UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

HONORABLE JOSEPH E. IRENAS

CIVIL ACTION NO. 11-3897

(JEI/KMW)

OPINION

APPEARANCES:

MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP

Mark A. Rosen, Esq.

1300 Mount Kemble Avenue

PO Box 2075

Morristown, NJ 07962

Counsel for Plaintiff

DILWORTH PAXSON LLP

Erin Galbally, Esq.

James J. Rodgers, Esq.

1500 Market Street, Suite 3500E

Philadelphia, PA 19102

Counsel for Defendants

IRENAS, Senior District Judge:

This tortious interference suit comes before the Court on 

Defendants Ameriquest Transportation Services (“AMQST”) and 

Brown NationaLease’s (“BNL”) motion for summary judgment.1 (Dkt. 

1 The Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332 

because the parties are completely diverse.

Defendants had moved for sanctions against Plaintiff and Plaintiff’s 

counsel in conjunction with the instant motion, (Dkt. No. 43), however 

PETER VROOM,

Plaintiff,

v.

AMERIQUEST TRANSPORTATION 

SERVICES and BROWN 

NATIONALEASE,

Defendants.

1

 
No. 38) Plaintiff Peter Vroom was dismissed by his former 

employer, Truck Renting and Leasing Association (“TRALA”), and 

alleges that Defendants’ executives conspired to, and succeeded 

in, wrongfully bringing about his dismissal. Defendants argue 

summary judgment is necessary because Plaintiff has failed to 

produce any evidence of unlawful conduct. For the reasons 

outlined below, the Court will grant Defendants’ motion.

I.

From November 2001 until July 8, 2009, Plaintiff served as 

President and Chief Executive Officer of TRALA, a national 

nonprofit trade association providing legislative advocacy to 

the truck renting and leasing industry. The association is 

dependent upon membership dues and sponsorship revenue to 

support its activities. (Vroom Aff. ¶ 11)

Defendant AMQST is a for-profit corporation providing fleet 

management services to independent truck companies. (Defs.’ 

Stmts ¶ 8; Pl.’s Stmts ¶ 8)2 AMQST is itself a member of TRALA, 

and Doug Clark (“Clark”), its Chief Executive Officer, 

previously served on the Board of Directors of TRALA. (Pl.’s 

Stmts ¶ 9)

withdrew the motion at oral argument. See Transcript of January 17, 2014 

Hearing.

2 The Court refers to each side’s statements of material facts with the 

abbreviated reference of “Defs.’ Stmts” and “Pl.’s Stmts.”

2

 
In December 2006, AMQST acquired NationaLease Purchasing 

Corporation (“NPC”), a for-profit corporation that operates the 

equipment purchasing program for National Truck Leasing 

Association (“NTLA” or “NationaLease”), a nonprofit trade 

association comprised of independent truck lessors operating 

throughout North America. (Vroom Aff. ¶ 3) Up until one month 

prior to Vroom’s dismissal, NTLA was itself a member of TRALA. 

(Ford Aff. ¶ 15)

NTLA members purchase truck parts and supplies from NPC, 

use the NationaLease trademark in advertising, and receive 

roadside assistance from fellow member companies.3 (Defs.’ Stmts

¶ 15) NTLA members comprise an important subset of TRALA’s 

membership.

Defendant BNL is an independent truck leasing company and a 

member of NTLA. (Defs.’ Stmts ¶¶ 12, 13) Thomas Brown 

(“Brown”) is the President of BNL, serves as Chairman of the 

Board of Directors for NTLA, and, like Clark, was formerly a 

member of TRALA’s Board of Directors. (Defs.’ Stmts ¶ 17)

As part of AMQST’s purchase of NPC, AMQST and NTLA entered 

into a management agreement in which AMQST assumed complete 

operational control of NTLA. (Defs.’ Stmts ¶ 14; Opp’n Br. at 

3 Membership in NTLA is one way in which independent truck lessors are able to 

compete with the nationwide brands such as Ryder and Penske that dominate the 

market. (Opp’n Br., Ex. 18 (Jonathan S. Reiskin, AmeriQuest to Merge with 

NationaLease, Transport Topcis, Oct. 16, 2006 at 65.))

