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NOT PRECEDENTIAL
`
`UNITED STATES COURT OF APPEALS
`FOR THE THIRD CIRCUIT
`
`No. 03-2588
`
`GEORGE J. LODICK, JR.;
`MARY JANE BOURBAR
`
`v.
`
`DOUBLE DAY, INC.;
`SOMERSET SYNFUELS, LLC; WILLIAM WEST;
`EDWARD KANE; WEST MATERIALS, INC.
`
`Double Day, Inc.,
` Appellant
`
`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)
`
`Submitted Pursuant to Third Circuit LAR 34.1(a)
`October 28, 2004
`
`Before: SCIRICA, Chief Judge, FISHER and GREENBERG, Circuit Judges
`
`(Filed January 25, 2005)
`
`OPINION OF THE COURT
`
`

`
`SCIRICA, Chief Judge.
`
`We will affirm the judgment of the District Court.
`
`Appellees George J. Lodick and Mary Jane Bourbar brought a breach of contract
`
`action against their former employer, Double Day, Inc. The District Court conducted a
`
`bench trial and issued findings of fact and conclusions of law that we summarize briefly
`
`here. Inasmuch as we are writing solely for the parties, we will recite only those facts
`
`necessary in the consideration of this appeal.
`
`In 1995 Double Day acquired Diversified Resources, a waste recycling corporation
`
`owned by Lodick, in a stock for stock exchange. Lodick, Bourbar, and three Double Day
`
`officers signed the stock exchange agreement on March 6, 1995. Under the terms of this
`
`agreement, Lodick and Bourbar were to accept nominations to Double Day’s Board of
`
`Directors. The Agreement also provided that Lodick would enter into a three-year
`
`employment agreement with Double Day, the terms of which were set forth in an
`
`addendum to the stock exchange agreement.1
`
`Lodick and Bourbar entered into employment agreements with Double Day,
`
`effective July 29, 1995,under which Lodick was to be paid an annual salary of $120,000
`
`per year for three years and would serve as President and CEO of Double Day. Bourbar
`
`was to be paid an annual salary of $65,000 per year for three years and would serve as
`
` 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.
`
`2
`
`

`
`Secretary and Treasurer. During this three-year term, Lodick received $143,409 in total
`
`compensation. Bourbar was paid a total of $86,309 during this same three-year period.
`
`Upon expiration of his contract in July 1998, Lodick entered into a second
`
`agreement with Double Day setting his future compensation at $12,500 per month.
`
`Lodick continued to work for Double Day through September 1998, but did not receive
`
`any salary for this two-month period. The District Court entered judgment in favor of
`
`Lodick and Bourbar for damages caused by Double Day’s failure to pay their full salaries,
`
`but found that Lodick was not entitled to damages resulting from Double Day’s failure to
`
`indemnify him for business expenses.
`
`The District Court had diversity jurisdiction under 28 U.S.C. § 1332, and we have
`
`jurisdiction under 28 U.S.C. § 1291. We review findings of fact for clear error, Scully v.
`
`U.S. WATS, Inc., 238 F.3d 497, 505 (3d Cir. 2001), and conclusions of law de novo.
`
`Henglein v. Colt Indus. Operating Corp., 260 F.3d 201, 208 (3d Cir. 2001) (citing Fed. R.
`
`Civ. P. 52(a)).
`
`After a careful review of the record, we find no basis for disturbing the District
`
`Court’s judgment. The District Court made the sound conclusion that the 1995
`
`employment agreements between Double Day and Lodick and between Double Day and
`
`Bourbar were valid under Pennsylvania law. On that basis, the District Court held that
`
`Double Day’s failure to pay Lodick and Bourbar’s full salary constituted a breach of these
`
`3
`
`

`
`employment agreements, entitling Lodick to $241,591 in damages and Bourbar to
`
`$108,691 in damages.
`
`Double Day contends that Lodick and Bourbar’s salaries and employment
`
`contracts are invalid because they were never approved by the board of directors.2 We
`
`disagree. Leonard Labuda, a disinterested member of the Double Day board of directors
`
`following its acquisition of Diversified Resources, testified that employment contracts
`
`and salary figures for Double Day employees were executive decisions, rather than
`
`decisions requiring board approval. Moreover, the employment contracts between
`
`Double Day and Lodick and between Double Day and Bourbar were drafted by counsel
`
`for Double Day. There is no evidence that Appellees’ contract terms or salaries were
`
`unreasonable in light of their responsibilities and the compensation paid to other Double
`
`Day executives. Furthermore, the employment agreements, while signed only by Lodick
`
`and Bourbar, adhered to salary terms that had been set forth in the original stock
`
`exchange agreement signed by three Double Day officers.
`
`The District Court’s conclusions were warranted by the facts and the law. See
`
`Blair v. Scott Specialty Gases, 283 F.3d 595, 603 (3d Cir. 2002) (employment contract
`
`valid under Pennsylvania law where both parties manifest intent to be bound by the
`
` 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.
`
`4
`
`

`
`agreement, the terms of the agreement are sufficiently definite to be enforced, and there is
`
`consideration).
`
`We will affirm the judgment of the District Court.
`
`5

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