Spudis, Jr. v. Metro Mattress Corporation et al

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF PENNSYLVANIA
WILLIAM SPUDIS, JR.,
Plaintiff,
v.
METRO MATTRESS CORPORATION,
et al.,
Defendants.
CIVIL ACTION NO. 3:24-CV-00822
(MEHALCHICK, J.)
MEMORANDUM
On April 28, 2024, Plaintiff William Spudis Jr., (“Spudis”) initiated this action by
filing a complaint in the Lackawanna County Court of Common Pleas. (Doc. 1-2; Doc. 1-3).
On May 17, 2024, Defendants David Adler (“Adler”) and Metro Mattress Corporation
(“Metro”) (together, “Defendants”) removed the action to the Court. (Doc. 1). On May 24,
2024, Defendants filed a motion to dismiss for failure to state a claim. (Doc. 3). For the
following reasons, Defendants’ motion is granted in part and denied in part.
I. BACKGROUND AND PROCEDURAL HISTORY
The following background is taken from the complaint and, for the purposes of the
instant motion, is taken as true. (Doc. 1-3). Metro is a mattress retailer. (Doc. 1-3, at 4). Adler
is the Chairman and Owner of Metro. (Doc. 1-3, at 5). On or about October 5, 2021, Spudis
and Metro entered into an employment agreement (the “Agreement”) which Adler signed in
his capacity as Chairman and Owner of Metro. (Doc. 1-3, at 5). The Agreement applied
retroactively and provided for a five-year term of employment spanning between January 1,
2021, and December 31, 2025. (Doc. 1-3, at 5). Under the Agreement, Spudis served as
Metro’s President and CEO and also performed executive services for an affiliate company,
Pennsylvania Bedding, Inc. (Doc. 1-3, at 6). The employment agreement allowed for Metro
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to terminate Spudis “for cause” with cause defined as 1) failure to perform the duties of his
position, 2) intentional acts of dishonesty, 3) conviction of a felony involving moral turpitude,
4) illegal drug use or excessive alcohol use in the workplace, 5) intentional and willful
misconduct that may subject Metro to criminal or civil liability, 6) breaches of the duty of
loyalty, 7) willful disregard for Metro’s policies and procedures, 8) breach of any material
terms under the Agreement, and/or 9) insubordination or deliberate refusal to follow the
reasonable instructions of Metro or its owner. (Doc. 1-3, at 6-7). If Metro terminated Spudis
for failure to perform his duties, the Agreement required thirty days’ notice and the
opportunity to cure. (Doc. 1-3, at 7). Under the Agreement, if Metro terminated Spudis
without cause, Spudis would be eligible to receive severance of two years of his base salary
plus a continuation of health insurance “in exchange for a Separation Agreement and Release
provided by [Metro].” (Doc. 1-3, at 7). The Agreement also provided that all final hiring
decisions for Metro were to be made by Spudis. (Doc. 1-3, at 8).
On February 27, 2024, Adler informed Spudis that Metro hired a new employee who
“would be placed in a position above [Spudis].” (Doc. 1-3, at 8). Adler made this decision,
without Spudis even though under the Agreement, Spudis was responsible for all of Metro’s
hiring decisions. (Doc. 1-3, at 8). Spudis requested sick leave on February 28, 2024, and
requested to be off between February 29, 2024, and March 5, 2024. (Doc. 1-3, at 8). On
February 29, 2024, while Spudis was on medical leave, Adler informed Spudis that he was
no longer employed as President and CEO of Metro. (Doc. 1-3, at 8). On March 4, 2024,
Metro locked Spudis out of his email. (Doc. 1-3, at 8-9). Metro’s human resources informed
Spudis that he may continue to work for Metro “in a different capacity” and that if he would
like to continue working at Metro, he must notify them by March 5, 2024. (Doc. 1-3, at 8-9).
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On March 25, 2024, Spudis returned from a pre-planned family vacation, and notified
human resources that he required sick leave. (Doc. 1-3, at 9). On March 27, 2025, human
resources informed Spudis that Metro was terminating certain benefits and canceling his
corporate credit cards. (Doc. 1-3, at 9). Spudis asked human resources about the status of his
employment on March 27 and 28, 2024 but did not receive a response. (Doc. 1-3, at 9). On
March 29, 2024, Metro informed Spudis that it terminated him as President and CEO and
threatened that if he did not abandon his Family and Medical Leave Act (“FMLA”) leave
requests he would be terminated from the company all together. (Doc. 1-3, at 9). Metro did
not terminate Spudis for cause as defined by the Agreement. (Doc. 1-3, at 10).
