Full opinion text
MEMORANDUM CHRISTOPHER C. CONNER, Chief Judge. Presently before the court in the above-captioned matter are the motion (Doc. 63) for summary judgment by defendant and counterclaimant Wells Fargo Insurance Services, USA, Inc. (‘Wells Fargo”) and the motion (Doc. 66) for partial summary judgment by plaintiff and counterdefen-dant Darrell Diodato (“Diodato”), each pursuant to Federal Rule of Civil Procedure 56(a). These motions present manifold issues, several of which are nuanced and complex. For the reasons that follow, the court will grant in part and deny in part each motion. I. Standard of Review Through summary adjudication the court may dispose of those claims that do not present a “genuine issue as to any material fact” and for which a jury trial would be an empty and unnecessary formality. See Fed. R. Civ. P. 56(a). The burden of proof is upon the non-moving party to come forth with “affirmative evidence, beyond the allegations of the pleadings,” in support of its right to relief. Pappas v. City of Lebanon, 331 F.Supp.2d 311, 315 (M.D.Pa.2004); Fed. R. Civ. P. 56(e); also Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). This evidence must be adequate, as a matter of law, to sustain a judgment in favor of the non-moving party. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250-57, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587-89, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986); see also Fed. R. Civ. P. 56(a), (e). Only if this threshold is met may the cause of action proceed. Pappas, 331 F.Supp.2d at 315. II. Statement of Material Facts Darrell Diodato (“Diodato”) was employed by Wells Fargo Insurance Services USA, Inc. (“Wells Fargo”) and its predecessor entities for thirty-six years as an insurance producer. (Doc. 65 ¶ 3; Doc. 73 ¶ 3). In that role, Diodato serviced existing insurance business and originated new insurance business. (Doc. 65 ¶ 4; Doc. 73 ¶ 4). Wells Fargo paid Diodato an annual salary of approximately $230,000, provided benefits, and purportedly covered his overhead costs and business expenses. (Doc. 65 ¶¶ 5-8; Doc. 73 ¶¶ 5(a)). Diodato contends that he paid certain business expenses directly, without reimbursement, including: (1) contributions to support fundraising activities; (2) funds to entertain business contacts at annual meetings of the Bowling Proprietors Association of Pennsylvania (“BPAP”) and the Bowling Proprietors Association of America (“BPAA”); (3) a $12,000 annual deduction from his gross commission revenue to account for costs relating to the annual endorsement of the BPAP; and (4) various amounts paid to maintain the goodwill of the two Wells Fargo account executives (“AEs”) who supported him. (Doc. 73 ¶ 6). Diodato specialized in brokering insurance for bowling alleys and family entertainment centers. (Doc. 65 ¶ 10; Doc. 73 ¶ 10). Diodato developed “numerous personal and business relationships with owners of family entertainment centers (including bowling centers)” and considers himself to be “the godfather” of the bowling alley insurance industry. (Doc. 65 ¶¶ 10-11; Doc. 73 ¶¶ 10-11). Diodato also developed relationships with the principals of four other entities who were insured as part of a captive insurance program: Car-etti, Inc., Sun Motor Cars, Inc., United Drilling, Inc., and Meckley Limestone Products, Inc. (Doc. 73 ¶ 10). Throughout his employment, Diodato gained an encyclopedic knowledge of bowling center operators and their specific insurance needs and risk management issues. (Doc. 65 ¶ 14; Doc. 73 ¶ 14). Diodato testified that approximately seventy percent (70%) of the revenue he generated was derived from bowling center owners and operators. (Doc. 65 ¶ 15; Doc. 73 ¶ 15). At the request of his supervisor, James Voltz (“Voltz”), Diodato executed the Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, NonSolici-tation, and Assignment of Inventions (the “TSA”) subject to this litigation on December 17, 2009. (See Doc. 65 ¶ 18; Doc. 73 ¶ 18; see also Doc. 65-3, Diodato Dep. Ex. A at 1-3, July 3, 2013 (“Diodato Dep.”). Diodato simultaneously executed the Wells Fargo Producer Plan (“Producer Plan”). (See Doc. 65 ¶ 19; see also Diodato Dep. Ex.’ E)). According to Diodato, Voltz forced him to sign the TSA and Producer Plan without an opportunity to review them and verbally represented that: (1) all producers were required to sign the TSA; (2) that Diodato would be terminated if he did not sign the TSA; and (3) that Diodato would receive one percent (1%) additional compensation for his entire book of business. (Doc. 73 ¶ 18(a)). Ostensibly, at least one producer, John Ford, was not required to execute a TSA. (See Doc. 73 ¶ 45(a)). The TSA identifies the consideration supporting the agreement as follows: “continued employment by a Wells Fargo company ..., the ability to participate in a new compensation plan containing new and additional benefits which include, but are not limited to, a guaranteed draw and an increased commission percentage for new and net new revenue generated in 2010.” (Diodato Dep. Ex. A at 1). The TSA also contains a confidentiality and non-disclosure provision. This provision expressly identifies the following information as falling within the ambit of protected trade secrets: “the names, address, and contact information for any of the Company’s customers and prospective customers, as well as other personal or financial information relating to any customer or prospect.” (Id.) The TSA further contains a non-solicitation provision, which provides, in pertinent part: I agree that for a period of two (2) years immediately following termination of my employment for any reason, I will not do any of the following, directly or indirectly or through associates, agents, or employees: b. solicit, participate in or promote the solicitation of any of the Company’s clients, customers, or prospective customers with whom I had Material Contact and/or regarding whom I received Confidential Information, for the purpose of providing products or services that are in competition with the Company’s products or services (“Competitive Products/Services”). “Material Contact” means interaction between me and the customer, client or prospective customer within one (1) year prior to my last day as a team member which takes place to manage, service or further the business relationship; or c. Accept insurance business from or provide Competitive Products/Services to customers or clients of the Company: i. with whom I had Material Contact, and/or ii. were clients or customers of the Company within six (6) months pri- or to my termination of employment. This two-year limitation is not intended to limit the Company’s right to prevent misappropriation of its Confidential Information beyond the two-year period. (Id. at 2). The TSA contains an integration clause acknowledging that the document constitutes the entire agreement between the parties and is a final expression of their collective intent. (Id. at 3).' It explicitly states that Diodato’s employment with Wells Fargo is “at will,” and that the TSA does not alter or modify his employment status. (Id. at 3). The companion Producer Plan identifies the “TSA Consideration” as follows: “For the 2010 Plan year only (January 1, 2010, through December 31, 2010), Participant will receive the following consideration for signing the new TSA for [Wells Fargo]: Additional 1% on New Revenue and Additional 1% on Net New