Ingram v. Iowa Interstate R.R., Ltd.

• Decision Date: 07 December 2022
• Docket Number: 21-0940
• Parties: GREGORY SCOTT INGRAM, Plaintiff-Appellee, v. IOWA INTERSTATE RAILROAD, LTD., Defendant-Appellant.
• Court: Iowa Court of Appeals

GREGORY SCOTT INGRAM, Plaintiff-Appellee, v. IOWA INTERSTATE RAILROAD, LTD., Defendant-Appellant.

No. 21-0940

Court of Appeals of Iowa

December 7, 2022

Appeal from the Iowa District Court for Linn County, Jason D Besler, Judge.

An employer appeals the denial of its motions for a new trial and judgment notwithstanding the verdict. AFFIRMED IN PART, REVERSED IN PART, AND REMANDED.

Meredith A. Moore of Cutler Law Firm, LLP, Sioux Falls, South Dakota, and Onna B. Houck, Cedar Rapids, for appellant.

Matthew L. Preston, Brad Brady, and Cara L. Roberts of Brady Preston and Gronlund PC, Cedar Rapids, for appellee.

Heard by Vaitheswaran, P.J., and Greer and Badding, JJ.

GREER Judge.

Despite his termination from Iowa Interstate Railroad, Ltd. (the Railroad) in November 2018, Gregory Ingram argues he was still entitled to a retention bonus set to pay out at the end of the year. When the payment did not arrive, he sued the Railroad for breach of contract and pursued his rights under the Iowa Wage Payment Collection Law (IWPCL). To block these claims, the Railroad moved for summary judgment, but it lost that round. Then at trial, the Railroad moved for directed verdict at the end of Ingram's case and at the end of trial. Those motions centered on an argument that Ingram only estimated the amount of bonus due and did not reliably establish an amount for his damage claim.^[1] The district court denied the motions. After a trial on the merits and the submission of the case, the jury found in Ingram's favor and awarded all of the damages Ingram requested. After the verdict, the Railroad moved for a new trial and for judgment notwithstanding the verdict (JNOV); both were denied. It now appeals, renewing its concerns the district court should have granted summary judgment and its motions for a new trial and JNOV. Finally, after the jury awarded damages, Ingram requested his attorney fees and expenses for trial be paid under the authority of IWPCL. The district court granted Ingram's request, and the Railroad also appeals from that attorney-fee and expense ruling.

As a matter of law, we cannot review the district court's denial of issues contested at the summary judgment stage that were not raised at trial. And we find no error or abuse of discretion in what has been properly preserved for our review involving the denial of the Railroad's motion for JNOV and new trial. However, we find the district court abused its discretion in awarding attorney fees as to the award of copying costs. As such, we reverse the award to remove the copying costs but otherwise affirm. Because Ingram was largely successful in defending his claims on appeal, we remand to the district court to determine an appropriate award of appellate attorney fees.

I. Facts and Procedural History.

Ingram was hired by the Railroad as an Assistant Chief Engineer-Track Maintenance in April 2012. The Railroad's president and chief executive officer identified Ingram to be a part of their "key manager retention plan." The plan's purpose was to "retain those selected management individuals who, in the view of the President and CEO with concurrence of the Board of Directors, play key roles in the ongoing success and progress of [the Railroad] and have demonstrated success in carrying out their job duties in this regard." The plan listed the active participants, including Ingram, and explained they would "cease being [a]ctive [p]articipants" if certain conditions were met; the condition relevant to this case was "[r]esignation from [the Railroad] or termination for cause, upon which all amounts otherwise due from [r]etention [a]wards previously made shall be forfeited." The term "for cause" was not defined.

Each active participant had a retention account, over which the Railroad maintained records. In exchange for remaining an active plan participant and "continuously remain[ing] a full-time employee of [the Railroad]," the active participant was eligible to receive a retention award each year.^[2] Each year's award amount was equal to "(1) 30% of the [a]ctive [p]lan [p]articipant's annual salary earned in each [p]lan year times (2) [e]ach [p]lan [y]ear's [r]etention [a]ward [f]actor." The retention award factor was determined based on the company's audited yearly earnings, which would be determined the following spring; then, the award was credited to the retention account. The retention account would become payable in shifts, specifically:

The first 50% of the accrued payment will be paid following the audit of the fifth year's December 31 financial statements and the Board's certification that the [p]articipant has become entitled to payment. The employee must be an active employee of [the Railroad] as of December 31 of the fifth [p]lan year.

