not a proper defendant in this case. For the reasons that follow, the Court will grant Defendant Johnson Controls's Motion in part and deny it in part.


Plaintiff*fn2 began her employment as a sales associate with Defendant Travid Sales Associates, Inc. ("Travid") in February 2008. Travid is a supplier of heating, ventilation, and air conditioning products. Defendant Johnson Controls, Inc. ("JCI") manufactures a range of industrial and commercial products, including commercial and industrial heating, ventilation, and air conditioning products. Travid is JCI's sales representative for JCI products in Berks, Lehigh, and Northampton Counties.*fn3 Defendant David Laudadio ("Laudadio") is the owner and chief executive officer of Travid and hired Plaintiff. Defendant Donna Laudadio is an officer with supervisory authority at Travid. Defendant Walter Doll is an employee at JCI, as is Defendant Gerard McLaughlin.

This case arises from the alleged sexual harassment, and resulting hostile work environment, by Laudadio. Plaintiff avers that Laudadio subjected her to various forms of verbal sexual harassment including pointed jokes, pornographic emails, vulgar statements, lewd comments, and other forms of harassment. Plaintiff avers that some of this harassment was by way of email, and that some of these emails were forwarded to JCI employees, specifically, Defendants Doll and McLaughlin. Plaintiff resigned from Travid on May 13, 2010.

As a result of this conduct, Plaintiff filed a complaint against Travid, JCI, Laudadio, and Donna Laudadio in the Court of Common Pleas of Berks County, Pennsylvania, on June 15, 2011. After removal, the Court held a status and scheduling conference and set limited discovery and summary judgment briefing schedules concerning whether JCI was a proper party to the action. Thereafter, with leave of Court, Plaintiff filed an Amended Complaint adding Defendants Doll and McLaughlin.

This Memorandum only considers whether JCI may be held liable for Plaintiffs' claims. Presently, Plaintiffs' Amended Complaint asserts the following claims against JCI: (1) sexual harassment in violation of the PHRA, (2) retaliation in violation of the PHRA; (3) aiding and abetting in violation of the PHRA; (4) intentional infliction of emotional distress; (5) constructive discharge; (6) sexual harassment in violation of Title VII;*fn4 (7) negligent supervision; and (8) loss of consortium. Plaintiffs aver JCI was Plaintiff's joint employer, along with Travid.

JCI and Travid's relationship is, at its core, contractual and governed by a Sales Representative Agreement ("Sales Agreement"). See Sales Representative Agreement, Pls.' Br. in Opp'n to Def. JCI's Mot. for Summ. J. Ex. D, ECF No. 34 [hereinafter Pls.' Br.]. The Sales Agreement between York International Corporation (a JCI entity) and Travid provides the details of Travid's sale of JCI products. Relevant here, the Sales Agreement states that "[t]he relationship between the parties is that of independent contractors." Id. ¶ 3. Under the agreement, JCI sets the prices of its products, and JCI can unilaterally alter the prices, terms, and conditions of the sale of its products. Id. ¶ 5.2.C. The Sales Agreement provides JCI reasonable access to Travid's books and records. Id. ¶ 5.2.H. Also in the Sales Agreement, Travid warrants that it will maintain a sales office within the sales territory, maintain necessary trained technical staff to sell JCI products, and maintain necessary administrative staff to support such sales. Id. ¶ 5.2.D. The Sales Agreement also requires Travid and its employees to keep confidential all non-public trade secrets, pricing, margin, product design, and proprietary information. Id. ¶¶ 5.2.G, H. Moreover, the Sales Agreement requires Travid to procure and maintain liability insurance for the protection of both Travid and JCI. The agreement is devoid of any mention of JCI's authority to otherwise control Travid employees or to compensate such employees.

In addition to the Sales Agreement, JCI submitted the affidavits of Laudadio and Louis Ventura, JCI's Systems HVAC Branch Manager of the Allentown branch, in support of its Motion. Both of these affidavits state that JCI had no authority over Travid employees. Specifically, JCI had no authority to hire or fire Travid employees. JCI did not compensate or have any salary control over Travid employees. JCI did not have authority to promulgate work rules for Travid employees, and JCI had no ability to determine how Travid and its employees performed their work. JCI does state that there were circumstances when JCI and Travid worked jointly on sales projects, but those projects were collaborative efforts. Lastly, JCI had no access to Travid personnel records.

Plaintiff, by way of affidavit, puts forth additional evidence regarding JCI's status as her employer. Plaintiff states that she believed a majority of Travid's revenue came from the sale of JCI products. Therefore, it was her belief that JCI paid Travid employees' salaries. Plaintiff also states that she attended one meeting at JCI's regional office in Fogelsville, Pennsylvania. Moreover, Mr. Ventura and other JCI employees called Travid's office at least once every other day, and Plaintiff took their instructions to gather and send out documents. Plaintiff often traveled to customer locations to pick up engineering plans that were part of a transaction involving JCI products and to drop off JCI price quotes. Moreover, Plaintiff had access to a password-protected JCI website that allowed her to tell customers when their JCI products would ship to them. Plaintiff further states that one of Travid's sales managers, Stephen Phillips, called JCI's York, Pennsylvania location "his office." Gift Aff. ¶ 15, Pls.' Br. Ex. H. Plaintiff states that Mr. Phillips's customers were close to York, Pennsylvania, and that there were weeks where Mr. Phillips would be at JCI's York office more than at Travid.*fn5

Lastly, in 2010, Plaintiff states that Travid added a commission component to her compensation such that additional sales of JCI products would be part of this commission.

JCI filed a motion for summary judgment arguing that it was not a joint employer for purposes of Title VII and PHRA liability, and also that it could not be liable for Plaintiffs' state-law claims. ECF No. 25. Plaintiffs filed an opposition brief. ECF No. 34. JCI filed a reply brief. ECF No. 35. The motion is now ripe for disposition.


Summary judgment is appropriate if there are no genuine disputes of material fact and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a). "A motion for summary judgment will not be defeated by 'the mere existence' of some disputed facts, but will be denied when there is a genuine issue of material fact." Am. Eagle Outfitters v. Lyle & Scott Ltd., 584 F.3d 575, 581 (3d Cir. 2009) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986)).

A fact is "material" if proof of its existence or non-existence might affect the outcome of the litigation, and a dispute is "genuine" if "the evidence is such that a reasonable jury could return a verdict ...

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