Associates in Medical Toxicology, P.C. v. Snyder

IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF PENNSYLVANIA

ASSOCIATES IN MEDICAL : Civil No. 1:19-CV-01753

TOXICOLOGY, P.C., and :

PHILIP W. MOORE, :

:

Plaintiffs, :

:

v. :

:

EMOGENE RENEA SNYDER, and :

MIGLIORE TREATMENT SERVICES, :

LLC, :

:

Defendants. : Judge Jennifer P. Wilson

MEMORANDUM

Before the court is a partial motion for summary judgment filed by

Defendants, Emogene Renea Snyder (“Snyder”) and Migliore Treatment Services,

LLC (“Migliore”). (Doc. 180.) For the reasons that follow, the court will grant in

part and deny in part the motion.

FACTUAL AND PROCEDURAL BACKGROUND1

This case has its genesis at the demise of the parties’ personal and

professional relationship. In July 2015, Plaintiff Philip Moore (“Moore”) founded

Associates in Medical Toxicology, P.C. (“AMT”), a medical practice offering

1 In considering Defendants’ partial motion for summary judgment, the court relied on the

uncontested facts, or where the facts were disputed, viewed the facts and deduced all reasonable

inferences therefrom in the light most favorable to the nonmoving party in accordance with the

relevant standard for deciding a motion for summary judgment. See Doe v. C.A.R.S. Prot. Plus,

Inc., 527 F.3d 358, 362 (3d Cir. 2008).

toxicology services.2 (Doc. 196-19, p. 19.)3 In 2016, Snyder founded Migliore, a

facility providing counseling services for individuals struggling with addiction.

(Doc. 196-8, pp. 6−7.) Snyder founded Migliore with her ex-husband, Corey

Lingenfelter, who served as Migliore’s Chief Financial Officer while Snyder

managed the practice. (Id. at 10−11.) Lingenfelter continued to assist Snyder with

Migliore until they decided to get a divorce, and entered into a martial separation

agreement in November 2016. (Id. at 12.)

At some point in the Summer of 2016, Snyder began searching for a medical

director that would allow Migliore to serve a broader population, which could

include Medicaid patients.4 (Id. at 14.) Snyder met Moore at a Migliore open

house, and began discussing whether he would be interested in the medical director

position for Migliore. (Id. at 13−14.) By August 2016, Moore agreed to accept the

position and was hired to work at Migliore. (Id. at 14.) After Moore assumed the

role of Migliore’s medical director, and Lingenfelter left Migliore, Snyder

2 Despite AMT’s name, Moore did not possess board certification in toxicology, and no

employees at AMT were board certified in toxicology. (Doc. 196-19, p. 19.)

3 For ease of reference, the court utilizes the page numbers from the CM/ECF header.

4 Snyder testified that absent a medical director, Migliore was unable to serve Medicaid patients

because Medicaid requires a medical director to sign off on treatment plans. (Doc. 196-8, p. 14.)

purported to convey a majority ownership interest in Migliore to Moore in January

2017.5 (Doc. 181-3, pp. 19−20; Doc. 181-16.)

Around the same time, Snyder and Moore decided to merge Migliore and

AMT since their practices catered to a similar population. As part of the “merger,”

AMT and Migliore shared a phone account, office space in a rented building,

payroll platforms, computers, staff, and electronic storage for patient records.

(Doc. 196-6, p. 2; Doc. 196-8, p. 34; Doc. 196-11, pp. 7, 22.) In addition, Moore

hired Snyder to serve as AMT’s clinical director in December 2016.6 (Doc. 196-8,

p. 15; Doc. 196-19, p. 45.)

As these business events were unfolding, Snyder and Moore also began a

personal relationship in October 2016. (Doc. 196-8, p. 22.) Their relationship

5 The court notes that there are multiple versions of the Operating Agreement which purport to

convey varying percentages of interest to Moore. (See Doc. 196-4 (Agreement dated 8/23/2016

conveying 25% to Moore, 70% to Snyder, and 5% to a vacant CFO position; Agreement dated

8/23/2016 conveying 45% to Moore and 65% to Snyder; Agreement dated 1/18/2017 conveying

51% to Moore and 49% to Snyder; Agreement dated 1/1/2019 conveying 20% to Moore and

80% to Snyder).) In addition, there are also at least two versions of a Memorandum of

Understanding purportedly executed by the parties. (See Doc. 196-3.) Which of these

agreements, if any, is controlling is the subject of disagreement between the parties.

Moreover, Moore’s own understanding regarding his ownership in Migliore appears to be

equivocal and internally inconsistent. (See, e.g., Doc. 181-18, pp. 10−11 (expressing a desire to

relinquish ownership in Migliore); Doc. 196-19, pp. 46 (maintaining that he had no ownership

interest in Migliore, but signed emails as Migliore’s president and CEO), 48 (testifying that he

had a partial interest in Migliore), 53 (testifying that he had an ownership interest from August

2017 until April or May 2019).)

6 As part of this arrangement, Snyder drafted her own employment description to work as AMT’s

clinical director, although she was hired by Moore and remained his subordinate. (Doc. 196-19,

p. 45; see also Doc. 196-29.)

progressed quickly, and Snyder became pregnant with Moore’s child in February

2017, and agreed to reside with Moore in May 2017. (Doc. 196-8, pp. 22−23.)

However, it appears that Snyder and Moore’s relationship deteriorated almost as

quickly as it began. By Spring of 2019, Snyder and Moore made the decision to

separate in both their personal and professional lives. (Doc. 196-8, p. 31; Doc.

196-6, p. 2.) Within weeks, by April 2019, Moore moved AMT’s practice to a

new location in Camp Hill, taking with it Migliore’s access to phone lines, patient

files, and records. (Doc. 196-11, pp. 17−18; Doc. 181-5, p. 23; Doc. 181-12; Doc.

181-18, p. 14.)

In the aftermath of this separation, it appears that the parties had difficulty

communicating with one another to facilitate running their businesses separately.

Indeed, on May 3, 2019, Moore fired Snyder from AMT, and in the same month,

Moore resigned from Migliore and expressed interest in relinquishing his

ownership interest. (Doc. 181-18, pp. 10−11, 13−15.) There is evidence that

AMT’s revenue dipped in 2019 after AMT moved to Camp Hill, although the

reason for this is disputed by the parties. (Doc. 181-3, p. 49; Doc. 181-5, pp. 20,

22; Doc. 181-6, pp. 5−6; Doc. 196-11, p. 8; Doc. 196-15, pp. 13−14, 26.) There is

also evidence that Snyder contacted RingCentral, the parties’ phone provider, to

switch the phone lines to Migliore’s control exclusively; accessed the businesses’

shared “EMR” system to get patient contact information for appointments; and

deleted emails and documents from AMT’s computers. (Doc. 181-7, pp. 12−13;

Doc. 196-6, pp. 3−4; Doc. 196-7; Doc. 196-8, p. 34; Doc. 196-11, pp. 19−20.) To

put it simply, it appears that the parties’ separation was acrimonious and mutually

destructive. (See, e.g., Doc. 181-5, pp. 26−27; Doc. 181-10; Doc. 181-13; Doc.

