OVER

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF PENNSYLVANIA

MARTIN OVER, )

Plaintiff,

VS. Civil Action No. 3:25-84

) Judge Stephanie L. Haines

AMEDISYS, INC., )

Defendant.

OPINION

Presently pending before the Court is a Motion to Dismiss filed by Defendant Amedisys,

Inc. (ECF No. 5). For the reasons stated herein, the motion is granted.

I. Procedural and Factual Background

On March 17, 2025, Defendant removed this action from the Court of Common Pleas of

Blair County, on the grounds the Court has diversity jurisdiction pursuant to 28 U.S.C. § 1332.

(ECF No. 1 3). This case arises out of Defendant’s withdrawal of an offer of employment to

Plaintiff Martin Over. In his Complaint Plaintiff alleges four causes of action: Count I alleges

breach of contract, Count II alleges promissory estoppel, Count III alleges fraudulent

inducement, and Count IV alleges negligent misrepresentation. (ECF No. 1-2) (“Complaint”).

Attached to Plaintiffs Complaint are numerous exhibits, described more fully below when

central to this decision. (ECF No. 1-2 at 27-43) (Exhibits A-J).

On March 24, 2025, Defendant filed a Motion to Dismiss (“the Motion”), (ECF No. 5),

with supporting Brief, (ECF No. 6), pursuant to Fed. R. Civ. P. 12(b)(6), arguing the Plaintiff has

failed to state a claim as to all counts. On April 14, 2025, Plaintiffs filed a Response with Brief

in Opposition, (ECF. Nos. 11, 12), to which Defendant filed a Reply, (ECF No. 15). The Motion

is ripe for disposition.

The allegations in the Complaint are as follows.' In or about late 2023, Plaintiff began

discussions with Christian Zinn, an Amedisys employee, about potential employment with

Amedisys. Complaint, § 10. These conversations included discussions of potential positions,

Plaintiff's desired salary range, and other matters. Id. §§ 53-59. Plaintiff, however, accepted

employment with another employer, Bristol Hospice, LLC, in January 2024. Jd. Jf 7-8. Plaintiff

contacted Mr. Zinn on October 7, 2024, again inquiring about employment opportunities □□□□□

Amedisys. Id. §¥ 60-62. Plaintiff applied for a position with Amedisys that same day. Jd. ¥ 11.

Plaintiff continued conversing with Mr. Zinn after applying and Mr. Zinn told Plaintiff he

would seriously be considered for a position. Jd. § 62. On October 17, 2024, Mr. Zinn then

asked Plaintiff if Bristol Hospice would release him from his restrictive covenant agreement. Id.

{| 63. Plaintiff responded he didn’t know the answer. /d.; Exhibit I. A few days later, Amedisys’s

Senior Corporate Counsel, Rachel C. Hogan, emailed Plaintiff and advised him that Amedisys

had reviewed the noncompete and concluded that “his position with Amedisys as planned

w[ould] not conflict with the [noncompete], provided that [Mr. Over] affirm certain things set

forth [in the email].” Id. §§ 13-15, 31-32, 41-42, 66-67, 79-80, and Exhibit A attached thereto. In

response, Mr. Over affirmed the specific items requested by Attorney Hogan. Id. §§ 17, 33, 43,

and Exhibit B attached thereto. As part of those discussions, Amedisys expressly informed

Plaintiff that employment with Amedisys would be at-will. /d.; Ex. B.

Plaintiff eventually received an offer of employment with Amedisys on October 23,

2024, via an email from Ross Wexler, a Business Development recruiter at Amedisys. Id. □ 68.

As Defendant contends, the documents attached to the Complaint, which the Court may consider

on a motion to dismiss without converting it to a motion for summary judgment, reveal the offer

' Unless otherwise noted, the facts included in this section are taken from the Complaint.

was explicitly one for at-will employment. /d 18-20, Ex. D. Specifically, the offer letter

presented to Plaintiff stated:

Employment with Amedisys is contingent upon meeting all conditions of

employment to include satisfactory completion of a criminal background check,

motor vehicle check and references, where appropriate. This offer letter is not a

contract of employment and you will at all times be an at-will employee at

Amedisys.

