NOT PRECEDENTIAL UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

_____________

No. 12

- 1214

_____________ LOUIS SPANO, Appellant

v. JP MORGAN CHASE BANK, NA, Appellee

_______________ On Appeal from the United States D istrict Court for the District of New Jersey (D.C. No. 2

- 0 9

- cv
- 0 4055 ) District Judge: Hon. Dennis M. Cavanaugh

_______________ Submitted Under Third Circuit LAR 34.1(a) March 5 , 2013
Before: SCIRICA, JORDAN , and ROTH, Circuit Judges

. (Filed : March 13, 2013 )

_______________ OPINION OF THE COURT

_______________ JORDAN, Circuit Judge

. Louis Spano appeals an order of the United States District Court for the District of New Jersey granting summary judgment in favor of JP Morgan Chase Bank , N.A. ( “ Chas e ”) on his claims of wrongful discharge, breach of contract, unjust enrichment,2 interference with economic advantage , and trade libel . Spano c ontends that the District
Court erred in applying the summary judgment standard and ignored numerous issues of
material fact

. For the following reasons, we will affirm

. I. Background Spano is a citizen of New Jersey and has worked as a residential mortgage loan
officer at several financial institutions there , including Columbia Federal Savings Mortgage Company ( “CFS”) and Wells Fargo Home Mortgage

. Chase is a national bank
with its main office in Ohio and licensed to do business in New Jersey , where it provides
various financial services that include underwriting, originating, and servicing
commercial and reside ntial mortgages. Chase hired Spano in May 2006. While at CFS, Spano established a relati onship with Metro Homes (“Metro”) , a real estate developer in New Jersey. Metro treated Spano as its “ recommended lender, ”
refer r ing all of its customers to him for mortgage financing. (App. at 453

- 54 .) Spano
maintained h is relationship with Metro when he subsequently went to work for Wells Fargo. In early 2006, Chase offered Spano a position as a loan officer. Spano accepted
the offer in March of that year , an d his employment began on May 8. His employment was governed by Chase’s “ Compensat ion Plan and Pol icy Statement ” and its “Terms of Agreement

– Retail Loan Officer ” (together the “Compensation Plan”). The Compensation Plan provided that Spano’s employment was “at

- will” and that “ [ n ] othing
contained in [ the ] Plan is intended to create a contract of employment or alter the at

- will
nature of [ his ] employment.” (App. at 1 46

- 47.) On March 14, 2006, Chase and Spano3 signed an a greement setting forth his individ ual compensation package ( the “ March Agreement ” ) , which provided for a month ly “ draw ” against his commission s with “additional compensation” contingent upon him reaching certain loan volumes. However, the March Agreement omitted the start and end date s fo r the month ly draw. On May 3, 2006, the parties therefore signed a revised a greement ( the “ May Agreement ” ) , which established that he would receive the monthly draw for the twelve
months from May 8, 2006 , to May 8, 2007. 1
As Spano was joining Chase, Met ro was seeking to terminate its relationship with Wells Fargo and to establish a relationship with a new bank. It began discussion s with Chase concerning the creation of a joint venture mortgage company in which each wou ld own half of the company, would s hare the costs of operations , and would split
commission s
. I n or about January 2008 , Chase began to receive complaints about Spano’s sales practices and customer service from individual home buyers , from real estate agents , and
from others who had worked with Spano . At some point, Metro asked that he be
removed from its account

. Spano’s immediate supervisor at Chase met with him in February 2008 and discussed the complaints, and Spano agreed to work toward remedying the situation

. However, Chase continu ed to receive complaints abou t him , and Spano’s supervisor issued him a written warning the next month based on, among other things, c omplaints about not returning customer s ’ phone calls and not

1 The May Agreement was subsequently modified to reflect changes in Spano’s compensation, but the at

- will nature of his employment remained unchanged.4 communicating changes in interest rates