Revenue.” (Id. Ex. E at 1). The Plan defines “Net New Revenue” as “new revenue recorded in 2010 less lost business.” (Id.) On April 27, 2011, Wells Fargo placed Diodato on administrative leave with pay, and on May 16, 2011, terminated his employment. (See Doc. 65 ¶¶ 37, 41; Doc. 73 ¶¶ 37(a), 41). Unsurprisingly, the parties offer drastically different accounts as to the reasons for Diodato’s discipline and ultimate termination. Diodato alleges that the TSA and Producer Plan were never a condition of producer employment with Wells Fargo. He contends that these agreements were part of an elaborate scheme by Wells Fargo to end his employment and eliminate Diodato’s access to his book of business. (Doc. 73 ¶ 18). According to Diodato, Voltz’s end game was to increase profitability by shedding Dioda-to’s salary while retaining revenues from his original book of business. (Id. ¶ 18(c)). The court notes that the only evidence supporting this version of events is Dioda-to’s declaration. (See id. (citing Doc. 73-1, Diodato Dec. ¶¶ 18-24 (“Diodato Dec. II”))). Contrarily, Wells Fargo asserts that Diodato brokered business without a properly executed brokerage agreement, solicited insurance business without a license, bound insurance coverage without the proper documentation, attempted to issue “dummy invoices”, and instructed staff to disregard rules, all in violation of Wells Fargo’s company policy. (Doc. 65 ¶ 27; Doc. 65-6, Voltz Dep. Ex. 40 July 12, 2013 (“Voltz Dep.”) (formal disciplinary notice identifying concerns)). In a formal warning letter to Diodato, Voltz also asserts that Diodato disrupted sales meetings “with abrasive and angry comments.” (Id.) Wells Fargo identifies an April 2011 incident as the final trigger for its decision to terminate Diodato. (Doc. 65 ¶ 29). According to Wells Fargo, Diodato forged the signature of Sun Motor Cars’ (“Sun”) chief financial officer on a warranty form appended to Sun’s insurance application, warranting that vehicles valued over $75,000 would be garaged overnight. (Id. ¶¶ 29-31). Diodato concedes that he signed the form as Sun’s chief financial officer, but he claims that he simply sought to obtain a quote for Sun’s insurance coverage. (See Doc. 73 ¶¶ 30-31). He flatly denies that his actions constitute “forgery,” noting that Sun’s officer ultimately signed the final application before coverage was bound. (See id.) The issue of the forged signature came to the surface when a luxury vehicle was stolen from Sun’s outdoor lot in April of 2011. (Id. ¶ 33). The insurer denied coverage because Sun did not garage the vehicle as warranted. (Id. ¶¶ 30, 33). Wells Fargo eventually reimbursed Sun for the $82,107 loss in lieu of the booked insurance. (See id. ¶ 34). Wells Fargo thereafter placed Diodato on administrative leave. (Id. ¶ 37). Following an audit in which many of- Diodato’s accounts scored poorly, Wells Fargo terminated his employment on May 16, 2011. (See Doc. 65 ¶¶ 39-41; Doc. 67 ¶ 3). Following Diodato’s termination, Wells Fargo generated and distributed to its clientele approximately fifty three (53) insurance-related documents which identified Diodato as the producer on their respective accounts. (See Doc. 65 ¶ 48; Doc. 73 ¶ 48). Wells Fargo continued to run advertisements in Roller Skating International Association’s magazine, Roller Skating Business, using Diodato’s name until at least February of 2012 and continued to identify him as a producer on the Wells Fargo website months after his termination. (Doc. 73 ¶49). Diodato did not consent to the continued use of his name by Wells Fargo. (Id.) On July 20, 2011, Wells Fargo issued a letter to Diodato’s former clients advising of a “personnel change” and informing them that Diodato’s AJEs, Kay Plank (“Plank”) and Noreen McKendrick (“McKendrick”), “have a combined 35 years of experience with bowling alley clients” and “are still here to work with you.” (Doc. 65 ¶¶ 52-55; Doc. 73 ¶ 52). Diodato personally advised his non-bowling industry accounts that he was no longer with Wells Fargo. (Doc. 65 ¶ 57; Doc. 73 ¶ 57). In approximately July of 2011, Diodato began working with Christian Baker Company (“Christian Baker”), a competitor of Wells Fargo. (Doc. 67 ¶ 45; Doc. 77 ¶ 45). Diodato remained with Christian Baker from July of 2011 until “early 2013,” when he began working for American Insurance Administrators, Inc. (“ALA”), another competitor of Wells Fargo. (See Doc. 67 ¶¶ 45-46; Doc. 77 ¶¶ 45-46). In his declaration, Diodato “denies that he solicited contacts that he previously managed at [Wells Fargo]” but also “freely acknowledges that he maintained long-standing personal connections with many of his contacts and regards many of these persons as personal friends.” (Doc. 67 ¶¶ 47-48; Doc. 77 ¶¶ 47-48). Diodato admits that many of the clients he serviced at Wells Fargo “left or removed their accounts from [Wells Fargo] in the period following [his] termination.” (Doc. 67 ¶ 51; Doc. 77 ¶ 51). He also acknowledges that some of these customers asked him how to transfer their business from Wells Fargo to another broker. (Doc. 67 ¶ 54; Doc. 77 ¶ 54). Diodato does not deny that he was in regular business-related contact with his Wells Fargo customers throughout the duration of the non-solicitation period. (See Doc. 67 ¶¶ 65-69; Doc. 77 ¶¶ 65-69 (citing inter alia Doc. 75, Ex. A, Diodato PP (email response to Diodato from client noting that he “sent that request for transfer to Wells Fargo as you had asked”))). Wells Fargo sent cease and desist letters to Christian Baker and AIA in September of 2011 and September of 2012, informing both firms of Diodato’s breach of the TSA and demanding that each ensure Diodato’s compliance with the TSA’s terms. (See Doc. 67-6 at 12-27). As of June 2013, approximately seventy three (73) of Dioda-to’s former accounts had transferred to another broker. (Doc. 67 ¶ 73; Doc. 77 ¶ 73). III. Procedural History Diodato commenced this civil action by filing an eleven (11) count complaint (Doc. 1-2) on November 9, 2012, in the Court of Common Pleas for Cumberland County, Pennsylvania. Wells Fargo timely removed the litigation to this court on December 10, 2012, pursuant to 28 U.S.C. § 1446, (Doc. 1), and filed an answer and counterclaim (Doc. 5) on December 17, 2012. Diodato filed an answer (Doc. 9) to Wells Fargo’s counterclaim on January 16, 2013. After a period of discovery, and several discovery disputes addressed by Chief Magistrate Judge Martin C. Carlson, both parties moved for summary judgment. (Docs. 63, 66). The motions are fully briefed (Docs. 64, 68, 74, 75, 79, 80) and supplemented by lengthy statements and counterstatements of fact. (Docs. 65, 67, 73, 77). This matter is ripe for disposition. IV. Discussion A. Wells Fargo’s Motion for Summary Judgment Diodato asserts the following eleven claims in his complaint: fraudulent misrepresentation and inducement (Count I); breach of contract—good faith and fair dealing (Count II); breach of contract (Count III); violation of Pennsylvania’s Wage Payment and Collection Law (“WPCL”), 43 Pa. Stat. § 260.1 et seq. (Count IV); defamation (Count V); commercial disparagement (Count VI); unauthorized use of name or likeness in violation of 42 Pa. Cons.Stat. § 8316 (Count VII); unjust enrichment (Count VIII); declaratory judgment (Count IX); unfair competition (Count X); and violation of 15 U.S.C. § 1125 (the “Lanham Act”) (Count XI). Wells Fargo moves for summary judgment as to each claim, asserting