181-18; Doc. 181-19; Doc. 196-6, pp. 3−4; Doc. 196-7; Doc. 196-9; Doc. 196-15,

p. 38; Doc. 196-19, p. 78; Doc. 196-28; Doc. 196-30; Doc. 196-32; Doc. 196-34;

Doc. 197.) In August 2019, Snyder decided to close Migliore after accepting a

new position with Capital Blue Cross. (Doc. 196-8, pp. 31, 40.) However, it

appears that the rancor between the parties has remained.

On the basis of these events, Plaintiffs filed a complaint on October 7, 2019.

(Doc. 1.) Defendants responded with an answer, which was later amended to

include counterclaims against Plaintiffs on January 2, 2020. (Docs. 17, 26.) On

November 30, 2020, Defendants filed a motion for partial summary judgment,

accompanied by a brief in support. (Docs. 110, 111.) On February 1, 2021,

Plaintiffs filed a motion to amend/correct the complaint accompanied by a motion

to stay resolution of the motion for partial summary judgment. (Docs. 117, 119.)

On April 1, 2021, while these two previously filed motions remained pending,

Defendants filed an emergency motion for contempt against Plaintiffs in which

they requested a hearing on this motion. (Doc. 146.) Plaintiffs filed their own

motion for contempt a day later on April 2, 2021. (Doc. 150.) Based on the state

of the record, the court denied the motion for partial summary judgment, the

motion to stay, and the motion to amend/correct the complaint with leave to file a

renewed motion for summary judgment. (Docs. 165, 166.)

On June 30, 2021, the parties filed a stipulation of dismissal of all claims

against Migliore in the complaint with prejudice as well as Counts IV and V of the

complaint against Snyder with prejudice. (Doc. 179.) On June 30, 2021, Snyder

filed a renewed motion for partial summary judgment accompanied by a

supporting brief. (Docs. 180, 181.) Plaintiffs filed a brief in opposition on July 15,

2021. (Doc. 196.) Snyder timely filed a reply brief. (Doc. 205.) This motion is

therefore ripe for disposition.

STANDARD OF REVIEW

Federal Rule of Civil Procedure 56 sets forth the standard and procedures for

resolving a summary judgment motion. Rule 56(a) provides that “[t]he court shall

grant summary judgment if the movant shows that there is no genuine dispute as to

any material fact and the movant is entitled to summary judgment as a matter of

law.” Fed. R. Civ. P. 56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317,

322−323 (1986). A factual dispute is “material” if it might affect the outcome of

the suit under the applicable substantive law, and is “genuine” only if there is a

sufficient evidentiary basis that would allow a reasonable fact-finder to return a

verdict for the non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242,

248 (1986). When evaluating a motion for summary judgment, a court “must view

the facts in the light most favorable to the non-moving party” and draw all

reasonable inferences in favor of the same. Hugh v. Butler Cty. Family YMCA,

418 F.3d 265, 267 (3d Cir. 2005).

The moving party bears the initial burden of demonstrating the absence of a

disputed issue of material fact. See Celotex, 477 U.S. at 324. “Once the moving

party points to evidence demonstrating no issue of material fact exists, the non-

moving party has the duty to set forth specific facts showing that a genuine issue of

material fact exists and that a reasonable factfinder could rule in its favor.” Azur v.

Chase Bank, USA, Nat’l Ass’n, 601 F.3d 212, 216 (3d Cir. 2010). The non-moving

party may not simply sit back and rest on the allegations in its complaint; instead,

it must “go beyond the pleadings and by [its] own affidavits, or by the depositions,

answers to interrogatories, and admissions on file, designate specific facts showing

that there is a genuine issue for trial.” Celotex, 477 U.S. at 324 (internal quotations

omitted); see also Saldana v. Kmart Corp., 260 F.3d 228, 232 (3d Cir. 2001).

Further, the non-moving party cannot rely on “general denials or vague

statements.” Shaeffer v. Schamp, No. 06-1516, 2008 WL 2553474, at *4 (W.D.

Pa. June 25, 2008) (quoting Trap Rock Indus. v. Local 825, Int’l Union of

Operating Eng’rs, 982 F.2d 884, 890 (3d Cir. 1992)). Summary judgment should

be granted where a party “fails to make a showing sufficient to establish the

existence of an element essential to that party’s case, and on which that party will

bear the burden at trial.” Celotex, 477 U.S. at 322–23. “Such affirmative evidence

– regardless of whether it is direct or circumstantial – must amount to more than a

scintilla, but may amount to less (in the evaluation of the court) than a

preponderance.” Saldana, 260 F.3d at 232 (quoting Williams v. Borough of West

Chester, 891 F.2d 458, 460−61 (3d Cir. 1989)).

DISCUSSION

In the motion for partial summary judgment, Defendants argue that Plaintiffs

have failed to support their claims for violations of the Computer Fraud and Abuse

Act (“CFAA”) due to their failure to produce an expert and provide evidence of a

cognizable loss, and because the complained-of conduct is not covered by the

CFAA. (Doc. 181, p. 2.) Defendants also assert that they are entitled to summary

judgment on Plaintiffs’ claims for tortious interference, breach of fiduciary duty,

breach of employment contract, and defamation and trade slander/libel. (Id.)

Finally, Defendants claim that they are entitled to summary judgment on their

counterclaims for breach of contract relating to Moore’s alleged obligation to file

taxes on behalf of Migliore and their defamation and trade slander/libel claims

against Moore.7

7 The court notes that in Defendants’ motion for partial summary judgment, Defendants purport

to move for summary judgment on “Counts I−III and VI−X of Plaintiffs’ Complaint, or, in the

alternative, for summary judgment as to Count I and dismissal of Plaintiffs’ remaining state-law

A. The Motion for Partial Summary Judgment with Respect to Counts IV

and V (Unlawful Attempted Monopolization in Violation of the

Sherman Act and Pennsylvania Common Law, Respectively) of the

Complaint as well as all Claims Against Migliore will be Denied as

Moot.

The court notes that the parties have stipulated to the dismissal with

prejudice of Counts IV and V of the complaint as well as all claims against

Migliore. (Doc. 179.) As such, the court finds that the motion for partial summary

judgment, to the extent maintained with respect to these claims which have already

been dismissed, will be denied as moot.

B. The Motion for Partial Summary Judgment with Respect to Count I of

the Complaint (Violations of the Computer Fraud and Abuse Act) will

be Granted.

A civil claim under section 1030(a)(4) of the CFAA has four elements: “(1)

defendant has accessed a ‘protected computer;’ (2) has done so without

claims. Defendants further move for summary judgment on Counts I through VI, VIII, and IX of

Defendants’ Counterclaims against Plaintiffs.” (Doc. 180, p. 1.) However, it appears that this is

the only place that Defendants seek such broad relief. Indeed, Counts VIII and IX are absent

from Defendants’ counterclaims. Moreover, in the proposed order attached to Defendants’

motion, Defendants purport to seek partial summary judgment regarding Counts I−VI, and

VIII−X in Plaintiffs’ complaint, as well as Counts I, VI, and VII of Defendants’ counterclaims.

