METZ v. BAE SYSTEMS TECHNOLOGY SOLUTIONS AND SERVICES INC., No. 1:2012cv01694 - Document 23 (D.D.C. 2013)
Court Description: MEMORANDUM OPINION to the Order granting Defendant's Motion to Dismiss Plaintiff's Amended Complaint. Signed by Judge Gladys Kessler on 9/30/13. (CL, )
Download PDF
<![CDATA[
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA STEPHEN D. METZ, Plaintiff, v. Civil Action No. 12-1694 (GK) BAE SYSTEMS TECHNOLOGY SOLUTIONS & SERVICES, INC., Defendant. MEMORANDUM OPINION Plaintiff Stephen D. Metz ( "Plaintiff 11 or "Metz 11 ) brings this diversity action against Defendant BAE Systems Technology Solutions & Services, Inc. ("Defendant 11 or "BAE 11 ) alleging violations of the common law of the District of Columbia. This matter is presently before the Court Motion to Dismiss Plaintiff's Amended Complaint Upon Reply consideration [Dkt. No. 20], of the Motion, Opposition on Defendant's [Dkt. [Dkt. and the entire record herein, No. 13] . No. 19], and for the reasons stated below, Defendant's Motion to Dismiss is granted. I. BACKGROUND BAE United provides States federal 1 management Armed agencies. Forces, Am. Compl. and operational Department ~ 7. of BAE is support Defense, resident, was employed at BAE the and other incorporated and has ~~ its principal place of business in Maryland. Id. Virginia to as Vice 5-6. Metz, a President of Maritime Programs from August 13, 2007, to February 3, 2012. Id. ~~ 3, 8, 52. On February 3, 2012, Metz was laid off. ~52. Id. Metz signed a Waiver and Release Agreement with BAE that included a Non-Compete Provision barring Metz for one year from working for BAE' s competitors. Id. ~~ 2 0, 52. That Provision was effective immediately and expired in February of 2013. Id. ~ 20. Metz then applied for the position of Senior Vice President and Group Manager of the Acquisition Program Management Group at ALION, a company that had worked with BAE on several projects in ~~52-53, the past. Id. position, and he 58-59. ALION selected Metz to fill the began working 1 there on May 14, 2012, three For purposes of ruling on a motion to dismiss, the factual allegations of the complaint must be presumed to be true and liberally construed in favor of the plaintiff. Aktieselskabet AF 21. November 2001 v. Fame Jeans Inc., 525 F.3d 8, 15 (D.C. Cir. 2008); Shear v. Nat'l Rifle Ass'n of Am., 606 F.2d 1251, 1253 (D.C. Cir. 1979). Therefore, the facts set forth herein are taken from the Amended Complaint ("Am. Compl.") [Dkt. No. 9]. -2- months after he left BAE. Id. ~ 54. Metz's employment with ALION was "on an at will basis." Id. ~ 55. Shortly after being hired, Metz informed BAE employees that he was now working for ALION. Id. ~ 57. contacted Metz and ALION and "demand [ed] fire Plaintiff or that Plaintiff In late May 2012, BAE that ALION immediately immediately resign" and threatened legal action if neither of these events occurred. Id. ~ 63, 67. for ALI ON, The Amended Complaint alleges when Metz went to work ALI ON and BAE had been teammates and partners on a number of projects and therefore, were not competitors and would not be competitors during the duration of Metz's one year non-competition agreement with BAE. On June 15, 2012, direct consequence of BAE's actions, ALION terminated Metz. as a Id. ~ 74. On October 16, 2012, Metz filed a complaint in this Court. On November 21, 2012, he filed an Amended Complaint. 2 On December 21, 2012, Complaint BAE filed ("Motion") a Motion [Dkt. No. to 13] Dismiss Plaintiff's On January 25, Amended 2013, Metz filed an Opposition to Defendant's Motion to Dismiss the Amended Complaint ("Opposition") [Dkt. No. 19]. On February 8, 2013, BAE 2 In his Amended Complaint, Metz alleges several facts which are he alleged in his initial completely opposite to those complaint. Mot. at 17-18. -3- filed a Reply in Support of Its Motion to Dismiss Plaintiffs' Amended Complaint ("Reply") II. [Dkt. No. 2 0] . STANDARD OF REVIEW To survive Rule 12(b) (6), state a claim to relief that is plausible on its face" and to "nudge [ [his or plaintiff a motion to need only plead dismiss "enough under facts to a her] claims across the line from conceivable to plausible." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). "[O]nce a claim has been stated adequately, it may be supported by showing any set of facts consistent with the allegations in the complaint." Id. at 563. Under the Twombly standard, a "court deciding a motion to dismiss must not make any judgment about the probability of the plaintiffs' success . [,] must assume all the allegations in [, and] the complaint are true (even if doubtful in fact) must give the plaintiff the benefit of all reasonable inferences derived from the facts alleged." Aktieselskabet AF 21, ·at 17 (internal complaint will quotation not marks suffice, and however, citations if it 52 5 F. 3d omitted) . "tenders A 'naked assertion[s]' devoid of 'further factual enhancement.'" Ashcroft v. Iqbal, 556 U.S. 662, 678 557) (2009) (alteration in Iqbal). -4- (quoting Twombly, 550 U.S. at III. ANALYSIS Metz has withdrawn Counts I and V of his Amended Complaint. Opposition 2 n.1. Thus, the remaining claims are Counts II-IV, all of which BAE argues must be dismissed. The Court addresses each Count in turn. Count II: Tortious Interference with Contract A. In Count with his procured means. II, Metz employment the Am. was ~ 79. of Metz this ALION he and agreement acknowledges but case," BAE tortiously interfered with that will," "at circumstances of that agreement termination Compl. agreement alleges through that his that, claims "had a intentionally improper employment the "under contract of employment with ALION." Id. To state a claim for intentional interference with contract under D.C. law, a plaintiff must allege: contract; (2) procurement resulting of "(1) the existence of a knowledge of the contract; (3) a of the contract; and breach from the breach." Onyeoziri v. Spivak, intentional (4) damages 44 A.3d 279, 286 (D.C. 2012) The District of Columbia Court of Appeals has made it clear that an at-will employment agreement cannot be used as the basis of a tortious interference with contract claim. Commc'ns Corp., 748 A.2d 949, 957 -5- (D.C. 2000) McManus v. ("It is MCI clear that, as an at-will employee, appellant did not have a contractual employment relationship she could use as the basis for a suit for relationship.") 419, 432-33 203 F. tortious (citing interference Bible Way with Church v. a contractual Beards, 680 A.2d (D.C. 1996)); see also Riggs v. Home Builders Inst., Supp. 2d 1, 22-23 (D.D.C. 2002) (noting that plaintiff could not bring an intentional interference with contract claim based on an at-will employment agreement under D.C. law) (citations omitted). The logic behind the court's conclusion was that "if there is no fixed or assured employment there nothing tangible with which to interfere." Dale v. Thomason, F. Supp. 181, 184 (D.D.C. 1997) (discussing Bible Way, is 962 680 A.2d at 432-33). Even though Metz acknowledges that his employment agreement with ALION was at-will, he states that "under the circumstances of this ALION." case, Am. Plaintiff Compl. ~ 79. had a contract However, Metz of does employment not with identify any "circumstances" related to his agreement with ALION that would indicate that this othe,rwise more "tangible" was "fixed or than standard a assured employment" at-will or employment agreement. Dale, 962 F. Supp. at 184. Instead, Metz attempts to distinguish Bible Way and McManus by arguing that the alleged "interferers" -6- in those cases were not true third parties, employer. Opposition but were fellow employees of the same 8-10. That is a distinction without a difference. The defendant's status is irrelevant to the question of whether an at-will employment agreement can constitute a contract for purposes of a tortious interference with contract claim. See Riggs, 203 F. Supp. 2d at 23 (rejecting attempt to distinguish McManus and Bible Way and noting that uthe courts in both cases . specifically focused on the plaintiffs' at-will status in rejecting the tortious interference claims") McManus, 748 A.2d at 957-58; Bible Way, 680 A.2d at (citing 432-33). Metz's attempt to distinguish controlling precedent based on the status of the alleged third party interferer is unpersuasive. Therefore, contract upon Metz has which failed his to tortious allege the existence interference with of a contract claim can be based, and Count II shall accordingly be dismissed. 3 B. Count III: Tortious Economic Advantage In Count III, Interference with Prospective Metz alleges that BAE tortiously interfered with his uvalid business or economic expectancy with ALION," and intentionally induced or caused expectancy through improper means. 3 the Am. termination Compl. ~ of 83. Again, that the BAE also argues, persuasively, that Metz has failed to allege any facts demonstrating that BAE had any knowledge of some nonat-will contract between Metz and ALION. -7- basis for Metz's claim is his at-will employment agreement with ALION. To a state claim for intentional prospective economic advantage under D.C. allege: "(1) the existence of a or expectancy on intentional interference law, a plaintiff must valid business relationship or expectancy between plaintiff and relationship [ALION] ; the part inducing (2) of or knowledge of the the defendant; causing a termination of the relationship or expectancy; and damage." Inc., Sabre 857 F. Enters., Int '1 Supp. Inc. v. Sec. 2d v. 97, Domino's with interference breach (4) Torres Advanced Enter. 