United States District Court, E.D. Pennsylvania
F. KELLY, SR. J.
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.
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). (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. (Doc. No. 1.)
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.
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]
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.)
STANDARD OF REVIEW
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.
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).
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.
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).
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”)
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 ...