1

IN THE UNITED STATES DISTRICT COURT FOR THE 

WESTERN DISTRICT OF PENNSYLVANIA

HARRY D. MARTIN, )

)

Plaintiff, )

)

v. ) No. 1:12-cv-00162 JFC

)

SNAP-TITE, INC., JOHN S. CLARK, )

GEORGE P. CLARK AND GARY L. )

CLARK, )

) 

Defendants. )

)

MEMORANDUM OPINION

CONTI, Chief District Judge

I. Introduction

This case involves breach of contract and unjust enrichment claims brought by plaintiff 

Harry D. Martin (“Martin”) against defendants Snap-tite, Inc. (“Snap-tite”), 1John S. Clark, 

George P. Clark and Gary L. Clark (collectively, the “Clarks”). Martin asserts that he provided 

the Clarks with extensive management consulting services from December 2008 to April 2012 

for which he was never compensated. (ECF No. 7 ¶ 29). 

Pending before the court is the Clarks’ motion for summary judgment pursuant to Rule 

56 of the Federal Rules of Civil Procedure. (ECF No. 31). Upon consideration of the parties’ 

submissions and because there was an express contract for the services provided by Martin, the 

Clarks’ motion will be granted. 

 

1Martin voluntarily dismissed defendant Snap-tite from the lawsuit on May 31, 2013. (ECF No. 12). 

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II. Factual Background and Procedural History2 

Martin was licensed to practice law in Pennsylvania for forty-seven years until retiring at 

the end of 2004. (ECF No. 38-1 ¶ 2). From the early 1960s until his retirement, Martin 

practiced with the law firm of Elderkin, Martin, et al. (the “Elderkin Firm”). (ECF No. 38-1 ¶ 3). 

From his education and years of practice, Martin developed expertise in the fields of corporate 

law, business law, mergers and acquisitions, tax, commercial real estate and other specialties. 

(ECF No. 38-1 ¶ 4). 

Snap-tite is a manufacturing business located in Erie County, Pennsylvania, and at all 

times relevant to the instant action, was privately owned and the majority shareholders were 

members of the Clark family. (ECF No. 38-1 ¶ 5; ECF No. 42 ¶ 2). For several years prior to 

1965, Martin was Snap-tite’s primary legal counsel. (ECF No. 33-1 at 9, 21, Martin Dep. 33-35, 

82-83). In 1965, Martin became a member of Snap-tite’s Board of Directors (the “Board”). 

(ECF No. 42 ¶ 3). Between 1965 and 2004, Martin, through the Elderkin Firm, regularly billed 

Snap-tite for the legal work he performed for Snap-tite and Snap-tite paid those bills. (ECF No. 

42 ¶ 8). During this same time frame, Martin also represented members of the Clark family, 

including the Estate of George Clark. (ECF No. 42 ¶ 5).

In the mid-2000s, the Board formed a long range planning committee (the “Planning 

Committee”), which originally included the three Clark brothers (the inside directors), and Zack 

Savas (“Savas”), David Nevins (“Nevins”) and Martin (the outside directors). (ECF No. 42 ¶¶ 

25-26). Each member of the Planning Committee was also a member of the Board. (ECF No. 

42 ¶ 27). After the death of George Clark, the Clarks decided they wanted to begin considering 

 

2

The factual background is derived from the Combined Concise Statement of Material Facts (ECF No. 42), 

undisputed evidence of record and the disputed evidence of record viewed in the light most favorable to the 

nonmoving party. See Anderson v. Liberty Lobby, Inc., 477 U. S. 242, 255 (1986) (“The evidence of the nonmovant 

is to be believed, and all justifiable inferences are to be drawn in his favor.”). 

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selling Snap-tite. (ECF No. 42 ¶ 24). The purpose of the Planning Committee was to prepare 

Snap-tite for sale, and Martin acknowledged that this committee was created “to sharpen up 

Snap-tite for eventual sale.” (ECF No. 42 ¶ 31). 

In 2008, Snap-tite engaged Schneider Downs to act as a broker in the sale of Snap-tite. 

(ECF No. 42 ¶ 35). Schneider Downs worked on a commission basis, receiving expense 

reimbursement until the ultimate sale of Snap-tite, at which time it would receive an agreed upon 

commission. (ECF No. 42 ¶ 36). Schneider Downs provided many services as broker, including

the preparation of a confidential investment memorandum (“CIM”), contacting potential 

purchasers, creating a “Data Room” that potential purchasers used to conduct necessary due 

diligence, and overall management of the sales and marketing process. (ECF No. 42 ¶ 37). 

Snap-tite also engaged Scott Wornow (“Wornow”) as outside legal counsel to represent it, and 

Wornow participated in drafting a stock purchase agreement for Snap-tite’s use. (ECF No. 42 ¶¶ 

38-39). Following Wornow’s departure from his law firm, Lee Charles (“Charles”) from the 

same law firm, was retained as outside legal counsel. (ECF No. 33-1 at 33, Martin Dep. 129). 

