Full opinion text
MEMORANDUM KANE, Chief Judge. Before the Court are Defendants’ Motion for Summary Judgment (Doc. No. 32), seeking judgment in their favor on all counts of the amended complaint, and Plaintiffs’ Motion for Partial Summary Judgment (Doc. No. 34), seeking judgment in their favor on Count III of the amended complaint. The motions have been fully briefed and are ripe for adjudication. I. BACKGROUND In 1998, Defendant Francis “Corky” Purcell incorporated Defendant Appala-ehian Baking Company, Inc. (“Appalachian Baking”) under Pennsylvania law as a closely-held business corporation. Appalachian Baking maintains a business office and conducts business operations in Harrisburg, Pennsylvania. That same year, Appalachian Baking entered into a ten-year franchise agreement with the Atlanta Bread Company International, Inc., pursuant to which Appalachian Baking was granted exclusive development rights for Atlanta Bread Company stores in Dauphin, Cumberland, and Lebanon counties, the State College, Pennsylvania region, and the Baltimore, Maryland area. At the time, Francis Purcell was the sole shareholder of Appalachian Baking. Prior to their involvement with Appalachian Baking, Plaintiffs Curtis Bam and Patrice Bair (husband and wife) lived and worked in Atlanta, Georgia. Curtis Bair and Francis Purcell were friends and had previously worked together, primarily on a Peachtree Pretzel Time, Inc., franchise. (Curtis Bair First Supp. Decl. ¶ 7, Doc. No. 55-4.) Curtis Bair held a ten-percent ownership in the franchise, and both he and his wife worked for the pretzel franchise operation. (Id. ¶¶ 7-8, 20.) During a Peachtree Pretzel Time stockholders meeting in May 1998, Francis Purcell, his wife Norma Purcell, Plaintiffs, and Deborah and Jay James (future shareholders of Appalachian Baking) began discussing various franchise opportunities, including Atlanta Bread Company. Later that year, Francis Purcell informed Plaintiffs that he had decided to pursue an Atlanta Bread Company franchise, and Curtis Bair agreed to allow Francis Purcell to use part of their equity in Peachtree Pretzel Time to pay the franchise fee and other start-up expenses of Appalachian Baking. (Id. ¶20.) During this time, Plaintiffs claim that Francis Purcell represented to them that he planned to open ten to fifteen Atlanta Bread Company stores and that Plaintiffs would play a long-term role in the company. (Id. ¶ 12.) In June 2000, Francis Purcell sent Curtis Bair a packet of documents to be circulated to potential investors in Appalachian Baking. The packet included an offering and subscription memorandum, a confidential descriptive memorandum, a form subscription agreement, a form shareholder joinder, and a form shareholders agreement. (Pl.Exs.4.1, 4.2, 20, 22, Doc. No. 43.) The confidential descriptive memorandum stated that the company planned to “operate one or more retail bakery and café restaurants under the name Atlanta Bread Company” within their exclusive development territory. (Pl.Ex.4.2.) The form shareholders agreement, dated June 1, 2000, listed Curtis Bair as a shareholder in the company and as a member of the board of directors. (Pl.Ex.22.) However, this form agreement was circulated unsigned and contained blanks spaces where additional information was to be filled in later. (Id.) Specifically, the form agreement does not indicate how many of the total shares of the company were owned by the parties and reserved space to add the names of additional investors. (Id.) Plaintiffs allege that Curtis Bair signed ten copies of the form shareholders agreement, returned the copies to Fran•cis Purcell, and became a party to the shareholders agreement. (Doc. No. 36, ¶47.) Defendants dispute this allegation. (Doc. No. 67, ¶ 47.) The corporate records of Appalachian Baking contain a different June 1, 2000, shareholders agreement. (Pl.Ex.23, Doc. No. 35.) This agreement lists Francis Purcell as the sole shareholder of Appalachian Baking, although an attached exhibit lists Francis and Norma Purcell as co-owning one hundred percent of the company’s shares, or 77 shares. (Id.) The agreement is signed by Francis and Norma Purcell, as witnessed by their daughter Jessica Purcell. (Id.) Notwithstanding the other differences between this agreement and the form shareholders agreement contained in the packet of documents provided to potential investors, this agreement still listed Curtis Bair as a member of the board of directors and provided that all board members must be shareholders. (Id. §§ 2.02-2.03.) Curtis Bair signed neither this agreement nor a joinder agreement. Defendants allege that they asked Curtis Bair to sign, but that he refused. (Doc. No. 67, ¶ 53; see also Stuart Sacks Affidavit ¶¶ 5-6, Def. Ex. Y, Doc. No. 60-3.) Plaintiffs allege that the first time Curtis Bair was informed that he was not a party to the shareholders agreement was on December 12, 2003, during the meeting in which he was voted off the board of directors. (Doc. No. 36, ¶¶ 54, 94.) On June 7, 2000, Appalachian Baking entered into a ten-year lease for a restaurant location in Harrisburg, Pennsylvania. On June 20, 2000, Robert and Lori Green- — friends of the Purcells — executed a shareholder joinder to the Appalachian Baking shareholders agreement and agreed to purchase six shares of the company’s stock for $100,000, or approximately $16,666 per share. On July 28, 2000, Deborah and Jay James — Norma Purcell’s sister and brother-in-law — executed a shareholder joinder to the Appalachian Baking shareholders agreement and agreed to purchase two shares of the company’s stock for $40,000, or $20,000 a share. Appalachian Baking issued the above shares of stock on February 5, 2001. On August 8, 2001, the company issued Curtis Bair fifteen shares of stock at no price. (Doc. No. 36, ¶ 28.) On February 5, 2001, Norma Purcell became co-owner of Francis Purcell’s majority shareholding in Appalachian Baking. (Doc. Nos. 36, ¶ 12; 67, ¶ 12.) The parties agree that on May 22, 2001, Appalachian Baking held its first shareholders and board meeting in Las Vegas, Nevada, during which the officers and directors of the company were elected. (Doc. Nos. 36, ¶ 30; 67, ¶ 30.) The parties further agree that the company’s records contain no minutes from the May 22, 2001, meeting; rather, the corporate records indicate that the company’s officers and directors were elected at a shareholders meeting held on December 20, 2001. (PI. Ex.18, Doc. No. 35.) According to the minutes, Francis Purcell, Norma Purcell, and Curtis Bair were elected as directors of the company, and the directors elected the following officers: Francis Purcell, president and treasurer; Norma Purcell, vice president; and Curtis Bair, secretary. (Id.) Appalachian Baking’s first and only Atlanta Bread Company restaurant (“the restaurant”) opened in July 2001 with John Krulock as store manager. Despite the successful opening, John Krulock became unhappy with his position. Shortly after the opening, Curtis Bair quit his job in Atlanta and relocated to Pennsylvania to assist with operating the restaurant, under the title of vice president of store operations. Patrice Bair remained in Georgia to sell their house and coordinate their move to Pennsylvania. After joining her husband in Harrisburg, Patrice Bair began working at the restaurant as a catering coordinator in August 2001. The record indicates that in early 2002, Francis Purcell and Curtis