Sant, T. v. Branding Brand, Inc.

Citation: Not availableDocket: 672 WDA 2015

Court: Superior Court of Pennsylvania; August 16, 2016; Pennsylvania; State Appellate Court

Original Court Document: View Document

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Appellants Todd and Susan Sant appeal an order from the Allegheny County Court of Common Pleas that upheld preliminary objections by Branding Brand, Inc. regarding the Sants' claims of breach of contract and wrongful discharge. The court determined that the Sants could not overcome Pennsylvania's at-will employment presumption, as Todd's signed offer letter explicitly stated that the employment was "at-will." The Sants contended they provided sufficient facts to invoke the "additional consideration" exception to this presumption, but the court concluded otherwise, affirming the trial court's dismissal of their breach of contract and promissory estoppel claims. Additionally, the court ruled that Susan’s claim for loss of consortium was barred by the gist of the action doctrine. However, the appellate court found that the trial court incorrectly applied the law concerning the wrongful discharge claim and reversed that portion of the ruling, remanding it for further proceedings.

The factual basis for the appeal included Todd Sant's prior stable employment and the Sants' significant sacrifices, such as selling their home at a loss and forgoing substantial stock benefits, to accept Branding's offer for Todd's position as Vice President of Finance. He was later promoted to CFO but was terminated shortly after raising concerns about misrepresentations made by Branding's CEO regarding company revenue.

The Sants filed a complaint against Branding, alleging breach of contract, promissory estoppel, wrongful discharge, and loss of consortium. Branding responded with preliminary objections in the form of demurrers, which the trial court sustained, leading to the dismissal of the complaint. The Sants appealed this decision. The appellate court's review of preliminary objections follows established standards, admitting the material facts in the complaint as true and assessing whether recovery is legally possible based on those facts. The Sants contested the trial court's determination that Todd was an at-will employee, emphasizing a signed offer letter as a written contract. The presence of a written contract, even if incomplete, can still be enforced if the intent to contract is clear. The court notes that deficiencies in the agreement's terms might be addressed through the parties' conduct during the contract’s execution. The signed offer letter is deemed the best evidence of the parties’ intentions. Contract interpretation is a legal question, and courts prioritize the parties' intentions, using the contract's language as the primary guide. Clear and unambiguous language must be given effect, while ambiguous terms are those that allow for multiple reasonable interpretations based on specific facts.

Under Pennsylvania law, a disclaimer in an offer letter that explicitly states the at-will nature of employment preserves the at-will presumption, as established in Braun v. Wal-Mart Stores, Inc. Todd signed such an offer letter, confirming the at-will employment arrangement. Consequently, the additional consideration exception is irrelevant, and the trial court correctly sustained the preliminary objection to the Sants' claim. 

The Sants' second argument, which relies on the notion that Todd was not at-will, is also dismissed due to prior conclusions regarding his employment status. Regarding the wrongful discharge claim, the Sants allege that Todd was terminated for refusing to participate in a conspiracy to misrepresent earnings, which, if true, could constitute criminal behavior on the part of Branding's CEO, Mason. Since Todd, as CFO, was aware of the misrepresentations, he could be implicated as an accomplice. The Sants argue that Todd was fired for reporting these misrepresentations, suggesting he was discharged to avoid criminal liability, thereby providing sufficient grounds to withstand a demurrer.

Lastly, the Sants' claim for loss of consortium is rejected, as it is contingent on Todd suffering a physical injury, which is not the case. The claim is also barred by the gist of the action doctrine, which distinguishes between tort and contract claims. This doctrine maintains that breach of contract and negligence must remain separate legal actions, as affirmed in Pennsylvania case law.

The doctrine in question serves to differentiate between breach of contract and tort theories, preventing plaintiffs from transforming standard breach of contract claims into tort claims, as established in Bash v. Bell Telephone Co. of Pennsylvania. The applicability of this doctrine is a legal issue, highlighted in e-Toll, Inc. v. Elias/Savion Advertising, Inc. In this case, although the Sants proposed a public policy exception to their at-will employment status, their claims were fundamentally contractual. Without the employment agreement, Branding owed no duties to the Sants, thereby excluding tort remedies in this instance. Consequently, the trial court correctly upheld Branding’s preliminary objections regarding the claims of additional consideration, promissory estoppel, and Susan's loss of consortium. However, the court mistakenly dismissed the Sants’ wrongful discharge claim, as the facts presented could indeed warrant relief. The order is therefore affirmed in part, reversed in part, and the case is remanded for further proceedings.