. That warning also s tated that the next step in the disciplinary process would be termination. In May 2008, Metro informed Chase of additional problems with Spano

. On the recommendation of the regional manager responsible for the area in which Spano worked, Chase terminated hi s employment that
same month

. Spano filed suit in the Superior Court of New Jersey, Law Division, Bergen County, and, in his July 23 , 2009 Amended Complaint, raised claims of wrongful discharge , breach of contract , unjust enrichment , interference with economic advantage , and trade libel. Chase removed the case to the United States District Court for the District of New Jersey

. Following discovery, the District Court entered an order granting summary judgment in favor of Chase and denying partial summa ry judgment to Spano. Spano then filed this timely appeal.
II. Discussion 2 Spano argues that the District Court misapplied the standard for summary judgment by ignoring n umerous issues of material fact

. Specifically, he contends that

2 The District Court had jurisdiction pursu ant to 28 U.S.C. § 1332 because the amount in controversy exceeds $75,000 and the matter is between citizens of different states. For diversity purposes, Chase is citizen of Ohio because it is a “ national bank ” and its main office, as set forth in its art icles of incorporation, is located in that state. Wachovia Bank v. Schmidt , 546 U.S. 303, 306

- 07 (2006). Spano is a citizen of New Jersey. We have jurisdiction under 28 U.S.C § 1291. “ We exercise plenary review of a district court ’ s grant of summary jud gment ... .” Powell v. Symons , 680 F.3d 301, 306 (3d Cir. 2012). “Summary judgment is appropriate where the Court is satisfied ‘that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.’” Celotex Corp. v. Catrett , 477 U.S. 317, 330 (1986) (quoting Fed. R. Civ. P. 56(c )). A genuine issue of material fact exists only if “the evidence is such that a reasonable jury could return a verdict for the nonmoving party. ” Anderson v. Lobby , Inc. , 4 77 U.S. 242, 248 (1986).5 there is a sufficient b asis in the pleadings, affidavits , and other evidence to make a prima
facie case for each of his cla ims

. He is wrong

. A. Wrongful Discharge Spano says th at there is an issue of material fact as to whether he was properly
terminated

. In New Jersey , employe es ma y be fired “for good re ason, bad reason, or no reason at all under the employment

- at

- will doctrine

. ” Witkowski v. Thomas J. Lipton,
Inc. , 643 A.2d 546 , 552 ( N.J. 1994 ). Here, the Compensation Plan specifically stated that Spano was an at

- will employ ee who could be terminated with o r without cause, and he
himself conceded th at point during his deposition. It is therefore irrelevant whether Chase terminated Spano with or without cause. A ccordingly, the District Court properly granted summary judgment to Chase on the wrongful termination claim.
B. Breach of Contract Spano claims that Chase breached the terms of the May Agreement because it failed to pay him the additional incentive compensation provided for in that agreement. 3

3 Spano also arg ues, as he did in the District C ourt, that the March Agreement, the terms of which he alleges Chase also breached , is th e operative document because he was fraudulently induced int o executing the May Agreement wit h promises of additional compensation in connection with the proposed joint venture between Chase and Metro. That a rgument , however, is based only on inadmissible parol evidence. See Filmlife, Inc. v. Mal “Z” Ena, Inc. , 598 A.2d 1234, 1235 (N.J. Super. C t. 1991) (explaining that “e vidence, whether parol or otherwise, of antecedent understandings and negotiations will not be admitted for the purpose of varying or contradicting the writing” that represents a complet e and accurate integration of a contract ( internal quotation marks omitted)). Spano cannot overcome the parol evidence rule by relying on a fraudulent inducement theory because he has not provided evidence to support that theory. It is well

- established that “the essential elements of a cause of action for a breach of contract[] [are] a valid contract, defective performance by the defendant, and resulting6 damages.” Coyle v. Englander’s , 488 A.2d 1083, 1088 (N.J. Super. Ct. 1985)).