Specifically, Defendants seek judgment as to their counterclaim in Count I with respect to

Moore’s failure to file taxes on Migliore’s behalf. In addition, Defendants seek dismissal of all

claims against Migliore. (Doc. 180-1.) Defendants’ brief in support and reply brief are

consistent with the proposed order attached to the motion for partial summary judgment.

Therefore, the court does not consider whether summary judgment should be granted as to the

following claims, which will remain active in this case regardless of the court’s summary

judgment ruling: Count VII of the complaint (identity theft against Snyder); Count X of the

complaint (conversion against Snyder); and Counts II through V of Defendants’ counterclaims

(breach of contract against Moore unrelated to the tax filings for Migliore; breach of fiduciary

duty against Moore; minority member oppression against Moore; misappropriation of trade

secrets against Moore and AMT; and conversion against Moore and AMT).

authorization or by exceeding such authorization as was granted; (3) has done so

‘knowingly’ and with ‘intent to defraud’; and (4) as a result has ‘furthered the

intended fraud and obtained anything of value.’” P.C. Yonkers, Inc. v.

Celebrations the Party & Seasonal Superstore, LLC, 428 F.3d 504, 508 (3d Cir.

2005) (quoting 18 U.S.C. § 1030(a)(4)). Courts within this circuit have cautioned

that:

The CFAA “remains primarily a criminal statute designed to combat

hacking,” and, as such, jurisprudential care should be taken not to

“contravene Congress’s intent by transforming a statute meant to target

hackers into a vehicle for imputing liability to [defendants] who access

computers or information in bad faith.”

Christian v. Lannett Co., No. 16-963, 2018 U.S. Dist. LEXIS 52793, at *16 (E.D.

Pa. Mar. 29, 2018) (quoting QVC, Inc. v. Resultly, LLC, 159 F. Supp. 3d 576, 590

(E.D. Pa. 1990)).

For purposes of the CFAA, a “protected computer” is one “which is used in

or affecting interstate or foreign commerce or communication.” 18 U.S.C.

§ 1030(e)(2). The parties do not appear to dispute that the computers at issue are

“protected computers” for purposes of the CFAA. While there has been no

evidence presented on this point, the court finds that the computers at issue in this

case qualify as “protected computers” under the CFAA “because the definition

embraces any computing device that may be used in interstate commerce.”

Mifflinburg Tel., Inc. v. Criswell, 277 F. Supp. 3d 750, 792 (Pa. M.D. 2017)

(citation omitted).

With respect to the second element, whether the individual alleged to have

violated the CFAA had authorization to access the computer, courts have explained

that:

Both Sections a(5) and “Section 1030(a)(2)(C), [] requires [Defendant]

to have accessed [Plaintiff’s] computer system ‘without

authorization.’” QVC, Inc. v. Resultly, LLC, 159 F. Supp. 3d 576, 595

(E.D. Pa. 2016). “‘Authorization is not defined by the CFAA, and the

Third Circuit has not yet addressed the meaning of ‘authorization’ in

the context of the statute.” Id. “[T]hose who have permission to access

a computer for any purpose, such as employees, cannot act “without

authorization” unless and until their authorization to access the

computer is specifically rescinded or revoked.” Id. “No language in

the CFAA supports [the] argument that authorization to use a computer

ceases when an employee resolves to use the computer contrary to the

employer’s interest.” LVRC Holdings LLC v. Brekka, 581 F.3d 1127,

1133 (9th Cir. 2009). “[A] person who uses a computer ‘without

authorization’ has no rights, limited or otherwise, to access the

computer in question.” Id. Accordingly, “[w]hile disloyal employee

conduct might have a remedy in state law, the reach of the CFAA does

not extend to instances where the employee was authorized to access

the information he later utilized to the possible detriment of his former

employer.” Brett Senior & Assocs., P.C. v. Fitzgerald, No. 06-1412,

2007 U.S. Dist. LEXIS 50833, at *9−10 (E.D. Pa. July 13, 2007). Chief

Judge Christopher C. Conner of this Court has held that “the CFAA

prohibits unauthorized access to information rather than unauthorized

use of such information.” Advanced Fluid Sys., Inc. v. Huber, 28 F.

Supp. 3d 306, 329 (M.D. Pa. 2014). Chief Judge Conner further noted

that unauthorized access includes an employee continuing to access an

employer’s computers after leaving employment. Id.

Mifflinburg Tel., Inc., 277 F. Supp. 3d at 792−793 (cleaned up). Indeed, “an

employee granted access to a computer in connection with his [or her] employment

is ‘authorized’ to access that computer under the CFAA regardless of his or her

intent or whether internal policies limit the employee’s use of the information

accessed.” ClinMicro Immunology Ctr., LLC v. PrimeMed, P.C., No. 3:11-cv-

2213, 2016 U.S. Dist. LEXIS 88774, at *27 (M.D. Pa. July 7, 2016) (collecting

cases), report and recommendation adopted by 2016 U.S. Dist. LEXIS 99608

(M.D. Pa. July 29, 2016).

In this case, Snyder served as AMT’s clinical director from December 2016

until her employment was terminated on May 3, 2019. It is undisputed that during

this time period, Snyder managed the daily operations of AMT. It is also

undisputed that AMT and Migliore shared computers, staff, and electronic storage

for patient records prior to their separation in Spring 2019. In her role as clinical

director of AMT prior to the termination of her employment, it is without question

that Snyder was authorized to access AMT’s computers; indeed, they were shared

between AMT and Migliore. While in hindsight, Plaintiffs may be displeased with

Snyder’s use of the information she accessed during her employment with AMT,

her access was not unauthorized for purposes of the CFAA and cannot stand as the

basis for this claim. Huber, 28 F. Supp. 3d at 329 (“the CFAA prohibits

unauthorized access to information rather than unauthorized use of such

information”). The court will accordingly grant Defendants’ motion for summary

judgment on Plaintiffs’ CFAA claim to the extent it is based on computer access

by Snyder during her tenure as AMT’s clinical director because her access to the

AMT computers was authorized during that time.8

Plaintiffs’ remaining ground for their allegation that Snyder violated the

CFAA is that Snyder, “starting on May 5, 2019, . . . who at that time was in

possession of at least five AMT computers, accessed these computers and began to

erase all data stored on them. On May 7, 2020, Snyder even contacted an Apple

representative to aid her in the ‘wiping of these devices.’” (Doc. 196, p. 14.)9 The

court finds that it is unclear from the record whether these computers were left

behind deliberately as a courtesy from Moore to Snyder for Migliore’s use or

whether Moore intended to retrieve these computers for AMT’s use. (See Doc.

181-8, p. 6 (email dated May 13, 2019 from Plaintiffs’ counsel requesting dates

and times for Moore to pick up items left behind at Migliore, including, inter alia,

8 The court notes that this ruling includes the allegation that Snyder deleted emails from Heather

Barner’s email account. This alleged occurrence took place while Snyder was still employed as

AMT’s clinical director. Snyder admitted to deleting these emails, noting that she did so after

logging onto the computer with the proper credentials. Barner testified that she worked for both

AMT and Migliore jointly, and that she was supervised by both Snyder and Moore. (Doc.

