text:
TYSONS CORNER, VA, Sept. 26, 2016 — Engility (NYSE: EGL) will provide training and advisory support to the U.S. Marine Corps under a two-year, $16 million task order from the Space and Naval Warfare Systems Center Atlantic, ExecutiveBiz reported Friday. The company said Friday it will help the service branch train Marines on newly fielded command-and-control systems …Read More »
Huntington Ingalls Gets $242M Engineering Support Contract for Navy Amphibious Warships
Huntington Ingalls Industries (NYSE: HII) has received a potential $242 million contract to provide life-cycle engineering and related services for the U.S. Navy's LPD 17-class amphibious transport dock ships. The cost-plus-fixed-fee contract covers systems integration, class material readiness, ship alteration installation, design services, obsolescent management, logistics and training support, data management and …Read More »
Raytheon to Develop Humvee-Based Anti-Drone Lasers; Bill Hart Comments
Raytheon (NYSE: RTN) will work with the Office of Naval Research to build a vehicle-based laser weapon system to target drones and other low-flying adversarial assets. Bill Hart, vice president of space systems at Raytheon, said Wednesday the laser will be based on planar waveguide technology and have a compact design for use on mobile platforms. …Read More »
EMCOR to Replace Military Base HVAC Systems; Robert Lake Comments
An EMCOR Group subsidiary (NYSE: EME) has been awarded a set of four contracts to repair and replace heating, ventilation and air conditioning systems at three military bases. The Naval Facilities Engineering Command Southwest contracted EMCOR Services Mesa Energy Systems to refresh systems at 64 buildings located in San Diego County, …Read More »
Northrop Names 27-Year Vet Teri Marconi Naval, Marine Systems Lead
Northrop Grumman (NYSE: NOC) has appointed Teri Marconi sector vice president and general manager of the naval and marine systems division within the company's electronic systems sector. The company said she will hold executive responsibility for all naval and marine systems programs within the company's Baltimore-based electronic systems sector. Operations …Read More »
Neustar Names IT Industry, Marines Vet Jonathan Coombes CISO
Neustar Inc. has appointed 25-year information technology veteran Jonathan Coombes chief information security officer, Neustar announced Thursday. Coombes will report to Alex Tulchinsky, Neustar senior vice president for infrastructure and operations, and be based in Sterling, Va. Tulchinsky said Coombes will help the company develop processes and standards for protecting confidential data …Read More »
Harris Wins Potential $49M Navy Radio IDIQ
Harris Corp. (NYSE: HRS) has won a potential $49 million U.S. Navy indefinite-delivery/indefinite-quantity contract for land mobile radios, the Defense Department announced Wednesday. Harris will provide portable, mobile and base station radios and associated accessories for the Marine Corps' enterprise land mobile radio network. Harris will receive funded delivery orders based on the …Read More »
Marines Order More Excalibur From Raytheon
Raytheon (NYSE: RTN) has received an urgent order from the U.S. Marine Corps for 1,037 155 mm Excalibur extended range, precision-guided artillery projectiles to be used in Afghanistan. The company said implementing the Excalibur into the regiment combat teams has allowed the Marines to provide responsive precision artillery fires in their operational …Read More »
DRS Wins $37M on $84M IDIQ for Army, Marine Decontamination Systems
DRS Technologies has received $36.9 million in follow-on delivery orders from the U.S. Army's Research, Development and Engineering Command. The orders were placed under a five-year $84 million indefinite-delivery/indefinite-quantity contract with the Joint Program Executive Office for chemical and biological defense in Falls Church, Va. DRS will provide more than 1,600 small-scale …Read More »
ThalesRaytheonSystems Books USMC Prototype Deal
ThalesRaytheonSystems was picked to demonstrate a prototype system for the Marine Corps' Common Aviation Command and Control System. The prototype agreement is valued at $5 million. The firm will present its proposed CAC2S system later this year at Camp Pendleton, Calif. "We are reaching across industry to offer the Marines …Read More »


text:
- Worldwide Rank #98,970,268
- Follower/Following Ratio 0.29
- Daily New Followers 0
P O T T E R H E A D Twitter Stats
@01potterhead - Tracking P O T T E R H E A D Twitter profile since November 14, 2012
Harry Potter, RBD and Bob Esponja.
P O T T E R H E A D Tweets
@01potterhead has posted 333 tweets in the last 10 days, which translates to an average of 33.3 tweets per day.
P O T T E R H E A D Twitter Followers
@01potterhead has 19 followers on Twitter.
This account is #98,970,268 in the worldwide rank of the most popular Twitter users.
P O T T E R H E A D Following on Twitter
@01potterhead is following 65 Twitter accounts.
Last month this account followed 19 users.
P O T T E R H E A D Predictions & Milestones
@01potterhead will hit 19 followers in the next 3 months, and 19 in one year.
You are on P O T T E R H E A D's Twitter stats page
We track these Twitter stats since November 14, 2012 . You can see how many followers P O T T E R H E A D lost or gained and what the prediction is for tomorrow or the next 15 days, together with all kinds of other stats like rank compared to all Twitter users, tweets etc.
Why don't you give it a try and compare P O T T E R H E A D to yourself ? Or if you are P O T T E R H E A D get even more feature rich & up-to-date stats with our premium Twitter Stats.
Twitter Counter is the #1 Twitter stats site powered by Twitter. It all started in June 12, 2008 and we grew rather rapidly because of our Twitter Counter badge. The button is a nice small image that shows your visitors how many followers you have on Twitter. Within a year the button was on many many blogs around the world and we displayed more than 100 million buttons in one month. We track follower stats for over 180 million users now.

subset: commoncrawl


text:
Prices, promotions, styles and availability may vary by store and online.
Action - Semi-Auto
Caliber - .45 ACP
Barrel Length - 16.5"
Weight - 9.0 Lbs.
Sights - Adjustable Aperture Rear
The Commando Mark III from Volunteer Enterprises is a unique .45 ACP carbine with the look and feel of the classic Thompson 1927A-1 submachine gun. Like the Tommy gun, the Commando Mark II features a detachable wooden buttstock mated with a square steel receiver. The barrel is 16-1/2" long for easy manueverability. This rifle features a wooden forearm with finger grooves, sling mounts, and a 15-round magazine. Its wood and bore are in very good condition and its metal is in good condition.


text:
Quality Inns Monticello properties are listed below. Search for cheap and discount Quality Inns hotel rooms in Monticello, NY for your upcoming meeting or individual travels. We list the best Quality Inns Monticello hotels so you can review the Monticello Quality Inns hotel list below to find the perfect place.
Our page will list Monticello, NY hotels/properties that get similar quality scores of a Quality Inns.Need 5+ Rooms? Get group bids from hotels in Monticello NY
How should we direct your call?
With a stay at Quality Inn near Mountain Creek, you'll be centrally located in Vernon, convenient to Mountain Creek Ski Resort and Mountain Creek Waterpark.


text:
"Awesome. Both puppies came home happy and healthy, and we'll definitely let them stay at Lisa's..."
"Fantastic sitter. Caitlin looked after our two miniature Schnauzer's for 4 weeks while we we're..."
"Paige is super lovely and took great care of my pets and home. She is very happy and flexible and I ..."
"Mimi awesome as always! Dod a great job looking after our two large dogs and cat in our home. Left..."
"Definitely 5 stars for Christine she is a lovely caring person. I would highly recommend her...."
"Anna is a lovely friendly lady, she and her husband did a good job looking after Jessie. She sent..."
"Marnie was extremely professional and would not hesitate to ask for her services again. "
"Everything went extremely well; Linda is a genuine animal lover with a calm and caring approach..."
"Chako had a blast!!! Thank you"
"Carly was very professional and incredibly easy to work with. She provided lots of photos of the..."
"Thanks for looking after my boys!"
"I was very happy with Temieke, thank you for taking the last minute booking. Highly recommended."
"Sarah C took amazing care of our energetic silky terrier. He had a great time and came home happy..."


text:
Adore Beauty is an official, authorised retailer for all our brands. We are committed to helping you find your favourite products the way they should be - fresh, and authentic.
When you shop with us, you can be sure that you will be receiving:
Shop with confidence at Adore Beauty.
Valued at $323, Elizabeth Arden Prevage Daily Serum 2016 Mothers Day Gift Set utilises advanced Idebenone technology to create a reserve within the skin to release protective and corrective benefits to the skin's appearance where it needs it most.
Elizabeth Arden Prevage Daily Serum 2016 Mothers Day Gift Set contains:
FREE standard shipping within Australia!
Same day Melbourne delivery to select post codes.
Express Post - $6.95 per order
More information
Just added to your cart
9am AEST - 5pm AEST
Click to use live chat
All Payments are convenient and secure
With Australia post
New Day Delivery Available for $6.95


text:
Odoo Help
This community is for beginners and experts willing to share their Odoo knowledge. It's not a forum to discuss ideas, but a knowledge base of questions and their answers.
How to replace the navigation in the homepage only?
Trying to replace the navigation (treehouse theme) on the default page (homepage) so that this page wouldn't have any navigation at all in the header but the other pages would have the normal navigation.
Reading the Odoo docs, I created pages.xml and listed it also in the __openerp__.py.
Pages.xml looks like this:
<?xml version="1.0" encoding="utf-8"?>
<!-- HOMEPAGE - Make a Special home page without navigation
================================================== -->
<!-- === HomePage === -->
<template name="Homepage" id="website.homepage" page="True">
<xpath expr="//header[@id='my_header']/div" position="replace">
Anyhow I have no effect with this. I still have a normal homepage navigation. What goes wrong?
Your Answer
Please try to give a substantial answer. If you wanted to comment on the question or answer, just use the commenting tool. Please remember that you can always revise your answers - no need to answer the same question twice. Also, please don't forget to vote - it really helps to select the best questions and answers!
About This Community
Question tools
|Asked: 12/8/15, 1:37 PM
|Seen: 594 times
|Last updated: 12/8/15, 1:55 PM


text:
SMTP Email Settings for Magento 2 | v1.0.1
This extension is a tool developed to give you full control over Magento 2 email settings. You can easily configure your own custom SMTP server or use one of the following preset providers:
Flexible Magento 2 email sending settings
Easily configure port and host; define authentication and connection parameters that are mostly suitable for your business. Using the intuitive module interface provided with hints, you can configure mailing parameters in a blink of an eye.
Run debug mode to test all Magento 2 smtp email settings
With this feature you can run a self-test of the extension without sending out any emails. Debug mode emulates the work of Magento 2 email SMTP server and keeps detailed log. If any mistakes occurr you will see them in the log and make just the necessary changes without reconsidering all the settings. When everything works correctly, you can clear the log manually or just wait till it will be done automatically after a certain period of time.
Email logging with detailed view of every letter
This Magento 2 SMTP extension also keeps email log, registering all emails sent from your store. In this list you can see when and to whom the email was sent and what is the current status of the email (pending, in process or failed). You can also view the content of any email to find out exactly how the customer sees it. Just like the debug log, email log can be cleared automatically after a specified time period (in days), or you can clear the log manually whenever needed.
Adjust your Magento 2 SMTP configuration, test the system and preview any message
30-day moneyback guarantee for all extensions. No questions asked.
There is a detailed user guide with examples even for tiny addons. FAQ section and videos also available.
Careful in-house testing ensures you get robust applications. Multiple stores support. Custom themes compatibility. All included.
Our support service is friendly and of high quality. And it is free. Unbelievably. Just check independent reviews at Magento Connect.
Nice and easy to use interfaces. Fast algorithms. Save your time and get things done.
No product or store view or domain limits. No monthly fees. No hidden charges. One extension license for one Magento installation.
We've been in the market for 5+ years. We're proud to be a Bronze partner and are planning to stick to Magento platform for years ahead. We're doing our best to build extensions which maximize effectiveness of your business. We're open to customers' suggestions and constantly update our products to match your needs.
Other Features
- 100% Open Source — Easy To Customize
- Follows Magento Code Architecture
- Separated HTML/CSS/JS
- W3C Validated Code
- How can I pay for Amasty extensions?
- What is the license policy? On how many websites can I use Amasty extensions?
- How to install Magento extension by Amasty?
- Can I test an Amasty extension on a staging site before transferring it to a live one?
- Can I get a refund if an extension doesn't suit me?
- Will I get any other benefits?


