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Smith v. Integral Consulting Services, Inc.

United States District Court, W.D. Pennsylvania

September 29, 2014





In this diversity action, Plaintiff Stephen Smith ("Smith") asserts claims of fraudulent inducement, negligent misrepresentation and breach of contract against Defendant Integral Consulting Services, Inc. ("Integral"). (Docket No. 1-1). Smith's claims arise from offers of employment extended to him by Integral to work as an intelligence analyst at its Charlottesville, Virginia location and caused him to resign from a similar position for another company in Afghanistan and return to the United States, at which time Integral rescinded its offer of employment. ( Id. ). Presently before the Court is Integral's Motion to Dismiss arguing that this Court lacks personal jurisdiction over it, which Smith opposes, asserting that Integral's contacts with him are sufficient to confer specific personal jurisdiction over Integral in Pennsylvania. (Docket Nos. 7, 15, 16, 18). Along with their briefing, the parties have also presented competing affidavits and other documentary evidence, including email communications. (Docket Nos. 1-1, 7, 15, 16, 18). Upon consideration of the parties' arguments, and for the following reasons, Integral's Motion to Dismiss is granted and this matter is transferred to the United States District Court for the District of Maryland.


Smith is a native of Butler County, Pennsylvania, an area which he considers home and where his parents and girlfriend resided throughout the events in question. He is a veteran of the United States Air Force and has over ten years of experience as an intelligence analyst. (Docket No. 7-1). Smith's military career led him to serve out of bases in Germany from 1999-2002 and South Carolina from 2002-2004. ( Id. ). Subsequent to his military service, in 2004-2005, he worked as a commercial truck driver for a private company for a period of two years in Illinois. ( Id. ). He spent the next four and a half years (2005-2011) working as an intelligence analyst for the United States Army in Hawaii. ( Id. ). Smith then returned to the continental United States and worked in similar positions for government contractors in Virginia, the last of which was in Charlottesville, where he maintained an apartment. ( Id. ).

In March of 2012, while Smith was still working in Charlottesville for a former employer, he was under consideration for a position with Integral in the same area. (Docket No. 15 at ¶ 6). Integral is a Maryland corporation and maintains its headquarters in Maryland where some of the executives and human resources professionals with whom Smith had contact worked. (Docket No. 1-2 at ¶ 4). Around this time, Integral was bidding on a long-term federal contract (the "BIP contract") and was confident that it would receive the BIP contract. (Docket No. 15 at ¶ 6). Integral was interested in hiring Smith as an intelligence analyst in the event that it received the BIP contract, at which time it would have intelligence analyst duties for him to perform. ( Id. ).

The discussions between Smith and Integral were ongoing when Smith's contract with his prior employer expired in March of 2012. Smith then told an unspecified individual at Integral that he could no longer afford to live in Charlottesville and would be relocating to Pennsylvania until Integral had work for him. ( Id. at ¶¶ 7-11). He also advised that he would be willing to return to Virginia in the event that the contract was awarded. ( Id. at ¶ 10). According to Smith, Integral encouraged him to stay in Charlottesville and offered to pay his lease on his apartment while it awaited the government's decision on whether to award the contract to Integral. ( Id. at ¶ 8).

Smith avers that he returned to Butler County but maintained email and telephone communication with Integral. ( Id. at ¶ 11). However, he also continued to rent his apartment in Charlottesville and left certain of his belongings there. ( Id. at ¶ 13, Ex. A). Integral emailed Smith a contingent job offer on April 6, 2012, which Smith signed[1] and returned along with a copy of his resume from his location in Butler County. (Docket No. 15 at ¶ 18; Docket No. 1-2 at Ex. 1). Although it was emailed, the letter is addressed to Smith at an unlisted location in Charlottesville, Virginia. (Docket No. 1-2, Ex 1). Similarly, the resume that Smith provided to Integral indicated that he resided at an address in Charlottesville. Integral Executive Vice President Abhai Johri ("VP Johri") declares in an affidavit that neither he nor the author of the April contingent job offer letter, President Renu Johri, were aware that Smith had relocated to Pennsylvania at the time the letter was emailed to him. (Docket No. 7-2). In any event, the letter expressly states that it is "contingent" and "subject to" Integral winning the BIP contract. (Docket No. 1-2, Ex 1). The letter further provides a starting salary of $75, 000, includes some benefits information and states that "[t]his is an offer for employment at will and is not in any way an offer either implied or expressed, for employment for any term or guarantee of employment for any term." ( Id. ).

