Boyer v. Snap-On Tools Corp.

The Boyers (plaintiffs) were Pennsylvania residents who owned a tool dealership in Pennsylvania. Pennsylvania residents Kenneth Baldwin and Keith Kaiser were branch and field managers for Snap-On Tools Corporation (Snap-On) (defendants), a Delaware corporation with a principal place of business in Wisconsin. In July 1985, James Boyer entered into a Snap-On dealership agreement after meeting with Baldwin and Kaiser. By January 1988 the Boyers’ dealership proved unprofitable, and Snap-On orally advised Boyer that it was terminating the dealership agreement. Thereafter, Snap-On presented Boyer with a termination agreement, which included a release-of-claims clause. Boyer signed the agreement but later asserted that he was told by Snap-On that if he did not sign, he would not be paid for tools turned in to Snap-On pursuant to the dealership agreement’s terms. In December 1988, the Boyers filed an action against Snap-On, Baldwin, and Kaiser in Pennsylvania state court. Snap-On filed a removal petition, asserting that complete diversity existed because Baldwin and Kaiser were improperly joined. Snap-On argued that because Baldwin and Kaiser were acting only in the interests of Snap-On, they were privileged by state law and further protected by the release signed by Boyer. The Boyers then filed a motion to remand to state court, which the federal district court denied on the basis that Baldwin and Kaiser would succeed on a motion for summary judgment due to the release clause in the termination agreement. Subsequently, Snap-On moved for summary judgment pursuant to the release clause. The Boyers opposed the motion on the ground that the release was obtained through fraud and duress and in violation of Snap-On’s fiduciary duties. The district court granted the motion for summary judgment. The Boyers appealed.