Use this button to switch between dark and light mode.

Experience a New Era in Legal Research with Free Access to Lexis+

SodexoMAGIC, LLC v. Drexel Univ.

SodexoMAGIC, LLC v. Drexel Univ.

United States Court of Appeals for the Third Circuit

March 16, 2020, Argued; January 20, 2022, Filed

Nos. 19-1028 & 19-1107

Opinion

 [*197]  OPINION OF THE COURT

PHIPPS, Circuit Judge.

TABLE OF CONTENTS

I. Introduction

II. Factual Background

A. The Competition to Provide Food Services at Drexel

University

B. Negotiation of the Management Agreement

C. The Short Unhappy Life of the Management Agreement

III. Procedural History and Jurisdictional Analysis

A. The Parties' Claims and Counterclaims

B. The District Court's Jurisdiction over the Dispute

C. The District Court's Resolution of All Claims and

Counterclaims

D. Appellate Jurisdiction

IV. Discussion

A. The Parties' Competing Fraudulent Inducement

Claims Have Different Fates: SodexoMAGIC's

Claim Survives; Drexel's Counterclaim Does Not

1. Common-Law Fraud Claims in Pennsylvania

2. SodexoMAGIC's Fraudulent Inducement Claim

for Compensatory Damages Survives [**2]  Summary

Judgment

a. SodexoMAGIC Presents Sufficient Evidence of

a Misrepresentation as Well as Concealment

b. The District Court Did Not Abuse Its Discretion in

Denying Drexel's Motion to Strike Declarations

by Three SodexoMAGIC Witnesses

c. Drexel's Remaining Counterarguments for

Upholding Summary Judgment in Its Favor

Also Fail

Also Fail 3. The Parol Evidence Rule Does Not Bar Sodexo-

MAGIC's Claim for Fraudulent Inducement

a. Integration Clauses, the Parol Evidence Rule,

and Fraudulent Inducement Claims Under

Pennsylvania Law

b. The Management Agreement Lacks Fraud-

Insulating Provisions, so the Parol Evidence Rule

Does Not Preclude SodexoMAGIC's Fraudulent

Inducement Claim

4. Pennsylvania's Gist of the Action Doctrine

Does Not Bar SodexoMAGIC's Fraud Claim

5. Drexel's Fraudulent-Inducement Counterclaim

Fails

B. SodexoMAGIC's Breach-of-Contract Claim for

Failure to Renegotiate in Good Faith Survives

Summary Judgment

Read The Full CaseNot a Lexis Advance subscriber? Try it out for free.

Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.

24 F.4th 183 *; 2022 U.S. App. LEXIS 1617 **

SODEXOMAGIC, LLC v. DREXEL UNIVERSITY, SodexoMAGIC, LLC, Appellant in No. 19-1028, Drexel University, Appellant in No. 19-1107

Prior History:  [**1] On Appeal from the United States District Court for the Eastern District of Pennsylvania. (D.C. No. 2:16-cv-05144). District Judge: Honorable Michael M. Baylson.

SodexoMAGIC, LLC v. Drexel Univ., 333 F. Supp. 3d 426, 2018 U.S. Dist. LEXIS 129611, 2018 WL 3659241 (E.D. Pa., Aug. 2, 2018)

CORE TERMS

good faith, parties, promise, renegotiate, fraud claim, negotiation, parol evidence rule, fraudulent inducement, student enrollment, district court, misrepresentation, summary judgment, enrollment, counterclaim, representations, projections, first-year, dining, terms, concealment, unjust enrichment, contracts, Semester, declarations, terminate, integrated, Survives, gist, notice, vice president

Civil Procedure, Appeals, Standards of Review, Abuse of Discretion, Summary Judgment, Appellate Review, Standards of Review, De Novo Review, Responses, Defenses, Demurrers & Objections, Motions to Strike, Jurisdiction, Diversity Jurisdiction, Amount in Controversy, Citizenship, Citizenship, Business Entities, Entitlement as Matter of Law, Appropriateness, Judgments, Entitlement as Matter of Law, Burdens of Proof, Scintilla Rule, Genuine Disputes, Burdens of Proof, Federal & State Interrelationships, Choice of Law, Forum & Place, Preliminary Considerations, Choice of Law, Governments, Courts, Judicial Precedent, Diversity Jurisdiction, Evidence, Clear & Convincing Proof, Torts, Fraud & Misrepresentation, Actual Fraud, Elements, Remedies, Remedies, Damages, Punitive Damages, Types of Damages, Punitive Damages, Aggravating Circumstances, Constructive Fraud, Contracts Law, Affirmative Defenses, Intentional Fraud, Methods of Discovery, Depositions, Oral Depositions, Types of Evidence, Documentary Evidence, Affidavits, Supporting Materials, Discovery, Depositions, Election of Remedies, Defenses, Fraud & Misrepresentation, Business & Corporate Compliance, Contracts Law, Contract Conditions & Provisions, Integration Clauses, Admissibility, Statements as Evidence, Parol Evidence, Material Misrepresentations, Breach, Breach of Contract Actions, Elements of Contract Claims, Negligence, Elements, Breach of Duty, Legislation, Statute of Limitations, Time Limitations, Defenses, Tolling, Tolling, Discovery Rule, Tolling of Statute of Limitations, Fraudulent Concealment, Equitable Estoppel, Wage & Hour Laws, Scope & Definitions, Minimum Wage, Public Policy Violations, Types of Contracts, Oral Agreements, Statute of Frauds, Requirements, Writings, Contract Interpretation, Contract Formation, Offers, Definite Terms, Business Torts, Bad Faith Breach of Contract, Contract Interpretation, Good Faith & Fair Dealing, Contract Formation, Consideration, Acceptance, Apparent Acceptance, Overt Acts, Express Contracts, Equitable Relief, Quantum Meruit, Equity, Relief