Kia v. Imaging Sciences Intern., Inc.

• Decision Date: 20 August 2010
• Docket Number: Civil Action No. 08-5611
• Citation: 735 F.Supp.2d 256
• Parties: Omid E. KIA v. IMAGING SCIENCES INTERNATIONAL, INC., et al.
• Court: U.S. District Court — Eastern District of Pennsylvania

735 F.Supp.2d 256

Omid E. KIA
v.
IMAGING SCIENCES INTERNATIONAL, INC., et al.

Civil Action No. 08-5611.

United States District Court,
E.D. Pennsylvania.

Aug. 20, 2010.

735 F.Supp.2d 261

Mark B. Angres, Neil F. Greenblum, Greenblum & Bernstein PLC, Reston, VA, Rudolph Garcia, Buchanan Ingersoll Rooney, P.C., Philadelphia, PA, for Plaintiff.

David J. Antczak, Cory P. Taylor, John Chesney, Drinker Biddle & Reath LLP, Philadelphia, PA, for Defendant.

MEMORANDUM

BARTLE, Chief Judge.

Plaintiff Omid Kia ("Kia") in this diversity action asserts a variety of state law claims against his former employer, Imaging Sciences International, Inc. ("ISI"), and ISI's former owners, Edward Marandola ("Marandola"), Arun Singh ("Singh"), Alan Keim ("Keim"), Henry Tancredi, and John Tancredi.

Before the court is the motion of defendants for summary judgment under Rule 56 of the Federal Rules of Civil Procedure on all counts in Kia's First Amended Complaint (the "Amended Complaint").

I.

We grant summary judgment "if the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). "A motion for summary judgment will not be defeated by 'the mere existence' of some disputed facts, but will be denied when there is a genuine issue of material fact." Am. Eagle Outfitters v. Lyle & Scott Ltd., 584 F.3d 575, 581 (3d Cir.2009) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). A fact is "material" when it "might affect the outcome of the suit under the governing law." Anderson, 477 U.S. at 248, 106 S.Ct. 2505.

To decide if a dispute regarding a material fact is "genuine," we ask whether any reasonable jury could return a verdict in favor of the non-moving party. Id. at 248-49, 106 S.Ct. 2505. In making this determination, we view the evidence in the light most favorable to, and draw all reasonable inferences in favor of, the non-moving party. Am. Eagle Outfitters, 584 F.3d at 581. The non-moving party bears a burden to "provide admissible evidence containing specific facts showing that there is a genuine issue for trial." Pa. Prot. & Advocacy, Inc. v. Pa. Dep't of Pub. Welfare, 402 F.3d 374, 379 (3d Cir.2005) (internal quotation marks omitted); see also Fed. R. Civ. P. 56(e). If the nonmoving party establishes that "there is a disagreement about the facts or the proper inferences to be drawn from them," a trial becomes necessary "to resolve the conflicting versions of the parties." Peterson v. Lehigh Valley Dist. Council, 676 F.2d 81, 84 (3d Cir.1982).

II.

Kia filed this action on December 2, 2008 and amended his complaint on January 22, 2009.¹ Although the Amended Complaint originally contained fifteen counts, Kia has since decided not to pursue the following: Count II (breach of oral contract against the individual defendants); Count III (fraudulent inducement of oral contract against all defendants); Count IV (breach of written contract against ISI); Count V (fraudulent inducement of written contract against all defendants); Count VI (negligent misrepresentation against Marandola); Count IX (promissory estoppel)

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as to Singh, Keim, and John Tancredi ²; Count X (tortious interference with contract) as to Marandola; Count XIV (defamation) as to Marandola; and Count XV (misappropriation of trade secrets against ISI).

The remaining claims are as follows: Count I against ISI for breach of oral contract; Count VII against all defendants for a declaratory judgment that the Confidential Information and Invention Assignment Agreement signed by Kia is invalid and unenforceable; Count VIII against ISI for promissory estoppel; Count IX against defendants Marandola and Henry Tancredi for promissory estoppel; Count X against Singh for tortuous interference with contract; Count XI against all defendants for fraudulent conveyance; Count XII against Marandola, Singh, Keim, Henry Tancredi, and John Tancredi for unjust enrichment; Count XIII against Marandola, Singh, Keim, Henry Tancredi, and John Tancredi for conversion; and Count XIV against Singh for defamation.

III.

A summary of the facts relevant to the instant motion, taken in the light most favorable to Kia, are as follows.