Id. (emphasis added). That same day, Plaintiff accepted the offer of at-will employment and

indicated that he would resign from his position with Bristol Hospice. /d. §{ 22-23. Presumably

upon hearing that he was resigning and heading to work for Amedisys, Bristol immediately

terminated Plaintiff's employment. Jd, Ex. J. That same day, upon learning that Plaintiff had

accepted Amedisys’s offer and terminated his employment with Bristol Hospice, Mr. Zinn told

Plaintiff that he could “take a few weeks off or [Amedisys] can get you started. Your call.” Jd.

Two weeks later, Amedisys sent Plaintiff an email and withdrew the offer of at-will

employment and immediately discontinued its on-boarding process. Jd {J 24, 47, 71, 84,

Exhibit E.

II. Standard of Review

A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) tests the legal

sufficiency of the complaint. See Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993). In

deciding a motion to dismiss, the Court is not opining on whether the plaintiff will likely prevail

on the merits; the plaintiff must only present factual allegations sufficient “to raise a right to

relief above the speculative level.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (citing

5 C. Wright & A. Miller, Federal Practice, and Procedure § 1216, pp. 235-236 (3d ed. 2004));

see also Ashcroft v. Iqbal, 556 U.S. 662 (2009). A complaint should only be dismissed under

Rule 12(b)(6) if it fails to allege “enough facts to state a claim to relief that is plausible on its

□

face.” Twombly, 550 U.S. at 570 (rejecting the traditional 12(b)(6) standard established in

Conley v. Gibson, 355 U.S. 41 (1957)). In making this determination, the Court must accept as

true all well-pled factual allegations in the complaint and views them in a light most favorable to

the plaintiff. See U.S. Express Lines Ltd. v. Higgins, 281 F.3d 383, 388 Gd Cir. 2002).

While a complaint does not need detailed factual allegations to survive a motion to

dismiss, a complaint must provide more than labels and conclusions. See Twombly, 550 U.S, at

555. A “formulaic recitation of the elements of a cause of action will not do.” Jd. (citing

Papasan y. Allain, 478 U.S. 265, 286 (1986)). Moreover, a court need not accept inferences

drawn by a plaintiff if they are unsupported by the facts as stated in the complaint. See

California Pub. Emp. Ret. Sys. v. The Chubb Corp., 394 F.3d 126, 143 (3d Cir. 2004) (citing

Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir. 1997)). Nor must the Court accept

legal conclusions disguised as factual allegations. See Twombly, 550 U.S. at 555. See also

McTernan v. City of York, Pennsylvania, 577 F.3d 521, 531 (3d Cir. 2009) (“The tenet that a

court must accept as true all of the allegations contained in a complaint is inapplicable to legal

conclusions.”).

Expounding on the Twombly/Iqbal line of cases, the Third Circuit has articulated the

following three-step approach:

First, the court must “tak[e] note of the elements a plaintiff must plead to state a

claim.’ Second, the court should identify allegations that, “because they are no

more than conclusions, are not entitled to the assumption of truth.” Finally,

“where there are well-pleaded factual allegations, a court should assume their

veracity and then determine whether they plausibly give rise to an entitlement for

relief.”

Burtch v. Milberg Factors, Inc., 662 F.3d 212, 221 (3d Cir. 2011) (quoting Santiago v.

Warminster Twp., 629 F.3d 121, 130 (3d Cir. 2010)). This determination is “a context-specific

task that requires the reviewing court to draw on its judicial experience and common sense.”

Iqbal, 556 U.S. at 679.