text:
The Tigers took an early lead with a 4-under 284 in Round 1, then hung onto win the Central District Challenge by three shots over LSU. Individually, Auburn placed all five players in the top 30 in its first victory of the season.
2/23 – Auburn
The latest, straight
to your Inbox.
Subscribe to Golfweek's newsletters to receive news and exclusive content
Popular Now
Hero Tracker: Hideki Matsuyama holds on to win Hero World Challenge as Woods shows promise
5 takeaways from Tiger Woods' performance at Hero World Challenge
My Bag: Tiger Woods, 2016 Hero World Challenge
Tee times, pairings: 2016 Hero World Challenge, final round
So long, college: USC's Karen Chung earns full LPGA card, UCLA's Bronte Law gets partial status
How to watch Tiger Woods? Hero World Challenge TV schedule, live stream
Harold Varner III earns 1st professional win with closing 65 at Australian PGA
Get one year
of Golfweek
for less than
the price of
your weekend


text:
Collectible Attributes
Free Shipping
Bookseller Location
Bookseller Rating
Published by William Morrow & Co, New York (1935)
Used Hardcover Signed
Quantity Available: 1
From: Charles Parkhurst Rare Books, Inc. ABAA (Sun City West, AZ, U.S.A.)
Item Description: William Morrow & Co, New York, 1935. Hard Cover with Dust Jacket. Book Condition: Very Good. Dust Jacket Condition: Good+. Octavo. SIGNED BY JAMES HILTON ON FFEP without personalization. 12th printing of the Hawthornden Prize Edition. Bound in original gray pictorial cloth, dust jacket with "Fourteenth Printing" ad on front panel. Dust Jacket with long thin piece missing at spine tip and across front panel affecting the title on spine and the text "Hawthornden Prize Edition". Bookplate front pastedown. 277 pp. Bookseller Inventory # 6838
More Information About This Seller | Ask Bookseller a Question 1.
Published by Hollywood, CA (1937)
Used Unbound First Edition Signed
Quantity Available: 1
From: Lakin & Marley Rare Books ABAA (Mill Valley, CA, U.S.A.)
Item Description: Hollywood, CA, 1937. Unbound. Book Condition: Near Fine. Original Manuscript. Hilton, James. 1900-1954. Author of "Lost Horizon" and "Goodbye Mr. Chips, screenwriter of "Mrs. Miniver." ORIGINAL HEAVILY CORRECTED TYPESCRIPT FOR HIS ESSAY "HORIZONS LOST AND FOUND" [n. p., n. d. but Hollywood, California, 1936]. Five pages total: three pages, the complete essay, accomplished on ordinary yellow typing paper -- typed by Hilton himself and revised extensively in black ink. Two further pages of holograph notes re: this manuscript included, also typed and corrected by Hilton. "Horizons Lost and Found" was published in STAGE: The Magazine of After-Dark Entertainment, a monthly periodical, in February of 1937. We know of no other essay of his that is so representative of Hilton at his most stylishly witty, smoothly conversational, and sophisticated best in private hands; here is an opportunity to own, direct from his files, an artifact which contains his own assessment, or snapshot, of his career at its peak. This essay, unlike almost all of his other prolific reviews, speeches and journalistic concoctions, contains specific, fresh and thoughtful references to Goodbye Mr. Chips, Lost Horizon, film director Frank Capra, his screenplay collaborator Robert Riskin, and Hollywood Life in general. While James Hilton was a generous signer of books, his manuscript material is rarely seen. Ex- James Hilton Estate Sale (Christie's Los Angeles, 1999). The typescript is accompanied by an original essay by Hilton-scholar Kurt Kausler entitled "Center Stage: James Hilton at the Pinnacle" and has been placed in a custom binder along with a cornucopia of hard-to-locate Hilton research material related to "Horizons Lost and Found." Unique. Signed. Bookseller Inventory # 002122
More Information About This Seller | Ask Bookseller a Question 2.
Published by MacMillan and Co (1933)
Used Hardcover First Edition Signed
Quantity Available: 1
From: 1st Editions and Antiquarian Books (Mobile, AL, U.S.A.)
Item Description: MacMillan and Co, 1933. Hardcover. Book Condition: Very Good. MacMillan and Co, London 1933. First Edition / First Printing. Dated 1933 with no additional printings. Rare Book. Green cloth boards. Ads at the rear dated Autumn 1933. Signed by James Hilton on a tipped in page after the endpaper. The Signature is Guaranteed Authentic.Book Condition: Very Good, tight spine, spots on the boards. Shelf wear, light spots and age toning at the endpaper. Owner inscription at the verso of the second page. In a facsimile dust jacket wrapped in a new mylar cover. Bookseller Inventory # 7861
More Information About This Seller | Ask Bookseller a Question 3.
Published by MacMillan, London (1933)
Used Hardcover First Edition Signed
Quantity Available: 1
From: curtis paul books, inc. (Northridge, CA, U.S.A.)
Item Description: MacMillan, London, 1933. Hardcover. Book Condition: Very Good+. Dust Jacket Condition: Very Good-. First Edition. Original green cloth with gilt lettering. Inscribed by Hilton to title page. Board edges mildly rubbed. Boards bowed inward slightly. Bookplate to front pastedown. Rather obvious erasure to ffep. The unclipped jacket in mylar has a closed tear to back panel, shallow chips to spine ends/corners. This scarce book is housed in an ornamental custom clamshell box. ; 8vo 8" - 9" tall; Signed by Author. Bookseller Inventory # 17275
More Information About This Seller | Ask Bookseller a Question 4.
Published by Macmillan and Company, London (1933)
Used Hardcover First Edition Signed
Quantity Available: 1
From: Quintessential Rare Books, LLC (Laguna Hills, CA, U.S.A.)
Item Description: Macmillan and Company, London, 1933. Hardcover. Book Condition: Fine. Dust Jacket Condition: Fine. 1st Edition. First Edition, First Printing published by Macmillan, 1933. This is the TRUE FIRST EDITION inscribed and SIGNED by James Hilton on the title page. A beautiful copy. This ORIGINAL dustjacket is vibrant in color with slight wear to the edges. This First Issue dustjacket has the 7/6 net printed price present on the front flap of the dustjacket. The book is in excellent condition. The binding is tight with NO cocking or leaning and the boards are crisp with minor wear to the edges. The pages are exceptionally clean, with a nice previous owner's bookplate to the inside pasted endpaper. There is NO marks or bookplates in the book. Overall, a stunning copy with the scarce dustjacket SIGNED by the author. We buy James Hilton First Editions. Signed by Author(s). Bookseller Inventory # ABE-4736707804
More Information About This Seller | Ask Bookseller a Question 5.


text:
Python,Soccer,Nike, Adidas
Russell is a Business student and computer geek who covers latest technology news and reviews. Apart from that, I like to review web services and software which can be helpful for the readers.
I'm involved in the following OpenStack projects: Nova,Swift
Nominations are open for the 2017 Board Election.