that the record is devoid of evidence supporting Diodato’s theories of liability and that it is entitled to judgment as a matter of law. 1. Count I: Fraudulent Inducement The gravamen of Diodato’s fraudulent inducement claim is that Wells Fargo induced him to sign the TSA as a precursor to termination of his employment and cutting off access to his long-time clients. (Doc. 1-2 at ¶¶ 102-19). In other words, Diodato contends that Wells Fargo fraudulently induced him to agree to the restrictive TSA and “actively concealed” its intent to terminate his employment thereafter. (Id. ¶ 108). Wells Fargo argues that the fraudulent inducement claim is a misguided, transparent attempt by Dioda-to to circumvent Pennsylvania’s at-will employment doctrine and to assert an otherwise prohibited claim for wrongful termination. (Doc. 64 at 13). Wells Fargo also posits that Diodato has adduced no evidence of fraud or fraudulent intent, and that the gist of the action and economic loss doctrines bar his claim. (Id.) At the outset, the court rejects Wells Fargo’s argument with respect to at-will employment. Wells Fargo is correct that the courts of the Commonwealth generally adhere to the employment at-will doctrine, which allows employers to terminate employees “for any reason or for no reason” unless a contract between the parties provides otherwise. Pipkin v. Pa. State Police, 548 Pa. 1, 693 A.2d 190, 191 (1997) (quoting Stumpp v. Stroudsburg Mun. Auth., 540 Pa. 391, 658 A.2d 333, 335 (1995)); see also Fraser v. Nationwide Mut. Ins. Co., 352 F.3d 107, 111 (3d Cir.2003) (noting the general rule in Pennsylvania that “at-will employees may be terminated for any reason or for no reason ... [unless] doing so would offend ... public policy”). The doctrine does not bar every claim arising from at-will employment relationships; rather, it precludes only those claims arising from the decision to terminate the employee. See Martin v. Hale, 699 A.2d 1283, 1287 (Pa.Super.Ct.1997). Pennsylvania courts have held, for example, that tort claims arising independently of the decision to terminate employment are not barred by the at-will employment doctrine. E.g., id. at 1287 (observing that “a torts action grounded on an assertion of fraudulent inducement to accept employment is distinct from and does not depend upon a wrongful discharge claim or breach of employment contract claim”) (citing Lokay v. Lehigh Valley Cooperative Farmers, Inc., 342 Pa.Super. 89, 492 A.2d 405, 410 (1985)). Diodato challenges not only his termination, but also representations purportedly made to induce him to agree to the TSA. His theory of fraud liability falls squarely within this established exception. (See Doc. 74 at 13 (“Rather, Count I alleges that [Wells Fargo] made fraudulent inducements to obtain [Diodato’s] signature on the TSA, which [Wells Fargo] then used as an improper restraint against his ability to engage in lawful employment.”)). That the claim is not barred outright does not end the court’s inquiry, however, because Wells Fargo also lodges a threefold attack at the merits of the fraudulent inducement claim, contending: first, that the gist of the action and economic loss doctrines bar the claim; second, that Dio-dato fails to adduce evidence of fraud; and third, that the parol evidence rule precludes admission of the evidence Diodato does cite. Because the court concludes that Diodato’s fraudulent inducement claim sounds in contract and is barred by the gist of the action doctrine, the court will not address Wells Fargo’s remaining arguments. For breach of a contract to constitute an actionable common law tort, the allegedly tortious conduct at issue “must be the gist of the action, the contract being collateral.” eToll, Inc. v. Elias/Savion Adven, Inc., 811 A.2d 10, 14 (Pa.Super.Ct.2002). The gist of the action doctrine bars a tort claim when (1) the claim arises from a contract between the parties; (2) the duties breached were created by the contract; (3) liability derives from the contract; or (4) the success of the tort claim is wholly dependent upon the contract’s terms. Id. at 19. When applying the gist of the action doctrine, the Pennsylvania Superior Court has explained that “a claim should be limited to a contract claim when ‘the parties’ obligations are defined by the terms of the contracts, and not by the larger social policies embodied by the law of torts.’ ” Id. at 14 (quoting Bohler-Uddeholm Am., Inc. v. Ellwood Group, Inc., 247 F.3d 79, 104 (3d Cir.2001)). In other words, the court must inquire as to the source of the duties allegedly breached: “if the duties in question are intertwined with contractual obligations, the claim sounds in contract, but if the duties are collateral to the contract, the claim sounds in tort.” Knit With v. Knitting Fever, Inc., 2009 WL 3427054, at *5, 2009 U.S. Dist. LEXIS 98217, *13-14 (E.D.Pa. Oct. 20, 2009) (quoting Sunburst Paper, LLC v. Keating Fibre Int’l, Inc., No. 06-3959, 2006 WL 3097771, at *1, 2006 U.S. Dist. LEXIS 78890, at *2 (E.D.Pa. Oct. 30, 2006)). Diodato cites Sullivan v. Chartwell Investment Partners, LP, 873 A.2d 710 (Pa.Super.Ct.2005) for the proposition that the gist of the action doctrine does not operate to “bar a fraud claim stemming from the fraudulent inducement to enter into a contract.” (Doc. 74 at 14 (citing Sullivan, 873 A.2d at 719)). Diodato ignores a crucial caveat in the Sullivan decision: the Commonwealth’s Superior Court did not find that the doctrine is eategori-cally inapplicable to fraudulent inducement claims; rather, the court observed that the gist of the action doctrine “would not necessarily bar a fraud claim stemming from the fraudulent inducement to enter into a contract.” Sullivan, 873 A.2d at 719 (citing eToll, 811 A.2d at 19) (emphasis added). As a consequence of this equivocal language, case law as developed in the wake of eToll and Sullivan is less than pellucid. As one court recently observed, “[t]he most that can be said of the case[]law in this area is that the gist-of-the-action doctrine will not always bar a fraudulent inducement claim.” Guy Chem. Co. v. Romaco N.V., No. 3:06-96, 2007 WL 184782, at *5, 2007 U.S. Dist. LEXIS 4287, at *17 (W.D.Pa. Jan. 22, 2007) (emphasis added). This court recently had the opportunity to analyze the current state of this area of law in Agrotors, Inc. v. Ace Global Markets, No. 1:13-cv-1604, 2014 WL 690623, at *4-5, 2014 U.S. Dist. LEXIS 22560, at *11-13 (M.D.Pa. Feb. 22, 2014) (Conner, C.J.). Rejecting Agrotor’s position that all fraudulent inducement claims are necessarily collateral to the contract, the court observed that, in reality, “the state of the case law is much more complex.” Id. at *4, 2014 U.S. Dist. LEXIS 22560 at *11. In Agrotors, this court adopted the comprehensive analysis of the doctrine undertaken by the Honorable Stewart Dalzell in Vives v. Rodriguez, 849 F.Supp.2d 507 (E.D.Pa.2012), summarizing that decision as follows: In Vives, the court recognized that the Pennsylvania Superior Court has adopted a bright line rule providing that the “gist of the action” doctrine bars claims of fraud in the performance of a contract but does not bar claims for fraud in the inducement. However, the Vives court also recognized that the Third Circuit, as well as district courts within the Third Circuit, have determined that the “gist of the action” doctrine may bar claims for fraud in the inducement “where the false representations concerned duties