Martin and other members of the Planning Committee were involved in various aspects 

of Snap-tite’s sales effort. (ECF No. 42 ¶ 40). Martin contends, however, that his involvement 

in the sales effort exceeded that of both Savas and Nevins in amount, quality and importance. 

According to Martin, he played a significant role in the selection and decision to engage 

Schneider Downs, Wornow and Charles. (ECF No. 33-1 at 26-27, Martin Dep. 101-02, 105-06; 

ECF No. 38-1 ¶ 24). Martin claims that he provided valuable services complementing the work 

of Schneider Downs, including extensive revisions of the CIM, as well as gathering, organizing 

and presenting financial information about the company. (ECF No. 33-1 at 26, Martin Dep. at 

101-04). Martin further contends that he performed extensive work in revising, editing, and 

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improving the draft stock purchase agreement prepared by Wornow. (ECF No. 33-1 at 33, 

Martin Dep. at 129-30).

Defendant John Clark agrees that Martin was responsible for bringing Wornow in as 

outside legal counsel, and that Martin also interviewed Charles. (ECF No. 33-6 at 2-3, J. Clark 

Dep. 8, 13). He acknowledges that Martin worked on document preparation with Wornow while 

Nevins did not, but indicated that Nevins was copied on all important documents. (ECF No. 33-

6 at 3-4, J. Clark Dep. 14, 17). 

The efforts to sell Snap-tite in 2008 failed due to the economic downturn in the United 

States. (ECF No. 42 ¶ 41). According to the Clarks, between 2008 and 2010 Snap-tite, through 

its Planning Committee, continued to position Snap-tite for sale, and ended up selling its Hose 

Unit. (ECF No. 42 ¶¶ 42-43). Martin claims that his efforts in readying Snap-tite for sale during 

this period exceeded those of the Planning Committee as a whole, and that he provided 

substantial assistance in the pricing of the assets of the Hose Unit, as well as negotiating with the 

buyer and documenting the transaction. (ECF No. 33-1 at 26-27, 30, Martin Dep. at 104-05,

117-20).

In 2010, Snap-tite increased its efforts to once again sell the company. Negotiations 

occurred with United Technologies, a potential buyer, but no sale was consummated. (ECF No. 

42 ¶ 44). Martin contends that he provided significant assistance in dealing with United 

Technologies, including evaluating offers, attending meetings, and developing strategy for the 

sale, and that no other director, except the Clarks, played any significant role in the negotiations 

and analysis. (ECF No. 33-1 at 31-32, Martin Dep. 121-26). 

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Ultimately, Parker Hannifin was identified as a potential buyer of Snap-tite, and it 

purchased Snap-tite in April 2012. (ECF No. 42 ¶ 55). In connection with this sale, Martin 

states that he provided the following services to Snap-tite:

• Negotiations, tax advice, document preparation, and supervision of legal and 

investment banking services for the potential sale of stock to Parker Hannifin

• Extensive advice, support, and direction to counsel retained by the defendants 

to negotiate and complete the Stock Purchase Agreement with Parker

Hannifin

• Reviewing, commenting upon, and revising all transaction documents, 

including the Stock Purchase Agreement ultimately used in the sale to Parker 

Hannifin

(ECF No. 38-1 ¶ 21(e)-(f), (k)). 

Martin was initially paid $500.00 per meeting to compensate him for his service on the 

Board. (ECF No. 41 ¶ 9). Martin’s compensation for serving on the Board increased to a flat fee 

of $32,000 per year, although the parties dispute the date this increase occurred. (ECF No. 42 ¶ 

10). In addition to his Board service fee, Martin received other payments from Snap-tite over the 

years, the nature of which the parties dispute. According to Martin, he received payments from 

Snap-tite for consulting work he performed, above and beyond any services he provided as a 

director. (ECF No. 33-1 at 36-39, Martin Dep. 141-53). Each year between 2005 and 2008, 

Martin would inform one of the Clarks about what he believed to be the amount Snap-tite owed 

him for the work he performed the previous year, the Clarks would agree to this amount, and 

Snap-tite would pay him in the succeeding year. (ECF No. 42 ¶ 15). 

Snap-tite paid Martin an average of $107,625 per year for work performed from 2005 

through November 2008. (ECF No. 42 ¶ 18). This average includes $75,000 that Martin was 

paid in 2009 for work performed during 2008 as part of his specific sales efforts. (ECF No. 43 ¶ 

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10). Specifically, Martin was paid the following amounts according the 1099 Forms provided to 

him by Snap-tite:

2005: $120,833.35

2006: $109,333.35

2007: $93,333.35

2008: $107,000.04

(ECF No. 38-1 ¶ 13). 

It is undisputed that after March 2009, Martin received only $32,000 per year for his 

Board service. (ECF No. 42 ¶ 20). Martin contends that between December 2008 and April 

2012, he spent roughly 2,000 hours working on Snap-tite projects. (ECF No. 38-1 ¶ 22). 