text:
Home /
Our Sources / About Us
/ FAQs /
Advanced Search
Not what you're
looking for? Try an advanced search.
Official citation and/or docket number and footnotes (if any) for this case available with purchase.
Learn more about what you receive with purchase of this case.
United States District Court, E.D. Pennsylvania
May 28, 2014
PETER ACCURSO, Plaintiff & Counterclaim Defendant,v.INFRA-RED SERVICES, INC., et al., Defendants & Counterclaim Plaintiffs
Page 495
[Copyrighted Material Omitted]
Page 496
For PETER ACCURSO, Plaintiff, Counter Defendant: ERIC GAVIN MARTTILA, LEAD ATTORNEY, MCNAMARA BOLLA & PANZER, DOYLESTOWN, PA.
For INFRA-RED SERVICES, INC., ROOFING DYNAMICS GROUP, LLC, ROOFING DYNAMICS, INC., BRIAN LAND, Defendants, Counter Claimants: JULIE BETH NEGOVAN, LEAD ATTORNEY, MELISSA E. SCOTT, KUTAK ROCK LLP, PHILADELPHIA, PA.
For AUDREY STREIN, Defendant, Counter Claimant: JULIE BETH NEGOVAN, MELISSA E. SCOTT, LEAD ATTORNEYS, KUTAK ROCK LLP, PHILADELPHIA, PA.
For ROOFING DYNAMICS, INC., INFRA-RED SERVICES, INC., BRIAN LAND, ROOFING DYNAMICS GROUP, LLC, Counter Claimants: MELISSA E. SCOTT, KUTAK ROCK LLP, PHILADELPHIA, PA.
Page 497
GENE E.K. PRATTER, United States District Judge.
This action arises from the termination of Peter Accurso's employment with Infra-Red
Page 498
Services, Inc.,[1] Roofing Dynamics Group, LLC, and Roofing Dynamics, Inc. Brian Land and Audrey Strein have moved for partial judgment on the pleadings (Docket No. 14) as to Mr. Accurso's breach of contract, breach of partnership agreement, and civil conspiracy claims against them. The Court will grant the Motion in part and deny it in part.
Mr. Accurso worked for Infra-Red Services, Inc. (" Infra-Red" ), to market and sell roofing services and products. Pursuant to his September 2004 " Independent Contractor Agreement" (hereinafter, " Contract," Docket No. 10-2) with Infra-Red and, Mr. Accurso asserts, Mr. Land, Mr. Accurso was entitled to certain compensation to culminate in his vesting " as a 50/50 partner," upon fulfillment of certain conditions, either by creation of " a full partnership agreement or a (re) incorporation creating 50/50 shareholder status between Company and Contractor." Contract Schedule B, § 1.B (Docket No. 10-3). Because these conditions were met (as, Mr. Accurso contends, Mr. Land acknowledged), the contractual partnership provision was triggered and Mr. Accurso " was thereafter entitled to 50% of the [Company's] net income." Compl. ¶ 25.
At some point before March 28, 2008, Mr. Land " unilaterally hired his significant other, Defendant Strein, with whom he was then residing . .., and agreed to pay her based upon leads generated as well as a percentage of the net profits." Compl. ¶ 26. In 2008 and again in 2011, Mr. Land and Ms. Strein, insisting that they suspected Mr. Accurso of diverting business opportunities from the corporate Defendants, required Mr. Accurso to submit to polygraph examinations, and he complied. And in August 2011, Mr. Land and Ms. Strein " formed Defendant Roofing Dynamics Group, LLC, . . . without the input and/or knowledge of Plaintiff Accurso," as part of their fraudulent conspiracy to " force Plaintiff Accurso out of the Company, in order to wrongfully deprive him of the vested partnership interest which he held, and to improperly divert to themselves those monies which were due and owing to Plaintiff Accurso, for their mutual personal benefit." Compl. ¶ 34.
Further, in late 2011, Mr. Land " made numerous comments" to Mr. Accurso about Mr. Accurso's " facial disfigurement which had been caused by [his] Bell's palsy, complained about its potential adverse impact upon customers, and openly joked about his condition with business customers and associates." Compl. ¶ 35. Finally, in January 2012, Richard Berlinger, then counsel for the Defendants-to-be, notified Mr. Accurso that his employment and business relationship with the Defendants was immediately terminated based on the Defendants' claim, which Mr. Accurso contends is false, that Mr. Accurso had improperly diverted business opportunities from the Defendants ( see Compl. Ex. C, Docket No. 10-3).
In his Amended Civil Action Complaint (hereinafter " Complaint," Docket No. 10),
Page 499
Mr. Accurso brings claims for breach of contract, breach of the partnership agreement, violation of the Pennsylvania Wage Payment and Collection Law, violation of the federal Employee Polygraph Protection Act, unjust enrichment, intentional infliction of emotional distress, and civil conspiracy.[3] As a result of his wrongful termination, Mr. Accurso claims, he has been deprived of his half-share of more than $800,000 in income collected by the Defendants. And, consequently, he has been unable to maintain his medical insurance or " timely obtain reasonable and necessary medical treatment to address his chronic, debilitating and life-threatening conditions," Compl. ¶ 46, including his non-Hodgkin lymphoma.
Arguing that they cannot be held personally liable for the actions of, or their actions as agents of, their corporations, Mr. Land and Ms. Strein now move for judgment on the pleadings with regard to Counts II (breach of contract), III (breach of partnership agreement), and VII (civil conspiracy) of Mr. Accurso's Complaint. The gravamen of these challenged Counts is that the Defendants breached the 2004 Contract between Mr. Accurso, on the one hand, and Defendants Infra-Red and Mr. Land, on the other; and, further, that Mr. Land and Ms. Strein conspired to deprive Mr. Accurso of the monies he was due under this Contract and the partnership agreement it created, as well as, presumably, intentionally inflict emotional distress through their " fraudulent representations" and " bad faith and outrageous conduct" involved in " wrongfully terminating [Mr. Accurso's] employment, partnership and business relationship." Compl. ¶ 80. Mr. Accurso responds that, for several reasons, he can sue Mr. Land and Ms. Strein individually.
The standard for evaluating a motion for judgment on the pleadings under Federal Rule of Civil Procedure 12(c) for failure to state a claim is the same as the familiar standard used for evaluating a motion to dismiss under Rule 12(b)(6). E.g., Turbe v. Gov't of V.I., 938 F.2d 427, 428 (3d Cir. 1991); Revell v. Port Auth., 598 F.3d 128, 134 (3d Cir. 2010) (citing Turbe, 938 F.2d at 428); Shelly v. Johns-Manville Corp., 798 F.2d 93, 97 n.4 (3d Cir. 1986). In fact, because " Rule 12(h)(2) provides that '[a] defense of failure to state a claim upon which relief can be granted' may be advanced in a motion for judgment on the pleadings under Rule 12(c)," the distinction between a motion under 12(b)(6) and a motion under 12(c) " is purely formal." Westcott v. City of Omaha, 901 F.2d 1486, 1488 (8th Cir. 1990).[4]
Page 500
A Rule 12(b)(6) motion to dismiss tests the sufficiency of a complaint. Although Rule 8 of the Federal Rules of Civil Procedure requires only " a short and plain statement of the claim showing that the pleader is entitled to relief," Fed.R.Civ.P. 8(a)(2), " in order to 'give the defendant fair notice of what the . . . claim is and the grounds upon which it rests,'" Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (citation omitted) (alteration in original), the plaintiff must provide " more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do," id.
To survive a motion to dismiss--or a motion for judgment on the pleadings--the plaintiff's complaint must plead " factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). Specifically, " [f]actual allegations must be enough to raise a right to relief above the speculative level." Twombly, 550 U.S. at 555. The question is not whether the claimant " will ultimately prevail . . . but whether his complaint [is] sufficient to cross the federal court's threshold." Skinner v. Switzer, 562 U.S. 521, 131 S.Ct. 1289, 1296, 179 L.Ed.2d 233 (2011) (citation and internal quotation marks omitted). Thus, assessment of the sufficiency of a complaint (or pleading) is " a context-dependent exercise" because " [s]ome claims require more factual explication than others to state a plausible claim for relief." W. Penn Allegheny Health Sys., Inc. v. UPMC, 627 F.3d 85, 98 (3d Cir. 2010).
In evaluating the sufficiency of a complaint (or pleading), the Court adheres to certain well-recognized parameters. For one, the Court " must consider only those facts alleged in the complaint and accept all of the allegations as true." ALA, Inc. v. CCAIR, Inc., 29 F.3d 855, 859 (3d Cir. 1994); see also Twombly, 550 U.S. at 555 (stating that courts must " assum[e] that all the allegations in the complaint are true (even if doubtful in fact)" ). The Court may consider undisputedly authentic exhibits attached to the complaint (or pleading) for this purpose. E.g., Pension Ben. Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993); Mayer v. Belichick, 605 F.3d 223, 230 (3d Cir. 2010) (" [A] court must consider only the complaint, exhibits attached to the complaint, matters of public record, as well as undisputedly authentic documents if the complainant's claims are based upon these documents." ). The Court must also accept as true all reasonable inferences emanating from the allegations, and view those facts and inferences in the light most favorable to the nonmoving party. Rocks v. City of Philadelphia, 868 F.2d 644, 645 (3d Cir. 1989); see also Revell, 598 F.3d at 134; Jablonski v. Pan Am. World Airways, Inc., 863 F.2d 289, 290-91 (3d Cir. 1988). But that admonition does not demand that the Court ignore or discount reality. The Court " need not accept as true unsupported conclusions and unwarranted inferences," Doug Grant, Inc. v. Greate Bay Casino Corp., 232 F.3d 173, 183-84 (3d Cir. 2000) (citations and internal quotation marks omitted), and " 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, supported by mere conclusory statements, do not suffice," Ashcroft, 556 U.S. at 678; see also Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir. 1997) (explaining that a court need not accept a plaintiff's " bald assertions" or " legal conclusions" (citations omitted)).
* * *
Page 501
Defendants contend that " [a] dismissal pursuant to Rule 12(c) is with prejudice. " Mot. 8 (emphasis in original). Not so. Although " after an answer has been filed" --as at the judgment on the pleadings stage--" the plaintiff may amend only with leave of court or the written consent of the opposing party," Shane v. Fauver, 213 F.3d 113, 115 (3d Cir. 2000) (citing Fed.R.Civ.P. 15(a)), " [t]he court should freely give leave when justice so requires," Fed.R.Civ.P. 15(a)(2); accord Shane, 213 F.3d at 115. In the Rule 12(b)(6) context, this precept dictates that " a district court must permit a curative amendment, unless an amendment would be inequitable or futile." Phillips v. County of Allegheny, 515 F.3d 224, 236 (3d Cir. 2008); see also, e.g., Andela v. Am. Ass'n for Cancer Research, 389 F.App'x 137, 142 (3d Cir. 2010) (per curiam) (" This Court has held that, when a complaint is vulnerable to dismissal on the pleadings, 'a district court must permit a curative amendment, unless an amendment would be inequitable or futile.'" (quoting Phillips, 515 F.3d at 236) (Rule 12(c) context)).[5]
The courts in the cases Defendants cite did not hold (or even suggest) otherwise. Those courts simply observed that the district courts below had dismissed the pleadings with prejudice, not that such outcomes were or are categorically required.[6] Much to the contrary, as noted above, a court granting a motion for judgment on the pleadings (under Federal Rule of Civil Procedure 12(c), not 56) should freely grant leave to amend pursuant to Rule 15(a)(2). E.g., Hayden v. Paterson, 594 F.3d 150, 160-61 & n.9 (2d Cir. 2010). As is clear from the cases cited above and in the margin, dismissal of claims upon a motion for judgment on the pleadings can be with prejudice, if amendment would be futile, but there certainly is no categorical rule that judgment on the pleadings is per se with prejudice.[7]
Page 502
Mr. Land and Ms. Strein's basic position is that they cannot be held personally liable for the actions of the corporate Defendants for any breach, by the latter, of a contract or partnership agreement with Mr. Accurso. And, further, Mr. Land and Ms. Strein argue, absent valid breach of contract or partnership claims against them, Mr. Accurso cannot maintain his civil conspiracy claim against them. Additionally, they assert that Mr. Accurso's civil conspiracy claim must fail because agents of the same corporation cannot, as a matter of law, conspire amongst themselves. But in their Motion, Mr. Land and Ms. Strein have not challenged Mr. Accurso's claims, ostensibly leveled at all Defendants, for violation of the federal Employee Polygraph Protection Act (Count I), violation of the Pennsylvania Wage Payment and Collection Law (Count IV), unjust enrichment (Count V), or intentional infliction of emotional distress (Count VI).
Mr. Accurso counters that he seeks to hold Mr. Land and Ms. Strein liable for the alleged breaches of contract and partnership agreement not individually, but, rather, on any and all of the theories that (1) Mr. Land voluntarily " undertook [the Contract's] legal obligations from the outset--as evidenced by his own words in an Agreement which he prepared," Mem. Opp. 10 (Docket No. 17); (2) Mr. Land and Ms. Strein " participated" in the breaches; and/or (3) the corporate veil should be pierced to allow his claims of breach to reach Mr. Land and Ms. Strein. For the following reasons, the Court will grant Defendants' Motion in part and deny it in part. The Court will dismiss Mr. Accurso's breach of contract and breach of partnership claims without prejudice to revive them with viable corporate veil-piercing allegations, but will, for present purposes, permit Mr. Accurso's civil conspiracy claim to proceed as based, potentially, on his as-yet unchallenged claim of intentional infliction of emotional distress.
A. Breach of Contract and Breach of Partnership Agreement
As explained below, the Court holds that Mr. Accurso cannot proceed with his breach of contract or breach of partnership agreement claims under any of the theories he advances. His voluntary undertaking and " participation theory" arguments for Mr. Land and Ms. Strein's individual liability must be dismissed with prejudice, because amendment would be futile, but the Court will permit Mr. Accurso to seek leave to amend his Complaint with respect to his veil piercing allegations.
1. Alleged Voluntary Undertaking of the Contract's Obligations
As the Court noted above and earlier in this litigation, see Feb. 10, 2014 Order 2 n.
Page 503
2 (Docket No. 9), the Court may examine the relevant Contract in assessing Mr. Accurso's breach of contract and breach of partnership claims. And as the Court also observed before, see id., that Contract binds " the Company," Infra-Red Services, and is signed by Mr. Land, " President" of the Company, as its " representative."
These observations were then, as they are reaffirmed now, based on basic contract law principles: " It is fundamental contract law" in Pennsylvania " that one cannot be liable for a breach of contract unless one is a party to that contract." Electron Energy Corp. v. Short, 408 Pa.Super. 563, 597 A.2d 175, 177 (Pa. S.Ct. 1991), aff'd, 533 Pa. 66, 618 A.2d 395 (1993). Even " [i]f the alleged contract is in the name of the agent, [if] the name of the principal is disclosed, there exists a strong presumption that it is the intention of the contracting parties that the principal and not the agent should be a party to the contract." Viso v. Werner, 471 Pa. 42, 369 A.2d 1185, 1187 (Pa. 1977); see also, e.g., Daniel Adams Assocs., Inc. v. Rimbach Pub., Inc., 360 Pa.Super. 72, 519 A.2d 997, 1000-01 (Pa. S.Ct. 1987) (" Where a party contracts with a corporation through a corporate agent who acts within the scope of his authority and reveals his principal, the corporate principal alone is liable for breach of the contract." ). Even without more, these principles suggest that the Contract bound only Infra-Red, and not Mr. Land, individually, as well.
Mr. Accurso's suggestion, in turn, is really that, by naming Mr. Land in the Contract, the parties did intend to bind him individually. But at a minimum, then, the Contract must be ambiguous as to whether it binds only Infra-Red, or whether it also reaches Mr. Land. In the case of ambiguity, the Court would be required to admit parol evidence for assessment by the factfinder. The " ambiguity of a contract and its interpretation," however, are threshold " questions of law" for the court. If a court finds a contract " unambiguous, the intent of the parties is to be determined by the words used in the contract," without resort to evaluation by the factfinder. In re Estate of Duran, 692 A.2d 176, 179 (Pa. S.Ct. 1997); accord, e.g., Allegheny Int'l, Inc. v. Allegheny Ludlum Steel Corp., 40 F.3d 1416, 1424 (3d Cir. 1994) (" Under Pennsylvania law, ambiguous writings are interpreted by the fact finder and unambiguous writings are interpreted by the court as a question of law." (citation omitted)). And under this paradigm, whether an agent contracting for a disclosed principal may be found personally liable depends on whether " he or she either executes a contract in his or her own name or voluntarily incurs a personal responsibility." Duran, 692 A.2d at 179 (citation and internal quotation marks omitted).
Mr. Accurso's contention that his later correspondence with Mr. Land evinces Mr. Land's understanding that Mr. Land is personally bound by the Contract, by its nature, relies on parol evidence and thus puts the cart before the horse: the Court must first ask whether the Contract is ambiguous as to who it binds, Allegheny Int'l, 40 F.3d at 1424; Sanford Inv. Co., Inc. v. Ahlstrom Mach. Holdings, Inc., 198 F.3d 415, 421 (3d Cir. 1999)--and it is not.[8]
Page 504
" A contract is ambiguous if it is reasonably susceptible of different constructions and capable of being understood in more than one sense." Hutchison v. Sunbeam Coal Corp., 513 Pa. 192, 519 A.2d 385, 390 (Pa. 1986); accord, e.g., Murphy v. Duquesne Univ. of the Holy Ghost, 565 Pa. 571, 777 A.2d 418, 429-30 (Pa. 2001). But a contract is ambiguous
if, and only if, it is reasonably or fairly susceptible of different constructions and is capable of being understood in more senses than one and is obscure in meaning through indefiniteness of expression or has a double meaning. A contract is not ambiguous if the court can determine its meaning without any guide other than a knowledge of the simple facts on which, from the nature of language in general, its meaning depends; and a contract is not rendered ambiguous by the mere fact that the parties do not agree upon the proper construction.
Metzger v. Clifford Realty Corp., 327 Pa.Super. 377, 476 A.2d 1, 5 (Pa. S.Ct. 1984) (citation and alteration omitted).
To determine whether the relevant language is ambiguous, " the court must assess the writing as a whole and not in discrete units." DiFabio v. Centaur Ins. Co., 366 Pa.Super. 590, 531 A.2d 1141, 1143 (Pa. S.Ct. 1987); cf. also, e.g., CTF Hotel Holdings, Inc. v. Marriott Int'l, Inc., 381 F.3d 131, 137 (3d Cir. 2004) (" When interpreting contracts, we are required to read contract language in a way that allows all the language to be read together, reconciling conflicts in the language without rendering any of it nugatory if possible." (Delaware law)). Further, because " it may not be apparent whether a contract is ambiguous without an examination of the context in which the contract was made," courts " may consider, among other things, the words of the contract, the alternative meaning suggested by counsel, and the nature of the objective evidence to be offered in support of that meaning." Sanford Inv. Co., 198 F.3d at 421 (internal quotation marks and citation omitted). In other words, courts themselves may look to extrinsic evidence if it " will aid in the resolution of ambiguities," and " [i]f, moreover, the extrinsic evidence raises disputed issues of material fact, the court must refer those issues to the fact finder." DiFabio, 531 A.2d at 1142-43 (citing Hutchinson, 519 A.2d 385); accord Langer v. Monarch Life Ins. Co., 879 F.2d 75, 81 n.8 (3d Cir. 1989) (" Thus, an ambiguity may be revealed by extrinsic evidence not barred by the parol evidence rule and once so demonstrated, evidence of intent which would otherwise be barred by the parol evidence rule is admissible." ).
But if, on the other hand, a court finds the pertinent " language . . . unambiguous, [its] analysis ends," Bowersox v. Progressive Cas. Ins. Co., 2001 PA Super 226, 781 A.2d 1236, 1239 (Pa. S.Ct. 2001): " Where . . . the language of the contract is clear and unambiguous, a court is required to give effect to that language." Gene & Harvey Builders, Inc. v. Pa. Mfrs. Ass'n Ins. Co., 512 Pa. 420, 517 A.2d 910, 913 (Pa. 1986) (citation omitted).
Mr. Accurso's strongest argument for ambiguity may be the Contract's prefatory language, which references Mr. Land explicitly by name:
Independent Contractor Agreement made this 15th day of September 2004 by and between Brian Land / Infra Red Services Co. (" Company" ), a Pennsylvania corporation having offices at 1605 Ramblewood Lane, Jamison, PA and Peter Accurso, an independent contractor,
Page 505
an individual with an office in Pennsylvania.
Contract 1.
But while " Brian Land / Infra Red Services Co." is an undeniably sloppy way to refer to the corporation, the Contract nevertheless does just that: it strains reason to argue that " Company" or " a Pennsylvania corporation" can refer to Mr. Land individually, and " [c]ourts should not . . . distort the meaning of the language or strain to find an ambiguity," Regents of Mercersburg Coll. v. Republic Franklin Ins. Co., 458 F.3d 159, 172 (3d Cir. 2006) (citing Steuart v. McChesney, 498 Pa. 45, 444 A.2d 659, 663 (Pa. 1982)); accord, e.g., Canal Ins. Co. v. Underwriters at Lloyd's London, 435 F.3d 431, 435 (3d Cir. 2006); Madison Constr. Co. v. Harleysville Mut. Ins. Co., 557 Pa. 595, 735 A.2d 100, 106 (Pa. 1999) (citing Steuart, 444 A.2d at 663 (Pa. 1982)); rather, courts should read contracts " to avoid ambiguities if possible," Nationwide Mut. Ins. Co. v. Chiao, 186 F.App'x 181, 185 (3d Cir. 2006) (quoting St. Paul Fire & Marine Ins. Co. v. U.S. Fire Ins. Co., 655 F.2d 521, 525 (3d Cir. 1981)).
Here, the Contract's operative language lays out obligations only between Mr. Accurso and the " Company." See generally Contract. The question thus becomes whether " Company," the entity subject to the Contract's obligations, is " reasonably susceptible," Hutchison, 519 A.2d at 390, of being understood as including Mr. Land separately and personally. And as a " [w]ord[] of 'common usage' . . . to be construed in [its] natural, plain, and ordinary sense," Wall Rose Mutual Ins. Co. v. Manross, 2007 PA Super 395, 939 A.2d 958, 962 (Pa. S.Ct. 2007), " Company" cannot be so understood: a court cannot, as would be required to accept Mr. Accurso's construction, " modify the plain meaning of the words under the guise of 'interpreting' the [contract]," id. ; accord Genaeya Corp. v. Harco Nat. Ins. Co., 991 A.2d 342, 347 (Pa. S.Ct. 2010)--especially when " Company" clearly appears to refer to " Infra Red Services Co.," Contract 1 (emphasis added).
Finally, the Contract closes:
IN WITNESS WHEREOF, the parties, by their duly constituted and authorized representatives, have se [sic] their hand and seals as of the date first above written.
By: /s/ Brian Land
/s/ Peter Accurso
Contract 6 (emphasis added).
Thus, when the Court " consider[s] the entire document," Com. of __ Pa. __, Dep't of Transp. v. Manor Mines, Inc., 523 Pa. 112, 565 A.2d 428, 433 (Pa. 1989); accord Ready Food Prods., Inc. v. Great N. Ins. Co., 417 Pa.Super. 643, 612 A.2d 1385, 1387 (Pa. S.Ct. 1992), the Court finds that " reasonably intelligent persons, considering" the meaning of " the Company" " in the context of the whole [contract]," would not " differ regarding its meaning," Musisko v. Equitable Life Assurance Soc., 344 Pa.Super. 101, 496 A.2d 28, 31 (Pa. S.Ct. 1985), as referring only to Infra-Red Services, Inc., and not also to Mr. Land individually and personally.
Mr. Accurso's reference to subsequent correspondence in which Mr. Land referred to the Contract that Mr. Accurso signed " with me" does not alter the Court's conclusion.[9] " The polestar of [the
Page 506
ambiguity] inquiry . . . is the language of the [contract]," Madison Const. Co., 735 A.2d at 106, and absent " the existence, in the contract the court [is] asked to interpret, of a certain word or phrase which [is] susceptible to different interpretations," no ambiguity may be found, Del. River Port Auth. v. Thornburgh, 137 Pa.Cmwlth. 7, 585 A.2d 1123, 1126 (Pa. Commw. Ct. 1989). And here, " Company" is not susceptible to different interpretations. This conclusion of clarity is further bolstered by the Pennsylvania case law reiterating that a " corporation is distinct from its shareholders," even when its " stock is closely held or even held by one stockholder." Viso, 369 A.2d at 1188 (quoting McKenna v. Art Pearl Works, Inc., 225 Pa.Super. 362, 310 A.2d 677, 680 (Pa. S.Ct. 1973)). To find that the " Company" also referred to Mr. Land individually would not only flout general principles of corporate law, but it would also distort the Contract's plain language and the apparent utility of naming Mr. Land explicitly because he would be signing the Contract as Infra-Red's representative. Cf. generally Steuart, 444 A.2d at 663 (" [R]esort to the plain meaning of language hinders parties dissatisfied with their agreement from creating a myth as to the true meaning of the agreement through subsequently exposed extrinsic evidence. . . ." ). The Contract here is clear on its face that the parties--Infra-Red Services and Peter Accurso--intended to bind each other, and not Mr. Land individually. Infra-Red was the disclosed principal, and Mr. Land's inclusion in the Contract's prefatory language, which refers to a " Company" and a " corporation," without some plausible indication--and there is none--that a " company" or " Pennsylvania corporation" means a corporation plus an individual, does not allow the Court to interpret the Contract as ambiguous as to whether Mr. Land is personally bound. E.g., Banks Eng'g Co., Inc. v. Polons, 697 A.2d 1020, 1023 (Pa. S.Ct. 1997) (" Additionally, because we find that the clear language of the contract controls, we cannot accept appellant's invitation to construe it against the drafter, or to look to the parties' conduct to determine what they intended." ).[10] Mr. Land signed as Infra-Red's representative, viz., for Infra-Red, not for himself. The Contract, notwithstanding its overly casual drafting, does not personally bind Mr. Land as a party. And Ms. Strein is nowhere to be found in the Contract; it cannot bind her, either.[11]
2. " Participation Theory"
The foregoing discussion should suggest that an individual not bound by a contract cannot breach it; thus, no individual not
Page 507
bound by a contract can " participate" in its breach, at least not in any legal sense. Nonetheless, Mr. Accurso claims that he has sufficiently pleaded breach of contract and partnership agreement claims because Mr. Land and Ms. Strein personally took actions that harmed Mr. Accurso and " Pennsylvania law recognizes the participation theory as a basis of liability." Mem. Opp. 10.
