Opinion
155 MDA 2023 J-A23019-23
02-06-2024
HERSHEY COMPANY v. RYAN GREEN Appellant
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37
Appeal from the Order Entered November 16, 2022 In the Court of Common Pleas of Dauphin County Civil Division at No(s): 2019-CV-07477-CV
BEFORE: LAZARUS, J., McLAUGHLIN, J., and STEVENS, P.J.E. [*]
MEMORANDUM
McLAUGHLIN, J.
Ryan Green appeals from the order entering summary judgment against him and in favor of Hershey Company ("Hershey"). Green argues the court erred in overruling his demurrer to Hershey's claims for breach of contract and unjust enrichment, and in entering summary judgment against him on Hershey's claims and his counterclaims. We affirm.
Between 2013 and August 2017, while he was employed as a Senior Manager at Hershey, Green obtained a master's degree from New York University. Hershey reimbursed him the cost of the program - $129,297.19 - pursuant to their Tuition Refund Policy ("TRP"). The TRP includes a payback provision stating that an employee who is reimbursed for a completing a graduate degree program must return 100% of the reimbursement to Hershey if, within 12 months after completing the program, the employee "leaves [Hershey] voluntarily[.]" Green's employment with Hershey ended, and Green did not return the reimbursement.
The payback provision in full is as follows:
Payback Provision
A payback provision applies if an employee voluntarily leaves the company.
• Prior to completion or less than 12 months after completion of the program: 100% of all approved costs paid by Hershey for the entire undergraduate or graduate program;
• 12 to 24 months after completion of the program: 70% of all approved costs paid by Hershey for the entire undergraduate or graduate program.
• Over 24 months after completion of the program: no payback.Complaint, 10/10/19, Ex. A, at 2-3.
Hershey filed a complaint alleging breach of contract and, in the alternative, quantum meruit (unjust enrichment). Hershey claimed Green had voluntarily resigned within 12 months of completing his program and had not honored the payback provision of the TRP. Hershey alleged that when he resigned, Green sent a letter to the vice president of Hershey's human resources department, dated May 10, 2018. Hershey attached a copy of the letter to the complaint. The letter stated:
Dear Anna:
The purpose of this memo is to submit an official request for a mutual separation agreement. In doing so, this agreement would provide me a release from obligations to the Company (e.g. tuition
reimbursement, as it only applies to "leav[ing]the company voluntarily"), and provide the Hershey Company a release from all financial obligations to me (e.g. forfeiture of CEO Choice Awards [Restricted Stocks Unit ("RSU")] granted 3/18 and 233 units of the Special One Time RSU Award granted 3/2017, and the waiver of severance equal to twelve weeks in accordance with 1/1/17 severance benefits plan).
When I joined Hershey over five years ago, I accepted a significant pay and title cut predicated on the promise of near-term (12-24 months) advancement opportunities and the formation of a rotational program for further career development. Despite neither of these matters coming to fruition, I have excelled in my position in M&A and Business Development, receiving Top-Tier performance results once (2013), Very Successful three times (2014, 2016 and the most recent year, 2017), and Successful in the two years in which I was not eligible for higher ratings (partial year 2012 and the year of my first promotion, 2015).
In addition, the M&A team was reduced from a headcount of 13 in 2013 to three as of 2017. All of the Directors and Senior Directors in the group were displaced beginning in 2015 and I have been responsible for performing all of the duties of said levels the past two-plus years (the lone remaining Sr. Director was responsible for International only and I did not perform North America responsibilities). Despite the impacts to the group, in January we successfully closed the largest M&A transaction in Company history ($1.6B for Amplify Snack Brands) and I was responsible for leading the process internally for our participation in the $ 2.88 Nestle U.S. Confectionary transaction. Following these events, my manager requested a promotion on my behalf that was denied.
After accomplishing all that we have and not being promoted to Sr. Director (nor Director), the Company has made its perception of my value clear. As we now go through a reorganization, I feel that further opportunities are limited and there is no observable career path for me. Therefore, I request separation from the Company as part of its ongoing reorganization.
While I sincerely appreciate the opportunity Hershey has extended, I feel that I have provided exceptional value to the company in key strategic role by performing in excess of my
position without reciprocal fulfillment of implied conditions by Hershey, and thus request the ability to amicably part ways on a mutually agreeable timetable.
Please feel free to contact me with any questions.