Spudis alleges three counts under state and federal law. (Doc. 1-3, at 10-15). In Count
I, Spudis alleges Metro is liable for breach of contract for breaching the Agreement. (Doc. 1-
3, at 10-11). In Count II, Spudis alleges Defendants are liable for interference and retaliation
under the FMLA. (Doc. 1-3, at 11-14). In Count III, Spudis alleges Defendants are liable
under the Pennsylvania Wage Payment and Collection Law (“WPCL”). (Doc. 1-3, at 14).
On May 24, 2024, Defendants filed a motion to dismiss for failure to state a claim.
(Doc. 3). On June 7, 2024, Defendants filed a brief in support. (Doc. 4). On June 21, 2024,
Spudis filed a brief in opposition. (Doc. 7). On July 5, 2024, Defendants filed a reply brief.
(Doc. 8). The Court stayed this action on September 10, 2024, pending the outcome of
Metro’s bankruptcy proceedings before the United States Bankruptcy Court for the Northern
District of New York. (Doc. 11). On February 6, 2026, Defendants informed the Court that
the bankruptcy court dismissed the bankruptcy case. (Doc. 28). On February 13, 2025, the
Court lifted the stay. (Doc. 29). Accordingly, this matter is ripe and ready for disposition.
II. LEGAL STANDARD
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Rule 12(b)(6) of the Federal Rules of Civil Procedure authorizes a defendant to move
to dismiss for “failure to state a claim upon which relief can be granted.” Fed. R. Civ. P.
12(b)(6). To assess the sufficiency of a complaint on a Rule 12(b)(6) motion, a court must first
take note of the elements a plaintiff must plead to state a claim, then identify mere conclusions
that are not entitled to the assumption of truth, and finally determine whether the complaint’s
factual allegations, taken as true, could plausibly satisfy the elements of the legal claim. Burtch
v. Milberg Factors, Inc., 662 F.3d 212, 221 (3d Cir. 2011). In deciding a Rule 12(b)(6) motion,
the court may consider the facts alleged on the face of the complaint, as well as “documents
incorporated into the complaint by reference, and matters of which a court may take judicial
notice.” Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007).
After recognizing the required elements that make up the legal claim, a court should
“begin by identifying pleadings that, because they are no more than conclusions, are not
entitled to the assumption of truth.” Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). The plaintiff
must provide some factual ground for relief, which “requires more than labels and
conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Bell
Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). “[T]hreadbare recitals of the elements of
a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S.
at 678. Thus, courts “need not credit a complaint’s ‘bald assertions’ or ‘legal conclusions’. . . ”
Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir. 1997) (quoting In re Burlington Coat
Factory Sec. Litig., 114 F.3d 1410, 1429-30 (3d Cir. 1997)). Nor need a court assume that a
plaintiff can prove facts that the plaintiff has not alleged. Associated Gen. Contractors of Cal. v.
Cal. State Council of Carpenters, 459 U.S. 519, 526 (1983).
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A court must then determine whether the well-pleaded factual allegations give rise to
a plausible claim for relief. “A claim has facial plausibility when the plaintiff pleads factual
content that allows the court to draw the reasonable inference that the defendant is liable for
the misconduct alleged.” Palakovic v. Wetzel, 854 F.3d 209, 219-20 (3d Cir. 2017) (quoting
Iqbal, 556 U.S. at 678) (internal quotation marks omitted); see also Sheridan v. NGK Metals
Corp., 609 F.3d 239, 262 n.27 (3d Cir. 2010). The court must accept as true all allegations in
the complaint, and any reasonable inferences that can be drawn therefrom are to be construed
in the light most favorable to the plaintiff. Jordan v. Fox, Rothschild, O'Brien & Frankel, 20 F.3d
1250, 1261 (3d Cir. 1994). This “presumption of truth attaches only to those allegations for
which there is sufficient factual matter to render them plausible on their face.” Schuchardt v.
President of the U.S., 839 F.3d 336, 347 (3d Cir. 2016) (internal quotation and citation omitted).
The plausibility determination is context-specific and does not impose a heightened pleading
requirement. Schuchardt, 839 F.3d at 347.
III. DISCUSSION
Defendants aver that Spudis fails to state a claim for breach of contract, under the
FMLA, or under the WPCL. (Doc. 4, at 14-25).