" Participation theory" applies only in tort, not contract. The excerpt from the case Mr. Accurso quotes, Wicks v. Milzoco Builders, 503 Pa. 614, 470 A.2d 86 (Pa. 1983), establishes that " [t]he general, if not universal, rule is that an officer of a corporation who takes part in the commission of a tort by the corporation is personally liable therefor . . . ." Id. at 90 (emphasis added) (citation omitted). The nonapplicability of the participation theory to the contract context has been made explicit by the Third Circuit Court of Appeals: " Unless the corporate officer extends promises in his individual capacity, the participation theory does not apply in the context of an action for breach of contract." Walsh v. Alarm Sec. Grp., Inc., 95 F.App'x 399, 402 (3d Cir. 2004) (citation and internal quotation marks omitted). In essence, then, " participation theory" in the breach of contract context does not exist because it would add nothing to the rules discussed above--i.e., that an agent for the corporation to be held personally liable, he must have " made promises . . . while acting in [his] individual capacity" --that is, intending to bind himself personally. Id. (citing Bala Corp. v. McGlinn, 295 Pa. 74, 144 A. 823, 824 (1929); Loeffler v. McShane, 372 Pa.Super. 442, 539 A.2d 876, 879-80 (Pa. S.Ct. 1988)).[12]
Rather than referring to a " breach of contract" or " breach of partnership agreement" in his discussion of participation theory, Mr. Accurso uses phrases such as " personally liable for harm visited upon Plaintiff because of overt actions" and " wrongful acts." Mem. Opp. 10-11. The irony is that even though these words are remarkably vague, they still sound in tort rather than contract. Moreover, the Court has now twice undertaken to remind the parties about the importance of precision. See Feb. 10, 2014 Order 4 n.4 (" The . . . Strein Motion to Dismiss and Mr. Accurso's Response thereto cite very little case law and rely, instead, on citations to the broadest of principles and entire statutory schemes, without explaining how they apply to the alleged facts and parties in question." (citation omitted)).
Page 508
Broad principles have their place. In fact, the following is an example of broad contract principles that further illuminate why participation theory belongs to tort, not contract:
[The law of contract] never interferes until a promise has been broken . . . . If a breach of contract were regarded in the same light as a tort, it would seem that if, in the course of performance of the contract the promisor should be notified of any particular consequences which would result from its not being performed, he should be held liable for that consequence in the event of non-performance. Such a suggestion has been made. But it has not been accepted as the law. . . . As the relation of contractor to contractee is voluntary, the consequences attaching to the relation must be voluntary. What the event contemplated by the promise is, or in other words what will amount to a breach of contract, is a matter of interpretation and construction.
Oliver Wendell Holmes, Jr., The Common Law 271-73 (Belknap 2009) (1881) (footnote omitted). Similarly:
A contract gives one a right only against the other party to the contract. A tort right, like a property right--which tort rights frequently serve to enforce--is a right against the whole world, enabling one to obtain damages from (for example) a trespasser on one's property with whom one had no previous agreement limiting his right to enter the property. It would be infeasible to make a contract with every potential trespasser to protect oneself against trespass.
Richard A. Posner, Economic Analysis of Law 175 (8th ed. 2011).
The implications of contending that participation theory applies to breaches of contract are alarming. Not only would such application of participation theory render the concept of voluntary contract unrecognizable by holding nonpromisors liable,[13] it would also gut the concept of the corporate form by making corporate officers personally liable anytime they acted on the corporation's behalf, because, of course, " a corporation acts only through its agents and officers." Nix v. Temple Univ., 408 Pa.Super. 369, 596 A.2d 1132, 1137 (Pa. S.Ct. 1991).
3. Corporate Veil-Piercing
The corporate form may be disregarded, however, when a party shows that the corporate veil should be pierced. While
[i]t is true that a corporation . . . is normally regarded as a legal entity separate and distinct from its shareholders . . . [t]his legal fiction of a separate corporate entity . . . will be disregarded whenever justice or public policy demand and when the rights of innocent parties are not prejudiced nor the theory of the corporate entity rendered useless. . . . [W]henever one in control of a corporation uses that control, or uses the corporate assets, to further his or her own personal interests, the fiction of
Page 509
the separate corporate identity may properly be disregarded.
Ashley v. Ashley, 482 Pa. 228, 393 A.2d 637, 641 (Pa. 1978); see also, e.g., Kellytown Co. v. Williams, 284 Pa.Super. 613, 426 A.2d 663, 668 (Pa. S.Ct. 1981).
Mr. Accurso argues that in this case, " where the corporate Defendants essentially have no assets, the entities should not be used as a shield for wrongful conduct." Mem. Opp. 11. He contends that
it would be inappropriate to enter an order granting partial summary judgment [sic] where the reasonable expectation is that discovery will reveal supporting evidence. This is particularly true where the evidence is expected to establish that the corporate Defendants maintained no physical office outside the individual Defendants' home, owned no real estate, owned no equipment of value (other than a pair of infra-red cameras), owned no product or materials, owned no inventory, had no treasury or capital, and had essentially no other corporate assets of any kind--but rather served as pass-through entity by which payments to individual members were processed. Furthermore, it is respectfully suggested that it would also be premature at this juncture to make a determination regarding individual liability where the possibility of piercing the corporate veil under the circumstances exists.
Mem. Opp. 9-10. These factors are sufficient, he implies, to render " piercing the corporate veil . . . appropriate to prevent fraud, illegality, or injustice." Mem. Opp. 12.
But the standard a party must meet to persuade a court to pierce the corporate veil is a stringent one. See, e.g., Pearson v. Component Tech. Corp., 247 F.3d 471, 485 (3d Cir. 2001) (" Such a burden is notoriously difficult for plaintiffs to meet." ). Pennsylvania courts presume the legitimacy of the corporate form and will not pierce the veil unless exceptional circumstances warrant such an exceptional remedy. E.g., Lumax Indus., Inc. v. Aultman, 543 Pa. 38, 669 A.2d 893, 895 (Pa. 1995). Factors relevant to whether the corporate veil should be pierced include " undercapitalization, failure to adhere to corporate formalities, substantial intermingling of corporate and personal affairs and use of the corporate form to perpetrate a fraud." Id. (citing Dep't of Envtl. Res. v. Peggs Run Coal Co., 55 Pa.Cmwlth. 312, 423 A.2d 765 (Pa. Commw. Ct. 1980)); see also, e.g., Pearson, 247 F.3d at 484-85 (" The Third Circuit alter ego test is fairly typical of the genre. It requires that the court look to the following factors: gross undercapitalization, failure to observe corporate formalities, nonpayment of dividends, insolvency of debtor corporation, siphoning of funds from the debtor corporation by the dominant stockholder, nonfunctioning of officers and directors, absence of corporate records, and whether the corporation is merely a facade for the operations of the dominant stockholder." ); E. Minerals & Chems. Co. v. Mahan, 225 F.3d 330, 333 n.7 (3d Cir. 2000) (" Factors considered under Pennsylvania law, for example, with respect to the alter ego theory include, but are not limited to, the following . . . ." ); Plastipak Packaging, Inc. v. DePasquale, 75 F.App'x 86, 88 (3d Cir. 2003) (per curiam). Under the " alter ego" veil piercing subtheory--which is " applicable when '" the individual or corporate owner controls the corporation to be pierced and the controlling owner is to be held liable," '" Advanced Tel. Sys., Inc. v. Com-Net Prof'l Mobile Radio, LLC, 2004 PA Super 100, 846 A.2d 1264, 1278 (Pa. S.Ct. 2004) (quoting Good v. Holstein, 2001 PA Super 320, 787 A.2d 426, 430 (Pa. S.Ct. 2001) (quoting Miners, Inc. v. Alpine Equip. Corp., 722 A.2d 691, 695 (Pa. S.Ct. 1998)))--the party that seeks to
Page 510
pierce the corporate veil must show that the " lack of [corporate] formalities led to some misuse of the corporate form," id. at 1279; see Kaplan v. First Options of Chi., Inc., 19 F.3d 1503, 1521 (3d Cir. 1994) (" That remedy is available only if it is also shown that a corporation's affairs and personnel were manipulated to such an extent that it became nothing more than a sham used to disguise the alter ego's use of its assets for his own benefit in fraud of its creditors. In short, the evidence must show that the corporation's owners abused the legal separation of a corporation from its owners and used the corporation for illegitimate purposes." (citing Zubik v. Zubik, 384 F.2d 267 (3d Cir. 1967)), aff'd, 514 U.S. 938, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995).
Although veil-piercing is not a separate cause of action, but rather a basis for a cause of action against particular individuals, on a motion to dismiss (or motion for judgment on the pleadings), a court " must examine . . . whether the facts pleaded . . . state a cause of action on a theory of piercing the corporate veil." Lumax, 669 A.2d at 895. " [A]verments reciting elements of the veil-piercing test, without any supporting facts, constitute legal conclusions. Even under a notice pleading standard, as interpreted in Twombly, such averments cannot support a veil-piercing claim." Cent. Transp., LLC v. Atlas Towing, Inc., 884 F.Supp.2d 207, 217 (E.D. Pa. 2012) (quoting Shenango Inc. v. Am. Coal Sales Co., No. 06-149, 2007 WL 2310869, at *4 (W.D. Pa. Aug. 9, 2007) (citing Lumax, 669 A.2d at 895-96)).[14] In relevant cases in which veil piercing theories survive motions to dismiss, " the plaintiffs . . . pled the quantum of facts necessary to give rise to the reasonable inference that the alter ego test could be satisfied." 18 KT.TV, LLC v. Entest Biomed., Inc., No. 11-0244, 2011 WL 5374515, at *9 & n.2 (M.D. Pa. Nov. 7, 2011).
Here, Mr. Accurso has not alleged sufficient facts to allow his Complaint to give rise to a plausible theory of veil piercing. The fact that office addresses may have been shared by individuals and corporations, or may have been post office boxes, see Compl. ¶ ¶ 7-9--a common occurrence, one might suppose, with small corporations--or that Mr. Land spoke in the first person regarding Mr. Accurso's alleged obligations to his corporations, e.g., Compl. ¶ 28, or even that Mr. Land wore many hats, see Compl. ¶ 10, is not enough.[15] The Court is mindful of Mr.
Page 511
Accurso's argument in his Memorandum in Opposition that
the evidence is expected to establish that the corporate Defendants maintained no physical office outside the individual Defendants' home, owned no real estate, owned no equipment of value (other than a pair of infra-red cameras), owned no product or materials, owned no inventory, had no treasury or capital, and had essentially no other corporate assets of any kind--but rather served as pass-through entity by which payments to individual members were processed.
Mem. Opp. 9-10. But to the extent that these contentions, if true, are sufficient to sustain a corporate veil-piercing theory of individual liability--and the Court expresses no opinion on that question--they must be properly pleaded.[16] The Court will thus dismiss the breach of contract claim as to Mr. Land and Ms. Strein under a corporate veil-piercing theory without prejudice. See, e.g., Partners Coffee Co., LLC v. Oceana Servs. & Prods. Co., 700 F.Supp.2d 720, 737-38 (W.D. Pa. 2010) (" In the absence of anything more than a recitation of the elements necessary to hold
Page 512
Hometown and/or Mr. Kazas liable under the piercing of the veil theory or the alter ego theory, Counterclaim V will be dismissed in its entirety. However, the Court will permit Defendants to amend their counterclaims to cure the shortcomings of their initial pleading inasmuch as we hesitate at this stage of the litigation to find such an amendment would be inequitable or futile." (citing Phillips, 515 F.3d at 236)); USTAAD Sys., Inc. v. iCAP Int'l Corp., No. 09-CV-1149, 2010 WL 2838593, at *4 (M.D. Pa. July 16, 2010); cf., e.g. Stein v. Fenestra Am., L.L.C., No. 09-5038, 2010 WL 816346, at*6 (E.D. Pa. Mar. 9, 2010) (" The Court will grant a period of limited discovery on these issues and allow the Plaintiffs to amend their Complaint to allege facts supporting their argument that Zeluck and Fenestra are jointly and severally liable for the debts of each other." ).
None of Mr. Accurso's theories--individual intent to be bound, participation, or corporate veil-piercing--can sustain Count II, for breach of contract, against Mr. Land or Ms. Strein. Count II is therefore dismissed as to Mr. Land and Ms. Strein with prejudice as to Mr. Accurso's individual intent and participation theories, and without prejudice as to his corporate veil-piercing theory; amendment of the Complaint as to the former would be futile, but not, necessarily, as to the latter (especially given Mr. Accurso's averments, located improperly in his briefing). See Phillips, 515 F.3d at 228.
For these same reasons, Count III, for breach of partnership agreement, must also fail. This claim is based, as pleaded, on Mr. Accurso's Contract with InfraRed Services, see Compl. ¶ 62, and thus, in the absence of a basis for a binding partnership between Mr. Accurso and Mr. Land separate from the Contract, which, as the Court has explained, does not bind Mr. Land personally, the Court must dismiss Count III (likewise, for the similar reasons, without prejudice).
B. Civil Conspiracy
Defendants, arguing that " the actions identified as the basis for [Mr. Accurso's] civil conspiracy claim [Count VII] are the very same actions identified as the basis for [Mr. Accurso's] breach of contract and breach of partnership agreement claims," Mot. 13, contend that without a " viable breach of contract or breach of partnership agreement claim . .., the civil conspiracy claim must fail," Mot. 14. The Court agrees with the second premise, namely, that without a viable underlying substantive claim, a civil conspiracy claim may not lie. But Defendants' conclusion does not necessarily follow from their premise, because Mr. Accurso's civil conspiracy claim might be based on another cause of action.
Pennsylvania law mandates that " absent a civil cause of action for a particular act, there can be no cause of action for civil conspiracy to commit that act." Goldstein v. Phillip Morris, Inc., 2004 PA Super 260, 854 A.2d 585, 590 (Pa. S.Ct. 2004) (quoting McKeeman v. Corestates Bank, 2000 PA Super 117, 751 A.2d 655, 660 (Pa. S.Ct. 2000)). A plaintiff charging civil conspiracy must therefore " plead or develop a[] separate underlying intentional or criminal act that can support a civil conspiracy claim." Id.
Mr. Accurso seems to ignore this point in both his Complaint and in his briefing. Mr. Accurso's Complaint alleges that
Defendant Land conspired and acted in concert with Defendant Strein, the significant other of Land, with a common purpose to deprive Plaintiff Accurso of monies to which he was entitled, to improperly divert those monies to Defendant Land and Defendant Strein, to withhold prompt and proper payment as
Page 513
agreed, and to thereby cause harm to Plaintiff Accurso.
Compl. ¶ 82. Similarly, at several places in his papers, Mr. Accurso argues that Mr. Land and Ms. Strein formed " a conspiracy to benefit themselves individually and harm Plaintiff personally." Mem. Opp. 6; see id. 7, 12-13 (" [I]t is specifically averred that Defendant Land and Defendant Strein committed overt acts in pursuit of their common purpose with an intent to injure Accurso." ). But nowhere does Mr. Accurso make clear just what tortious activity Mr. Land and Ms. Strein allegedly conspired to do, although the allegations seem to suggest that some sort of a conversion claim was what was intended.[17] Instead, Mr. Accurso appears to rely on a generic incorporation allegation. See Compl. ¶ 81 (" Plaintiff Accurso hereby incorporates the preceding paragraphs, as though fully set forth herein." ). Thus, the Court must consider whether the remainder of Mr. Accurso's Complaint alleges a predicate tort.
Although the Court doubts that Mr. Accurso could base his civil conspiracy claim on a breach of contract or breach of partnership agreement claim, because such wrongs, even if proven, are not tortious, the Court need not reach that question because it is dismissing those claims. See Nix, 596 A.2d at 1137 (quoting Pelagatti v. Cohen, 370 Pa.Super. 422, 536 A.2d 1337, 1342 (Pa. S.Ct. 1987)); see also, e.g., Boyanowski v. Capital Area Intermediate Unit, 215 F.3d 396, 405-06 (3d Cir. 2000) (" [W]e are unaware of any jurisdiction that recognizes civil conspiracy as a cause of action requiring no separate tortious conduct." (quoting In re Orthopedic Bone Screw Prods. Liab. Litig., 193 F.3d 781, 789 (3d Cir. 1999))).[18]
Page 514
Thus, to the extent that Mr. Accurso's civil conspiracy claim is founded on either his breach of contract or breach of partnership claims, it, too, must fail.
But Mr. Accurso still has an intentional infliction of emotional distress claim against the Defendants. Mr. Land and Ms. Strein's Motion for Judgment on the Pleadings does not address this potential predicate tort, but instead argues generally that " to the extent [that Mr. Accurso's] conspiracy allegations encompass actions that Mr. Land and Ms. Strein took in their roles as principals and/or officers" of the corporate Defendants, no civil conspiracy claim can lie because " 'agents of a single entity cannot conspire among themselves.'" Mot. 14 (quoting Grose v. Procter & Gamble Paper Prods., 2005 PA Super 8, 866 A.2d 437, 441 (Pa. S.Ct. 2005) (quoting Rutherfoord v. Presbyterian-Univ. Hosp., 417 Pa.Super. 316, 612 A.2d 500, 508 (Pa. S.Ct. 1992))). And, indeed, this " intracorporate conspiracy doctrine" generally bars conspiracy claims against agents and their principals. E.g., Gen. Refractories Co. v. Fireman's Fund Ins. Co., 337 F.3d 297, 313 (3d Cir. 2003) (citing Heffernan v. Hunter, 189 F.3d 405, 413 (3d Cir. 1999)).
Mr. Accurso retorts that Mr. Land and Ms. Strein were not conspiring as agents of one of their alleged corporate forms, but rather " as individuals in a significant other relationship," and that " [i]t is certainly a reasonable inference that Defendant Land and Defendant Strein acted for their own personal benefit and not for any alleged corporate benefit." Mem. Opp. 12-13. Although he does not cite any authorities on this specific point, Mr. Accurso's argument is, in essence, an assertion of an exception to the intracorporate conspiracy doctrine for situations in which an officer " act[ed] in a personal, as opposed to official, capacity. That is, an exception exists 'when the employees have acted for their sole personal benefit.'" Gen. Refractories Co., 337 F.3d at 313-14 (citations omitted) (quoting Heffernan, 189 F.3d at 412).[19]
This personal benefit exception to the intracorporate conspiracy doctrine is poorly defined, if in fact it exists. As noted in the margin, the Third Circuit Court of Appeals has addressed the exception largely by analogy, through the 42 U.S.C. § 1985 and attorney-client relationship contexts. In a holding in the core corporate context, in Johnston v. Baker, 445 F.2d 424, 8 V.I. 413 (3d Cir. 1971), the Third Circuit Court of Appeals summarily rejected the " contention . . . that a corporation may not be guilty of a conspiracy with its officers and agents" when the conspiracy complained of " consisted of acts done by the corporation," two employees who, " testimony indicat[ed, had] acted as a result of personal motives," and a nonemployee. Id. at 426-27. As at least one district court has since observed, Johnston proposes that " a corporation can conspire with its agents or employees if the agents or employees are acting not for the corporation, but for personal reasons and one of the parties to the conspiracy is not an agent or employee of the corporation," and Johnston 's " rule has been liberally construed . . . so as to allow a civil conspiracy claim
Page 515
to proceed where agents or employees act outside of their corporate roles even in the absence of a co-conspirator from outside the corporation." Tyler v. O'Neill, 994 F.Supp. 603, 613 (E.D. Pa. 1998), aff'd, 189 F.3d 465 (3d Cir. 1999). At the same time, at least one panel of the Pennsylvania Superior Court, in a nonprecedential decision, has opined that no such " exception" to the intracorporate conspiracy doctrine " is recognized by Pennsylvania state courts." Lilly v. Boots & Saddle Riding Club, No. 57 C.D. 2009, 2009 WL 9101459, at *6 (Pa. Commw. Ct. July 17, 2009).[20] To make matters worse, yet another Superior Court decision suggests (again with little explanation) that the exception does exist. Gordon v. Lancaster Osteopathic Hosp. Ass'n, Inc., 340 Pa.Super. 253, 489 A.2d 1364, 1372 (Pa. S.Ct. 1985) (" [S]ufficient facts have been alleged to allow count 7 of the complaint to proceed to trial. We cannot, at this point, accept appellees' theory that a conspiracy cannot occur in the context of the 'single entity' of a hospital and its medical staff. In the instant case, appellant has alleged that appellees did not have the responsibility or legal function to review the professional abilities of other professional staff members under the medical staff constitution and by-laws." (citations omitted)). Of course, the operative question is whether the Pennsylvania Supreme Court would recognize such an exception, see Boyanowski, 215 F.3d at 406, and, based on the Court's research (not aided by the parties), the answer is unclear. Cf., e.g., Thompson Coal Co. v. Pike Coal Co., 488 Pa. 198, 412 A.2d 466, 473 (Pa. 1979) (" To hold that Ralph could have entered into an illegal agreement with the legal entity of which he was sole stockholder, director and officer would be without legal or rational basis. Summary judgment was therefore properly entered as to Ralph and Pike Coal on the conspiracy charge." ).
For several reasons, then--including the indicated indeterminacy of the case law--Mr. Accurso's civil conspiracy claim should be permitted to proceed, at least for now. Bad facts make bad law, and while a determination that Mr. Accurso categorically cannot establish that he has raised a viable predicate cause of action for his conspiracy claim that might fall into the private benefit exception to the intracorporate conspiracy doctrine (if one exists) might eventually be vindicated, little harm results to the Defendants from allowing the count to proceed. After all, as should be clear from the principles laid out above, " [s]ince liability for civil conspiracy depends on performance of some underlying tortious act, the conspiracy is not independently actionable; rather, it is a means for establishing vicarious liability for the underlying tort." Beck v. Prupis, 529 U.S. 494, 503, 120 S.Ct. 1608, 146 L.Ed.2d 561 (2000) (parenthetically quoting Halberstam v. Welch, 705 F.2d 472, 479, 227 U.S.App.D.C. 167 (D.C. Cir. 1983)); accord Boyanowski, 215 F.3d at 407; Orthopedic Bone Screw Prods., 193 F.3d at 788-90 & n.7. Defendants
Page 516
here have not yet challenged Mr. Accurso's intentional infliction of emotional distress claim, and, because, at least as the Court reads it, that claim challenges the actions of all the Defendants, as long as that claim survives, Mr. Accurso's civil conspiracy claim has some foothold at the motion to dismiss stage.[21]
At the same time, the Court reemphasizes the limited basis for its holding allowing Mr. Accurso's civil conspiracy claim to proceed: his intentional infliction of emotional distress claim plus allegations of the character that Mr. Land and Ms. Strein " formed Defendant Roofing Dynamics Group, LLC, . . . without the input and/or knowledge of Plaintiff Accurso," as part of their fraudulent conspiracy to " force Plaintiff Accurso out of the Company, in order to wrongfully deprive him of the vested partnership interest which he held, and to improperly divert to themselves those monies which were due and owing to Plaintiff Accurso, for their mutual personal benefit," Compl. ¶ 34, because of their potential for bringing Mr. Land and Ms. Strein outside the bounds of the intracorporate conspiracy doctrine. But the Court will also note the serious question that arises as to whether such allegations and Mr. Accurso's predicate intentional infliction of emotional distress claim align--indeed, whether intentional infliction of emotional distress (and breach of contract and partnership agreement) is even the correct cause of action based on Mr. Accurso' conception of what occurred.[22]
Finally, the Court need not reach the question of whether a civil conspiracy claim could be founded upon Mr. Accurso's other remaining claims, namely, for unjust enrichment and for violation of the federal Employee Polygraph Protection Act (" EPPA" ) and the Pennsylvania Wage Payment and Collection Law (" WPCL" ). The parties did not brief this issue, and the Court, upon cursory review of the case law, did not find the issue directly addressed. Cf., e.g., Alpha Pro Tech, Inc. v. VWR Int'l LLC, F.Supp., 984 F.Supp.2d 425, 87 Fed.R.Serv.3d 1, 2013 WL 6179065, at *20 (E.D. Pa. 2013) (" APT cannot base its tortious interference claim on its unjust enrichment claim as an
Page 517
independently actionable basis. For one, unjust enrichment does not sound in tort; rather, it is a restitutionary cause of action based on an implied or constructive contract." ); Orthopedic Bone Screw Prods., 193 F.3d at 790 (" A claim of civil conspiracy cannot rest solely upon the violation of a federal statute for which there is no corresponding private right of action." ). Further, the vicarious liability reasoning behind the common law prohibition on civil conspiracy, see, e.g., Beck, 529 U.S. at 503, Boyanowski, 215 F.3d at 407; Orthopedic Bone Screw Prods., 193 F.3d at 788-90 & n.7, would make civil conspiracy claims based on such causes of action rather suspect.[23]
Page 518
For the foregoing reasons, the Court will grant in part and deny in part Mr. Land and Ms. Strein's Motion to Dismiss. The Court will dismiss Mr. Accurso's claims against Mr. Land and Ms. Strein for breach of contract and breach of partnership agreement without prejudice to Mr. Accurso to attempt properly to plead a corporate veil-piercing theory. The Court will permit Mr. Accurso's civil conspiracy claim to proceed based on his unchallenged intentional infliction of emotional distress claim.
An Order consistent with this Memorandum follows.
AND NOW, this 28th day of May, 2014, upon consideration of Mr. Land and Ms. Strein's Joint Motion for Partial Judgment on the Pleadings (Docket No. 14), Mr. Accurso's Memorandum of Law in Opposition thereto (Docket No. 17), Mr. Land and Ms. Strein's Motion for Leave to File a Reply Brief (Docket No. 18), and the Reply Brief attached to that Motion (Docket No. 18-1), it is HEREBY ORDERED that--
1. The Motion for Leave to File a Reply Brief is GRANTED;
2. The Joint Motion for Partial Judgment on the Pleadings is GRANTED IN PART and DENIED IN PART, with respect to the following Counts of Mr. Accurso's Amended Complaint (Docket No. 10):
a. Count II, for breach of contract, is dismissed with prejudice as to Mr. Accurso's voluntary undertaking and " participation theory" grounds and dismissed without prejudice as to Mr. Accurso's seeking leave to amend to state a claim based on corporate veil-piercing; [1]
b. Count III, for breach of partnership agreement, is likewise dismissed without prejudice; and
c. Count VII, for civil conspiracy, is permitted to proceed.
Our website includes the main text of the court's opinion but does not include the
docket number, case citation or footnotes. Upon purchase, docket numbers and/or
citations allow you to research a case further or to use a case in a legal proceeding.
Footnotes (if any) include details of the court's decision.
Official citation and/or docket number and footnotes (if any) for this case available with purchase.
Learn more about what you receive with purchase of this case.
LRC, Inc. About Us