According to Martin, just prior to Thanksgiving of 2011, he informed the Clarks that he believed 

he was owed additional compensation for the services he provided since 2009 in preparing Snaptite for sale. (ECF No. 33-1 at 41, Martin Dep. 163-64). Martin stated that he informed the 

Clarks that he thought he “should be paid some more money” and mentioned a couple of “special 

contributions” that he felt made the deal a “lot better for everybody.” (ECF No. 41 at 41, Martin 

Dep. 164). Martin did not request a specific amount, however, and acknowledged that he “had 

no number in mind at that time.” (ECF No. 33-1 at 42, Martin Dep. at 166). Martin indicated 

that the Clarks did not “say much about it,” other than stating he had done a great job. (ECF No. 

33-1 at 41, Martin Dep. 164). 

In March 2012, Martin sent the Clarks the following letter: 

I believe that I am entitled to a bonus because of my contributions to enhancing 

shareholder value. I have never raised this issue before because it is only now 

that Snap-tite shareholders are actually going to realize value for their shares.

I feel that I have made two major contributions. First, I was a key to Snap-tite 

being able to acquire Autoclave. The sale of Autoclave was “rigged” to limit 

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competition to the offer of the management group. Parker, Shwaglock, and other 

likely prospects, never learned of Autoclave’s sale. I learned of it, alerted your 

father, and got Tom Doolan at National City to issue a letter supporting Snaptite’s ability to finance the purchase. My relations with the Levinson’s, and 

bringing Joe Allison on our team, contributed to Snap-tite’s ability to beat out the 

management group.

Second, I was the one who thought to combine the reduced value of Snap-tite’s 

stock in your father’s estate with the availability of the life insurance case value 

and the on-going premium cost, to put Snap-tite in a position to redeem the 

estate’s stock, and eventually the other stock under the option plan.

Without these two contributions, Snap-tite’s shareholders would be only able to 

realize several thousand dollars per share for their stock rather than the $11,000

per share realized in the sale price and liquidating dividends over the last several 

years.

There were other contributions I made toward the eventual price realization, such 

as insisting on emphasizing Snap-tite’s continued growth from 2008 in the CIM 

executive summary instead of ignoring it, or burying it on page 42, and pressing 

to eliminate the unfunded pension liability as a long term debt, that added millions 

to the eventual price realized.

This leads me to the harder part—putting a dollar amount for my contributions. 

This is awkward for me to press my own advantage while reducing the advantage 

for the Clark family. As you know, I have spent over 50 years advocating and 

planning for the Clark family interest.

I came up with an amount of $300 per share, which results in a substantial reward 

to me in recognition of my contribution to this successful effort, and is on the part 

of the Clark Family and other shareholders, an amount that will not impact them 

substantially considering that the shareholders are receiving approximately 

$11,000 dollars per share.

In the end, I count on your fairness and appreciation of my part in this venture.

(ECF No. 33-9). 

With respect to the Autoclave transaction referred to in Martin’s letter, it is undisputed 

that the acquisition of Autoclave occurred in 1995. (ECF No. 42 ¶ 85). Martin was Snap-tite’s 

counsel in 1995 and represented Snap-tite in that transaction, and the Elderkin Firm was paid for 

the legal work Martin provided as part of that transaction. (ECF No. 42 ¶ 87). Martin was also 

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paid through the Elderkin Firm as the attorney for the Estate of George Clark with respect to the 

stock redemption. (ECF No. 42 ¶¶ 88-89). Martin claims, however, that he was never paid for 

the non-legal business consulting services he provided with respect to those transactions. (ECF 

No. 38-1 ¶¶ 9-10). 

According to the Clarks, at no time did they agree to pay or enter into any contractual 

arrangement whereby they agreed to pay Martin a bonus or other compensation for consulting 

work performed by him between 2009 and 2012. (ECF No. 33-4 ¶ 26; ECF No. 33-5 at 20, G. 

Clark Dep. at 80). The only compensation Snap-tite agreed to pay Martin was $32,000 per year 

for his Board service, which included his work on the Planning Committee. (ECF No. 33-4 ¶¶ 

11-12, 18-19, 23, 26). The Clarks are of the view that Martin did not put forth any more effort 

than any other director with respect to Snap-tite’s sales efforts, and do not believe that Martin did 

anything beyond what he was already being compensated for as a Board member. (ECF No. 33-

5 at 20, G. Clark Dep. 77-78). 

The Clarks contend that Nevins was considerably more involved than Martin in readying 

Snap-tite for sale. (ECF No. 40-1 ¶ 13). According to the Clarks, Nevins led the due diligence 

with the Irish auditors and assisted the environmental experts who traveled to Ireland. (ECF No. 

40-1 ¶ 11). Charles indicated that Nevins provided valuable insight involving Snap-tite’s Irish 

subsidiary and attended a meeting in Erie while Martin did not. (ECF No. 40-2 ¶¶ 5, 8-9). 

