Lackner v. Glosser

892 A.2d 21

Raymond F. LACKNER, Appellant v. Daniel S. GLOSSER, Individually, and t/d/b/a Glosser Manufacturing, Inc.; M. Glosser & Sons, Inc., a Pennsylvania Private Business Corporation; the David A. Glosser Foundation; Lesdan Realty, Inc., a Pennsylvania Business Corporation; James Saly, an Individual; and Barnes, Saly & Company, LLP, a Limited Partnership, Appellees

Superior Court of Pennsylvania.

Argued May 25, 2005.

Filed January 26, 2006.

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Lawrence G. Zurawsky, Pittsburgh, for Lackner, appellant.

John H. Riordan, Jr., Pittsburgh, for Saly, appellee.

Michael P. Robic, II, Pittsburgh, for M. Glosser & Sons, appellee.

Before: HUDOCK, ORIE MELVIN, and McCAFFERY, JJ.

McCAFFERY, J.:

¶ 1 Appellant, Raymond F. Lackner, appeals from the order of the Honorable Ronald W. Folino entered on August 24, 2004, in the Court of Common Pleas of Allegheny County, granting summary judgment in favor of Appellees and dismissing in its entirety Appellant's amended complaint. Specifically, Appellant asks us to determine whether genuine issues of material fact exist to support his counts sounding in breach of contract, unjust enrichment, and civil conspiracy. Because we conclude that there are no genuine issues of material fact, we affirm.

¶ 2 The relevant facts are as follows.¹ In 1983, Appellee, Daniel S. Glosser ("Glosser"), president and controlling shareholder of Appellee, M. Glosser & Sons, Inc. ("the Corporation"), hired Appellant to be the Corporation's Executive Vice President. Appellant received an initial salary of $50,000 and was entitled to receive bonuses on any after-tax profits of the Corporation. (Lackner Deposition, March 23, 2004, Exhibit 4 at 1; R.R. at 195a). In 1985, Appellant received a bonus of $30,000, and in January 2001, a bonus of $17,553. A letter agreement dated December 19, 2000, authored by Glosser and addressed to and signed as "accepted" by Appellant, provides as follows:

I have your request for payment of a bonus due for your performance in fiscal 1989 in the amount of $17,553.00, which is in accordance with our agreement dated 9/1/83, a copy of which is attached.

This bonus will be paid to you in January of 2001 and upon payment of this bonus you hereby agree that no further bonuses are due under this arrangement up through the end of our fiscal year, June 30, 2000.

(Id., Exhibit 18; R.R. at 196a).

¶ 3 Appellant's position as Executive Vice President required him, among other things, to set up, manage and supervise an accounting system for the Corporation. Appellant met this responsibility by implementing an accounting system that he had developed and used with a previous employer. This system generated monthly reports and income statements for each of the Corporation's locations, and it produced balance sheets for the Corporation. It was also capable of setting up reports for additional companies, which was done from time to time. Further, for some divisions, the system provided information on the profitability of individual items produced. To implement this system, Appellant had access to accounts payable, accounts receivable, invoices, purchase orders, cash receipts, and vouchers for accounts payable for all of the Corporation's divisions. Also, Appellant had access to the same types of documents of Appellee, Glosser Manufacturing Company, Inc. ("the Manufacturing Company"). (Id. at 54-60, 138-145; R.R at 584a-590a, 669a-676a). Appellant considered himself an expert in financial statements and "forensic accounting," which he described as the knowledge of knowing when and why audits and accounts are incorrect. (Id. at 13-14; R.R at 543a-544a).

¶ 4 In 1990, one of the Corporation's divisions under Appellant's management began manufacturing commercial and industrial trash compactors. Between 1991 and 1997, Appellant filed three applications with the United States Patent and Trademark Office ("the Patent Office") for patents covering inventions involving trash compactors. In 1998, Appellant, Glosser, and another individual, filed an application for a patent involving another trash compacting device. The Patent Office issued patents to the named inventors, including Appellant, who in turn assigned the patents to the Corporation, the Manufacturing Company, or Glosser doing business as the Manufacturing Company.² All of the assignments explicitly provided that the patents were assigned "in consideration of One Dollar ($1.00) and other good and valuable consideration paid to me by [the] assignee, receipt whereof [the assignor] hereby acknowledge[s]." (Id. Exhibits 14-16; R.R. at 197a-199a). Appellant fully executed the assignments.³

