Broederdorf v. Bacheler

129 F.Supp.3d 182

David Broederdorf

v.Robert Bacheler

CIVIL ACTION NO. 15–2117

United States District Court, E.D. Pennsylvania.

Signed September 14, 2015

Stephen P. Denittis, Denittis Osefchen PC, Philadelphia, PA, for David Broederdorf.

John R. Padova, Jr., The Padova Firm PC, Philadelphia, PA, for Robert Bacheler.

MEMORANDUM

Dalzell, District Judge

I. Introduction

We consider here the motion under Fed.R.Civ.P. 12(b)(6) of defendant Robert Bacheler ("Bacheler") to dismiss plaintiff's complaint for failure to state a claim upon which relief can be granted.

David Broederdorf ("Broederdorf") brings this action as personal representative on behalf of the Estate of Amy Louise Bosich, his late wife (a citizen of Florida as is her husband), against defendant Bacheler, a Pennsylvania citizen, claiming breach of contract, breach of the implied covenant of good faith and fair dealing, equitable estoppel, unjust enrichment, fraud in the inducement, breach of fiduciary duty, and conversion.

We have diversity jurisdiction over these claims pursuant to 28 U.S.C. § 1332 as the amount in controversy exceeds the jurisdictional threshold.

Defendant moves to dismiss plaintiff's complaint in its entirety. For the reasons set forth below, we will grant in part and deny in part defendant's motion to dismiss and grant leave for plaintiff to file an amended complaint.

II. Standard of Review

A defendant moving to dismiss under Fed R. Civ. P. 12(b)(6) bears the burden of proving that the plaintiff has failed to state a claim for relief. See Fed.R.Civ.P. 12(b)(6) ; see also, e.g., Hedges v. United States, 404 F.3d 744, 750 (3d Cir.2005). To survive a Rule 12(b)(6) motion, the complaint must contain sufficient factual matter, accepted as true, to state a facially plausible claim to relief. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) ; Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). A claim is plausible "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 556 U.S. at 678, 129 S.Ct. 1937.

As the Supreme Court stresses, "the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions. Threadbare recitals of the elements of a cause of action ... do not suffice." Id. Courts "are not bound to accept as true a legal conclusion couched as a factual allegation." Twombly, 550 U.S. at 555, 127 S.Ct. 1955. The Court further notes that analyzing claims is a "context-specific task" that requires judges to use their "judicial experience and common sense" when ultimately deciding whether or not a plaintiff has pled sufficient factual content to plausibly state a claim for relief. Iqbal, 556 U.S. at 679, 129 S.Ct. 1937.

In the wake of Twombly and Iqbal, our Court of Appeals laid out a two-part test to apply when considering a motion to dismiss under Fed.R.Civ.P. 12(b)(6) :

First, the factual and legal elements of a claim should be separated. The District Court must accept all of the complaint's well-pleaded facts as true, but may disregard any legal conclusions. Second, a District Court must then determine whether the facts alleged in the complaint are sufficient to show that the plaintiff has a ‘plausible claim for relief.’

Fowler v. UPMC Shadyside, 578 F.3d 203, 210–11 (3d Cir.2009) (internal citations omitted). In deciding a motion to dismiss, we may consider "the allegations contained in the complaint, exhibits attached to the complaint and matters of public record," and any "undisputedly authentic document that a defendant attaches as an exhibit to a motion to dismiss if the plaintiff's claims are based on the document." Pension Benefits Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir.1993).

We recite the facts as they appear in the complaint.

III. Factual Background

Plaintiff Broederdorf is the personal representative of the Estate of Amy Louise Bosich ("Estate") as appointed by the Circuit Court for Flagler County, Florida, where Bosich's Will is being probated. Compl. at ¶ 13. Bosich was the founder and sole owner of Flying Nurses International (FNI), a medical escort service that specializes in commercial airline medical transports and supplies nurses to escort travelers who have fallen ill or suffered injury while travelling abroad. Id. at ¶¶ 19–20. Defendant Bacheler is and has been an employee of FNI since 2007 and has worked as a Flight Nurse and International Flight Coordinator. Id. at ¶ 21.