When ruling on a motion to dismiss under Rule 12(b)(6), the court must generally

consider only the allegations in the complaint, exhibits attached to the complaint, matters of

public record, and documents that form the basis of a claim. See Jn re Burlington Coat Factory

Sec, Litig., 114 F.3d 1410, 1426 (3d Cir. 1997)).

Moreover, “[iJn alleging fraud or mistake, a party must state with particularity the

circumstances constituting fraud or mistake.” Fed. R. Civ. P. 9(b). The United States Court of

Appeals for the Third Circuit has explained:

Pursuant to Rule 9(b), a plaintiff alleging fraud must state the circumstances of

the alleged fraud with sufficient particularity to place the defendant on notice of

the “precise misconduct with which [it is] charged.” Lum v. Bank of America, 361

F.3d 217, 223-224 (3d Cir. 2004). To satisfy this standard, the plaintiff must

plead or allege the date, time and place of the alleged fraud or otherwise inject

precision or some measure of substantiation into a fraud allegation.

Frederico v. Home Depot, 507 F.3d 188, 200 (3d Cir. 2007).

Ii. Discussion

A. Plaintiff Withdraws Counts I and II

At the outset, the Court notes that Plaintiff “does not contest [Defendant’s] 12(b)(6)

Motion with respect to his contract claim and promissory estoppel claim, Counts J and II of the

Complaint, respectively.” (ECF No. 12 at 1, n. 1). Accordingly, Defendant’s Motion is granted

with respect to Counts I and II and those Counts are dismissed with prejudice. Thus, Court need

only address that part of Defendant’s Motion seeking to dismiss Plaintiffs fraudulent

inducement (Count III) and negligent misrepresentation (Count IV) claims.

B. Counts [I and IV?

Defendant moves for dismissal of Counts HII and IV on the grounds that Pennsylvania’s

at-will employment doctrine precludes each of the remaining claims as a matter of law.

Defendant also argues Plaintiff has failed to plead a claim because he has not alleged facts

sufficient to identify any actionable misrepresentations or improper inducements. Plaintiff

disagrees, and argues that Pennsylvania law provides that claims for negligent misrepresentation

and for fraud in the inducement to accept employment are cognizable in the context of at-will

employment, and further, that he has sufficiently stated a claim.

1. Fraudulent Inducement

In ruling on the Motion, the court must first take note of the elements a plaintiff must

plead to state a claim. Santiago, 629 F.3d at 130. To make out a claim for fraudulent inducement,

Plaintiff must demonstrate that there was “(1) a representation; (2) which is material to the

transaction at hand; (3) made falsely, with knowledge of its falsity or recklessness as to whether

it is true or false; (4) with the intent of misleading another into relying on it; (5) justifiable

reliance on the misrepresentation; and (6) the resulting injury was proximately caused by the

reliance.” Eigen v. Textron Lycoming Reciprocating Engine Div., 874 A.2d 1179, 1185 (Pa.

Super. 2005). A plaintiff bringing a fraudulent inducement claim typically must show deception

by the defendant, and ultimately, must prove all six elements of fraudulent inducement by clear

and convincing evidence. SodexoMAGIC, LLC v. Drexel Univ., 24 F.4th 183, 205, 217 (3d Cir.

2022). A broken promise is not the same as a fraudulent inducement claim; a plaintiff must

demonstrate that the defendant never intended to perform the contract. Ohama v. Markowitz, 434

2 “Federal courts sitting in diversity cases must apply the substantive laws of the states in which they sit.” Floyd v.

Brown & Williamson Tobacco Corp., 159 F. Supp. 2d 823, 828 (E.D. Pa. 2001) (quoting Van Buskirk v. Carey

Canadian Mines. Ltd., 760 F.2d 481, 487 □□□ Cir. 1985)). Accordingly, the Court will apply Pennsylvania

substantive law to plaintiff's claims. No party argues otherwise.