103 (D.D.C. Pizza, Inc., 45 or resultant Solutions, (citing 2012) ( 3) F.3d 493, Bennett 499 (D.C. Cir. 1995)). In McManus, Court of Appeals would recognize 748 A. 2d directly a prospective economic agreement. The claim where court relationship. so now," 11 her 1957, for ruled suit District the issue based that for Significantly, on it an of of Columbia whether interference intentional expectancy and that it was the addressed advantage employee can maintain a advantage at at-will "never has it with employment held that an interference with prospective was based on an at-will the court said that "we do not do "not willing" to provide the employee "contractual protections based on her alleged expectancy." -8- Id. Based on this language in McManus, several other members of this District Court have already concluded that the District of Columbia Court of Appeals would not recognize a tortious interference with prospective economic advantage claim based on an at-will employment agreement. See Zelaya v. UNICCO Serv. Co., 587 F. Supp. Ass'n of 785326, N.A., No. 2d 277, Specialty at *4 372 F. 01-1486, 287 Programs (D.D.C. Supp. (D.D.C. & Sch., March 28, 2d 61, 2008); Houlahan v. No. 04-01161, 2006); Daisley v. (D.D.C. 72-73 2005); 2003 U.S. Dist. LEXIS 3427, World Wide 2006 WL Riggs Bank, Gross v. at *9-*10 Davis, (D.D.C. Mar. 3, 2003); Riggs, 203 F. Supp. 2d at 24-25. In response, Plaintiff has presented a long and detailed argument -- which is purely speculative -- that the District of Columbia Court interference of Appeals claim brought would permit by an at-will a third employee. party Plaintiff cites extensive case law from other jurisdictions throughout the country, including the Maryland courts, the Restatement (Second) of Torts the Supreme Court, in support of and its position. While this authority may be properly cited and is interesting to be aware of, it certainly does not support Plaintiff's prediction that the District of Columbia Court of Appeals would recognize a cause of action for third party interference even though that interference was based on at-will employment. -9- The court's language makes it clear that not only was it not making that ruling in McManus, but even emphasized that it "was not willing do [so] (emphasis language, emphatic to this Court added) . can Id. certainly Given not that reach the conclusion that the District of Columbia Court of Appeals would permit Plaintiff's third party interference claim based upon an at-will contract to proceed in this case. Plaintiff seems to be arguing that the wide acceptance in the majority of third party jurisdictions, interference including the Supreme Court, claims based on at-will of employment virtually compels the District of Columbia Court of Appeals to reach the conclusion presents of That, itself. District it Columbia seeks of Court when course, of the is Appeals, not as appropriate case. The highest State the the issue court in the District of Columbia, is fully entitled to make its own decision interpreting the substantive law in the District of Columbia. 'It was given this opportunity in McManus, and forcefully rejected it. 4 4 Plaintiff is correct that the Supreme Court did state in Haddle v. Garrison, 525 U.S. 121, 126-27 (1998) that "the sort of harm alleged by petitioner here essentially third party interference with at-will relationships -- states a claim for relief under § 1985(2). Such harm has long been a compensable injury under tort law, and we see no reason to ignore this tradition in this case. " However, the Court was -10- In sum, this Court agrees with the cases already cited that the District of Columbia Court of Appeals' leads to language in McManus the conclusion that it would not recognize a tortious interference with prospective economic advantage claim based on Metz's at-will employment agreement with ALION, and, thus, Count III shall be dismissed. 5 Count IV: Breach of the Implied Covenant of Good Faith and Fair Dealing C. Count IV alleges that BAE violated the implied covenant of ~did good faith and fair dealing when it honesty in its not conduct itself with enforcement of the non-compete agreement ~ with Plaintiff." Am. Compl. 