782 F.3d 224 (5th Cir. 2015), 13-11358, Squyres v. Heico Cos., L.L.C.

Docket Nº:13-11358
Citation:782 F.3d 224
Party Name:JERRELL P. SQUYRES, Plaintiff - Appellant v. THE HEICO COMPANIES, L.L.C.; S-LINE CORPORATION, L.L.C.; ANCRA INTERNATIONAL, L.L.C., Defendants - Appellees
Attorney:For JERRELL P. SQUYRES, Plaintiff - Appellant: Hal K. Gillespie, Gillespie Sanford, L.L.P., Dallas, TX. For HEICO COMPANIES, L.L.C., S-LINE CORPORATION, L.L.C., ANCRA INTERNATIONAL, L.L.C., Defendant - Appellees: Linda Marie Doyle, Kirk A. Watkins, McDermott Will & Emery, L.L.P., Chicago, IL; Amy...
Judge Panel:Before STEWART, Chief Judge, and JONES and HIGGINSON, Circuit Judges. JONES, Circuit Judge, concurring:
Case Date:April 02, 2015
Court:United States Courts of Appeals, Court of Appeals for the Fifth Circuit

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782 F.3d 224 (5th Cir. 2015)

JERRELL P. SQUYRES, Plaintiff - Appellant



No. 13-11358

United States Court of Appeals, Fifth Circuit

April 2, 2015

Page 225

[Copyrighted Material Omitted]

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          Appeal from the United States District Court for the Northern District of Texas.

         For JERRELL P. SQUYRES, Plaintiff - Appellant: Hal K. Gillespie, Gillespie Sanford, L.L.P., Dallas, TX.

         For HEICO COMPANIES, L.L.C., S-LINE CORPORATION, L.L.C., ANCRA INTERNATIONAL, L.L.C., Defendant - Appellees: Linda Marie Doyle, Kirk A. Watkins, McDermott Will & Emery, L.L.P., Chicago, IL; Amy Beth Boyea, Esq., Edison, McDowell & Hetherington, L.L.P., Arlington, TX; Steven G. Spears, McDermott Will & Emery, L.L.P., Houston, TX.

         For AMERICAN ASSOCIATION OF RETIRED PERSONS, Amicus Curiae: Daniel B. Kohrman, Senior Attorney, AARP Foundation Litigation, Washington, DC.

         Before STEWART, Chief Judge, and JONES and HIGGINSON, Circuit Judges.


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          Jerrell P. Squyres sued his former employer, The Heico Companies and its subsidiaries, for violations of the Age Discrimination in Employment Act (" ADEA" ), 29 U.S.C. § 621 et seq., and the Texas Commission on Human Rights Act (" TCHRA" ), Tex. Lab. Code Ann. § 21.001 et seq. The

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district court granted summary judgment in favor of the companies. We affirm.


         I. Squyres's Employment History

         Squyres was formerly the president and sole owner of JPS Corporation, which manufactured and sold fleet transportation products under the brand " S-Line." In 2007, Squyres began to negotiate the sale of JPS and its subsidiaries to Ancra International. The parties reached an agreement on October 22, 2008, and Heico Holding (Ancra's parent company) created S-Line Corporation to purchase JPS's assets under an Asset Purchase Agreement. Steve Frediani, President and CEO of Ancra, also became President and CEO of S-Line.

         As partial consideration for selling JPS, Squyres entered into a three-year Employment Agreement with S-Line with an annual salary of $400,000. Under the Employment Agreement, Squyres would serve as S-Line's Vice President of Sales and Marketing for three years, with automatic one-year extensions thereafter unless one of the parties gave timely notice of its intention not to extend the Agreement.

         In 2011, a few months before Squyres's Employment Agreement was set to expire, Squyres remarked to Mark Daugherty, a Human Resources representative at Ancra, that Squyres would like to keep working at S-Line until he was ninety. Daugherty did not convey that information to Frediani or to anyone else at the company. When management was discussing Squyres's employment, however, Daugherty did explain that he had met with Squyres and that Squyres had expressed interest in continuing to work for the company.

         Frediani ultimately decided not to renew Squyres's Employment Agreement when it expired in October 2011. In an affidavit, Frediani stated that he had never intended to renew the Agreement because it was simply consideration for the sale of Squyres's business. Frediani was also unhappy with Squyres's job performance. According to Frediani, S-Line had received less value from Squyres's sales activities than it had expected, Squyres resisted reporting his hours and business activities, Squyres's business-related expenses were not consistent with company policy, and Squyres spent too much work time at social and sporting events. On September 22, 2011, Frediani presented Squyres with written notice that S-Line would not renew his Employment Agreement. At that time, Squyres was seventy.

