McKenzie v. Comcast Cable Communications, Inc.

• Decision Date: 21 July 2005
• Docket Number: No. RWT 03-CV-2993.,RWT 03-CV-2993.
• Citation: 393 F.Supp.2d 362
• Parties: Carol McKENZIE, Plaintiff v. COMCAST CABLE COMMUNICATIONS, INC., Defendant.
• Court: U.S. District Court — District of Maryland

393 F.Supp.2d 362

Carol McKENZIE, Plaintiff v. COMCAST CABLE COMMUNICATIONS, INC., Defendant.

No. RWT 03-CV-2993.

United States District Court, D. Maryland.

July 21, 2005.

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Eric A. Eisen, Eisen Law Offices, Bethesda, MD, Robert W. Bishop, Bishop and Associates PSC, Louisville, KY, for Plaintiff.

Ari Jason Kodeck, A. J. Kodeck Chartered, Baltimore, MD, Robert Patrick Foster, Robyn Wilensky Farmer, Fisher and Phillips LLP, Atlanta, GA, for Defendant.

MEMORANDUM OPINION

TITUS, District Judge.

In February 2000, Defendant Comcast Cable Communications, Inc. ("Comcast") hired Plaintiff's husband, Douglas McKenzie ("Mr.McKenzie"), to manage Comcast's Prince George's County operations. At the time that Comcast was courting Mr. McKenzie, he resided with his wife in Louisville, Kentucky and had recently accepted a job with AT & T in Ft. Lauderdale, Florida. During the negotiations between Comcast and Mr. McKenzie, Jaye Gamble ("Gamble"), the Regional Vice President of Comcast Cable, learned that the Plaintiff produced and hosted a talk show in Louisville. Gamble then volunteered that Comcast would "give her a show up here." That "promise" allegedly played a role in Mr. McKenzie's decision to resign the job that he had recently accepted in Ft. Lauderdale and instead accept the job with Comcast in Maryland. Comcast never hired Mrs. McKenzie to produce a television show.

In this suit, Mrs. McKenzie argues that Comcast's failure to hire her to produce a show constitutes a breach of contract, fraud, and/or a violation of Title VII and § 1981. Mrs. McKenzie also brings a claim for intentional infliction of emotional distress (IIED). Her Complaint lists seven causes of action. Counts One, Three, and Seven state claims for racial discrimination: both retaliation under 42 U.S.C.2000e-3 and the Maryland Fair Employment Act, as well as racial discrimination under Title VII, § 1981, and the Maryland Fair Employment Act. Counts Two and Four state claims for breach of contract under a verbal contract theory and under a theory of promissory estoppel. Count Five states a claim under a theory of fraud, and Count Six states a claim under the tort of IIED.

BACKGROUND

Mrs. McKenzie alleges that Comcast offered to give her a television show as a means of convincing her husband to accept Comcast's job offer. Mr. McKenzie, in his deposition, explained that immediately after he told Gamble that his wife was an award-winning TV show host and producer, Gamble volunteered that Comcast would "give her her own show." P's Ex. 4 (Mr. McKenzie Dep. at 20). As a result of the unsolicited comment from Gamble, Mr. McKenzie listed a TV show for his wife as one of his demands from Comcast. Id. Gamble discussed Mrs. McKenzie's show with Mr. McKenzie three times over the negotiations period. D's Ex. 3 (Mr. McKenzie Dep. at 21-24).

Following the discussions between Gamble and Mr. McKenzie, Comcast faxed an employment letter to Mr. McKenzie outlining Comcast's offer. See P's Ex. 9. The letter listed various aspects of Mr. McKenzie's compensation package, but did not include any information regarding Plaintiff's TV show. The letter did state, however, that "[t]here may be some minor items not covered here, but essentially this is the core and substance of our offer." Id. Mr. McKenzie, in his deposition, explained that when he did not see his wife's show on the list he inquired about it to Gamble, who replied "don't worry about it. It will be addressed when she relocates to Maryland and gets settled." P's Ex. 10 (Mr. McKenzie Dep. at 29). Mr. McKenzie also explained that when Gamble made this statement, he also made a reference to the part of the letter stating that there are some minor items not covered, suggesting that Mrs. McKenzie's show was one of those minor items. Id. Mr. McKenzie, placated by these assurances and pleased with Comcast's offer, accepted the position in Maryland, relocating his family.