later enshrined in the contract.” These federal cases also warned against any reliance on the distinction between fraudulent inducement and fraudulent performance claims, instead emphasizing that the doctrine requires a fact-intensive analysis. The Vives court ultimately sided with the authority within the Third Circuit and predicted that the Pennsylvania Supreme Court would find that the “gist of the action” doctrine bars fraudulent inducement claims based upon “misrepresentations as to a party’s intent to perform under a contract.” Agrotors, 2014 WL 690623, at *4, 2014 U.S. Dist. LEXIS 22560, at *11-13 (citing Vives, 849 F.Supp.2d at 518-20). Other district courts within the Third Circuit Court of Appeals have adopted the Vives decision. See Irish Isle Provision Co., Inc. v. Polar Leasing Co., Inc., No. 4:12-cv-00778, 2013 WL 6077362, at *5-6, 2013 U.S. Dist. LEXIS 164349, at *14-18 (M.D.Pa. Nov. 19, 2013); Oldcastle Precast, Inc. v. VPMC, Ltd., No. 12-6270, 2013 WL 1952090, at *9-11, 2013 U.S. Dist. LEXIS 67481, at *27-30 (E.D.Pa. May 13, 2013); Bengal Converting Servs. v. Dual Printing, Inc., No. 11-6375, 2012 WL 831965, at *3-4, 2012 U.S. Dist. LEXIS 33156, at *8-11 (E.D.Pa. Mar. 12, 2012). Neither the Pennsylvania Supreme Court nor the Third Circuit has ruled otherwise since this court’s decision in Agrotors. Hence, the court must examine the relationship between Diodato’s simultaneously pleaded fraudulent inducement and contract claims and determine whether the two are “interwoven,” precluding his tort claim, or whether the fraud claim is “collateral” to the TSA. See Bengal, 2012 WL 831965, at *3-4, 2012 U.S. Dist. LEXIS 33156, at *10 (“In other words, if the duties in question are intertwined with contractual obligations, the claim sounds in contract, but if the duties are collateral to the contract, the claim sounds in tort.”) (citing Sunburst Paper, 2006 WL 3097771, at *1, 2006 U.S. Dist. LEXIS 78890, at *2). Viewed thusly, the doctrine bars Diodato’s fraudulent inducement claim. Diodato contends that Voltz induced him to sign the TSA by representing that: (1) Wells Fargo producers were required to sign the TSA as a condition of their continued employment, and (2) as consideration for the TSA, Diodato would receive an additional one percent (1%) payment on the commissions from his 2009 book of business. (See Doc. 74 at 10-11; Diodato Dec. ¶¶ 18-19). Each of these representations is expressly addressed by the plain terms of the TSA and Producer Plan. (Diodato Dep. Ex. A at 1 (acknowledging TSA is executed “[i]n consideration for my continued employment by a Wells Fargo company”); Ex. E at 1 (“For the 2010 Plan year only (January 1, 2010 through December 31, 2010), [Diodato] will receive the following consideration for signing the new TSA ...: Additional 1% on New Revenue and Additional 1% on Net New Revenue.”)). These representations similarly are integral to Diodato’s breach of contract claim. (See Doc. 1-2 ¶¶ 128-34 (alleging that the Producer Plan provided, and Voltz promised, that Diodato would receive additional one percent (1%) payment and that Wells Fargo failed to make said payment, in breach of its contract)). In fact, Diodato’s fraudulent inducement claim is not based on a single representation that is not contemplated by his breach of contract claim. In other words, nothing in the record establishes that Wells Fargo made a representation beyond the scope of the TSA. Cf. Williams, 93 Fed.Appx. at 386 (when defendants induced plaintiffs to buy gaming assets for a set price on an exclusive basis while secretly marketing to other buyers, fraud in the inducement claim sounds in contract and is barred by gist of the action doctrine); Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 488 (E.D.Pa.2014) (observing that gist of the action doctrine bars fraudulent inducement claim unless “pre-contraetual statements were outside the scope of the eventual contract”); Irish Isle Provision Co., 2013 WL 6077362, at *6, 2013 U.S. Dist. LEXIS 164349, at *17 (dismissing fraudulent inducement claim when statements “do not demonstrate a relationship collateral to the contract as required to survive the gist of the action doctrine”); Penn City Invs., Inc. v. Soltech, Inc., No. 01-5542, 2003 WL 22844210, 2003 U.S. Dist. LEXIS 22321 (E.D.Pa. Nov. 25, 2003) (when “pre-contraetual statements concerned specific duties that the parties later outlined in the contract,” doctrine bars fraudulent inducement claim). Measured against this authority, the court concludes that Diodato’s breach of contract claim subsumes any separate claim for fraudulent inducement. The court will grant summary judgment to Wells Fargo with respect to Count I. 2. Counts II & III: Breach of Contract & Breach of the Duty of Good Faith & Fair Dealing Diodato sets forth two contract claims in his complaint: one for breach of the terms of the TSA, and one for breach of the TSA’s implied duty of good faith and fair dealing. (Doc. 1-2 ¶¶ 120-36). To prevail on a claim for breach of contract under Pennsylvania law, a plaintiff must prove the following: (1) the existence of a contract, including its essential terms; (2) defendant’s breach of duty imposed by the terms; and (3) actual loss or injury as a direct result of the breach. See Ware v. Rodale Press, Inc., 322 F.3d 218, 225 (3d Cir.2003) (quoting CoreStates Bank, N.A. v. Cutillo, 723 A.2d 1053, 1058 (Pa.Super.Ct.1999)). Diodato asserts that Wells Fargo breached the TSA by failing to pay him earned compensation subsequent to his termination and by enforcing the agreement in bad faith. The court will address each of the alleged breaches in turn. a. Failure to Make Payments Diodato contends that Wells Fargo failed to compensate him as required by the TSA. He specifically alleges that Wells Fargo failed to pay him a guaranteed draw, increased commission for new revenue and net new revenue generated in 2010, and an “additional one percent (1%) payment.” {See Doc. 1-2 ¶¶ 131-34). Wells Fargo responds that undisputed record evidence establishes that Diodato was paid in accordance with the Producer Plan and that it is entitled to summary judgment on this claim. (Doc. 64 at 19-20). Wells Fargo cites the deposition testimony of John Kluxen, a Wells Fargo employee, who reviewed Diodato’s paycheck dated March 18, 2011, and testified that Diodato received a $1,186.79 payment on that date, representing one percent (1%) of new and net new revenue generated by accounts he serviced in 2010. {See Doc. 65-5, Kluxen Dep. 71:5-74:10, May 31, 2013 (“Kluxen Dep.”)). Diodato does not respond to this evidence or otherwise support the allegations of his complaint in opposition to Wells Fargo’s motion. (See Doc. 74 at 22-26). Courts within the Third Circuit have routinely held that a non-movant’s failure to offer any response to an opposing party’s summary judgment arguments constitutes an abandonment of claims left undefended. See Nissan World, LLC v. Mkt. Scan Info. Sys., No. 05-2839, 2014 WL 1716451, at *10, 2014 U.S. Dist. LEXIS 59902, at *31 (D.N.J. Apr. 30, 2014) (“Failing to raise an argument in opposition to a motion for summary judgment constitutes a waiver of that argument.”); Mills v. City of Harrisburg, 589 F.Supp.2d 544, 558 n. 15 (M.D.Pa.2008) (deeming abuse of process and emotional distress claims to be “abandoned” and granting summary judgment to defendants when counsel failed to respond to arguments raised against those claims) (citing Smith