Lawlis v. Moore Iron & Steel Corp.
| Decision Date | 28 December 2015 |
| Docket Number | Case No. CIV-13-823-D |
| Court | U.S. District Court — Western District of Oklahoma |
| Parties | DAVID LAWLIS, Plaintiff, v. MOORE IRON & STEEL CORP., Defendant. |
Plaintiff David Lawlis ("Lawlis") brings this action for breach of contract and violation of Oklahoma's Protection of Labor Act. He contends Defendant Moore Iron & Steel Corp. ("MISCO") (1) failed to pay him wages that were earned and due, (2) failed to pay him all commissions to which he was entitled, (3) failed to adequately and timely offer him extended insurance coverage after the cancellation of his company-provided insurance, (4) unlawfully made deductions from his salary for insurance that was not provided, and (5) failed to compensate him for accrued-but unused-vacation time. Lawlis has moved for partial summary judgment ("Motion") as to his claims for unpaid commissions, wages, and wrongful insurance deductions [Doc. No. 53]. MISCO has responded ("Response") [Doc. No. 73]. The matter is fully briefed and at issue.
There is no genuine dispute as to the following facts except where noted. MISCO is a storage tank fabricator; it manufactures storage tanks for oil, asphalt, ethanol and other chemicals. On January 1, 2011, the parties executed a written Employment Agreement (the "Agreement") under which Lawlis was employed as MISCO's sales representative.1 The Agreement was a pre-printed, fill-in-the-blank template that Jason Moore (MISCO's former president, now CEO) downloaded from the Internet (Depo. of Jason Moore at 107:1-10). Paragraph 3 of the Agreement stated Lawlis was to be compensated as follows:
(Pl. Motion, Ex. 2) (emphasis added)).
It is the parties' contrasting interpretations of the terms "their" and "newly acquired contracts" that form a considerable part of this dispute. Lawlis contends the word "their" refers to MISCO, and the Agreement, construed against MISCO as drafter, requires he receive a 2% commission of MISCO's gross sales for all tanks sold, whether to an existing customer or one obtained after his hiring (Pl. Motion at 11-15; Aff. of David Lawlis, ¶¶ 8-9). In support of this contention, Lawlis argues that all references to him use the terms "he" and/or "Employee," and if MISCO wanted to limit his commissions to only tanks personally sold by him, the Agreement would have - and could have - read "2% of his gross sales on newly acquired contracts." (Pl. Motion at 13) (emphasis in original). According to Lawlis, the inclusion of the word "their" clearly refers to MISCO since the Agreement relates to "their" gross sales and not the "Employee['s]" or "his" sales (Pl. Reply at 6) [Doc. No. 75].
MISCO, conversely, urges the word "their" clearly refers to Lawlis and interprets the Agreement as allowing Lawlis to receive a 2% commission for only the 1,000 bbl tanks that Lawlis sold to the company's new customers (Moore Depo. at 31:13-18, 97:12-22, 109:6-112:25, 113:6-18, 129:19-21-130:1-5, 131:22-25; Depo. of Pat Howell at 38-40, 43:1-25-44:1-3; see also Def. Resp. at 15). According to MISCO, the Agreement, when read in its entirety, refers to MISCO only as "the Company," "its" or "Moore Iron" (Def. Resp. at 3-4), and it would thus be nonsensical to (1) believe MISCO would use a different descriptive term when, on all previous occasions in the Agreement, MISCO is referenced using the singular description "it," (Id. at 4), and (2) believe the parties intended for Lawlis to receive such a financial windfall by receiving commissions for tanks he did not personally sell. Id.