text:
Ryan Blake (Stoney Creek) and Kevin MacLellan (Hamilton) each won their respective weight classes at the 2011 Ontario University Athletics championship on Saturday (Feb.12) in Thunder Bay.
Blake won the 72kg weight class and MacLellan the 82kg. Blake defeated Western's Josh Dawson in the final having moved up a weight class this year after winning the 68kg at the 2010 championship.
The story of the meet for the Marauders was MacLellan's defeat of Guelph's Mathieu Des Chatelets in the 82 kg to earn win his first career title. He was the runner up in the 82kg last year and he also has four provincial silvers and three high school silvers competing in the Ontario Federation of School Athletic Associations meets.
For the women, Alyshia Anderson (Windsor) was the top finisher winning silver in the 82 kg.
Adam Benish (Hamilton) and Sean House (Hagersville) won silver in the 130 kg and 90kg classes respectively. Alan Middleton (Sault Ste Marie) won bronze in the 61kg and Kevin Barrett (Hillsburgh) also won bronze in the 76kg.
Overall both the men's and women's teams placed fifth.
The Marauder medal winners advance to the 2011 Canadian Interuniversity Sport championship Feb. 25-26 hosted by Lakehead in Thunder Bay.
Men 54 kg
1. Steve Takahashi (Western)
2. Shujon Mazumder (UofT)
3. Dustin Helwig (Lakehead)
4. Michio Clark (Brock)
5. Joel Smith (Queen's)
6. Scott Young (Guelph)
Men 57 Kg
1. Gaston Tardif (Lakehead)
2. Tim Clement (Brock)
3. Gabe Sagman (UofT)
4. Rishave Ranjit (Western)
Men 61 Kg
1. Nick Rowe (Brock)
2. Robert Filman (Guelph)
3. Adam Middleton (MAC)
4. Jordan Swail (Western)
5. Mike Ragotte (Lakehead)
Men 65 Kg
1. Ilya Abelev (Western)
2. Kevin Iwasa-Madge (Guelph)
3. John Cottrill (Brock)
4. Stephen Tricarico (MAC)
5. Sam Driedger (Lakehead)
Men 68 Kg
1. Jason Bresele (Lakehead)
2. Kyle Rose (Brock)
3. Daniel Greenacre (Guelph)
4. Josh Proctor (Western)
5. Tavis Sisco (Queen's)
6. Mathew Vankleek (MAC)
Men 72 Kg
1. Ryan Blake (MAC)
2. Josh Dawson (Western)
3. Mattrixx Fereirra (Brock)
4.John Feng (UofT)
5. Brandon Gardner (Lakehead)
6. Christopher Janz (Queen's)
7. Matt Kocel (Guelph)
Men 76 Kg
1. Jacob Jagas (Guelph)
2. Dene Ringuette (uofT)
3. Kevin Barett (MAC)
4. Eric Jacobson (Western)
5. Ryan McCracken (Brock)
6. Jamie Funk (Lakehead)
Men 82 Kg (INC)
1. Kevin MacClellan (MAC)
2. Mathieu Deschatelets (Guelph)
3. Kevin Ens (Western)
4. Nik Wilson (Lakehead)
5. Andrew Reid (Brock)
Men 90 Kg (INC)
1. Korey Jarvis (Guelph)
2. Sean House (MAC)
3. Colten Woznow (Lakehead)
4. Mike Barry (Brock)
5. Shawn Wheatly (Western)
Men 130 Kg
1. John Fitzgerald (Guelph)
2. Adam Benish (MAC)
3. Trevor Steffler (Lakehead)
4. Matt Hutchison (Western)
5. Matthew Griffin (Brock)
6. Taylor Wood (Queen's)
Women 48 Kg
1. Jasmine Mian (Brock)
2. Jade Papke (Guelph)
3. Jessica Bershatsky (Lakehead)
4. Sahana Mazumder (Western)
5. Bianca Fung (MAC)
Women 51 Kg
1. Diana Ford (Brock)
2. Jennifer Nguyen (Western)
3. Alexi Kreps (Lakehead)
4. Christianna Walker (MAC)
5. Marisa Scott (Guelph)
Women 55 Kg
1. Brianne Barry (Western)
2. Jes Smith (Lakehead)
3. Ana Gheorghe (Brock)
4. Nicole Mazara (MAC)
Women 59 Kg
1. Aislynn Torfason (Lakehead)
2. Liz Sera (Western)
3. Kellie Heney (Queen's)
4. Natasha Chang (Brock)
Women 63 Kg
1. Larissa D'Alleva
2. Laura Steffler (Brock)
3. Karleah Bonk (Lakehead)
4. Sahar King (UofT)
5. Erika D'Angelo (MAC)
6. Katherine Strang (Queen's)
Women 67 Kg
1. Allison Leslie (Guelph)
2. Alexis Kilroy (Brock)
3. Arlene Williams (Western)
4. Christine Humphries (Queen's)
Women 72 Kg
1. Kelsey Gsell (Guelph)
2. Rebecca Levitt (Brock)
3. Monica Varallo (Western)
4. Yi Quan (Queen's)
Women 82 Kg
1. Nicole Plummer (Lakehead)
2. Alysha Anderson (Mac)
3. Alyssa James (UofT)
4. Alisha Depass (Brock)
5. Shelby Riddell (Western)