v. Lucas, No. 4:05-cv-1747, 2007 WL 1575231, at *3-4, 2007 U.S. Dist. LEXIS 39655, at *10 (M.D.Pa. May 31, 2007) (holding that plaintiff abandoned claims by failing to respond to them in opposition to summary judgment); Clarity Software, LLC v. Allianz Life Ins. Co. of N. Am., No. 2:04-cv-1441, 2006 WL 2346292, at *2, 2006 U.S. Dist. LEXIS 56217, at *5 (W.D.Pa. Aug. 11, 2006) (same); Cacciatore v. Cnty. of Bergen, No. 02-1404, 2005 WL 3588489, at *1 n. 1, 2005 U.S. Dist. LEXIS 37568, at *1 n. 1 (D.N.J. Dec. 30, 2005)). In the exercise of caution, the court notes that the record is devoid of probata in support of the allegata. See Morris v. Orman, No. 87-5149, 1989 WL 17549, at *8, 1989 U.S. Dist. LEXIS 1876, at *8 (E.D.Pa. Mar. 1, 1989) (emphasizing that “the burden is on the [non-movant], not the court, to cull the record and affirmatively identify genuine, material factual issues sufficient to defeat a motion for summary judgment”) (citing Childers v. Joseph, 842 F.2d 689 (3d Cir.1988)). Thus, Diodato’s breach of contract claim, as articulated in his complaint, fails to survive summary judgment. In lieu of defending the allegations of his complaint, Diodato articulates an amended claim for breach of contract in his opposition brief, contending for the first time that Wells Fargo failed to pay more than one year’s worth of commission due upon his termination and failed to reimburse him for work-related expenses. (See Doc. 74 at 22 (alleging that Wells Fargo terminated Diodato when “approximately one year of his past commissions had been lawfully earned but unpaid” and “his expenses for April 2011 ... were on his desk ... and never provided to him despite demand”)). It is well-settled that Diodato “may not amend his complaint in his brief in opposition to a motion for summary judgment.” Bell v. City of Phila., 275 Fed.Appx. 157, 160 (3d Cir.2008) (non-precedential) (citing Shanahan v. City of Chi, 82 F.3d 776, 781 (7th Cir.1996)). With reliance on Bell, district courts within the Third Circuit routinely reject such attempts. See, e.g., Ripple v. Olympic Steel, Inc., No. 12-cv-2234, 2014 WL 509200, at *2, 2014 U.S. Dist. LEXIS 17528, at *5-6 (M.D.Pa. Feb. 10, 2014) (rejecting attempt to transform actual disability claim under the Americans with Disabilities Act into perceived disability claim at summary judgment as a “failed attempt ... to change horses midstream”); Thomas v. East Orange Bd. of Educ., 998 F.Supp.2d 338, 349-50 (D.N.J.2014) (plaintiff cannot assert an aiding and abetting discrimination claim for the first time in her opposition to motion for summary judgment); Duran v. Merline, 923 F.Supp.2d 702, 723-24 (D.N.J.2013) (summary judgment appropriate on access to courts claim when plaintiff attempted to cite two additional instances of misconduct in opposition brief which were absent from plaintiffs complaint); Boles v. City of Phila. Water Dep’t, No. 06-1609, 2010 WL 2044473, at *6, 2010 U.S. Dist. LEXIS 50686, at *18 (E.D.Pa. May 21, 2010) (plaintiff may not transform disparate treatment claim into retaliation claim through brief opposing summary judgment); see also Baklayan v. Ortiz, No. 11-3943, 2012 WL 3560384, at *3, 2012 U.S. Dist. LEXIS 115712, at *9 (D.N.J. Aug. 15, 2012) (applying Bell to Rule 12(b)(6) motion to dismiss). Summary judgment is appropriate for this reason alone. Notwithstanding Bell, Diodato fails to offer evidence which, if accepted by the jury, establishes that Wells Fargo breached a payment obligation under the TSA. Diodato acknowledges that the Producer Plan governed his compensation structure during his tenure with Wells Fargo and that the Plan provides: “Credited Commissions are deemed earned once the Participant’s Eligible Revenue has been collected by [Wells Fargo].” (Doc. 73 ¶ 5(d)). According to the Plan, “[c]ommission payments earned under the Plan will be made within 45 days after the Participant’s payment period ends” and that “payments earned ... must be made to the Participant no later than March 15th after the end of the Plan year.” (Diodato Dep. Ex E at ¶ 5(E)). The Plan further states that terminated participants “will be paid Credited Commissions earned through the Participant’s termination date less any Draw paid.” {Id. at ¶ 6(A)). Diodato alleges that Wells Fargo failed to pay him “approximately” one year of past commissions in addition to “estimated” expenses of $750. (Doc. 74 at 22). He cites to his own declaration, wherein he states that Wells Fargo’s commission payment structure was contrary to the terms of the Producer Plan and that Wells Fargo collected commission-eligible revenue for his accounts up to a year before remitting payment to Diodato. (Diodato Dec. ¶¶ 10-12). According to Diodato, when Wells Fargo ceased paying him in May of 2011, two elements of his compensation remained unpaid: Diodato’s share of commissions collected by Wells Fargo in 2010 but not paid in 2011, and all commissions collected' by Wells Fargo in 2011 until Diodato’s termination date. (Id.) Yet, Dio-dato directs the court to no evidence other than his own affidavit to support his position. Diodato also argues that Wells Fargo must reimburse him for an estimated $750 in expenses. (Doc. 74 at 24 (citing Diodato Dec. 2 ¶ 60)). The Producer Plan provides that Wells Fargo will reimburse its producers for “reasonable business, travel and entertainment expenses” subject to its reimbursement and auto policies with prior management approval. (Diodato Dep. Ex. E at ¶ 5(E)). Wells Fargo admits that it often reimbursed Diodato for business expenses. (See Doc. 65 ¶ 8). As a result, it is plausible that Wells Fargo may, under certain circumstances and assuming requisite proof, be liable to Diodato for breach of contract for failure to reimburse expenses. (Id.) Diodato contends that “the information that would substantiate [his expenses] was on his desk as of his last day at [Wells Fargo] and [Wells Fargo] has refused to provide the same to him.” (Diodato Dec. ¶ 60). Wells Fargo notes— and Diodato does not refute—that Diodato never sought any such documents in his fifty-eight (58) separate requests for documents. (See Doc. 64 at 23 n. 5). On this matter, the court concludes that Diodato has not established a genuine issue of material fact sufficient to survive summary judgment. Notwithstanding months of discovery and ample opportunity to develop a record, Diodato is before the court with nothing but his own unsupported assertion that he is entitled to some vague and ill articulated amounts of compensation and reimbursements. (Doc. 74 at 23 (quoting Producer Plan but contending, with reliance only on his own assertion, that Wells Fargo did not follow it); id. at 24 (requesting expenses of “approximately” $750)). Diodato fails to direct the court to any objective evidence in support of his assertions. The Third Circuit has held repeatedly that such a showing cannot survive a motion for summary judgment. See Kirleis v. Dickie, McCamey & Chilcote, P.C., 560 F.3d 156, 161 (3d Cir.2009) (“Conclusory, self-serving affidavits are insufficient to withstand a motion for summary judgment.”); Podobnik v. United States Postal Serv., 409 F.3d 584, 594 (3d Cir.2005) (“[T]o survive summary judgment, a party must present more than just ‘bare assertions, conclusory allegations or suspicions’ to show the existence of a genuine issue.”); Solomon v. Soc’y of Auto. Eng’rs, 41 Fed.Appx. 585, 586 (3d Cir.2002) (affirming court’s entry of judgment