Eynon, S. v. United States Steel Corp.

J-A26036-24

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

SUSAN C. EYNON, AN INDIVIDUAL, : IN THE SUPERIOR COURT OF

AND THOMAS M. WHITE, AN : PENNSYLVANIA

INDIVIDUAL, ON BEHALF OF :

THEMSELVES AND ALL OTHER :

PERSONS SIMILARLY SITUATED :

:

Appellants :

:

: No. 673 WDA 2023

v. :

:

:

UNITED STATES STEEL :

CORPORATION, A DELAWARE :

CORPORATION :

Appeal from the Order Entered April 25, 2023

In the Court of Common Pleas of Allegheny County Civil Division at

No(s): G.D. No. 20-003630

BEFORE: BOWES, J., BECK, J., and BENDER, P.J.E.

MEMORANDUM BY BENDER, P.J.E.: FILED: MARCH 18, 2025

Appellants, Susan C. Eynon, an individual, and Thomas M. White, an

individual, on behalf of themselves and all other persons similarly situated,

appeal from the trial court’s April 25, 2023 order granting Appellee’s, United

States Steel Corporation, a Delaware Corporation (“U.S. Steel”), motion for

judgment on the pleadings. We affirm.

In Appellants’ amended complaint, they alleged, inter alia, that they

both had their employment terminated by U.S. Steel in the spring of 2016,

due to reorganization and downsizing of U.S. Steel’s work force. Amended

Complaint, 3/22/22, at ¶¶ 8-9, 11. They believed that approximately 300

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other non-union employees of U.S. Steel similarly had their employment

terminated in 2016. Id. at ¶¶ 10-11. These 300 other non-union employees

constitute the putative class. Id. at ¶ 10.

According to Appellants, in or about 2005, U.S. Steel promulgated a

Short-Term Incentive Plan for Non-Union Salaried Employees (“STIP” or

“Plan”), through which its non-union employees would receive annual bonus

payments. Id. at ¶ 12. Appellants attached a 2015 version of the Plan to

their amended complaint, stating that it governed. See id. at ¶ 50.1

Appellants claimed that they and the putative class understood that the quality

of their job performance was a principal factor in determining the bonus they

would receive, and they worked to maximize their bonus payment. See id.

at ¶¶ 15, 52; see also id. at ¶ 13 (“Under the Plan, bonus payments to non-

union employees were computed according to a standard financial formula

and were based on a rating system by which the performance of individual

employees, and the units or departments in which they worked, was reviewed

and measured.”); id. at ¶¶ 19, 52, 58 (acknowledging that, in addition to the

performance of individual employees and units, U.S. Steel’s operating

revenues and earnings was also a factor in determining the bonus to be paid

under the Plan). They alleged that U.S. Steel and its non-union employees

mutually understood that the bonus was earned in the year the work was

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1 We further discuss the terms of the 2015 Plan infra. Briefly, though,

Appellants maintain that Section 6(A) of the 2015 Plan “provided for a bonus

payment to terminated employees for work performed up to termination in a

given year, 2016 in this instance.” Appellants’ Brief at 7 (citations omitted).

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performed, and that the right to the bonus payment vested in that year. Id.

at ¶ 17. Appellants said that, historically, U.S. Steel paid the bonus to its non-

union employees in March of the following year, including prorated bonus

payments to terminated employees for the months they had worked in the

year that their employment had been terminated. Id. at ¶¶ 18, 20; see also

id. at ¶ 19 (“With the exception of one or two years between 2005 and 2016,

when earnings were not sufficient to fund bonus payments, U.S. Steel

routinely paid bonuses to its non-union employees, including employees

whose employment had been terminated without cause.”). However,

Appellants averred that, when U.S. Steel distributed the 2016 bonus payments

to its non-union employees in March of 2017, Appellants and other members

of the putative class received no bonus payment for their work in 2016. Id.

at ¶ 22. They alleged that, after accepting their work, U.S. Steel unilaterally

decided to withhold the promised bonus payments from Appellants and the

putative class solely because their employment had been terminated. Id. at

¶ 23. As a result, Appellants brought claims against U.S. Steel for breach of

implied-in-fact contract; violation of the Wage Payment and Collection Law

(“WPCL”), 43 P.S. §§ 260.1-260.45; promissory estoppel; and unjust

enrichment.

In response to Appellants’ amended complaint, U.S. Steel filed an

answer and new matter. Among other things, U.S. Steel stated that the

purpose of the Plan was to provide non-represented employees with an

opportunity to earn an incentive award based upon the achievement of

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corporate, unit, and individual performance goals during the calendar year in

question. Answer and New Matter, 7/29/22, at ¶ 98. It explained that,

effective January 1, 2007, and as of the first day of each year thereafter, U.S.

Steel has amended and restated the Plan, such that each amended and

restated Plan supersedes and displaces the previously operating iteration of

the Plan. Id. at ¶ 100. U.S. Steel said that the 2016 Plan — not the 2015

Plan — governed the performance period from January 1, 2016 through

December 31, 2016. Id. at ¶ 103. The 2016 Plan, which U.S. Steel attached

to its answer and new matter, stated that Appellants and other non-union

employees would not be eligible to be considered for a bonus payment if their

employment was terminated for any reason prior to the end of 2016. See id.

at ¶¶ 67, 101.

U.S. Steel further alleged that, when Appellants were advised that they

were being laid off, they were presented with an Application for Benefits under

the Supplemental Unemployment Benefit Program and Release (“Release”).

See id. at ¶¶ 104-13. U.S. Steel claimed that both Appellants completed and

executed the Release, and delivered it to U.S. Steel. Id. According to U.S.

Steel, Appellants and members of the putative class who executed the Release

waived their right to bring the at-issue claims. Id.

Appellants thereafter filed a reply to U.S. Steel’s new matter.

Appellants, inter alia, denied that the 2015 Plan was superseded and displaced

on January 1, 2016, and averred that the actual amendment of the 2015 Plan

did not occur until on or after October 28, 2016. Answer to New Matter,

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8/7/22, at ¶ 101; see also id. at ¶ 100 (stating that “[t]he Plan usually was

amended by [U.S. Steel] many months after the calendar year began on

January 1”). Until the Plan was actually amended in 2016, Appellants alleged

that non-represented employees of U.S. Steel worked under, and were

entitled to be paid their bonuses pursuant to, the terms of the 2015 Plan. Id.