text:
Reasons Why Alec is one of the best characters in the Twilight Saga/toplist-item-50b43f81b1d06
< Top 10 list:Reasons Why Alec is one of the best characters in the Twilight Saga
1,078pages onAdd New Page
this wiki
this wiki
Ad blocker interference detected!
Wikia is a free-to-use site that makes money from advertising. We have a modified experience for viewers using ad blockers
Wikia is not accessible if you've made further modifications. Remove the custom ad blocker rule(s) and the page will load as expected.
Alec is so calm, yet he's evil, making him super awesome


text:
Congratulations! You leveled up, but you aren't logged in so we can't save your points.
Eren Derdiyok scores a wonderful goal. Might be an early candidate for goal of the year.
Categories sports
Tags sports, amazing, soccer, goal, eren-derdiyok
Video Size: 420 x 315480 x 360640 x 480960 x 720
Flag This Item
Soccer, it's so hot right now.
27,205 |2
Fantastic endurance, fantastic strength and fantastic looks!
165,716 |3
If this is real, this is the most incredible pool shots of all time.
410,289 |4
Hawaiian surfer breaks wave-riding record.
48,200 |2
Top wingsuit flying tackle an amazing mountain flight.
93,390 |2
Competitive Climbing, especially Bouldering, is becoming more and more Ninja like. Impressive highlights from this year's World Cup Season.
26,341 |2
Anything that starts with a bit of slap bass is going to be good.
43,266 |2
This is way past pole dancing and clearly into a sport. Don't think most people have the strength to do what this girl can do.
579,610 |4
Don Frye vs Yoshihiro Takayama in what just might be the most testosterone filled fight of all time.
341,688 |4
"Every punch is thrown with bad intentions and the speed of the devil." - M. Tyson.
38,265 |2
VideoBash is your first and final stop for free funny videos, games and pictures guaranteed to brighten up your day. The funniest jokes and the most unbelievable pranks caught on tape have been collected in one spot for your viewing pleasure. This is entertainment at its best and no one does it better than VideoBash. These funny clips crackle with humor and they will definitely have you laughing till your sides hurt. Quality is our number one priority and the free funny vids here are the best of the best. There are no mediocre videos here. All the videos, jokes, pranks on VideoBash are the cream of the crop and you'll be hooked from the get go. The best part is you don't have to keep all this good stuff to yourself, you can share all the free entertainment videos with your friends.