Bair began to disagree about the direction of the company. Curtis Bair expected the company to grow quickly and open additional restaurant locations throughout the exclusive development territory. However, on April 9, 2002, Francis Purcell informed Curtis Bair that he was not planning to open any more restaurants and wanted to retire from the company. In early May 2002, Francis Purcell announced his intention to sell his and his wife’s controlling interest in the company to his daughter, Jessica Kiely. Plaintiffs allege that on May 2, 2002, Francis Purcell offered to purchase Curtis Bair’s shares of stock in the company for $203,000, or approximately $13,533 per share. (Doc. No. 36, ¶ 72.) Plaintiffs claim that Curtis Bair verbally accepted Purcell’s offer the same day. (Id. ¶ 73.) Defendants contend that Curtis Bair offered to have his stock redeemed by the company for $203,000, but an agreement was never finalized. On May 10, 2002, Francis Purcell prepared a stock-purchase letter addressed to Deborah and Jay James, and Lori Green, wherein Francis Purcell stated that he was planning to purchase Curtis Bair’s shares for $203,000, and sell his and his wife’s controlling shares to Jessica Kiely for $200,000 plus assumption of the corporation’s current debt of over $425,000. In the letter, Francis Purcell offered Lori Green and the Jameses the following four options: (1) purchase a proportional share of Curtis Bair’s 15% interest; (2) purchase a proportional share of Francis Purcell’s 77% interest; (3) sell their shares to the company for their initial purchase price plus 10% interest compounded over two years; and/or (4) keep their current ownership in the company. (Pl.Ex.34, Doc. No. 35.) Lori Green and Deborah and Jay James agreed to sell their shares to Appalachian Baking. After Curtis Bair received a copy of the above-mentioned letter, he discussed with Francis Purcell the option of purchasing the restaurant or Purcells’ controlling shares. Defendants argue that these negotiations amounted to a series of offers and counteroffers for the redemption of Curtis Bair’s own stock and the proposed purchase of control of the company. (Doc. No. 67, ¶ 74.1.) Plaintiffs characterize the negotiations as discussions during which Curtis Bair never abandoned or modified his earlier acceptance of the $203,000 stock buy-out offer. (Doc. No. 36, ¶ 74.1.) Although the above letter was not addressed to him, on June 24, 2002, Curtis Bair attempted to memorialize his understanding of the stock-purchase agreement he allegedly had with Francis Purcell by handwriting “I Curtis Bair elect to sell my shares under option A: sell my shares for $203,000” along the bottom of the letter, signing it thereafter, and creating a new option on the attached form. (Pl.Ex.35, Doc. No. 35.) Curtis Bair sent a copy of this marked letter back to Francis Purcell. On July 20, 2002, Appalachian Baking held a joint meeting of the shareholders and members of the board of directors. At the; meeting, Francis Purcell voted his and Norma Purcell’s shares, and the shares of Lori Green by proxy, for the company to redeem Ms. Green and the James’ shares at the price specified in the May 10, 2002, letter. Francis Purcell also voted his and Norma Purcell’s shares, and the shares of Lori Green by proxy, against redemption of Curtis Bair’s stock. Curtis Bair offered to sell his shares to the other shareholders, but each declined his offer. In August 2002, Curtis Bair’s position was eliminated and his employment with the company was terminated. That same month, Patrice Bair’s position was also eliminated, and she was terminated from employment. In September 2002, Francis Purcell, on behalf of Appalachian Baking, terminated the company’s exclusive development rights agreement with Atlanta Bread Company International. In January 2003, Francis Purcell requested that Curtis Bair sign two letters of resignation prepared by Purcell, one seeking Bair’s resignation from the board of directors and the other seeking his resignation as corporate secretary. Bair refused to sign either letter. On November 13, 2003, Curtis Bair issued a letter demanding that the company or Francis Purcell purchase his 15 shares of stock for $203,000 pursuant to their stock buy-out agreement, and that the company satisfy the unpaid wages owed to Patrice Bam. A few days thereafter, Francis Purcell directed the company’s attorney to schedule a combined special meeting of the company’s shareholders and board of directors. At that meeting, Francis Purcell moved to amend section 4.03(a) of the company’s bylaws to reduce the number of members on the board of directors from three to two. Curtis Bair objected to the amendment. However, Francis Purcell voted his and his wife’s controlling interest in the company in favor of the amendment and the motion carried. Francis Purcell then moved for nomination of members to fill the two seats on the board of directors. Francis Purcell nominated himself and his daughter Jessica Kiely and then voted his and his wife’s controlling interest in the company in favor of the nominations. Francis Purcell then nominated and voted for the following officers: himself as president and treasurer; Oliver Kiely as vice-president; and Jessica Kiely as secretary. Curtis Bair attempted to object to the voting, but was advised that he was not entitled to participate in the election of officers since he was no longer a member of the board of directors. As of the date the motions and related briefs were filed, Curtis Bair continues to hold his 15 shares of Appalachian Baking. The company has not declared any dividends, and Curtis Bair receives no salary from the company since he no longer holds any position with Appalachian Baking, either as an employee, director, or officer. II. STANDARD OF REVIEW Summary judgment is proper where “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show 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.” Fed.R.Civ.P. 56; White v. Westinghouse Elec. Co., 862 F.2d 56, 59 (3d Cir.1988). A factual dispute is material if it might affect the outcome of the suit under the applicable law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A factual dispute is genuine only if there is a sufficient eviden-tiary basis that would allow a reasonable fact finder to return a verdict for the non-moving party. Id. at 249, 106 S.Ct. 2505. The evidence presented must be viewed in the light most favorable to the non-moving party. Id. The inquiry is whether the evidence presents a sufficient disagreement to require submission to the jury or whether it is so one-sided that one party must prevail as a matter of law. Id. at 251-52, 106 S.Ct. 2505. This standard does not change by virtue of cross-motions being presented. United States v. Hall, 730 F.Supp. 646, 648 (M.D.Pa.1990). The moving party has the initial burden of identifying evidence that it believes shows an absence of a genuine issue of material fact. Childers v. Joseph, 842 F.2d 689, 694 (3d Cir.1988). Once the moving party has shown that there is an absence of evidence to support the non-moving party’s claims, the nonmoving party may not simply sit back and rest on the allegations in the complaint. Instead, the nonmoving party must “go beyond the pleadings and by [its] own affidavits, or by the depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there is a genuine issue for trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 324, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) (internal quotations omitted). The evidence must be viewed in the light most favorable to the nonmovant. See Groman v. Township of Manalapan, 47 F.3d 628, 633 (3d Cir.1995). Summary judgment should be granted where a party “fails to make a showing sufficient to establish the existence of an element essential to that party’s case, and on which that party will bear the burden at trial.” Celotex, 477 U.S. at 322, 106 S.Ct. 2548. With respect to the sufficiency of the evidence that the nonmoving party must provide, a court should grant summary judgment where the nonmovant’s evidence is merely colorable, conclusory or speculative. Anderson, 477 U.S. at 249-50, 106 S.Ct. 2505. There must be more than a scintilla of evidence supporting the non-moving party and more than some metaphysical doubt as to the material facts. Id. at 252, 106 S.Ct. 2505; Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). III. DISCUSSION Plaintiffs initiated the above-captioned matter by filing a complaint on June 23, 2004. (Doc. No. 1.) On August 12, 2004, Plaintiffs filed an amended complaint. (Doc. No. 4.) In their amended complaint, Plaintiffs allege the following claims in twelve separate counts: breach of the stock buy-out agreement; breach of employment contract; breach of fiduciary duties; negligent misrepresentation; intentional misrepresentation; equitable es-toppel; violation of the Pennsylvania Wage Payment and Collection Law; unjust enrichment; two counts of aiding and abetting; civil conspiracy; and punitive damages. (Id.) On July 6, 2005, Defendants moved for summary judgment on all counts (Doc. No. 32), and two days later, Plaintiffs moved for partial summary judgment on Count III, their claim against Francis and Norma Purcell for breach of fiduciary duties (Doc. No. 34). The Court will address the various counts in the order in which they appear in the amended complaint. Count I: Breach of Buy-out Agreement In Count I, Plaintiffs allege that Francis Purcell., Norma Purcell, and Appalachian Baking- breached an oral agreement with Curtis Bair to purchase his 15 shares of the corporation for $203,000. (Doc. No. 4.) Curtis Bair testified that Francis Purcell made the offer on May 2, 2002, and Bair accepted the offer the same day. (Bair Dep. at 300; Curtis Bair’s First Supp. Decl. ¶ 34.) Plaintiffs also point to the May 10, 2002, memorandum sent to Lori Green and Jay and Deborah James, wherein Francis Purcell wrote that he was “planning to purchase the sock of Curtis Bair representing 15% of the company for $203,000[ ]” and giving the other stockholders an opportunity to match his offer. (Pl.Exs.34-35, Doc. No. 35.) Plaintiffs further contend that on or about July 22, 2002, Defendants Francis and Norma Purcell assured the Bairs that they would complete the buy-out agreement by the end of 2002. (Curtis Bair First Supp. Decl. ‘137; see also Doc. No. 4, at 24-25.) Defendants argue that even if Francis Purcell offered to purchase the shares, Curtis Bair rejected the offer and submitted a counteroffer. (Doc. No. 33, at 30-31; Francis Purcell Affidavit, ¶ 10, Def. Ex. B, Doc. No. 32-2.) There appears to be a genuine factual dispute as to whether Francis Purcell agreed to purchase Curtis Bair’s 15 shares, and whether he did so in his individual capacity or on behalf of the corporation. (Pl.Ex. 9, Francis Purcell’s Dep. at 20-21; Doc. No. 36, ¶ 72.) The parties also dispute whether Curtis Bair accepted the $203,000 offer or made a counteroffer, thereby rejecting the original offer. See Yarnall v. Almy, 703 A.2d 535, 539 (Pa.Super.Ct.1997) (“A reply [to an offer] which purports to accept an offer, but instead changes the terms of the offer, is not an acceptance, but, rather, is a counter-offer, which has the effect of terminating the offer.... [I]t is well established that the acceptance of any offer or counter-offer must be unconditional and absolute”) (citations and internal quotations omitted). A reasonable jury could credit Curtis Bair’s testimony, buttressed by the May 10, 2002, memorandum, and find that a valid buyout agreement existed between Curtis Bair and Francis Purcell, on behalf of himself or on behalf of Appalachian Baking. Accordingly, Defendants’ motion for summary judgment on this count as to Francis Purcell and Appalachian Baking must be denied. On the other hand, the record does not support a finding by a reasonable jury that Norma Purcell had any involvement in the stock buy-out agreement. Plaintiffs do not allege that Norma Purcell offered to purchase Curtis Bair’s shares in her individual capacity. In fact, the parties agree (to some extent) that Norma Purcell resisted becoming involved with corporate matters. (Doe. Nos. 55, at 17-18; 33, at 9-10.) It appears that Plaintiff implicates Norma Purcell in this count only because she jointly owned a majority interest in the corporation, not because she had any personal involvement with the alleged agreement. (Doc. No. 55, at 28-30.) Because the Court will not pierce Appalachian Baking’s corporate veil to hold Norma Purcell individually liable based on her investment status (discussed in more detail below), the Court will grant summary judgment on this count in her favor. Count II: Breach of Employment Contract/Additional Consideration In Count II, Plaintiffs allege that Appalachian Baking, Francis Purcell, and Norma Purcell breached “long-term employment agreement^]” with Curtis and Patrice Bair when Defendants terminated, or allowed to be terminated, the Bairs’ positions with the corporation without cause. (Doc. No. 4, ¶¶ 88, 92-93.) Defendants argue that no such employment agreement existed and that Plaintiffs were employed at will. (Doc. No. 33, at 25.) There is a strong presumption of employment-at-will under Pennsylvania law for all employer-employee relationships. Murray v. Commercial Union Ins. Co., 782 F.2d 432, 435 (3d Cir.1986). Under the at-will employment doctrine, an employee or employer can end the employment relationship at any time for any reason. Id. The presumption of at-will employment can be overcome by showing that there is an express contract between the parties, with a provision stating that an employee can only be terminated “for cause.” Scott v. Extracorporeal, Inc., 376 Pa.Super. 90, 545 A.2d 334, 336-37 (1988). An “implied-in-fact” contract can also suffice if additional consideration passed from the employee to the employer “from which the court can infer the parties intended to overcome the at-will presumption.” Raines v. Haverford Col., 849 F.Supp. 1009, 1012 (E.D.Pa.1994) (citing Ruzicki v. Catholic Cemeteries, Inc., 416 Pa.Super. 37, 610 A.2d 495, 497 (1992)). The presumption of at-will employment may be overcome by a showing that the employee provided additional consideration to the employer and that termination of employment would result in great hardship or loss to the party known to both employer and employee when the contract was made. Darlington v. Gen. Elec., 350 Pa.Super. 183, 504 A.2d 306, 314 (1986), overruled on other grounds by Clay v. Advanced Computer Applications, Inc., 522 Pa. 86, 559 A.2d 917 (1989). One type of consideration often discussed is the relocation of an employee, particularly when accompanied by relocation of a family. Shaffer v. BNP/Cooper Neff, Inc., No. 98-71, 1998 WL 575135, at *4, 1998 U.S. Dist. LEXIS 14013 (E.D.Pa. Sept. 4, 1998) (collecting cases). Other relevant factors include abandonment of other job opportunities and the sale of a home. Marsh v. Boyle, 366 Pa.Super. 