Moreover, while Appellants admitted that they executed the Release, they

denied that the Release discharges U.S. Steel from its obligation to pay the

promised 2016 bonus to Appellants, or that the Release constitutes a waiver

of their claim to that bonus. Id. at ¶¶ 105-07, 109-11. Appellants also said

that U.S. Steel’s demand that valuable employee rights be waived and

released under these circumstances is unconscionable and violative of U.S.

Steel’s duty of good faith and fair dealing. See id. at ¶¶ 106, 110.

Following the closing of the pleadings, U.S. Steel filed a motion for

judgment on the pleadings. It argued that: (1) Appellants’ claims are barred

under the Release that they executed; (2) alternatively, on the merits, each

of their claims fails as a matter of law; and (3) alternatively, Appellants’ WPCL

claim is time-barred under the three-year statute of limitations. Appellants

thereafter filed a response in opposition. U.S. Steel later filed a reply.

The trial court granted U.S. Steel’s motion for judgment on the

pleadings. Appellants filed a timely notice of appeal. The trial court did not

order Appellants to file a concise statement of errors complained of on appeal

pursuant to Pa.R.A.P. 1925(b). It later filed a Rule 1925(a) opinion, explaining

that Appellants released any claims that they could have made under the Plan

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by signing the Release. Trial Court Opinion, 11/20/23, at 3-5 (unnumbered).

It did not address the other alternative arguments U.S. Steel raised in support

of its motion. See id. at 5 (unnumbered).

On appeal, Appellants raise the following issues for our review:

1. Did the [t]rial [c]ourt commit clear error of law in failing to

interpret the subject Release in accordance with controlling

Pennsylvania contract principles governing the interpretation and

application of releases?

2. Did the [t]rial [c]ourt commit clear error of law in failing to

recognize that the Release is a contract of adhesion, that the

Release is against Pennsylvania public policy relating to protection

of employees and employee earnings, and that the application of

the Release to bar the claim for bonus is unconscionable under the

circumstances of this case?

Appellants’ Brief at 3.

Initially, we observe that, “[a]fter the relevant pleadings are closed, but

within such time as not to unreasonably delay the trial, any party may move

for judgment on the pleadings.” Pa.R.Civ.P. 1034(a). It is well-established

that:

A motion for judgment on the pleadings is similar to a demurrer.

It may be entered when there are no disputed issues of fact and

the moving party is entitled to judgment as a matter of law.

Appellate review of an order granting a motion for judgment on

the pleadings is plenary. The appellate court will apply the same

standard employed by the trial court. A trial court must confine

its consideration to the pleadings and relevant documents. The

court must accept as true all well[-]pleaded statements of fact,

admissions, and any documents properly attached to the

pleadings presented by the party against whom the motion is filed,

considering only those facts which were specifically admitted.

We will affirm the grant of such a motion only when the moving

party’s right to succeed is certain and the case is so free from

doubt that the trial would clearly be a fruitless exercise.

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Erie Ins. Exch. v. Mione, 253 A.3d 754, 759 (Pa. Super. 2021) (citation

omitted).

We also point out that “it is a well-settled doctrine in this Commonwealth

that a trial court can be affirmed on any valid basis appearing of record.”

Riverview Carpet & Flooring, Inc. v. Presbyterian SeniorCare, 299 A.3d

937, 957 n.14 (Pa. Super. 2023) (citation omitted). “The precept may be

applied even though the reason for sustaining the judgment was not raised in

the trial court, relied on by that court in reaching its decision, or brought to

the attention of the appellate courts.” Id. (citation omitted).2 Thus, while the

trial court granted U.S. Steel’s motion for judgment on the pleadings based

on the Release, we may affirm its order on any valid basis appearing of record,

including U.S. Steel’s alternative argument that Appellants’ claims fail as a

matter of law. For efficiency and ease of disposition, we turn first to U.S.

Steel’s argument that Appellants’ claims fail as a matter of law.3

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2 See also In re A.J.R.-H., 188 A.3d 1157, 1176 (Pa. 2018) (“The rationale

behind the ‘right for any reason’ doctrine is that appellate review is of the

judgment or order before the appellate court, rather than any particular

reasoning or rationale employed by the lower tribunal. … [A]n appellate court

may apply the right for any reason doctrine where the correct basis for the

ruling, order, decision, judgment or decree is clear upon the record. … The

doctrine thus may be applied by a reviewing court if the established facts

support a legal conclusion producing the same outcome.”) (cleaned up).

3 As mentioned supra, U.S. Steel raised the alternative argument that

Appellants’ claims fail as a matter of law in its motion for judgment on the

pleadings, and Appellants responded to it in their response in opposition. In

response to Appellants’ appellate brief, U.S. Steel again raised this alternative

argument to support this Court’s affirming the trial court’s order. Appellants

(Footnote Continued Next Page)

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Breach of Implied-In-Fact Contract

In Appellants’ amended complaint, they first alleged that U.S. Steel

breached an implied-in-fact contract. “A breach of contract action involves:

(1) the existence of a contract; (2) a breach of a duty imposed by the contract;

and (3) damages.” Braun v. Wal-Mart Stores, Inc., 24 A.3d 875, 896 (Pa.

Super. 2011), aff’d, 106 A.3d 656 (Pa. 2014) (citation omitted). “While every

element must be pleaded specifically, it is axiomatic that a contract may be

manifested orally, in writing, or as an inference from the acts and conduct of

the parties.” Id. (citation omitted). An implied-in-fact contract “has the same

legal effect as any other contract” and “differs from an express contract only

in the manner of its formation.” Ingrassia Const. Co., Inc. v. Walsh, 486

A.2d 478, 483 n.7 (Pa. Super. 1984). “An express contract is formed by either

written or verbal communication[,]” whereas the intent of the parties to a

contract implied in fact “is inferred from their acts in light of the surrounding

circumstances.” Id. (citation omitted); see also Liss & Marion, P.C. v.