F. Supp. 3d 303, 317-18 (E.D. Pa. 2020).

Second, the court should identify allegations that, “because they are no more than

conclusions, are not entitled to the assumption of truth.” Santiago, 629 F.3d at 130. The Court

finds the Complaint asserts mere conclusions, especially at element three, which requires that in

a fraudulent inducement claim the representation must be “made falsely, with knowledge of its

falsity or recklessness as to whether it is true or false.” Higen v. Textron Lycoming Reciprocating

Engine Div., 874 A.2d 1179, 1185 (Pa. Super. 2005). At the motion to dismiss stage, the falsity

of this representation must be sufficiently pled through raising factual allegations in support.

Corle Bldg. Sys., Inc. v. Ogden Welding Sys., Inc., 684 F. Supp. 3d 390, 406 (W.D. Pa. 2023).

Here, the factual allegations are conclusory at best. Plaintiff alleges that:

Based on [Defendant’s] after-the-fact withdrawal of [Plaintiffs] offer of

employment, it is apparent that the representations described above and made to

[Plaintiff] by Christian Zinn, Attorney Hogan and Ross Wexler (all authorized

agents of [Defendant] and acting within the scope of their employment) were

false.

Complaint § 72. He further alleges these individuals “knew at the time of the representations to

[Plaintiff] that they were false — or at the very least, [Defendant] was reckless as to whether the

representations were false,” id. { 73, and that the representations were made “with the intent of

misleading him into resigning from Bristol Hospice LLC and accepting employment with

[Defendant].” Jd. | 74. These conclusory allegations fail to meet the standard under Twombly,

i.e., “formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at

555. The Court further finds that Plaintiff has failed to adequately plead a fraudulent inducement

claim because his allegations relate to the recission of the job offer, focusing on the outcome

itself, as opposed to Defendant’s knowledge of the falsity of the representation. See Corle 684 F.

Supp. 3d at 406.

Next the Court addresses the potential impact of the employment offer representation of Rachel

Hogan, Amedisys’s Senior Corporate Counsel, who emailed Plaintiff and advised him that

Amedisys had reviewed the noncompete and concluded that his position with Amedisys would

not conflict with the noncompete clause. A fair reading of the Complaint, and taking all

inferences in favor of the Plaintiff, leads the Court to conclude that Attorney Hogan’s comments

are opinion and not a misrepresentation of present fact, and accordingly, both Counts III and IV

are subject to dismissal on that basis. Tingley-Kelley v. Trs. of Univ. of Pa., 677 F. Supp. 2d 764,

782-83 (E.D. Pa. 2010) (dismissing fraudulent misrepresentation claim based on allegations that

a university dean’s opinions to the plaintiff, who was applying to veterinary school, were not

guarantees of admission). Cathcart v. Micale, 402 F.Supp.3d. 110, 116 (E.D. Pa. 2019) (“Claims

for negligent misrepresentation must be based on misrepresentations regarding present facts, not

unfulfilled promises to do acts in the future.”).

In addition, under Rule 9(b), a party alleging fraud or mistake “must state with

particularity the circumstances constituting fraud or mistake. Malice, intent, knowledge, and

other conditions of a person’s mind may be alleged generally.” Fed. R. Civ. P. 9(b). “To satisfy

this standard, the plaintiff must plead or allege the date, time and place of the alleged fraud or

otherwise inject precision or some measure of substantiation into a fraud allegation.” Frederico

y. Home Depot, 507 F.3d 188, 200 (3d Cir. 2007). The Court concludes that given the

requirement to plead fraud with particularity, the Complaint lacks sufficient facts to state a claim

for fraudulent inducement and Plaintiff has failed to “inject precision or some measure of

substantiation.” Although Plaintiff has provided specifics as to the “date, time and place” of the

representations, Plaintiff has not substantiated the fraudulent inducement claim with supporting

facts to plausibly state a claim. Gunton Corp. vy. TOA Constr. Corp., No. CV 2:23-2003, 2024

WL 3969175, at *4 (W.D. Pa. Aug. 27, 2024). Therefore, the Court holds that the Plaintiff failed

to plead fraud with sufficient particularity to satisfy the “stringent” pleading requirements of Fed.

