Maintenance v. Crowder Constr. Co.
| Decision Date | 18 December 2012 |
| Docket Number | No. COA12–201.,COA12–201. |
| Citation | 742 S.E.2d 535 |
| Court | North Carolina Court of Appeals |
| Parties | AUSTIN MAINTENANCE & CONSTRUCTION, INC., Plaintiff v. CROWDER CONSTRUCTION COMPANY and Steve Lanier, Defendants. |
OPINION TEXT STARTS HERE
Appeal by plaintiff from judgments entered 2 November 2011 by Judge Calvin E. Murphy in Mecklenburg County Superior Court. Heard in the Court of Appeals 14 August 2012.
Moye, O'Brien, O'Rourke, Pickert & Dillon, LLP, by J. Andrew Williams, Stephen W. Pickert, and Peter C. Anderson, Charlotte, for plaintiff-appellant.
Erwin, Bishop, Capitano & Moss, P.A., Charlotte by Joseph W. Moss, Jr., for defendant-appellee Steve Lanier.
Johnston, Allison & Hord, P.A., Charlotte, by Michael L. Wilson and Kerry L. Traynum, for defendant-appellee Crowder Construction Company.
Plaintiff Austin Maintenance & Construction, Inc., appeals from orders granting summary judgment in favor of Defendants Steve Lanier and Crowder Construction Company with respect to Plaintiff's breach of fiduciary duty claim, which had been asserted solely against Mr. Lanier; Plaintiff's claims for tortious interference with contract, unfair or deceptive trade practices, and civil conspiracy, which had been asserted against both Defendants; and Plaintiff's request for injunctive relief. On appeal, Plaintiff argues that the trial court erred by granting summary judgment in favor of Defendants on the grounds that the record reveals the existence of genuine issues of material fact concerning whether Mr. Lanier breached a fiduciary duty that he owed Plaintiff and whether Defendants tortiously interfered with a contract between Plaintiff and The Timken Company, engaged in unfair or deceptive trade practices, and participated in a civil conspiracy, and on the grounds that Plaintiff was entitled to injunctive relief. After careful consideration of Plaintiff's challenges to the trial court's orders in light of the record and the applicable law, we conclude that the trial court's orders should be affirmed.
Timken operates a “tapered roller bearing” manufacturing plant in Randleman, a town near Asheboro. Timken personnel refer to this facility as the Asheboro plant. Between 2006 and 2010, Sanders Brothers Inc. provided construction-related maintenance services at Timken's Asheboro plant and several other Timken plants pursuant to a Master Service Agreement (MSA). The MSA set out the general terms and conditions which would apply to specific contracts into which Timken and Sanders might enter in the future. The MSA did not provide for the provision of specific services or obligate either party to enter into specific contracts; instead, the MSA provided that Timken would execute Purchase Orders memorializing any future contracts between the parties.
In 2010, Sanders experienced serious financial difficulties. At that point, Rick Flickinger, the manager of Timken's Asheboro plant, investigated the possibility of procuring construction-related maintenance services from a different company. In the course of that process, Crowder, which competes with Plaintiff in the construction maintenance business, made Mr. Flickinger's “short list.” However, after Sanders Brothers assigned its rights under the MSA to Plaintiff effective on 9 June 2010, Plaintiff assumed responsibility for providing construction-related maintenance services at Timken's Asheboro plant instead.
At the time that Plaintiff began providing construction maintenance services at the Asheboro plant, Mr. Lanier had been employed at that facility for twelve years, with the last six years of that period having been spent as a Sanders Brothers employee. Mr. Lanier supervised a crew consisting of three other men who had also worked at the plant for at least five years—James Moore, Willard McDaniel, and Earl Turner.1 The crew performed various tasks at the direction of Mr. Flickinger, including welding, metal fabrication, wiring, repairing the water pipes and coolant system, pipe fitting, and performing other machine repairs. In addition, Timken had a “tendency to rearrange machines” in the Asheboro plant, so Mr. Lanier's crew was involved in implementing these “machine moves” as well. The machines were very large; moving them required a complex series of procedures including the performance of some construction-related work.