Recordex Acquisition Corp., 983 A.2d 652, 659 (Pa. Super. 2009) (“A

contract implied in fact is an actual contract which arises where the parties

____________________________________________

subsequently filed a motion to strike, arguing that U.S. Steel’s alternative

arguments were not decided by the trial court or raised by Appellants in their

initial appellate brief, and should not be considered by this Court.

Notwithstanding, Appellants responded to U.S. Steel’s alternative arguments

in their reply brief, for which they received permission to exceed the word

limits. As discussed supra, because we may affirm on any valid basis

appearing of record, even when the basis is not addressed by the trial court

or raised by the appellant on appeal, we deny Appellants’ motion to strike U.S.

Steel’s alternative arguments.

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agree upon the obligations to be incurred, but their intention, instead of being

expressed in words, is inferred from acts in the light of the surrounding

circumstances.”) (citations omitted); Ingrassia, 486 A.2d at 483 (“Implied

contracts … arise under circumstances which, according to the ordinary course

of dealing and the common understanding of men, show a mutual intention to

contract.”) (citation and footnote omitted).

With respect to Appellants’ breach of implied-in-fact contract claim, they

pled, inter alia, that “[t]he Plan embodied U.S. Steel’s policy and practice of

[paying] bonus payments to its non-union employees[,]” and that “[f]rom

year to year, U.S. Steel accepted the work and services of its non-union

employees, and routinely and consistently paid the bonuses promised to them

for their work and services according to a ‘Basic Incentive Award Formula’ set

forth in the Plan.” Amended Complaint at ¶¶ 42-43. Appellants claimed that

the 2015 Plan governed the bonus to be paid to them and all other members

of the putative class. Id. at ¶ 50.4 As in prior Plans, Appellants averred that

Section 6(A) of the 2015 Plan provided that:

[A] Participant [non-union employee] whose employment with

[U.S. Steel] terminates for any reason prior to the payment of the

____________________________________________

4 In Appellants’ reply to U.S. Steel’s new matter, they stated again that the

2015 Plan governed. See Answer to New Matter at ¶ 101 (“The terms of the

2015 Plan were not ‘superseded or displaced’ on January 1, 2016. The actual

amendment of the 2015 Plan did not occur until October 28, 2016. Until the

Plan was actually amended in 2016, non-represented employees of U.S. Steel,

including members of the putative [c]lass, worked under and were entitled

to be paid their bonuses pursuant to the terms of the 2015 Plan.”)

(emphasis added).

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award will not be entitled to an award under the Plan unless (i)

the Participant is involuntarily terminated under circumstances

which would qualify the Participant for benefits under the United

States Steel Corporation Supplemental Unemployment Benefit

Program for Non-Union Employees (the “SUB Program”), or a

successor plan….

Id. at ¶ 49 (quoting Amended Complaint at Exhibit B (“2015 Plan”) at § 6(A);

some brackets added). Appellants alleged that they and other class members

qualified for and were paid supplemental unemployment benefits — as

described in Section 6(A) of the 2015 Plan— as a result of their layoff. Id. at

¶ 51.

Appellants said that, in one or more of the years between 2013 and

2016, U.S. Steel paid employees a prorated bonus for months they worked in

the year in which they were laid off or terminated. See id. at ¶¶ 46-48. In

addition, Appellants stated that, through annual performance reviews, U.S.

Steel “informed its non-union employees of their entitlement to bonus and the

performance expected of them to earn the bonus to be paid in exchange for

their work.” Id. at ¶ 54; see also id. at ¶ 52 (“In addition to U.S. Steel’s

operating revenues and earnings, the performance of individual employees

and units was a principal factor in determining the bonus to be paid to U.S.

Steel’s non-union employees under the Plan.”) (citing 2015 Plan at § 4(C)(iii)).

Further, Appellants conveyed that “U.S. Steel communicated to its non-union

employees its intention to pay a bonus pursuant to the Plan in exchange for

the work that they would perform.” Id. at ¶ 60; see also id. at ¶ 61 (claiming

that there are “numerous and ongoing communications, written and oral, in

which U.S. Steel promised bonus payments to non-union employees”); id. at

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¶ 62 (“From 2005 and in years thereafter, U.S. Steel acknowledged in other

documents given to non-union employees upon layoff that they would receive

a prorated bonus for the year in which they were separated.”); id. at ¶ 63

(“All documentation and copies of U.S. Steel’s written communications to non-

union employees relating to the Plan, and bonus payments generally, are in

the possession of and known to U.S. Steel.”).

According to Appellants, U.S. Steel’s promises of bonuses, annual

performance reviews, and consistent and ongoing bonus payments through

the years reflected U.S. Steel’s intent to pay a bonus to Appellants and other

members of the putative class, and constituted an offer. Id. at ¶ 64.

Appellants said that, through their work and performance in 2016, they

accepted the offer. Id. at ¶ 69; see also id. at ¶ 70 (“A unilateral contract

was created, which contract imposed upon U.S. Steel an obligation to pay the

offered bonus to [Appellants] and other terminated employees … for work they

performed in 2016.”).

This Court has recognized implied, unilateral contracts in the

employment context in the past. For instance, in Bauer v. Pottsville Area

Emergency Med. Servs., Inc., 758 A.2d 1265 (Pa. Super. 2000), the terms

of an employee handbook provided that an employee working at least 36

hours per week for 90 days would be treated as a full-time employee. Id. at

1267. After meeting that requirement but not receiving full-time benefits, an

employee complained to his employer and subsequently had his hours reduced

to zero. Id. at 1267-68. The employee subsequently sued the employer for,

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inter alia, breach of contract. Id. The employee argued that the employer

breached the terms of the employee handbook, which he said were

enforceable as provisions of an implied contract, by failing to promote him to

the status of full-time employee. Id. The employer responded that its

employee handbook specifically stated that it is an ‘employer at will’ and that

it reserved the right to terminate employment at any time. Id. at 1268. The

trial court sustained the employer’s preliminary objections and dismissed the

employee’s complaint, determining that there was no contract upon which to

base a cause of action because the employer evidenced its intent to maintain

the at-will employment relationship. Id. at 1269.