when “the only evidence in support of [plaintiffs] claims was [plaintiffs] own testimony”). Cf. O’Donnell v. Passport Health Commc’ns, No. 11-3231, 2013 WL 1482621, at *9-14, 2013 U.S. Dist. LEXIS 51432, at *27-41 (E.D.Pa. Apr. 10, 2013) (denying summary judgment when parties submitted competing evidence as to when compensation was “earned” and amount of expenses for which plaintiff sought- reimbursement was established by evidentiary support). This evidentiary deficiency compounds Diodato’s failure to plead these claims in the first instance and is fatal to the compensation aspect of his breach of contract claim. This evidentiary vacuum similarly defeats Diodato’s WPCL claim in Count IV. Claims for violation of the WPCL are entirely contingent upon proof of a contractual obligation to pay wages and an attendant breach of that obligation. See Sheils v. Pfizer, Inc., 156 Fed.Appx. 446, 451-52 (3d Cir.2005) (affirming district court’s grant of summary judgment on WPCL claim when plaintiff failed to prove that defendant breached a contractual obligation to pay him earned wages); see also Oberneder v. Link Comp. Corp., 548 Pa. 201, 696 A.2d 148, 150 (1997) (“The [WPCL] provides employees a statutory remedy to recover wages ... that are contractually due to them.” (emphasis added) (citing Killian v. McCulloch, 850 F.Supp. 1239, 1255 (E.D.Pa.1994))). Although Diodato does not expressly concede this point, he conflates his WPCL and breach of contract analyses in his opposition papers, implicitly agreeing that the claims rise and fall together. {See Doc. 74 at 22-26). For these reasons, the court will grant Wells Fargo’s motion with respect to the WPCL claim. b. Failure to Implement and Perform TSA in Good Faith Diodato states a separate claim against Wells Fargo for breach of the implied duty of good faith and fair dealing under the TSA. Pennsylvania courts have adopted Section 205 of the Restatement (Second) of Contracts, which provides that every contract imposes a “limited duty” of good faith and fair dealing on each party in performing and enforcing the same. See Baker v. Lafayette College, 350 Pa.Super. 68, 504 A.2d 247, 254 (1985) (citing and adopting Restatement (Second) of Contracts § 205). This implied “duty to perform contractual obligations in good faith does not evaporate merely because the contract is an employment contract, and the employee has been held to be an employee at will.” Somers v. Somers, 418 Pa.Super. 131, 613 A.2d 1211, 1213 (1992). The court observes as a threshold matter that much of Diodato’s claim pertains to conduct predating the contract’s execution. (Doc. 74 at 17 (emphasizing Wells Fargo’s efforts to obtain his signature and use the TSA to prevent his access to the market)). Diodato contends, for example, that Wells Fargo entered into the TSA with the intent of using pretextual grounds to terminate his employment, (Doc. 1-2 ¶ 123), and that this intent violates the covenant of good faith. Notably, the duty of good faith and fair dealing does not extend to contract formation and pertains only to the performance of the contract itself. See Novinger Grp., Inc. v. Hartford Ins., Inc., 514 F.Supp.2d 662, 671-72 (M.D.Pa.2007) (Conner, C.J.) (dismissing claim based solely on defendant’s actions and intentions preformation) (quoting Falbo v. State Farm Life Ins. Co., No. 96-5540, 1997 WL 116988, at *2-3, 1997 U.S. Dist. LEXIS 2687, at *7 (E.D.Pa. Mar. 13, 1997)). To the extent Diodato contends Wells Fargo violated the duty of good faith and fair dealing by inducing him to execute the agreement in the first instance, the law forecloses his claim. In any event, a claim for breach of the duty of good faith and fair dealing does not lie separately from the terms of the contract itself. See Burton v. Teleflex, Inc., 707 F.3d 417, 432-33 (3d Cir.2013); see also Stewart v. SWEPI, LP, 918 F.Supp.2d 333, 343-44 (M.D.Pa.2013) (“Pennsylvania does not recognize a separate cause of action for breach of the covenant ‘because such a breach is merely a breach of contract.’ ”) (citing LSI Title Agency, Inc. v. Eval. Servs., Inc., 951 A.2d 384, 392 (Pa.Super.Ct.2008) (observing that a “claim for breach of the implied covenant of good faith and fair dealing is subsumed in a breach of contract claim”)); McHale v. NuEnergy Grp., No. 01-4111, 2002 WL 321797, at *8, 2002 U.S. Dist. LEXIS 3307, at *22-23 (E.D.Pa. Feb. 27, 2002) (concluding that “Pennsylvania law would not recognize a claim for breach of covenant of good faith and fair dealing as an independent cause of action separate from the breach of contract claim”). Stated differently, a good faith and fair dealing claim “must always be grounded in a specific provision of a contract” rather than some abstract or perceived social policy. Nationwide Ins. Indep. Contrs. Ass’n v. Nationwide Mut. Ins. Co., 518 Fed.Appx. 58, 62 (3d Cir.2013) (citing Burton, 707 F.3d at 433; Northview Motors, Inc. v. Chrysler Motors Corp., 227 F.3d 78, 91 (3d Cir.2000) (noting that a claim for breach of the duty of good faith and fair dealing cannot be “divorced from the specific clauses of the contract”)); see also Heritage Surveyors & Eng’rs, Inc. v. Nat’l Penn Bank, 801 A.2d 1248, 1253 (Pa.Super.Ct.2002) (explaining that duty of good faith arises under the law of contracts rather than implicating the broader social policies of the law of torts). These principles defeat Diodato’s claim. Diodato offers broad, conspirative theories with respect to Wells Fargo’s intentions in terminating his employment but does not identify a single provision of the TSA that Wells Fargo allegedly violated. (See Doc. 74 at 19-21). Nothing about Diodato’s claim is “grounded in a specific provision of the contract.” Nationwide Ins., 518 Fed.Appx. at 62. Indeed, rather than identifying a breach of the TSA, Diodato’s summary of the law devolves rapidly into an attack of Wells Fargo’s reasons for terminating his employment. (See Doc. 74 at 19-21). Diodato clearly attempts to circumvent the at-will employment doctrine by transforming a prohibited wrongful termination claim into a contractual bad faith claim. Pennsylvania courts have expressly rejected such a course. See Donahue v. FedEx, 753 A.2d 238, 243 (Pa.Super.Ct.2000) (holding that appellant “cannot as a matter of law maintain an action for breach of the implied duty of good faith and fair dealing, insofar as the underlying claim is for termination of an at-will employment relationship”); cf. Baker, 504 A.2d at 255-56 (allowing at-will employee to proceed on breach of implied duty of good faith and fair dealing theory when employee identified specific provision of the contract that employer allegedly failed to perform in good faith). Because Diodato has failed to establish a bad faith breach of any provision of the TSA, the court will grant Wells Fargo’s motion for summary judgment with respect to his bad faith claim. 