Lincare Holdings Inc. v. Ford

• Decision Date: 30 September 2020
• Docket Number: Case No. 2D19-1758
• Citation: 307 So.3d 905
• Parties: LINCARE HOLDINGS INC., Appellant, v. Sharon D. FORD, Appellee.
• Court: Florida District Court of Appeals

307 So.3d 905

LINCARE HOLDINGS INC., Appellant,

v.Sharon D. FORD, Appellee.

Case No. 2D19-1758

District Court of Appeal of Florida, Second District.

Opinion filed September 30, 2020.

Kristin A. Norse, Stuart C. Markman, and Robert W. Ritsch, Of Counsel, of Kynes, Markman & Felman, P.A., Tampa, for Appellant.

Christopher D. Donovan of Roetzel & Andress, LPA, Naples, for Appellee.

CASE, Associate Senior Judge.

Lincare Holdings Inc. appeals from a final judgment partially entered in favor of its former employee, Sharon Ford, in a four-count action she brought against Lincare regarding her alleged contractual entitlement to an annual bonus amount for her job performance in 2016. Among other reasons specific to individually claimed bonus amounts, the jury determined that Ms. Ford was not entitled to receive any payment for 2016 bonuses to which she might have otherwise been entitled because her employment ended prior to the payment of those amounts. However, the trial court granted Ms. Ford's motion for directed verdict related to this jury finding, and it accordingly entered a judgment in the amount of $509,765.65 in her favor. This was error because, under the factual and legal standards the trial court was required to apply, Ms. Ford was not entitled to payment for these bonus amounts according to Lincare's bonus policy. We therefore reverse the judgment entered in favor of Ms. Ford.

Ms. Ford worked in Lincare's in-house legal department as the director of its mergers and acquisitions team. Her compensation package included both a salary and an annual bonus. The bonus portion was based on a formula which gave Ms. Ford a percentage of Lincare's pro forma revenue from its acquisitions over the past year. Thus, the more money Lincare made from its acquisitions, the higher Ms. Ford's bonus was for that year. This bonus structure was entirely unique to Ms. Ford at Lincare, and she had individually contracted with the company's CEO for it. While the compensation contract was renegotiated several times over the years, Ms. Ford's most recent contract—the one now in dispute—was drafted in 2014 in an email exchange with Shawn Schabel, who was the CEO of Lincare at that time. Mr. Schabel emailed Ms. Ford the following terms:

Base of 130k Bonus plan to include respiratory at 1.85 proforma revenue

No guaranteed quarterly tiers

Bonus paid out annually

KC employee to report to this position

M/W/F/ in LNCR office from 8am – 5PM

T/Thurs at home office from 8am – 5PM

In 2016, Lincare completed two large, atypical transactions. In the first, Lincare's parent company helped Lincare acquire a significantly larger corporation than Lincare had ever acquired before. In the second, Lincare divested itself of a portion of its company. Ms. Ford applied her usual bonus formula to these two transactions and to other more typical ones that she had performed over the course of the year and calculated that her total bonus for 2016 should be $1,013,678—an amount that was far greater than past years due to the two atypical transactions. She submitted this amount to Lincare, but Lincare refused to pay it, claiming that Ms. Ford's bonus contract did not apply to the acquisition or the divestiture. As a result of this disagreement and an inability to negotiate a mutually agreeable resolution, Ms. Ford's employment with Lincare ended in early 2017.¹ Ms. Ford filed suit against Lincare shortly thereafter, seeking payment of the 2016 bonus amounts and raising clams for breach of contract, breach of implied contract, unjust enrichment, and quantum meruit.

Lincare presented two main defenses at trial. First, it argued that neither the large acquisition nor the divestment were subject to the bonus portion of Ms. Ford's compensation contract because of their unusual natures. Next, it argued that even if these transactions were subject to this bonus provision, Ms. Ford nevertheless was not entitled to the claimed 2016 bonus amount because she was no longer an employee by the time when the bonus was due to be paid in Spring 2017. This second argument relied upon Lincare's bonus policy, which was admitted into evidence. That policy provided for a four-million-dollar bonus pool to be paid out to employees by a specified date each year for the past year's performance. It also provided that "all non-executive officer employees must be employed by the Corporations or their subsidiaries at the time of the bonus payment to receive the bonus." (Emphasis added.) There was testimony that Ms. Ford's bonuses each year were paid out of this bonus pool and were always paid at the same time as all of the other employees under the bonus policy. There was also testimony that the bonus policy applied to all of the administrative staff in Lincare's headquarters, including Ms. Ford.