After Plaintiff purchased Sanders Brothers' rights under the MSA, it hired Mr. Lanier and the other members of the crew as hourly, at-will employees. Mr. Lanier continued to serve as crew foreman after coming into Plaintiff's employment; his immediate supervisor was Jack Richardson, one of Plaintiff's General Managers. As crew superintendent and Plaintiff's highest ranking employee at the Asheboro plant, Plaintiff had additional responsibilities over and above those assigned to the other crew members. Among other things, Mr. Lanier supervised the crew, coordinated their work on specific projects, and had the right to select crew members and request pay raises. Mr. Lanier also had certain record-keeping responsibilities, including documenting compliance with safety regulations, overseeing weekly employee time sheets, and preparing documents that Plaintiff used to generate invoices and prepare other reports. Finally, Mr. Lanier functioned as the primary source of communication between his crew and the individuals directly responsible for operating Timken's Asheboro plant and Plaintiff. Mr. Lanier did not work from an office; instead, he performed his supervisory tasks while working with the rest of the crew on construction-related maintenance projects. Neither Mr. Lanier nor any other member of the crew was asked to sign a non-competition agreement, a non-solicitation agreement, or a confidentiality agreement.
Within a month after becoming employed by Plaintiff, the members of the crew became dissatisfied with the manner in which Plaintiff handled certain administrative issues, the amount of paperwork that Plaintiff required, and the manner in which Plaintiff responded to their concerns. As a result, all four crew members began looking for other employment during the summer of 2010.
On 14 July 2010, James Moore called Brian Gossett, a Crowder employee with whom James Moore had worked when both were employed by Sanders Brothers at the Asheboro plant. At that time, James Moore, who wanted to “get away from [Plaintiff],” asked Mr. Gossett if he might obtain employment at Crowder. After Mr. Gossett indicated that Crowder was always looking for good workers, James Moore gave him Mr. Lanier's phone number. Mr. Gossett, in turn, agreed to provide Mr. Lanier's phone numberto Tracy Moore, who held a management position with Crowder.
On the following day, Tracy Moore called Mr. Lanier. At that time, Mr. Lanier and Tracy Moore discussed the possibility that Mr. Lanier's entire crew would begin working for Crowder. During that conversation, Mr. Lanier asked Tracy Moore to send him information concerning the salary and benefit package that Crowder would be in a position to offer to members of the crew.
Mr. Lanier also talked to Mr. Flickinger about the possible change. Among other things, Mr. Lanier told Mr. Flickinger that he did not want to continue working for Plaintiff and that the crew complained about Plaintiff “several times a week.” After speaking with his supervisors, Mr. Flickinger informed Mr. Lanier that, instead of being contractually obligated to work with Plaintiff, Timken was free to procure specific construction-related maintenance services from Crowder rather than Plaintiff. In addition, Mr. Flickinger told Mr. Lanier that he would like the crew to stay at the Asheboro plant regardless of whether they were employed by Plaintiff, Crowder, or some other company. After receiving this information, Crowder provided salary and benefits information to Mr. Lanier, submitted a proposal under which Crowder would perform work at Timken's Asheboro plant to Mr. Flickinger, and completed the documentation required for Crowder to become qualified to provide construction-related maintenance services at the Asheboro plant.
Between July and October of 2010, the crew had frequent discussions concerning their dissatisfaction with Plaintiff and the possibility that they might begin working for Crowder instead. On 23 August 2010, Mr. Richardson received an email from Caleb Rice, one of Plaintiff's safety managers, in which Mr. Rice stated that:
I just wanted to send you guys a note reflecting on my visit with Steve Lanier at Timken Asheboro last week.... I would regret not letting you know the concerns that Steve has voiced to me, and knowing Steve as a very honest and straightforward person, these are not idle threats.... Steve is looking at other contactors to work for in the Timken Asheboro plant, and right now the only thing stalling the change is which company will offer the best pay and benefits. First of all, Steve says that he does not want to change companies, he feels that they have been through enough without having to go through another change, but the crew up there will not continue working with all of these issues. The following are some of the issues that he has had over the last two months.....
On the following day, Mr. Richardson traveled to the Asheboro plant and met with Mr. Lanier, Mr. Flickinger, and the other members of the crew for the purpose of discussing issues that were of concern to the crew. However, the crew continued to be dissatisfied with their status as employees of Plaintiff.
On 27 September 2010, the members of the crew met with Tracy Moore to discuss working for Crowder. Although the benefits offered by Crowder were not as favorable as those already provided by Plaintiff, the entire crew decided to quit working for Plaintiff and to go to work for Crowder. As a result, on 7 October 2010, the crew traveled to Crowder's Spartanburg, South Carolina, office, where they completed job applications and were hired to work for...
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