3. Counts V & VI: Defamation and Commercial Disparagement Diodato asserts the following in support of his defamation and commercial disparagement claims: (1) that Voltz informed John Zukus (“Zukus”), a Wells Fargo business manager, that Diodato’s actions were “not in Wells Fargo’s best interests”; (2) that he “painted a picture” to Richard Fiato (“Fiato”), head underwriting officer for North Pointe Insurance (“North Pointe”), that Diodato’s “business practices were suspect and that he was insubordinate”; and (3) that Wells Fargo’s counsel advised both Christian Baker and ALA by letter that Diodato was in violation of the TSA by contacting and soliciting his former clients to transfer their insurance business to Christian Baker or AIA. (Doc. 74 at 26-27). To prevail on a claim for defamation, Diodato must adduce evidence of the following elements: (1) the defamatory character of the communication; (2) its publication by the defendant; (3) its application to the plaintiff; (4) understanding by the recipient of its defamatory meaning; (5) understanding by the recipient of it as intended to be applied to the plaintiff; (6) special harm resulting to the plaintiff from its publication; and (7) abuse of a conditionally privileged occasion. See 42 Pa. Cons.Stat. § 8343(a). Wells Fargo argues that Diodato’s evidence insufficiently identifies the communications at issue and consequently fails to satisfy the element of publication. Wells Fargo also posits that each statement is privileged. Record evidence supports Diodato’s allegation that Voltz informed Zukus that Dio-dato’s actions “weren’t in the best interests of Wells Fargo” on the Monday following Diodato’s termination. (Doc. 73-14, Zukus Dep. 49:25-50:4, (“Zukus Dep.”) Mar. 8, 2013). Similarly, Richard Fiato states in his affidavit that Voltz, on more than one occasion, “was more than willing to discuss Diodato’s termination and paint a picture that [Diodato’s] business practices were suspect and [Diodato] was insubordinate.” (Doc. 73-5, Fiato Dec. ¶¶ 12-13 (“Fiato Dec.”) (stating that “I told [Voltz] that I did not want to ‘be involved in that soup,’ but he insisted on talking to me about it”)). McKendrick states that the North Pointe meeting took place on August 3, 2011. (See Doc. 73-2, McKendrick Dec. ¶ 4 (“McKendrick Dec.”)). Wells Fargo admits that it sent multiple cease and desist letters to both Christian Baker and AIA highlighting Diodato’s perceived violations of the TSA. (See Doc. 79 at 18 (acknowledging that it sent letters to alleged “co-conspirators” seeking assistance in obtaining Diodato’s compliance with the TSA)). Hence, Diodato sufficiently identifies the statements at issue for present purposes— the inquiry for the court’s resolution is whether the communications are sufficient to establish defamation liability. a. Voltz Statement to Zukus Wells Fargo contends first that Voltz’s statement to Zukus regarding the reasons for Diodato’s termination is merely a statement of opinion not subject to civil liability for defamation. (See Doc. 79 at 16-17). As a general rule, statements of opinion are immune from defamation liability. See Green v. Mizner, 692 A.2d 169, 174 (Pa.Super.Ct.1997) (citing Mathias v. Carpenter, 402 Pa.Super. 358, 587 A.2d 1, 2-3 (1991)). In order for a statement of opinion to be actionable, it must be reasonably understood to “imply the existence of undisclosed defamatory facts.” Mzamane v. Winfrey, 693 F.Supp.2d 442, 481 (E.D.Pa.2010) (quoting Veno v. Meredith, 357 Pa.Super. 85, 515 A.2d 571, 575 (1986)); see also Restatement (Second) of Torts § 566 (“A defamatory communication may consist of a statement of an opinion but a statement of this nature is actionable only if it implies the allegation of undisclosed defamatory facts as the basis for the opinion.”). Whether a given statement is opinion or fact is a question of law for the trial court. Green, 692 A.2d at 174. The court concludes that Voltz’s statement that Diodato’s actions “weren’t in the best interests of Wells Fargo” is ambiguous, obscure, and, does not imply the existence of specific defamatory facts. Mzamane, 693 F.Supp.2d at 481 (quoting Veno, 515 A.2d at 575); see also Restatement (Second) of Torts § 566. The opinion, without contextual facts, neither “impugns” Diodato’s professional skills as an insurance broker, see Baker, 504 A.2d at 251, nor implies his violation of any particular duty or other responsibility as a Wells Fargo employee. (See Zukus Dep. 49:25-50:4 (offering no factual context other than “best interests” statement)). In other words, this statement of Voltz’s personal opinion, even if taken as true by another, is non-specific and fails to imply any fact that impairs Diodato’s business reputation or raises questions as to his professional character. See Baker, 504 A.2d at 251 (only communications that “ascribe[] to another conduct, character or a condition that would adversely affect his fitness for the proper conduct of his lawful business, trade or profession’ ” are defamatory (quoting Restatement (Second) of Torts § 573)). The court will grant summary judgment to Wells Fargo with respect to this claim. b. Voltz Statement to Fiato Wells Fargo raises only one argument with respect to Voltz’s statements to Fiato during the North Pointe meeting: it posits that Diodato fads to sufficiently identify an actual statement in support of his claim. (See Doc. 64 at 23-25; Doc. 79 at 15-16). On the present record, the court must disagree. Wells Fargo’s argument that the North Pointe statement is insufficiently identified as to time, place, and content is refuted by the record. With respect to the North Pointe meeting, the record establishes that: (1) the meeting occurred on August 3, 2011, (McKendrick Dec. ¶ 4); (2) the meeting was attended by Voltz, Fiato, and Linda Petrella, Cid); and (3) during the meeting, Voltz explicitly described Diodato as “insubordinate” and his business practices as “suspect.” (Fiato Dec. ¶ 12). The court' rejects Wells Fargo’s position that the record does not identify a “specific defamatory statement” attributable to it or its management. Wells Fargo also cites Holewinski v. Children’s Hosp., 437 Pa.Super. 174, 649 A.2d 712 (1994), as support for its position that Diodato’s evidence falls short of identifying “specific defamatory statement(s) attributable to [Wells Fargo].” (Doc. 79 at 15). Holewinski is entirely distinguishable and, in fact, weighs in Diodato’s favor. Holewinski was hired in 1980 by Children’s Hospital and received “position upgrades” (ostensibly promotions) over time. Id. at 714. In 1991, the hospital hired a new chief of pediatric neurosurgery who advised the plaintiff that he planned to increase the qualifications for her position, which would effectively disqualify her for the job. Id. The new chief did so in April of 1992, and plaintiff was terminated effective June 30, 1992; her replacement was hired and commenced employment in mid-May of 1992. Id. At the motion to dismiss stage, the plaintiff urged the court to draw inferences of defamation from the “nature of her termination,” the meeting between herself and the new chief of pediatric neurosurgery, her replacement’s hiring, ’ and her replacement’s actions while Holewinski was still employed. Id. at 715-16. The court held that failure “to set forth a specific statement” is fatal to a defamation claim. Id. at 716. In other words, inferences and an opportunity for defamation are insufficient, and plaintiffs must identify a specific statement in order to prevail. See id. As noted supra, and in stark contrast to Holewinski, Diodato has set forth specific statements made by Voltz during the August 3, 2011, meeting. (See McKendrick Dec. ¶ 4; Fiato Dec. ¶¶ 12-13). This claim survives summary judgment. c. Cease and Desist Letters Diodato also bases his defamation claim on the contents of various letters sent by Wells Fargo to Christian Baker and AIA following his termination. These letters advised Christian Baker and AIA principals of the terms of Diodato’s TSA and alleged