R. Civ. P. 9(b).

Even so, the Court concludes there is another ground for dismissal of Count III. Under

Pennsylvania law, employment is presumed to be at-will unless it is shown that the parties

contracted to restrict the right to terminate employment. Deal v. Children’s Hosp. of

Philadelphia, 223 A.3d 705, 711 (Pa. Super. 2019) (citing McLaughlin v. Gastrointestinal

Specialists, Inc., 750 A.2d 283, 286-87 (Pa. 2000); Krolcezyk v. Goddard Systems, Inc., 164 A.3d

521, 527 (Pa. Super. 2017); Wakeley v. MJ. Brunner, Inc., 147 A.3d 1, 5 (Pa. Super. 2016),

appeal denied, 145 A.3d 728 (Pa. 2016). An at-will employment relationship may be terminated

by either the employer or the employee at any time, for any reason, or for no reason. Krolczyk,

Inc., 164 A.3d at 527; Wakeley, 147 A.3d at 5. However, where the plaintiff has clearly

acknowledged the at-will nature of her employment, the presumption must prevail. See also

Walden y. Saint Gobain Corp., 323 F.Supp.2d 637, 646-47 (E.D. Pa. 2004) (applying

Pennsylvania law). □

Similar to this case, in Wakeley, the Pennsylvania Superior Court held that an at-will

employment disclaimer provided by the employer to a prospective employee during the hiring

process was fatal to the employee’s fraudulent inducement claim. Wakeley had accepted an offer

of at-will employment, but the employer later rescinded of that offer. 147 A.3d at 3. The trial

court dismissed the plaintiff's claims because the job offer was explicitly for at-will employment.

Id. The Superior Court affirmed that ruling, holding:

the confirmation, signed by [the plaintiff] just prior to commencing her

[employment with defendant], is clear and dispositive. It provides specifically that

her employment was at-will. By signing this document, [plaintiff] was properly

notified and acknowledged the nature of her employment.

Td. at 6. (internal citations omitted).

Likewise, here, there is not merely a rebuttable presumption that Plaintiff was offered a

position as an at-will employee in this case, but rather an express agreement that he was to be

employed at-will. Smith v. Integral Consulting Servs., Inc., No. CV DKC 14-3094, 2016 WL

4492708, at *13 (D. Md. Aug. 26, 2016). He has alleged he accepted the job offer, which

included the at-will language. Complaint □□ 22-23; ECF No. 1-2 at 36 (“This offer letter is not a

contract of employment and you will at all times be an at-will employee at Amedisys.”) Nowhere

has he denied that his future employment would be at will. Given Plaintiff explicitly accepted an

offer of at will employment, he understood that future employment was not guaranteed.

Thus, as to the fifth element of the claim, that is, that Plaintiff justifiably relied on the

false representation, this Court finds that based on the holding in Wakeley, Plaintiff cannot

succeed on the fraudulent inducement claim under Pennsylvania law. Again, in Wakeley, the

Court dismissed a claim of fraudulent inducement on the grounds there was no justifiable

reliance, explaining that “notice and acknowledgment of these terms—specifically disclaiming

any terms or promises to the contrary—precludes Appellant from stating a claim for fraud, which

would require her to establish justifiable reliance upon the aforementioned alleged promises.”

Wakeley, 147 A.3d at 5 (citing Martin v. Hale Prods., Inc., 699 A.2d 1283, 1288 (Pa. Super.

1997)). .

In his Response, Plaintiff relies on the holding in Martin, which predates Wakeley by

roughly ten years, and is easily distinguished from this case. In Martin, the plaintiff interviewed

for a job with the defendant, and during the interview asked whether there was the prospect a

takeover of their company by another company. /d. at 1285. The interviewer told her there was

not such a possibility when in fact he knew that the possibility of a takeover was being explored

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at the time. Id. at 1285-86 (emphasis added). Several months after accepting the position, the

plaintiff was terminated due to the takeover. Jd. at 1286. She sued for fraudulent inducement, and

the court held that she had made out a prima facie case because, inter alia, the employer had

concealed a material fact. Jd. at 1288. No such allegation is made here.

