48 Pa. D. & C.5th 98
Pennsylvania Court of Common P...2015Background
- Alexander Nissan sued Maritz and Northwoods Nissan alleging Maritz improperly disclosed Alexander Nissan’s confidential customer list (≈2,500 customers) to Northwoods, which enrolled at least 857 customers in its rewards program.
- Maritz removed the case to federal court; the District Court remanded to state court after finding a colorable claim against non-diverse Northwoods.
- Alexander Nissan pleaded ten counts; relevant here: Count 2 (breach of fiduciary duty) and Count 5 (intentional interference with dealer agreement) against Maritz, and Count 10 (declaratory judgment) against Northwoods.
- Maritz moved to demur Counts 2 and 5; Northwoods demurred to Count 10. Argument heard March 24, 2015.
- The court allowed amendment on the fiduciary claim, sustained the interference claim (Count 5) and overruled Northwoods’ demurrer to the declaratory judgment claim; case set for April 2016 trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of fiduciary duty (Count 2) | Maritz had a confidential relationship with Alexander Nissan because Alexander entrusted a proprietary customer list for limited use | Maritz argued no fiduciary presumption exists between advertiser/marketing agent and client; mere confidentiality is insufficient | Demurrer overruled in part; plaintiff may amend to plead additional facts supporting a confidential/fiduciary relationship |
| Intentional interference with dealer agreement (Count 5) | Use of the customer list caused lost value and lost profits flowing from interference with the dealer contract with Nissan | Maritz argued plaintiff did not allege interference with performance or pecuniary losses flowing from modification/termination of the dealer contract | Demurrer sustained; Count 5 dismissed for failure to allege how contract performance was impaired or pecuniary loss from contract interference |
| Declaratory judgment re: customer list (Count 10) | Alexander Nissan sought judicial declaration of rights concerning possession/use/destruction of its confidential list | Northwoods argued the claim was legally insufficient | Demurrer overruled; court found a justiciable controversy and colorable claim warranting declaratory relief |
Key Cases Cited
- Basile v. H&R Block, Inc., 52 A.3d 1202 (Pa. 2012) (explains when a confidential/fiduciary relationship may be legally presumed and requires fact-specific inquiry)
- Walnut St. Assocs. v. Brokerage Concepts, Inc., 20 A.3d 468 (Pa. 2011) (adopts Restatement § 766 for tort of intentional interference with contract)
- Leedom v. Palmer, 117 A. 410 (Pa. 1922) (discusses overmastering influence and elements of confidential relationship)
- Hennessy v. Santiago, 708 A.2d 1269 (Pa. Super. 1998) (sets elements required for intentional interference with contract)
- Shiner v. Moriarty, 706 A.2d 1228 (Pa. Super. 1998) (clarifies that the gravamen of interference tort is lost pecuniary benefits from the contract)