196-11, p. 7.) Thus, at this time, Snyder was authorized to access the computer at issue as

AMT’s clinical director and Barner’s supervisor.

9 Plaintiffs also allege that “on May 6, 2019, Snyder accessed AMT’s RingCentral account

without authorization” and changed passwords and other account information, preventing

Plaintiffs from accessing their phone lines. (Doc. 196, p. 15.) However, there is no factual

support for the notion that Plaintiffs’ RingCentral account was accessed via a computer—a

foundational requirement for a claim to be brought under the CFAA. To the contrary, there is

evidence that RingCentral was Plaintiffs’ phone service provider and that Snyder called and/or

sent a letter to RingCentral to change the account access and credentials. Absent any connection

to the computers at issue in this claim, the court finds that any claims relating to Plaintiffs’

RingCentral account cannot be brought under the CFAA and will accordingly be dismissed.

computers); but see Doc. 181-18, p. 3 (letter from Plaintiffs’ counsel dated May 3,

2019 noting that Moore “graciously left 2 MAC Mini computers (in addition to 3

Dell computers, owned by Migliore) . . . for the convenience of, and use by,

Migliore.”).) Indeed, Moore explicitly designated at least one of these computers

for Snyder’s use. (Doc. 181-18, pp. 13−14 (“While your laptop is the property of

AMT, I am willing to allow you to keep it, subject to the following conditions[,]”

including deleting “any and all AMT and/or AMT related records, documentation

and/or information from the laptop[.]”).) Thus, the court finds that there is a

dispute of material fact regarding whether Snyder was authorized to access these

computers. On one hand, if Moore left the computers for Migliore’s use, it cannot

be maintained that Snyder, as the manager of Migliore, was unauthorized to access

them, and could thus do with them as she pleased. Then again, if Moore intended

to retrieve the computers for AMT’s use, Snyder’s access becomes more

questionable.

However, even if Snyder’s access was unauthorized, the court finds that

Plaintiffs have neither alleged, nor produced any record evidence that ties these

computers and Snyder’s alleged retention and access of them to any alleged loss in

this case as required by the fourth element of a CFAA claim.10 This element is

10 The court notes that neither party has addressed the third element in a CFAA claim, whether

Snyder had the intent to defraud when she accessed AMT’s computers. The court notes its

absence from the record, and finds that it would be appropriate to grant the remainder of

satisfied by showing an aggregate loss of $5,000 or more “to 1 or more persons

during any 1-year period.” 18 U.S.C. §§ 1030(c)(4)(A)(i)(I), (g). The CFAA

defines “damage” as “any impairment to the integrity or availability of data, a

program, a system, or information.” 18 U.S.C. § 1030(e)(8). It defines “loss” as

“any reasonable cost to any victim, including the cost of responding to an offense,

conducting a damage assessment, and restoring the data, program, system, or

information to its condition prior to the offense, and any revenue lost, cost

incurred, or other consequential damages incurred because of interruption of

service.” Id. § 1030(e)(11).

Plaintiffs have not alleged or established that Snyder’s “wiping of these

devices” disrupted Plaintiffs’ access to AMT’s computers. Indeed, Plaintiffs’ only

concretely alleged and supported loss stems from the time and resources spent

recovering Barner’s emails, which the court has already concluded occurred during

a time when Snyder was authorized to access AMT’s computers. While alleged,

there is no evidence that the “more than $500,000.00” loss in 2019 was attributable

Defendants’ motion for summary judgment on these grounds. However, out of an abundance of

caution, noting Defendants’ silence on this point, the court addresses the fourth element of a

CFAA claim with respect to Snyder’s computer access after her employment with AMT was

terminated.

to Snyder’s actions vis-à-vis AMT’s computers. Therefore, the court will grant

summary judgment to dismiss Plaintiffs’ CFAA claim in its entirety.11

C. The Motion for Partial Summary Judgment with Respect to Count II of

the Complaint (Intentional and Tortious Interference with Contract and

with Prospective Contractual Relations) will be Granted in Part and

Denied in Part.

Under Pennsylvania law, to set forth a claim for tortious interference with

contractual relations, a plaintiff must allege that the defendant, “without a privilege

to do so, induce[d] or otherwise purposely cause[d] a third person not to (a)

perform a contract with another, or (b) enter into or continue a business relation

with another.” Thompson Coal Co. v. Pike Coal Co., 412 A.2d 466, 470 (Pa.

1979) (quoting Restatement of Torts, § 766 (1939)). Similarly, to set forth a claim

for tortious interference with prospective contractual relations, a plaintiff must

allege: “(1) a prospective contractual relation; (2) the purpose or intent to harm the

plaintiff by preventing the relation from occurring; (3) the absence of privilege or

justification on the part of the defendant; and (4) the occasioning of actual damage

resulting from the defendant’s conduct.” Id. at 471 (quoting Glenn v. Point Park

College, 272 A.2d 895, 898 (Pa. 1971)).

11 In light of the court’s conclusion that summary judgment is appropriate on the merits of this

claim, the court does not consider Defendants’ argument that summary judgment should be

granted based on Plaintiffs’ failure to elicit expert testimony on this claim.

In this case, Plaintiffs assert that Snyder interfered with their existing

relationships with patients and vendors/business partners which resulted in

decreased revenue for AMT in 2019. (Doc. 196, pp. 21−23.) In addition,

Plaintiffs claim that Snyder interfered with their account at RingCentral which

resulted in their phone systems being disrupted for a few days. (Id.)

With respect to Plaintiffs’ existing relationships with patients, the court finds

that there is evidence that Snyder contacted certain patients to inform them of the

following:

We are so sorry to notify you that Dr. Moore, Associates in Medical

Toxicology, will not be affiliated with Migliore Treatment Services. As

many of you know our patients and staff are like family to us, and we

do not want this to impede you in your recovery so we have worked

very closely with a wonderful practice Pinnacle Health Center for

Addiction Recovery, Greg Swartzentruber, MD and Teresa. They are

easily located on 2501 North 3rd Street Harrisburg, Pa and their phone

number is 717-782-4781. Please let them know you are a Migliore

patient, they have assured us they will get you into treatment within 48

hours, they will continue/maintain pharmacotherapy (MAT) services,

physician will always be present to patients, they have a high level of

patient care and they do not have long waiting room times. We are very

pleased to be working with this practice and to be able to continue

quality treatment services for your needs. Please let us know if you

have any questions.

(Doc. 197, p. 3 (errors in original).) In response to Snyder’s email, some patients

stated that they felt like they were being told that they “lost their doctor” (referring

to Dr. Moore). (Id. at 4, 7−8.) However, other patients responded to Snyder’s

email to complain about AMT’s care after AMT left Migliore, to which Snyder

sent reply emails indicating that these patients could file malpractice suits or a

report with the Pennsylvania Department of State regarding their complaints about

AMT. (Id. at 10−11.)