The remaining 50% will be paid to the [p]articipant in January following the sixth calendar year, if the employee remains an active or retired employee of [the Railroad].

Ingram's five years began on January 1, 2013, meaning he would be eligible for the first half of the accrued payment after December 31, 2018, and the second half as of January 2019. Each year, the Railroad provided a statement to the plan's members. Ingram's 2017 statement showed an accrual of $31,500, putting his year-end total at $127,663.

The Railroad terminated Ingram's employment on November 16, 2018. Along with his termination letter, Ingram received a separation agreement, in which the Railroad offered to pay what portion of the plan payment would have been due had he remained employed through December 31, 2018-a payment the Railroad said was otherwise not due to Ingram. Ingram ultimately did not accept the separation proposal. He never received a 2018 retention-account statement.

Ingram sued the Railroad, arguing both that the Railroad (1) breached its contract by failing to pay him the bonus and (2) failed to pay earned wages, violating the IWPCL. He calculated that, at the end of year five, his retention account totaled $165,385.

Ahead of trial, Ingram provided a list of witnesses he wished to depose, including the Railroad's in-house counsel, Onna Houck; Chief Administrative Officer, Bobbi Allen; and Chief Operating Officer, Alan Satunas. The Railroad moved for a protective order to prevent the deposition of Houck, arguing she had no direct involvement in Ingram's termination. The district court held that Ingram would have to complete all other scheduled depositions first then he could apply to the court to depose Houck. But the district court also held Houck could not testify in any capacity unless she was made available for Ingram to depose. Ingram took depositions of both Allen and Satunas, who the Railroad also offered as corporate representatives.

Eventually, the Railroad moved for summary judgment on both claims, which the district court denied. The Railroad did not ask for interlocutory appeal from this ruling, so the case proceeded to trial.

To prove his claims at trial, Ingram presented evidence of his understanding of the plan and his experience with the Railroad. He testified that Jerome Lipka approached him about joining the retention plan-Lipka was, at the time, the Railroad's president and also the plan's drafter. Ingram explained that Lipka conveyed to him that, to get the retention plan benefits, an employee had to

Keep your nose clean. No drugs and alcohol. Don't get accused of theft and don't be insubordinate. As long as you don't have the heavy hitters and, obviously, there's, you know, you've got to do your daily job and keep performing at the level that [Lipka had] been impressed with, you will have no problem.

But even with this advice, Ingram found other barriers to success at the Railroad because of his interactions with his supervisor, Chad Lambi. At trial, Ingram testified about his contentious relationship with Lambi around the time of his termination. As an example of the two butting heads, Ingram discussed a washout-or when "water rushes up against the track from a flood or heavy rain and it takes the rock out of the track and it can move the track around"-that occurred in July 2018. Ingram was at the site with the roadmaster,^[3] Collins Smith, working on the issue. In particular, there was a bridge that seemed to be "kinked or twisted." Ingram testified that he was concerned a crew and train was being sent out that would cross the compromised bridge, so he called Lambi. Ingram asserted Lambi told him to "[s]end the fucking train." When Ingram protested, Lambi said that if he arrived on the scene and disagreed with Ingram's assessment, Ingram would be terminated. Eventually, Lambi arrived at the scene and the bridge sagged down into the water, which showed Ingram's concerns were valid. In an additional example of animus, Ingram described a company social event where Houck cursed and yelled at him in front of other management. He also testified he was never told why he was terminated.

After Ingram finished presenting his case and rested, the Railroad moved for directed verdict. In so moving, the Railroad argued Ingram failed to establish what the damages would be because his retention award had not been calculated for year five and because Ingram's termination would have changed the company's "bottom line" and, thus, the retention factor it ended up using. So, the Railroad argued, without an expert witness to contextualize and adjust the numbers accordingly, there was no showing of what the exact damages should be for either the breach-of-contract or IWPCL claims. Ingram argued he supplied sufficient evidence to support his $164,385 figure and for a jury to determine if that was the appropriate amount. The district court, evaluating the evidence in the light most favorable to Ingram, determined Ingram...