1, 530 A.2d 491, 494 (1987). Under Pennsylvania law, oral representations as to the predicted duration of employment do not modify the at-will presumption. Marsh v. Boyle, 366 Pa.Super. 1, 530 A.2d 491, 494 (1987) (stating that “the employer’s assurances that Appellant would be working as publisher ‘for at least two years’ was not sufficiently definite to take the agreement out of the at-will employment presumption”); see also Engstrom v. John Nuveen & Co., Inc., 668 F.Supp. 953, 959 (E.D.Pa.1987) (“The contractual provision necessary to overcome the at-will presumption must be for a specific and definite term, not vague or conclusory”); Braun v. Kelsey-Hayes Co., 635 F.Supp. 75, 77 (E.D.Pa.1986) (holding that verbal representations that plaintiff would be employed so long as he performed his job satisfactorily did not modify at-will status). The determination of whether such factors constitute sufficient consideration to overcome the at-will presumption is a jury question. Cashdollar v. Mercy Hosp. of Pittsburgh, 406 Pa.Super. 606, 595 A.2d 70, 73 (1991). The Court may only rule on the issue when the record evidence “is so clear that no reasonable [person] would determine the issue before the court in any way but one[.]” Shaffer, 1998 WL 575135, at *7 (quoting Darlington, 504 A.2d at 312); see also Martin v. Safeguard Scientifics, 17 F.Supp.2d 357, 369 (E.D.Pa.1998) (same). Here, Plaintiffs have presented evidence from which a jury could find that Appalachian Baking received sufficient “additional consideration” to overcome the presumption that Plaintiffs were at-will employees. For example, Plaintiffs contends that, shortly after the restaurant opened, Francis Purcell asked Curtis Bair to relocate to Harrisburg as quickly as possible and that, in light of this request, Curtis Bair resigned from his job in Georgia and promptly moved to Harrisburg, leaving his wife behind to pack up their belongings and sell their house. (Doc. No. 36, ¶¶ 37-41.) Because of the need to relocate quickly, Plaintiffs sold their home in Georgia in a compressed time frame and under distressed conditions. (Curtis Bair Dep. at 244, 246, Doc. No. 55-3, Ex. 1); (Curtis Bair First Supp. Decl. ¶ 26., Doe. No. 55^, Ex. 2). In addition to the circumstances surrounding their relocation, Plaintiffs claim that they turned down other employment offers in order accept employment at Appalachian Baking. (Curtis Bair First Supp. Decl. ¶ 23. 1.) Plaintiffs have also introduced evidence which, if believed, would support a finding that Plaintiffs “c[a]me to the employment relation with bargaining strength greater than that of the usual employee.” Darlington, 504 A.2d at 314; (E.g. Curtis Bair First Supp. Decl. ¶ 14) (“The Purcells ... said that they would not be able to pursue the new venture without us ....”); (id. ¶ 20) (Curtis Bair had agreed to permit the Purcells’ use of $70,000 of the equity in Peachtree Pretzel Time, Inc., a company in which Curtis Bair owned a 10% interest, in order to pay the franchise fee and related start-up costs for Appalachian Baking). In light of the evidence of Plaintiffs’ relocation, the distressed sale of their home, their decision to forego other employment opportunities, and their arguably stronger bargaining power than the average employee, a jury could find that Plaintiffs provided “additional consideration,” indicating that the parties intended to overcome the at-will presumption. Accordingly, Defendants’ motion for summary judgment on Count II as to Appalachian Baking will be denied. Lastly, Defendants argue that no cause of action exists in Count II against Francis and Norma Purcell in their individual capacities, generally or by virtue of their status as majority co-shareholders. Defendants persuasively contend that, if an employment agreement existed, it existed between Plaintiffs and Appalachian Baking, and to the extent that Francis and Norma Purcell acted, they acted under the role as corporate officials in order to secure employees for Appalachian Baking. (Doc. No. 33, at 16.) Plaintiffs counter that the Purcells “assumed a personal obligation in the contract itself’ when they failed to disclose that they were acting on behalf of the corporation. (Doc. No. 55, at 19.) The Court finds this argument to be without merit. The record is replete with documentation that the Bams were employed and paid by Appalachian Baking, not the Purcells. (Def. Exs. L & M, Doc. No. 32-3) (Curtis and Patrice Bair’s W-2 and unemployment compensation notices listing Appalachian Baking as their employer); (Appalachian Baking’s admissions, Pl.Ex. 17, at 1-2). No reasonable jury could find, based upon this record, that an employer/employee relationship existed directly between the Purcells and Bairs outside of the corporation. Thus, in order to recover from Norma or Francis Purcell individually, Plaintiffs would have to establish that piercing the corporate veil is warranted. Plaintiffs contend that individual liability should attach to Norma and Francis Purcell because the circumstances of this case require that the corporate form — and the protections that this form generally affords shareholders — be disregarded. Plaintiffs argue that Appalachian Baking was so dominated and controlled by the Purcells, particularly Francis Purcell, that the corporation was not a separate legal entity; rather, it was a sham, a mere alter-ego of the majority shareholders. (Doc. No. 55, at 14-19.) Pennsylvania generally recognizes that the corporate veil may be pierced “whenever it is necessary to avoid injustice.” Rinck v. Rinck, 363 Pa.Super. 593, 526 A.2d 1221, 1223 (1987). However, there is a strong presumption in Pennsylvania against piercing the corporate veil. Lumax Indus., Inc. v. Aultman, 543 Pa. 38, 669 A.2d 893, 895 (1994) (quoting Wedner v. Unemployment Board, 449 Pa. 460, 296 A.2d 792, 794 (1972)). Although there is no definitive test for piercing the corporate veil under Pennsylvania law, courts are instructed to apply a totality-of-the-circumstances test when determining whether to impose individual liability on a shareholder. First Realvest, Inc. v. Avery Builders, Inc., 410 Pa.Super. 572, 600 A.2d 601, 604 (1991). In Ashley v. Ashley, 482 Pa. 228, 393 A.2d 637 (1978), the Pennsylvania Supreme Court set forth the following principles to guide the determination of whether the corporate form should be disregarded and whether one individual or corporation should be deemed the alter-ego of another: This legal fiction of a separate corporate entity was designed to serve convenience and justice, and will be disregarded whenever justice or public policy demand and where rights of innocent parties are not prejudiced nor the theory of the corporate entity rendered useless. We have said that whenever one in control of a corporation uses that control, or uses the corporate assets, to further his or her own personal interests, the fiction of the separate corporate entity may properly be disregarded. Ashley, 393 A.2d at 641 (citations omitted); see Ragan v. Tri-County Excavating, 62 F.3d 501, 509 (3d Cir.1995). The Third Circuit has held that the factors to be considered under Pennsylvania law with respect to the alter-ego theory include, but are not limited to: failure to observe corporate formalities; nonpayment of dividends; insolvency of the debt- or