Giusti v. Sterling Wentworth Corp.

Decision Date16 January 2009
Docket NumberNo. 20070720.,No. 20070648.,20070648.,20070720.
Citation2009 UT 2,201 P.3d 966
PartiesStephen A. GIUSTI, Plaintiff, Appellant, and Cross-Appellee, v. STERLING WENTWORTH CORPORATION, a Utah corporation; SunGard Data Systems; John Hyde; and Paul Erickson; Defendants, Appellees, and Cross-Appellants.
CourtUtah Supreme Court

Kathryn Collard, Salt Lake City, for plaintiff.

Lois A. Baar, Cecilia M. Romero, Salt Lake City, Laurence S. Shtasel, Philadelphia, PA, for defendants.

DURRANT, Associate Chief Justice:

INTRODUCTION

¶ 1 Sterling Wentworth Corporation ("SWC") terminated Stephen A. Giusti's employment. Giusti sued, asserting six claims against SWC and its parent corporation SunGard: (1) fraudulent inducement, (2) breach of contract, (3) breach of the implied covenant of good faith and fair dealing, (4) promissory estoppel (claims two through four, collectively, the "contract claims"), (5) tortious interference and defamation, and (6) intentional infliction of emotional distress.

¶ 2 Between January 2001 and November 2006, all of Giusti's claims were resolved. Giusti voluntarily dismissed his claim for intentional infliction of emotional distress. The district court dismissed defendant SunGard for lack of personal jurisdiction and, in a series of orders, granted SWC's motion for summary judgment on each of Giusti's remaining claims. The court then denied SWC's motion for attorney fees and limited its recovery of costs to $55.

¶ 3 Giusti appeals, claiming that the district court erred in dismissing SunGard for lack of personal jurisdiction and in granting summary judgment to SWC on each of his claims.

¶ 4 SWC asserts that Giusti's appeal was untimely and that we therefore lack jurisdiction to consider it. SWC also cross-appeals, claiming that the district court erred in denying it attorney fees and in limiting its recovery of costs to $55.

¶ 5 We conclude that Giusti's appeal was timely. We also hold that the district court was correct in granting summary judgment to SWC on each of Giusti's claims, and therefore, we do not reach the issue of whether SunGard was properly dismissed for lack of personal jurisdiction. We further conclude that the district court correctly denied SWC's claim for attorney fees and correctly limited its request for costs. We thus affirm each of the district court's decisions.

BACKGROUND

¶ 6 In reviewing a grant of summary judgment, we view the facts in the light most favorable to the nonmoving party.1 Applying that standard, we recite the facts as follows. In February 1999, SunGard, a computer software and services company incorporated in Delaware, purchased, as a wholly owned subsidiary, SWC, a Utah corporation located in Salt Lake City. During the fall of 1999, John Hyde and Paul Erickson—SWC's President and Vice President of Operations, respectively —recruited Giusti for the position of Vice President of Sales.

¶ 7 At the time of his recruitment, Giusti was employed as Senior Vice President of Marketing at Cambric Corporation in Salt Lake City. He had an annual base salary of $125,000, which was due to increase to $135,000 on January 1, 2000. He also had an $800 per month car allowance, other benefits, and had received the first $25,000 of a $100,000 performance bonus, the remainder to be paid in installments based on Cambric's financial performance and Giusti's performance.

¶ 8 Giusti claims that, during negotiations, he and Hyde orally agreed that Giusti would be guaranteed twelve months of employment at SWC and that this guaranty was incorporated into an offer letter ("November offer letter"). Giusti signed and returned the November offer letter to SWC and began work as Vice President of Sales on December 1, 1999.

¶ 9 According to Giusti, a few days after beginning work, Pat Black, the Human Resources Director at SWC, brought into Giusti's office the Sterling Wentworth Employment Agreement ("SWC employment agreement" or "employment agreement") for him to sign. The SWC employment agreement provided that Giusti's employment could be terminated at any time "with or without cause." Giusti claims that he told Black that this provision did not apply to him per his agreement with Hyde, and that, in reply, Black informed him that she had no knowledge of such an arrangement and that he was required to sign the form so she could process his benefit enrollment. Giusti signed the SWC employment agreement on December 6, 1999.

¶ 10 Giusti claims that, within his first two weeks of employment at SWC, he observed a high level of organizational chaos within the company and confronted Hyde, questioning him about his previous representations that SWC and its client revenue base were strong. Giusti asserts that, in response, Hyde promised him a new level of compensation. Hyde amended the November offer letter to reflect this change, and the change appeared in a letter dated December 13, 1999 ("December contract"). Where the November offer letter provided that Giusti would receive a "1% override of revenue produced by the sales people you manage," the December contract provided that he would receive "1% on corporate revenue." This change was handwritten on the December version of the November offer letter. Both parties initialed the change.