¶ 5 In early July 2001, Appellant's employment with the Corporation was suspended, and on July 6, 2001, Appellant commenced the instant action against Appellees. Appellant's amended complaint, setting forth seven counts, asserts two broad categories of liability and injury: (1) that Glosser, the Corporation, and the Manufacturing Company, failed to tender promised consideration in exchange for Appellant's assignment of the patents or had otherwise failed to protect and satisfy alleged compensation rights owed to Appellant in connection with the patents; and (2) that Glosser, and the entities allegedly controlled by him,⁴ conspired with their accountants⁵ to shift assets and engage in improper accounting practices in an effort to artificially lower the after-tax earnings of the Corporation so as to deprive Appellant of bonuses promised under the terms of his employment with the Corporation.

¶ 6 With respect to his first broad area of contention, Appellant alleged that in 1991, Glosser orally promised Appellant that he would, "in the future," confer upon Appellant an equity position in "various divisions" of the Corporation and Manufacturing Company. (Amended Complaint, filed January 4, 2002, at ¶ 19; R.R. at 10a; emphasis added). Although Appellant did not allege that this promise was made in exchange for his own promise to assign any patents he might one day secure to Glosser and/or the Corporation, he did allege as follows:

[Appellant] pursued his invention and design of trash compaction apparatus, the patenting of those designs and inventions, and the ultimate assignments of his patents and proprietary rights to Glosser, the [Manufacturing] Company and/or the Corporation solely and completely in consideration of, and in good faith reliance upon, Glosser's promise, covenant and warrant to [Appellant] that [Appellant] would be compensated for those assignments in the future, from the revenues and/or profits to be realized from the manufacture, marketing, sale and servicing of patented [Appellant] devices by Glosser, the [Manufacturing] Company and/or the Corporation and their various affiliates.

(Id. at ¶ 39; R.R. at 14a).

¶ 7 Appellant did not allege, nor has he ever identified, any written agreement between himself and Glosser regarding consideration for assignment of the patents or a promise of future compensation from the manufacture, marketing, sale, or service of the patented creations. On the contrary, Appellant alleged that he made "numerous and increasingly emphatic" requests to Glosser to enter into a written agreement that would set forth his "participation" in the proceeds of a proposed future sale of the assets of the compactor division, including the patents (id. at ¶ 43; R.R. at 15a), but that Glosser "refused categorically to enter into a written agreement" or even an oral agreement concerning compensation to be paid to Appellant following a future sale of the compactor division. (Id. at ¶ 44; R.R. at 15a).

¶ 8 The amended complaint listed four counts against Glosser, the Corporation, and the Manufacturing Company with respect to Appellant's allegations of lost compensation related to the assignment of the patents. Count I sought rescission of the patent assignments based on lack of consideration or a failure to tender promised future consideration. Count II sought to enjoin Glosser, the Corporation, and the Manufacturing Company from selling, assigning, licensing or otherwise transferring the patents or from taking any unspecified action that might damage Appellant's alleged interest in the patents. Count III requested the trial court to specifically enforce a non-existent compensation agreement between Glosser and Appellant that Appellant hoped to create, either through "mutually acceptable" terms or, failing that, terms "determined and directed by the Court, to assure equitable and just compensation" for Appellant as a result of his assignment of the patents. (Id. at ¶ 64; R.R. at 21a). Count IV, captioned "Quasi-Contract," sought monetary damages for alleged unjust enrichment of Glosser "and the other Defendants" arising from the assignment of the patents. (Id. at ¶¶ 66-67; R.R. at 22a).

¶ 9 Appellant set forth three additional counts pertaining to his second broad area of contention, all based on his allegation that Glosser, with Accountant Appellees, "controlled and manipulated the accrual, allocation and disbursement of revenue" of the Corporation, the Manufacturing Company, and other Glosser Appellees "in a manner inuring to the ... personal benefit of Glosser," and with the intent of preventing the compactor and other divisions of the Corporation from showing actual profits. (Id. at ¶ 46; R.R. at 16a). Count V sought an accounting of the Corporation's financial circumstances over an unspecified number of years. Count VI sought monetary damages as a result of alleged injury suffered from an alleged civil conspiracy between Accountant Appellees and Glosser Appellees to willfully misapply or ignore auditing and accounting standards and procedures. Count VII sought monetary damages as a result of alleged injury arising from the negligence of Glosser and Accountant Appellees in failing to exercise reasonable care when applying accounting, auditing, and financial...