A. SPUDIS STATES A CLAIM FOR BREACH OF CONTRACT.
In Count I, Spudis alleges Metro is liable for breach of contract because it breached
the Agreement by 1) terminating him without following the Agreement’s termination
provisions such as the Agreement’s severance clause and 2) hiring a new employee without
consulting him. (Doc. 1-3, at 10-11). Defendants aver that Metro did not breach the
Agreement by terminating Spudis because it did not terminate him, but rather, assigned him
to a new position. (Doc. 4, at 15-16). Defendants further argue that even if Metro did
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terminate Spudis, the Agreement’s severance clause only applies where Spudis enters into a
Separation Agreement and Release, and Spudis did not even send Metro such an agreement.
(Doc. 4, at 16). Finally, Defendants aver that Metro did not violate the terms of the Agreement
by hiring a new employee because the Agreement states that Spudis may report to “[another]
individual as [Adler] may from time-to-time determine as the person to whom [Spudis] shall
report,” and it hired someone to fulfil that role. (Doc. 4, at 16). Spudis counters that he was
terminated because he alleges that on February 29, 2024, Adler informed him that he was “no
longer employed as President and CEO.” (Doc. 7, at 16-17). Spudis further contends that he
alleges he was terminated without cause and under the Agreement, Metro was required to
draft and send Spudis a Separation Agreement which Metro did not do. (Doc. 7, at 18-20).
Spudis finally argues that it is irrelevant that the Agreement stipulates that Adler may
designate another individual whom Spudis must report to because the agreement
unambiguously states that Spudis is responsible for all hiring decisions at Metro. (Doc. 7, at
18).
To state a claim for breach of contract under Pennsylvania law,1 “a plaintiff [must]
plead (1) the existence of a contract (including its essential terms), (2) a breach of the contract,
and (3) damages.” Cessna v. Rea Energy Coop., Inc., 753 F. App’x 124, 1128 (3d Cir. 2018)
(nonprecedential). While evaluating a motion to dismiss a breach of contract claim involving
a written contract, a court may consider the text of the contract if a copy is attached to the
complaint, or the text of an undisputedly authentic copy is attached to a motion to dismiss.
See Cooper v. Samsung Elecs. Am., Inc., 374 F. App’x 250, 253 n.3 (3d Cir. 2010); see also Massey-
1 The parties agree that Pennsylvania law applies. (Doc. 4, at 14; Doc. 7, at 19).
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Campbell v. Bridgecrest Acceptance Corp., No. CV 24-4146, 2025 WL 2808911, at *3 n.2 (E.D.
Pa. Oct. 2, 2025).
The parties agree that the Agreement exists as a binding contract, but dispute whether
Metro breached any duties imposed by the Agreement. (Doc. 4, at 14-16; Doc. 7, at 16-20).
When interpreting the duties imposed by a written contract, the Court must first look to the
contract’s plain language. See Lesko v. Frankford Hosp.-Bucks Cnty., 609 Pa. 115, 122 (2011); see
also Li v. Univ. of Scranton, No. 3:21-CV-00868, 2021 WL 6197822, at *4 (M.D. Pa. Dec. 31,
2021). “[W]hen a written contract is clear and unequivocal, its meaning must be determined
by its contents alone. It speaks for itself[,] and a meaning cannot be given to it other than that
expressed.” Lesko, 609 Pa. at 123 (citing Steuart v. McChesney, 498 Pa. 45, 48 (1982)). To plead
that a breach of duty caused damages, the defendant must only allege with certainty that there
were damages and does not have to plead the precise amount. See Rizzo v. Haines, 520 Pa. 484,
505 (1989) (noting that a breach of contract claim requires more than speculative damages
but also that “‘damages are speculative only if the uncertainty concerns the fact of damages
rather than the amount’” (quoting Pashak v. Barish, 303 Pa. Super. 559, 561 (1982)); see also
Moses Taylor Found. v. Coverys, No. 3:20-CV-00990, 2021 WL 1017371, at *3 (M.D. Pa. Mar.
17, 2021).