The Clarks assert that any non-Board service payments Martin received from Snap-tite 

between 2005 and 2008 were either for legal services Martin provided while at the Elderkin 

Firm, or for specific legal work performed for Snap-tite shortly after he retired. (ECF No. 33-4 

¶ 10, ECF No. 33-5 at 17, G. Clark Dep. 67-68). The Clarks maintain that these payments were 

spread out over time pursuant to Martin’s request. (ECF No. 33-5 at 18, G. Clark Dep. 69). 

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With respect to the $75,000 payment made to Martin in early 2009, the Clarks acknowledge that 

it was not for legal services or a Board fee. (ECF No. 33-6 at 8, J. Clark Dep. 35). The Clarks 

state that in late 2008, Martin requested $75,000 for work he had performed during that year as 

part of his specific sales efforts. (ECF No. 43 ¶ 10). The Clarks indicated that “[w]hile [they] 

were under no obligation to do so,” they agreed to make this “one-time payment.” (ECF No. 43 

¶ 10). 

Based upon the preceding events, Martin filed the instant lawsuit on July 19, 2012, 

asserting a breach of an express contract (Count I)3, or, alternatively, a breach of an implied 

contract (Count II), seeking consulting fees in the amount of $1,640,000. (ECF No. 7 ¶¶ 36-47). 

Martin also alternatively asserts an unjust enrichment claim (Count III) measured by the value of 

consulting services rendered by him in the amount of $1,640,000. (ECF No. 7 ¶¶ 48-56). 

Finally, Martin asserts an unjust enrichment claim (Count IV) based on the increase in value of 

Snap-tite’s stock at the time of its sale in the amount of $4,000,000. (ECF No. 7 ¶¶ 57-68). 

Presently pending before the court is the Clarks’ motion for summary judgment. (ECF 

No. 31). A supporting brief, concise statement of material facts, appendices, counter statement 

of material facts, a reply brief and a combined statement of material facts were also filed by the 

parties. (ECF Nos. 32-33, 37-40, 42). Accordingly, the matter is ripe for disposition. 

III. Standard of Review 

Federal Rule of Civil Procedure 56 provides in relevant part:

(a) Motion for Summary Judgment or Partial Summary Judgment. A party 

may move for summary judgment, identifying each claim or defense––or the part 

of each claim or defense––on which summary judgment is sought. The court shall 

grant summary judgment if the movant shows that there is no genuine dispute as 

 

3 Martin concedes that the summary judgment evidence does not establish a written contract and does not object to 

the dismissal of this claim set forth at Count I of his amended complaint. (ECF No. 37 at 4). Accordingly, this 

claim will be dismissed and will not be discussed any further in this memorandum opinion.

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to any material fact and the movant is entitled to judgment as a matter of law. The 

court should state on the record the reasons for granting or denying the motion.

....

(c) Procedures.

(1) Supporting Factual Positions. A party asserting that a fact cannot be or is 

genuinely disputed must support the assertion by:

(A) citing to particular parts of materials in the record, including depositions, 

documents, electronically stored information, affidavits or declarations, 

stipulations (including those made for purposes of the motion only), admissions, 

interrogatory answers, or other materials; or

(B) showing that the materials cited do not establish the absence or presence of a 

genuine dispute, or that an adverse party cannot produce admissible evidence to 

support the fact. 

FED. R. CIV. P. 56(a), (c)(1)(A), (B). The Third Circuit Court of Appeals has stated:

Rule 56 of the Federal Rules of Civil Procedure “mandates the entry of summary 

judgment, after adequate time for discovery and upon motion, against a party who 

fails to make a showing sufficient to establish the existence of an element 

essential to that party’s case, and on which that party will bear the burden of proof 

at trial.

Marten v. Godwin, 499 F.3d 290, 295 (3d Cir. 2007) (quoting Celotex Corp. v. Catrett, 477 

U.S. 317, 322-23 (1986)). 

An issue of material fact is in genuine dispute if the evidence is such that a reasonable 

jury could return a verdict for the nonmoving party. Anderson, 477 U.S. at 248; see Doe v. 

Abington Friends Sch., 480 F.3d 252, 256 (3d Cir. 2007) (“A genuine issue is present when a 

reasonable trier of fact, viewing all of the record evidence, could rationally find in favor of the 

non-moving party in light of his burden of proof.”) (citing Anderson, 477 U.S. at 248; Celotex 

Corp., 477 U.S. at 322-23).

[W]hen the moving party has carried its burden under Rule 56(c), its opponent 

must do more than simply show that there is some metaphysical doubt as to the 

material facts.... Where the record taken as a whole could not lead a rational trier 

of fact to find for the nonmoving party, there is no ‘genuine dispute’ for trial.