Regards,
Ryan Green
Complaint, Ex. B, at 1. The complaint states that in the letter, Green had requested "separation from the Company," and Hershey had accepted his resignation. See Complaint at ¶¶ 8-9.Senior Manager, M&A and Business Development
Green filed preliminary objections in the nature of a demurrer. Regarding the claim for breach of contract, he argued the court should dismiss the claim because Hershey failed to plead that he had voluntarily resigned. Green argued that his letter was not a resignation, but an offer of mutual separation which included a release from the TRP's payback provision. He argued that because Hershey admitted in the complaint that it had accepted his resignation, it had admitted that it had accepted the terms of his offer. He alternatively argued that if Hershey had rejected the terms of his offer, it had unilaterally terminated him by deeming his letter a resignation. As for the claim for unjust enrichment, Green argued the court should dismiss it because there was a written agreement. He also argued the complaint did not allege that he was unjustly enriched, because the terms of the TRP state its purpose "is to support employees who wish to pursue education that is mutually beneficial to The Hershey Company and the employee." Preliminary Objections, 11/8/19, at ¶ 46 (emphasis added). Green claimed the complaint failed to allege Hershey had not benefitted from Green's education for several years before his employment ended.
Following argument, the court overruled the preliminary objections. Green then filed an answer and new matter, again alleging Hershey had accepted the terms of his mutual offer of separation. Green also counterclaimed for breach of contract. He alleged that Hershey had unilaterally terminated his employment when it informed him that it recognized his offer as a resignation, and he was therefore entitled to the written severance benefits plan. Green also alleged a breach of the duty of good faith and fair dealing. He asserted that Hershey terminated his employment prior to the vesting date of his RSUs and called it a voluntary resignation to avoid having to pay Green those benefits. Finally, Green alleged that by failing to pay him severance wages, Hershey had violated the Pennsylvania Wage and Collection Law.
In its reply and answer, Hershey contended that it had not accepted the terms of Green's offer of mutual separation. Rather, it maintained it had recognized the letter as a voluntary resignation.
Following discovery, Hershey filed a motion for summary judgment and an amended motion for summary judgment. It alleged that there could be no disagreement that Green had intended to voluntarily resign. It argued that discovery showed that Green had accepted a new job in Georgia before he sent his letter to Hershey and had started his new job a mere four days after he sent the letter.
Green responded that his letter made clear that he was only seeking separation from Hershey if it was willing to agree to his terms of separation and that by accepting his resignation, Hershey had accepted his offer. Response to Amended Motion for Summary Judgment, 3/3/22, at ¶ 30. Green also alleged that beginning in February 2018, he and Hershey had engaged in discussions regarding a mutual separation under a company reorganization plan. Brief in Opposition to Motion for Summary Judgment, 5/14/21, at 3. He claimed his manager at Hershey had repeatedly informed him that the company would "figure something out." Id. He alleged that in this context, his letter did not demonstrate an intent to voluntarily resign, but an invitation to bargain.
The copy of Green's Brief in Opposition to the amended motion for summary judgment in the certified record only contains a cover page and contents page - the body of the brief is missing. The exhibits to his Response to the amended motion for summary judgment are likewise not included in the certified record. However, it appears Green's arguments in his Response to the amended motion for summary judgment and his exhibits thereto were largely duplicative of those he included in, and attached to, his Response to the initial motion for summary judgment. We cite those documents instead.
In support, Green attached the cover e-mail to which he had attached his letter. The e-mail stated, Anna and James,
Kris has informed me that the two of you have been reviewing my request for severance from Hershey that I first raised February 23, 2018. At this time, I would like to submit the attached request for a mutual separation agreement. I do not believe that my continued employment is aligned with either the intent or the implied conditions of my outstanding obligation and therefore I
wish to be separated without any severance liability to the Company.
I appreciate your consideration of my request; please let me know by Sunday, May 13, 2018 if we can execute an agreement of this nature.
I have enjoyed my nearly six years at Hershey and appreciate the opportunities I have been given during my time with the Company Thank you both and I look forward to your response.
Very sincerely,
Ryan Green
M&A and Business Development
The Hershey CompanyResponse to Motion for Summary Judgment, 5/14/21, Ex. A at 1.
Green further alleged that Hershey responded to his email and letter via email the same day he sent them - May 10, 2018. He attached Hershey's email, which stated:
Ryan,
We are in receipt of your request.