3

 
4; Pl.’s Stmts ¶ 8) Although NPC and NTLA do not have a direct 

corporate relationship, “most of the NTLA member companies were 

shareholders of NPC.” (Opp’n Br. at 4)

Following the merger, AMQST began using NTLA to compete 

with TRALA, a development Vroom believed created a conflict of 

interest for Clark and Brown, as both were Directors of TRALA 

and held leadership positions with AMQST/NTLA. (Vroom Aff. ¶¶ 

31-32) His concern intensified when AMQST began holding NTLA 

conferences at times that conflicted with TRALA’s, thereby 

diverting TRALA revenue.4 (Vroom Aff. ¶¶ 22-26) 

In an attempt to resolve the parties’ concerns, TRALA held 

a meeting in February 2009 in Orlando, Florida with Vroom, 

Brown, and several NTLA representatives. (Defs.’ Stmts ¶ 26) 

Vroom addressed his conflict of interest concerns and suggested

that NTLA change its leadership—a suggestion quickly rebuffed. 

(Defs.’ Stmts. ¶ 30) Vroom subsequently launched into an 

expletive-laden tirade, for which he apologized the following 

day. (Defs.’ Stmts ¶¶ 32-33) TRALA’s counsel circulated a 

memorandum following the meeting restating Vroom’s concerns. 

(Opp’n Br., Ex. 24)5

4 Vroom also began receiving reports from industry suppliers that AMQST was 

pressuring them to transfer their financial support from TRALA to NTLA and/or 

AMQST. (Vroom Aff. ¶ 28) 5 TRALA’s counsel, Richard P. Schweitzer, Esq., wrote: 

[I]t is my opinion that NTLS has business interests that are in 

direct competition with many of TRALA’s core activities, and NTLS’s 

pursuit of its interests has generated and is likely to continue 

4

 
Following the meeting, Clark spoke with other AMQST Board 

Members about seeking Vroom’s dismissal. (Vroom Aff. ¶ 42; Riha 

Aff. ¶¶ 29-30) Clark proposed informing the Chairman of TRALA 

that AMQST would leave TRALA if Vroom was not dismissed. (Id.)

On March 5, 2009, NTLA circulated a memorandum to its 

members stating the NTLA Board of Directors had voted to resign 

from TRALA effective March 31, 2009. (Defs.’ Stmts ¶ 38) The 

memorandum did not reference Vroom, although it did state the

resignation was due to a “controversy” the parties were unable 

to rectify. (Id.)

On March 9, 2009, TRALA’s counsel disseminated a response, 

stating TRALA “remain[s] very concerned about the impact on 

TRALA . . . by certain AMQST/NTL[A] representatives.” (Opp’n 

Br., Ex. 47)

On March 25, 2009, representatives of NTLA met with TRALA’s 

Board of Directors at the Dallas-Fort Worth Airport to again 

address the situation. (Defs.’ Stmts ¶ 46) During the meeting, 

representatives of NTLA, including Clark and Brown, “explained 

the concerns they had with Vroom’s performance . . . [and] 

explained that NTL[A] intended to resign from TRALA if it 

generating substantial competitive harm to TRALA. Thus, any member 

of TRALA’s Board of Directors who also serves as an officer or 

director of NTLS or its owner or affiliates would appear to have a 

conflict of interest that should be addressed by revising TRALA’s 

Board policies.

(Opp’n Br., Ex. 24)

5

 
continued to employ Vroom.” (Vroom Aff. ¶ 52) NTLA agreed to 

extend its membership on a monthly basis. (Defs.’ Stmts ¶¶ 42, 

43)

With Vroom’s dismissal not forthcoming, NTLA resigned from 

TRALA effective June 1, 2009. (Defs.’ Stmts ¶ 48)

Between June 15 and June 30, 2009, Clark and others asked 

staff members to make phone calls to each of the NTLA members to 

convince them not to remain in TRALA as independent members in 

light of NTLA’s resignation. (Riha Aff. ¶ 29)

Vroom was terminated July 8, 2009. (Defs.’ Stmts ¶ 51) At 

the time, neither AMQST, BNL, nor NTLA were affiliated with 

TRALA. (Defs.’ Stmts ¶ 51)

Soon after his dismissal, Plaintiff commenced a bevy of 

actions against several different defendants before the American 

Arbitration Association, Virginia state court, and the District 

of New Jersey.6

6 Plaintiff first filed an arbitration against TRALA before the American 

Arbitration Association (“AAA”), alleging breach of contract and wrongful 

termination. (Defs.’ Stmts. ¶ 62) Plaintiff then sued Brown and Clark in 

Virginia State Court, alleging that the two conspired to tortiously interfere 

with his employment and defame him. (Defs.’ Stmts ¶ 63)

The court dismissed the action, holding that Vroom was required to 

arbitrate those claims with the ongoing AAA arbitration because TRALA was an 

indispensable party. (Id. ¶ 64) After his motion for reconsideration was 

denied, Plaintiff filed a second arbitration against Brown and Clark, and 

added the instant corporate defendants, BNL and AMQST. (Defs.’ Stmts ¶ 65)