On April 25, 2012, VP Johri emailed Smith and requested that he fill out a Form SF86 which was necessary in order for Smith to obtain a security clearance to work in the position. (Docket No. 15-1 at 3). Smith responded that a copy of his last SF86 and his passport were located at his apartment in Virginia and that he was planning on going "back down there this weekend." ( Id. at 2-3). He commented that this was necessary because he was unable to "remember all [of his] addresses and things for the last 10 years" and asked if he could have until Monday to fill out the new form and return it to Integral, to which VP Johri responded "[t]hat will be fine." ( Id. ). Smith then retrieved the documents from his apartment, returned to Butler County, filled out the new SF86 Form and mailed the packet to Integral, using a Butler return address on the envelope. (Docket No. 15-1 at ¶ 15).

Smith had some additional communications with Integral around this time as he requested that Integral assist him with paying his rent at his apartment and also discussed a revised offer containing an increased starting salary. (Docket No. 1-2 at 27). To this end, on May 8, 2012, Senior IT Recruiter Katrin Kassiri wrote to Smith that Integral was going to send him a revised offer letter with a salary of $78, 000 plus $2, 000 for his expenses. ( Id. ). The next day, Smith emailed and asked if he was "still getting that offer" to which Kassiri responded "yes, " indicating that he would receive it today. ( Id. at 26). Smith thanked Kassiri, commenting that he really appreciated her help and also thanked her "for putting up with all [of his] calls and emails." ( Id. ). It is unclear if this revised offer was actually extended to Smith but the documents which have been presented show that on May 18, 2012, Integral made a payment to Smith's landlord purportedly to pay his rent for the months of June and July of 2012. (Docket Nos. 7-1 at ¶¶ 8-9, p. 8). On May 11, 2012, VP Johri sent out an email to a number of individuals, including Smith, which states that "I would like to thank you for your support and signing up to be in our BIP team.... I would like to assure you (who have signed up with us now) a confirmed position on the BIP contract contingent on Integral winning the contract; and we are very confident about winning it." (Docket No. 16-2 at 2). VP Johri noted that the contract would be awarded mid-July and would start on July 30, 2012 and also stated that the company "will keep you informed on the status of the BIP proposal as we move forward, and will be in touch with you shortly for any help we need during the proposal time." ( Id. ).

In July of 2012, Smith accepted an opportunity to work with another employer, Mission Essential Personnel, in Afghanistan. (Docket No. 15 at ¶¶ 20-23). He states that he took this position because Integral still had not secured the BIP contract and he was unable to remain unemployed indefinitely. ( Id. at ¶ 20). The new position also had a significant annual salary of $112, 719.60, a large portion of which would be tax-free if he remained in the position for eleven months. ( Id. at ¶¶ 21-22). Smith notified Integral that he accepted the position and relocated to Afghanistan, commencing his work in late July 2012. ( Id. at ¶¶ 23-24).

Integral was awarded the BIP contract in September of 2012 and Kassiri emailed Smith asking him if he was still available. (Docket No. 1-2 at 26). Smith advised that he was in Afghanistan but said he was willing to come back "if the money is right" in an apparent effort to negotiate a higher salary. ( Id. ). He further commented that he was planning on returning to the United States in February of 2013 and may be available to work at Integral then if there was still a spot for him. ( Id. ).

Smith and Kassiri engaged in back and forth email communications over the next few days. ( Id. at 23-26). Kassiri asked Smith if he would like to stay in Afghanistan and work from there or to work in Charlottesville and Smith indicated that he was interested in returning and getting a place in Virginia. Kassiri advised that the company would offer him $83, 000 in salary and an additional $2, 000 in relocation expenses within 30 days of joining the company. ( Id. at 25). Smith inquired about the length of the contract, joking that he did not "want to make the same mistake as last time and get there and find out the contract ended in four months. ha ha." ( Id. at 25). Kassiri responded that the contract was for five years and that he wouldn't make a mistake because that even after five years, his position was most likely safe. ( Id. ). Upon further questioning, Kassiri told him that the start date was September 17, 2012 and that he needed to get there as soon as possible so that he would not lose his spot. ( Id. ). Smith also expressed some concern about his expenses for moving "down" to Virginia and to find a new place in two of his emails. ( Id. at 24-25; Docket No. 15 at ¶¶ 33-34).