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Scott v. Harris, 550 U.S. 372, 380 (2007) (quoting Matsushita Elec. Indus. Co. v. Zenith Radio 

Corp., 475 U.S. 574, 586-87 (1986)). The court must rely on the substantive law to identify 

which facts are material. Abington Friends Sch., 480 F.3d at 256 (citing Anderson, 477 U.S. at 

248).

In deciding a summary judgment motion, a court must view the facts in the light most 

favorable to the nonmoving party, and must draw all reasonable inferences and resolve all doubts

in favor of the nonmoving party. Doe v. Cnty. of Centre, Pa., 242 F.3d 437, 446 (3d Cir. 2001); 

see Woodside v. Sch. Dist of Phila. Bd. of Educ., 248 F.3d 129, 130 (3d Cir. 2001); Heller v. 

Shaw Indus., Inc., 167 F.3d 146, 151 (3d Cir. 1999). A court must not engage in credibility 

determinations at the summary judgment stage. Simpson v. Kay Jewelers, Div. of Sterling, Inc., 

142 F.3d 639, 643 n.3 (3d Cir. 1998).

IV. Discussion

In moving for summary judgment, the Clarks argue that Martin failed to establish an 

implied contract or an unjust enrichment claim. 

A. Implied Contract Claim

Martin claims that an implied contract in fact existed between Snap-tite and him in which 

Snap-tite was obligated to pay him $1,640,000 at the time of Snap-tite’s sale to Parker Hannifin 

for consulting services he provided between December 2008 and April 2012. (ECF No. 7 ¶¶ 41-

47). “The elements necessary to form an implied in fact contract are identical to those required 

for an express agreement.” Brunwasser v. United States, Civil Action No. 07-00385, 2008 WL 

5216253 at *4 (W.D.Pa. Dec. 11, 2008). The elements are: “ʻ(1) the existence of a contract, 

including its essential terms, (2) a breach of duty imposed by the contract[,] and (3) resultant 

damages.ʼ” Ware v. Rodale Press, Inc., 322 F.3d 218, 225 (3d Cir. 2003) (quoting CoreStates 

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Bank, N.A. v. Cutillo, 723 A.2d 1053, 1058 (Pa. Super Ct. 1999)); Sullivan v. Chartwell Inv. 

Partners, 873 A.2d 710, 716 (Pa. Super. Ct. 2005). An implied contract has been described in 

this fashion: 

“ʻA contract, implied in fact, is an actual contract which arises where the parties 

agree upon the obligations to be incurred, but their intention, instead of being 

expressed in words, is inferred from their acts in the light of the surrounding 

circumstances. Cameron v. Eynon, 332 Pa. 529, 3 A.2d 423 (1939).ʼ Home 

Protection Building & Loan Association Case, 143 Pa. Super. 96, 98, 17 A.2d 

755, 756 (1941). An implied contract is an agreement which legitimately can be 

inferred from the intention of the parties as evidenced by the circumstances and 

ʻthe ordinary course of dealing and the common understanding of men.ʼ Hertzog 

v. Hertzog, 29 Pa. 465, 468 (1857).”

Stephan v. Waldron Elec. Heating and Cooling LLC, 100 A.3d 660, 668-69 (Pa. Super. Ct. 

2014)(quoting Martin v. Little, Brown and Co., 450 A.2d 984, 987 (Pa. Super. Ct. 1981)); see 

Baer v. Chase, 392 F.3d 609, 616 (3d Cir. 2004). 

The Clarks argue that summary judgment is appropriate since Martin failed to establish a 

material issue of fact upon which a reasonable jury could conclude that through the parties’

conduct Snap-tite agreed to pay Martin $1,640,000 in consulting fees. The court need not 

inquire into the particulars about whether Martin came forward with sufficient evidence in this 

regard, however, because the Clarks’ final argument is dispositive of Martin’s claim. 

The Clarks argue that the existence of the express contract between the parties for 

Martin’s Board service precludes the existence of an implied contract for the same services. 

Baer, 392 F.3d at 616-17 (citing In re Penn. Cent. Transp. Co., 831 F.2d 1221, 1229-30 (3d Cir.

1987)). As stated by the court in Brunwasser: 

If there is an express contract, there cannot be an implied in fact contract 

that covers the same subject matter. Baer, 392 F.3d at 616-17 (citing In re Penn, 

831 F.2d at 1229-30; and Klebe v. United States, 263 U.S. 188, 191-92, 44 S.Ct. 

58, 68 L.Ed. 244 (1923)); Feldman v. Google, Inc., 513 F.Supp.2d 229, 236 

(E.D.Pa.2007). That is, the theories of express contract and implied in fact 

contract are mutually exclusive. Baer, 392 F.3d at 617. However, the existence 

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of an express contract between the parties does not preclude the existence of an 

implied contract if the implied contract is distinct from the express one. Baer, 

392 F.3d at 617 (citing Atlas Corp. v. United States, 895 F.2d 745, 754-44 

(Fed.Cir.1990)). These two types of contracts may coexist only if the terms are 

different in some form. Baer, 392 F.3d at 617. In other words, the implied 

contract must be entirely unrelated to the express contract. Id. 