corporation; siphoning funds from the corporation by dominant shareholders; nonfunctioning of other officers and directors; absence of corporate records; whether the corporation is a mere facade for the operations of a common shareholder or shareholders; and gross undercapi-talization. Eastern Minerals & Chemicals Co. v. Mahan, 225 F.3d 330, 333 n. 7 (3d Cir.2000). The Third Circuit observed that: Pennsylvania, like New Jersey, does not allow recovery unless the party seeking to pierce the corporate veil on an alter ego theory establishes that the controlling corporation wholly ignored the separate status of the controlled corporation and so dominated and controlled its affairs that its separate existence was a mere sham____ In other words, both Pennsylvania and New Jersey require a threshold showing that the controlled corporation acted robot- or puppet-like in mechanical response to the controller’s tugs on its strings or pressure on its buttons. Eastern Minerals, 225 F.3d at 334 (quoting Culbreth v. Amosa (Pty) Ltd., 898 F.2d 13, 14-15 (3d Cir.1990)). Notably, the fact that a corporation’s stock is owned entirely by one person, Lumax, 669 A.2d at 895 (citing College Watercolor Group, Inc. v. William H. Newbauer, Inc., 468 Pa. 103, 360 A.2d 200, 207 (1976)), or owned by members of the same family, Warren v. Motion Picture Machine Operators, 383 Pa. 312, 118 A.2d 168, 170 (1955), does not make a corporation any less valid. Guided by these considerations and upon review of the totality of the circumstances, the Court finds that piercing the corporate veil to hold Norma Purcell liable is not warranted; however, material questions of fact remain as to whether liability should extend to Francis Purcell personally. Plaintiffs argue that Appalachian Baking acted as a mere alter-ego to Francis and Norma Purcell, and in support of this contention, they have produced evidence that corporate formalities were not followed, officers and directors were nonfunctioning, dividends were never paid, and corporate records were not always properly maintained. (Doc. No. 55, at 16-18.) For instance, Plaintiffs contend that Francis Purcell disregarded the shareholders agreement and the corporate bylaws when he transferred several of his shares in the corporation to the Kielys and when he voted to reduce the number of corporate directors. (Id. at 16); (see Bylaw § 2.02(b)) (providing for notice to shareholders relating to action on bylaws). Defendants, however, dispute this characterization of Francis Purcell’s actions and of the underlying factual predicates. Defendants note, for example, that while Curtis Bair was a shareholder, he was never a signatory to the shareholders agreement contained in the corporate records. (PI. Ex.23.) The Defendants point out that the optional bylaw provisions restricting the gifting of shares were never incorporated into the body of the corporate bylaws. (Pl.Ex. 46; Def. Ex. X, Doc. No. 60-2.) Also, while the corporate records expressly state that the shareholders were not provided a copy of the proposed amendment to reduce the number of board members (Pl.Ex.13), it is unclear at this point to what extent, if any, Curtis Bair is responsible for the lack of advance notice. (See Bylaws § 2.03, Def. X, Doc. No. 60-2) (“Written notice of every meeting of the shareholders shall be given by, or at the direction of, the secretary ...”). Defendants do, however, concede that no annual shareholders meeting was held in September 2003, contrary to the Company’s bylaws, and that Norma Purcell exercised little to no authority during her tenure as vice-president and as member of the board of directors. (E.g. Doe. No. 67, ¶ 54. 1) (stating that Norma “was not involved in the operation of the business”). The Court notes that the overwhelming majority of Plaintiffs’ allegations and evidence relate to the actions of Francis Purcell, not his wife. While the record demonstrates that Francis Purcell exercised tremendous control over the operations of Appalachian Baking, the same cannot be said of Norma Purcell. Plaintiffs themselves point out: Norma Purcell, who was a director (2001 to 2002) and the Company’s vice president (2001 to December 2003) admitted that she really did not function in those positions ... Norma Purcell was vice-president “in title only” ... [and] did not “get into the business side” ... Norma Purcell admitted that it was her husband who was really in charge of the Company ... Plainly, Norma Purcell was a non-functioning officer and director because she did nothing more than go along with her husband. (Doc. No. 55, at 21-22) (internal citations to the record omitted). After due consideration of the record and the parties’ arguments, the Court finds that Appalachian Baking was not the alter-ego of Norma Purcell. The current state of the record, however, does not lend itself to a determination whether the corporate veil should be pierced to hold Francis Purcell, the clearly dominant majority co-shareholder, personally liable. Accordingly, summary judgment on this count will only be entered in favor of Norma Purcell. Count III: Breach of Fiduciary Duties In Count III, Plaintiffs allege that Francis and Norma Purcell, the majority shareholders of Appalachian Baking, violated the fiduciary duties they owed to Curtis Bair, as a minority shareholder. Both Plaintiffs and Defendants have moved for summary judgment on this claim. Majority shareholders have a fiduciary obligation to minority shareholders of the “utmost good faith and loyalty.” Orchard v. Covelli, 590 F.Supp. 1548, 1557 (W.D.Pa.1984), aff'd, 802 F.2d 448 (3d Cir.1986); see also Bohler-Uddeholm Am., Inc. v. Ellwood Group, Inc., 247 F.3d 79, 100-101 (3d Cir.2001) (A majority shareholder “is under close scrutiny, and is expected to conform to the highest standards of conduct”); Ferber v. Am. Lamp Corp., 503 Pa. 489, 469 A.2d 1046, 1050 (1983) (“It has long been recognized that majority shareholders have a duty to protect the interests of the minority”). Therefore, a “policy of corporate governance which has as its objective the denial of benefits to the minority interest runs afoul of this fairness standard and calls to question the majority’s fulfillment of its fiduciary duty to the other shareholders.” Orchard, 590 F.Supp. at 1556. This is especially true in a closely-held corporation where shares are not publically traded and a fair market is rarely available. Id. at 1557. Accordingly, Pennsylvania courts have held that majority shareholders’ duty to the minority “prevents them from using their power in such a way as to exclude the minority from their proper share of the benefits accruing from the enterprise.” Ferber v. American Lamp Corp., 503 Pa. 489, 469 A.2d 1046, 1050 (1983) (quoting Hornsby v. Lohmeyer, 364 Pa. 271, 72 A.2d 294, 298 (1950)). This does not mean that majority shareholders may never act in their own interest, merely that when they do act in their own interest, it must be also in the best interest of all shareholders and the corporation. Id. (citing Weisbecker v. Hosiery Patents, Inc., 356 Pa. 244, 51 A.2d 811, 814, 817 (1947)). “Pennsylvania law shifts the burden onto the fiduciary to prove that a transaction is fair and not fraudulent when the fiduciary acts to benefit himself while in the fiduciary role.” Bohler-Uddeholm, 247 F.3d at 100-101. A majority shareholder may not use the corporate process to deny minority shareholders the right to