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NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
KELI R. GENTZLER, IN THE SUPERIOR COURT OF
PENNSYLVANIA
Appellant
v.
GRAHAM PACKAGING COMPANY, L.P.,
Appellee No. 525 MDA 2014
Appeal from the Order Entered February 19, 2014
In the Court of Common Pleas of York County
Civil Division at No(s): 2013-SU-3450-88
BEFORE: BOWES, OTT, and MUSMANNO, JJ.
MEMORANDUM BY BOWES, J.: FILED SEPTEMBER 15, 2014
alleging that her discharge prior to the expiration of two years was a breach
of their employ
amended complaint with prejudice, finding that Employee failed to plead
sufficient facts to overcome the presumption that her employment was
terminable at will by either party. After careful review, we affirm.
On or about September 11, 2012, Graham Packaging confirmed in
Employee accepted the offer. Trial Court Opinion, 2/19/14, at 1. Exhibit A
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provided for a salary of $85,000 per year, and contained a provision entitled
As special consideration, you will receive a sign-on bonus of
$20,000 subject to applicable taxes. Should you leave the
company voluntarily within two years, you agree to reimburse
Graham for the entire amount.
Amended Complaint, Exhibit A.
employment. Trial Court Opinion, 2/19/14, at 2. On September 25, 2013,
Employee commenced the instant action alleging that Graham Packaging
prematurely breached its contract with her when it terminated her within
two years of the inception of the employment relationship. After Graham
Packaging filed preliminary objections in the nature of a demurrer, Employee
filed an amended complaint pursuant to Pa.R.C.P. 1028(c)(1), and averred
in exchange for her acceptance of the offer. Id. at ¶ 14. She
alleged further that by agreeing to repay that bonus if she voluntarily
by agreeing to refrain from voluntarily termina
two-year period. Id
two- Id. at
¶ 18. Employee contended that her discharge prior to the expiration of the
two-year period was a breach of contract.
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On November 26, 2013, Graham Packaging again filed preliminary
renewing its contention that the pleading failed to defeat the presumption of
at-will employment. Specifically, it contended that its discharge of Employee
did not create a legal cause of action because Employee was an at-will
employee who could be terminated at any time for any or no cause. The
trial court agreed, sustained the d
amended complaint with prejudice. Employee filed this timely appeal and
presents two issues for our review:
(1) Did the trial court err as a matter of law in sustaining the
of [a] Demurrer,
insufficient to support a claim for breach of contract?
(2) Did the trial court abuse its discretion in dismissing
depriving [Employee] of the opportunity to amend [her]
pleading?
Initially, we note the stand
preliminary objections in the nature of a demurrer:
Preliminary objections in the nature of a demurrer test the legal
sufficiency of the plaintiff's complaint. The question presented
by the demurrer is whether, on the facts averred, the law says
with certainty that no recovery is possible. Thus, our scope of
review is plenary and our standard of review mirrors that of the
trial court. Accepting all material averments as true, we must
determine whether the complaint adequately states a claim for
relief under any theory of law.
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Grose v. Procter & Gamble Paper Products, 866 A.2d 437, 440
(Pa.Super. 2005) (citations and internal quotations omitted). We are not
bound, however, to accept as true any conclusions of law in the amended
complaint. Nix v. Temple Univ. of Commonwealth Sys. of Higher
Educ., 596 A.2d 1132, 1134 (Pa.Super. 1991).
In order to plead a legally sufficient claim for a breach of contract, the
following elements must be present: (1) the existence of a contract, (2) a
breach of duty imposed by the contract, and (3) damages. Sullivan v.
Chartwell Inv. Partners, LP, 873 A.2d 710, 716 (Pa.Super. 2005).
Preliminarily, we recognize that under the well-settled laws of this
Commonwealth, all employment is presumed to be at will. Mudd v.
Hoffman Homes for Youth, Inc., 543 A.2d 1092, 1095 (Pa.Super. 1988).
In an at-will employment situation, an employee may leave a job for any or
no reason and an employer may discharge an employee with or without
cause. Id
against an employer for termination of an at- Id. Thus, in
order for Employee to maintain the instant cause of action, her amended
complaint must contain factual allegations that rebut the presumption of at-
will employment. The presumption of at-will employment can be overcome
duration; (2) an agreement specifying that the employee will be discharged
for just cause only; (3) sufficient additional consideration; or (4) an
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Janis v. AMP, Inc., 856
A.2d 140, 144 (Pa.Super. 2004) (quoting Luteran v. Loral Fairchild Corp.,
688 A.2d 211, 214 (Pa.Super. 1997)).
Preliminarily, Employee asserts that the trial court erred by
overstepping its boundaries in ruling on the demurrer. Specifically, she
alleges that the trial court erred in the following respects: by considering
whether a contract of a specified duration existed; by speculating as to the
intent of the parties with respect to the bonus clause; by considering, sua
sponte, the existence of an express contract when Graham Packaging did
not object to it in its demurrer; and by considering the merits
cause of action rather than determining whether a legally sufficient claim for
-6.