Both Mr. and Mrs. McKenzie recall that numerous agents of Comcast made statements regarding Mrs. McKenzie's television show throughout the approximately two years following the commencement of Mr. McKenzie's period of employment. See Compl. ¶ 12-16. Mrs. McKenzie submits these statements as further evidence of the reasonableness of her belief that Comcast was going to deliver on its agent's prior statements. For example, Mrs. McKenzie testified that Mr. Stephen Burch ("Burch"), President of the Atlantic Division of Comcast, suggested at a Comcast event at the Baltimore Symphony Orchestra that the two of them should "get together" to discuss her show. P's Ex. 12 (Mrs. McKenzie Dep. at 80-82). Mr. McKenzie also testified that, later in 2001, Burch wanted to sit down with Mrs. McKenzie to discuss her show. P's Ex. 17 & 18 (Mr. McKenzie Dep. at 61-62). On other isolated occasions, Mrs. McKenzie contends that Burch and other agents of Comcast made similar statements (e.g. "ready to get your show moving?", "lets sit down to talk about your show"). Comcast counters that 1) no written contract was ever consummated between Mrs. McKenzie and Comcast, 2) the oral communications did not rise to a contract because no agreement was made on significant terms, and 3) Mrs. McKenzie's belief that she was going to be hired to produce a television show was not reasonable because Comcast never responded to written letters inquiring about her show.

Effective January 1, 2002, Comcast terminated Mr. McKenzie. Part of his severance package was an agreement to release Comcast from any contractual or other obligations. See D's Ex. 8 (Excerpt from Separation Agreement and General Release). From this point forward, Mrs. McKenzie acknowledges that there were no other statements made by agents of Comcast concerning the production of a television show. In fact, Burch simply ignored Mrs. McKenzie's letters and phone calls over the next few months. After a short period of time, Mrs. McKenzie realized that Comcast was not going to hire her company to produce and host a television show.

Mrs. McKenzie concedes that no formal writing consummated the deal between herself and Comcast. However, she nevertheless contends that the verbal assertions made by Burch, Gamble, and other agents of Comcast formed a contract and gave rise to a claims under theories of promissory estoppel, fraud, and IIED. Additionally, Mrs. McKenzie contends that Comcast's decision not to hire her was racially motivated and/or was in retaliation for her husband's decision to engage in protected activity.

DISCUSSION

At the close of discovery, Comcast moved for Summary Judgment. Pursuant to Federal Rule of Civil Procedure 56, "summary judgment is proper `if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.'" Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). "A material fact is one that `might affect the outcome of the suit under the governing law.'" Spriggs v. Diamond Auto Glass, 242 F.3d 179, 183 (4th Cir.2001) (quoting Anderson v. Liberty Lobby, 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). If various inferences can be drawn from certain facts, the court is obligated to resolve those inferences in favor of the non-moving party. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587-88, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). Each of Mrs. McKenzie's claims must be judged under this familiar standard.

Breach of Contract Claim

Comcast's primary argument that there was no contract between the parties, and thus no cause of action for breach of contract, is based on the omission of any "essential terms" in the alleged agreement between Mrs. McKenzie and Comcast. Specifically, Comcast points out that the parties never agreed on any of the following integral aspects of the agreement: (1) when Mrs. McKenzie's show would start; (2) how long the show would run; (3) who would pay for the staffing and production costs; (4) what rating the show needed in order to continue; (5) what rights Comcast would have to cancel the show; (6) where the show would be produced; (7) what would happen if the show were rerun or put into syndication; (8) what sort of legal relationship would exist between the parties; or (9) how/what she would be paid. D's Mot. at 12-13. Because these terms were not settled, and were, at most, in the negotiations phase, Comcast argues that a contract did not exist under Maryland law. See e.g., Phoenix Mutual Life Ins. Co. v. Shady Grove Plaza Ltd. P'Ship, 734 F.Supp. 1181 (D.Md.1990).

A long line of Maryland cases hold that "the hallmarks of a binding contract are `an offer by one party and an unconditional acceptance of that precise offer by the other.'" Estrin v. Natural Answers, Inc., 103 Fed.Appx. 702, 704 (4th Cir.2004) (citing Lemlich v. Bd. of Trs., 282 Md. 495, 385 A.2d 1185, 1189 (1978)). It is black-letter law that the unconditional acceptance of a precise offer cannot occur if "[s]ignificant terms remain to be negotiated." Estrin, 103 Fed.Appx. at 704. In Estrin, the Fourth Circuit did not find a contract to be in existence because there was no "agreement as to the essential terms of the deal[.]" Id. Other Fourth Circuit and Maryland cases expound the same principle: significant terms must be settled before a court will deem a contract to exist. See ABT Associates, Inc. v. JHPIEGO Corp, 9 Fed.Appx. 172, 174 (4th Cir.2001) ("To establish that a binding contract was made, a plaintiff must adduce evidence ... of a meeting of the minds as to the essential terms of the contract." (citations omitted)); First Nat'l Bank of Md. v. Burton, Parsons & Co., 57 Md.App. 437, 470 A.2d 822, 828 (1984) ("Where an essential element of a contract...