The corporations moved to dismiss the newly filed arbitration on the 

grounds they were not parties to a contract requiring arbitration nor 

defendants in the dismissed Virginia state court action. (Defs.’ Stmts ¶ 68) 

Vroom consented to the dismissal and consequently filed his initial complaint 

in the instant action. (Dkt. No. 1)

6

 
Plaintiff filed the instant Amended Complaint August 30, 

2011, (Dkt. No. 3), and Defendants moved to dismiss December 29, 

2011. (Dkt. No. 12) Defendants’ motion pursuant to Fed. R. 

Civ. P. 12(b)(6) on res judicata grounds was denied with 

prejudice. (Dkt. No. 18) Defendants’ motions to dismiss under 

Rules 12(b)(2) and 12(b)(3) were denied without prejudice. 

(Id.)

During discovery, Vroom sought “written discovery” but did 

not notice any depositions. (Br. for Sanctions at 8) After the 

close of discovery, Defendants brought the instant motion.

II.

Summary judgment is proper if “the movant shows that there 

is no genuine dispute as to any material fact and the movant is 

entitled to judgment as a matter of law.” Fed. R. Civ. P. 

56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322 

(1986). In deciding a motion for summary judgment, the Court 

must construe the facts and inferences in a light most favorable 

AAA consolidated Vroom’s claims against TRALA, Brown, and Clark, on 

August 30, 2011. (Defs.’ Stmts ¶ 71) With the instant action pending, Vroom 

moved to dismiss the arbitral claims without prejudice. (Defs.’ Stmts ¶ 74) 

Arbitrator M. Bruce Wallinger denied the motion. (Nov. 22, 2011 Wallinger 

Order at 3-4) Wallinger directed Vroom to dismiss Clark and Brown from the 

arbitration with prejudice or present his tortious interference claim in 

arbitration. (Defs.’ Stmts ¶ 76) Vroom consequently moved to dismiss with 

prejudice all claims against Clark and Brown on December 14, 2011, and the 

individuals were dismissed the next day. (Defs.’ Stmts ¶ 78)

To the Court’s knowledge, Vroom has not been successful on a single 

action.

7

 
to the non-moving party. Pollock v. Am. Tel. & Tel. Long Lines, 

794 F.2d 860, 864 (3d Cir. 1986). 

“‘With respect to an issue on which the non-moving party 

bears the burden of proof, the burden on the moving party may be 

discharged by ‘showing’ – that is, pointing out to the district 

court – that there is an absence of evidence to support the 

nonmoving party’s case.’” Conoshenti v. Public Serv. Elec. & 

Gas, 364 F.3d 135, 145-46 (3d Cir. 2004) (quoting Celotex, 477 

U.S. at 323). The role of the Court is not “to weigh the 

evidence and determine the truth of the matter, but to determine 

whether there is a genuine issue for trial.” Anderson v. 

Liberty Lobby, Inc., 477 U.S. 242, 249 (1986). “Only disputes 

over facts that might affect the outcome of the suit under the 

governing law will properly preclude the entry of summary 

judgment.” Id. at 249.

III.

To prevail on a claim for tortious interference with an 

existing contractual relationship, a plaintiff must prove: (1) 

an existing contractual relationship; (2) defendants’ knowledge 

of both the existing contractual relationship and plaintiff’s 

reasonable expectation of economic benefit; (3) intentional 

interference; (4) the malicious nature of the intentional 

interference; and (5) actual damages resulting from the 

8
interference. Printing Mart-Morristown v. Sharp Electronics 

Corp., 563 A.2d 31, 37 (1989).7

Defendants argue that Vroom has failed to produce any 

evidence probative of malicious interference. The Court agrees.

Plaintiff contests that Defendants interfered by “us[ing]

economic threats” consisting of “withdrawal and cessation of 

significant financial benefits” to “try and influence TRALA 

members to terminate plaintiff.” (Opp’n Br. at 12) Plaintiff 

adds that such threats, combined with Defendants’ competition 

with TRALA through NTLA, renders their conduct unlawful.

Yet Plaintiff cites no legal authority to support his 

conclusion of unlawfulness, and the vast weight of New Jersey 

precedent requires holding otherwise.