The Court may rely on the text of the Agreement because it is attached to the
complaint and both parties refer to it. (Doc. 1-3, at 19-34; Doc. 4, at 15-17; Doc. 7, at 16-20);
see Cooper, 374 F. App’x at 253 n.3; see also Massey-Campbell, 2025 WL 2808911, at *3 n.2. The
Agreement provides that Spudis agrees to serve Metro “on a full time and exclusive basis as
[Metro’s] President & CEO.” (Doc. 1-3, at 19). The Agreement lists various duties and
responsibilities Spudis shall hold as President and CEO and provides “[a]ll final hiring
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decision for [Metro], including as to members of the owner’s family, shall be made by
[Spudis].” (Doc. 1-3, at 20). The Agreement clarifies that it “shall initially be for a term of five
(5) years, commencing January 1, 2021, though December 31, 2025 . . . unless terminated
earlier in accordance with the provisions of this Paragraph.” (Doc. 1-3, at 24). The Agreement
further states that Spudis may be terminated by the company for cause based on a defined list
of causes or due to a change of control of Metro. (Doc. 1-3, at 25). The Agreement has a
severance provision which states:
In the event that [Spudis’s] employment is terminated by [Metro] without
Cause, as that term is defined . . . then [Spudis] shall be eligible to receive
severance only in exchange for entering into a binding Separation Agreement
and Release, in a form acceptable to [Metro] . . . If [Spudis] enters into a binding
Separation Agreement and Release, in a form acceptable to Company, [Spudis]
shall be eligible to receive severance in an amount equal to his Base Annual
Salary . . . for a period of twenty-four (24) months following the date of
[Spudis’s] termination.
(Doc. 1-3, at 30).
Spudis alleges that on February 29, 2024, Alder informed him that Spudis was “no
longer employed as the President and CEO of [Metro].”2 (Doc. 1-3, at 8). Defendants aver
2 In their reply brief, Defendants argue that this is an inaccurate representation of the
February 29, 2024, communications between Spudis and Adler based on an email they attach
to their reply brief. (Doc. 8, at 9-10; Doc. 8-1). The Court will not consider this email. Courts
do not consider arguments presented for the first time in a reply brief and may decline to
consider exhibits attached, for the first time, to a reply brief. See Williams v. Amazon, Inc., 573
F. Supp. 3d 971, 975 (E.D. Pa. 2021) (noting that arguments raised for the first time in a reply
brief are generally deemed waived); see also Delp v. Hexcel Corp., No. 3:25-CV-00233, 2025 WL
2618766, at *10 n.5 (M.D. Pa. Sept. 10, 2025) (declining to consider documents attached to
a motion to dismiss reply brief which could have been attached to the motion or brief in
support). Defendants did not present any arguments disputing the accuracy of the complaint’s
characterization of the communications between Spudis and Adler or attach the email as an
exhibit. (Doc. 4). Further, even if Defendants did attach the email to their initial motion or
brief in support, the Court could not consider it because the Court can only consider
undisputedly authentic documents referenced by a complaint and central to the claims. See
Cooper, 374 F. App’x at 253 n.3. The complaint does not reference an email, it only states that
Adler “contacted” Spudis. (Doc. 1-3, at 8). The Court cannot assume, at the pleadings stage,
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that this communication did not constitute termination or any other breach of the Agreement
because Metro told Spudis he could no longer serve as President and CEO but could serve in
another role. (Doc. 4, at 15-16). However, there is no provision in the Agreement regarding
demotion and the Agreement specifically states that Spudis shall serve as “President & CEO.”
(Doc. 1-3, at 19). The Agreement further states that Spudis shall serve in that role for a five-
year term unless Metro terminates him pursuant to the Agreement’s termination provisions.
(Doc. 1-3, at 19, 24). Spudis alleges that rather than following one of the listed termination
provisions, Metro ignored Spudis’s questions regarding the status of his employment and
attempted to force him to accept another role at Metro. (Doc. 1-3, at 8-10). Accepting these
allegations as true, Metro breached the Agreement because Metro’s actions as alleged do not
comply with any of the Agreement’s termination provisions. (Doc. 1-3, at 19, 24, 30). Spudis
also alleges Metro further violated the terms of the agreement by hiring another employee
without informing Spudis and the fact that the agreement contemplates that Spudis may
report to unspecified individuals does not change the fact that the Agreement specifically
states that Spudis has the final say regarding all hiring decisions.3 (Doc. 1-3, at 8, 20).
that this email constitutes the entirety of communications between Spudis and Adler and
instead, must take the allegations in the complaint as true. See Peterson v. Allegheny Cnty., No.
2:21-CV-00078, 2022 WL 280948, at *24 (W.D. Pa. Jan. 31, 2022) (declining to consider
emails attached to a motion to dismiss not referenced by the complaint); see also Ike v. Travelers
Prop. Cas. Co. of Am., No. CV 23-4498, 2025 WL 2553487, at *3 n.6 (E.D. Pa. Sept. 4, 2025)
(declining the same).
