Halstead v. Motorcycle Safety Foundation, Inc., 99-CV-2199.

• Decision Date: 08 October 1999
• Docket Number: No. 99-CV-2199.,99-CV-2199.
• Citation: 71 F.Supp.2d 455
• Parties: Joseph HALSTEAD v. MOTORCYCLE SAFETY FOUNDATION INC., et. al.
• Court: U.S. District Court — Eastern District of Pennsylvania

Page 455

71 F.Supp.2d 455

Joseph HALSTEAD v. MOTORCYCLE SAFETY FOUNDATION INC., et. al.

No. 99-CV-2199.

United States District Court, E.D. Pennsylvania.

October 8, 1999.

COPYRIGHT MATERIAL OMITTED

William W. Spalding, Abraham Bauer & Spaulding, P.C., Philadelphia, PA, for Plaintiff.

Paul C. Vitrano, Ross, Dixon & Bell, L.L.P., Washington, DC, Claudia M. Tesoro, Office of Atty. General, Philadelphia, PA, for Defendants.

MEMORANDUM AND ORDER

JOYNER, District Judge.

By way of the motion which is now before us, the Defendant Motorcycle Safety Foundation moves to partially dismiss the Plaintiff's Amended Complaint. For the reasons which follow, the motion shall be granted.

Background

This case arises out of a written contract between the Pennsylvania, Department of Transportation ("PennDot") and the Motorcycle Safety Foundation ("MSF"), a private corporation, pursuant to which MSF would conduct and oversee a Motorcycle Safety Program for PennDot. Mr. Halstead contends that his name, personal qualifications and resume were used by MSF as part of the bid which MSF submitted to obtain the PennDot contract. Specifically, MSF's bid represented that Mr. Halstead's qualifications would be the minimum qualification for the position of State Coordinator and that the position of State Coordinator would be offered to Mr. Halstead first and only offered to another candidate if plaintiff refused to accept the job offer.

According to the Amended Complaint, despite these representations, MSF did not offer him the position of State Coordinator for the Motorcycle Safety Program. Plaintiff alleges that he was not offered the coordinator position because of an interview which he gave to a publication known as the Citizen's Voice on August 13, 1998 and because he informed Defendants that MSF's Proposal Project Director, Roberta Carlson, the former State Coordinator for the Pennsylvania Motorcycle Safety Program when it was being overseen by Millersville University, was inappropriately using insider information gathered while she was a Millersville employee for the benefit of MSF.

Based upon these factual allegations, Plaintiff instituted this suit seeking damages for breach of contract, invasion of privacy, defamation, tortious interference with third party and prospective contractual relations, punitive damages and for violations of his civil rights under 42 U.S.C. § 1983 and the Pennsylvania Whistleblower Law, 43 P.S. 1421, et. seq. Through this motion, MSF seeks to dismiss Counts I (breach of contract), IV (Section 1983), XI (Whistleblower Law) and XII (punitive damages) of the Amended Complaint with prejudice.

Standards Governing Motions to Dismiss

The rules governing the pleading of cases in the district courts are clear. Under Fed.R.Civ.P.8(a),

"A pleading which sets forth a claim for relief, whether an original claim, counterclaim, cross-claim, or third-party claim, shall contain (1) a short and plain statement of the grounds upon which the court's jurisdiction depends, unless the court already has jurisdiction and the claim needs no new grounds of jurisdiction to support it, (2) a short and plain statement of the claim showing that the pleader is entitled to relief, and (3) a demand for judgment for the relief the pleader seeks. Relief in the alternative or of several different types may be demanded."

It is equally clear that the issue of the sufficiency of a pleading may be raised by the filing of a motion to dismiss for failure to state a claim upon which relief can be granted pursuant to Fed.R.Civ.P. 12(b)(6) or through a motion for a more definite statement under Rule 12(e). In resolving a Rule 12(b)(6) motion, the court primarily considers the allegations in the complaint, although matters of public record, orders, items appearing in the record of the case and exhibits attached to the complaint may also be taken into account. Chester County Intermediate Unit v. Pennsylvania Blue Shield, 896 F.2d 808, 812 (3rd Cir.1990). In so doing, the court must accept as true the facts alleged in the complaint, together with all reasonable inferences that can be drawn therefrom and construe them in the light most favorable to the plaintiff. Markowitz v. Northeast Land Co., 906 F.2d 100, 103 (3rd Cir.1990); Hough/Loew Associates, Inc. v. CLX Realty Co., 760 F.Supp. 1141 (E.D.Pa.1991). The court's inquiry is directed to whether the allegations constitute a statement of a claim under Rule 8(a) and whether the plaintiff has a right to any relief based upon the facts pled. Dismissal under Rule 12(b)(6) for failure to state a claim is therefore limited to those instances where it is certain that no relief could be granted under any set of facts that could be proved. Ransom v. Marrazzo, 848 F.2d 398, 401 (3rd Cir.1988); Angelastro v. Prudential-Bache Securities, Inc., 764 F.2d 939, 944 (3rd Cir.1985), cert. denied, 474 U.S. 935, 106 S.Ct. 267, 88 L.Ed.2d 274 (1985).