¶ 11 On April 26, 2000, Giusti indicated to SWC's financial personnel that he might exercise his one-time election to move from the monthly subsidy plan to the commission and override plan whereby he would receive a 1% override on all corporate sales as promised to him in the December contract. Within a few days, and after only five months of employment at SWC, Giusti's employment was terminated.

¶ 12 Giusti filed suit on July 10, 2000, claiming six causes of action against SWC and SunGard: (1) fraudulent inducement of employment, (2) breach of contract, (3) breach of the implied covenant of good faith and fair dealing, (4) promissory estoppel, (5) tortious interference and defamation, and (6) intentional infliction of emotional distress.

¶ 13 Between January 2001 and November 2006, all six of Giusti's claims were resolved in SWC's favor. In January 2001, the district court dismissed defendant SunGard for lack of personal jurisdiction. In March 2002, the court granted SWC's motion for summary judgment on Giusti's three contract claims.2 In April 2003, Giusti voluntarily dismissed his claim for intentional infliction of emotional distress. In September 2005, the court granted SWC's motion for summary judgment on Giusti's tortious interference and defamation claims. In November 2006, the court dismissed Giusti's claim for fraudulent inducement, his only remaining claim. The November 2006 order ("November order") was entitled "Order Granting Summary Judgment and Dismissal of Plaintiff's Complaint with Prejudice" and contained the following language:

[H]aving made a Minute Entry/Order dated April 21, 2006, containing the Court's thinking and its decision on the matter, now, the Court HEREBY FINDS, ADJUDGES, and ORDERS AND DECREES that: Summary Judgment is GRANTED on Plaintiff's claim for fraudulent inducement and Plaintiff's Complaint, in its entirety, is DISMISSED WITH PREJUDICE.

¶ 14 The November order also provided that SWC could submit a request for attorney fees. In December 2006, SWC submitted its motion for attorney fees, and the court denied the request in a final order dated June 8, 2007 ("June order"). A separate judgment, combining the November and June orders, was entered on July 10, 2007 ("July judgment").

¶ 15 The parties dispute some of the events that followed the entry of the June order and led up to the entry of the July judgment.3 It is undisputed that Giusti's counsel prepared for entry a final judgment combining the contents of the November and June orders. The district court entered that judgment on July 10, 2007. Giusti filed his notice of appeal on August 6, 2007.

¶ 16 SWC argues that Giusti's appeal was ripe as of June 8, 2007, the date of the final order denying attorney fees, because "Plaintiff's Complaint had already been dismissed in its entirety ... and Defendants' fee request had been denied." According to SWC, Giusti's appeal, filed on August 6, 2007—well over 30 days later—is therefore untimely.4

¶ 17 Giusti, on the other hand, contends that his appeal was timely because, according to Utah Rule of Civil Procedure 7(f)(2), the July judgment was necessary and the appeal period did not begin running until the July judgment was entered on July 10, 2007.

¶ 18 Because the parties dispute which decision —the June order or the July judgment —triggered the appeal period, as a threshold matter, we must address that question to determine whether Giusti's appeal was timely. We have jurisdiction pursuant to Utah Code section 78A-3-102(3)(j) (2008).

STANDARDS OF REVIEW

¶ 19 "We review a district court's decision to grant summary judgment for correctness," giving no deference to the court below.5 Summary judgment is appropriate if there is "no genuine issue as to any material fact and ... the moving party is entitled to judgment as a matter of law."6

¶ 20 We review a district court's denial of attorney fees for correctness,7 while we review a district court's denial of costs for abuse of discretion.8

ANALYSIS

¶ 21 We first discuss whether Giusti's appeal was timely. Because we conclude that it was, we then discuss Giusti's claim that the district court erred in granting summary judgment to SWC on Giusti's (1) contract claims, (2) fraudulent inducement claim, and (3) tortious interference claim. We affirm the district court's grant of summary judgment on all issues, and we therefore do not reach Giusti's claim that the district court erred in dismissing SunGard for lack of personal jurisdiction.

¶ 22 Finally, we discuss the issues raised in SWC's cross-appeal: that the district court erred in denying SWC attorney fees and in limiting its recovery of costs to $55. We affirm the district court's decision on this issue as well.

I. GIUSTI'S...

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