3 Defendants aver in their reply brief that the Court should not read the Agreement to
mean that Spudis’s hiring authority applies to hiring his superiors because such a reading
would lead to an absurd result. (Doc. 8, at 8-9). “[G]enerally, absent fraud, illegality,
unconscionability or mistake, parties are bound by the terms of their contract.” Format Corp.
v. Widewaters Prop. Dev. Corp., 162 F. App’x 168, 170 (3d Cir. 2006) (nonprecedential). Courts
only disregard the plain language of a contract where a party can show applying the plain
meaning of that language would lead to a result that is both absurd and unreasonable. See
Format Corp., 162 F. App’x at 170. Defendants present no arguments as to why applying the
plain language of the contract would be unreasonable and simply assert that Spudis’s hiring
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Accordingly, the Court finds that, based on the plain terms of the Agreement, Defendants
breached a contractual duty. Spudis further alleges that Metro’s breach caused him damages
because he did not receive the payments and benefits he was entitled to receive as President
and CEO for the remainder of his term. (Doc. 1-3, at 10-11). Thus, Spudis states a claim for
breach of contract because he alleges that the Agreement existed, that Metro breached the
Agreement by violating its clear and unambiguous terms, and that the breach caused him
damages. Cessna, 753 F. App’x at 1128. Defendants motion to dismiss Count I is DENIED.
B. SPUDIS STATES A CLAIM UNDER THE FMLA.
In Count II, Spudis alleges that Defendants are liable under the FMLA because they
1) interfered with his requests for FMLA leave and 2) retaliated against him for requesting
FMLA leave. (Doc. 1-3, at 11-14). The FMLA is a is a federal statute which entitles qualifying
employees to up to “12 workweeks of leave during any 12-month period” due to qualifying
events such as “a serious health condition that makes the employee unable to perform the
functions of the position of such employee.” 29 U.S.C.A. § 2612 (a). Employers may be liable
under the FMLA for either interfering with an employee exercising their FMLA rights or for
retaliating against an employee for exercising their rights. See Ross v. Gilhuly, 755 F.3d 185,
191-94 (3d Cir. 2014). Defendants aver Spudis fails to state a claim under either theory. (Doc.
4, at 17-21).
authority extending to potential supervisors would be absurd. (Doc. 8, at 8-9). The Court
cannot conclude, based on Defendants’ assertion, that a clause providing that a CEO is
responsible for all a company’s hiring decisions is inherently unreasonable. See Meyer v.
Delaware Valley Lift Truck, Inc., No. CV 18-1118, 2021 WL 1923019, at *7 n.4 (E.D. Pa. May
13, 2021) (rejecting an absurdity argument where a defendant merely asserted that applying
the plain language of an agreement would lead to an “absurd result” without providing any
reasons as to why applying the plain language would be unreasonable).
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1. Interference
Spudis alleges Defendants violated the FMLA by interfering with him exercising his
rights under the FMLA. (Doc. 1-3, at 11-13). Defendants aver that Spudis fails to state a claim
for FMLA interference because he does not allege Defendants actually withheld FMLA
benefits. (Doc. 4, at 17-19).
To state a claim for FMLA interference, a plaintiff must allege that 1) they were an
eligible employee under the FMLA, 2) their employer was subject to the FMLA, 3) they
entitled to FMLA leave, 4) they provided their employer with notice of their intention to take
FMLA leave, and 5) their employer denied them FMLA benefits they were entitled to under
the FMLA. See Burbach v. Arconic Corp., 561 F. Supp. 3d 508, 517 (W.D. Pa. 2021).
Defendants only challenge the final requirement, that they denied Spudis FMLA benefits.
(Doc. 4, at 17-19). Spudis counters that he states a claim for interference because he alleges
Defendants terminated him one day after he requested FMLA leave. (Doc. 7, at 23).
“An interference action is not about discrimination[;] it is only about whether the
employer provided the employee with the entitlements guaranteed by the FMLA.” Callison v.
City of Philadelphia, 430 F.3d 117, 120 (3d Cir. 2005). A plaintiff must allege that “FMLA
benefits were actually withheld.” Ross, 755 F.3d at 192; see Hershey v. Pennsylvania Dep't of
Transportation, No. 1:21-CV-0506, 2023 WL 6442074, at *4 (M.D. Pa. Sept. 29, 2023). A
plaintiff fails to state a FMLA interference claim where they do not allege FMLA benefits
were actually withheld. See Fraternal Ord. of Police, Lodge 1 v. City of Camden, 842 F.3d 231, 246
(3d Cir. 2016); see also Hershey, 2023 WL 6442074, at *4. Firing an employee in response to
an FMLA leave request constitutes actually withholding benefits. See Erdman v. Nationwide
Ins. Co., 582 F.3d 500, 509 (3d Cir. 2009) (stating “firing an employee for a valid request for
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FMLA leave may constitute interference with the employee's FMLA right”); see also Hansler
v. Lehigh Valley Hosp. Network, 798 F.3d 149, 159 (3d Cir. 2015) (stating the same).
