Ruffing v. 84 Lumber Co.

• Decision Date: 13 January 1992
• Citation: 600 A.2d 545,410 Pa.Super. 459
• Parties: William G. RUFFING v. 84 LUMBER COMPANY, Appellant.
• Court: Pennsylvania Superior Court

Page 545

600 A.2d 545

410 Pa.Super. 459

William G. RUFFING v. 84 LUMBER COMPANY, Appellant.

Superior Court of Pennsylvania.

Argued July 30, 1991.

Filed Oct. 31, 1991.

Reargument Denied Jan. 13, 1992.

Larry K. Elliott, Pittsburgh, for appellant.

James F. Donohue, Butler, for appellee.

Before McEWEN, OLSZEWSKI and CERCONE, JJ.

CERCONE, Judge:

Although originally presented as an appeal from an order denying post trial relief, this is actually an appeal from the judgment entered following a jury verdict in favor of plaintiff/appellee, William Ruffing and against defendant/appellant 84 Lumber Company. For the reasons that follow, we affirm.

The events underlying the instant appeal began when, in the context of accepting a job as outside sales contractor with 84 Lumber, appellee signed two documents purporting to be "terms of compensation" or employment contracts. Appellee alleged at trial that he signed the first document in conjunction with his hiring by Regional Sales Contractor Manager, Ed Gold. He also alleged that he later signed the second document because 84 Lumber's Area Manager, Terry Tharnish, made representations it was identical to the first document and was needed to fill a gap in the files. Although the first document contained no covenant not to compete, the second document did contain such a clause. ¹

Appellee worked only a few weeks for appellant 84 Lumber before seeking employment with a competitor. Appellant wrote to the competitor informing them of the non-competition clause and threatening to obtain an injunction to prevent them from employing appellee. As a result, the competitor did not hire Mr. Ruffing. Although appellee requested 84 Lumber to withdraw its letter to the competitor, appellant refused to do so. Appellee subsequently initiated suit against appellant, alleging both tortious interference with contract and fraud in inducing appellee to sign the second document.

A jury trial conducted before the Honorable John H. Brydon of Butler County, resulted in a verdict favoring 84 Lumber on the fraud count. However, the jury found in favor of appellee on the tortious interference claim and awarded him compensatory damages of $23,420.00 for lost wages and benefits as well as punitive damages in the amount of $15,000.00. Appellant subsequently filed post-trial motions which were denied by the lower court. A notice of appeal was filed with this court, and judgment was subsequently entered in the lower court. ²

Appellant now raises the following five claims for our consideration:

1. The trial court should have excluded [appellee's] Exhibit 1 from evidence.

2. Because [appellee's] Exhibit 2 was the operative contract, 84 Lumber was justified in preventing [appellee's] employment with a competitor.

3. The trial court erred by instructing the jury on contract law and on failure of consideration when the only claims made by [appellee] were tort claims.

4. There was no factual basis upon which the jury could award punitive damages.

5. In his closing, counsel for [appellee] misrepresented the facts and the law concerning tortious interference. [Appellant] is therefore entitled to a new trial on the issue of tortious interference.

We shall consider these contentions seriatim.

Appellant's first complaint is that the trial court should have excluded plaintiff/appellee's Exhibit 1 from evidence. This document, a copy of the initial employment contract appellee signed with appellant, does not contain a covenant not to compete. The thrust of appellant's argument is that it was error for the trial court to admit an unsigned, incomplete document into evidence for the purpose of contradicting the terms of a later and fully executed document. Although we agree with appellant's explanation of the law relating to integrated contracts, appellant's argument shoots wide of its mark.

Unquestionably, when parties adopt a writing as the final and complete expression of their agreement, evidence of negotiations leading to the formation of that agreement is inadmissible to vary the terms of the writing. McGuire v. Schneider, Inc., 368 Pa.Super. 344, 348-49, 534 A.2d 115, 117 (1987), aff'd, 519 Pa. 439, 548 A.2d 1223 (1988). Appellant is correct that prior or contemporaneous oral representations or agreements concerning subjects that are specifically dealt with in a written contract are merged in or superseded by the contract. Id. at 349, 548 A.2d at 117. An unambiguous written contract must be held to express all the negotiations, conversations and agreements made prior to its execution; oral testimony, prior written agreements, and other writings are inadmissible to explain or vary the terms of the contract. Id. at 349, 548 A.2d at 117-18. However, our review of the record shows that appellee did not offer the questioned evidence for the impermissible purpose to which appellant now objects. Quite clearly, appellee introduced Plaintiff's Exhibit 1 to show that an employment relationship commenced at the time the first document was signed and not upon the execution of the second document. The challenged exhibit was not introduced to vary or contradict the terms of the second writing which appellant characterizes as a fully integrated contract of employment. Rather, it was introduced to show that the first writing comprises the agreement between the parties and that the second document has no legal effect.