On appeal, we reversed the trial court’s decision with respect to the

employee’s breach of contract claim, explaining:

A handbook is enforceable against an employer if a reasonable

person in the employee’s position would interpret its provisions as

evidencing the employer’s intent to supplant the at-will rule and

be bound legally by its representations in the handbook. The

handbook must contain a clear indication that the employer

intended to overcome the at-will presumption. We have held that

it is for the court to interpret the handbook to discern whether it

contains evidence of the employer’s intention to be bound legally.

Provisions in a handbook or manual can constitute a unilateral

offer of employment which the employee accepts by the

continuing performance of his or her duties. A unilateral contract

is a contract wherein one party makes a promissory offer which

calls for the other party to accept by rendering a performance. In

the employment context, the communication to employees of

certain rights, policies and procedures may constitute an offer of

an employment contract with those terms. The employee signifies

acceptance of the terms and conditions by continuing to perform

the duties of his or her job; no additional or special consideration

is required.

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Id. at 1269 (citations omitted).

Applying this law, we explained that “[n]othing in the handbook permits

the assumption put forth by [the employee] that a contract of permanent or

full-time employment was created when the minimum hours-days criteria of

full employment were met[,]” and “[n]either does the provision permit [the

employee] to presume that once the threshold was met and passed, there

could be no reduction in hours, lessening or elimination of full-time status or

ultimately termination at will.” Id. at 1270 (emphasis in original). However,

we concluded that, based upon the facts averred in the employee’s complaint,

the employee “may be entitled to the benefits applicable to a full-time

employee for the period during which he fulfilled the terms of the employee

handbook.” Id. We observed that “a reasonable person in [the employee’s]

position would understand that his continued performance would bear the

fruits of his employer’s policies. [The employee] worked the requisite 36

hours per week for [a]n excess of 90 days and received none of the benefits

provided for in the handbook.” Id. at 1269.

Significantly, in the case sub judice, Appellants asserted that the 2015

Plan governed the bonus to be paid to them and the putative class. See

Amended Complaint at ¶ 50 (“The 2015 Plan, a copy of which is attached as

Exhibit B and incorporated herein by reference, governed the bonus to be paid

to [Appellants] and all other members of the [putative c]lass.”); Answer to

New Matter at ¶ 101 (“Until the Plan was actually amended in 2016, non-

represented employees of U.S. Steel, including members of the putative

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[c]lass, worked under and were entitled to be paid their bonuses pursuant to

the terms of the 2015 Plan.”).5

Yet, even the 2015 Plan contained provisions indicating that U.S. Steel

was not making a promise to Appellants to pay a bonus, that all reliance by

any individual concerning the subject matter of the Plan must be based solely

upon the provisions set forth in the Plan, and that U.S. Steel could amend or

terminate the Plan, in whole or in part, including retroactively. The 2015 Plan

stated, in relevant part:

1. HISTORY AND PURPOSE

[U.S. Steel] established the United States Steel Corporation

Short-Term Incentive Plan for Non-Union Salaried

Employees (the “Prior Plan”), effective as of January 1,

2005. [U.S. Steel] subsequently amended and restated the

Prior Plan effective as of January 1, 2007, and as of the first

day of each year thereafter, to incorporate new performance

targets for the year and to make certain other changes.

[U.S. Steel] hereby amends and restates the Prior Plan as

the United States Steel Corporation Short-Term Incentive

____________________________________________

5 Appellants reiterate that the 2015 Plan governed multiple times on appeal.

See also Appellants’ Reply Brief at 18 (“Because the 2015 Plan had been

adopted by U.S. Steel and unquestionably was in effect when [Appellants’]

work was performed, the 2015 Plan can and should govern the question of

bonus.”); id. at 19 (“Indeed, if the 2015 Plan controls [Appellants’] claim to

bonus, as [Appellants] rightfully contend, then U.S. Steel is obligated to satisfy

their claim by paying the bonus.”); id. at 20 (“The 2015 Plan is referenced

specifically as expressing U.S. Steel’s intent to pay a bonus to an entire group

of non-union workers, thus creating an expectation of bonus among

[Appellants] and the [putative c]lass. Section 6(A) of the 2015 Plan expressly

and unequivocally awarded a bonus to [Appellants] and members of the

[putative c]lass whose employment was terminated involuntarily by U.S.

Steel.”) (citations and footnote omitted); id. at 22 (“A jury could find that the

2015 Plan governs, and that [Appellants] are entitled to receive a bonus under

that Plan.”).

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Plan (the “Plan” or “STIP”), effective January 1, 2015, as set

forth herein.

The purpose of the Plan is to provide certain non-

represented employees of [U.S. Steel] and its subsidiaries

with an opportunity to earn an incentive award based upon

the achievement of corporate, unit, and individual

performance goals.

2. PLAN ADMINISTRATION, AMENDMENT AND

TERMINATION

***

(B) Plan Amendment and Termination- The Office of the

CEO, in its sole discretion, may amend, suspend or

terminate the Plan in whole or in part at any time, including

retroactively if deemed necessary or appropriate. Without

limiting the generality of the foregoing, the Office of the CEO

may increase, reduce or eliminate any award determined

pursuant to the formula in Section 4 and determine

participation (including non-participation) on an individual

and/or group basis at any time prior to actual payment,

whether or not such determination is made before, during,

or after the relevant Performance Period.

***

3. PARTICIPATION AND PARTICIPANT RIGHTS

***

(B) Participant Rights- This Plan does not constitute a

promise by [U.S. Steel] to make any payments under it and

no employee or other individual shall have any claim to be

granted an award, or otherwise be entitled to payment,

under the Plan. Nothing contained in the Plan nor payment

of any award thereunder shall confer upon any employee or

other individual any right to continue in the employ of [U.S.

Steel], its subsidiaries or affiliates, or interfere in any way

with the right of [U.S. Steel], its subsidiaries or affiliates to

terminate an employee’s employment at any time.

***

7. MISCELLANEOUS

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***

(C) Exclusive Provisions of the Plan- The provisions

contained herein constitute the complete and exclusive

statement of the terms of the Plan. There are no written or

oral representations, promises, statements or

commitments, other than those expressly set forth herein,

with respect to any payments under the Plan. All reliance

by any individual concerning the subject matter of this Plan

must be based solely upon the provisions set forth in this

document.