The court finds that these emails are equivocal regarding their target

audience. Specifically, there is no evidence that the patients who received

Snyder’s email were exclusively patients of AMT. To the contrary, it appears that

the patients who received Snyder’s initial email were individuals who enjoyed a

prior contractual relationship with Migliore. (Id. at 3 (“Please let them know you

are a Migliore patient”).) While these patients could have received care from both

AMT and Migliore, it does not appear that Snyder was without privilege to send

the email given her role with Migliore.

Regardless of which entity provided these patients’ care, the court finds that

the emails sent by Snyder do not constitute inducement to enter a business

relationship with another. To the contrary, Snyder merely indicates that Migliore

has partnered with another treatment facility which is available to accept these

patients in light of AMT’s departure. The email does not state that AMT and

Moore are no longer available to see patients, although at least some patients

expressed confusion on this point; instead, the email states that AMT “will not be

affiliated with Migliore Treatment Services.”

Likewise, Snyder’s responsive emails to patients who had complained about

AMT’s services did not induce these patients to seek care from a provider other

than AMT. Instead, Snyder recognizes these patients’ frustration and offers that

they may pursue legal action against AMT to validate their concerns. The notion

that these patients would continue their treatment with AMT in light of the

concerns expressed in their emails is dubious.

In sum, patients in receipt of Snyder’s emails were free to continue their

treatment with AMT or with Pinnacle Health. Indeed, some patients followed

AMT to its new location. However, there is no evidence that Snyder induced

patients to cease treatment services with AMT. Therefore, the court finds that to

the extent that Plaintiffs seek to support their claim for interference with existing

contracts with patients, the court will grant Defendants’ motion for summary

judgment to foreclose this basis for the claim.12

With respect to Snyder’s alleged interference with ongoing business

relationships, the court finds that there is no evidence to support this claim. While

there is evidence that Snyder contacted certain vendors, business partners, and

other professional organizations with which AMT and Moore had ongoing

12 The court notes that there is testimony from Natasha Lugaro, Snyder’s executive assistant, that

she observed Snyder send messages to AMT patients via text, email, or social media platforms

urging them not to see Moore for treatment. (Doc. 196-6, p. 3.) However, there is no record

evidence to shed light on the substance of these communications even assuming they occurred,

and there is no evidence that the patients who were contacted in this manner accepted Snyder’s

advice to discontinue their treatment relationship with Plaintiffs.

relationships, there is no evidence that Snyder induced or otherwise caused these

entities to cease performance on their contracts with Plaintiffs or otherwise enter

into a business relationship with an entity other than Plaintiffs. Indeed, Snyder

may have intended to induce these entities to cease interacting with Plaintiffs, but

there is no evidence that her intentions were realized. To the contrary, there is

evidence that these relationships continued with Plaintiffs. (See, e.g., Doc. 197,

pp. 22−26, 34−36; Doc. 196-9.)

The court notes an exception for Plaintiffs’ business relationship with

RingCentral. The evidence presented could support the conclusion that Snyder,

without license,13 induced RingCentral to continue its business relationship with

Snyder, instead of Plaintiffs. Indeed, in a letter dated June 5, 2019, well after

Snyder’s employment had been terminated with AMT, Snyder indicated that

certain phone numbers previously utilized by Plaintiffs should be transferred to

Defendants because “Mr. Moore is no longer utilizing these phone lines.” (See

13 The court notes that in a letter sent by Plaintiffs’ counsel to Snyder dated May 3, 2019,

Plaintiffs’ counsel states that:

While AMT was previously willing to allow Migliore to port six of the Migliore

telephone numbers from RingCentral, Ms. Snyder’s recent actions have caused Dr.

Moore to rethink that generosity. Therefore, Ms. Snyder and Migliore have until

the close of business on May 8, 2019 to arrange new phone and fax numbers for

Migliore. Thereafter, the existing Migliore phone and fax numbers will no longer

be available to Migliore as the RingCentral contract is with AMT.

(Doc. 181-18, p. 6.) Therefore, it appears that after May 8, 2019, Snyder was without license to

induce RingCentral to continue a business relationship with herself and Migliore, rather than

Plaintiffs.

Doc. 196-13, p. 4.) It appears that there was interruption to Plaintiffs’ phones as a

result of Snyder’s conduct, and a reasonable jury could connect these events.

(Doc. 196-5, p. 4.) Therefore, on these narrow grounds, the court finds that

summary judgment is inappropriate and will deny the motion.

Finally, there is no evidence in the record that Snyder interfered with

prospective contractual relations. Indeed, there has been no evidence or argument

presented regarding what relationships Plaintiffs sought to pursue or with whom.

In light of this absence, the court will grant the motion for summary judgment to

preclude Plaintiffs from maintaining a claim for alleged interference with

prospective contractual relations. The motion for summary judgment will

accordingly be granted in part and denied in part.

D. The Motion for Partial Summary Judgment with Respect to Count III

of the Complaint (Breach of Fiduciary Duty) will be Granted.

Plaintiffs claim that Snyder breached her fiduciary duties owed to AMT and

Moore in the following ways: by allegedly destroying important AMT files and

later making false reports to administrative agencies that AMT failed to maintain

these records in the ordinary course; by accessing confidential patient information

and referring patients to other providers; and making other false reports to

administrative agencies regarding Plaintiffs’ practice. (Doc. 196, pp. 23−25.) The

court observes that because the parties are so mired in their personal disagreements

with each other, they have failed to recognize the absence of a fiduciary

relationship between Snyder and Plaintiffs.

Foundational to establishing a claim for breach of fiduciary duty under

Pennsylvania law is the existence of an agency relationship between the parties.

Kearney v. JPC Equestrian, Inc., No. 3:11-cv-1419, 2012 U.S. Dist. LEXIS

123498, at *20 (M.D. Pa. June 7, 2012) (citing eToll, Inc. v. Elias/Savion

Advertising, Inc., 811 A.2d 10, 21 (Pa. Super. Ct. 2002)), report and

recommendation adopted at 2012 U.S. Dist. LEXIS 40662 (M.D. Pa. Aug. 30,

2012). The Pennsylvania Supreme Court has described the principal-agent

relationship as follows:

The law is clear in Pennsylvania that the three basic elements of agency

are: “‘the manifestation by the principal that the agent shall act for him,

the agent’s acceptance of the undertaking and the understanding of the

parties that the principal is to be in control of the undertaking.’” Scott

v. Purcell, 415 A.2d 56, 60 (1980), quoting Restatement (Second) of

Agency § 1, Comment b (1958); see also Reid v. Ruffin, 469 A.2d 1030,

1033 (1983). “Agency results only if there is an agreement for the

creation of a fiduciary relationship with control by the beneficiary.”

Smalich v. Westfall, 269 A.2d 476, 480 (1971). The burden of

establishing an agency relationship rests with the party asserting the

relationship. Scott, 415 A.2d at 61 n.8. “An agency relationship is a

fiduciary one, and the agent is subject to a duty of loyalty to act only

for the principal’s benefit.” Sutliff v. Sutliff, 528 A.2d 1318, 1323

(1987), citing Restatement (Second) of Agency § 387 (1958). Thus, in

all matters affecting the subject of the agency, the agent must act with

the utmost good faith in furthering and advancing the principal’s

interests, including a duty to disclose to the principal all relevant

information. See Sylvester v. Beck, 178 A.2d 755, 757 (1962).