Lawlis worked at MISCO for two years until his termination on February 1, 2013. MISCO had no policy on when or how often commissions were to be paid (Depo. of Michael McCullough at 46:21-25-47:1-10), and the Agreement was silent on what data would be used to calculate commissions. Though MISCO's practice was to use sales reports to track commissions, it did not maintain such reports and had no system or procedure in place to track Lawlis' commissions (Moore Depo. at 15:11-15, 23:23-25-24:1-7, 26:21-22, 57-60, 65-68; Howell Depo. at 21-24, 108:21-25). Rather, it depended on Lawlis to maintain such documentation and assumed he would do so(Moore Depo. at 28:3-22, 168:14-25; Howell Depo. at 23:5-12, 37:17-25-38:1). Lawlis, however, did not regularly maintain any sales records, although MISCO requested the information from him (Moore Depo. at 61-63). The Agreement is silent on this issue as well, and the parties charge each other with the responsibility of tracking Lawlis' sales (Moore Depo. at 61:2-25-63:9-14).2
The conundrum this created is evidenced in the parties' correspondence about Lawlis' commissions, which reflects confusion among MISCO's own ranks as to how the commissions were to be calculated. A year after his arrival, Lawlis asked Mike McCullough, MISCO's Chief Financial Officer, to provide an accounting of his commissions. McCullough responded that if Lawlis "could send [him] a list of the tanks [Lawlis] sold to date, it would greatly increase the speed in which I could calculate your percentage." Lawlis answered:
(Pl. Motion, Ex. 12) (emphasis added). The record shows at least one of MISCO's owners, Tom Simpson, echoed this sentiment and believed Lawlis was to receive commissions on all sales of 1,000 bbl tanks sold by MISCO (Moore Depo. at 183:15-25-184:1-4; Howell Depo. at 44:4-13) though others disagreed. For example, when McCullough forwarded the above email to Pat Howell, Howell responded:
(Pl. Motion, Ex. 12) (emphasis added). Despite the lack of any formal record keeping, Lawlis ultimately received commissions totaling $47,595.
While at MISCO, Lawlis was insured under a company health insurance plan provided by Coventry Health Care. On November 1, 2012, MISCO's plan with Coventry terminated and it sent Lawlis an enrollment form with a new provider (United Healthcare), which he never executed (McCullough Depo. at 35:22-25-36:1-9). This resulted in Lawlis being uninsured for the remainder of his employment. Id. MISCO, nonetheless, continued to withhold insurance premiums from Lawlis' salary, an act McCullough called "an oversight" (McCullough Depo. at 36:10-21, 37:6-12).
In November 2012, Howell informed Lawlis that MISCO's owners wanted to terminate the Agreement and retain Lawlis solely as a salaried employee. This was an "all or nothing" proposal (Howell Depo. at 96:19-23), which Lawlis rejected. The next month, Lawlis demanded an accounting for the full amount of commissions he believed he was owed. However, due to the lack of sufficient record keeping, no accounting was performed. The following month, Lawlis was terminated for not agreeing to MISCO's proposal and poor job performance (Moore Depo. at 159:3-9; Howell Depo. at 98:5-7). Lawlis subsequently hired an attorney, who wrote several letters to Howell (dated January 22, 2013, February 4, 2013, and February 13, 2013)in an attempt to schedule a meeting to resolve the amount of commissions owed. On February 18, 2013, MISCO's counsel responded, stating that the Agreement was a contract of unlimited duration and terminable at will. That letter was followed by two more letters from Lawlis' counsel (dated February 27, 2013 and March 12, 2013) attempting to settle the matter. Such efforts were unsuccessful, and Lawlis filed this suit.
"Summary judgment is proper if, viewing the evidence in the light most favorable to the non-moving party, there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Bonidy v. U.S. Postal Service, 790 F.3d 1121, 1124 (10th Cir. 2015) (citing Peterson v. Martinez, 707 F.3d 1197, 1207 (10th Cir. 2013)). A movant may establish that a fact cannot be genuinely disputed by citing to particular parts of depositions, documents, electronically stored information, affidavits, declarations, stipulations, discovery responses, or other materials. Fed. R. Civ....
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