Spudis alleges that he requested FMLA leave on February 28, 2024, and requested
leave between February 29, 2024, and March 5, 2024. (Doc. 1-3, at 8). Defendants do not
dispute that Spudis was eligible for this leave. (Doc. 4, at 17-19). On February 29, 2024, Adler
informed Spudis that he was “no longer employed as the President and CEO of [Metro].”
(Doc. 4, at 8). Defendants aver that Spudis was not terminated on February 29, 2024, and he
continued to take leave after that point. (Doc. 4, at 17-19). However, at this early stage, the
Court must accept all allegations in the complaint as true and make all inferences in favor of
Spudis. Jordan, 20 F.3d at 1261. Based on the allegations in the complaint, the Court finds
that Adler alleges that Defendants terminated him on February 29.
Spuds alleges that after Adler informed him that he was no longer employed as
President and CEO, Metro locked Spudis out of his work email by March 4, 2024, and told
him that he could return to the company in an unspecified role. (Doc. 1-3, at 8-9). While
Spudis alleges that he continued to request leave, he also alleges that he repeatedly asked
Metro’s human resources about the status of his employment and that human resources
would not answer him. (Doc. 1-3, at 9). Spudis further alleges that on March 29, 2024, Metro
reiterated that Spudis may return to Metro in an unspecified role but only if he abandoned his
FMLA requests. (Doc. 1-3, at 9). Making all inferences in Spudis’s favor, the Court finds
Defendants terminated him because Adler explicitly told him that he was “no longer
employed” in the only role in which he served and did not tell him that he was instead
employed in another role. (Doc. 1-3, at 8-10). Thus, Spudis states a claim for interference
because he alleges that Defendants fired him shortly after he requested medical leave and
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before he was able to use all of that leave through March 5, 2024. (Doc. 1-3, at 8); see Erdman,
582 F.3d at 509; see also Hansler, 798 F.3d at 159. Defendants’ motion to dismiss Spudis’s
FMLA interference claim is DENIED. (Doc. 3).
2. Retaliation
Spudis alleges Defendants violated the FMLA by retaliating against him for exercising
of his rights under the FMLA. (Doc. 1-3, at 11-13). Defendants aver that Spudis fails to state
a claim because Spudis alleges he was removed from his position as President and CEO before
he requested leave. (Doc. 4, at 20-21). Spudis counters that he requested leave on February
28, 2024, and Defendants terminated him on February 29, 2024. (Doc. 7, at 24).
To state a claim for FMLA retaliation, a plaintiff must allege that 1) they invoked their
right to FMLA leave, 2) they suffered an adverse employment action, and 3) “‘the adverse
action was causally related to [their] invocation [FMLA] of rights.”” Burbach, 561 F. Supp.
3d at 518 (quoting Lichtenstein v. Univ. of Pittsburgh Med. Ctr., 691 F.3d 294, 301 (3d Cir. 2012).
Defendants do not contest that Spudis alleges he invoked his right to FMLA leave by
requesting sick leave on February 28, 2024. (Doc. 4, at 20-21).
Termination and demotion are both adverse employment actions under the FMLA.
See Duncan v. Chester Cnty. Hosp., 677 F. App’x 58, 62 (3d Cir. 2017) (nonprecedential) (noting
that termination is an adverse action under the FMLA); see also Hair v. Fayette Cnty. of
Pennsylvania, 265 F. Supp. 3d 544, 566 (W.D. Pa. 2017) (noting that demotion or involuntary
transfer could be considered adverse actions under the FMLA). A defendant may plead that
an adverse action was casually related to their FMLA leave request by alleging that they
suffered the adverse action shortly after they requested leave. See Long v. Spalding Auto. Inc.,
337 F. Supp. 3d 485, 492 (E.D. Pa. 2018) (stating “[t]he close temporal proximity between
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Plaintiff's request for FMLA leave and his termination only a month later is sufficient to state
a claim at [the pleadings] stage”); see also Darby v. Temple Univ., 216 F. Supp. 3d 535, 544 (E.D.
Pa. 2016) (stating “[p]laintiff's amended complaint plausibly alleges retaliation because he
was fired immediately after requesting an extension of his FMLA leave”).
Spudis alleges that on February 27, 2024, Adler informed Spudis that “another
individual was being hired by [Metro] . . . in a position above [Spudis].” (Doc. 1-3, at 8). On
February 28, 2024, Spudis requested FMLA medical leave. (Doc. 1-3, at 8). On February 29,
2024, Adler informed Spudis he was “no longer employed as President and CEO of [Metro].”