Basile v. H & R Block, 761 A2d 1115, 1120 (Pa. 2000). The Pennsylvania

Supreme Court has emphasized that not all actions taken on another’s behalf will

form an agency relationship. Id. at 1121 (“[T]he action must be a matter of

consequence or trust, such as the ability to actually bind the principal or alter the

principal’s legal relations. Indeed, implicit in the long-standing Pennsylvania

requirement that the principal manifest an intention that the agent act on the

principal’s behalf is the notion that the agent has authority to alter the principal’s

relationships with third parties, such as binding the principal to a contract.”).

In this case, Plaintiffs have set forth no evidence which would establish an

agency relationship between Snyder and Plaintiffs. To the contrary, in the

pleadings before the court, Plaintiffs have alleged that Snyder breached her

employment contract with Plaintiffs by “grant[ing] access to AMT’s locked

medication storage room to all employees without Dr. Moore’s knowledge or

authorization,” “frequently draft[ing] and sign[ing] AMT contracts for Dr. Moore

without Dr. Moore’s knowledge or authorization,” and “purchas[ing] costly

marketing materials without Dr. Moore’s knowledge or authorization.” (Doc. 196,

pp. 26−27.) It is therefore apparent to the court that no agency relationship was

contemplated when Snyder agreed to serve as AMT’s clinical director. Indeed,

Plaintiffs’ apparent distress that Snyder signed contracts on their behalf without

Moore’s knowledge is sufficient to state that “[t]here is nothing to suggest that this

business relationship was something other than that of a company and [its

employee].” Kearney, 2012 U.S. Dist. LEXIS 123498, at *24. Based on the

absence of proof establishing a fiduciary relationship, the court will grant the

motion for summary judgment to dismiss this claim.

E. The Motion for Partial Summary Judgment with Respect to Count VI

of the Complaint (Breach of Employment Contract) will be Granted.

To maintain a breach of contract claim under Pennsylvania law, a plaintiff

must prove “(1) the existence of a contract, including its essential terms, (2) a

breach of a duty imposed by the contract and (3) resultant damages.” Ware v.

Rodale Press, Inc., 322 F.3d 218, 225 (3d Cir. 2003) (citing CoreStates Bank, N.A.

v. Cutillo, 723 A.2d 1053, 1058 (Pa. Super. Ct. 1999)).

With respect to Plaintiffs’ claim for breach of contract, the parties’

arguments are more concerned with making mutual ad hominem attacks than the

application of the legal standard to the facts produced in discovery. Here,

Plaintiffs’ claim for breach of employment contract fails on the first element. The

alleged employment contract at issue is conspicuously absent from the record, let

alone the essential terms that Plaintiffs alleged were breached. The only document

that could be construed as establishing any obligations relating to Snyder’s

employment with AMT is her job description, a document drafted by Snyder, but

unsigned by the parties. (Doc. 196-29.) The court does not perceive this document

to be a contract, although Plaintiffs appear to view it this way.

Even assuming Snyder’s self-composed job description formed an

employment contract, despite highlighting certain responsibilities as forming the

basis for Snyder’s alleged breach, Plaintiffs fail to produce any evidence in support

of their assertion that Snyder breached her self-described job responsibilities.

Plaintiffs claim that Snyder failed to meet her employment obligations by failing to

supervise and train staff and by failing to maintain the confidentiality of AMT

clients as the source of her breach. (Doc. 196, p. 25.) However, the assertion that

Snyder failed to supervise or train employees is belied by the testimony of AMT’s

staff, who uniformly stated either that they did not recall Snyder failing to train or

supervise them or that Snyder was an adequate supervisor who was able to provide

training and supervision when asked. There has been no evidence produced that

Snyder breached AMT patients’ confidentiality.

The remaining assertions of breach argued in Plaintiffs’ brief are not

connected in any way to any obligations listed in Snyder’s job description. In

other words, the court has no document before it to verify whether Snyder’s

falsification of AMT bills, grant of access to AMT’s medication storage room, or

any other allegation set forth by Plaintiffs constituted a breach of a specific

provision of Snyder’s employment contract (which either does not exist or has not

been included in the record). For all of these reasons, the court will grant the

motion for summary judgment with respect to this claim.

F. The Motion for Partial Summary Judgment with Respect to Counts

VIII and IX of the Complaint (Defamation and Trade Slander and

Libel, Respectively) will be Denied.

A claim for defamation under Pennsylvania law includes the following

elements: “(1) The defamatory character of the communication; (2) Its publication

by the defendant; (3) Its application to the plaintiff; (4) The understanding by the

recipient of its defamatory meaning; and (5) The understanding by the recipient of

it as intended to be applied to the plaintiff.” Graboff v. Colleran Firm, 744 F.3d

128, 135 (2014) (quoting 42 PA. CONST. STAT. § 8343(a) (West 1998)). A

statement is defamatory if “it tends so to harm the reputation of another as to lower

him in the estimation of the community or to deter third persons from associating

or dealing with him.” Tucker v. Fischbein, 237 F.3d 275, 282 (3d Cir. 2001)

(quoting Birl v. Phila. Elec. Co., 167 A.2d 472, 476 (Pa. 1960) (internal quotation

marks omitted)). “[T]he statement must do more than merely embarrass or annoy

the plaintiff; it must provoke the kind of harm which has grievously fractured

[one’s] standing in the community of respectable society.” Graboff, 744 F.3d at

136 (quoting Tucker, 848 A.2d at 124) (quotation marks omitted).

Claims for trade slander or libel are analyzed under a similar standard to

claims for defamation. Matthews Int’l, Corp. v. Biosafe Eng’g, LLC, No. 11-269,

2011 U.S. Dist. LEXIS 110010, at *33 n.8 (W.D. Pa. Sept. 27, 2011) (“In

Pennsylvania, trade libel and defamation are often treated under the same

standard.”) A claim for trade libel is actionable where: “(1) the statement is false;

(2) the publisher either intends the publication to cause pecuniary loss or

reasonably should recognize that publication will result in pecuniary loss; (3)

pecuniary loss does in fact result; and (4) the publisher either knows that the

publication is false or acts in reckless disregard of its truth or falsity.” Pro Golf

Mfg., Inc. v. Tribune Review Newspaper Co., 809 A.2d 243, 246 (Pa. 2002) (citing

Restatement (Second) of Torts § 623(a)).

As a defense to either a claim for defamation or trade libel, a defendant may

show that his or her statements were “substantially true.” See 42 PA. CONST. STAT.

§ 8343(b)(1) (West 2013); see also Dunlap v. Phila. Newspapers, Inc., 448 A.2d 6,

15 (Pa. Super. Ct. 1982) (“The proof of truth must go to the gist or sting of the

defamation.”). Despite the availability of the defense, courts have cautioned that

“a defamatory statement must be viewed in context,” Baker v. Lafayette Coll., 532

A.2d 399, 402 (Pa. 1987), and truth is unavailable as a defense where “the

implication of the communication as a whole was false,” even if the statement is

“literally accura[te].” Dunlap, 448 A.2d at 15.