When determining whether a defendant’s interference was 

sufficiently wrongful, New Jersey courts look to both the 

subjective intent of the alleged tortfeasor and the means 

utilized. Lamorte Burns & Co., Inc. v. Walters, 167 N.J. 285, 

306-07 (2001). The conduct, taken as a whole, must be both 

“injurious and transgressive of generally accepted standards of 

common morality or of law.” Harper-Lawrence Inc., v. United 

Merchants and Mfrs., Inc., 261 N.J.Super. 554, 568 (App. Div. 

7 The parties agree that there is no “discernable material difference” between 

the laws of New Jersey and Virginia and that New Jersey law should apply. 

(Br. at 18, n. 79; Opp’n Br. at 10, n. 2)

9

 
1993); Lamorte Burns & Co., 167 N.J. at 306 (“Often it is stated 

that the relevant inquiry is whether the conduct was sanctioned 

by the ‘rules of the game,’ for where a plaintiff’s loss of 

business is merely the incident of healthy competition, there is

no compensable tort injury.”) “[I]n tortious interference cases 

involving parties in direct competition in the same market, the 

line [of illegality] must be drawn where one competitor 

interferes with another’s economic advantage through conduct 

which is fraudulent, dishonest, or illegal.” Ideal Dairy Farms, 

Inc. v. Farmland Dairy Farms, Inc., 282 N.J.Super. 140, 205 

(App. Div. 1995).

Nothing in the instant record is probative of such wrongful 

conduct.

Rather, the record indicates that Defendants were important 

members of TRALA who were disturbed by Vroom’s interference in 

AMQST and NTLA operations. Leveraging their influence within 

the association, they sought and advocated for a change in TRALA 

leadership, threatening to leave if a change was not made. When 

such change was not forthcoming, they resigned. Their “economic 

threats” consisted of withholding their own dues, a threat they 

were well within their rights to make.

Such conduct simply does not transgress “generally accepted 

standards of common morality or of law.” Harper-Lawrence Inc., 

261 N.J.Super. at 568; cf. Zippertubing Co. v. Telflex Inc., 757 

10
F.2d 1401 (3d Cir. 1985) (finding tortious interference where 

defendants misappropriated information of a nearly completed 

transaction for their own benefit and to the exclusion of 

plaintiff).

Even if the Court were to assume that Defendants succeeded 

in bringing about Vroom’s dismissal by a nefarious abuse of 

Clark and Brown’s positions with TRALA, an assumption 

unsupported by Plaintiff’s evidence, the record indicates that 

the two had resigned from TRALA prior to Vroom’s dismissal. 

(Defs.’ Stmts ¶ 51; Pl.’s Stmts ¶ 518) Consequently, it is clear 

that the cause of Vroom’s dismissal was TRALA’s desire to 

appease AMQST and NTLA, not the breach of Clark and Brown’s 

fiduciary duties.

In sum, Defendants voiced their displeasure with Vroom, 

sought his dismissal, and exited TRALA when his dismissal was 

not forthcoming. See generally A.O. Hirschman, Exit, Voice, and 

Loyalty (1970). This is conduct the law clearly allows. 

8 In his response to Statement ¶ 51, Plaintiff wrongfully attempts to use a 

filing of Clark and Brown’s in the Virginia state court action as an

affirmative admission of liability—an attempt the Court rejects.

As noted supra, Clark and Brown successfully moved to dismiss Vroom’s 

Virginia state court action. (See Opp’n Br., Ex. 3) As is required at the 

motion to dismiss stage, Clark and Brown’s moving brief therein recited the 

facts alleged by Plaintiff in his complaint. (Id. at 2-3) In his opposition 

brief to the instant motion, Vroom cited this recitation as evidence of 

unlawfulness. (Pl.’s Responses ¶ 51 (“[I]n papers submitted in Alexandria, 

Virginia Circuit Court, Clark and Brown affirmatively stated that they 

participated in ending Vroom’s employment with TRALA.” Statement of Facts, 

pages 2-3) The Court rejects Plaintiff’s efforts to both misstate 

Defendants’ writings and deceive the Court.

11

 
Accordingly, Defendants’ summary judgment motion will be

granted.9

IV.

For the reasons stated above, Defendants’ motion for 

summary judgment will be granted. An appropriate order 

accompanies this opinion.

Date: January _23_, 2014

 __/s/ Joseph E. Irenas____________

 Hon. Joseph E. Irenas

 Senior United States District Judge

9 Because Plaintiff’s substantive cause of action is dismissed, the ancillary 

claim of conspiracy is also dismissed. Sandone v. Diana, 2012 WL 5869580, *3 

(N.J.Super.A.D. Nov. 21, 2012) (affirming the Law Division’s dismissal of 

civil conspiracy because “there [wa]s no independent cause of action against” 

defendants).

12