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Villari Brandes & Giannone, PC v. Wells Fargo Financial Leasing, Inc.

United States District Court, Third Circuit

September 30, 2013




Plaintiff Villari Brandes & Giannone, PC (VBG), brings claims for wrongful use of civil proceedings, negligence, fraud, and outrageous conduct/punitive damages against Wells Fargo Financial Leasing, Inc. (Wells Fargo), and its attorneys, Brian Fleischer, Nicola Suglia, and the law firm of Fleischer, Fleischer & Suglia (collectively, Fleischer), arising out of Defendants’ pursuit of a breach of contract action against VBG in state court, which Defendants ultimately voluntarily dismissed on the eve of trial. Wells Fargo and Fleischer have each filed a motion to dismiss the Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below, the motions will be granted.


In March 2004, VBG[2] entered into a series of agreements with Fraser Advanced Information Systems (Fraser) concerning VBG’s rental of photocopiers and document accounting software from Fraser. Compl. ¶ 7-8. On March 16, 2004, VBG’s office manager contemporaneously executed the following documents with Fraser: (1) a “Delivery and Installation Certificate, ” (2) an “Equipment Rental Agreement, ” (3) a “Sales Agreement, ” (4) an “Extended Warranty Agreement, ” and (5) an “Agreement Regarding Additional Terms and Conditions.”[3] Id. ¶ 10. These documents were collected behind a cover sheet bearing the heading “Equipment Rental Agreement, ” and are collectively attached to the Complaint as Exhibit 1.[4] VBG asserts the documents together constitute the full Equipment Rental Agreement, which VBG refers to as the “Lease.” For clarity, this Court will refer to the collected documents as the Lease or the lease documents and will use the term Equipment Rental Agreement to refer to the two-page document bearing that title. Because these documents and their proper interpretation form the basis for both the underlying state court action as well as the instant suit, the Court will describe the documents in some detail.

In the Delivery and Installation Certificate, VBG certified it had “received and accepted all the equipment described in the Equipment Rental Agreement” and the equipment “conforms with our requirements and has been fully installed.” Compl. Ex. 1, ECF No. 1-2 at 20. The Certificate further provides VBG has “reviewed and . . . understand[s] all of the terms and conditions of the Equipment Rental Agreement” and “[t]here are no side agreements or cancellation clauses outside of the Equipment Rental Agreement.” Id.

The Equipment Rental Agreement reflects VBG’s agreement to rent from Fraser four pieces of equipment—two Canon IR6020i copiers, one Muratec 360 fax, and one Sharp C260 color copier—for a period of 60 months for a monthly payment of $2, 175.00. The Equipment Rental Agreement provides VBG agrees to the terms and conditions stated therein; such terms and conditions are a “complete and exclusive statement of [the parties’] agreement” and may be modified only by written agreement; and “this Agreement cannot be terminated except as provided for in this Agreement.” Id. at 21. The Equipment Rental Agreement further provides Fraser will be “responsible for installing and keeping the equipment in good working order, ” while VBG is “responsible for protecting the equipment from damage . . . and from loss.” Id. at 22. The Agreement includes an “Assignment” provision, which permits Fraser to “sell, assign or transfer this Agreement, ” but prohibits VBG from doing so. Id. If Fraser assigns the Agreement, “the new owner will have the same rights and benefits that [Fraser] ha[s] now and will not have to perform any of [Fraser’s] obligations.” Id. The rights of any new owner “will not be subject to any claims, defenses, or set offs that [VBG] may have against [Fraser].” Id. Finally, under “Default, ” the Agreement provides if VBG defaults on a payment, Fraser “can require that [VBG] pay the remaining balance of this Agreement and return the equipment to [Fraser].” Id.

The Sales Agreement references the same four pieces of equipment listed in the Equipment Rental Agreement, lists an installation and delivery fee of $1, 875.00, and addresses the parties’ warranties and obligations with respect to the equipment. See Compl. Ex. 14, ECF No. 1-2 at 101-102. The Sales Agreement also reflects Fraser’s agreement to pick up and store for VBG certain other equipment (i.e., two Canon IR6000 copiers) until such equipment “goes back to [the] leasing co.”[5] Id. at 101.

The Extended Warranty Agreement reflects VBG’s selection of “gold” level maintenance and also references that VBG is trading in two Canon IR6000 models. Compl. Ex. 14, ECF No. 1-2 at 103-04.

Finally, the parties executed the Agreement Regarding Additional Terms and Conditions, with the stated purpose “to further define the terms and conditions of” the Sales Agreement.[6] Compl. Ex. 1, ECF No. 1-2 at 25. Section I concerns Fraser’s obligations with respect to the preexisting copiers and related equipment which Fraser agrees to remove from VBG’s offices and store. Section II concerns Fraser’s obligations to “install document copying and printing accounting software on [VBG’s] computer network and computers, ” and also provides:

Should [VBG], in its sole discretion, determine that the document accounting software operates in an ineffective or unsatisfactory manner, FRASER shall, without cost to [VBG], remove the document accounting software from [VBG’s] computer network and computers and restore [VBG’s] computer network and computers to their pre-existing condition and configuration within thirty (30) days.

Id. Section III sets forth certain “miscellaneous” terms, including the following:

3.1 In the event of FRASER’s failure to perform any of its obligations . . . [VBG] may terminate this Agreement and/or the Sales Agreement, take possession of the Copiers [i.e., the copiers Fraser is storing for VBG], and may enter the premises of FRASER or its agents to do so, and exercise all other rights granted to it under this Agreement and all rights in effect in the applicable jurisdiction(s) and under any other applicable jurisdiction.
3.4 To the extent inconsistent with any other agreement between the parties, this Agreement shall control the rights, duties ...

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