Tomlinson v. NCR Corp.

• Decision Date: 31 January 2013
• Docket Number: No. 20110554–CA.,20110554–CA.
• Citation: 727 Utah Adv. Rep. 21,296 P.3d 760
• Parties: Mitch TOMLINSON, Plaintiff and Appellant, v. NCR CORPORATION, Defendant and Appellee.
• Court: Utah Court of Appeals

296 P.3d 760

727 Utah Adv. Rep. 21

Mitch TOMLINSON, Plaintiff and Appellant,

v.NCR CORPORATION, Defendant and Appellee.

No. 20110554–CA.

Court of Appeals of Utah.

Jan. 31, 2013.

Mitch Tomlinson, Appellant Pro Se.

Michael E. Blue and Liesel B. Stevens, Salt Lake City, for Appellee.

Opinion

McHUGH, Judge:

¶ 1 Mitch Tomlinson appeals from the dismissal of all but two claims in his amended complaint against NCR Corporation. He also appeals from the trial court's subsequent order granting summary judgment in favor of NCR on his remaining claims of wrongful termination and breach of the covenant of good faith and fair dealing. Finally, Tomlinson asserts that the trial court erred in denying his motion to alter or amend judgment. We affirm in part, and reverse and remand in part.

BACKGROUND

¶ 2 NCR terminated Tomlinson's employment as a customer engineer on May 5, 2005. Following the termination, NCR reported to the Salt Lake City Police Department that Tomlinson had stolen NCR's property and assaulted a manager. Tomlinson disputed the allegations, and it appears from the record that Tomlinson was not charged with any crime. At the time of his termination, Tomlinson had been employed with NCR for about ten years.

¶ 3 On April 9, 2009, Tomlinson, appearing pro se, filed a complaint against NCR, alleging several causes of action; he later filed an amended complaint (the Amended Complaint). NCR moved to dismiss Tomlinson's Amended Complaint, arguing that it failed to state any claims upon which relief could be granted under rule 12(b)(6) of the Utah Rules of Civil Procedure. After a hearing, the trial court dismissed seven of Tomlinson's claims without prejudice but allowed him to proceed with two of his claims.¹ Despite the trial court's explanation that Tomlinson could “file a motion” to amend the complaint, he did not file a second amended complaint.

¶ 4 Thereafter, the trial court granted summary judgment for NCR on Tomlinson's remaining claims of wrongful discharge and breach of the covenant of good faith and fair dealing. In response, Tomlinson filed a motion to alter or amend judgment under rule 59 of the Utah Rules of Civil Procedure. The trial court denied that motion, and Tomlinson now appeals.²

ISSUES AND STANDARDS OF REVIEW

¶ 5 Tomlinson contends that the trial court erred in dismissing seven of his claims under rule 12(b)(6) of the Utah Rules of Civil Procedure either as inadequately pleaded or as barred by the Workers' Compensation Act. Because a rule 12(b)(6) dismissal is a question of law, “ ‘we give the trial court's ruling no deference and review it under a correctness standard.’ ” Sony Elecs., Inc. v. Reber, 2004 UT App 420, ¶ 8, 103 P.3d 186 (quoting St. Benedict's Dev. Co. v. St. Benedict's Hosp., 811 P.2d 194, 196 (Utah 1991)).

¶ 6 Tomlinson also appeals the summary judgment in favor of NCR on his claims of wrongful discharge and breach of the covenant of good faith and fair dealing. “Because summary judgment is granted as a matter of law, we review the trial court's ruling for correctness.” Harding v. Atlas Title Ins. Agency, Inc., 2012 UT App 236, ¶ 5, 285 P.3d 1260 (citation and internal quotation marks omitted). In doing so, “[w]e examine the evidence in the light most favorable to the losing party, and if that evidence and the reasonable inferences drawn therefrom would support a judgment in favor of the losing party, we must reverse.” Id. (emphasis, citation, and internal quotation marks omitted).

ANALYSIS

I. Inadequately Pleaded Claims

¶ 7 First, Tomlinson argues that the trial court erred when it dismissed five of his claims under rule 12(b)(6) of the Utah Rules of Civil Procedure for failure to state a claim on which relief could be granted. The trial court noted that the Amended Complaint contained many conclusions but few facts to support them. The trial court also explained that it could not consider the additional facts Tomlinson asserted at the hearing because they could not be “reasonably inferr[ed] from ... the [A]mended [C]omplaint.” ³

¶ 8 “A complaint that alleges the facts and sets forth the legal basis for an available legal remedy adequately states a claim upon which relief can be granted.” Mack v. Utah State Dep't of Commerce, 2009 UT 47, ¶ 17, 221 P.3d 194. Thus, when reviewing a trial court's dismissal of a complaint under rule 12(b)(6), we “must accept the material allegations of the complaint as true, and the trial court's ruling should be affirmed only if it clearly appears the complainant can prove no set of facts in support of his or her claims.” Mackey v. Cannon, 2000 UT App 36, ¶ 9, 996 P.2d 1081;see also Sony Elecs., 2004 UT App 420, ¶ 10, 103 P.3d 186 (stating that dismissal is appropriate only if “ ‘it clearly appears that the ... plaintiffs would not be entitled to relief under the facts alleged or under any state of facts they could prove to support their claim.’ ” (quoting Prows v. State, 822 P.2d 764, 766 (Utah 1991))).