Discussion

A. Plaintiff's Claim for Breach of Contract.

The Motorcycle Safety Foundation first argues that Plaintiff has failed to state a claim against it for breach of contract since it did not have an express contract with Plaintiff, an implied contract cannot be established as a matter of law and the plaintiff is not a third-party beneficiary of the agreement between MSF and Penn-Dot.

It is hornbook law that to make out a cause of action for breach of contract, the plaintiff must plead and prove (1) the existence of a contract to which the plaintiff and defendant were parties; (2) the essential terms of the contract; (3) a breach of the duty imposed by the contract and (4) that damages resulted from the breach. Electron Energy Corp. v. Short, 408 Pa.Super. 563, 597 A.2d 175 (1991) aff'd, 533 Pa. 66, 618 A.2d 395 (1993); General State Authority v. Coleman Cable & Wire Co., 27 Pa.Cmwlth. 385, 365 A.2d 1347 (1976). To be sure, an express contract is formed when the terms of an agreement are declared by the parties. Department of Environmental Resources v. Winn, 142 Pa.Cmwlth. 375, 597 A.2d 281, 284, n. 3 (1991), citing, Central Storage & Transfer Co. v. Kaplan, 37 Pa. Cmwlth. 105, 389 A.2d 711 (1978), aff'd, 487 Pa. 485, 410 A.2d 292 (1979).

Where no such clear declaration exists, however, a contract may be implied — either in fact or in law. A contract implied in fact is an actual contract which arises when parties agree upon the obligation to be incurred, but their intention is not expressed in words and is, instead, inferred from their actions in light of the surrounding circumstances. Id. A contract implied in law, or quasi-contract, is a duty imposed by law upon a person who has obtained property or services under circumstances where reason, common sense and justice dictate that payment should be made therefor. Garofolo v. Commonwealth, Department of Revenue, 167 Pa.Cmwlth. 672, 648 A.2d 1329, 1334 (1994).

Unlike true contracts, quasi-contracts are not based on the apparent intention of the parties to undertake the performances in question, nor are they promises; they are obligations created by law for reasons of justice. Schott v. Westinghouse Electric Corporation, 436 Pa. 279, 259 A.2d 443 (1969). Quasi-contracts may be found in the absence of any expression of assent by the party to be charged and may indeed be found in spite of the party's contrary intention. Id. In essence then, quasi-contract is a cause of action designed to cure unjust enrichment; to recover, a claimant must show that the party against whom recovery is sought either wrongfully secured or passively received a benefit that would be unconscionable for the party to retain without compensating the provider. Allied Fire & Safety Equipment Co. v. Dick, 886 F.Supp. 491, 495 (E.D.Pa. 1995), citing Hershey Foods Corp. v. Ralph Chapek, Inc., 828 F.2d 989, 999 (3rd Cir.1987) and Torchia v. Torchia, 346 Pa.Super. 229, 499 A.2d 581 (1985). Although plaintiffs are free to pursue the alternative theories of recovery of breach of contract and unjust enrichment, the finding of a valid contract prevents a party from recovering for unjust enrichment as the measure of damages is limited to that which is provided for in the contract itself. U.S. v. Kensington Hospital, 760 F.Supp. 1120, 1135 (E.D.Pa.1991). See Also: Matter of Penn Central Transportation Co., 831 F.2d 1221, 1230 (3rd Cir.1987).

Applying these principles to the plaintiff's amended complaint, we can reach no other conclusion but that it fails to state a cause of action for breach of contract or quasi-contract/unjust enrichment. Indeed, the contract attached to Plaintiff's pleading and upon which he relies was between the Motorcycle Safety Foundation and PennDot. Mr. Halstead was not a party to that contract and thus he cannot state a cause of action for its breach.

Likewise, there is nothing in either the amended complaint or in the written contract which suggests that the plaintiff himself agreed to or did perform any services or undertake any obligations to either the MSF or PennDot in exchange for which they could be found to have unjustly reaped a benefit as a consequence of plaintiff's actions on their behalf. Rather, what appears from the proposal submitted by MSF to PennDot is that MSF at most used the plaintiff's name without his authorization and apparently misrepresented that it would be offering the job of State Coordinator to him. While this may have been a misappropriation of Mr. Halstead's name, we cannot find that unauthorized use of one's name equates to the conferring of a benefit by that individual upon the misappropriating entity. Plaintiff's claim for unjust enrichment therefore fails.

We likewise cannot find that Plaintiff has pled a claim upon which relief may be granted under the theory that he was a third-party beneficiary of the MSF/PennDot contract. This is because it has long been the law in Pennsylvania that, for a third party beneficiary to have standing to recover on a contract, both contracting partie...