participate in the corporation or to “exclude minority shareholders from their proper share of benefits accruing from the enterprise[.]” Viener v. Jacobs, 834 A.2d 546, 556 (Pa.Super.Ct.2003); see Orchard, 590 F.Supp. at 1556. A “freeze-out” occurs in a closely-held corporation when a minority shareholder is removed from office or his power or compensation is substantially diminished, in an attempt to exclude the shareholder from any meaningful role in the corporation or deny him benefits from the corporation. Viener, 834 A.2d at 556 (citing 15 Pa. Cons.Stat. § 1767 comment). Such an attempt by a majority shareholder to “freeze-out” or “squeeze-out” a minority shareholder constitutes a breach of this fiduciary duty. Tactics employed against a minority shareholder to effect such a “freeze-out” include, but are not limited to: generally oppressive conduct, the withholding of dividends, restricting or precluding employment in the corporation, paying excessive salaries to majority stockholders, withholding information relating to the operation of the corporation, appropriation of corporate assets, denying dissenting shareholders appraisal rights, failure to hold meetings and excluding the minority from a meaningful role in the corporate decision-making. Orchard, 590 F.Supp. at 1557. The United States District Court for the Western District of Pennsylvania noted that “[t]he removed minority shareholder is frequently replaced by someone who is closely related to the majority shareholder!, a] practice ... typical of a consolidation of power.... ” Id. at 1558. Curtis Bair maintains that the conduct of Francis and Norma Purcell toward him amounted to less than “utmost good faith and loyalty.” In fact, as Plaintiffs explain the events leading to this litigation, Curtis Bair’s skills and expertise in the restaurant field were utilized by the Purcells until they decided that he was “dispensable” sometime between April 2002 and August 2002, and proceeded to treat him accordingly by squeezing him out of the company. (Doc. No. 44, at 20.) He contends that, among other things, the Pur-cells have refused to redeem his 15 shares of stock, excluded him from any meaningful role in the corporation, engaged in generally oppressive conduct, and withheld dividends. Curtis Bair became a director and officer of Appalachian Baking in May 2001 (even though the corporate records indicate that he was elected in December 2001); he started working as vice president of store operations at the restaurant in July 2001; and he received 15 shares of Appalachian Baking in August 2001. Although he had great hopes for his involvement in the business, by the end of 2003, Curtis Bair no longer held any position with the company and was deriving little, if any, benefit from his status as a minority shareholder. The deterioration of his relationship with the corporation and the Purcells began around April 2002 when Francis Purcell unexpectedly announced his intention to retire and “unilaterally” changed the company’s ten-year plan by abandoning efforts to open additional stores. Bair claims that, in light of this abrupt change in the business plan, he agreed to sell, and Francis Purcell agreed to purchase, Bair’s 15 shares of stock. Despite this agreement, Bair was excluded from the Appalachian Baking stock redemption process during the July 2002 shareholders’ meeting. (Doc. No. 36, ¶ 75; Pl.Ex. 12.) During that meeting, Francis Purcell voted his and Norma Purcell’s shares and the shares of the Greens (by proxy) against the redemption of Curtis Bair’s shares but in favor of redemption of the Greens and James’ shares. (Id.) Despite Bair’s repeated requests during the meeting and the months thereafter, neither Appalachian Baking nor the Purcells have purchased Bair’s shares. As additional evidence to support his claim of Defendants’ misconduct, Bair points to the August 2002 elimination of his position at the restaurant, which he claims was an involuntary termination. After his termination, Jessica Kiely assumed the management role for the restaurant, highlighting the Purcells’ purported favoritism toward family members at Curtis Bair’s expense. Curtis Bair has also introduced evidence that would support a finding that corporate formalities were not followed on certain occasions. Then, in January 2003, Francis Purcell requested that Curtis Bair sign two letters of resignation Purcell had prepared: one seeking Bair’s resignation as corporate secretary and the other seeking his resignation from the board of directors. Bair, however, refused to give up his positions as an officer and director of the corporation. After Curtis Bair refused to resign — and days after receiving a demand letter from Bair’s attorney related to the stock buy-out agreement and wages owed to Patrice Bair — Francis Purcell convened a special meeting of the directors and shareholders. When Bair received notice of the special meeting, he requested in writing that several items be added to the meeting’s agenda, but they were improperly excluded from the meeting’s agenda. The meeting was held on December 12, 2003, and during it, Purcell moved to amend the corporate bylaws to reduce the number of corporate directors from three to two. Over Bair’s objection that he never received the notice required for shareholder action on the bylaws (Bylaw § 2.03(a), (b); Pl.Ex. 13), the motion carried with Purcell and the Jameses voting in favor of it. (Pl.Ex.13.) Purcell then moved to nominate himself and Jessica Kiely as Appalachian Baking’s directors and moved to nominate himself as president and treasurer, Oliver Kiely as vice president, and Jessica Kiely as secretary. Purcell voted in favor of these nominations, all of which carried. During the meeting certain “old business” — including the Bairs’ claims for compensation and employment — “were referred the President to address for action.” (Id.) After the meeting, Francis Purcell purportedly stated that he “will never pay Curtis Bair a penny until a judge makes him do so.” (Doc. No. 36, ¶ 110.) Curtis Bair also notes that, despite its good financial health and status as a “mature business no longer pursuing a growth strategy requiring additional working capital,” no dividends have been paid by Appalachian Baking. Defendants argue that the company is trying to grow its capital, but they do not refer to evidence controverting Bair’s statement that the corporation could pay dividends. Defendants instead argue that “shareholders do not become involved in a close corporation for the prospect of dividends,” and point out that under certain circumstance is it inappropriate for a growing company to declare dividends. (Doc. No. 61, at 11-13) Bair seems argue that, while it may be true that shareholders do not become involved in close corporations for the prospect of dividends, the circumstances surrounding the withholding of dividends in this case strengthens his argument that the Purcells have engaged in tortious behavior. After the redemption of the Greens and James’ shares, the remaining shareholders were Curtis Bair, Francis Purcell, Norma Purcell, Jessica Kiely, and Oliver Kiely, who became a shareholder in 2004 (Doc. No. 36, ¶ 152). With the exception of Norma Purcell (and Bair), the current shareholders are compensated by the company as directors, officers, employees, “consultants,” or some combination of the above. Because the other shareholders of the corporation do