89. The District of Columbia Court of Appeals has held that all contracts contain an implied dealing, which means that duty ~neither of good faith and fair party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract." Allworth v. Howard Univ., Smith, 547 890 A.2d 194, A.2d 986, interpreting federal state law. 5 987 tort 201 (D.C. law, (D.C. 2006) 1988)). not ~If (quoting Hais v. the ruling on the party to a substance of BAE again argues, persuasively, that Metz has failed to allege any facts demonstrating that BAE had any knowledge of the alleged business relationship or expectancy between Metz and ALION. -11- contract evades imperfect the spirit of performance, other party, or the contract, interferes with willfully renders performance by the he or she may be liable for breach of the implied covenant of good faith and fair dealing. 11 Id. (citing Hais, 547 A.2d at 987-88). In order to survive a motion to dismiss for breach of the implied covenant of good faith and fair dealing, plaintiff must allege facts to show that defendant "has taken steps, or refused to take steps, which ultimately had the effect of destroying or injuring the right to receive the fruits of the contract.,, Mero v. City Segway Tours of Wash. D.C., L.L.C., 826 F. Supp. 2d 100, 106-07 (D.D.C. 2011) The only (quotation omitted). contract that Metz has identified between the parties which can form the basis for Metz's claim is the Waiver and Settlement Agreement that he executed upon his termination from BAE. 0732, See Robinson v. Deutsche Bank Nat. Trust Co., No. 12- 2013 WL 1191034, at *13 (D.D.C. Mar. 25, 2013) (noting that under D.C. law, a "claim for breach of the implied covenant of good faith and fair dealing cannot exist in the absence of a contractual relationship 772 F. allege Supp. that 2d 268, BAE "has 11 ) (quoting Busby v. 284 taken (D.D.C. steps, 2011)). or Capital One, Metz must refused to N.A., therefore take steps, which ultimately had the effect of destroying or injuring the -12- right to receive the fruits" he contracted to receive under the Waiver and Settlement Agreement. Mere, 826 F. Supp. 2d at 106- 07. Metz has made no such allegations. BAE correctly asserts that the only "fruit" of the Waiver and Settlement Agreement to which Metz is entitled is "Supplemental Severance Pay and Benefits." Am. Compl. Ex. 1 ~ 3 (b) . 6 Metz does not allege how BAE has, in any way, "taken steps, or refused to take steps, ultimately had the effect of destroying or injuring" which his right to receive those benefits. Instead, Metz argues that BAE is interfering obligation. to not seek employment with BAE' s insists agreement that his competitors created ability seek to an to not "implicit" employment with seek right any competitors. employment to with the with Metz BAE' s inverse non-competitor his of the BAE. Opposition 26. This "[I]mplied covenants are disfavored," Amfac Resorts, L.L.C. v. Dep't of the Interior, 142 F. 2001), Supp. argument 2d 54, and BAE contains is 73 no not (D.D.C. right persuasive. to and the contract between Metz seek future 6 employment with non- The Court can consider documents attached as exhibits to the Complaint when resolving a motion to dismiss. See Daniels v. United States, No. 12-0485, 2013 WL 2352106, at *5 (D.D.C. May 30, 2013). -13- competitors of BAE. was something It is clear that the non-compete provision provided by Metz to Thus, it is not a supplemental pay and benefits. BAE in exchange ~fruit" for of the contract that entitles him to any particular benefit. Because the ability to work for ALION or any other employer is not a alleged benefit provided interference with to Metz that under benefit the agreement, cannot give BAE' s rise to a claim for breach of the implied covenant of good faith and fair dealing. WL ~ See Ihebereme v. 1248240 I at (D.D.C. *10 [p] laintiffs were not contract, 28, No. 10-1106, (noting 2013) 2013 that so defendants could not have done anything to destroy Howard Place, Mar. N.A., entitled to interest payments under the or injure the plaintiffs' v. Capital One, Univ., Inc. v. 754 right A.2d Beresford, to receive them") 297, 850 F. 310 Supp. 2012) (dismissing claim for breach of faith and fair dealing where (D.C. (citing Paul 2000)); 2d 251, B&H 260-61 Nat'l (D.D.C. implied covenant of good defendants ~simply had no duty under the Covenants to disclose their business plans"). Therefore, a claim for Metz has failed to set forth a basic element of breach of the implied covenant of good fair dealing, and, thus, Count IV shall be dismissed. -14- faith and IV. CONCLUSION Upon consideration of the entire record herein, the Motion, Opposition, Reply, and and for the reasons set forth in this Memorandum Opinion, Defendant's Motion to Dismiss is granted. An Order shall accompany this Memorandum Opinion. {~~Jihdb September 30, 2013 Gladys KesOer' "----· United States District Judge Copies to: attorneys on record via ECF -15-
]]>
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You
should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google
Privacy Policy and
Terms of Service apply.