We are not seeking to end your employment; therefore, this submission is recognized as your resignation. The benefits you suggest giving up, per our employment policies would be forfeited upon your voluntary exit.
If you are requesting consideration of forgiveness for all or some portion of your repayment obligation per our tuition reimbursement benefit, please submit that request with rationale for this exception in writing.
Thanks - reach out if you have any questions,
AnnaId., Ex. C., at 1.
Green argued that he was surprised Hershey had considered his letter as a resignation, rather than an invitation to negotiate the terms of his severance. He alternatively argued that by recognizing his letter as a resignation, Hershey had accepted the terms of his offer, including a release from the payback provision of the TRP.
After argument, the court granted summary judgment in favor of Hershey. The court rejected Green's argument that he had merely extended an offer to negotiate and found that the undisputed timing of events proved Green's intent to voluntarily resign:
The critical timing of events prove that [Green] intended to leave [Hershey Company's] employ as early as the date of his acceptance of his new job on April 20, 2018. [Green]'s characterization of his May 10, 2018, letter as an offer of mutual release of obligations raises no material issue to the contrary. [Green]'s actions prove that he intended to leave regardless of [Hershey's] response. Notably, he did not dispute, nor seek further discussion of, [Hershey]'s statement that [Hershey] deemed his May 10, 2018 letter as a resignation. Had [Green]'s May 10, 2018 letter sought in good faith a mutual separation agreement, he would have continued discussions with [Hershey]. We find it significant that only one business day, Friday May 11, 2018, elapsed after his letter before he began his new job Monday May 14, 2018. [Green] fully intended to, and did, voluntarily resign before May 14, 2018. . . .
[Green] made clear his conscious intent to voluntarily resign by the dispositive fact that he began a new job in the state of Georgia on Monday, May 14, 2018.Id. at 6-7. The court then observed that there was no dispute as to the terms of the TRP, whether Green left Hershey within 12 months of completing his degree, or whether Green had failed to return the reimbursement.
The court further found that because Hershey's breach of contract claim succeeded, the court did not need to address Hershey's alternative quantum meruit claim. The court also found that there were no issues of material fact on Green's counterclaim for breach of contract, as Hershey's response to Green's letter stated unequivocally that it did not agree to the terms of his offer. The court also found no issues of material fact on Green's counterclaims for a breach of good faith, failure to pay severance benefits, or violation of the Wage Payment and Collection Act, because none of these apply when an employee voluntarily resigns.
Green appealed. He raises the following issues:
After Green appealed, Hershey Company filed a praecipe for the entry of judgment. The court again entered judgment, and Green filed a second notice appeal from the entry of judgment. We dismissed that appeal (No. 164 MDA 2023) as duplicative of this appeal, as the entry of summary judgment by the court is final and appealable and does not require a second entry of judgment by the prothonotary. Progressive Home Fed. Sav. & Loan Ass'n v. Kocak, 518 A.2d 808, 809 (Pa.Super. 1986).
1. Did the Trial Court err in overruling Mr. Green's preliminary objections with respect to Hershey's Breach of Contract claim in holding that issues of fact existed regarding the circumstances of Mr. Green's departure of employment from Hershey, where Hershey failed to adequately plead satisfaction of a condition precedent - that Mr. Green "voluntarily [left] the company" pursuant to the express terms of the Tuition Refund Program?
2. Did the Trial Court err in overruling Mr. Green's preliminary objections with respect to Hershey's Breach of Contract claim in holding that issues of fact existed regarding the circumstances of Mr. Green's departure of employment from Hershey, where Hershey accepted Mr. Green's offer of separation, the terms of which included a release of all financial obligations to the Company, including tuition reimbursement?
3. Did the Trial Court err in overruling Mr. Green's preliminary objections with respect to Hershey's Quantum Meruit claim in holding that it would be premature to dismiss such claim, where the action is based in contract and a writing exists regarding such terms?
4. Did the Trial Court err in overruling Mr. Green's preliminary objections with respect to Hershey's Quantum Meruit claim in holding that it would be premature to dismiss such claim, where Hershey itself benefitted from its tuition reimbursement program and could not demonstrate that [Green] was unjustly enriched?