2015 Plan at §§ 1, 2(B), 3(B), and 7(C).6 Thus, even if Section 6(A) of the

2015 Plan qualified Appellants to receive a bonus payment for the months

they worked in 2016, Sections 2(B) and 3(B) made clear that U.S. Steel did

not promise to remit bonuses and that it could determine participation

(including non-participation) on an individual and/or group basis at any time

prior to actual payment, including after performance.7

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6 Although not addressed by either party, Section 6(C) also provided:

If payment of a Plan award is made pursuant to the provisions of

this Section 6, the award shall be payable at the time specified in

Section 5(A). Notwithstanding any other provisions of the Plan,

Participants, their surviving spouses and estates shall have no

vested right to any award prior to the payment date.

2015 Plan at § 6(C). See also 2015 Plan at § 5(A) (“Plan awards, if any, shall

be paid in cash in a single sum no later than March 15th of the year following

the year in which the Performance Period ends.”).

7 Appellants insist that the 2015 Plan is ambiguous, stating that Section 2(B)

of the Plan cannot be reasonably interpreted to permit U.S. Steel to amend

the Plan to deny Appellants the bonus promised to them in Section 6(A).

Appellants’ Reply Brief at 38-40; see also id. at 2-5. We disagree. While

Section 6(A) permitted Appellants to receive a bonus for the months they

worked in 2016, Section 2(B) nevertheless enabled U.S. Steel to determine

participation (including non-participation) on an individual and/or group basis

(Footnote Continued Next Page)

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Seemingly recognizing this difficulty, Appellants allege that U.S. Steel’s

course of conduct and outside representations — in conjunction with the 2015

Plan — created a unilateral, implied-in-fact contract. However, Appellants

specifically alleged that the 2015 Plan governed, and Section 7(C) set forth

that participants cannot rely on outside representations to impute an

obligation to pay a bonus onto U.S. Steel. Appellants do not adequately

explain why Section 7(C) in the purportedly governing 2015 Plan should be

disregarded. Commonwealth v. Hardy, 918 A.2d 766, 771 (Pa. Super.

2007) (“[I]t is an appellant’s duty to present arguments that are sufficiently

developed for our review. … This Court will not act as counsel and will not

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at any time prior to actual payment, and Section 3(B) declared that the Plan

did not constitute a promise by U.S. Steel to make a payment under it.

Reading the 2015 Plan as a whole, it is clear to us that Appellants were not

promised a bonus and that U.S. Steel could amend the Plan after performance

and prior to payment. Cf. Lenau v. Co-eXprise, Inc., 102 A.3d 423, 430

(Pa. Super. 2014) (“[I]t is axiomatic that contractual clauses must be

construed, whenever possible, in a manner that effectuates all of the clauses

being considered. It is fundamental that one part of a contract cannot be so

interpreted as to annul another part and that writings which comprise an

agreement must be interpreted as a whole.”) (citations omitted); Carsone v.

Carsone, 688 A.2d 733, 735 (Pa. Super. 1997) (“When construing

agreements involving clear and unambiguous terms, this Court need only

examine the writing itself to give effect to the parties’ understanding. The

court must construe the contract only as written and may not modify the plain

meaning of the words under the guise of interpretation. When the terms of a

written contract are clear, this Court will not re-write it to give it a construction

in conflict with the accepted and plain meaning of the language used. [A]

written contact must be construed as a whole and the parties’ intentions must

be ascertained from the entire instrument; effect must be given to each part

of a contract.”) (cleaned up).

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develop arguments on behalf of an appellant.”) (citations omitted).8

Furthermore, if the 2015 Plan governed, as Appellants repeatedly advance,

____________________________________________

8 To support its argument that we should consider U.S. Steel’s outside

communications and course of conduct, Appellants cite to Braun, supra, a

case where Wal-Mart employees sued Wal-Mart after they claimed they were

not compensated for breaks as mandated by Wal-Mart’s employee handbook

and written policies. Braun, 24 A.3d at 883-86. Without conducting any

analysis of the facts, Appellants simply state that “[i]n affirming a jury verdict

in favor of Wal-Mart employees, this Court emphasized Wal-Mart’s corporate

policy set forth in its employee handbook regarding work breaks and Wal-

Mart’s communication of its intention to pay employees for time on break in

finding that Wal-Mart’s workers expected to be paid for the break time.”

Appellants’ Reply Brief at 21-22 (emphasis in original). Based on our review

of Braun, it does not appear that Wal-Mart’s handbook or written policies

contained any kind of exclusivity provision like Section 7(C). Further, to the

extent Appellants cite Braun for the proposition that “even where workers are

told that they will not be compensated for certain work performed, an implied

unilateral contract still can entitle them to wages for the work[,]” see

Appellants’ Reply Brief at 21, it is unclear to us how the employees in that

case were told they would not be compensated for their work. See Braun,

24 A.3d at 943 (“[The employees] claimed that Wal–Mart deprived the class

of unpaid, thirty-minute meal-periods and paid, fifteen-minute rest-breaks

pursuant to Wal–Mart’s PD–07 policy and required its employees to work off

the clock without compensation, in violation of PD–43. [The employees] claim

they continued to work in reliance on the promise that these corporate policies

would be enforced.”); id. at 945 (“[T]he employee handbook contained Wal–

Mart’s policies regarding rest breaks, off-the-clock work and meal breaks,

policies which were reinforced by Wal–Mart’s corporate-wide policies and

orientation sessions in which the handbook was disseminated and signed for

by the hourly associates, resulting in a unilateral contract between Wal–Mart

and the members of the class.”) (citation omitted); id. at 946 (“The evidence

presented at the time of trial by Wal–Mart and [the employees] shows that

Wal–Mart violated its own corporate policies promising benefits to

associates.”). Thus, Appellants’ undeveloped reliance on Braun is

unconvincing here.

Additionally, to the extent Appellants also suggest that U.S. Steel’s

outside communications and course of conduct should be considered because

the 2015 Plan is ambiguous, see Appellants’ Reply Brief at 38-40, we reject

that argument for the reasons already set forth supra. See footnote 7, supra.

