JOHN FULLAM, Senior District Judge
Plaintiff Elliott Frantz, Inc. was a distributor of Ingersoll-Rand products. The relationship between the parties is governed by a group of written agreements entered into in 1994. The defendant has terminated the relationship, hence this lawsuit, in which plaintiff charges breach of contract, breach of the obligation to exercise good faith and fair dealing, and tortious interference with plaintiff's contracts with other firms. The defendant has filed a motion to dismiss, invoking Federal Rule of Civil Procedure 12(b)(6).
The complaint contains allegations adequate to impose liability on any or all of the three counts. Defendant's motion to dismiss is plainly lacking in merit. Whether plaintiff will be able to prove its assertions is, of course, another matter which cannot now be addressed.
On the basis of the pleadings, it appears that significant conflict-of-law issues may, at some point, become significant. Counsel may wish to explore these issues, which should be briefed at some point, either before or during trial. Plaintiff is a Pennsylvania corporation. The territory assigned to plaintiff is in Pennsylvania. The written contracts between the parties specify that their agreements are to be governed by the law of New Jersey. If plaintiff's allegations are substantially true, the termination of the distributorship may well have violated a Pennsylvania statute, the Pennsylvania Fair Dealership Law, 73 P.S. § 205-1 et seq. The facts alleged by plaintiff would also, apparently, establish a violation of the New Jersey Franchise Practices Act, N.J.S.A. 56:10-5, but for the fact that plaintiff does not maintain any place of business in New Jersey.
Plaintiff's complaint does not actually invoke either statute, but some of the arguments in plaintiff's brief seem to rely on the policies underlying them. Counsel may find it necessary to address these issues at some future time.
Defendant's motion to dismiss will be denied, without prejudice to a later motion for summary judgment, if appropriate.
An Order follows.
ORDER
AND NOW, this day of December 2003, upon consideration of defendant's Motion to Dismiss and plaintiff's response, IT IS ORDERED:
Defendant's Motion to Dismiss is DENIED, without prejudice to a later motion for summary judgment, is appropriate.