We address first these allegations of error by the trial court in ruling on the
demurrer.
Employee argues that the trial court should have accepted as true the
averment in her amended complaint that an employment contract for a
However, the trial court found this averment to be a conclusion of law, which
it was not obligated to accept as true. Trial Court Opinion, 2/19/14, at 5.
The trial court has wide discretion in determining whether a particular
averment in a pleading is a conclusion of law or an allegation of fact.
Cucchi v. Rollins Protective Services Co., 546 A.2d 1131, 1135
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(Pa.Super. 1988) (reversed on other grounds, 574 A.2d 565 (Pa. 1990)).
Whether an averment is one of fact or a conclusion of law is determined by
Bessemer Stores, Inc. v. Reed Shaw Stenhouse, Inc., 496 A.2d 762,
765 (Pa.Super. 1985).
We agree with the trial court that the averment that Exhibit A
constitutes an employment contract for a specified term is a legal
conclusion. The trial court was bound to accept Exhibit A as an employment
agreement executed between Employee and Graham Packaging, the facts
pled in the amended complaint and the inferences reasonably drawn
therefrom, but not the legal conclusion that it was an employment contract
for a specified term of two years.
Employee also claims that it was error for the trial court to find that
the bonus clause was intended to create an additional benefit and not a
clause that created an employment contract fo
brief at (unnumbered page) 10. She continues that the trial court was not
disagree. Contract interpretation is a question of law. Halpin v. LaSalle
University, 639 A.2d 37, 39 (Pa.Super. 1994). Generally, the task of
interpreting a contract is performed by a court rather than a jury, and the
goal is to ascertain the intent of the parties from the language of their
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agreement. Humberston v. Chevron U.S.A., Inc., 75 A.3d 504, 510
(Pa.Super. 2013). The trial court properly examined the clause in question
to determine it was capable of supporting the inference that employment
was guaranteed for a minimum of two years.
only to the existence of an implied employment contract for a specified term
and that the trial court erred by considering sua sponte whether there was
an
upon Alumni Assoc. v. Sullivan, et al, 535 A.2d 1095, 1101 (Pa.Super.
are not to be considered by the court sua sponte
preliminary objections, it is apparent that Graham Packaging objected on the
basis that Exhibit A, the executed agreement, was not an employment
contract for a specified term. Graham Packaging pointed to the lack of any
ployment or
just-cause language are two terms in an express contract that may
overcome the at-will presumption of employment. Veno v. Meredith, 515
based on the absence of terms in the writing that would defeat the
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presumption of an at-
that the trial court sua sponte raised the issue.
Finally, we find no indication that the trial court considered the merits
rather than the legal sufficiency of the pleading. The court was charged with
determining whether the amended complaint contained factual averments
that, if proven, were capable of overcoming the presumption of at-will
employment. The court performed that task.
Having concluded that the trial court applied the proper legal standard
amended complaint was legally sufficient to rebut the presumption of at-will
employment. The trial court found the following: the bonus clause did not
contain a definite term of employment; there was no language stating that
Employee could only be terminated for just cause; there was no additional
consideration present as the bonus clause did not confer any special benefit
on Graham Packaging nor subject Employee to any hardship; and there was
no applicable public policy exception that would preclude termination of
Employee. Trial Court Opinion, 2/19/14, at 6-7. The court concluded that
the bonus was merely an incentive.
that Employee has not stated a legally sufficient claim for breach of an
express or implied employment contract that would overcome the
presumption of at-will employment. We turn first to the employment
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agreement, Exhibit A. As this Court noted in Nix, supra at 1135, the
-at-will is where the employer
and employee have entered into a valid contract which expresses an
intention to overcome t Veno, supra at 577, we
recognized that the most elementary way to do so is by express contract
However, we held therein that such a contract must be clear and definite.
that the employment is at- Id.
mployee
argues that one can reasonably infer from the absence of any at-will
(unnumbered page) 10. Such an argument flies in the face of the
presumption that all employment under the laws of this Commonwealth is at
will. Mudd, supra at 1095.
Employee contends further that the bonus clause was an agreement of
duration, creating an employment contract for a specified term of two years
because she could not freely resign prior to that time without incurring a
penalty. Id. at ¶¶ 14-18. We disagree. The bonus clause, by its terms, did
not express an obligation to employ Employee for at least two years.
