# ALBRIGHT v. CONCURRENT TECHNOLOGIES CORPORATION

> District Court, W.D. Pennsylvania · September 30, 2022

URL: https://www.frixlaw.com/law-library/cases/10418168

## Case

- **Court:** District Court, W.D. Pennsylvania
- **Decided:** September 30, 2022
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/10418168

## How later opinions describe it (automated extraction)

- explaining that the court may consider in ruling on a Rule 12(b)(6) motion “undisputedly authentic documents if the complainant’s claims are based upon these documents”

## Opinion text

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
BRIAN ALBRIGHT, et al., )
Plaintiffs,
VS. Civil Action No. 3:21-cv-112
) Judge Stephanie L. Haines
CONCURRENT TECHNOLOGIES )
CORPORATION, ef al., )
Defendants.
OPINION
Plaintiffs commenced this action on June 28, 2021 by filing a three-count Complaint (ECF
No. 1) against their former employers, Defendants Concurrent Technologies Corporation (“CTC”)
and Enterprise Ventures Corporation (“EVC”), as well as Defendant Concurrent Technologies
Corporation Foundation (“CTC Foundation”). Plaintiffs allege the following counts against
Defendants: breach of contract (Count I); unjust enrichment (Count 1); and intentional infliction
of emotional distress (Count III). In their prayer for relief, Plaintiffs also include a request for

punitive damages and attorneys’ fees. Pending before the Court is Defendants’ Motion to Dismiss
Plaintiffs’ Complaint Pursuant to Fed. R. Civ. P. 12(b)(6) (ECF No. 15) and Memorandum of Law □

in Support (ECF No. 16) wherein Defendants request the Court to dismiss Plaintiffs’ Complaint in
its entirety. On September 28, 2021, Plaintiffs filed a Brief in Opposition to the Motion to Dismiss
(ECF No. 22), and Defendants filed a Reply Brief (ECF No. 26) in support of their Motion to
Dismiss on October 6, 2021. This matter is fully briefed and ripe for disposition.
For the reasons set forth below, the Court will GRANT IN PART and DENY IN PART
Defendants’ Motion to Dismiss (ECF No. 15). The Court will grant Defendants’ motion as to all
claims against CTC Foundation, and CTC Foundation will be dismissed from this matter, without

prejudice. The Court will also grant Defendants’ motion as to Plaintiffs’ IED claim at Count II],
Plaintiffs’ claim for punitive damages, and Plaintiffs’ claim for attorneys’ fees, and these claims
will be dismissed with prejudice. However, the Court will DENY Defendants’ motion in all other
respects.
I. Background
The following facts are accepted as true for the purpose of the pending motion to dismiss
(ECF No. 15):
Plaintiff Brian Albright was employed by CTC in Johnstown, Pennsylvania from September,
1994 through December, 2009, by CTC in Huntsville, Alabama from January, 2010 through June,
2018, and by EVC in Huntsville, Alabama from July, 2018 until May 6, 2020 (ECF No. 1 at {ff 3,

60). Plaintiff Richard Newman was employed by CTC in Huntsville, Alabama from May, 2008
through June, 2018; and then by EVC from July, 2018 until May 6, 2020. Jd. Plaintiff Jacob
Mullins was employed by EVC in Huntsville, Alabama from November, 2015 until May 6, 2020.
Id.
In 2016, Plaintiffs, along with two other employees, (referred to as the “Technical Team”),
invented a proprietary TALON/GVCS/CARC Z coating system (referred to as the “TALON
Invention”). According to the Complaint, CTC realized the TALON Invention had the potential
to become a very valuable asset that could result in CTC receiving lucrative contracts from the
U.S. government with substantial profits realized from future sales of the TALON Invention. Jd.
at 16. At the time the TALON Invention was developed, the CTC IP Manual, 4th revision □□□
rev. version”) was in effect, which contained a CTC Intellectual Property Reward System Program
(“IP Reward Program”). This IP Reward Program was “designed to reward individuals and team