Ultimately, Smith said that he was interested in the position and Integral emailed him an offer letter dated September 10, 2012, setting forth a starting salary of $83, 000 annually, plus benefits and $2, 000 for relocation expenses, with a start date of September 17, 2012. ( Id. at ¶ 29; Docket No. 1-2 at Ex. 4). Smith received this letter while in Afghanistan, signed it and returned it to Integral. (Docket No. 15 at ¶ 29). He then resigned his position at MEP and made arrangements to return home. ( Id. at ¶¶ 30, 36). Smith concedes that on September 19, 2012, while he was still in Afghanistan, he was told by Kassiri that Integral was reducing the salary that they had agreed upon. ( Id. at ¶ 37).

Smith admits that he had difficulties leaving Afghanistan and returning stateside and it appears to have taken him around three weeks to accomplish this move. ( Id. at ¶ 32). His email correspondence indicates that he arrived in Kuwait on Saturday, September 22, 2012 but missed the connecting flight to the United States which was scheduled for that day. (Docket No. 16-6 at 3). As a consequence, he was scheduled to leave Kuwait on the next flight on Saturday, September 29, 2012, on which he would travel to the United States on Sunday and then be able to process out of Camp Atterbury, Indiana on Monday, October 1. ( Id. ). While Smith remained in Kuwait, Thomas Williams of Integral emailed him a revised offer letter on September 27, 2012, offering a base salary to $76, 000 and outlining other benefits information. (Docket No. 16-5). The revised offer letter contained the same language as the earlier letters, stating that "[t]his offer is an offer for employment at will and is not in any way an offer either implied or expressed, for employment for any term or guarantee of employment for any term." ( Id. ). In obvious error, the revised offer letter still referenced a start date of around September 17, 2012 and asked for it to be returned by September 12, 2012. ( Id. ).

Smith went back to Butler County after he arrived in the United States in early October of 2012. (Docket No. 15 at ¶¶ 39-40). He signed the revised offer letter upon his return and faxed it from his girlfriend's residence, leaving a (724) prefix on the faxed documents. ( Id. at ¶ 41). His email correspondence indicates that he sent the fax to Integral around Friday, October 5, 2012. (Docket No. 16-6). Smith declares that after he accepted his offer, his girlfriend resigned her position at her employment in Pennsylvania and requested a transfer to Charlottesville. ( Id. at ¶ 43). They then started looking for a new home in Virginia and schools for his girlfriend's children to attend. ( Id. ).

Smith soon reached out to Kassiri, Williams and VP Johri via email and telephone seeking information about his start date. Smith avers that during one of these phone conversations he informed Integral that his girlfriend and her children would be relocating with him to Virginia after Integral provided a start date. ( Id. at ¶ 44). He was told by Kassiri that the government was staggering start dates and that he would have to wait for his date to be finalized. ( Id. at ¶ 42). Williams advised Smith via email on October 11, 2012 the Charlottesville office was aware of his situation and that they needed to go through all the necessary processes to provide a start date for him. ( Id. at ¶ 45; Docket No. 16-6). On the next day, Smith called VP Johri about his start date, who told Smith that the government client had yet to approve him to work on the BIP contract. (Docket No. 15 at ¶ 46). Smith avers that no one from Integral had ever advised him prior to that conversation that they were awaiting approval or that his job offer was conditioned on approval by the government. ( Id. at ¶ 47). He contacted Kassiri and she stated that she was unaware that Integral was awaiting or needed approval for him to start but agreed to let him know of any further developments. ( Id. at ¶ 48). A few days later, Smith contacted Kassiri a final time and she said that they had heard nothing further on his application, adding "I'm really, really sorry, but at this point it is safe to say that you are not going to be approved because it shouldn't take this long." ( Id. at ¶ 49).

Integral then sent a letter to Smith via email on October 19, 2012, which Smith received in Butler County. ( Id. at ¶ 50). In ...

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