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they do not articulate why it would be reasonable for them to rely on outside

representations and U.S. Steel’s course of conduct to expect that they would

be paid a prorated bonus for the months they worked in 2016, given the 2015

Plan’s express provisions. See id.; Bauer, supra.

Appellants also argue that U.S. Steel could not eliminate the bonus after

Appellants had rendered their performance. See Appellants’ Reply Brief at

23-34. According to Appellants, under unilateral contract principles, a binding

contract for payment of a bonus was formed by Appellants’ completion of the

work requested of them by U.S. Steel in 2016. Id. at 24 (citation omitted).

They claim that “[t]he reserved power to amend, modify or terminate the Plan,

or bonus payments under the Plan, does not entitle U.S. Steel to avoid its

express and binding contractual obligation to pay [Appellants] their earned

and vested bonus.” Id. at 24-25 (citations omitted).

In response to Appellants’ argument, assuming arguendo that U.S. Steel

promised a bonus payment under the Plan to Appellants, U.S. Steel directs

our attention to Abbott v. Schnader, Harrison, Segal & Lewis, LLP, 805

A.2d 547 (Pa. Super. 2002). In that case, this Court considered whether

active partners in a law firm may amend a provision of a partnership

agreement providing for income to retired partners, without the consent of

the retired partners, where the amendment would substantially reduce the

retired partners’ income. Id. at 549. Importantly, the at-issue amendment

provision in that case stated that a vote of 75% of the active partners could

amend the agreement, but it did not specify that the partnership agreement

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could be amended retroactively to reduce the retired partners’ income. See

id. at 550, 557-58. In addressing the question, this Court looked to

Kemmerer v. ICI Americas Inc., 70 F.3d 281 (3d Cir. 1995), explaining:

In Kemmerer, that court interpreted a top hat plan13 that

permitted plan participants to elect a payment schedule by which

they would receive their retirement benefits. The plaintiffs elected

an extended payment schedule, and later retired. Following their

retirement, the company unilaterally terminated the top hat plan

and, against the plaintiffs’ elections, paid the remaining amounts

due in three annual installments. Id. at 285.

13 “A top hat plan is a plan which is unfunded and is

maintained by an employer primarily for the purpose of

providing deferred compensation for a select group of

management or highly trained employees.”

The Third Circuit affirmed the trial court’s conclusion that this

more rapid payment schedule was a breach of the plan.

Examining the contract as a whole, the court found that a

unilateral contract was created which vested rights in those

employees who accepted the offer it contained by continuing in

the company’s employment until retirement: “Under unilateral

contract principles, once the employee performs, the offer

becomes irrevocable, the contract is completed, and the employer

is required to comply with its side of the bargain.” Id. at 287.

However, the company argued that the plan did not restrict its

right to terminate, which was to be presumed, and so it could

terminate the plan even after performance by the plaintiffs. The

court rejected this argument, holding that “even when a plan

reserves to the sponsor an explicit right to terminate the plan,

acceptance by performance closes that door under unilateral

contract principles (unless an explicit right to terminate or amend

after the participants’ performance is reserved).” Id. at 287–88.

The court added that “any other interpretation ... would make the

[p]lan’s several specific and mandatory provisions ineffective,

rendering the promises embodied therein completely illusory.”

Id. at 288…. The company’s claim to an unfettered right to

terminate in the face of specific grants of benefits “ha[d] no basis

in contract law” and was “more than minimally unfair.” Id. at

287.

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Implicit in the Kemmerer decision was a recognition of the

exceptional interpretation which the company asked to be given

to the plan: that even post-performance, the company had a right

to terminate the plan, retroactively invalidating rights it was

reasonable for the employee to presume were fixed. As a

subsequent case explained:

The court’s reasoning [in Kemmerer] can be captured in a

simple illustration. If an employee is promised $10 per hour

effective Monday, and told that her wage can be reduced at

any time, and on Wednesday her wage is cut to $5 effective

Thursday, her employer cannot refuse on pay day to give

her $10 per hour for her work on Monday through

Wednesday. Far from requiring that the employer express

an explicit intent to pay $10 per hour for Monday through

Wednesday’s work notwithstanding the employer’s freedom

to reduce wages at any time, the Third Circuit held that what

would have to be preserved explicitly would be an

employer’s right to apply the reduced wage retroactively to

Monday through Wednesday’s work. A contrary rule would

lack any basis in contract law and would render the

employer’s promise under the unilateral contract wholly

illusory.

We find the Kemmerer approach to be a reasonable one and

consistent with Pennsylvania law. See Kornstein [v. Taylor],

68 Pa. D. & C.2d [7,] 13 [(C.P. Philadelphia County), aff’d without

opinion, 322 A.2d 369 (Pa. Super. 1974)] (amendment to

partnership agreement denying plaintiffs partnership interest prior

to dissolution ineffective where agreement did “not contain any

provision giving the remaining partners the right to dissolve the

partnership retroactively”); Levitt v. Billy Penn Corp., … 283

A.2d 873, 875 ([Pa. Super.] 1971) (rejecting argument that

employee who resigned prior to retirement age lost pension rights

because, inter alia, the terms of the plan did “not explicitly state

that if an employee resigns from the company he has no rights

under the plan”). This approach recognizes the reasonable

expectation that contractual retirement benefits may not be

abrogated after the performance which has triggered them,

without an explicit reservation of the power to do so.

In light of the caselaw discussed above supporting the vesting of

retirement benefits and our recognition of the exceptional nature

of a power to retroactively amend retirement benefits expressed

in Kemmerer, we find [the retired partners’] construction of the

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contract—that once they retired their rights vested and could not

be reduced by amendment—to be reasonable. Further, in the

context of the agreement as a whole and its amendment history,

we conclude that [the retired partners’] interpretation is the only

reasonable one.

Id. at 558-60 (some citations, footnotes, and quotation marks omitted;

emphasis in original); see also id. at 561 (observing that “[i]t would have

been a straightforward matter for the agreement to explicitly state that the

retirement benefits provision could be amended to apply to a retired partner”).