contributions for their successful development of intellectual property that may have value to the
Company” that resulted in utility patent filings. Jd. at 17.
On December 5, 2016, the Technical Team, including Plaintiffs, was accepted in the IP
Reward Program for the TALON Invention, though the CTC Intellectual Property Committee (“IP
Committee”) decided that the TALON Invention would be kept as a trade secret rather than seeking
patent protection. On December 14, 2016, the CTC IP Committee agreed that the IP Reward
Program in the 4" rev. version of the IP Manual related to patent rewards would apply to the trade
secret TALON Invention. Jd. at 417.
The 4" rev. version of the IP Manual sets forth an award structure based on the development
of IP technology. As to eligibility, it provides:
“To be eligible for an award, an individual must be an active employee, in good
standing, of CTC or its affiliate companies. These awards are NOT available to
members of the CTC Intellectual Property Committee, unless that member develops a
new invention and removes himself/herself from any further evaluation and processing
of the idea.”
In January, 2017, the Technical Team received checks pursuant to the IP Reward Program in the
amount of $2,250.00, or $450.00 for each team member, less taxes. Jd. at (24. In the event the
technology was licensed or sold, participants in the program would receive 20% on the first
$100,000 in fees or royalty income after deductions for patent costs, 15% on income between
$100,000 and $500,000, and 10% on income above $500,000. Id. at 418.
In October, 2017, a 6" rev. IP Manual (“6" rev. version”) was released.! Id. at (26. The 6h

rey. version changed the IP Reward Program by reducing the percentage of compensation, making
the compensation calculated from the net income after expenses and operating costs, and capping

' The parties dispute the timing and release of the 5" rev. IP Manual, but this dispute has no bearing
on Defendants’ pending motion.

the total reward at $50,000.00. Jd. at §27. The 6" ver. also revised the eligibility provision to
state:
“Recipients must be employed by the Company or its affiliates in order to receive
incentive compensation associated with this program. In those instances where a
distribution of a portion of an award would be to an employee or employees who are
no longer with the company, their share(s) will be retained by the entity responsible
for payment and utilized as determined by senior management.”
Plaintiff Albright contacted Michael L. Tims, Chairman of the CTC IP Committee (“Tims”),
to discuss the updated versions of the IP Manual. Plaintiffs plead that Tims stated he believed the
changes would not affect the Technical Team’s compensation under the IP Reward Program
because the program’s compensation process was initiated under the 4th rev. version. Jd. at {35.
Plaintiffs assert Tims repeatedly assured Plaintiffs that the IP Reward Program as defined in the
4th rev. version was still active with respect to Plaintiffs’ receiving award payments in accordance
with the IP Reward Program. /d. at (65. Plaintiffs’ Complaint attaches a statement by Tims that
provides as follows:
As the initial instance of securing protection as a trade secret, which was not explicitly
defined at that time in the CTC Intellectual Property Reward Program Chapter of the
CTC IP Manual, the IP Committee agreed, via committee vote on 14 December 2016,
to apply to the inventive team the guidelines within the IP Manual related to patent
rewards. At that time Revision 4 of CTC’s IP Manual was active. Under this policy
the initial IP compensation award payments were made to each of the developers. This
process initiated the compensation program cited within CTC Intellectual Property
Manual, Revision 4, Chapter 5, CTC Intellectual Property Reward Program by issuing
payment of $450.00 per team member in the Spring of 2017.
(ECF No. 1-1).
Based on this assurance, the Technical Team’s main efforts then were devoted to making
the TALON Invention as profitable as possible. Jd. at 437. With this change in responsibility,
CTC’s management decided the members of the Technical Team would be moved to Defendant
EVC, the for-profit, wholly-owned subsidiary of CTC in its Huntsville, Alabama facility. Jd. at