Plaintiff also cites to Lokay v. Lehigh Valley Cooperative Farmers, Inc., 492 A.2d 405

(Pa. Super. 1985) to support his claim. In that case, the claim was based upon the defendant

employer’s supposed financial health, and permitted an employee who had been induced by

fraudulent misrepresentations to quit his former job and begin working for the defendant

employer to recover “all pecuniary losses which result as a consequence of his reliance on the

truth of the [defendant's] representations.” Jd. at 410 (1985). Plaintiff had relied upon false

financial statements making the company look healthier than it really was, left his old job on the

basis of those statements, and was later terminated for the express reason that the defendant

could no longer afford to employ him. The facts as alleged herein do not fall within that holding,

either.

Here, Plaintiff has not addressed Defendant’s argument that the holding in Wakeley bars

his fraudulent inducement claim at Count III (or the negligent misrepresentation claim at Count

IV, for that matter), and therefore has conceded the point. “Failure to address even part of a

motion in a responsive brief may result in that aspect of the motion being treated as unopposed.”

Williams vy. AlliedBarton Sec. Servs., No. 215CV01348CRENBF, 2016 WL 5375524, at *2

(W.D. Pa. Aug. 22, 2016), report and recommendation adopted, No. CV 15-1348, 2016 WL

5341943 (W.D. Pa. Sept. 23, 2016) (quoting Nelson v. DeVry, Inc., No. CIV.A. 07-4436, 2009

WL 1213640, at *10 (E.D. Pa. Apr. 23, 2009)).

After a review of the allegations in the complaint and the reasoning in Wakeley, as well

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as the other relevant case law and the parties’ respective positions, the Court finds that the

fraudulent inducement claim is barred as a matter of law and further, on the grounds Plaintiff has

failed to state a claim. Accordingly, Count III will be dismissed.

2. Negligent Misrepresentation

The Court now addresses Count IV, a claim for negligent misrepresentation. First, the

Court must state the elements of the claim. In Pennsylvania, “[nlegligent misrepresentation

requires proof of: (1) a misrepresentation of material fact; (2) made under circumstances in

which the misrepresenter ought to have known its falsity; (3) with an intent to induce another to

act on it; and (4) which results in injury to a party acting in justifiable reliance on the

misrepresentation.” Mentecky v. Chagrin Land, L.P., No. CV 22-206, 2023 WL 5530305, at *4

(W.D. Pa. Aug. 28, 2023) (citing Bennett v. Itochu Int'l, Inc., 682 F.Supp.2d 469, 480 (E.D. Pa.

2010), and Bortz v. Noon, 729 A.2d 555, 560 (Pa. 1999)).

Plaintiff cites to Chand v. Merck & Co., No. 19-0286, 2019 WL 3387056, at *9 (E.D. Pa.

July 26, 2019) for the proposition that, based on “reasonable inferences” from the allegations in

the Complaint, the Court should not dismiss the plaintiff's negligent misrepresentation claim.

Plaintiff argues that his allegations create an inference that Defendant misrepresented to him that

his noncompete would not preclude him from working there. Yet in her email, the authenticity of

which is not at issue, Attorney Hogan was more explicit. She wrote that Defendant had reviewed

Plaintiff's restrictive covenant agreement with his current employer and “believe[d] that [his]

position with Amedisys as planned [would] not conflict with the Agreement, provided that [he]

affirm[ed] certain things set forth below.” (ECF No. 1-2 at 30-31). She additionally stated that

(“[N]lothing contained in this email shall be construed as an admission of the validity or

enforceability of [Plaintiff's restrictive covenant agreement]”). Jd. at 31. The Court finds that

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Plaintiff has not stated a claim as to negligent misrepresentation claim.