Here, the 2015 Plan set forth that “[t]he Office of the CEO, in its sole

discretion, may amend, suspend or terminate the Plan in whole or in part at

any time, including retroactively if deemed necessary or

appropriate[,]” and that “[w]ithout limiting the generality of the foregoing,

the Office of the CEO may increase, reduce or eliminate any award determined

pursuant to the formula in Section 4 and determine participation (including

non-participation) on an individual and/or group basis at any time prior to

actual payment, whether or not such determination is made before,

during, or after the relevant Performance Period.” See 2015 Plan at §

2(B) (emphasis added); see also id. at § 6(C) (stating that, under Section 6,

Participants “have no vested right to any award prior to the payment date”).9

____________________________________________

9 We find distinguishable Com. ex rel. Zimmerman v. Officers and Emp.

Ret. Bd., 469 A.2d 141 (Pa. 1983) (per curiam), relied on by Appellants. In

that case, our Supreme Court determined that the Public Employee Pension

Forfeiture Act could not be applied retroactively to discontinue payment of a

pension that vested prior to the passage of the Act. See id. at 142, 143

(“The complaint in mandamus called upon the court of common pleas to order

[the retirement board] to discontinue payments of pension benefits to a

(Footnote Continued Next Page)

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Accordingly, even if U.S. Steel had promised Appellants a bonus, given Abbott

and the language in the 2015 Plan, we reject Appellants’ argument that U.S.

Steel could not eliminate the bonus after Appellants had rendered their

performance.10 Based on the foregoing, Appellants’ breach of implied-in-fact

contract claim fails as a matter of law.

____________________________________________

pensioner based upon the retroactive provision of section 7 which purported

to extend the terms of the Forfeiture Act to December 1, 1972[,] although the

effective date of the Forfeiture Act was July 8, 1978. It is that attempt to

divest previously vested rights of a public employee or official by subsequent

legislative judgment that we find to be a constitutionally impermissible

retroactive divestment of vested rights. … From the date of the enactment of

the Forfeiture Act[,] government employees are placed on notice that

unfaithful service could jeopardize their pension rights and thus it serves as a

deterrent to future misbehavior. However, the application to conduct prior to

the enactment of the Forfeiture Act has no deterrent impact upon an employee

who committed improper acts relating to the employment prior to that

enactment, as was the case here.”). Unlike the Act in Zimmerman,

Appellants say that they worked under the 2015 Plan prior to their termination

in 2016, and the 2015 Plan gave them notice that U.S. Steel could amend the

Plan after performance and did not promise to pay a bonus. See Answer to

New Matter at ¶ 101. Thus, we do not consider Zimmerman to be analogous.

10 Appellants argue that U.S. Steel abused its discretion and acted in bad faith

in amending the Plan and/or not paying them a bonus. Appellants’ Reply Brief

at 34-37; see also id. at 36 (stating that contracting parties must perform

their contractual obligations in good faith). However, Appellants’ argument

overlooks that the express terms of the 2015 Plan forewarned that the Plan

did not constitute a promise by U.S. Steel to pay a bonus and that U.S. Steel

could “determine participation (including non-participation) on an individual

and/or group basis at any time prior to actual payment, whether or not such

determination is made before, during, or after the relevant Performance

Period.” 2015 Plan at § 2(B); see also Appellants’ Reply Brief at 35 (“There

is no law, or interpretation of the law, that would justify disparate and

discriminatory treatment of [Appellants] and hundreds of other terminated

employees by denying them the same bonus promised universally to all non-

union employees for the work that all of them had performed, while honoring

(Footnote Continued Next Page)

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WPCL

Appellants alleged in their amended complaint that the bonus payments

are protected under the WPCL, and that U.S. Steel violated the WPCL by not

paying them the bonus. See generally Amended Complaint at ¶¶ 77-82.

This claim also fails as a matter of law.

“[T]he WPCL provides employees a statutory remedy to recover wages

and other benefits that are contractually due to them.” Braun, 24 A.3d at

953 (cleaned up). “The WPCL does not create a statutory right to

____________________________________________

the same commitment to their fellow employees, who had survived U.S.

Steel’s reduction in force.”); id. (“U.S. Steel is not given carte blanche to

amend the Plan, where the Plan, by its terms and the terms of all preceding

Plans, may be interpreted to require the payment of benefits that have

contractually vested or accrued.”) (citation omitted). To the extent Appellants

argue that contractual obligations must be performed in good faith, “[i]mplied

duties cannot trump the express provisions in the contract.” Stamerro v.

Stamerro, 889 A.2d 1251, 1259 (Pa. Super. 2005) (citation omitted). The

implied covenant of good faith is a principle for “courts to harmonize the

reasonable expectations of the parties with the intent of the contractors and

the terms in their contract.” Id. (citation omitted). Here, U.S. Steel made

clear in the 2015 Plan that it was not promising payment of a bonus and that

the Plan could be amended after performance.

Additionally, to the extent Appellants question “whether the amendment

of the Plan in October of 2016 was procedurally valid, i.e., did the Office of

the CEO decide on the amendment, as required by the Plan, and take proper

action to adopt the amendment[,]” see Appellants’ Reply Brief at 23 n.9, they

do not point us to where they claimed the 2016 amendment was procedurally

invalid in this way in their pleadings. See Answer to New Matter at ¶¶ 101-

03 (claiming only that the 2016 Plan could not govern bonus payments earned

before the amendment occurred, and that the 2015 Plan was amended

belatedly and arbitrarily made retroactive). Further, notwithstanding the

2016 Plan, the 2015 Plan permitted U.S. Steel to determine non-participation

at any time prior to actual payment, including after performance, and declared

that it did not constitute a promise by U.S. Steel to make a bonus payment.

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compensation. Rather, it provides a statutory remedy when the employer

breaches a contractual right to earned wages. Whether specific wages are

due is determined by the terms of the contract.” Id. at 957 (citations

omitted).

Here, we have already determined that Appellants’ breach of implied-

in-fact contract claim fails as a matter of law. Consequently, Appellants’ WPCL

claim also fails as a matter of law, as Appellants have not proven that the

bonus was contractually due to them.