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gests that Employee was free to leave her employment at any
time, and that the employer could terminate her within that two-year period,
which were scenarios consistent with at-will employment. Certainly, this
language does not clearly and definitely support a finding of an employment
the bonus if she were to voluntarily resign within two years create a contract
for that specified term. We find this analogous to the situation in Nelson v.
Genesee & Wyo. Inc., 2010 U.S. Dist. LEXIS 96836 (W.D. Pa. 2010),
where a federal district court applied Pennsylvania law regarding
which obligated an employee to repay prorated relocation expenses if he
resigned within six months, did not create an employment contract of
definite duration.
We agree with the trial court that this clause is exactly what its label
suggests: a sign-on bonus. It is merely an incentive to entice Employee to
accept employment and stay for at least two years, and not a promise to
employ her for a minimum term of two years. It does not clearly and
unambiguously set forth a definite term of employment. Furthermore, it
contains no provision for discharge for just cause only. Hence, we do not
find any language in Exhibit A that can be construed to be a term of definite
duration.
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ere
intend the employment to be at-will or where the employee provides special
consideration to the employer in addition to the services for which he was
hired, or incurs substantial hardship. Luteran, supra at 214; see also
DiBonaventura v. Consol. Rail Corp., 539 A.2d 865, 867-70 (Pa.Super.
1988) (finding that reliance on an employee manual suggesting that
employment is not at-will, or an allegation of a company policy prohibiting
discharge of employees except for just cause, are examples of facts that
may permit a finding of an implied employment contract for a specified
term).
Employee avers that her receipt of the bonus was special consideration
that would overcome the presumption of at-will employment. However,
Employee misapprehends the law. The question is not whether the
employee received special consideration but whether the employee
consideration exists when an employee affords his employer a substantial
benefit other than the services which the employee is hired to perform, or
when the employee undergoes a substantial hardship other than the services
Donahue v. Fed. Express Corp., 753 A.2d
238, 245 (Pa.Super. 2000) (quoting Cashdollar v. Mercy Hosp. of
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Pittsburgh, 595 A.2d 70, 73 (Pa.Super. 1991)). Substantial hardship has
been found where an employee left his former job, sold a house, and moved
away for employment. Id.
The amended complaint does not contain any factual allegations from
which it reasonably can be inferred that Employee conferred any special
consideration on Graham Packaging or that she incurred substantial
i.e., the
obligation to reimburse the bonus to Graham Packaging if she voluntarily
resigned within the first two years is neither additional consideration to
Graham Packaging nor a substantial hardship to Employee. Therefore, we
agree with the trial court and find that the third factor is not pled or present.
Finally, our law does provide legal redress in those situations when
discharge offends public policy. Luteran, supra at 214. For example, a
cause of action may exist where an employer discharges an at-will employee
when the employee refused to commit a crime or when he complied with a
statutorily- See Donahue,
supra at 244. However, Employee does not contend that a recognized
public policy was violated by her termination. In sum, Employee does not
allege facts that establish a legally sufficient claim for a breach of an express
or implied employment contract and the trial court did not err by sustaining
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Employee
dismissing her amended complaint with prejudice. She maintains that she
should have been given the opportunity to amend to correct any
deficiencies. The principles governing amendment of a pleading are as
follows:
[T]he right to amend a pleading should not be withheld when
there is a reasonable possibility that amendment can be
accomplished. . . [E]ven when a complaint is deficient,
amendment and not dismissal, is the appropriate remedy. If a
demurrer is sustained, the right to amend should not be withheld
where there is some reasonable possibility that amendment can
be accomplished successfully.
Hoza v. Hoza, 448 A.2d 100, 103 (Pa.Super. 1982) (citations and internal
quotations omitted). However, the trial court has broad discretion to grant
or deny a petition to amend. Schwarzwaelder v. Fox, 895 A.2d 614, 621
(Pa.Super. 2006). In reviewing the pro
Id. In Schwarzwaelder, we found
no abuse of discretion where the trial court denied permission to amend to
attach a document where the language therein did not remedy the pleading
deficiencies. See also Pennfield Corp. v. Meadow Valley Elec., 604 A.2d
1082, 1089 (Pa.Super. 1992) (collecting cases).
In the present case, after Graham Packaging filed a demurrer to
Employee had the opportunity to amend her complaint and cure the alleged
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deficiencies. While she availed herself of the right to amend, she failed to
remedy the defects. Employee has not proffered additional facts that, were
she permitted to amend, would state a claim. Thus, we find the trial court
did not abuse its discretion in finding no reasonable possibility that Employee
could successfully amend.
Exhibit A is not legally sufficient to create an express employment
contract for a specified term. Employee has also failed to plead facts from
which one can reasonably find that she incurred hardship or that she
conferred special benefit upon Graham Packaging that would support a
finding of an implied contract for a definite term. On the record before us,
amended complaint with prejudice.
Order affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 9/15/2014
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