Cody v. Beckman Instruments, Inc., 7654.

Decision Date10 November 1970
Docket NumberNo. 7654.,7654.
Citation433 F.2d 1260
PartiesPaul CODY, Plaintiff, Appellant, v. BECKMAN INSTRUMENTS, INC., Defendant, Appellee.
CourtU.S. Court of Appeals — First Circuit

Nicholas J. Decoulos, Peabody, Mass., for plaintiff-appellant.

Donald N. Sweeney, Boston, Mass., with whom Goodwin, Procter & Hoar, Boston, Mass., was on brief, for defendant-appellee.

Before ALDRICH, Chief Judge, and McENTEE and COFFIN, Circuit Judges.

McENTEE, Circuit Judge.

In the years 1966 through June 1968, plaintiff, a resident of Massachusetts, was employed as a salesman by defendant, a California corporation that manufactures computers and other electronic equipment. During that period he was paid an annual salary of $17,000 to $18,200 and received commissions over and above his salary that ranged from ¼% to 2%, pursuant to various company "incentive compensation plans."1 This diversity action is for compensation allegedly owed to the plaintiff under certain of the incentive compensation plans. The case was tried to the district court sitting without a jury. Plaintiff claimed commissions for three items: (1) sales and leases made prior to July 1, 1967; (2) a sale to the National Aeronautics and Space Administration on December 5, 1967; and (3) the General Electric "expansion sale" in February 1968. The district court awarded him compensation for item 2 in the amount of $5,830, which is not in dispute here, but found that he had already been compensated for items 1 and 3 as part of a $17,500 accord and satisfaction concluded in January 1968. Plaintiff appeals from that judgment.

He attacks the validity of the January 1968 accord and satisfaction on the ground that Sears, a former Beckman employee who negotiated the accord with plaintiff, lacked authority to bind the defendant. Plaintiff conceded at oral argument, however, that, even if Sears lacked authority, his actions were subsequently ratified by the defendant. Defendant's understanding of the terms of the accord and satisfaction was incorporated in a letter to plaintiff dated January 16, 1968; which letter plaintiff now contends did not conform to his understanding of the accord he had reached orally with Sears. The letter stated: "I would appreciate it if you would sign the attached copy of this memo and return it to me to indicate your agreement with the above." Plaintiff contends that, because he failed to sign the letter, he is not bound by its terms. He did accept the $17,500, however. "The acceptance and collection of a check, proffered upon condition that it is in full settlement of an unliquidated claim, even though accompanied by protestations that it is not so received, bars any attempt to collect the balance * * *." Worcester Color Co. v. Henry Wood's Sons Co., 209 Mass. 105, 109, 95 N.E. 392, 394 (1911). Plaintiff conceded at oral argument that, if he is bound by the accord and satisfaction, he is precluded from asserting the item 1 claim.

Upon a careful review of the record, we conclude that plaintiff is entitled to his item 3 claim, a commission on the General Electric "expansion sale" and that the district court's finding that this sale was covered by the $17,500 settlement is clearly erroneous.2 The February 1968 expansion sale took place after plaintiff had accepted the settlement. In its January 16, 1968, letter, defendant made clear its understanding that the settlement covered only "incentives that we owe you to date." (Emphasis supplied.) Sears testified that the settlement covered "all prior sales on Mr. Cody's part for which he had not been compensated.' (Emphasis supplied.) And defendant's January 25, 1968, letter stated that plaintiff would be eligible for incentive compensation on future sales under the so-called "Zugenbuhler Plan." See note 1, supra.

At oral argument defendant took the position that plaintiff's $18,000 salary fully compensated him for his work. But the record reveals that during the period in question defendant placed heavy reliance on incentive compensation plans to sell its products. In explaining the Scheufele Plan, note 1, supra, to its salesmen, defendant stated:

"The following compensation plan should be concrete evidence to you of Beckman Management\'s recognition of the shift in objectives of the Systems Division. The direction we are now taking will lead us to a more product-oriented and sub-system type of business, to less dependency on government business, and to a more profitable operation."

Formal written incentive compensation plans were in effect during at least half the period in question. Defendant also recognized plaintiff's claims to incentive compensation for sales made during periods when no formal plan was in effect. For example, in calculating its...

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  • Williams v. B & K MEDICAL SYSTEMS, INC
    • United States
    • Appeals Court of Massachusetts
    • July 7, 2000
    ...and was under seal, and which waived all past, present or future claims against the college." Id. at 21. See Cody v. Beckman, 433 F.2d 1260, 1261 (1st Cir. 1970), quoting from Worcester Color Co. v. Henry Wood's Sons Co., 209 Mass. 105, 109 (1911) ("the acceptance and collection of a check,......

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