5. Did the Trial Court err in granting Hershey's Motion for Summary Judgment in favor of Hershey with respect to Hershey's claim for Breach of Contract, where Mr. Green demonstrated that a genuine issue of material fact existed with respect to Hershey's breach of contract claim, where the evidence demonstrated that Mr. Green did not voluntarily resign his employment and thus was not obligated to refund his tuition payment pursuant to the Tuition Refund Program, or, alternatively, that in accepting Mr. Green's offer, Hershey agreed to the terms of such offer, including a release of his tuition repayment obligation?
6. Did the Trial Court err in granting summary judgment in favor of Hershey with respect to Mr. Green's counterclaim for Breach of Contract, where Mr. Green demonstrated a prima facie claim for breach of contract, or, alternatively, that a genuine issue of material fact existed, with respect to [Green]'s counterclaim for breach of contract, where there was an offer and acceptance with regard to Mr. Green's separation of employment from Hershey?
7. Did the Trial Court err in granting summary judgment in favor of Hershey with respect to Mr. Green's counterclaim for Breach of Contract, where Mr. Green demonstrated a prima facie claim for breach of contract, or, alternatively, that a genuine issue of material fact existed, with respect to [Green]'s counterclaim for breach of contract, where Mr. Green was terminated from his employment and was entitled to severance per Hershey's written Severance Benefits Plan, but Hershey failed and refused to provide Mr. Green the agreed-upon severance benefits?
8. Did the Trial Court err in granting summary judgment in favor of Hershey with respect to Mr. Green's counterclaim for Breach of the Duty of Good Faith and Fair Dealing, or, alternatively, that a genuine issue of material fact existed with respect to [Green]'s counterclaim for breach of the duty of good faith and fair dealing,
where Hershey terminated Mr. Green prior to the vesting date of his Restricted Stock Units in order to avoid Mr. Green receiving the benefits of his RSU award?
9. Did the Trial Court err in granting summary judgment in favor of Hershey with respect to Mr. Green's counterclaim for violation of the Pennsylvania Wage Payment and Collection Law, where Mr. Green demonstrated a prima facie claim for violation of the Pennsylvania Wage Payment and Collection Law, or, alternatively, that a genuine issue of material fact existed with respect to [Green]'s counterclaim for violation of the Pennsylvania Wage Payment and Collection Law, where Hershey terminated Mr. Green and failed to pay Mr. Green wages in the form of severance pay?Green's Br. at 5-8 (suggested answers omitted).
Green's first four issues challenge the court's overruling of his demurrer. Green argues Hershey's complaint failed to plead the elements of a breach of contract claim. He maintains it did not allege Green voluntarily resigned but instead alleged he had offered to mutually separate with specific terms, including a release from the payback provision. He argues, "A mere request for a mutually-agreed upon separation cannot and does not equate to an employee 'voluntarily leaving' the Company." Green's Br. at 27. Green argues that because the complaint alleged that Hershey accepted his resignation, it admitted that Hershey either accepted the terms of his offer or unilaterally terminated him, neither of which would support its claim for breach of contract.
Green further argues the court erred in overruling his preliminary objection to Hershey's unjust enrichment claim because the complaint made clear that there was a written contract. He also contends the complaint does not allege that he was unjustly enriched, because the terms of the TRP state its purpose is for the mutual benefit of the employees and Hershey. Green argues the complaint fails to allege Hershey did not benefit from Green's education for several years before his employment ended without advancing him in the company.
"In considering an appeal from an order sustaining a demurrer, which presents a question of law, our standard of review is de novo and our scope of review is plenary." Riemenschneider v. D. Sabatelli, Inc., 277 A.3d 612, 614 (Pa.Super. 2022), appeal denied, 288 A.3d 480 (Pa. 2022) (citation omitted). "A trial court considering preliminary objections in the nature of a demurrer must determine whether, on the facts averred, the complaint adequately states a claim for relief under any theory of law. Id. (cleaned up).
The complaint adequately alleges that Green voluntarily left his employment. The complaint states that Green sent Hershey a letter expressing that the company did not value him, he had no observable career path there, and he was requesting a "separation from the Company." The complaint further alleges that Hershey accepted Green's resignation, and that Green's employment ended shortly thereafter. This was sufficient to plead that Green voluntarily resigned.
