WILMINGTON SAVINGS FUND SOCIETY, FSB v. EASTERN SIGN TECH, LLC
1:24-cv-10768
D.N.J.Apr 14, 2025Background
- WSFS (Plaintiff) contracted with Eastern Sign Tech (EST) to design and install signs on two buildings; Murdoch Engineering (Murdoch) was EST’s engineer of record.
- The Philadelphia contract was governed by Pennsylvania law; the Delaware contract by Delaware law.
- After a partial sign failure in Philadelphia, inspections revealed design and installation deficiencies in both signs.
- WSFS sued EST for breach of contract and Murdoch for breach of contract (as third-party beneficiary in Philadelphia) and professional negligence (Delaware project).
- EST crossclaimed against Murdoch for indemnification/contribution; Murdoch moved to dismiss WSFS’s claims (Counts III and IV) and part of EST’s crossclaim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Third-party beneficiary claim (PA) | WSFS is a third-party beneficiary under contract terms, as Murdoch is agent. | Contract excludes claims against anyone but WSFS and EST. | Claim survives; contract language includes Murdoch as agent. |
| Professional negligence claim (DE) | Discovery needed to assess if the sign is an "improvement" under statute. | Delaware’s 6-year statute of repose bars the claim (sign is an improvement). | Discovery needed; statute of repose not clearly applicable yet. |
| Crossclaim (indemnification, DE) | Similar to above; crossclaim not time-barred absent improvement finding. | Also barred by statute of repose. | Not dismissed; must await full factual development. |
| Motion to dismiss adequacy | Complaint plausibly alleges claims; resolution requires factual inquiry. | Claims are legally insufficient or time-barred. | Motion to dismiss denied; factual issues require discovery. |
Key Cases Cited
- Scarpitti v. Weborg, 609 A.2d 147 (Pa. 1992) (articulates third-party beneficiary claim standard under Pennsylvania law)
- Eichelman v. Nationwide Ins. Co., 711 A.2d 1006 (Pa. 1998) (plain meaning rule for clear and unambiguous contract terms)
- City of Dover v. Int’l Tel. & Tel. Corp., 514 A.2d 1086 (Del. 1986) (interprets Delaware's statute of repose and test for "improvements" to real property)
- Emerson Radio Corp. v. Orion Sales, Inc., 253 F.3d 159 (3d Cir. 2001) (ambiguous contracts' interpretation is for the factfinder, not resolved on a motion to dismiss)