receive meaningful benefits from the corporation, Bair seems to suggests that the failure to declare dividends highlights the Purcells’ efforts to treat him differently and squeeze him out. In sum, Curtis Bair has presented evidence that, largely because of the Pur-cells’ actions, he went from being a shareholder, employee, officer, and director of Appalachian Baking, to being the only minority shareholder not related to the Purcells and not deriving a financial benefit from the company. Based upon Bair’s contentions discussed above and, particularly, Curtis Bair’s status as a minority interest holder in a closely held corporation in which he has no role and receives no meaningful benefit therefrom (in either pay or dividends), a reasonable fact-finder could find that the Purcells breached their fiduciary duty to Curtis Bair by freezing him out of the company. The Court, however, cannot say as a matter of law that Curtis Bair was freezed out, as there remain a number of factual disputes surrounding the alleged freeze out. For example, Defendants argue that Curtis Bair is to blame, at least in part, for his current situation. The Purcells explain that they did not deprive Curtis Bair of his employment with Appalachian Baking because they offered him different position within the company. The Purcells contend that, because additional stores were not scheduled to be opened, it did not make sense to have a position for vice president for store operations. (Doc. No. 61, at 15-16.) Moreover, at the same time the store operations position was eliminated, Cutis Bair was offered the position of store manager. (Id.) From the Purcells’ perspective, when Bair refused the alternative employment, he effectively quit. They further explain that, contrary to Curtis Bair’s presentation of the facts, the goal was not to eliminate him in order to bring in more family members: Jessica Kiely was offered the position as store manager only after it had been rejected by Bair. (Id.) They also explain that Bair was not “removed” from the board of directors or as an officer; rather, he was not re-elected for an additional term when his original term expired. They suggest that one reason Bair was not re-elected to these positions was his well-known desire to leave the business, as evidenced by his efforts to sell his shares to the Purcells or the company. Furthermore, the Purcells contend that any defect in the December 2003 meeting relating to notice was at least, in part, Bair’s fault since he was responsible for providing notice as corporate secretary. The Purcells dispute Bair’s claims that they or the company withheld corporate information from Bair, as he had access to the corporate records upon request, and further dispute Bair’s allegations relating to his asserted rights under the shareholders agreement, as Bair chose not to sign the agreement, even after corporate counsel encouraged him to become a party to the agreement. Thus, based on the record now before the Court, a reasonable fact-finder could likewise find that the Purcells did not breach their fiduciary duties to Bair. Throughout their submissions, the Pur-cells contend that the decisions that they made were “purely” business decisions and not abuses of their majority shareholder position. The Purcells argue that the “business judgment rule shields both Defendants from liability with respect to corporate decision.” (Doc. No. 33, at 8, 10 n. 4.) The “business judgment rule” insulates an officer or director of a corporation from liability for business decisions made: (1) in good faith; (2) where the director or officer is not interested in the subject of the business judgment; (3) is informed with respect to the subject of the business judgment to the extent he reasonably believes to be appropriate under the circumstances; and (4) rationally believes that the business judgment in question is in the best interests of the corporation. Cuker v. Mikalauskas, 547 Pa. 600, 692 A.2d 1042 (1997). However, the “business judgment rule” would not necessarily insulate Francis and Norma Purcell from liability in this case. Curtis Bair does not challenge the power of the corporation to manage its property and conduct its business affairs; rather, he contends that the Purcells have, in bad faith, prevented him from having any meaningful role in the closely held corporation and have engaged in efforts to deny him the benefits of his status as a shareholder. See Viener, 834 A.2d at 557 (finding that the business judgment rule did not insulate majority shareholder from liability for his breach of fiduciary duties); see also Orchard, 590 F.Supp. at 1558 (finding majority shareholder liable for breach of fiduciary duty where majority shareholder engaged in a systematic effort to exclude the minority shareholder from having a role with the corporation or deriving benefits therefrom). As explained by the Pennsylvania Superior Court in Viener, the “determination of this issue requires an analysis of the equitable relationship between [the minority and majority shareholders] and, therefore, does not implicate matters left to the business judgment of ... corporate officers or directors.” Id. at 557. Accordingly, the Court will not enter summary judgment on Count III. Counts IV and V: Negligent and Intentional Misrepresentation In Counts IV and V, Plaintiffs allege that Defendants Appalachian Baking, Francis Purcell, and Norma Purcell negligently or intentionally misrepresented “employment and business advancement opportunities” in order to induce Plaintiffs to leave Georgia and work for Appalachian Baking. (Doc. No. 4, at 30-34.) Plaintiffs additionally claim that Defendants made representations to induce Plaintiffs to continue working while “await[ing] Defendants compliance with the Buy-Out Agreement and employment agreements.” (Id.) In order to prevail on a claim for intentional misrepresentation, a plaintiff must establish: “(1) a representation; (2) that is material to the transaction at hand; (3) made falsely, with knowledge of its falsity or recklessness as to whether it is true or false; (4) with the intent of misleading another into relying on it; (5) justifiable reliance on the misrepresentation; and (6) resulting injury proximately caused by the reliance.” Porreco v. Porreco, 571 Pa. 61, 811 A.2d 566, 570 (2002). To demonstrate negligent misrepresentation, a plaintiff must establish: (1) a misrepresentation of a material fact; (2) made under circumstances in which the misrep-resenter ought to have known its falsity; (3) with an intent to induce another to act on it; and (4) which results in injury to a party acting in justifiable reliance on the misrepresentation. Huu Nam Tran v. Metro. Life Ins. Co., 408 F.3d 130, 136 n. 8 (3d Cir.2005); Gibbs v. Ernst, 538 Pa. 193, 647 A.2d 882, 890 (1994) (citing Restatement (Second) Tort § 552). Moreover, like any action in negligence, the plaintiff must prove that the defendant owed him a duty of care. Id. Plaintiffs contend that Defendants Francis and Norma Purcell made various representations about the potential employment and business opportunities at Appalachian Baking. For example, during a 1997 discussion between the Purcells and the Bairs, the Purcells represented that Curtis and Patrice Bair would play a role in the new company and the growth plan that would be used to develop the business. (Curtis Purcell First Supp. Decl. ¶ 7-8.) During this conversation, Francis