(Doc. 1-3, at 8). Defendants removing Spudis from his position as President and CEO of
Metro is an adverse action. See Duncan, 677 F. App'x at 62; see also Hair, 265 F. Supp. 3d at
566. Defendants aver that this adverse action cannot be causally related to Spudis’s FMLA
leave request because they made the decision to remove him from his position on February
27, 2024. (Doc. 4, at 20-21). However, at this stage, the Court is bound to the facts as alleged
in the complaint, and Spudis alleges that on February 27, Adler only informed Spudis that a
new employee would be “placed in a position above” him. (Doc. 1-3, at 8); see Jordan, 20 F.3d
at 1261 (noting that courts must accept all facts in the complaint as true while evaluating a
Rule 12(b)(6) motion). Spudis alleges that Adler told him he was no longer President and
CEO the day after he requested FMLA leave. (Doc. 1-3, at 8). While discovery may provide
evidence that Defendants decided to terminate Spudis before he requested FMLA leave, for
purposes of the instant motion, Spudis sufficiently pleads a causal relationship because he
alleges that Defendants terminated him shortly after he requested FMLA leave. See Long, 337
F. Supp. 3d at 492; see also Darby, 216 F. Supp. 3d at 544. Accordingly, Defendants motion to
dismiss Count II is DENIED. (Doc. 3).
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C. SPUDIS FAILS TO STATE A CLAIM UNDER THE WPCL.
In Count III, Spudis alleges that Defendants are liable under the WPCL because they
denied him “fringe benefits to which [Spudis] was entitled pursuant to his employment with
[Metro].” (Doc. 1-3, at 14). Defendants aver that the WPCL does not apply to wages or other
benefits a plaintiff would have received if they remained employed, and all of Spudis’s alleged
unpaid benefits fall under that category. (Doc. 4, at 22-23). Defendants further contend that
the WPCL does not apply to additional benefits such as payments housing costs, automobile
leases, and country club memberships which Defendants allegedly did not pay Spudis.4 (Doc.
4, at 25). Spudis counters that the WPCL’s definition of wages includes reimbursement for
business expenses and other benefits, and he alleges that Defendants failed to reimburse him
for such expenses. (Doc. 7, at 25-26, 28-30). Spudis concedes that the WPCL does not apply
to future wages but avers that he sufficiently alleges Defendants failed to pay him wages
Defendants already owed him. (Doc. 7, at 25-30).
“The [WPCL] provides employees a statutory remedy to recover wages and other
benefits that are contractually due to them.” Oberneder v. Link Computer Corp., 548 Pa. 201,
204 (1997). To state a claim under the WPCL, a plaintiff must allege that 1) they were
contractually entitled to wages as defined by the WPCL, and 2) the defendant did not pay
them. See Bansept v. G & M Auto., 434 F. Supp. 3d 253, 260 (E.D. Pa. 2020). The WPCL
defines wages as “all earnings of an employe, regardless of whether determined on time, task,
piece, commission or other method of calculation. The term ‘wages’ also includes fringe
4 Defendants also contend that Spudis cannot state a WPCL claim based on unpaid
bonuses because the Agreement provides that Spudis is only entitled to a bonus if he works a
full year, and Spudis did not work a full year in 2024. (Doc. 4, at 23-24). Spudis responds that
he is not seeking liability under the WPCL for unpaid bonuses. (Doc. 7, at 26-27).
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benefits or wage supplements whether payable by the employer from his funds or from
amounts withheld from the employes' pay by the employer.” 43 P.S. § 260.2a. Fringe benefits
which are considered wages under the WPCL include “separation, vacation, holiday, or
guaranteed pay; reimbursement for expenses; union dues withheld from the employes' pay by
the employer; and any other amount to be paid pursuant to an agreement to the employe, a
third party or fund for the benefit of employes.” 43 P.S. § 260.2a.
The WPCL only applies to wages the plaintiff had earned prior to termination and
does not apply to wages the plaintiff would have earned had they not been terminated. See Ely
v. Susquehanna Aquacultures, Inc., 130 A.3d 6, 13 (Pa. Super. Ct. 2015); see also Mentecky v.
Chagrin Land, L.P., No. CV 22-206, 2023 WL 5530305, at *6 (W.D. Pa. Aug. 28, 2023).
However, where a plaintiff earned their wages prior to termination, the plaintiff may state a
claim under the WPCL even if the wages were “not payable until a future date” after
termination. Riseman v. Advanta Corp., 39 F. App'x 761, 765 (3d Cir. 2002) (nonprecedential);
see also Mentecky, 2023 WL 5530305, at *6.
