The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
GREENWAY LOGISTICS LLC, No. 4:20-CV-00048
Plaintiff, (Judge Brann)
v.
LAXMI WHITE a/k/a LAUREN
WHITE,
Defendant.
MEMORANDUM OPINION
APRIL 27, 2020
Plaintiff Greenway Logistics LLC brings this action for breach of contract
premised on this Court’s diversity jurisdiction. Defendant Lauren White now
moves to dismiss Greenway’s complaint.
I. BACKGROUND1
Greenway Logistics LLC is a company that provides trade show and special
events shipping services.2 On June 2, 2011, Greenway hired White as a Senior
Account Manager responsible for promoting, selling, and servicing customer
accounts.3
1 The facts in this section are drawn from Greenway’s complaint and its attached exhibits. See
Sherman v. John Brown Ins. Agency Inc., 38 F. Supp. 3d 658, 662–63 (W.D. Pa. 2014). As is
appropriate on a motion to dismiss, I accept all factual allegations as true and construe the
complaint in the light most favorable to the plaintiff. Id.
2 Compl. ¶ 5, Doc. 1-1.
Five years later, on August 31, 2016, Greenway and White entered into a
nonsolicitation and noncompete agreement.4 The agreement barred White from
soliciting Greenway customers for eighteen months after termination of her
employment, in exchange for which White received additional customer accounts.5
White’s employment with Greenway terminated on July 11, 2019.6
Greenway in its complaint alleges that White has solicited Greenway customers
since beginning a new job in violation of the August 31, 2016 agreement.7
Greenway filed its complaint in the Court of Common Pleas of Centre
County, Pennsylvania on November 15, 2019.8 White removed the action to this
Court on January 10, 2020.9 On January 31, 2020, White moved to dismiss
Greenway’s complaint.10
II. LEGAL STANDARD
To survive a motion to dismiss, a plaintiff is required to provide “a short and
plain statement of the claim showing that the pleader is entitled to relief.”11 A
4 Id. ¶¶ 11, 15.
5 Id. ¶¶ 11, 15, 17.
6 Id. ¶ 21.
7 Id. ¶ 23.
8 Notice of Removal ¶ 1, Doc. 1.
9 Notice of Removal.
10 Def. Lauren White’s Mot. to Dismiss Pl.’s Compl. pursuant to Fed. R. Civ. P. 12(b)(6), Doc. 3.
claimant must state a plausible claim for relief.12 “A claim has facial plausibility
when the pleaded factual content allows the court to draw the reasonable inference
that the defendant is liable for the misconduct alleged.”13 The plaintiff’s factual
allegations must rise above the speculative level, but the plaintiff “need only put
forth allegations that raise a reasonable expectation that discovery will reveal
evidence of the necessary element.”14 A court ruling on a motion to dismiss must
“accept all factual allegations as true, construe the complaint in the light most
favorable to the plaintiff, and determine whether, under any reasonable reading of
the complaint, the plaintiff may be entitled to relief.”15
III. DISCUSSION
Pennsylvania law views restrictive covenants in employment contracts with
skepticism.16 For that reason, Pennsylvania limits the circumstances when such a
clause will be enforced.17
Pertinent here are the restrictions on what may qualify as valuable
consideration sufficient to support a restrictive covenant. When analyzing these
terms, Pennsylvania courts make an exception to their typical practice of not
12 See Thompson v. Real Estate Mortg. Network, 748 F.3d 142, 147 (3d Cir. 2014) (citing Ashcroft
v. Iqbal, 556 U.S. 662 (2009)).
13 Thompson, 748 F.3d at 147.
14 Id.
15 Phillips v. Cty. of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008).
16 See Ricoh USA, Inc. v. Bailon, 419 F. Supp. 3d 871, 875 (E.D. Pa. 2019).
inquiring into the adequacy of consideration offered for a contract beyond its mere
existence.18 This adequacy analysis varies depending on when in the employment
relationship the restrictive covenant was entered. If executed at the time of hiring,
the award of the position itself may be enough.19 However, if formed after hiring,
the covenant must be supported by a new, corresponding benefit or favorable
change—continued employment alone is not adequate.20
The agreement at issue here identifies White’s employment and the
“assignment of additional client accounts to which [White] would not otherwise be
entitled” as its consideration.21 The agreement was signed five years into White’s
employment at Greenway, and so the additional client accounts are the only new
consideration alleged beyond the fact of White’s continued employment. White
argues, however, that this “consideration” was actually a burden, not a benefit: it
was simply more work without higher pay.
As a matter of pleading, it is plausible that the award of additional client
accounts was a favorable change in White’s working conditions. Furthermore,
there are no concerns about this being a mere post hoc argument because the
18 See Socko v. Mid-Atlantic Sys. of CPA, Inc., 99 A.3d 928, 935 (Pa. Super. Ct. 2014).
19 See Ricoh USA, 419 F. Supp. 3d at 876.
20 See id.
accounts are specifically identified as consideration in the agreement.22
Greenway’s allegations with respect to consideration are sufficient here.
Finally, White briefly raises the argument that the agreement is not
reasonably limited in its geographic scope. In so doing, however, White conflates
the agreement’s nonsolicitation clause and its noncompete clause. The noncompete
clause is limited to within fifty miles of any of Greenway’s three offices.23 White’s
fears of the contract “prohibiting a person from working in their profession
throughout their own country” are thus not well-founded.24 The burden placed by a
nonsolicitation clause is not as heavy, and, furthermore, Greenway conducts
business nationwide. At this stage of the litigation, I do not find the term to be
unreasonable.
22 See Notice of Removal Ex. A *15.
23 See id. at *14 ¶ 2(a) (“Employee expressly covenants and agrees that upon the termination of
his or her employment hereunder . . . Employee will not for a period of eighteen (18) months
. . . Manage, render, or perform services to or for any person or entity which is engaged in a
business competitive to that of Greenway within any fifty (50) miles of any Greenway office.”).
24 Def. Lauren White’s Br. in Supp. of Mot. to Dismiss Compl. pursuant to Fed. R. Civ. P. 12(b)(6)
IV. CONCLUSION
For the reasons above, Defendant Lauren White’s Motion to Dismiss
Plaintiff’s Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) (Doc. 3)
is DENIED.
An appropriate Order follows.
BY THE COURT:
s/ Matthew W. Brann
Matthew W. Brann
United States District Judge