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Edward Walker Dean D/B/A Edward Walker Dean Associates v. Edward Walker

July 10, 2012

EDWARD WALKER DEAN D/B/A EDWARD WALKER DEAN ASSOCIATES, PLAINTIFF,
v.
EDWARD WALKER, INDIVIDUALLY AND AS CEO FOR EJW ENTERPRISES I, INC., EJW ENTERPRISES I, INC., DEFENDANTS.



The opinion of the court was delivered by: Alan Kay United States Magistrate Judge

AMENDED MEMORANDUM OPINION*fn1

Plaintiff Edward Walker Dean ("Plaintiff") and Defendants Edward Walker ("Mr. Walker") and EJW Enterprises I, Inc. ("EJW Enterprises") (collectively, "Defendants") have consented to proceed before the undersigned for all purposes and trial. (See Docket Entry [45].) Currently before the Court is Defendants' Motion to Dismiss and for Summary Judgment [52] ("Defs.' Mot.") At the time Defendants filed their Motion to Dismiss and for Summary Judgment, they had already filed an Answer [5]. Therefore, Defendants moved to have the Motion to Dismiss converted into a Motion for Judgment on the Pleadings under Rule 12(c) [56], which the Court granted [57]. Plaintiff filed an Opposition to Defendants' original motion [53] ("Pl.'s Opp.") and a Surreply [58] after the Motion to Convert was granted. For the following reasons, Defendants' Motion will be GRANTED.

I. BACKGROUND

This case arises out of a Consulting Agreement between Plaintiff's company, Edward Walker Dean and Associates, and Defendants. EJW Enterprises*fn2 is a manufacturer of metal products servicing the aerospace, defense, energy and industrial sectors, headquartered in Detroit, Michigan. (Answer at ¶ 3.) The Consulting Agreement, entered into on August 10, 2009, provided that Edward Walker Dean and Associates would "use its best efforts to represent [EJW Enterprises] in securing business contracts and developing federal appropriations projects and relationships." (Consulting Agreement [52-1] at 2.) The Agreement was to be in effect until July 31, 2010 and compensation was set at $15,000 per month. (Id. at 2-3.)

Plaintiff makes three claims against Defendants: (1) Breach of Contract; (2) Willful, Malicious and Wanton Misconduct; and (3) Tortious Interference with Contract and Inducing Breach. (Compl. at ¶¶ 8-18.) Plaintiff's Complaint made the same three claims against Mark Sypniewski, a procurement agent for General Dynamics Land Systems, a defense contractor. (Compl. at ¶ 4.) The claims against Mr. Sypniewski have been transferred from this Court to the U.S. District Court for the Eastern District of Michigan owing to a lack of personal jurisdiction. (Order, Dec. 23, 2010 [35].)

Defendants challenge the breach of contract claim against Mr. Walker only, and make that challenge under Federal Rules of Civil Procedure 12(c) and Rule 56. (Defs.' Mot. at 4.) Defendants challenge the willful, malicious and wanton misconduct and tortious interference with contract claims against both EJW Enterprises and Mr. Walker and do so only under Rule 12(c). (Defs.' Mot. at 5-6.)

In Plaintiff's Complaint, he states that a copy of the Consulting Agreement "is attached hereto as 'Exhibit A' and incorporated by reference herein." (Compl. at ¶9.) Plaintiff does not attach the Consulting Agreement to the pleading, nor is there any Exhibit A to the Complaint. Defendants attach to their Motion for Judgment on the Pleadings a copy of the Consulting Agreement and a copy of the letter from EJW Enterprises to Plaintiff notifying him of the termination of the Agreement. (Defs.' Mot., Exs. A [52-3] and B [52-4].) Because both parties intended to rely on Exhibits attached to the pleadings, and because Defendants now seek summary judgment on one of their claims in addition to dismissal on the pleadings, the Court will treat Defendants' Motion as a Motion for Summary Judgment pursuant to Rule 56. See Fed. R. Civ. P. 12(d) ("If, on a motion under Rule 12(b)(6) or 12(c), matters outside the pleadings are presented to and not excluded by the court, the motion must be treated as one for summary judgment under Rule 56."); Langley v. Napolitano, 677 F. Supp. 2d 261, 263 (D.D.C. 2010) (construing motion for judgment on the pleadings and, in the alternative, for summary judgment, as a motion for summary judgment where motion attached exhibits that both parties relied on but were not included in the complaint ); Highland Renovation Corp. v. Hanover Ins. Group, 620 F. Supp. 2d 79 (D.D.C. 2009) (converting 12(b)(6) motion to summary judgment motion where court considered facts outside the complaint)

II. STANDARD OF REVIEW

Under Fed. R. Civ. P. 56(a), summary judgment shall be granted if the movant shows that there is "no genuine issue as to any material fact and the moving party is entitled to a judgment as a matter of law." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986). Summary judgment should be granted against a party "who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial." Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986).

The court is required to draw all justifiable inferences in the non-moving party's favor and to accept the non-moving party's evidence as true. Anderson, 477 U.S. at 255. The non-moving party must establish more than "the mere existence of a scintilla of evidence" in support of its position. Id. at 252. The non-moving party may not rely on allegations or conclusory statements; instead, the non-moving party is obliged to present specific facts that would enable a reasonable jury to find it its favor. Greene v. Dalton, 164 F.3d 671, 675 (D.C. Cir. 1999).

III. ANALYSIS

A. Breach of Contract

As noted above, Defendants' Motion does not challenge Plaintiff's claim for breach of contract against EJW Enterprises, only the breach of contract claim against Mr. Walker. (See Defs.' Mot. at 10.) To prevail on a breach of contract pursuant to District of Columbia law, a party must establish (1) a valid contract between the parties; (2) an obligation or duty arising out of the contract; (3) a breach of that duty; and (4) damages cause by the breach. Tsintolas Realty Co. v. Mendez, 984 A.2d 181, 187 (D.C. 2009). Defendants argue that Mr. Walker was not a party to the Agreement, and thus Plaintiff cannot establish that there was a contract between Plaintiff and Mr. Walker. (Id.) Both parties agree that Mr. Walker was the CEO of EJW Enterprises and negotiated and signed the Consultant Agreement in his capacity as the CEO of the Corporation. (Compl. at ¶ 2; Defs.' Mot. at 5.) Plaintiff claims that Mr. Walker was the individual who "made the decision to suddenly and unexpectedly terminate Plaintiff's employment contracts." (Pl.'s Opp. at 3.)

"A corporate officer acting in his official capacity is not personally liable for the corporation's breach of contract." B & M Linen, Corp. v. Kannegiesser, USA, Corp., 679 F. Supp. 2d 474, 486 (S.D.N.Y. 2010); see also Henderson v. Phillips, 195 A. 2d 400 (D.C. 1963) (president of company who entered into contracts on behalf ...


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