United States District Court, E.D. Pennsylvania
For PLEXICOAT AMERICA, INC., Plaintiff: LAURENCE A. MESTER, LEAD ATTORNEY, GROSSMAN LAW FIRM PC, PHILADELPHIA, PA.
For PPG ARCHITECTURAL FINISHES, INC., Defendant: STEPHEN J. FINLEY, LEAD ATTORNEY, JOSEPH M. CINCOTTA, GIBBONS P.C., PHILADELPHIA, PA.
C. Darnell Jones,
The Court holds that Plaintiff Plexicoat America LLC may proceed with Count I on the claim that Defendant PPG Architectural Finishes' employee, Mr. Hartings, falsely and fraudulently induced Plaintiff into the Agreement in dispute by representing that he " possessed the authority to execute the Agreement on behalf of Defendant and, accordingly, was authorized to carry out the terms and conditions of the agreement as of the Effective Date of the Agreement." (Compl. ¶ ¶ 78, 80.) Plaintiff's other claims under Count I are dismissed under the gist of the action doctrine.
Plaintiff, Plexicoat America LLC, filed suit against Defendant, PPG Architectural Finishes, Inc., for breach of contract and fraud in the inducement relating to a 2011 Reseller Agreement (" the Agreement" ) between the two companies. Pursuant to Fed.R.Civ.P. 12(b)(6), Defendant has moved for dismissal of Plaintiff's fraud in the inducement claims in Count I of the Complaint.
Plaintiff alleges that " [a]t all material times prior to the execution of the Agreement, Defendant, by and through [Defendant's employee] Mr. Hartings," (1) " represented that it was ready, willing and able to comply with the terms and conditions set forth in the Agreement as of the Effective Date of the Agreement," (Compl. ¶ 77.); (2) " [Mr. Hartings] represented that he possessed the authority to execute the Agreement on behalf of Defendant and, accordingly, was authorized to carry out the terms and conditions of the agreement as of the Effective Date of the Agreement," (Compl. ¶ 78.); and (3) " represented that Defendant would utilize its national sales and marketing team and programs to promote, market and advertise the sale of Plaintiff's products as of the Effective Date of the Agreement." (Compl. ¶ 79.) Plaintiff alleges that these representations were material to Plaintiff's consideration of the Agreement, (Compl. ¶ 93), were false and fraudulent, (Compl. ¶ 80), were made with knowledge of the falsity, (Compl. ¶ 94), were made recklessly,
(Compl. ¶ 95), were made with the intent of inducing Plaintiff to execute the Agreement, (Compl. ¶ 96), and were made with the intent of inducing Plaintiff to execute an exclusive re-seller agreement. (Compl. ¶ 97.)
a. Standard of Review
In deciding a motion to dismiss pursuant to Rule 12(b)(6), courts must " accept all factual allegations as true, construe the complaint in the light most favorable to the plaintiff, and determine whether, under any reasonable reading of the complaint, the plaintiff may be entitled to relief." Phillips v. Cnty. of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008) (internal quotation and citation omitted). After the Supreme Court's decision in Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007), " [t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). " A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. at 678 (citing Twombly, 550 U.S. at 556). This standard, which applies to all civil cases, " asks for more than a sheer possibility that a defendant has acted ...