The elements of a breach of contract claim are "(1) the existence of a contract, including its essential terms; (2) a breach of the contract; and (3) resultant damages." Linde v. Linde, 210 A.3d 1083, 1090 (Pa.Super. 2019) (citation omitted). Green does not contest that the TRP was a contract or that his voluntarily resignation would constitute a breach and result in damages.
Furthermore, although Green's letter stated his desire to end his employment with both parties having released the other from certain obligations, the complaint does not allege that Hershey accepted Green's terms. The complaint therefore does not allege that the terms of the TRP were superseded by a new contract between the parties such that Hershey's breach of contract claim could not succeed.
Finally, Hershey ultimately did not prevail on its unjust enrichment claim. Therefore, Green's arguments that the court erred in overruling his preliminary objection to that claim are moot.
Green's remaining issues challenge the court's entry of summary judgment in favor of Hershey. Green argues that issues of material fact existed regarding whether he voluntarily resigned or was involuntarily terminated, and whether Hershey had agreed to the terms of his letter.
Green argues his letter did not provide any date for his alleged resignation and was therefore not sufficiently definite to constitute a resignation. He also contends the court erred focusing almost exclusively on the fact that he had accepted a new job offer. According to Green, this disregarded the evidence that the parties had earlier agreed to a mutual separation. Green argues it makes no sense in this context for Hershey to claim that Green's offer was an immediate resignation, rather than "simply a follow-up to that previous communication in order to finalize the details of his separation." Green's Br. at 45. He contends that he "was abruptly told he had 'resigned' when he had not," and "there was no reason for [him] to try and engage in any further discussions upon being informed that he had resigned. Any attempts would have been entirely futile." Id. at 45, 46. Green argues that this evidence indicates Hershey unilaterally terminated his employment, or at least raises an issue of material fact. He argues in the alternative that the evidence indicates that Hershey accepted the terms of his offer of mutual separation, including a release from the payback provision.
Green also argues that when other employees had offered resignations, Hershey Company had responded by negotiating severance. He cites the deposition of Hershey's vice president of human resources, which was attached to Hershey Company's Amended Motion for Summary Judgment as Exhibit A. However, Green did not include this argument in his Response to the amended motion for summary judgment; he included it only in his Brief in Opposition to the amended motion for summary judgment, which is not included in the certified record. See note 2, supra. Regardless, we do not find the testimony, which is included in the certified record, to be persuasive on this issue.
A trial court may enter summary judgment if there are "no genuine issues of material fact and the moving party is entitled to judgment as a matter of law." Caruso-Long v. Reccek, 243 A.3d 234, 238 (Pa.Super. 2020) (citation omitted). In making this determination, the court "must take all facts of record and reasonable inferences therefrom in a light most favorable to the non-moving party and must resolve all doubts as to the existence of a genuine issue of material fact against the moving party." Id. (citation omitted). We review the court's determination for an error of law or abuse of discretion. Id. Whether there is any "genuine issue[s] of material fact is a question of law, and our standard of review is de novo and our scope of review is plenary." Id. (citation omitted).
Summary judgment was appropriate in Hershey's favor because there is no genuine issue as to whether Green voluntarily resigned. In the light most favorable to Green, as the non-moving party, we take as true his allegations that Hershey told him in the months before his resignation that it would be amenable to a mutual separation. Green's subsequent letter to Hershey proposes it agree to a mutual separation with certain terms of release. The email Green sent to Hershey, to which he attached the letter, requested that Hershey respond to his proposal by Sunday, May 13, 2018, and let him know if it was willing to "execute an agreement of this nature." We agree with Green that this evidence, alone, is not sufficient to prove his intent to voluntarily resign.
However, Hershey immediately responded to Green's letter that it was recognizing the letter as a voluntary resignation. It point-blank informed him that it was "not seeking to end [his] employment" and that he would forfeit his benefits "upon [his] voluntary exit." Green did not respond to any of this. Instead, he simply stopped working at Hershey and started working a few days later for another employer in Georgia. Even taking as true Green's assertion that he was surprised by Hershey's response and had not intended his letter as a resignation, he at the very least effected a voluntary resignation by his actions.
The undisputed evidence thus leaves no genuine issue of material fact that Green did not voluntarily resign. There is similarly no genuine issue about whether Hershey unilaterally terminated Green or accepted Green's offer. As there were no genuine issues of material fact, the entry of summary judgment was appropriate.
Order affirmed.
[*] Former Justice specially assigned to the Superior Court.