that Diodato was violating the TSA with the assistance of Christian Baker and AIA. The Christian Baker letter provided, in pertinent part, as follows: [Wells Fargo] has received information indicating that, since becoming affiliated with Christian Baker, [Diodato] has violated and is continuing to violate the contractual obligations outlined above, and is doing so with Christian Baker’s aid and assistance. [Wells Fargo] has learned that [Diodato] has contacted many of [Wells Fargo’s] clients by telephone and in person and solicited them to transfer their insurance business away from [Wells Fargo]. [Wells Fargo] has also learned that [Diodato] has advised clients that, if they are not comfortable transferring their business to Christian Baker, he can “park” their business at [AIA] for a period of time.... This conduct directly violates [Diodato’s] post-employment contractual, statutory, and common-law obligations .... (Doc. 67-6 at 12-15). Wells Fargo additionally demanded that Christian Baker ensure Diodato’s compliance with the terms of the TSA and advised that it would enforce its rights in court if necessary. (Id.) The content and demands of the AIA letter are virtually identical to the language of the Christian Baker letter quoted above, with relevant substitutions pertinent to the recipient. (Id. at 16-19). Wells Fargo additionally informed AIA that it had “learned that Diodato has advised clients that, while he does not currently work for AIA, he will be working for AIA in the future and ... can continue to provide insurance brokerage services to them despite the fact that he does not work for AIA.” (Id. at 18). Wells Fargo does not deny authoring or mailing these letters. (See Doc. 79 at 18). Rather, it contends that each of the letters is subject to a competitors privilege. (Id.) It directs the court to Gresh v. Potter McCune Co., 235 Pa.Super. 537, 344 A.2d 540 (1975) as support. Gresh involved similar facts: a plaintiff salesman voluntarily terminated his employment with defendant company after executing a restrictive covenant including non-solicitation provisions and thereafter went to work for a competitor and commenced solicitation of the defendant company’s customers. Id. at 541. The defendant company sent a cease and desist letter to plaintiffs new employer, advising that it intended to take all legal steps necessary to ensure plaintiff complied with terms of the restrictive covenant. Id. In response, plaintiffs new employer terminated his employment, and plaintiff brought suit against the defendant company alleging, inter alia, that the cease and desist letter constituted defamation. Id. The court held that because the defendant company had introduced evidence of the interest it sought to protect in sending its cease and desist letters, a conditional privilege applied. Id. at 543. The plaintiff failed to prove that the defendant company had abused this privilege, and, therefore, the court granted summary judgment in the defendant’s' favor. Id. Wells Fargo argues that, like the employer in Gresh, it reasonably believed that its efforts were necessary to protect its interests as identified in the TSA. (Doc. 79 at 18 (“Just like the former employer in Potter McCune, [Wells Fargo] reasonably believed that it had a protectable interest—its customer relationships, goodwill, and customer information—that it had protected by restrictive covenant, and sent a letter to Christian Baker and AIA in an effort to prevent further breaches.”)). Such interests are legitimate and protecta-ble. See infra at 568-69. Diodato offers only the conclusory contention that no privilege attaches to the cease and desist letters because “Christian Baker and AIA were competitors” of Wells Fargo and “Diodato was employed by Christian Baker” when the letters were sent. (Doc. 74 at 29). Diodato fails to demonstrate that Wells Fargo abused the competitive privilege. See Wilson, 2013 U.S. Dist. LEXIS 33555, at *28-29 (citing Miketic v. Baron, 450 Pa.Super. 91, 675 A.2d 324, 329 (1996)). For this reason, the court is compelled to grant Wells Fargo’s motion with respect to the cease and desist letters. 4. Count VIII: Unjust Enrichment To prevail on a claim for unjust enrichment, Diodato must prove that: (1) he conferred a benefit on Wells Fargo; (2) that Wells Fargo appreciated the benefit; and (3) under the circumstances, “it would be inequitable for the defendant to retain the benefit without payment” to Diodato. Mass. Mut. Life Ins. Co. v. Curley, 459 Fed.Appx. 101, 108 (3d Cir.2012). In Count VIII, Diodato asserts a claim for unjust enrichment and seeks “restitution from [Wells Fargo] for all amounts received by [Wells Fargo] on and after May 16, 2011, deriving from commissions from customers and/or business contacts on account of insurance placed by Diodato.” (Doc. 1-2 ¶ 172). Diodato further contends that genuine issues of fact exist with respect to whether Wells Fargo unjustly continued to generate commissions on accounts which Diodato had “worked for thirty-six (36) years to build as part of his business and his life.” (Doc. 74 at 32). With respect to commissions allegedly earned and owing, Diodato transparently attempts to restate his contract claim as one sounding in equity. (See Doc. 74 at 22 (contending, in support of breach of contract claim, that Wells Fargo failed to pay him commission due and owing under the Producer Plan); Doc. 74 at 30 (same in support of unjust enrichment claim)). The court concluded supra that Diodato’s breach of contract claim lacks evidentiary support and does not survive summary judgment. See supra at 556-59. Dioda-to’s unjust enrichment claim as to unpaid commissions is entirely contingent upon proof of the same facts underlying his breach of contract claim. His failure to offer any evidence beyond his own ipse dixit assertions is fatal to this aspect of his unjust enrichment claim. See Podobnik v. U.S. Postal Service, 409 F.3d 584, 594 (3d Cir.2005) (plaintiffs “must present more than just ‘bare assertions, conclusory allegations or suspicions’ to show the existence of a genuine issue” to survive summary judgment); see also Kirleis, 560 F.3d at 161; Solomon, 41 Fed.Appx. at 586. Diodato also alleges that Wells Fargo has been unjustly enriched by continuing to generate commissions on accounts that he secured and serviced throughout his thirty-six (36) year career with Wells Fargo and its predecessor entities. (Doc. 74 at 32). In his opposition materials, Diodato fails to provide any record support for this assertion. (See id.) Indeed, the record is devoid of proof that Wells Fargo continued to unjustly receive any benefit after Diodato’s termination. (See id.) Moreover, courts routinely reject unjust enrichment claims when a plaintiff is hired for a particular purpose, accomplishes that purpose, and is compensated for those services. See, e.g., McGoldrick v. TruePosition, Inc., 623 F.Supp.2d 619, 625 (E.D.Pa.2009) (rejecting unjust enrichment claim for additional compensation when “[plaintiff] performed his job and was compensated with his salary”) (quoting Herbst v. Gen. Accident Ins. Co., No. 97-8085, 1999 WL 820194, at *9, 1999 U.S. Dist. LEXIS 15807, at *27 (E.D.Pa. Sept. 30, 1999) (dismissing claim when plaintiff “has not shown that he did anything more than work to the best of his abilities for defendant as he was engaged to do”)); Herald v. Star Blends, Inc., No. 90-6810, 1991 WL 158147, at *3, 1991 U.S. Dist. LEXIS 1124