The trial court has wide discretion in rulings on the relevancy of evidence and the propriety of its admission. Dunkle v. West Penn Power Co., 400 Pa.Super. 334, 337, 583 A.2d 814, 815 (1990). We will not reverse such a determination absent an abuse of that discretion. Id. Any evidence which tends to establish facts in issue or in some degree advance the inquiry at hand is relevant. Scullion v. EMECO Industries, Inc., 398 Pa.Super. 294, 301, 580 A.2d 1356, 1360 (1990), allocatur denied, 527 Pa. 625, 592 A.2d 45 (1991). Appellee pled two counts in his complaint: tortious interference with his right of employment and fraud. The latter claim was based on the allegation that after signing a binding contract of employment, appellee was fraudulently induced to sign a second document which had been misrepresented to him as identical to the prior agreement set forth in Plaintiff's Exhibit 1. The contested exhibit was obviously relevant regarding the manner in which the two documents differed, as well as on the question of the benefits that accrued to appellant upon securing appellee's signature on the second employment contract. Plaintiff's Exhibit 1 was also relevant to the question of whether 84 Lumber was privileged to interfere with appellee's subsequent contract of employment with appellant's competitor. We see no indication that the trial court committed abuse of discretion in permitting the evidence to go before the jury, and we affirm on this issue.

The essence of appellant's second argument is that appellee's claim for tortious interference with contract must fail because appellant was justified in blocking appellee's employment by a competitor under the terms of Plaintiff's Exhibit 2, which appellant characterizes as "the operative contract." Appellant is correct that an actor is privileged to interfere with another's performance of a contract when: (1) the actor has a legally protected interest; (2) he acts or threatens to act to protect the interest; and (3) the threat is to protect it by proper means. Gresh v. Potter McCune Co., 235 Pa.Super. 537, 541, 344 A.2d 540, 742 (1975). However, we disagree with appellant's conclusion that the methods utilized in this case were proper to protect a legally cognizable interest.

In this context, appellant contends that Plaintiff's Exhibit 2 must be deemed to be a valid employment contract because the jury found in its favor on the question of whether 84 Lumber committed fraud in obtaining appellee's signature on that document. According to appellant, if the signature on Plaintiff's Exhibit 2 was not fraudulently induced, its terms necessarily govern the conditions under which appellee was employed by 84 Lumber. Thus, its covenant not to compete must be given full effect. We cannot, however, adopt this line of specious reasoning. ³

Appellee certainly alleged at trial that his signature on the writing entered as Plaintiff's Exhibit 2 was procured by fraud. However, appellee also alleged, in the alternative, that the terms of his employment were governed by the first document and that the second document was an invalid modification and no true contract because it conferred no benefit corresponding to the detriment it imposed. Simply put, appellee contended that the first document was a valid contract but that the second document was not because it provided no additional consideration for the agreement to be bound by the covenant not to compete contained therein.

Our law is clear that where a restrictive covenant is executed after the commencement of employment, it will not be enforced unless the employee restricting himself receives a corresponding benefit or change in status. Maintenance Specialties Inc. v. Gottus, 455 Pa. 327, 330, 314 A.2d 279, 280 (1974); Wainwright's Travel Service v. Schmolk, 347 Pa.Super. 199, 204, 500 A.2d 476, 478 (1985). Both writings were properly before the jury to elucidate the questions of when appellee was actually hired and which document embodied the terms of his employment. We agree with the trial court's conclusion that the jury was free to find the first document to be a valid contract because it contained both appellant's promise to hire appellee and appellee's promise to work for appellant. Having accepted Plaintiff's Exhibit 1 as the operative contract, the jury could properly find that Plaintiff's Exhibit 2 conferred no privilege upon appellant to interfere with appellee's attempt at seeking employment with appellant's competitor.

Appellant also contends that a good faith belief in the validity of Plaint...