“ [ W ] here the terms of a co ntract are clear and unambiguous [ , ] there is no room for interpretation or constr uction and courts must enforce those terms as written.” Impink ex rel. Baldi v. Reynes , 935 A.2d 808, 812 ( N.J. Super. Ct. 2007) (internal quotation marks omitted)

. Applying those principles, the District Court correctly rejected Spano’s breach of
contract claim . The May Agreement provided that Spano would receive commissions at a higher rate if he originated a specified volume of mortgage loans that closed during the
twelve months following the execution of the agreement. The only evidence that Spano
had met that target was an expert report that did not contain the closing dates of the mortgage loans he originated. Also , Spano’s expert admitted that some of the loans

neces sary to reach the enhanced compensation target closed after the end of the relevant period

. In the absence of any other evidence that Spano was entitled to the additional compensation set forth in the May Agreement , Chase was entitled to summary judgment on Spano ’s breach of contract claim.
C. Unjust Enrichment Spano argues that Chase was unjustly enriched by the value of the Metro account , which he had brought with him when he commenced his employment at Chase. Unjust enrichment is a quasi

- contractual remed y that is imposed “for reasons of justice , ” to prevent “ unconscionable benefit or advantage. ” Borough of W. Caldwell v. Borough of
Caldwell , 138 A.2d 402, 412 (N.J. 1958) (internal quotation marks omitted)

. A claim of unjust enrichme nt will not stand when “an express contract exists concerning the7 identical subject matter.” Suburban Transfer Serv., Inc. v. Beech Holdings, Inc. , 716 F.2d 220, 226

- 27 (3d Cir. 1983). In this case, Spano’s compensation was governed by th e May Agreement, which was still in for ce when he was terminated. That agreement set forth all of the compensation that Spano was entitled to receive for his work with Metro and therefore concerns the “identical subject matter” of his unjust enrichment claim. Consequently, he cannot seek reco very from Chase on a theory of unjust enrichment, and the District Court properly granted summary judgment to Chase on that claim.
D. Interfer ence with Economic Advantage; Trade Li bel Finally, Spano argues that the District Court erred when it concluded t hat Chase
had not interfered with his economic a dvantage by interfering with hi s management of
the Metro account , and had n ot libeled him to that client. A claim of interference with economic advantage requires the plaintiff to make a prima facie showing that (1) he had “some reasonable expectation of economic advantage ,” (2) defendant’s interference was “done intentionally with malice , ” (3) “the interference caused the loss of the prospective gain , ” and but for defendant’s interference,

“ there was a reaso n able proba bility that the victim of the interference would have
received th e anticipated economic benefits, ” and (4) “the injury caused damage.”
Pri nting Mart

- Morristown v. Sharp E lec. Corp. , 563 A.2d 31, 37 ( N.J. 1989) (internal quotation marks omitted)

. At a minimum, Spano has failed to establish the second and
third element s of his tortious interference claim. Nothing in the record suggests that any
of Chase’s actions involving his relation ship with Metro were malicious. Moreover,
there is no evidenc e that Spano would have retained the Metro account but for the actions8 of Chase, given that Metro had specifically asked that he be removed from its account as
a result of customer complaints

. T he District Court thus correctly granted summary judgment to Chase on that claim

. To prove that he has been a victim of trad e libel, a plaintiff must prove, inter alia , that the defendant made a false statement about him to a third party. McLaughlin v. Rosanio, Bailets & Talamo , 751 A.2d 1066, 1071 ( N.J. Super. Ct

. 2000). The only statements to which Spano points in support of this claim are Chase’s communications to
Metro regarding customer complaints. Those were statements of opinion by Spano’s own clients, and he has neither alleged that th ey were Chase’s own statemen ts nor t hat the complaints were false. As a result, Spano has not provided evidence of a required element of his trade libel claim, and the District Court properly granted summary judgment to Chase on that claim as well.
III. Conclusion For the forego ing reasons, we will affirm the District Court ’ s judgment

.