Just as a claim for fraudulent inducement requires justifiable reliance, so too does a claim

for negligence misrepresentation. Compare Gibbs v. Ernst, 647 A.2d 882, 889 (1994) (describing

the elements of a claim for fraud), with Bortz v. Noon, 729 A.2d 555, 561 (describing the

elements of a claim for negligent misrepresentation). Accordingly, for the same reasons that the

fraudulent inducement claim in Count III fails under Wakeley, (no justifiable reliance by Plaintiff

under facts alleged in the Complaint), his negligent misrepresentation claim at Count IV also

fails as a matter of law. Since a claim of negligent misrepresentation requires that a plaintiff

have justifiably relied on the alleged misrepresentation, and an employer’s promise is not

something which an employee can justifiably rely upon when the employment relationship is at

will, this claim must fail. Cathcart v. Micale, 402 F. Supp. 3d 110, 116 (E.D. Pa. 2019) (citing

Brethwaite v. Cincinnati Milacron Mktg. Co., No. 94-cv-3621, 1995 WL 232519, at *5 (E.D. Pa.

Apr. 19, 1995).

In addition, Plaintiff's Complaint does not include factual allegations sufficient to

establish that Defendant’s representations to him were knowingly false and were made with the

intent of misleading Plaintiff into relying upon them. He has summarily alleged only that

Attorney Hogan and Mr, Wexler made the representations “with the intent of inducing [Plaintiff]

into resigning from Bristol Hospice LLC and accepting employment with [Defendant].”

Complaint § 87. Moreover, there is no factual basis to support the allegation that the

representations made by Attorney Hogan were indeed false, nor is there an allegation that the

restrictive covenant issue was the reason his at-will employment offer was withdrawn.

Accordingly, Count IV, which alleges negligent misrepresentation, is dismissed as a

matter of law under Wakeley, and separately, on the grounds Plaintiff has failed to state a claim.

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3. Amendment

Federal Rule of Civil Procedure 15(a)(2) requires district courts to “freely give leave [to

amend] when justice so requires.” Premier Comp Sols., LLC vy, UPMC, 970 F.3d 316, 318 (Gd

Cir. 2020). This is a “liberal standard.” /d. at 319. Under Rule 15(a), “[a] district court may deny

leave [to amend] upon finding undue delay, bad faith, prejudice to the opposing party, or

futility.” Rogers v. Wilmington Trust Co., No. 21-1473, 2022 U.S. App. LEXIS 5653, 2022 WL

621690, at *13 (3d Cir. Mar. 3, 2022) (citing Arthur v. Maersk, Inc., 434 F.3d 196, 204 (3d Cir.

2006)). “‘The function of Rule 15(a) . . . is to enable a party to assert matters that were

overlooked or were unknown at the time the party interposed the original complaint.’” Garrett v.

Wexford Health, 938 F.3d 69, 82 (3d Cir. 2019) (quoting 6 C. Wright & A. Miller, Federal

Practice and Procedures § 1473 (3d ed. 2019)). It is within the province of the District Court to

ultimately decide whether to allow amendment based on Federal Rule of Civil Procedure

15(a)(2). Cresci v. City of Bayonne, No. 23-1342, 2024 WL 94099, at *2 (3d Cir. Jan. 9, 2024).

Despite the liberal standard, the Court will not grant leave to amend in this case, in light of the

at-will nature of his employment offer and the holding in Wakeley, which renders any attempt at

amendment futile.

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IV. Conclusion

For the reasons stated above, Defendant’s Motion to Dismiss (ECF No. 5) will be

GRANTED with prejudice.

An appropriate Order will be entered.

Dated: March 5, 2026 é Rapa” Lf fA eee

“ Stéphanie L. Haines

United States District Judge

cc/ecf: All counsel of record

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