937. After the transfer, Plaintiffs plead that EVC management and personnel were openly hostile
to them. Specifically, Plaintiffs allege EVC management pulled highly successful programs from
Plaintiff Albright’s management and replaced him with managers having no experience or
background in these programs, and EVC management made several false accusations of security
infractions. Id. at ]41. Plaintiff Newman was eventually demoted, told he would no longer be in
management after the next reorganization, and denied the opportunity to apply for internal postings
within the company. Jd. at §]48-49. In addition to harassment, several of the personnel in the
TALON group were given salary cuts. Jd. All members of the TALON group lost their vacation
time, retirement plan matching was reduced from 6% to 3% with EVC, and accrued leave was
shortened by one week. /d. at 441.
Plaintiffs decided to remain employed by EVC, and chose not to seek lucrative
employment elsewhere, because the reward they would receive under the IP Reward Program from
the TALON Invention sales would be significant. Jd. at ¥§43-44. Shortly after the move to EVC,
Plaintiff Newman also contacted Tims to discuss concerns about whether his transition from CTC
to EVC would void their IP Reward Program. /d. at 45. Tims assured Plaintiff Newman, as he
had previously assured Plaintiff Albright, that the move to EVC would not affect the IP Reward
Program as to the TALON Invention. /d.
In 2020, the environment at EVC became worse after production of the TALON products
moved from Huntsville, Alabama to Johnstown, Pennsylvania. /d. at 953. Plaintiffs contend it
seemed their employment with CTC/EVC was not welcome and that management was
intentionally trying to get the Plaintiffs to leave the Company. Jd. at §57. Plaintiffs contend that
they suffered emotional distress due to the ongoing harassment. Jd. at {68. Because of the
emotional stress, Plaintiff Albright was diagnosed with high blood pressure, Plaintiff Mullins had

chronic insomnia, and Plaintiff Newman was diagnosed with irritable bowel syndrome-
constipation and developed sleep apnea. Jd. at (69-71.
On May 5, 2020, the EVC Huntsville, Alabama office was acquired by Applied Research
Associates (“ARA”)’ and Plaintiffs were required to transition over to ARA. Id. at {60. All EVC
personnel, except for Plaintiffs and personnel related to the TALON Invention, remained with
EVC. Jd. Plaintiffs were not offered an option to stay with EVC and had no viable alternative at
the time but to transition over to ARA. /d. At the time of the transfer, Plaintiffs still believed they
would receive compensation for the TALON Invention through the IP Reward Program. Id.
Five months after their transition to ARA, Defendants CTC/EVC were awarded a $2.1
million contract for the TALON products. /d. at §62. After transitioning to ARA, Plaintiffs sent
a letter to CTC/EVC through their attorney requesting their award payments as of that date and

assurance that their future payments pursuant to the IP Reward Program would be forthcoming.
Id. at ]63. Defendants replied that Plaintiffs would receive no future payments pursuant to the IP
Reward Program Agreement. Jd.
Plaintiffs plead that, as of February, 2021, prior to being acquired by ARA, CTC/EVC has
been awarded contracts with the United States government directly related to the TALON
Invention having a value of approximately $7,000,000, and after the ARA acquisition, CTC/EVC
has been awarded contracts with the United States government and Defense contractors that total
approximately over $3,100,000 directly related to the TALON Invention. Jd. at 973. Plaintiffs
project, based on these initial sales and pending future markets, the overall TALON Invention
value is approximately $100,000,000 to $150,000,000 in annual revenue. Jd. Plaintiffs assert they

2 The parties appear to agree that ARA is a sperate corporate entity with no affiliation with
Defendants.

are entitled to the percentage of these sales under the IP Reward Program in the 4" rey, version of
the IP Manual, and that Defendants have breached their obligations to Plaintiffs by refusing to pay
this compensation.

Il. Legal Standard
To survive a motion to dismiss under Rule 12(b)(6), a plaintiff must allege “only enough
facts to state a claim to relief that is plausible on its face.” Bell Atl. v. Twombly, 550 U.S. 544, 570
(2007). “A claim has facial plausibility when the plaintiff pleads factual content that allows the
court to draw the reasonable inference that the defendant is liable for the misconduct
alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). When there are well-pleaded factual
allegations, a court should assume their veracity and then determine whether they plausibly give
rise to an entitlement to relief. Jd. at 664. To avoid dismissal, plaintiffs “must allege facts to
‘nudge [their] claims across the line from conceivable to plausible.” Mann v. Brenner, 375 F.
App’x 232, 235 (3d Cir. 2010) (quoting Twombly, 550 U.S. at 570).
Under the pleading regime established by Twombly and Iqbal, a court reviewing the
sufficiency of a complaint must take three steps. First, it must “tak[e] note of the elements [the]
plaintiff must plead to state a claim.” Iqbal, 556 U.S. at 675. Second, it should identify allegations
that, “because they are no more than conclusions, are not entitled to the assumption of truth.” /d. at
679, In this regard, legal conclusions must be supported by factual allegations. /d.; see also Burtch

v. Milberg Factors, Inc., 662 F.3d 212, 224 (3d Cir. 2011) (“Mere restatements of the elements of

a claim are not entitled to the assumption of truth”). Finally, “[w]hen there are well-pleaded factual
allegations, [the] court should assume their veracity and then determine whether they plausibly
give rise to an entitlement to relief.” Iqbal, 556 U.S. at 679.
This Court may not dismiss a Complaint merely because it appears unlikely or improbable
that Plaintiff can prove the facts alleged or will ultimately prevail on the merits. Twombly, 550