text:
My Trackers
my Nutrition
my Fitness
my Weight
Other Goals
my SparkPoints
Community Home
Message Boards
Challenge Central
Secrets of Success
Member Blogs
Friend Feed
What's New
Health & Wellness
Weight Loss
Stuff We Love
Healthy Family
Pregnancy & Postpartum
Instant Inspiration
Food Database
Lifestyle Centers
The SparkPeople Blog
Stream hundreds of free workout videos and track them in one click. Get fit at home, at work or wherever you are!
Today's Featured Video:
Bollywood Fitness: Weight Loss
Visit SparkPeople.TV
Access hundreds of thousands of recipes that are healthy and easy to make. Get full nutrition info for every recipe and track with one click!
Today's Featured Recipe:
Virtually Fat-Free Delicious Banana Bread.
Visit SparkRecipes.com
(Online Now)
Just the Basics
Wednesday, November 07, 2012
For a long time, I was in the business of setting myself a lot of goals which were wonderful and idealistic, but I was never able to fully achieve. I had a whole lot of things on my list like creating art and getting a masters degree that I thought I had to do to be a successful and happy person. For a number of reasons, I thought this was the way a person was supposed to live. Unfortunately, I wasn't able to achieve all of them...and that made me feel less than successful.
So I decided I needed to simplify. To do that, I needed to define my priorities, focus on what was most important to me, and arrange my goals around those priorities. It turns out that maintaining my physical, mental and spiritual health is most important to me. So, while those other things are laudable goals, they really aren�t part of the foundation I need to feel strong and healthy the way I want to. Maybe one day I�ll get to those things, but right now, they just aren�t what I need.
Once I decided what my highest priorities were, I started paring down my list of goals so I could build around those. Working out and eating right are obvious � I�m definitely keeping those! But as it turns out, mental and physical order are also right up there for me.
Clearing my mind with some kind of meditation is really helpful to my emotional and spiritual health - and while I�m not even near hitting my goal of meditating every day, I am still working on it because I think it�s worth it. The goal serves as a reminder that I am happier when I am able to take the time to clear the emotional cobwebs and distracting thoughts and focus on maintaining a calm sense of balance in my life. And I am always happier when I do that.
It turns out physical order is important to me too. I like to keep my space in order, and I like to keep my money in order. I am slowly getting my house in order: cleaning closets, getting rid of clothes and knick-knacks and paper I no longer need.
And I finally made a budget and am working on sticking to it. I�m proud of this because I�ve been overspending lately. I made a lot of excuses � kids� college expenses, I deserve this, blah blah blah. The fact is, I have been lacking in discipline and I�m going to get myself in trouble unless I get my finances under control.
I found out that by simplifying my goals, I've been better able to achieve them. Instead of trying to do everything, I�m trying to work methodically on the ones that matter. Maybe I�ll get to the other stuff one day, maybe I won�t. It�s my life, I get to choose.
So, that's it. Just the basics. It�s giving me a feeling of freedom.
I like that.
Share This Post With Others
Report Inappropriate Blog
Member Comments About This Blog Post
Report Inappropriate Comment
My SparkPage
Good for you!! This is a wonderful blog. I Love the idea of just being happy with what is most important and health is #1 for me too.
Good Luck with your meditation practice and if you are free on SUnday this may be a way for you to kick off your Sunday meditation. I found it on Facebook!
Please join us for Eckhart Tolle�s world-wide live meditation broadcast event for our Facebook friends on November 11 at 1 PM PT / 4 PM ET
This free event is our way in helping to raise the consciousness on the planet and bring Eckhart�s message of peace, stillness and awakening to as many people as possible.
We have been working hard to improve our server capacity to accommodate very large numbers so that everyone can now participate. You will need to pre-register here: http://www.eckharttolletv.com/livem
Click here to view what time this event will be broadcasted in your area: http://bit.ly/QPwx4Q
If you wish to view this information as a 'facebook event' please click here: http://www.facebook.com/events/4360
1493 days ago
Report Inappropriate Comment
My SparkPage
Love this. It's always the path of least resistance that leads us home... why we complicate things, I'm not sure.
1494 days ago
Report Inappropriate Comment
My SparkPage
Great blog and sounds wonderful that you are working on things that matter most to you. I need to remind myself when the scale yells at me for eating crap the day before that I still feel healthy and good overall.
Thanks for the reminder of what truely matters.
Have a great day.
1494 days ago
Add Your Comment to the Blog Post
Log in to post a comment
Disclaimer: Weight loss results will vary from person to person. No individual result should be seen as a typical result of following the SparkPeople program.
Get An Email Alert Each Time
KRISKECK Posts
See Today's Featured Member Blog Posts
More Blogs by KRISKECK
Beck Refresh Day #12: Practice Hunger Tolerance
- 12/9/2016
Beck Refresh Rest Day
- 12/8/2016
Beck Refresh Day #10: The Difference Between Hunger and Cravings
- 12/6/2016
Beck Refresh Day #9: Set a Realistic Goal
- 12/5/2016
View All ›
close ×