         Frediani, however, also believed that " S-Line could derive some value from the contacts Squyres had in the industry if S-Line had a more favorable agreement in place." In his deposition, Frediani elaborated that he did not intend to " fire" Squyres; instead, he " tried to put something together with [Squyres]." Along with the notice that S-Line wished to terminate the Employment Agreement, Frediani also proposed that Squyres continue working for S-Line and Ancra as an " Independent Sales Representative." In this new position, Squyres would have received a reduced salary of $120,000, as well as additional incentives and commissions. Although no other S-Line employee had a written employment contract, Squyres was not given an option to continue as an at-will employee.

         Squyres did not immediately accept S-Line's new proposal. Instead, he tried to clarify and negotiate its terms. S-Line submitted its " best and final proposal" to Squyres on September 28, with a request that Squyres respond to the proposal by the end of the day on September 29. Squyres, however, did not accept or reject

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the proposal and continued to negotiate throughout the day on September 30. Finally, on September 30, Frediani retracted the proposal. Frediani's final email to Squyres stated: " It has become clear today that Ancra is unable to provide you with an employment agreement that meets your needs. I am retracting the offer submitted earlier today, September 30." When asked at his deposition why S-Line " terminated" Squyres's employment, Frediani offered the following explanation: " Well, as I said previously, he was never terminated. We had this Employment Agreement. The Employment Agreement ended on October 22nd. We tried to reach agreement on some form of employment going forward beyond the agreement. We failed to reach that agreement, and that was the status."

         After his Employment Agreement ended on October 22, 2011, Squyres was no longer employed at S-Line.

         II. Proceedings in the District Court

         In July 2012, Squyres filed an employment-discrimination action against Defendants--Appellees Heico, S-Line, and Ancra (" Appellees" ) in the Northern District of Texas, asserting claims under the ADEA and the TCHRA.1 Appellees moved to dismiss Squyres's complaint.2 On September 18, 2012, in his response to Appellees' motion, Squyres raised the possibility of amending his complaint to " ple[a]d quantum meruit and/or fraudulent misrepresentation claims" instead. On October 31, 2012, the district court granted in part and denied in part Appellees' motion to dismiss and entered a scheduling order that set a discovery deadline of June 21, 2013. At that point, the discovery deadline was nearly eight months away.

         After the district court entered the scheduling order, Squyres filed his second amended complaint, re-pleading the age-discrimination claims. Appellees filed another motion to dismiss, but this time, the district court denied Appellees' motion. Appellees answered the second amended complaint on January 8, 2013.

         When Appellees filed their answer, five months still remained before the June discovery deadline. Appellees contend that they served Squyres with interrogatories, document requests, and requests for admission on February 20, 2013. Squyres did not respond to these requests until April 30, 2013. Squyres also did not contact Appellees' counsel about scheduling depositions until May 22, 2013.

         Three days later, one of Squyres's attorneys, Yona Rozen, broke her ankle. Because of this injury, Squyres filed a motion for a continuance asking the district court to extend all pending deadlines in the case by four months. When Squyres filed this motion on June 11, the parties had not yet scheduled mediation (even though the mediation deadline was three days away), and the parties also had not agreed on a deposition schedule (even though the discovery deadline was ten days away). In his motion, Squyres admitted that the parties had agreed to delay discovery, pending resolution of the issues raised by Appellees' second motion to dismiss.

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          The district court denied Squyres's request for a fourth-month continuance, granting a one-month extension instead. The district court noted that " the parties' last-minute attempt" to meet the discovery deadline was " self-imposed," and that even under their agreement to postpone discovery, the parties still had six months to meet the discovery deadline when the district court denied the second motion to dismiss in December 2012.

         Next, in mid-June, Appellees approached Squyres's counsel to ask whether Squyres would oppose a motion for leave to amend Appellees' answer. In a quid pro quo agreement reached over email, Squyres agreed not to oppose Appellees motion so long as Appellees would not oppose a motion for leave to amend Squyres's complaint " in the event something comes up in the course of depositions which causes [Squyres] to feel the need to amend the complaint." Appellees then filed an unopposed motion for leave to amend their answer, adding a defense under the Texas Statute of Frauds. The district court granted the motion. 5

         In late July, the parties filed a joint motion to extend the scheduling order deadlines and to continue the trial, but the district court denied the motion based on the " long period of time in which the parties have had to arrange discovery." The district court emphasized that " [t]he time has come for the parties and their counsel to be held accountable for the deadlines issued by this Court nine months ago."

         Appellees then filed a motion for summary judgment. Before responding to the motion, Squyres deposed four executive officers from S-Line on August 15 and 16. Squyres's response brief was originally due on August 19, but the district court granted...

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