U.S. at 563 n.8. Instead, this Court must ask whether the facts alleged raise a reasonable
expectation that discovery will reveal evidence of the necessary elements. Jd. at 556. Generally
speaking, a complaint that provides adequate facts to establish “how, when, and where” will
survive a motion to dismiss. Fowler v. UPMC Shadyside, 578 F.3d 203, 212 Gd Cir. 2009). In
short, a motion to dismiss should not be granted if a party alleges facts, which could, if established
at trial, entitle him/her to relief. Twombly, 550 U.S. at 563 n.8.
Il. Analysis
A. CTC Foundation
Defendants argue CTC Foundation should be dismissed because Plaintiffs did not include

any specific allegations against CTC Foundation in the Complaint. In response, Plaintiffs contend
their allegations against CTC and EVC apply equally to CTC Foundation under the theory of
“affiliated corporate liability.” Plaintiffs contend the actions of CTC and EVC described in the
Complaint may be attributed to CTC Foundation because these entities share common ownership,
common directors and/or officers, control, policies emanating from a common source, and
dependency of operations.
Plaintiffs were never employed by CTC Foundation. No direct allegations are made in the
Complaint that would attribute any liability to CTC Foundation. Plaintiffs also do not plead any
facts to support that the alleged liability of CTC and EVC can be attributed to CTC Foundation, a
separate corporate entity. Accordingly, the Court will grant Defendants’ request to dismiss CTC
Foundation from this matter. However, this dismissal shall be without prejudice in the event that
discovery later supports CTC Foundation should be joined as a party to this matter.

B. Count I- Breach of Contract
As a preliminary issue, the Complaint does not attach the 4th rev. version, 5" rev. version,
or the 6" rev. version of the IP Manual. Rather, Defendants have filed these documents under seal
(ECF No. 19) after the Court granted Defendants leave to do so (ECF No. 14). The parties do not
dispute the authenticity of these documents, and they both rely on these documents in their filings.
Accordingly, the Court finds it is appropriate to consider these documents in ruling on Defendants’
pending motion. See Mayer v. Belichick, 605 F.3d 223, 230 (3d Cir. 2010) (explaining that the
court may consider in ruling on a Rule 12(b)(6) motion “undisputedly authentic documents if the
complainant’s claims are based upon these documents”).
When interpreting a contract, the court first considers the intent of the parties as expressed
by the words used in the contract. Atkinson v. LaFayette Coll., 460 F.3d 447, 452 (3d Cir. 2006).
If those words used in the contract are unambiguous, then, as a matter of law, those words
control. Bohler—Uddeholm America, Inc. v. Ellwood Group, Inc., 247 F.3d 79, 92-93 (3d Cir.
2001). The court considers individual terms in the context of their entire contractual provision
when determining the intent of the parties. NorFab Corp. v. Travelers Indem. Co., 555 F.Supp.2d
505, 509 (E.D. Pa. 2008). Acontract provision “contains an ambiguity if it is reasonably
susceptible of different constructions and capable of being understood in more than one
sense...[C]ontractual terms are ambiguous if they are subject to more than one reasonable
interpretation when applied to a particular set of facts.” Baran v. George Weston Bakeries, Inc.,
209 A.3d 488, 2019 Pa. Super. Unpub. LEXIS 44, 2019 WL 126783, at *3 (Pa. Super. Ct. 2019)
(citing Ramalingam v. Keller Williams Realty Grp., Inc.,2015 PA Super 172, 121 A.3d 1034, 1046
(Pa. Super. 2015)); see Welded Constr., L.P. v. Prime NDT Servs. (In re Welded Constr., L.P.),
605 B.R. 35, 41 (Bankr. D. Del. 2019).

