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`UNITED STATES COURT OF APPEALS
`FOR THE THIRD CIRCUIT
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`No. 03-2588
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`GEORGE J. LODICK, JR.;
`MARY JANE BOURBAR
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`v.
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`DOUBLE DAY, INC.;
`SOMERSET SYNFUELS, LLC; WILLIAM WEST;
`EDWARD KANE; WEST MATERIALS, INC.
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`Double Day, Inc.,
` Appellant
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`On Appeal from the United States District Court
`for the Western District of Pennsylvania
`D.C. Civil Action No. 00-cv-01330
`(Honorable Robert J. Cindrich)
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`Submitted Pursuant to Third Circuit LAR 34.1(a)
`October 28, 2004
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`Before: SCIRICA, Chief Judge, FISHER and GREENBERG, Circuit Judges
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`(Filed January 25, 2005)
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`OPINION OF THE COURT
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`SCIRICA, Chief Judge.
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`We will affirm the judgment of the District Court.
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`Appellees George J. Lodick and Mary Jane Bourbar brought a breach of contract
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`action against their former employer, Double Day, Inc. The District Court conducted a
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`bench trial and issued findings of fact and conclusions of law that we summarize briefly
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`here. Inasmuch as we are writing solely for the parties, we will recite only those facts
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`necessary in the consideration of this appeal.
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`In 1995 Double Day acquired Diversified Resources, a waste recycling corporation
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`owned by Lodick, in a stock for stock exchange. Lodick, Bourbar, and three Double Day
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`officers signed the stock exchange agreement on March 6, 1995. Under the terms of this
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`agreement, Lodick and Bourbar were to accept nominations to Double Day’s Board of
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`Directors. The Agreement also provided that Lodick would enter into a three-year
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`employment agreement with Double Day, the terms of which were set forth in an
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`addendum to the stock exchange agreement.1
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`Lodick and Bourbar entered into employment agreements with Double Day,
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`effective July 29, 1995,under which Lodick was to be paid an annual salary of $120,000
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`per year for three years and would serve as President and CEO of Double Day. Bourbar
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`was to be paid an annual salary of $65,000 per year for three years and would serve as
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` 1Under the agreement signed by Lodick, Bourbar, and three Double Day officers on
`March 6, 1995, Lodick was to be compensated at a base salary of $10,000 per month.
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`2
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`Secretary and Treasurer. During this three-year term, Lodick received $143,409 in total
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`compensation. Bourbar was paid a total of $86,309 during this same three-year period.
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`Upon expiration of his contract in July 1998, Lodick entered into a second
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`agreement with Double Day setting his future compensation at $12,500 per month.
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`Lodick continued to work for Double Day through September 1998, but did not receive
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`any salary for this two-month period. The District Court entered judgment in favor of
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`Lodick and Bourbar for damages caused by Double Day’s failure to pay their full salaries,
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`but found that Lodick was not entitled to damages resulting from Double Day’s failure to
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`indemnify him for business expenses.
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`The District Court had diversity jurisdiction under 28 U.S.C. § 1332, and we have
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`jurisdiction under 28 U.S.C. § 1291. We review findings of fact for clear error, Scully v.
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`U.S. WATS, Inc., 238 F.3d 497, 505 (3d Cir. 2001), and conclusions of law de novo.
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`Henglein v. Colt Indus. Operating Corp., 260 F.3d 201, 208 (3d Cir. 2001) (citing Fed. R.
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`Civ. P. 52(a)).
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`After a careful review of the record, we find no basis for disturbing the District
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`Court’s judgment. The District Court made the sound conclusion that the 1995
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`employment agreements between Double Day and Lodick and between Double Day and
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`Bourbar were valid under Pennsylvania law. On that basis, the District Court held that
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`Double Day’s failure to pay Lodick and Bourbar’s full salary constituted a breach of these
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`employment agreements, entitling Lodick to $241,591 in damages and Bourbar to
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`$108,691 in damages.
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`Double Day contends that Lodick and Bourbar’s salaries and employment
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`contracts are invalid because they were never approved by the board of directors.2 We
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`disagree. Leonard Labuda, a disinterested member of the Double Day board of directors
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`following its acquisition of Diversified Resources, testified that employment contracts
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`and salary figures for Double Day employees were executive decisions, rather than
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`decisions requiring board approval. Moreover, the employment contracts between
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`Double Day and Lodick and between Double Day and Bourbar were drafted by counsel
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`for Double Day. There is no evidence that Appellees’ contract terms or salaries were
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`unreasonable in light of their responsibilities and the compensation paid to other Double
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`Day executives. Furthermore, the employment agreements, while signed only by Lodick
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`and Bourbar, adhered to salary terms that had been set forth in the original stock
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`exchange agreement signed by three Double Day officers.
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`The District Court’s conclusions were warranted by the facts and the law. See
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`Blair v. Scott Specialty Gases, 283 F.3d 595, 603 (3d Cir. 2002) (employment contract
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`valid under Pennsylvania law where both parties manifest intent to be bound by the
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` 2Lodick’s employment agreement was signed by Bourbar on behalf of Double Day, in
`her capacity as Secretary/Treasurer. Similarly, Bourbar’s employment agreement was
`signed, on behalf of Double Day, by Lodick in his capacity as president. Appellants point
`to this fact as evidence that Lodick and Bourbar contracted only with themselves, not with
`Double Day, suggesting that their employment contracts were therefore invalid.
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`agreement, the terms of the agreement are sufficiently definite to be enforced, and there is
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`consideration).
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`We will affirm the judgment of the District Court.
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