Hansen v. GAB Business Services, Inc., No. 93CA0539

• Docket Nº: No. 93CA0539
• Citation: 876 P.2d 112
• Case Date: May 05, 1994
• Court: Court of Appeals of Colorado

Page 112

876 P.2d 112 Donald V. HANSEN, Plaintiff-Appellant,
v.
GAB BUSINESS SERVICES, INC., Defendant-Appellee. No. 93CA0539. Colorado Court of Appeals,
Div. V. May 5, 1994.

Page 113

Jeffrey Menter, Greenwood Village, for plaintiff-appellant.

Rothgerber, Appel, Powers & Johnson, Laura Ann Wing, Kathryn S. Stripling, Denver, for defendant-appellee.

Opinion by Judge HUME.

Plaintiff, Donald V. Hansen, appeals the summary judgment entered in favor of defendant, GAB Business Services, Inc., on his claims of breach of contract, promissory estoppel, and quantum meruit. We affirm.

Plaintiff was employed as a branch manager by defendant. A written incentive compensation plan stated that a branch manager would be eligible for a bonus if that branch met its budget goals. Because defendant included "claims reserves" as expenses, plaintiff's branch did not meet the budget goal necessary to establish plaintiff's eligibility for a bonus. As a result, plaintiff initiated the action at issue.

I.

The plan stated that it was to be construed under, and governed by, New York law. However, plaintiff contends that Colorado law should apply. We disagree.

Restatement (Second) of Conflict of Laws § 187 (1971) provides that the forum state should apply the law chosen by the parties unless there is no reasonable basis for their choice or unless applying the law of the state so chosen would be contrary to the fundamental policy of a state whose law would otherwise govern. See Wood Bros. Homes, Inc. v. Walker Adjustment Bureau, 198 Colo. 444, 601 P.2d 1369 (1979) (fn. 4); Power Motive Corp. v. Mannesmann Demag Corp., 617 F.Supp. 1048 (D.Colo.1985).

Here, neither party is located in New York; however, defendant was previously headquartered there for many years and conducts business nationwide. Hence, we conclude that a reasonable basis exists for applying New York law.

Plaintiff also contends that, since Colorado law would recognize his claims while New York law would not, application of the New York law conflicts with a fundamental policy of Colorado. In support of this contention, plaintiff posits that voluntary benefit plans funded solely by employer contributions are not considered to be enforceable either under New York contract law or under that state's doctrine of promissory estoppel. We reject his contention.

To succeed on a claim that the chosen law contravenes a fundamental policy of the forum state, the policy must be a substantial one. See Pirkey v. Hospital Corp. of America, 483 F.Supp. 770 (D.Colo.1980) (application of the chosen law would have raised fundamental due process problems). We conclude that merely not recognizing a claim or theory of recovery is not a substantial conflict which warrants a court's rejection of a...