Defendants argue Plaintiffs’ breach of contract claim should be dismissed because they
were not active employees of CTC or EVC at the time of the award of the contracts for the TALON
products. Under this argument, the phrase “eligible for an award” as used in the 4" rev. version
of the IP Manual means “qualified for payment,” meaning the IP Manual requires Plaintiffs to be
active employees in good standing to be qualified for any payment under the IP Reward Program.
Though Defendants argue the 6" rev. version applies to Plaintiffs’ claims, they contend that both
versions require the recipients of any award to be active employees, and thus Plaintiffs’ claims fail
under both the 4" rev. version and the 6" rev. version.
Defendants state the Court may rule on which version of the IP Manual applies to Plaintiffs’
claims as a matter of law, but Plaintiffs have alleged they were told on several instances by Tims
that the 4" rev. version would apply to their rewards from the TALON Invention. Plaintiffs’
allegations concerning Tims’ representations create a factual dispute that precludes the Court from
ruling on this issue at the motion to dismiss stage. Further, the Court must accept this factual
allegation as true at this stage and will therefore apply the applicable language in the 4 rey, version
to Plaintiffs’ claims. See Connelly v. Lane Constr. Corp., 809 F.3d 780, 791 (3d Cir. 2016)
(“[w]hen there are well-pleaded factual allegations, [the] court should assume their veracity and
then determine whether they plausibly give rise to an entitlement to relief.” (quoting Iqbal, 556
U.S. at 679)).
The 4" rey. version of the IP Manual is approximately 40 plus pages long and almost
exclusively devoted to guiding employees through the extensive and multi-step process by which

an employee may apply for admission into the IP Reward Program. There is very little in the
manual defining the relationship between the company and employee after initial acceptance into
the program. Plaintiffs interpret the language in the 4th rey, version to mean that, in order to be

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eligible for acceptance in the IP Reward Program, an individual had to be an active employee, in
good standing. Plaintiffs argue the language of the 4" rey. version only requires “active”
employment for the initial payment under the IP Reward Program and/or for initial consideration
for participation in the IP Reward Program. They state “eligible” is interpreted as being eligible
to receive rewards by being chosen to participate in the IP Reward Program, which they were in
2016.
The 6" rev. version clearly defines that, for employees no longer with the company, their
share will be retained by the entity responsible for payment and utilized as determined by senior
management. Unlike the 6" rev. version, the 4" rev. version is silent as to the companies’
responsibilities for an employee’s share of the award in the event the company transfers that
employee’s employment to another entity. The 4" rev. version, and the record as it stands, is not
clear on how the parties intended to handle such a situation.
The Court therefore finds the above cited contract language unclear and arguably
ambiguous. Discovery may ultimately prove Defendants’ termination of Plaintiffs’ employment
acts as a complete bar to recovery, but this matter is before the Court on a motion to dismiss, rather
than one for summary judgment. Therefore, the issue is whether Plaintiffs have adequately
pleaded: 1) that a contract exists between the parties, 2) that Defendants breached that contract,
and 3) that Plaintiffs incurred resulting damages. The parties do not appear to dispute the existence
of a contract, and at this time, there is insufficient information before the Court to determine
conclusively that Plaintiffs are not entitled to their claimed compensation as a matter of law. The
Court will therefore deny Defendants’ motion to dismiss as to Count I.
C. Count I- Unjust Enrichment
Defendants assert Plaintiffs may not state a claim for unjust enrichment as a matter of law
because they are barred from recovery under either version of the IP Manual, and they fail to plead
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facts sufficient to state an unjust enrichment claim (ECF No. 26 at 6). Plaintiffs respond that their
unjust enrichment claim is pleaded in the alternative and sufficiently supported by factual
allegations.
“[A] party with an otherwise adequate remedy at law cannot claim unjust enrichment.
However, as there are sometimes inadequacies in contractual remedies at law, it is widely accepted
practice to pursue unjust enrichment in the alternative at the pleading stage.” Figueroa v. Point