Brunwasser, 2008 WL 5216253, at *5 (emphasis added); see Grimm v. Discover Fin. 

Servs., Civil Actions Nos. 08-747, 08-832, 2008 WL 4821695, at *10 (W.D.Pa. Nov. 4, 

2008) (“To be valid, an implied contract must be ‘entirely unrelated to the express 

contract.’”) (quoting Klebe v. United States, 263 U.S. 188, 191-92 (1923)). The critical 

question is whether Martin demonstrated a genuine factual dispute with respect to whether 

the alleged consulting services he provided for Snap-tite were unrelated and distinct from 

his Board service for which he was already compensated. 

It is undisputed that Martin was a member of Snap-tite’s Board and was paid 

$32,000 per year for his services on the Board. It is further undisputed that as part of his 

Board service, Martin was a member of the Planning Committee since the mid-2000s. All 

parties agree the Planning Committee was created solely to address the effort to sell 

Snap-tite. (ECF No. 42 ¶ 31). “The goal of the Long Range Planning Committee was to 

sharpen up Snap-tite for eventual sale.” (ECF No. 42 ¶ 31). Martin agrees that as part of 

his service on the Planning Committee, he engaged in actions aimed at selling Snap-tite. 

(ECF No. 42 at ¶ 33). Martin concedes that his efforts on the Planning Committee were 

an integral part of his Board service: 

Q. ... Service on the Long Range Planning Committee, did that involve 

any additional compensation to – let’s start to you. Were you paid 

anything extra for being on that committee?

A. I don’t think – no. I considered that as part of being on the board.

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Q. And do you know whether David Nevins or Zack Savas were paid 

anything extra?

A. I don’t think they were.

(ECF No. 42 ¶ 34). 

Viewing the evidence in the light most favorable to Martin, it is clear that the 

services he alleges he provided pursuant to an implied contract are unquestionably similar 

to the services he provided as a member of the Snap-tite Board and its Planning 

Committee. For example, Martin states he performed the following duties as a 

consultant:

a. Advising Snap-tite about ways to maximize the value of the company, so 

the Clarks, as majority shareholders, could achieve the highest sale price possible. 

This advice included the financial, management, structural, and operational 

aspects of the company;

b. Negotiations, tax advice, and document preparation for the sale of a Snaptite subsidiary, Snap-tite Hose;

c. Negotiations, tax advice, document preparation, and supervision of legal 

and investment banking services for the potential sale of Snap-tite’s assets to 

United Technologies;

d. Identification of other potential buyers after the unsuccessful negotiations 

with United Technologies; 

e. Negotiations, tax advice, document preparation, and supervision of legal 

and investment banking services for the potential sale of stock to Parker Hannifin;

f. Extensive advice, support, and direction to counsel retained by the 

defendants to negotiate and complete the Stock Purchase Agreement with Parker 

Hannifin;

g. Conducting the search for, and due diligence on, legal services for the 

marketing and sale of the company;

h. Extensive work on the confidential investment memorandum used to 

market the company;

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i. Extensive work on gathering, organizing, and presenting financial 

information about the company necessary for its marketing and sale;

j. Attending meetings with potential purchasers; and

k. Reviewing, commenting upon, and revising all transaction documents, 

including the Stock Purchase Agreement ultimately used in the sale to Parker 

Hannifin.

(ECF No. 38-1 ¶ 21).4 No reasonable jury could find these duties were entirely unrelated 

to or distinct from the actions aimed at selling Snap-tite. 

Both parties dispute the scope or extent of Martin’s work on the Planning Committee in 

preparing Snap-tite for sale. Martin contends that he spent an extensive amount of time over and 

above what Nevins or Savas spent, pointing to time entries in Charles’ bills, which reflect that 

Charles consulted with him on a number of occasions. (ECF No. 38-2). The Clarks, however, 

are of the view that Martin spent no more time on the sale of Snap-tite than any other outside 

director, and claim that Nevins was actually more involved in Snap-tite’s sales efforts than 

Martin. (ECF No. 40-1 ¶¶13-14; ECF No. 44 at 2, J. Clark Dep. 10). This dispute is not 

material, however, since whether Martin provided more extensive services than his colleagues on 

the Board or Planning Committee does not render his service unrelated or distinct. See e.g. Baer, 

392 F. 3d at 618 (“The alleged implied-in-fact contract completely mirrors the acknowledged 

express contract’s subject matter.”); L.P. Consulting Group, Inc. v. United States, 66 Fed. Cl. 

 

4Similarly, the Clarks state that Martin performed the following duties:

a. Participated in strategy discussions via Board meetings, Planning Committee meetings, 

 telephone conferences and emails;

b. Reviewed and revised the CIM;

c. Reviewed the Stock Purchase Agreement;

d. Participated in the telephone interview of Charles with Gary Clark;

e. Located and secured the services of Wornow;

f. Worked with Wornow on some documents relating to the sale of Snap-tite; and

g. Interviewed and had input into the retention of Schneider Downs.

