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Guvenal v. 7-Eleven, Inc.

United States District Court, W.D. Pennsylvania

December 3, 2019

AYSAN GUVENAL and GUVENAL INCORPORATED, Plaintiffs,
v.
7-ELEVEN, INC., Defendant,

          MEMORANDUM OPINION

          PATRICIA L. DODGE, UNITED STATES MAGISTRATE JUDGE.

         Defendant 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.

         I. Relevant Procedural History and Factual Background

         Plaintiffs 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 these claims.[1]

         According 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).

         After 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. ¶ 11).

         In 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).

         Plaintiffs 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).

         In Count IV, Plaintiffs seek an accounting of the books and records of the franchise. (Id. ¶¶ 34-38).

         Finally, 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. ¶¶ 40-43).

         II. Standard of Review

         Under 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 (2007)).

         As 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).

         It is 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 ...


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