United States District Court, W.D. Pennsylvania
PATRICIA L. DODGE, UNITED STATES MAGISTRATE JUDGE.
7-Eleven, Inc. ("7-Eleven") moves to dismiss the
Complaint filed by Plaintiffs Aysan Guvenal
("Guvenal") and Guvenal Incorporated ("Guvenal
Inc.") on multiple grounds. For the reasons that follow,
its motion will be granted in part and denied in part.
Relevant Procedural History and Factual Background
commenced this action against 7-Eleven in which they assert
claims of intentional interference with contracts and
prospective contracts (Count I), negligent interference with
contracts and prospective contracts (Count II), breach of
contract (Count III), an accounting (Count IV), and
defamation (Count V). 7-Eleven has moved to dismiss each of
to the allegations of the Complaint, Plaintiff Guvenal is the
sole shareholder and president of Guvenal Inc., which was a
franchisee of 7-Eleven. (Complaint ¶ 6). 7-Eleven is an
operator and franchisor of retail convenience store
businesses throughout Pennsylvania. (Id. ¶ 5).
Guvenal Inc. operated a 7-Eleven convenience store in Turtle
Creek, Pennsylvania as a franchisee from April of 2012 until
the franchise was terminated on or about May 7, 2018.
(Id. ¶ 7).
7-Eleven filed an action in this Court to terminate the
franchise agreement and remove Guvenal Inc. from operating
the Turtle Creek store, the parties entered into a settlement
agreement (the "Settlement Agreement") on November
7, 2017, in order to provide for the termination of the
franchise and to allow Plaintiffs to sell the franchise's
goodwill to another qualified person pending the date of
termination. (Id. ¶¶ 8, 9). The Settlement
Agreement provided for a period of one-hundred eighty (180)
days from November 8, 2017, for Plaintiffs to enter into a
contract to sell the franchisee's goodwill interest in
the Turtle Creek store to a third-party purchaser.
(Id. ¶ 10). Defendant 7-Eleven also agreed to
perform an audit and accounting of the inventory and cost
incurred by Guvenal Inc. while it operated the store during
this period and make distribution of proceeds in accordance
with the original franchise agreement. (Id. ¶
Count I, which asserts a claim for intentional interference
with contracts and prospective contracts, Plaintiffs allege
that they made a good faith attempt during the requisite time
period to sell the goodwill. (Id. ¶ 15). This
included the submission of over thirty names to 7-Eleven for
its approval, each of whom would have agreed to or would have
entered into a contract with Plaintiffs upon 7-Eleven's
approval. (Id. ¶¶ 16-18). However, each
person was either rejected or discouraged by 7-Eleven from
continuing the application process. (Id. ¶ 19).
This alleged wrongful conduct included accusing Guvenal of
theft, providing details about the Settlement Agreement,
making derogatory comments about both Plaintiffs, telling
applicants that the price offered by Guvenal was a
"joke," offering other franchises as better
opportunities, telling a woman applicant that the location
was unsafe for a woman to operate, intentionally delaying
responses to applicants, denying qualified applicants'
applications, and otherwise dissuading applicants from
seeking to purchase the franchisee's goodwill.
(Id. ¶ 20).
claim in Count III that 7-Eleven breached the Settlement
Agreement by, among other things, failing to act in good
faith and commercial reasonableness, refusing to properly
conduct the audit and accounting of the inventory and sales
for the Turtle Creek store, refusing to provide various forms
of credit for Plaintiffs, refusing to make any payment to
Plaintiffs for inventory and sales, and denying access to the
records. (Id. ¶¶ 30, 31).
Count IV, Plaintiffs seek an accounting of the books and
records of the franchise. (Id. ¶¶ 34-38).
Count V asserts a claim of defamation based upon a false
allegation from an agent or employee of 7-Eleven that Guvenal
was stealing from 7-Eleven. (Id. ¶¶
Standard of Review
Rule 12(b)(6), a motion to dismiss may be granted only if,
accepting all well-pleaded allegations in the complaint as
true and viewing them in the light most favorable to the
plaintiff, a court finds that plaintiffs claims lack facial
plausibility." Warren Gen. Hosp. v. Amgen Inc.,
643 F.3d 77, 84 (3d Cir. 2011) (citing Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555-56 (2007)). "This
requires a plaintiff to plead "sufficient factual matter
to show that the claim is facially plausible," thus
enabling "the court to draw the reasonable inference
that the defendant is liable for misconduct alleged."
Id. (quoting Fowler v. UPMC Shady side, 578
F.3d 203, 210 (3d Cir. 2009)). While the complaint "does
not need detailed factual allegations ... a formulaic
recitation of the elements of a cause of action will not
do." Twombly, 550 U.S. at 555. See also
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
noted by the Court of Appeals for the Third Circuit in
Malleus v. George, 641 F.3d 560, 563 (3d Cir. 2011),
a 12(b)(6) inquiry includes identifying the elements of a
claim, disregarding any allegations that are no more than
conclusions and then reviewing the well-pleaded allegations
of the complaint to evaluate whether the elements of the
claim are sufficiently alleged. A court may consider the
complaint, exhibits attached to the complaint, matters of
public record, and "undisputedly authentic documents if
the complainant's claims are based upon these
documents." Mayer v. Belichick, 605 F.3d 223,
230 (3d Cir. 2010) (citation omitted).
well established in this Circuit "that if a complaint is
vulnerable to 12(b)(6) dismissal, a district court must
permit a curative amendment, unless an amendment would be
inequitable or futile." Phillips v. Cty. of
Allegheny,515 F.3d 224, 236 (3d Cir. 2008) (citing