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Zamos v. McNeil-PPC, Inc.

United States District Court, E.D. Pennsylvania

January 5, 2017

DAVID ZAMOS, Plaintiff,


          ROBERT F. KELLY, SR. J.

         Presently before the Court is Defendants, Johnson and Johnson Consumer Inc. (“J&J Consumer”) and McNeil-PPC, Inc.'s (“McNeil”) (collectively “Defendants”) Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6), Plaintiff, David Zamos' (“Plaintiff”) Response in Opposition thereto, and Defendants' Reply. For the reasons set forth below, Defendants' Motion is granted.


         This case revolves around a dispute regarding recovery of “Enhanced Severance Pay” that was offered to Plaintiff by Defendants and allegedly accepted, but never actually paid. Subsequently, Plaintiff filed a three count Complaint asserting contract-based state law claims alleging breach of contract (Count I), contractual bad faith (Count II), and estoppel (Count III).[1] (See Compl.) Defendants have moved to dismiss all three counts of Plaintiff's Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). Plaintiff originally initiated suit in the Court of Common Pleas for Bucks County, Pennsylvania, but Defendants removed it to this Court based on diversity jurisdiction on September 20, 2016.[2] (Doc. No. 1.)

         Plaintiff worked for Defendants as a Senior Director of Regulatory Compliance. (Compl. ¶ 5.) In early February, 2016, Plaintiff was informed that he was being “separated from employment” with Defendants, and that his last day of employment was to be March 24, 2016. (Id. ¶ 17.) Separately, Plaintiff was told by the Vice President of Quality and Compliance not to appear at work after February 26, 2016. (Id. ¶ 18.) Incident to his departure from Defendants, Plaintiff was provided a proposed separation agreement (the “Proposed Agreement”) by the manager of human resources in February of 2016. (Id. ¶ 21.)

         The Proposed Agreement outlined the amount of severance pay available to Plaintiff under the Severance Pay Plan of Johnson and Johnson and U.S. Affiliated Companies (the “Plan”) and the terms and conditions of eligibility. (See Compl., Ex. D.) Plaintiff was eligible to receive $17, 546.15 in “Basic Severance Pay” if he chose not to sign the Proposed Agreement or $114, 050 in “Enhanced Severance Pay” if he did execute the Proposed Agreement. (See id.) The Proposed Agreement included a release of claims, including potential claims under the Age Discrimination and Employment Act (“ADEA”), and other various terms. (See id.) Because Plaintiff was older than 40 years of age and in the protected age group, the Proposed Agreement also included the preconditions required by the Older Worker Benefits Protection Act (“OWBPA”) to render any signed release enforceable against an ADEA claim. 29 U.S.C. §626(f)(1). The Proposed Agreement adopted the OWBPA-mandated 21-day period as the deadline for Plaintiff to sign it. (See Compl., Ex. D.) The Proposed Agreement also included a seven day revocation period if Plaintiff signed it. (Id.) Paragraph 9 of the Proposed Agreement read, in part, that Plaintiff was “strongly encouraged to consult an attorney regarding this [Proposed] Agreement.” (Id.)

         Defendant consulted an attorney and objected to two provisions in the Proposed Agreement. (Id. ¶ 28.) Plaintiff alleges that after his attorney contacted Defendants regarding his objections, Defendants took more than 21 days to respond and claimed that the time allotted to sign the Proposed Agreement in order to receive “Enhanced Severance Pay” had expired. (Id. ¶ 25.)


         A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) tests the sufficiency of a complaint. Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993). Pursuant to Rule 12(b)(6), the defendant bears the burden of demonstrating that the plaintiff has failed to set forth a claim from which relief may be granted. Fed.R.Civ.P. 12(b)(6); see also Lucas v. City of Phila., No. 11-4376, 2012 WL 1555430, at *2 (E.D. Pa. May 2, 2012) (citing Hedges v. U.S., 404 F.3d 744, 750 (3d Cir. 2005)). In evaluating a motion to dismiss, the court must view any reasonable inferences from the factual allegations in a light most favorable to the plaintiff. Buck v. Hamilton Twp. Sch. Dist., 452 F.3d 256, 260 (3d Cir. 2002).

         The United States Supreme Court (“Supreme Court”) set forth in Twombly, and further defined in Iqbal, a two-part test to determine whether to grant or deny a motion to dismiss. See Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009); Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). The United States Court of Appeals for the Third Circuit (“Third Circuit”) has noted that these cases signify the progression from liberal pleading requirements to more “exacting scrutiny” of the complaint. Wilson v. City of Phila., 415 F.Appx. 434, 436 (3d Cir. 2011).

         Initially, the court must ascertain whether the complaint is supported by well-pleaded factual allegations. Iqbal, 556 U.S. at 679. “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Twombly, 550 U.S. at 555. Conclusions of law can serve as the foundation of a complaint, but to survive dismissal they must be supported by factual allegations. Iqbal, 556 U.S. at 679. These factual allegations must be explicated sufficiently to provide a defendant the type of notice that is contemplated by Rule 8. See Fed.R.Civ.P. 8(a)(2) (requiring a short and plain statement of the claim showing that the pleader is entitled to relief); see also Phillips v. County of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008). Where there are well-pleaded facts, courts must assume their truthfulness. Iqbal, 556 U.S. at 679.

         Upon a finding of a well-pleaded complaint, the court must then determine whether these allegations “plausibly” give rise to an entitlement to relief. Id. at 679. This is a “context specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id. Plausibility compels the pleadings to contain enough factual content to allow a court to make “a reasonable inference that the defendant is liable for the misconduct alleged.” Id. (citing Twombly, 550 U.S. 544 at 570). This is not a probability requirement; rather plausibility necessitates “more than a sheer possibility that a defendant has acted unlawfully.” Iqbal, 556 U.S. at 678. “Where a complaint pleads facts that are ‘merely consistent with' a defendant's liability, it ‘stops short of the line between possibility and plausibility.'” Id. (quoting Twombly, 550 U.S. at 557). In other words, a complaint must not only allege entitlement to relief, but must demonstrate such entitlement with sufficient facts to nudge the claim “across the line from conceivable to plausible.” Id. at 683; see also Holmes v. Gates, 403 F. App'x 670, 673 (3d Cir. 2010).

         The general rule is that “a district court ruling on a motion to dismiss may not consider matters extraneous to the pleadings.” W. Penn Allegheny Health Sys., Inc. v. UPMC, 627 F.3d 85, 97 n.6 (3d Cir. 2010) (citing In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997)). “However, an exception to the general rule is that a ‘document integral to or explicitly relied upon in the complaint' may be considered ‘without converting the motion [to dismiss] into one for summary judgment.'” Burlington, 114 F.3d at 1426 (citing Shaw v. Digital Equip. Corp., 82 F.3d 1194, 1220 (1st Cir. 1996)); see also Pension Benefit Guar. Corp. v. White Consol. Indus., 998 F.2d 1192, 1196 (3d Cir. 1993) (“[A] court may consider an undisputedly authentic document that a defendant attaches as an exhibit to a motion to dismiss if the plaintiff's claims are based on the document.”). The United States Court of Appeals for the Third Circuit (“Third Circuit”) explained:

The reason that a court must convert a motion to dismiss to a summary judgment motion if it considers extraneous evidence submitted by the defense is to afford the plaintiff an opportunity to respond. When a complaint relies on a document, however, the plaintiff obviously is on notice of the contents of the ...

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