(ECF No. 33-6 at 3, J. Clark Dep. 13-17; ECF No. 44 at 2, J. Clark Dep. 9-12; ECF No. 33-4 ¶¶ 11-12, 18-

19, 23). 

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238, 242 (2005) (rejecting claim that alleged implied contract work orders that involved specific 

work within the general description of work performed did not involve a different subject matter, 

noting that “[t]o rule otherwise would be to eviscerate the principle that an implied-in-fact 

contract must be ‘entirely unrelated’ to an express contract[.]”); ITT Fed. Support Servs., Inc. v. 

United States, 531 F.2d 522, 528 n.12 (Cl. Ct. 976) (“The implied contract, if it is to be valid, 

must be entirely unrelated to the express contract.”). Plaintiff’s claim that he is entitled to more 

compensation does not transform the express contract into an implied contract unrelated to his 

Board service. See e.g. Atlas Corp. v. United States, 895 F.2d 745, 755 (Fed. Cir. 1990) (holding 

that where express contract’s price was set, there can be no implied agreement to pay over and 

above those prices since costs were not “entirely unrelated” to the costs included in the contract 

prices). 

In sum, Martin did not point to any facts from which a reasonable jury could conclude 

that the services he provided Snap-tite in readying the company for sale were in any way 

unrelated to his duties as a Board member or as a member of the Planning Committee.5 

Accordingly, summary judgment will be granted in the Clarks’ favor with respect to Count II of 

Martin’s amended complaint. 

B. Unjust Enrichment Claims

Martin alternatively asserts claims for unjust enrichment. He seeks $1,640,000 for the 

consulting services he allegedly provided Snap-tite between December 2008 and 2013. He 

further seeks $4 million for services he provided that allegedly increased the amount realized by 

 

5 Martin finds it significant that he was paid more than $32,000 between 2005 and 2008. Martin did not, however,

plead or argue that the express contract for his Board service was modified or amended such that a different contract 

for his Board services came into being. Martin insists that there are two separate contracts at issue: one for his 

Board service for which he was paid $32,000 per year and one for his consulting services for which he has not been 

paid since 2009. Thus, while Martin was paid more than $32,000 for some years does not advance his implied 

contract claim. 

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Snap-tite’s shareholders upon the stock sale to Parker Hannifin. In order to prevail on his unjust 

enrichment claims, Martin must demonstrate the following elements: (1) a benefit conferred on 

the defendant by the plaintiff; (2) appreciation of such benefit by the defendant; and (3) 

acceptance and retention of such benefit under circumstances such that it would be inequitable 

for the defendant to retain the benefit without payment to the plaintiff. EBC, Inc. v. Clark Bldg. 

Systems, Inc., 618 F.3d 253, 273 (3d Cir. 2010) (applying Pennsylvania law); AmeriPro Search, 

Inc. v. Fleming Steel Co., 787 A.2d 988, 991 (Pa. Super. Ct. 2001). “The most significant 

element of the doctrine is whether the enrichment of the defendant is unjust; the doctrine does 

not apply simply because the defendant may have benefited as a result of the actions of the 

plaintiff.” Id. Instead, “ʻa claimant must show that the party against whom recovery is sought 

either wrongfully secured or passively received a benefit that ... would be unconscionable for her 

to retain.ʼ” Sovereign Bank v. BJ’s Wholesale Club, Inc., 533 F.3d 162, 180 (3d Cir. 2008) 

(quoting Torchia v. Torchia, 499 A.2d 581, 582 (Pa. Super. Ct. 1985)). A claim of unjust 

enrichment does not apply, however, where an express contract exists. Premier Payments 

Online, Inc. v. Payment Systems Worldwide, 848 F. Supp. 2d 513, 527 (E.D.Pa. 2012) (citing 

Hershey Foods Corp. v. Ralph Chapek, Inc., 828 F.2d 989, 999 (3d Cir. 1987)); see Lackner v. 

Glosser, 892 A.2d 21, 34 (Pa. Super. Ct. 2006) (“By its nature, the doctrine of quasicontract, or 

unjust enrichment, is inapplicable where a written or express contract exists.”).

Martin’s contention that he is entitled, under an unjust enrichment theory, to payment for 

services performed in connection with readying Snap-tite for sale, as well as the increased value 

of Snap-tite’s stock at the time of the sale, is unavailing. As discussed in connection with 

Martin’s implied contract claim, it is undisputed that he was paid $32,000 per year for his Board 

service pursuant to an express contract, which encompassed his service on the Planning 

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Committee, whose sole duty was to prepare Snap-tite for sale. It is undisputed that Martin was 

Snap-tite’s counsel in 1995 and represented Snap-tite in connection with the Autoclave 

transaction, and the Elderkin Firm was paid for the legal work Martin provided as part of that 

transaction. Martin was also paid through the Elderkin Firm as the attorney for the Estate of 

George Clark with respect to the stock redemption. (ECF No. 42 ¶¶ 88-89). 