The original Company Agreement for FNI ("Original Agreement") was drafted in September of 2011. See Compl. Ex. A. The Original Agreement gave Bacheler a right of first refusal to purchase FNI upon the death of Bosich. See id. at Sec. 14.02. It also provided for Bacheler to purchase a life insurance policy on Bosich as a means of paying for the purchase of FNI:

A life insurance policy in an amount to be determined in the Sole Member's sole and absolute discretion may be initiated within sixty (60) days of the adoption of this Company Agreement. This life insurance policy shall be payable to the Sole Member's estate as all or a portion of the purchasing funds required for Mr. Bacheler to purchase the Sole Member's membership interests in the Company. In order to use the life insurance policy to cover all or a portion of the purchase price for the Sole Member's membership interests, Robert Bacheler shall pay any and all premiums due on such policy during its term. In the event that Robert Bacheler waives his right of first refusal and another buyer is found to purchase the Sole Member's membership interests in the Company, Robert Bacheler shall be reimbursed for the premium payments made for such life insurance policy.

Id . at Sec. 14.02(c)(4). Bacheler signed a "Joinder and Consent" page on September 7, 2011 at the end of the Original Agreement which read:

In light of the importance of the specified parties' cooperation in implementation of the succession plan set forth in Article 14 of this Company Agreement to ensure the continuous operation of the Company and transfer of the Sole Member's membership interest in the Company the undersigned hereby join in and consent to the provisions of this Company Agreement. Such joinder and consent shall not be [sic] affect the powers of the Sole Member nor restrict the Sole Member from modifying the terms of this Company Agreement in her sole and absolute discretion.

Id. at "Joinder and Consent." Bosich signed the Original Agreement at its conclusion as both a "Manager" and "Member." Id.

Bosich applied for a life insurance policy in the amount of $1 million, pursuant to the Original Agreement, on April 20, 2012. See Compl. Ex. B. In applying for the policy, Bosich designated "Amy Bosich's Estate" as the primary beneficiary of the policy in accordance with the Original Agreement. Id. Broederdorf was designated the contingent beneficiary of the life insurance policy. Id. Bosich named Bacheler the owner of the policy. Id. The $1 million insurance policy on the life of Bosich was issued shortly thereafter. Bacheler paid the advance premium for the described life insurance policy and timely made all subsequent premium payments for the policy. Compl. at ¶¶ 31, 36.

FNI replaced the Original Agreement with an Amended and Restated Company Agreement ("Amended Agreement") in September of 2014. See Compl. Ex. C. The Amended Agreement also gave Bacheler a right of first refusal to purchase the company in the event of Bosich's death and again addressed the issue of Bacheler using the life insurance policy on Bosich to help Bacheler purchase the company:

A life insurance policy has been put in place, which is payable to the Sole Member's estate as all or a portion of the purchasing funds required for Robert Bacheler to purchase the Sole Member's membership interests in the Company. In order to use the life insurance policy to cover all or a portion of the purchase price for the Sole Member's membership interests, Robert Bacheler has been and will continue to pay all of the premiums due on the life insurance policy. In the event that Robert Bacheler waives his right of first refusal and another buyer is found to purchase the Sole Member's membership interest in the Company, he shall be reimbursed for the premium payments actually paid at the time of the sale of the Company to the third party purchaser ... Robert Bacheler shall receive a credit towards the Fair Value of the Company up to one hundred percent (100%) of the proceeds received from the life insurance policy but, in no event, will Robert Bacheler be entitled to receive any portion of the life insurance proceeds if the Fair Value of the Company is less than the amount paid from the life insurance policy after the death of the Sole Member.

Id . at Sec. 14.02(c)(4). Bacheler again signed a "Joinder and Consent" page on September 15, 2014 at the end of the Amended Agreement which read:

In light of the importance of the specified parties' cooperation in implementation of the succession plan set forth in Article 14 of this Amended and Restated Company Agreement to ensure the continuous operation of the Company and transfer of the Sole Member's membership interest in the Company the undersigned hereby join in and consent to the provisions of this Amended and Restated Company Agreement. Such joinder and consent shall not affect the powers of the Sole Member nor restrict the Sole Member from modifying the terms of this Company Agreement in her sole and absolute discretion; except that the Sole Member may not amend Section 14.02(c) and 14.04 without the written joinder and consent of Robert Bacheler.

Id. at "Joinder and Consent." Bosich signed the Amended Agreement as both a "Manager" and "Member" on August 26, 2014, and, on September 15, 2014, she signed the above described "Joinder and Consent" below Bacheler's signature. Id.

Shortly...