Inman v. Klockner-Pentaplast of America, Inc.

• Decision Date: 28 December 2006
• Docket Number: Civil No. 3:06cv00011.
• Citation: 467 F.Supp.2d 642
• Court: U.S. District Court — Western District of Virginia
• Parties: Dean M. INMAN, Plaintiff, v. KLOCKNER-PENTAPLAST OF AMERICA, INC., and The Klöckner Pentaplast Group, and Klöckner Pentaplast Participations S.A.R.L., Defendants.

467 F.Supp.2d 642

Dean M. INMAN, Plaintiff, v. KLOCKNER-PENTAPLAST OF AMERICA, INC., and The Klöckner Pentaplast Group, and Klöckner Pentaplast Participations S.A.R.L., Defendants.

Civil No. 3:06cv00011.

United States District Court, W.D. Virginia, Charlottesville Division.

December 28, 2006.

Robert Scott Oswald, Adam Augustine Carter, Law Offices of Employment Law Group, PLLC, Washington, DC, for Plaintiff.

Melvin Earl Gibson, Jr., Patricia D. McGraw, Thomas Eugene Albro, Tremblay & Smith, Charlottesville, VA, for Defendants.

MEMORANDUM OPINION

MOON, District Judge.

This matter is before the Court on a motion to dismiss filed by Defendants Klöckner Pentaplast of America, Inc. and Klöckner Pentaplast Participations S.A.R.L. on June 5, 2006 (docket entry no. 18). For the following reasons, Defendants' Motion to Dismiss will be GRANTED in an order to follow, but Plaintiff will be given leave to amend his second amended complaint with respect to his ERISA claim only.

I. BACKGROUND

A. Factual background

This action arises as a result of Defendant Klöckner Pentaplast of America, Inc. ("KPA") terminating the employment of Plaintiff Dean Inman ("Plaintiff'). The allegations as set forth in the second amended complaint are as follows.

KPA hired Plaintiff in 1988 when Plaintiff was 41 years old. Plaintiffs employment was not subject to a formal, express contract until December 1997. Under the terms of the express contract, each party was required to give either six or twelve months' notice of his intent to terminate the contract. The contract stated that Plaintiffs employment would terminate when Plaintiff turned 65 years old.

KPA is part of a group known colloquially as "Klöckner Pentaplast Group" ("KPG").¹ In early 2002, third-party financial investors purchased KPG with the expectation of selling it four to five years later at a profit. Also in early 2002, and as part of an employee incentive program, KPG established Klöckner Pentaplast Participations S.A.R.L. ("KPP") as a holding company in which KPG managers were selectively invited to invest. The hope was that the investors, as KPG managers, would have an incentive to increase the value of KPG before the third-party investors sold it.

Plaintiff purchased $32,700 worth of KPP stock in February 2003. At the time he bought the stock, KPA provided him with a stock overview or model that estimated that the value of the stock he purchased would be worth between $1 million and $1.5 million by 2006 or 2007, the estimated year that KPG would be sold. Plaintiff considered his stock ownership to be a "suitable compensation alternative" to his salary, which he felt was below average. (See Second Am. Compl. ¶ 24)

KPA subsequently hired outside consultants to assist it in improving KPA's image and in improving KPA's efficiency in order to make it more attractive to potential buyers. Plaintiff alleges that during a meeting with one of these consultants and with Plaintiffs supervisor, Mike Tubridy ("Tubridy"), Tubridy told Plaintiff that the latter had little potential for advancement within the company compared to the potential of younger engineers. Plaintiff was also allegedly told that KPA wanted to develop "new talent" instead of "enhancing and optimizing" the skills of older workers. Additionally, Plaintiff alleges, KPA's director of human resources told Plaintiff that he was "getting up there in years."

In preparation for the sale of KPA, Plaintiff developed a business plan that he presented to several superiors, including Tubridy. Tubridy allegedly told Plaintiff that the plan was something he would expect from Plaintiff "as a part of the old group" and the conversation turned to ideas from "new people."

Plaintiff, who had been the vice president of technology for KPA since approximately 1996, was fired on December 15, 2005. Plaintiff claims he had never received any formal indication that his job was in jeopardy; in fact, Plaintiff claims he was never placed on probation, had never been disciplined, and had never been warned of a deficiency in work performance. Tubridy allegedly told Plaintiff that the latter did not fit the profile of a technical leader in a company that was up for sale. According to Plaintiff, Tubridy said that KPA needed someone in Plaintiffs position "who would depict a more energetic person" in keeping with KPA's desire to appear to be a revitalized company.