Promissory Estoppel

In Appellants’ amended complaint, they next asserted a claim for

promissory estoppel. They alleged, inter alia, that Appellants and the putative

class “performed their work for U.S. Steel in 2016 in response to and in

reliance upon U.S. Steel’s promise of bonus payments and historical practice

of paying bonuses to them and other non-union employees throughout the

years.” Amended Complaint at ¶ 84. They claimed that they reasonably

expected that U.S. Steel would pay the promised bonus, and that the work

required of Appellants and the putative class in exchange for the promised

bonus had been performed, and accepted by, U.S. Steel prior to the

termination of their employment. Id. at ¶¶ 85-86. They said that U.S. Steel

did not notify them that they would not be paid a bonus for work they had

performed if they were terminated before the end of the year, thus inducing

them to perform their work and satisfy the standards necessary to receive the

bonus. Id. at ¶¶ 87-88. Appellants say they have been harmed by their good

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faith reliance on U.S. Steel’s promise of bonus payments and the unforeseen

and unjustified repudiation of that promise. Id. at ¶ 90.

“Our Supreme Court has explained that the doctrine of promissory

estoppel is invoked to avoid injustice by making enforceable a promise made

by one party to the other when the promisee relies on the promise and

therefore changes his own position to his own detriment.” Erie Ins. Exch. v.

United Servs. Auto. Ass’n, 307 A.3d 1221, 1225 (Pa. Super. 2023) (en

banc) (cleaned up). “A successful cause of action for promissory estoppel

requires that the plaintiff plead and prove that: (1) the promisor made a

promise that he should have reasonably expected to induce an action or

forbearance on the part of the promisee; (2) the promisee actually took action

or refrained from taking action in reliance on the promise; and (3) injustice

can only be avoided by enforcing the promise.” Id. (cleaned up).

As discussed supra, Appellants specifically said that the 2015 Plan

governed the bonus to be paid to them. See Amended Complaint at ¶ 50;

Answer to New Matter at ¶ 101. In the 2015 Plan, U.S. Steel stated that it

was not promising to make payments pursuant to the Plan, and that all

reliance by any individual concerning the subject matter of the Plan must be

based solely upon the provisions set forth in the Plan. Appellants do not

sufficiently explain how they can bring a claim for promissory estoppel where

the 2015 Plan — which they averred governed — did not promise them a

bonus and did not permit them to rely on representations outside of the Plan

to impute a promise on U.S. Steel. See ‘Breach of Implied-in-Fact Contract’

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Section, supra (addressing why Section 6(A) of the 2015 Plan did not promise

Appellants a bonus, and how Appellants have not supported why the

exclusivity provision in Section 7(C) should be disregarded); see also Hardy,

supra. As such, Appellants’ promissory estoppel claim fails as a matter of

law.

Unjust Enrichment

Appellants’ final claim is for unjust enrichment. In their amended

complaint, they alleged that “[t]hrough their work for U.S. Steel in 2016,

[Appellants] and the [putative c]lass earned their bonus payments, and were

legally entitled to receive such payments.” Amended Complaint at ¶ 93. They

said that, “[b]y accepting the work, efforts and contributions of [Appellants]

and the [putative c]lass, U.S. Steel was legally obligated to pay the promised

bonuses to them.” Id. at ¶ 94. They claimed that, “[i]n refusing to pay their

2016 bonuses to them, U.S. Steel has retained and benefited unjustly from

the substantial moneys withheld from” Appellants and the putative class. Id.

at ¶ 95.

“[W]here one party has been unjustly enriched at the expense of

another, he is required to make restitution to the other. In order to recover,

there must be both (1) an enrichment, and (2) an injustice resulting if

recovery for the enrichment is denied.” Braun, 24 A.3d at 896 (citations

omitted). This Court has explained:

The elements of unjust enrichment are benefits conferred on

defendant by plaintiff, appreciation of such benefits by defendant,

and acceptance and retention of such benefits under such

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circumstances that it would be inequitable for defendant to retain

the benefit without payment of value. Whether the doctrine

applies depends on the unique factual circumstances of each case.

In determining if the doctrine applies, we focus not on the

intention of the parties, but rather on whether the defendant has

been unjustly enriched.

Moreover, the most significant element of the doctrine is whether

the enrichment of the defendant is unjust. The doctrine does not

apply simply because the defendant may have benefited as a

result of the actions of the plaintiff.

Id. (citations omitted; emphasis in original). See also Commonwealth by

Shapiro v. Golden Gate Nat’l Senior Care LLC, 194 A.3d 1010, 1034 (Pa.

2018) (“Unjust enrichment is an equitable remedy, defined as the retention

of a benefit conferred by another, without offering compensation, in

circumstances where compensation is reasonably expected, and for which the

beneficiary must make restitution.”) (cleaned up).

This claim also fails as a matter of law. Here, Appellants said that U.S.

Steel was legally obligated to pay the promised bonus to them after they

performed the work, and that U.S. Steel was unjustly enriched by withholding

the bonus payment from them. Again, however, Appellants claimed that the

2015 Plan governed. See Amended Complaint at ¶ 50; Answer to New Matter

at ¶ 101. The 2015 Plan advised that U.S. Steel did not promise to pay

Appellants a bonus, that U.S. Steel could determine participation (including

non-participation) on an individual and/or group basis at any time prior to

actual payment, including after performance, and that all reliance by any

individual concerning the bonus must be based solely upon the provisions set

forth in the 2015 Plan. Again, Appellants do not sufficiently articulate why

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U.S. Steel was obligated to pay them a bonus and how they could have

reasonably expected such payment given the terms of the allegedly governing

2015 Plan. See ‘Breach of Implied-in-Fact Contract’ Section, supra

(addressing why Section 6(A) of the 2015 Plan did not promise Appellants a

bonus, and how Appellants have not supported why the exclusivity provision

in Section 7(C) should be disregarded); see also Hardy, supra. Thus,

Appellants’ unjust enrichment claim fails as a matter of law.

Conclusion

For the above-stated reasons, Appellants’ claims fail as a matter of law.

Accordingly, we affirm the trial court’s order granting U.S. Steel’s motion for

judgment on the pleadings.11

Order affirmed.

DATE: 3/18/2025

____________________________________________

11 Due to our disposition, we do not address Appellants’ issues pertaining to

the Release or the other alternative argument advanced by U.S. Steel.

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