The record in this case is replete with evidence of potentially defamatory

statements made by Snyder about Moore and vice versa. Indeed, it is clear that the

parties’ have engaged in a course of conduct intended to personally and

professionally harm the other. In support of Plaintiffs’ defamation claim, Plaintiffs

point to the following statements allegedly made by Snyder:

Dr. Moore is a narcissist, sociopath, and psychopath.

Dr. Moore suffers from a “narcissism personality disorder” and

“alcohol abuse” which caused him to “harm [Snyder] and [her] family.”

Dr. Moore is emotionally and physically abusive towards Snyder and

his daughter.

Dr. Moore suffers from an alcohol and drug addiction.

Dr. Moore violated a court order in order to “withhold a child from [her]

mother.”

Dr. Moore “treated his mother like trash and was physically violent

with her several times.”

Snyder sent text messages to AMT employees and patients that Dr.

Moore has a sexually transmitted disease which he “keeps passing

around.”

Dr. Moore had “inappropriate physical contact with his daughter.”

Snyder sent text messages to a patient that her attorney is “working on

serving [Dr. Moore] bankruptcy forms” and that Dr. Moore is going to

be incarcerated.

Snyder sent text messages to a patient stating that the “[j]udge blew

[Dr. Moore] up in court for his drug use and alcoholism.”

Snyder sent text messages to a former AMT employee stating that Dr.

Moore will “no longer [be] a physician owe[] a ton of money to [the]

government and will spend nice time in prison for both federal and state

crimes.”

Dr. Moore “ripped [Snyder] off the bed with the mattress” if she “f[e]ll

asleep without telling him”, had “drunk rages and black outs”, and

“wre[cked] the car twice [because] of being drunk”, amongst other

things.

Dr. Moore “lie[d] to the state and feds” and is “willing to lie under

oath.”

Dr. Moore is “falsely advertising [his] services.”

Dr. Moore has no board certifications.

Dr. Moore committed “computer crimes.”

Dr. Moore and AMT engaged in “fraudulent activity.”

Snyder sent an e-mail to the Cumberland County Commissioner stating

that they “should probably [sic] check with department of state

regarding [Dr. Moore’s] professional licensure and current pending

investigations for drug/alcohol use.

Dr. Moore is “a crazy ex narc” who “should be incarcerated.”

There are “multiple levels of criminal and civil cases currently pending

against Dr. Moore as well as investigation into his current license and

practices.”

Snyder sent an e-mail to Plaintiffs’ medical billing company, Velocity

Medical Billing, stating that Dr. Moore is “flagged across the state and

can[not] even bill for his new location because of the fraud

investigation with CMS.”

AMT “abandoned patient care.”

AMT is “a non-licensed drug and alcohol treatment provider.”

AMT is “not enrolled in Medicaid/Medicare services.”

(Doc. 196, pp. 28−30 (cleaned up).)

Viewing the facts in the light most favorable to Plaintiffs, a reasonable jury

could find that these statements were so harmful to Plaintiffs’ reputation “as to

lower [them] in the estimation of the community or to deter third persons from

associating or dealing with [them]” personally and professionally. Tucker, 237

F.3d at 282 (quoting Birl, 167 A.2d at 476 (internal quotation marks omitted)).

The question of whether the statements are defamatory is context-specific, and a

reasonable jury could also find that the frequency, location, and/or tenor of

Snyder’s statements against Plaintiffs were defamatory. Moreover, a reasonable

jury could conclude that the loss to Plaintiffs’ business in 2019 was, at least partly,

attributable to Snyder’s statements.

Defendants allege that the statements above are true, and that Snyder was

therefore privileged to make them. Initially, and by way of example only, the court

notes that it is not appropriate for the court to weigh the evidence in resolving a

summary judgment motion to determine whether it is in fact true that Moore is “a

narcissist, sociopath, and psychopath.” Rather, the truth of this statement, and the

other assertions listed above is a fact-intensive inquiry appropriate for jury

resolution. The court will therefore deny the motion for summary judgment with

respect to these claims.

G. The Motion for Partial Summary Judgment with Respect to Count I of

Defendants’ Counterclaims (Breach of Contract Regarding Moore’s

Alleged Tax Obligations vis-à-vis Migliore) will be Denied.

As explained above, to maintain a breach of contract claim under

Pennsylvania law, a plaintiff must prove “(1) the existence of a contract, including

its essential terms, (2) a breach of a duty imposed by the contract and (3) resultant

damages.” Ware, 322 F.3d at 225 (citing CoreStates Bank, N.A., 723 A.2d at

1058).

Snyder claims that Moore was Migliore’s “tax matters partner” under

Migliore’s Operating Agreement. (Doc. 181, p. 35.) As such, Moore was

allegedly responsible for filing the state and federal income tax returns for the

business as well as providing a Form K-1 to Snyder that would enable her to file

her personal state and federal tax returns. (Id.) Snyder asserts that Moore failed to

file these returns or provide Snyder with K-1 forms for 2018 and 2019, and that

Snyder has therefore suffered harm based on “exposure to interest and penalties”

for her personal taxes. (Id.) Moore counters that he did not validly receive an

interest in Migliore, and therefore had no obligation to file taxes for the business.

(Doc. 196, pp. 33−37.)

All Operating Agreements of record contain the same provisions regarding

tax matters:

The Managers shall designate a Member serving as a Manager, or if

there is none, or if none are eligible or able to act, any Member, as the

tax matters partner for federal income tax purposes. The tax matters

partner is authorized and required to represent the Company in

connection with all examinations of the Company’s affairs by tax

authorities, including resulting administrative and judicial proceedings,

and to expend Company funds for professional services and costs

associated therewith. The tax matters partner shall have the final

decision making authority with respect to all Federal income tax

matters involving the Company. The Members agree to cooperate with

the tax matters partner and to do or refrain from doing any or all things

reasonably required by the tax matters partner to conduct such

proceeding. Any direct out-of-pocket expense incurred by the tax

matters partner in carrying out his/her or their obligations hereunder

shall be allocated to and charged to the Company as an expense of the

Company for which the tax matters partner shall be reimbursed.

. . . .

The Managers shall cause the Company to file a Federal income tax

return and all other tax returns required to be filed by the Company for

each Fiscal Year or part thereof, and shall provide to each person who

at any time during the Fiscal Year was a Member with an annual

statement (including a copy of Schedule K-1 to Internal Revenue

Service Form 1065) indicating such Member’s share of the Company’s

income, loss, gain, expense and other items relevant for Federal income

tax purposes. Such annual statement may be audited or unaudited as

required by the Managers.

(Doc. 196-4, pp. 14−15, 42−43, 70−71, 96 (cleaned up).) In each Operating

Agreement, the Managers and Members are listed as Snyder and Moore. (Id. at

28−29, 56−57, 84−85, 107−08.)