¶ 9 The Amended Complaint alleges that (1) NCR's written employee policies created an employment contract, (2) NCR's termination of Tomlinson violated the procedures set forth in those policies, (3) NCR reported to the Salt Lake Police department that Tomlinson had stolen NCR's property and assaulted an NCR representative, (4) the allegations in the police report were false, (5) NCR knew the allegations were false, (6) some of the NCR property was in the possession of an NCR manager, (7) NCR wrote false performance evaluations of Tomlinson, (8) NCR had a business relationship with Tomlinson and handled money on his behalf, and (9) NCR's actions damaged Tomlinson's reputation with NCR's employees and customers. We assume these allegations are true in our review of the trial court's dismissal of Tomlinson's claims under rule 12(b)(6). See Mackey, 2000 UT App 36, ¶ 9, 996 P.2d 1081. Despite that assumption, we agree with the trial court that Tomlinson inadequately pleaded many of his claims.

A. Breach of Fiduciary Duty

¶ 10 We first review Tomlinson's argument that he adequately pleaded his claim of breach of fiduciary duty. As a general rule, “in a fiduciary relationship, the property, interest or authority of the other is placed in the charge of the fiduciary.” First Sec. Bank of Utah N.A. v. Banberry Dev. Corp., 786 P.2d 1326, 1333 (Utah 1990) (citation and internal quotation marks omitted). A fiduciary relationship may arise when one person has “a duty to act primarily for the benefit of another” and one party is the other's superior. Id. (citation and internal quotation marks omitted).

¶ 11 Here, the only facts asserted in the Amended Complaint to support the breach of fiduciary duty claim are that NCR had a “business relationship” with Tomlinson and that NCR “handled money on [his] behalf.” However, there is no allegation that NCR mishandled or misappropriated any money belonging to Tomlinson. Thus, even assuming that NCR had a fiduciary duty to handle Tomlinson's money appropriately, there is no allegation that it breached that duty. As a result, the Amended Complaint fails to allege facts which could support a breach of fiduciary duty claim.

¶ 12 On appeal, Tomlinson also argues that “an [employee's] agreement to share the losses of the employer” creates a fiduciary duty. However, we need not consider this argument because Tomlinson did not raise it before the trial court. See LaChance v. Richman, 2011 UT App 40, ¶ 15, 248 P.3d 1020 (“Generally, a party cannot raise an issue for the first time on appeal.”). Even if we were to address the argument on the merits, Tomlinson's Amended Complaint fails to state a claim for breach of fiduciary duty. In McLaughlin v. Schenk, 2009 UT 64, 220 P.3d 146, the Utah Supreme Court concluded that a closely held corporation may have a fiduciary duty under some circumstances that would prevent the termination of an at-will employee who is also a stockholder. Id. ¶ 27. However, such a discharge does not constitute a breach of fiduciary duty unless “a shareholder's reasonable expectations were thwarted.” Id. (citation and internal quotation marks omitted). The Amended Complaint's reference to a “business relationship” and “handling money” does not support an inference that Tomlinson was a shareholder in NCR, that he shared in NCR's profits and losses, that his “reasonable [investment] expectations were thwarted” by the termination, or that NCR is a closely held corporation. See id. Thus, “ ‘it clearly appears that [Tomlinson] ... would not be entitled to relief under the facts alleged’ ” in support of this claim. See Sony Elecs., Inc. v. Reber, 2004 UT App 420, ¶ 10, 103 P.3d 186 (quoting Prows, 822 P.2d at 766).

B. Interference with Economic Relations

¶ 13 Next, Tomlinson argues that the trial court erred in dismissing his claim of interference with economic relations because he “reasonably expected” to benefit in the future from his established relationship with NCR's customers. The elements of interference with economic relations are that “the defendant intentionally interfered with the plaintiff's existing or potential economic relations ... for an improper purpose or by improper means ... causing injury to the plaintiff.” Anderson Dev. Co. v. Tobias, 2005 UT 36, ¶ 20, 116 P.3d 323 (citation and internal quotation marks omitted). The Amended Complaint fails to identify any existing or potential economic relationship between Tomlinson and NCR's customers, and does not allege that NCR interfered for an improper purpose or by improper means. Thus, even applying a liberal construction of the facts alleged and making “all the reasonable inferences to be drawn from the facts in a light most favorable to [Tomlinson],” the Amended Complaint does not state a claim upon which relief may be granted for interference with economic relations. See Anderson v. Dean Witter Reynolds, Inc., 841 P.2d 742, 744 (Utah Ct.App.1992).

C. Abuse of Process

¶ 14 Tomlinson next asserts that the trial court erred in...