Park Univ., 553 F. Supp. 3d 259, 275 (W.D. Pa. 2021). The elements necessary to state a claim
for unjust enrichment in Pennsylvania are: 1) benefits conferred on defendant by plaintiff; 2)
appreciation of such benefits by defendant; and 3) acceptance and retention of such benefits under
such circumstances that it would be inequitable for defendants to retain the benefit without
payment of value. Schenck v. K.E. David, Ltd., 446 Pa. Super. 94, 97, 666 A.2d 327, 328 (1995).
“The most important factor... is whether the enrichment of the defendant is unjust.” Walter v.
Magee—Womens Hosp., 876 A.2d 400, 407 (Pa. Super. Ct. 2005) (quoting Schenck, 666 A.2d at
328). Whether an enrichment is unjust is a factual question to be determined on a case-by-case
basis. Holtec Int’l y. ARC Machines, Inc., 492 F. Supp. 3d 430, 443 (W.D. Pa. 2020).
In this case, while the parties do not presently dispute the existence of a contract,
Defendants’ principal argument is that the contract does not entitle Plaintiffs to any compensation
payments. As previously stated, Plaintiffs’ entitlement to damages under a breach of contract
theory will be better resolved following discovery.
Defendants also argue Plaintiffs’ unjust enrichment claim fails because their work as at-
will employees on the TALON products do not confer a benefit on Defendants that it would be
unjust for Defendants to retain. Regarding the elements of their unjust enrichment claim, Plaintiffs
assert they adequately pleaded they conferred a benefit to Defendants due to their obligation to

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assign all of their inventions to Defendants; that Defendants only had knowledge and ownership
of the TALON Invention because of Plaintiffs’ development and continued refinement of the
TALON Invention; and that Plaintiffs have not been given their applicable reward payments
pursuant to Defendants’ obligation under the IP Reward Program as provided in 4" rey. version.
At this stage, it is not clear whether Plaintiffs’ actions to promote and develop the TALON
Invention were as part of their day-to-day duties or as part of their participation in the IP Reward
Program. Assuming Plaintiffs’ allegations to be true, and construing them in the light most
favorable to Plaintiffs as the pleading party, Connelly, 809 F.3d at 791, the Court is satisfied
Plaintiffs have stated a plausible claim of unjust enrichment.
D. Count II- WED
Defendants argue Plaintiffs’ ITED claim is barred by the exclusivity provision of the
Pennsylvania Workers’ Compensation Act (the “PWCA”). The PWCA provides that the liability
of an employer under this act shall be exclusive and in place of any and all other liability to such
employees. 77 P.S. §481(a). The purpose of the PWCA is to “‘provide employees with
compensation for injuries sustained within the scope of their employment. ..without the burden of
establishing fault.” Abbott v. Anchor Glass Container Corp., 758 A.2d 1219, 1224 (Pa. Super.
2000) (quoting Snyder v. Specialty Glass Products, Inc., 658 A.2d 366, 369 (Pa. Super. 1995)).
The PWCA defines “injury” and or “personal injury” as “an injury to an [employee], regardless of
[her] previous physical condition arising in the course of [her] employment and related thereto. 77
P.S. § 411(1).
A limited exception exists under the PWCA for a “personal animus” or “third-party
attack.” The PWCA provides that the term injury “shall not include an injury caused by an act of

a third person intended to injure the [employee] because of reasons personal to [her], and not

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directed against [her] as an [employee] or because of [her] employment.” Jd. Courts have
explained that where the animosity develops because of a work-related dispute, then it is
employment related and the employee’s only remedy is under the PWCA. See Abbott, 758 A.2d
at 1224. There is a rebuttable presumption that the injury is work related where it occurs on the
premises of the employer. Jd.
Defendants also argue that, even if taken as true, their conduct does not rise to the level of
“extreme and outrageous.” To recover for intentional infliction of emotional distress, a plaintiff
must show that defendant’s conduct was (1) extreme and outrageous; (2) intentional or reckless;
and (3) causes severe emotional distress. Williams v. Guzzardi, 875 F.2d 46, 52 (3d Cir. 1989).
The standard for “extreme and outrageous” conduct is very high under Pennsylvania law. Cox v.
Keystone Carbon Co., 861 F.2d 390, 395 (3d Cir. 1988). “Indeed, the only instances in which
courts applying Pennsylvania law have found conduct outrageous in the employment context is
where an employer engaged in both sexual harassment and other retaliatory behavior against an
employee.” Id. .
Even construing the allegations in the Complaint in the light most favorable to Plaintiffs,
Defendants’ actions do not fit within the personal animosity exception. Plaintiffs’ allegations of
the harassment and hostility from (unnamed) EVC management and Plaintiffs’ loss of salary and
benefits are work related and clearly based on their employment with EVC. Though Plaintiffs
plead these actions caused them to suffer from medical conditions, ultimately these claims are
barred by the exclusivity provision of the PWCA. As the Court will dismiss Plaintiffs’ NED claim

on this basis, it need not address Defendants’ argument that Plaintiffs failed to meet the requisite
“extreme and dangerous” standard.
E. Punitive Damages and Attorneys’ Fees