Purcell represented that “if we helped make him a multi-millionaire, then [Francis] would make sure that we would get at least $1 million,” a representation that Francis Purcell repeated on other occasions. (Id. ¶ 9.) In other discussions occurring in late 1997 through August 1998 about the proposed new business venture, the Purcells and the Bairs discussed the “long-term role that [the Bairs] would play in the new company,” the plan to “open[] possibly two or three stores per year,” and the projection that “in about 5 years after [the Bairs relocated], Francis could retire and [Curtis] would take over running the company.” (Id. ¶¶ 10-12.) Curtis Bair further contends that the Purcells made the following claims: • Plaintiffs would have job security for at least ten years; • The Purcells “always would make sure that [the Bairs] were taken care of financially;” • Curtis Bair would always be an officer and director, be next in line to Francis Purcell, and would never be outranked by any of the Purcells’ children; • If the company sold sooner than 10 years after Curtis Bair joined it, Curtis Bair’s interest would be valued over $1 million dollars; • Plaintiffs would own at least 17% of the company; • The Purcells would make up the difference between the sales price of the Bairs’ home in Georgia and the purchase price of a house of the same square footage in the Pennsylvania/Maryland area; • Curtis Bair’s starting salary would be $55,000 per year with increases when additional stores opened; (Curtis Bair First Supp. Decl. ¶¶ 7-13); (see Doc. No. 4, ¶¶ 24-25, 34); (see also Patrice Bair Decl. ¶¶ 3-4, Doc. No. 55-11; Doc. No. 56, ¶ 64). Initially, the Court notes that several of the representations cited by Plaintiffs were contingent upon the occurrence of conditions precedent which were never fulfilled, and others appear to be statements regarding certain possibilities about the future of the company. Indeed, certain of these statements appear to be puffery, and reasonable reliance on the same is questionable. However, assuming that these statements were, in fact, material misrepresentations, Plaintiffs have not pointed to evidence that Defendants made the representations with the requisite intent necessary to establish a claim for intentional or negligent misrepresentation. See 2 Summ. Pa. Jur.2d Torts § 16:30 (“[T]he mere fact that a statement as to an intention concerning future conduct is unfulfilled does not make that statement fraudulent where there is no evidence that an intention to fulfill the promise did not exist at the time the statement was made.”); (see also Doc. No. 44, at 20) (Plaintiffs themselves suggest that the Purcells determined that Curtis Bair was “dispensable” “somewhere between April 2002 ... and August 2002,” which undermines their allegations that Defendants knew or should have known certain representations to be false when made in late 1997 through the Bairs’ July/August 2001 relocation). During the time preceding Plaintiffs’ relocation to Pennsylvania to work at the restaurant, the parties generally agree that the “Bairs enjoyed a long-standing friendship and a business relationship with the Purcell family,” (Oral Argument Tr. at 5; accord Doc. No. 36, ¶ 32; Norma Purcell Dep. at 9-12, Def. Ex. H, Doc. No. 32-2), and that it was not until early 2002, after the Bairs had begun working at Appalachian Baking, that this relationship began to deteriorate (see, e.g., Norma Purcell Dep. at 9-12, 15-21). The Bams and the Purcells had taken trips together; they had been involved in other business ventures together, id.; and the representations or statements were made in the context of discussions about what they hoped would be another shared business success. (See generally id.; Curtis Bair Dec!.; Curtis Bair First Supp. Dec!.; Patrice Bair Supp. Deck) The record shows that at the time the Purcells made these statements, they were talking with friends and colleagues about what they anticipated would be a successful business venture for all involved. Plaintiffs have not pointed to evidence suggesting otherwise; in other words, Plaintiffs have not pointed to evidence from which a jury could find that the Defendants made these pre-employment representations knowing that they were false, with reckless disregard as to their falsity, or under circumstances in which Defendants should have known the statements were false. Other evidence relating to the various pre-employment statements reinforce the Court’s finding that Francis and Norma Purcell lacked the requisite intent at the time they made the statements at issue. For instance, the Bairs claim that Purcells represented that “possibly two or three stores per year” would be opened (Curtis Bair First Supp. Deck ¶ 12), and that they relied to their detriment upon this statement and others relating to the company’s proposed growth plan. In fact, in September 1998, Francis Purcell negotiated a contract between Appalachian Baking and the Atlanta Bread Corporation which specifically imposed a duty on Appalachian Baking to “open at least three (3) franchise locations per twelve (12) consecutive months, with the first month commencing upon the opening of the Store to be opened pursuant to this Franchise Agreement.” (Franchise Agreement ¶ 3, PkEx. 3.) That Francis Purcell obligated Appalachian Baking to a contract calling for this type of expansion severely undercuts the Bairs’ assertion that Francis Purcell made these pre-employment representations relating to the company’s growth plan knowing they were false or under circumstances in which he should have known they were false. Plaintiffs also contend that the Purcells and Appalachian Baking made intentional or negligent misrepresentations after Plaintiffs were working at the restaurant to induce them “to continue to work at the company ... and await Defendants^] compliance with the buy-out agreement and employment agreements.” (Doc. No. 4, ¶¶ 106, 113). Specifically, the amended complaint states that in or around July 2002, Francis Purcell represented that he would purchase Curtis Bair’s shares pursuant to an oral buy-out agreement after he concluded the purchase of the other shareholders’ shares; Plaintiffs allege that they relied upon this representation in deciding to continue working at the restaurant, only to be terminated a month later. (Id. ¶¶ 60-63); (see also Doc. No. 55. At 36-37). Other than claiming that they detrimentally relied upon this July 2002 statement, Plaintiffs do not point to any specific injury proximately caused by their reliance on the statement. For example, Plaintiffs have not shown that they declined other business opportunities between July and August 2002, or that they otherwise changed their position to their detriment in reliance on the statement. Because Plaintiffs have not advanced evidence to support their allegation how they were injured by this alleged misrepresentation, the claim must fail, and summary judgment will be entered in Defendants’ favor. Count VI: Equitable and Promissory Estoppel In Count VI, Plaintiffs seek to estop Defendants Appalachian Baking and Francis and Norma Purcell “from denying the existence of the employment and stock buy-out agreements between the parties.” (Doc. No. 4, ¶ 124.) Plaintiffs captioned Count VI as an “equitable estop-pel” claim. (Doc. No. 4, at 34.) However, equitable estoppel is raised as an affirmative defense or as grounds to prevent a defend