While Spudis alleges that Defendants were nonresponsive about the status of his
employment after February 29, 2024, Spudis alleges that Defendants terminated him on
February 29, 2024, and much of his arguments in defense of his breach of contract and FMLA
claims rely on his allegation that he was terminated on February 29, 2024. (Doc. 1-3, at 8-10;
Doc. 7, at 16-21). Therefore, to state a claim under the WPCL, Spudis must allege that
Defendants did not pay him wages he earned before his termination on February 29, 2024.
See Riseman, 39 F. App’x at 765; see also Mentecky, 2023 WL 5530305, at *6. Spudis alleges
that on March 27, 2024, Metro’s human resources informed him that Metro “was terminating
certain of his benefits as President and CEO” but does not allege that Metro did not pay him
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any benefits he earned prior to his February 29, 2024, termination. (Doc. 1-3, at 9). Spudis
also alleges that his employment with Metro entitled him to certain benefits such as housing
costs, car payments, and a golf membership and now argues that these benefits were business
expenditure reimbursements. (Doc. 1-3, at 6; Doc. 7, at 28-30). However, the Court may only
consider allegations in the complaint and the complaint does not allege either that these
benefits constituted business expenditure reimbursements or that Defendants failed to pay any
specific benefits he earned prior to his termination. (Doc. 1-3, at 6, 9, 14); see Marks v. Struble,
347 F. Supp. 2d 136, 148 (D.N.J. 2004) (noting that courts cannot consider allegations raised
for the first time in opposition to a motion to dismiss). Accordingly, Spudis fails to state a
claim for breach of contract because he does not allege that Defendants failed to pay him any
wages he earned prior to termination. See Riseman, 39 F. App'x at 765; see also Mentecky, 2023
WL 5530305, at *6. Defendants motion to dismiss Count III is GRANTED. (Doc. 3).
IV. LEAVE TO AMEND
The Third Circuit has instructed that if a complaint is vulnerable to dismissal for failure
to state a claim, the district court must permit a curative amendment, unless an amendment
would be inequitable or futile. Grayson v. Mayview State Hosp., 293 F.3d 103, 108 (2002).
Further, “[a] district court has ‘substantial leeway in deciding whether to grant leave to
amend.’” In re Avandia Mktg., Sales Practices & Products Liab. Litig., 564 F. App'x 672, 673 (3d
Cir. 2014) (nonprecedential) (quoting Lake v. Arnold, 232 F.3d 360, 373 (3d Cir. 2000)).
Leave to amend a WPCL claim is not futile where a plaintiff could allege more specific
facts regarding what benefits they earned under a contract prior to termination and that the
defendant denied them those earned benefits. See Deron v. SG Printing, Inc., No. 3:11CV1934,
2012 WL 1902577, at *6 (M.D. Pa. May 25, 2012) (dismissing a WPCL claim without
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prejudice); see also Sida v. Pintura Constr. LLC, No. 2:18-CV-00806, 2018 WL 6258604, at *3
(W.D. Pa. Nov. 30, 2018) (same). Spudis has only filed one complaint and could file an
amended complaint alleging what specific benefits Defendants denied him before his
termination. Accordingly, the Court grants Spudis twenty-one days to file an amended
complaint.5
V. CONCLUSION
For the foregoing reasons, Defendants’ motion to dismiss is GRANTED in part and
DENIED in part. (Doc. 3). Defendants’ motion is DENIED regarding Counts I and II.
Defendants motion is GRANTED regarding Count III. Count III is DISMISSED without
prejudice. (Doc. 1-3, at 14). Spudis is GRANTED leave to file an amended complaint curing
the deficiencies outlined herein, within twenty-one days of the date of the accompanying
Order, on or before Thursday, March 5, 2026. Failure to do so may result in dismissal of this
action.
An appropriate Order follows.
BY THE COURT:
Dated: February 25, 2026 s/ Karoline Mehalchick
KAROLINE MEHALCHICK
United States District Judge
5 Defendants also move, in the alternative to dismissal, for a more definitive statement.
(Doc. 3, at 6). Because the Court grants leave to amend, the Court DENIES defendants
motion for a more definitive statement as moot. See Millan-Heffner v. Gemcraft Homes Grp., Inc.,
No. 23-CV-01252, 2024 WL 6968938, at *10 (M.D. Pa. July 15, 2024) (denying a motion for
a more definitive statement as moot where the court granted in part and denied in part a
motion to dismiss and granted leave to amend).
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