Case Information
*1 IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA BINARY SEMANTICS LIMITED, :
BINARY SEMANTICS, INC. :
: Civil Action No. 4: 07-CV-1750 Plaintiffs, :
:
v. :
: (Judge McClure) MINITAB, INC., et.al., :
:
Defendants. :
:
O R D E R
May 1, 2008
BACKGROUND:
On Sеptember 25, 2007, plaintiffs Binary Semantics Limited and Binary Semantics Inc. (collectively “Binary”) commenced this civil action with the filing of a complaint against defendants Minitab, Inc., Barbara Ryan, Bruce Pincus, Patrick Sheehan, Asha Gopinath Menon, Malvinder Singh, and John Does 1-10. In its complaint, Binary set forth causes of action based upon the Racketeer Influenced and Corrupt Organizatiоns Act (Counts I and II), the Computer Fraud and Abuse Act (Count III), Unlawful Use of a Computer under the Pennsylvania Penal Code (Count IV), Computer Theft under the Pennsylvania Penal Code (Count V), Unlawful Duplication under the Pennsylvania Penal Code (Count VI), *2 Computer Trespass under the Pennsylvania Penal Code (Count VII), Theft of Trade Secrets under the Pennsylvania Penal Code (Count VIII), Intentional Interference with Prospective Economic Advantage (Count IX), Negligent Interference with Prospective Economic Advantage (Count X), Unfair Competition (Count XI), Procuring Information by Improper Means (Count XII), Conversiоn (Count XIII), Unjust Enrichment/Restitution (Count XIV), Fraud (Count XV), Fraud/Fraudulent Inducement (Count XVI), Breach of Fiduciary Duty (Count XVII), Civil Conspiracy (Count XVIII), and claim a for “An Accounting” (Count XIX).
On December 17, 2007, defendants Minitab, Barbara Ryan, Bruce Pincus, and Patrick Sheehan (collectively “the Minitab defendants”) filed a motion to dismiss. (Rec. Doc. No. 18.) On March 20, 2008, we granted the motion in part, dismissing Counts I, II, IV, V, VI, VII, VIII, IX, X, XI, XVII and XIX.
On March 27, 2008, plaintiffs filed a motion for reconsidеration. (Rec. Doc. No. 61.) Opposing and reply briefs have been filed and the matter is ripe for disposition. For the following reasons, we will grant the motion in part. DISCUSSION:
The purpose of a motion for reconsideration is to correct manifest errors of
law or fact or to present newly discovered evidence. Harsco v. Zlotnicki, 779 F.2d
906, 909 (3d Cir. 1985) (citations omitted), cert. denied,
In its motion, plaintiffs argue that our decision to dismiss their claims for Intentional Interference with Prospective Economic Advantage (Count IX), Breach of Fiduciary Duty (Count XVII), and “An Accounting” (Count XIX) was clear error.
A. Count IX
As we noted in our previous order, plaintiffs’ claim for intentional
interference with prospective economic advantage is best described under
Pennsylvania law as one for tortious interference with contractual relations. To
prevail on such a claim, plaintiff must establish: 1) an existing or prospective
contractual relationship with a third party; 2) the purpose or intent to harm the
plaintiff by preventing the relationship from continuing or occurring; 3) the
absence of privilege or justification on the part of the defendant; and 4) actual
damage resulting from the defendаnt's conduct. CGB Occupational Therapy, Inc.
v. RHA Health Services Inc.,
In their motion, plaintiffs claim that our previous order disregarded *5 plaintiffs’ allegations that defendant Asha, acting as an agent of Minitab, asked some of plaintiffs’ employees to “go slow,” which means to deliberately take more time than necessary to complete their tasks/assignments. (Rec. Doc. No. 61-3, at 3.) Plaintiffs also claim that we disregarded the manner in which defendants terminated the contract, which was by sending emails to several of plaintiffs’ customers attributing blame for the termination of the agreement to plaintiffs. (Id. at 5.)
We agree with plaintiffs that their “go slow” allegations do implicate contraсtual relations prior to Minitab’s termination of the contract. Yet, we note that plaintiffs only allege that defendant Menon asked some of plaintiffs’ employees to “go slow,” as opposed to alleging that plaintiffs’ employees actually did so and that this caused damage to plaintiffs’ contractual relations. Nevertheless, we will infer from its “go slow” allegation that this occurred and permit plaintiffs to pursue this claim.
As to plaintiffs arguments concerning the manner in which the contract was terminated, we will reluctantly let this theory of the claim proсeed as well. First, we note that plaintiffs’ brief in opposition to defendants’ motion to dismiss does not argue that these allegedly false emails form part of the basis of its tortious interferenсe with contractual relations claim. Nevertheless, we agree that if *6 defendants did send false emails to plaintiffs’ customers, this may have interfered with their contractual relations. Therefore, we will vacate the portion of our March 20, 2008 order which dismissed Count IX of the complaint.
B. Counts XVII and XIX
In dismissing plaintiffs’ claim for breach of fiduciary duty, we cited the
Pennsylvania Superior Court’s decision in eToll, Inc. v. Elias/Savion Advertising,
Inc.,
In its motion for reconsideration, plaintiffs argue that our ruling ignored
their allegations that Binary was an agent of Minitab and therefore a fiduciary duty
*7
existed between the parties. (Rec. Doc. No. 61-3, at 6.) Under Pennsylvania law,
“an agency relationship is a fiduciary оne.” eToll,
Despite plaintiffs’ conclusory allegations that a fiduciary relationship and agency-principal relationship existed, we nevertheless maintain that one did not exist as a matter of law. As we have already mentioned, there was no special relationship involving confidentiality, no special trust, and no strong and weak party in this case. This was an arms-length business transaction, and a simple reference to “agent” in the contract (as opposed to an explicit creation of a fiduciary relationship in the contract) or plaintiffs’ conclusory allegations that a fiduciary relationship existed do not change this transaction , especially under the Supreme Court’s new motion to dismiss standard set in Bell Atlantic Corp. v. Twombly, which requires that a plaintiff’s claim be plausible on its face. 127 S.Ct. *8 1955, 1960 (2007). In other words, it is simply implausible that a fiduciary relationship existed in this case. Therefore, we will deny plaintiffs’ motion for reconsideration to the extent it seeks reinstatement of its breach of fiduciary duty claim.
Finally, because our decision that plaintiffs do not have a right to equitable accounting relied on the fact that no fiduciary duty existed as a matter of law, plaintiffs’ claim for reconsideration with respect tо Count XIX necessarily fails as well.
NOW, THEREFORE, IT I S ORDERED THAT:
1. Plaintiffs’ motion for reconsideration is granted in part. (Rec. Doc.
No. 61.)
2. The portion of our March 20, 2008 order which dismissed Count IX of the complaint is vacated and Cоunt IX is permitted to proceed. Furthermore, in light of the fact that plaintiffs have filed an amended complaint after March 20, 2008 that does not contain this count, we ask that plaintiffs file yet another amended complaint that is identical to its newest complaint, except that it contain *9 Count IX from the original complaint.
s/ James F. McClure, Jr. James F. McClure, Jr.
United States District Judge