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Lastly, Defendants contend Plaintiffs’ claims for punitive damages and attorneys’ fees
should be dismissed. As to punitive damages, because Plaintiffs’ breach of contract and unjust
enrichment claims are the only remaining substantive claims, the Court finds that it is appropriate
to dismiss Plaintiffs’ claim for punitive damages. DiGregorio v. Keystone Health Plan E., 2003
PA Super 509, 840 A.2d 361, 370 (Pa. Super. Ct. 2003) (plaintiff cannot recover punitive
damages for an action sounding solely in breach of contract); Williamsburg Commons Condo.
Ass'n v. State Farm Fire & Cas. Co., 907 F. Supp. 2d 673, 680 n. 7 (E.D. Pa. 2012) (unjust
enrichment is a “quasi-contract” remedy for which punitive damages are unavailable), Riley v.
Timmons Constr. LLC, Civil Action No. 21-286, 2022 U.S. Dist. LEXIS 35044, at *27 (W.D. Pa.
Feb. 28, 2022) (dismissing punitive damages claim when breach of contract and unjust enrichment

were only remaining substantive claims).
Regarding Plaintiffs’ request for attorneys’ fees, Defendants correctly state that Plaintiffs
have failed to address any grounds for entitlement to attorneys’ fees. “[I]n the absence of an
agreement or statute providing for attorneys’ fees, the American rule is that ‘the prevailing litigant
is ordinarily not entitled to collect a reasonable attorneys’ fee from the loser.’” O’Brien v.
Travelers Prop. & Cas. Ins. Co., 65 F. App’x 853, 856 (3d Cir. 2003) (quoting Alyeska Pipeline
Serv. Co. v. Wilderness Soc’y, 421 U.S. 240, 247 (1975)). This rule holds true in Pennsylvania
“unless there is express statutory authorization, a clear agreement of the parties or some other
established exception.” McMullen v. Kutz, 985 A.2d 769, 775 (Pa. 2009) (quoting Mosaica
Academy Charter School v. Com. Dept. of Educ., 813 A.2d 813, 822 (2002)); Best Med. Int'l v.
Buchanan Ingersoll & Rooney PC, Civil Action No. 20-1077, 2021 U.S. Dist. LEXIS 49048 (W.D.
Pa. Mar. 15, 2021) (granting motion to dismiss claim for attorneys’ fees in breach of contract

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action). Because Plaintiffs have not identified any statutory or contractual fee shifting provisions,
they cannot seek recovery of attorneys’ fees with respect to their claims in this matter.
IV. Conclusion
At this stage in the proceedings, Plaintiffs need only set forth sufficient facts to state a
claim to relief that is plausible on its face and allows the Court to draw the reasonable inference
that the Defendants are liable for the misconduct alleged. Here, the Complaint sets forth breach
of contract and unjust enrichment claims against Defendants. However, the Court finds Plaintiffs’
ITED claim against Defendants is barred by the Pennsylvania Workers’ Compensation Act, and
the Court will grant Defendants’ request to dismiss this claim. Plaintiffs’ claim for punitive
damages is likewise dismissed as such damages are not available under the remaining breach of
contract and unjust enrichment claims. Plaintiffs have also failed to state any basis for entitlement
to attorneys’ fees, and the Court will dismiss this claim. Additionally, as Plaintiffs fail to state any
claim against CTC Foundation, CTC Foundation will be dismissed without prejudice as a
defendant in this matter. Defendants are directed to file their answer and affirmative defenses on

or before October 21, 2022.

An appropriate Order follows.

DATE Sp paneer AO (06a ay | □

_Stephanie L. Haines
United States District Judge

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10418168. Public record. Not legal advice.