Martin is not entitled to an additional amount in compensation for his alleged consulting 

services or as a bonus for his efforts in increasing the value of Snap-tite stock when it sold to 

Parker Hannifin. Similar arguments were rejected by the courts in Ankerstjerne v. Schlumberger, 

Ltd., 155 F. App’x 48 (3d Cir. 2005), and Kia v. Imaging Sciences Int’l, Inc., 735 F. Supp. 2d 

256 (E.D.Pa. 2010). In Ankerstjerne, the plaintiff was employed by the defendant and was paid 

performance-based bonuses in 2001 pursuant to a written contract that expired on December 31, 

2001. Id. at 49. A replacement bonus plan was not implemented until October 2002. Id. at 50. 

The plaintiff in Ankerstjerne sought a bonus for work performed by him from January 1, 2002 

through October 2002, arguing that an implied contract existed between the parties covering the 

period between January and October 2002. Id. The Third Circuit Court of Appeals rejected this 

argument, noting that the plain language of the written contract applied only to work performed 

in 2001 and not 2002. Id. 

With respect to the unjust enrichment claim, the plaintiff in Ankerstjerne argued that it 

was unconscionable that his supervisor promised to pay him pursuant to the expired plan, 

induced him to work on projects as a result, and then failed to pay him as promised. Id. at 52. 

The court rejected this argument, noting that the plaintiff was still paid for the work he 

performed in 2002 at his base salary, which was not inconsistent with the bonus plan. Id. In 

affirming the entry of summary judgment, the Third Circuit Court of Appeals agreed with the 

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district court that the “plaintiff has not shown that he provided the defendants with anything 

more than the work he was hired to do.” Id. (citing Herbst v. Gen. Accident Ins., Co., No. Civ. 

A. 97-8085, 1999 WL 820194, at *9 (E.D.Pa. Sept. 30, 1999) (denying claim for unjust 

enrichment where “[p]laintiff has not shown that he did anything more than work to the best of 

his abilities for defendant as he was engaged to do”)).

Similarly, in Kia, the plaintiff was hired at a set salary, but claimed that he was told 

during hiring negotiations that his compensation would be increased when the company became 

more profitable and that he would be compensated on “par” with the company’s owners. Kia, 

735 F. Supp. 2d at 262-63. The company subsequently was sold, and the plaintiff was 

dissatisfied with the bonus he received, believing that he should have shared equally in the 

proceeds received by the five owners from the sale. Id. at 264. The plaintiff in Kia filed a 

lawsuit asserting, inter alia, an unjust enrichment claim seeking damages in an amount equal to 

the increased value of the company’s stock during his employment. Id. at 264-65. In rejecting 

this claim, the court reasoned:

As noted above, a plaintiff cannot recover under an unjust enrichment theory 

where a contract exists between the parties. Thus, Kia’s claim presupposes the 

jury’s rejecting the existence of the alleged oral contract between Kia and ISI 

under which ISI promised him a share of the increased value of the company in 

exchange for his accepting employment. However, in the absence of this 

contract, Kia could have no expectation that he would be provided any of the 

proceeds from the sale of ISI. Indeed, Kia “has not shown that he provided the 

defendants with anything more than the work he was hired to do.” Ankerstjerne, 

2004 WL 1068806, at *7; see also Herbst v. Gen. Accident Ins. Co., No. 97-8085, 

1999 WL 820194, at *9 (E.D.Pa. Sept. 30, 1999). That his work may have 

indirectly contributed to the profits realized by ISI’s owners upon the sale of the 

company does not give Kia a legal right to share in those profits under an impliedin-law contract. We will therefore grant defendants’ motion for summary 

judgment with respect to Count XII of the Amended Complaint.

Kia, 735 F. Supp. 2d at 269-70.

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The court reaches the same result here. In this case all the services Martin provided to 

Snap-tite were in his capacity as a Board member for which he was paid, or in his capacity as an 

attorney with the Elderkin firm for which he was paid through the law firm. Lackner, 892 A.2d 

at 34; Alpart v. Gen. Land Partners, Inc., 574 F. Supp. 2d 491, 507 (E.D.Pa. 2008) (“A plaintiff 

cannot recover for unjust enrichment when an express contract governs the relationship between 

the parties.”). Like the plaintiff in Kia, Martin could have no expectation that he would share in 

the proceeds of the sale absent an express contract encompassing that expectation. Accordingly, 

summary judgment will be granted with respect to Martin’s unjust enrichment claims asserted in 

Counts III and IV of the amended complaint. 

V. Conclusion

Based upon the foregoing reasons, the Clarks’ motion for summary judgment (ECF No. 

31) will be granted. 

An appropriate order will be entered. 

By the court, 

s/ Joy Flowers Conti

Joy Flowers Conti

Chief United States District Judge

Dated: February 27, 2015 

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