ISI, a Delaware corporation, was founded in 1992 by defendants Singh, Henry Tancredi, and John Tancredi for the purposes of designing, manufacturing, and selling high-end dental imaging systems. Marandola joined ISI as a co-owner in the fall of 1992, followed by Keim, who joined as a co-owner in 1995. All of the outstanding voting shares of ISI were divided equally among the five individual defendants, with each owner holding a 20% interest.

In 2003, ISI developed a 3-D, digital, imaging machine known as the I-CAT, which the company expected would be highly successful. The I-CAT was capable of creating a three-dimensional, digital image of a patient's jaw. This image was produced using special "reconstruction" software which ISI licensed from Xoran Technologies.

In December 2003, ISI expressed interest in hiring Kia, an electrical engineer with experience in digital imaging technology, to work on the I-CAT software. In his second interview, Kia was offered a salary of $85,000, which he rejected as too low. Kia later appeared for a third interview, at which only he and Marandola were present. During this third interview, Marandola offered to Kia a yearly salary of $108,000. According to Kia, this new offer prompted the following exchange between Kia and Marandola:

I said that that's still very low, that that might-a going rate in a place like this would be around $125,000. And 108 is way too low.

To which I believe he said, If we can start on this, and we don't have a product yet, we don't have a large revenue stream, is that as things pick up, yours-your salary, your-your compensation would improve as such.

To which I said, Okay, well, we can make $108,000 work, given that you guarantee that I would be taken care of

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as the company moves forward, starts making the extra salary.

To which he said, What do you-What do you mean exactly?

To which I described, Well, other companies utilize different tactics, like golden parachutes, golden handcuffs, to take care of their key people. And I'm asking something in that-in that sense to make sure that I'm taken care of once the value of the company goes up, the company starts making money.

And he-he said that, Well, I don't exactly know what-what you mean by golden parachutes, by golden handcuffs, but be assured of one thing; that you would be one of the senior management team, you would be one of us, and that the value that you bring to the company will be measured in terms of the success of the company, and that you would be compensated in par with respect to the rest of us, meaning the owners.

Kia Dep. 425:3-426:9, Feb. 16, 2010. Kia asserts that the above exchange constitutes an oral agreement between Kia and ISI pursuant to which Kia is entitled to a one-sixth interest in any increased value of ISI. While defendants deny the substance of the exchange as described by Kia and refute his claim that an oral contract exists, the parties do agree that none of the terms of the alleged oral agreement was ever reduced to writing.

Kia accepted ISI's offer of employment and began work as a "Chief Scientist" on January 2, 2004. Kia states that he worked to develop and improve software used in the I-CAT machine, and facilitated the launch of a successor device, known as the I-CAT Platinum.

While at ISI, Kia reported directly to defendant Singh. The relationship between Kia and Singh was contentious, to say the least. They frequently disagreed about the decisions Kia made with respect to his work and his interactions with third parties. Sometime in 2006, Singh drafted a performance review of Kia in which he specifically criticized Kia's performance on a project known as "DICOM," his failure timely to submit certain patent applications, his failure to meet deadlines for filing grant applications with the National Institute of Health, and his failure to manage properly engineers working at an office in Delhi, India. Singh also stated that Kia "[b]ecomes dysfunctional and disorganized in any long term task," "lacks tact and constructive communication skills whenever confronted with anything that disagrees with his point of view" and "has used disparaging and confrontational language."

As early as 2005, outside companies expressed interest in purchasing ISI, and in late 2005 or early 2006, Kia learned that ISI had found a number of potential suitors. It was around that time that the individual defendants began negotiations to sell ISI to a company known as Danaher Corporation ("Danaher"). In order to facilitate the sale, ISI required Kia, along with all of its other employees, to sign a Confidential Information and Invention Assignment Agreement ("IAA") which, among other things, assigned to ISI any rights that he may have had to intellectual property developed in connection with his employment at ISI. Kia was also required to identify any inventions developed prior to his employment at ISI, as such inventions were excluded from the agreement.

Kia was initially reluctant to sign the IAA, because he had concerns regarding some of its terms and believed the agreement to be a "one-sided" deal. However, after negotiating with ISI's legal counsel, Cheryl Slipski ("Slipski"), and apparently receiving assurances from Henry Tancredi that he would be "taken care of," Kia signed the IAA. ISI then requested that

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Kia complete and sign a second IAA as his list of prior inventions in the first IAA was overly vague. Kia again negotiated the terms of the agreement with Slipski and eventually signed a modified IAA which, due to the inability of Kia to articulate accurately any prior inventions, simply declared that...