Under the plain language of the Operating Agreements, the court finds that

Snyder and Moore were jointly responsible for filing Migliore’s state and federal

tax returns since the Agreements state that “[t]he Managers shall cause the

Company to file a Federal income tax return and all other tax returns required to be

filed by the Company for each Fiscal Year or part thereof,” as well as providing

each Member with a copy of Schedule K-1 to Internal Revenue Service Form

1065. (Doc. 196-4, pp. 15, 43, 71, 96 (emphasis added).) Thus, while the tax

matters partner position serves as the representative of Migliore “in connection

with all examinations of the Company’s affairs by tax authorities, including

resulting administrative and judicial proceedings,” is licensed to spend Migliore’s

funds for tax preparation services, and has the “final decision making authority

with respect to all Federal income tax matters involving the Company[,]” there is

nothing indicating that the tax matters partner is solely responsible for filing

Migliore’s taxes. This is the case regardless of which Operating Agreement is

operative between the parties.

However, there is a dispute of material fact regarding Moore’s status vis-à-

vis Migliore. While Snyder asserts that she transferred ownership of Migliore to

Moore, that he was designated as Migliore’s tax matters partner, and that he was

solely responsible for filing Migliore’s taxes and providing her with a K-1 form,

there is record evidence of at least four Operating Agreements, all of which purport

to convey different percentages of interest in Migliore to Moore. Moore also

disputes that these Operating Agreements served as valid conveyances since there

is nothing of record indicating that Snyder complied with the Operating Agreement

when her ex-husband left Migliore’s Member/Manager ranks and Moore

purportedly joined. Indeed, Moore asserts that Snyder’s separation agreement with

her ex-husband, upon which Snyder bases her authority to transfer ownership in

Migliore, is equivocal regarding the precise time that Snyder became the sole

owner with authority to transfer an interest to Moore. For Moore’s part, while he

steadfastly asserts that he did not own any part of Migliore, there is evidence that

he filed Migliore’s tax return in 2017 and has otherwise held himself out as an

owner of Migliore.

With the facts as presented on the record, the court would be required to

weigh the evidence and make credibility determinations—a process reserved solely

for the jury. Therefore, the court will deny the motion for summary judgment as to

this claim.

H. The Motion for Partial Summary Judgment with Respect to Counts VI

and VII of Defendants’ Counterclaims (Trade Slander/Libel and

Defamation, Respectively) will be Denied.

Rather than restate the standards of review with respect to defamation and

trade slander/libel claims, the court incorporates these standards by reference as set

forth above.

Snyder’s defamation and trade slander/libel claims are based on Moore’s

statements to Capital Blue Cross, Snyder’s employer at the time, regarding her

qualifications for the position she held. Specifically, Moore sent an email on

September 21, 2019 at 1:17 a.m. to Capital Blue Cross, Snyder’s employer, titled

“Snyder character, acute and chronic behaviors…” in which he stated the

following:

I recall Emogene Renea Snyder was the recently hired Division

Director of Behavioral Health at Capital Blue Cross? I received a

message from Snyder (refer to IMG_0613-1.jpeg) using an app ordered

by the York County Court of Common Pleas). I fear the message

received has already been reviewed by the court (as all messages are),

shared and will have consequences for Snyder’s personal and

professional career. Normally, communications such as these are

ignored but after years tolerating unnecessary “random” audits and

complaints, as a licensed behavior health physician, I am speaking up

against bullying.

In the state of Pennsylvania, substance use disorders are managed under

behavioral health. My practice manages both substance use disorders

and/or mental health disorders. Snyder’s message to me states that our

daughter, cannot be exposed to the “population” which my office,

Associates In Medical Toxicology manages.

As a disclaimer, the business of Healthcare Insurance is not my area of

specialty. Meanwhile, if an insurance executive director has strong

negative feelings about the “population” in which they control millions

of dollars, my understanding is that it would be a conflict of interest for

the employer? (Especially if the public became aware of this?)

Has news media, social media, the public, community, etc discovered

this which would be unfortunate for CBC?

Seems like this is the type of material which could destroy personal

career in behavior health and the insurance industry?

I recall Snyder currently works for this “population” so her words seem

hypocritical.

Per her public statement, she has over a decade experience with this

“population.”

I believe she was awarded Federal and State money to help the

“population.”

If she feels negatively about the “population” which she was paid

$450,000 to manage per year, maybe she applied for the wrong PCCD

grant?

She received PCCD funding for multiple years.

The PCCD legal department has been informed multiple times as has

DDAP about the necessity for a detailed audit of your executive

director’s behavior. PCCD is choosing to ignore Snyder’s publicly

abandoned grant materials, unpaid invoices, abandoned company

materials, etc. We have photos, videos, invoices and testimony which

aligns with my statements. Both Departments have ignored the

recommendation of our legal team, unfortunately.

Snyder currently advertises on psychology today to treat this

“population?“

https://www.psychologytoday.com/us/treatment-rehab/renea-snyder-

therapy-harrisburg-pa/377160

(Doc. 181-19 (errors and underlining in original).) Moore attaches to his email an

article from Psychology Today; what appears to be a billing/claim statement from

Capital Blue Cross to Migliore; a screenshot of Snyder’s therapy website; a text

message exchange between Snyder and Moore regarding custody of their child;

and a screenshot of Migliore’s website. (Id.)

With respect to Snyder’s claim for trade slander/libel, the court finds that

Snyder has failed to produce evidentiary support of a resulting pecuniary loss

based on the statements made by Moore. While Snyder testified that her title was

changed soon after the email from Moore and that her new role was in a less

public-facing position, she admitted that her “pay did not change[.]” (Doc. 181-7,

pp. 15−16.) Moreover, when Snyder’s employment was terminated by Capital

Blue Cross, she was told that her discharge was due to a “reorganization of the

company.” (Id. at 15.) There has been no evidence produced indicating that the

reason for Snyder’s discharge was Moore’s statements to Capital Blue Cross.

Therefore, summary judgment is not warranted on this claim.

With respect to Snyder’s claim for defamation, the court notes that there is

no pecuniary loss requirement. A reasonable jury could find that Moore’s email to

Capital Blue Cross was defamatory in nature, published by Moore, was applicable

to Snyder, that Capital Blue Cross understood its defamatory meaning, and that the

email was intended to be applied to Snyder. Indeed, a project manager at Capital

Blue Cross appeared to believe that Moore’s email was “[p]ersonal slander of a

CBC employee by a CBC provider.” (Doc. 181-19, p. 2.) However, a reasonable

jury could also find that Moore’s email did not “so to harm the reputation of

[Snyder] as to lower [her] in the estimation of the community or to deter third

persons from associating or dealing with [her]” because Capital Blue Cross did not

fire her, and instead retained her in a different position with no change to her

compensation. Graboff, 744 F.3d at 135 (quoting 42 PA. CONST. STAT. § 8343(a)).

The jury would need to weigh this evidence to determine whether Snyder’s

defamation claim against Moore would succeed. Accordingly, Snyder is not

entitled to summary judgment on this claim and her motion will be denied.

CONCLUSION

For the foregoing reasons, the court will grant in part and deny in part the

partial motion for summary judgment. (Doc. 180.) An appropriate order will

issue.

s/Jennifer P. Wilson

JENNIFER P. WILSON

United States District Court Judge

Middle District of Pennsylvania

Dated: March 30, 2022