Defendants claim that because Plaintiffs employment contract calls for him to sell his stock in KPP to Defendants upon termination,² KPA sent a cheek to Plaintiff at the end of December 2005 for $41,100, evidently representing the value of Plaintiffs stock. Plaintiff has since refused to cash the check because the amount KPA has offered is a fraction of what Plaintiff believes the stock to be worth. KPA sent Plaintiff a letter in late February 2006 demanding that he sell back his shares of KPP stock for the $41,100 lest KPP divest Plaintiff of the stock. This action followed.

B. Procedural background

Plaintiff originally filed suit in this Court in March 2006, but amended his complaint for the first time in April 2006. Defendants KPA and KPP then moved to dismiss under. Rule 12(h)(6). In late June 2006, Plaintiff moved to amend his amended complaint and attached a proposed second amended complaint as part of his memorandum in support of that motion. Magistrate Judge B. Waugh Crigler granted Plaintiffs motion to amend his amended complaint ("Second Amended Complaint") on August 23, 2006, and thereby deemed Defendants' motion, to dismiss and all briefs in support thereof and, opposition thereto amended with respect to Plaintiffs second amended complaint.

In his second amended complaint, Plaintiff seeks recovery under several causes of action: age discrimination under the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. §§ 621-634 (Count I); interference with a benefit plan under the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1140 (Count II); a declaratory judgment that Plaintiff is not required to sell his stock to Defendants, that Defendants acted unlawfully by demanding that Plaintiff sell his stock to them, and that Defendants acted unlawfully by terminating Plaintiffs employment "so as to avoid paying him the' benefits he had earned as an employee" (Count III); breach of contract (Count IV); civil conspiracy under Virginia Code § 18.2-500 (Count V); conversion under Virginia Code 8.3A-420 (Count VI); and unjust enrichment under Virginia common law (Count VII).

Defendants have moved to dismiss Counts II, IV, V, VI, and VII.

II. MOTION TO DISMISS

A. Standard of Review

Defendants argue that Plaintiffs complaint fails to state a claim upon which relief can be granted with respect to five of Plaintiffs claims and therefore moves to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.

"The purpose of a Rule 12(b)(6) motion is to test the sufficiency of a complaint," not to "resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses." Edwards v. City of Goldsboro, 178 F.3d 231, 243-44 (4th Cir. 1999).

In considering a Rule 12(b)(6) motion, a court must accept all allegations in the complaint as true, must draw all reasonable inferences in favor of the plaintiff, and should not dismiss unless the defendant demonstrates "beyond doubt that the plaintiff can prove no set of facts in support of [the plaintiffs] claim" that would allow the plaintiff relief. Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957); see also Edwards, 178 F.3d at 244; Warner v. Buck Creek Nursery, Inc., 149 F.Supp.2d 246, 254-55 (W.D.Va.2001). Stated differently, a "court may dismiss a complaint only if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations." Swierkiewicz v. Sorema N. A., 534 U.S. 506, 514, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002).

Swierkiewicz involved a plaintiff who alleged that the defendant discriminated against him by terminating his employment because of his national origin (in violation of Title VII) and because of his age (in violation of the ADEA). His complaint detailed the events leading to his termination and included relevant dates and the ages and nationalities of other employees. The Supreme Court held that to survive a Rule 12(b)(6) motion to dismiss plaintiffs discrimination claim, the plaintiff was not required to include in his complaint allegations supporting each element of a prima fade case of discrimination under the McDonnell Douglas framework.

The Supreme Court based this holding on several rationales. First, the Court stated that a prima facie case under the McDonnell Douglas framework was an evidentiary standard, not a pleading requirement. See Swierkiewicz, 534 U.S. at 510-511, 122 S.Ct. 992 (stating that requiring greater particularity would "too narrowly constrict the role of the pleadings"). Second, to hold otherwise amounted a "heightened pleading standard" that would conflict with Rule 8(a)(2)'s low requirement that a plaintiff only provide a short and plain statement of the claim showing he is entitled to relief. Id. at 511, 122 S.Ct. 992 (citing Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957), and stating that Rule 8(a)(2) need only give a defendant fair notice of the plaintiffs claim and the grounds on which it rests). Third, employment discrimination claims are not subject to Rule 9(b)'s requirement of greater particularity. Id. at 513, 122 S.Ct. 992.

Fourth, other rules support Rule 8(a)'s "simplified notice pleading standard," including Rule 8(e)(1)'s statement that no technical forms of pleading are required; Rule 8(f)'s statement that all pleadings should be construed to do substantial justice; and Rule 84 in conjunction with Form 9, which indicates the "simplicity and brevity of statement which the rules contemplate." Id. at 513-14 & n. 4, 122 S.Ct. 992. Fi...