text:
Guerlain Face Primer
Gift with Purchase
Gift with Purchase
Guerlain 'Perfecting Météorites' Primer
Nars 'All Day' Luminous Weightless Liquid Foundation -
NARS All Day Luminous Weightless Foundation offers you full, natural-looking coverage with 16 hours of weightless wear. Highly pigmented and perfectly balanced, the breakthrough formula builds and blends effortlessly with just one drop. It features advanced flexible polymers that move with your skin, providing extraordinary breathability and comfort. Even Tone ... Learn More
Laura Mercier 'Oil-Free' Foundation Primer -
A lightweight, creamy gel, used prior to foundation, acts as an invisible barrier between skin and makeup. Specifically created for oily, sensitive and acne-prone skin types, the oil-free formula contains high water content and addresses surface dehydration around active blemishes. Oil-controlling ingredients ensure long-wear and flawless application. Brand: LAURA MERCIER. ... Learn More
Clé De Peau Beauté Correcting Cream Veil -
Clé de Peau Beauté Correcting Cream Veil is a rich, creamy, moisturizing makeup base that instantly smoothes roughness while visibly transforming your skin's texture. It covers pores, fine lines and uneven tone while helping makeup resist dullness, wear, oil breakthrough and changes in color throughout the day, helping you retain ... Learn More
Smashbox 'Photo Finish' Pore Minimizing Foundation Primer, Size
Say goodbye to visible pores with Smashbox's lightweight, long-wearing primer that dramatically reduces and blurs the appearance of pores for up to eight hours. Prep your skin and extend foundation wear while instantly erasing imperfections. The non-drying, mattifying formula also absorbs oil for flawlessly smooth, shine-free skin all day long.How ... Learn More
Smashbox 'Photo Finish - Adjust' Color Correcting Foundation
This lightweight, skin-perfecting primer reduces redness and discoloration as it creates the perfect canvas for foundation application. Worn alone or under foundation to increase its longevity, this silky blend of antioxidants, vitamins A and E, and soothing botanicals like soy, lemongrass, and orchid complex rejuvenates and refines. Dull or sallow ... Learn More
Jane Iredale Starter Kit - Dark
jane iredale brings you essential beauty products bundled into a chic cosmetics case so you look glamorous no matter where you are.Kit includes:- Smooth Affair Facial Primer and Brightener (0.24 oz.): a luminizing primer that nourishes, brightens, moisturizes and prepares your skin for makeup.- PurePressed Base Broad Spectrum SPF 20 ... Learn More


text:
Video Archive
Laughing Owl Is The Funniest Thing You Will See All DayPosted on November 13, 2014The face. The laugh. Everything about this laughing owl is hilarious. I can't stop watching this video and it only gets funnier every time. By the way anyone else […]
10 Hours Of Princess Leia Walking Through New York City – (Video)Posted on November 12, 201410 hours of Princess Leia walking through New York City – (video)
Check Out This Hilarious Walking Dead ParodyPosted on November 11, 2014AMC's The Walking Dead has been one of the biggest shows on TV for five years now, so it's about time we got a quality parody video! Thanks to the […]
Girl Fakes Being Drunk To See How Men RespondPosted on November 11, 2014You guys think these results are normal? Girl Fakes Being Drunk To See How Men Respond
This Street Musician Is A Music Genius. Must Watch!Posted on November 11, 2014This guy is the definition of a one man band. He has just about every instrument covered. The song is pretty impressive as well. This Street Musician Is A […]
The Ghostbusters Square Off Against The Mythbusters In Epic Rap Battles Of History Season 4Posted on November 10, 2014Epic Rap Battles of History has returned for a fourth season of YouTube time sucking goodness and they haven't skipped a beat. The latest episode pits The Ghostbusters against The […]
Robots Katana Fight – (Video / Gif)Posted on November 10, 2014Robots Katana Fight : (video / gif) – I for one welcome our new katana fighting robot overlords.
Glow Stick Blows Up In Kid's Face – (Video)Posted on November 10, 2014Glow stick blows up in kid's face – (video)
Monster Energy Drinks Are The Devil – (Video)Posted on November 10, 2014Monster Energy drinks are the devil! – (video)
Amazon's Echo Commercial Got Some Hilarious ModificationsPosted on November 8, 2014So, Amazon just revealed their sort of creepy house robot version of Apple's Siri called Echo. They made a charming little commercial for it, but thanks a Reddit user, that […]
All About That Base No Rebel – (Video)Posted on November 7, 2014All about that base no rebel – All about that bass Star Wars parody – (video)
The New Trailer For GTA V First Person Mode Looks EpicPosted on November 6, 2014With the re-release Grand Theft Auto V on PS4 and Xbox One on the way gamers everywhere are getting pumped. But Rockstar isn't satisfied with the hype. In order to kick […]
Retro Movie Trailer: The Amazing Spider-Man '77Posted on November 6, 2014It's been a decade since we've seen a truly great Spider-Man movie, Sam Raimi's Spider-Man 2 back in 2004. Fans and critics have endlessly complained about The Amazing Spider-Man 2, but […]
What The United States Thinks Of Europe – (Video)Posted on November 4, 2014What the United States thinks of Europe – (video)
Smoke Swede Everyday – Thug Farmer Smokes Weed With Snoop DoggPosted on November 4, 2014Smoke Swede Everyday – Thug Farmer smokes weed with Snoop Dogg
Nick Offerman + John Oliver = HilariousPosted on November 4, 2014John Oliver has been rocking it with the comedic gold as of late on his HBO show Last Week Tonight. On his latest episode, he decided to enlist the help […]
10 Hours Of Walking In Skyrim As A Woman In Skimpy Armor – (Video)Posted on October 31, 201410 hours of walking in Skyrim as a woman in skimpy armor – (video)
Retro Movie Trailer – Dr. StrangePosted on October 29, 2014Marvel decided to drop a bomb yesterday and announce their entire Phase 3 lineup of films. Among those announced was the long awaited Doctor Strange movie. Though, as you can […]
Daniel Radcliffe Raps Alphabet Aerobics – (Video)Posted on October 29, 2014Daniel Radcliffe raps Blackalicious' Alphabet Aerobics – (video)
Retro Movie Trailer – Jurassic ParkPosted on October 28, 2014The world is eagerly awaiting their first look at the fourth installment of the Jurassic Park franchise, Jurassic World, which has finished filming and is due out in June of […]
Insane Ok Go Video For 'I Won't Let You Down'Posted on October 27, 2014Ever since Ok Go made the world understand what treadmill's are really good for with the unforgettable "Here It Goes Again" video they have been on a crazy music video […]
When Mama Isn't Home… – (Video)Posted on October 27, 2014When Mama isn't home… – (video)
Nerd Dating 101 – Two WoW Players Talk Nerdy On A Dating Show, Announcers Have No Idea What's Going OnPosted on October 25, 2014Nerd Dating 101 – Two World of Warcraft players talk nerdy and the announcers have no idea what's going on
The Difference Between US And UK Ebola News CoveragePosted on October 25, 2014The difference between US and UK ebola news coverage


text:
Epos includes sales and stock feeds back to the retailer's head office. This live epos system also allows retailers to collect and react to live inter-branch transfers, live deliveries from the warehouse and live customer data etc. This enables retailers to improve their business processors and stock flow in business.
Eurostop's point of sale (EPOS) solution are multi-lingual and are in use over 25,000 retail locations (UK, Europe, USA and Asia). The epos software is integrated into Eurostop's e-rmis head office software, E-Manager (Estate Manager) or can be interfaced to a third party ERP system including SAP retail POS and Movex. Eurostop also provide e-fulfilment software that is integrated to the e-pos so that retailers can satisfy e-commerce orders directly from the e-pos till.
Eurostop's intelligent and versatile e-pos system resides on a Microsoft Windows platform and is therefore constantly updated with new range of features.


text:
- Hi there, welcome to Tribesmart. Log in to get started...
Summer Jersey Polo
Similar to Summer Jersey Polo
Black And Grey Pool Tee
The very stylish and trendy range of Printed cool polo t-shirt comes with a royal sporty look and feel. The high style designer polo tees are completely designed for the cool and all time comfort look that brings on a superior branded touch.
Grey Comfy Gym Tank Tees
The subdued grey tank t-shirt is sure to be a man's favourite pick. Discover novelty and freshness in active wear with this tee, without compromising on your comfort level through the wide armholes.
Comfy Crew Neck Gym Tank Tee For Men
The light grey tank tee with alluring crew neckline has been designed to add spunk and verve to one's daily casual wear.
Comfy Greyish White Gym Tank Tees for Men
Be it with a blazer, a jacket or the mesh hoodie, this greyish white tank top is a closet must have for the men.


text:
Check out Bang-yao Liu's senior project for SCAD. This thing should get a sponsorship from 3M! At the very least, the folks from Post-It should hire this kid to do an ad campaign. Brilliant. via Wooster Collective
5 comments:
I am so stealing this for my Facebook! And you're absolutely right... 3M should snatch him up quickly!! Thanks for sharing! This rocks it.ReplyDelete
Oh yes! This is a good one, isn't it?! xReplyDelete
Thanks for the comments, P & C! Yeah, this kid did an awesome job, right?ReplyDelete
The ping pong breakout game WINS!! WOW..?? Imagine the time!! And the rain scene!ReplyDelete
oh my gosh..
AND! Hey happy to be on the link up with ya'll for Dot @ Dabbled.org!
Thanks Carissa!ReplyDelete
Subscribe to: Post Comments (Atom)