Ms. Ford moved for a directed verdict at the close of evidence, but the trial court did not rule on her motion at that time and deferred until after the factual determinations were made by the jury. Three questions were submitted to the jury. The first asked whether the bonus provision in Ms. Ford's compensation contract applied to the large acquisition, and the second asked whether it applied to the divestiture.² The third asked whether the fact that Ms. Ford was not employed by Lincare at the time the bonuses were paid made her ineligible for her 2016 bonus. The jury answered that the bonus provision in Ms. Ford's compensation contract did not apply to the divestiture. As for the large acquisition, the jury answered that although the bonus contract applied to it, Ms. Ford ultimately became ineligible to receive that bonus because she was no longer an employee at the time when it was to be paid. The trial court then granted Ms. Ford's request for a directed verdict on the basis that the bonus policy could not affect Ms. Ford's eligibility for the bonus because she had fulfilled her employment obligations for 2016 under the compensation contract and Ms. Ford did not assent to the terms of the bonus policy. Lincare appealed from the judgment entered following the grant of the motion for directed verdict.

We review a trial court's ruling on a motion for directed verdict de novo. Christensen v. Bowen, 140 So. 3d 498, 501 (Fla. 2014) ; Omega Ins. Co. v. Wallace, 224 So. 3d 864, 867 (Fla. 2d DCA 2017). In so doing, "we apply the same test that the trial court applies in ruling on the motion." Jackson Hewitt, Inc. v. Kaman, 100 So. 3d 19, 27 (Fla. 2d DCA 2011).

A motion for directed verdict should be granted only where no view of the evidence, or inferences made therefrom, could support a verdict for the nonmoving party. In considering a motion for directed verdict, the court must evaluate the testimony in the light most favorable to the nonmoving party and every reasonable inference deduced from the evidence must be indulged in favor of the nonmoving party. If there are conflicts in the evidence or different reasonable inferences that may be drawn from the evidence, the issue is factual and should be submitted to the jury.

Fell v. Carlin, 6 So. 3d 119, 120 (Fla. 2d DCA 2009) (quoting Sims v. Cristinzio, 898 So. 2d 1004, 1005 (Fla. 2d DCA 2005) ). In making this determination, we resolve any factual conflicts in favor of the nonmoving party—Lincare. See id.

The motion acts to test the legal sufficiency of the evidence and "must be viewed as one that admits the truth of all facts in evidence and every reasonable conclusion or inference based thereon which is favorable to the non-moving party." Moisan v. Frank K. Kriz, Jr., M.D., P.A., 531 So. 2d 398, 399 (Fla. 2d DCA 1988). "Thus, where as here, a trial court enters a directed verdict, it implicitly holds that there is a lack of evidence to support one side of the case." Id. In reviewing that directed verdict, we "must consider whether the trial court abused its discretion in deciding there was no evidence on which a jury could lawfully return [its] verdict." Id.

Lincare argues on appeal that the trial court erred by failing to apply the company's bonus policy to the factual findings made by the jury and that this was a misapplication of the law of contracts because the trial court was required by case law to look to the company's bonus policy to determine whether Ms. Ford's entitlement to her bonus terminated when her employment did, where Ms. Ford's agreement with Mr. Schabel was silent as to conditions for entitlement to the calculated bonus under the compensation contract. Ms. Ford essentially argues that her entitlement to all of the earned bonus amounts for 2016 vested under the contractual provisions in 2016 and that the Lincare bonus policy does not change that, and she further argues that she was never given notice of that policy as a change to the contractual obligation owed to her by Lincare.³

That an enforceable compensation contract existed and entitled Ms. Ford to a calculated bonus structure for her 2016 work performed thereunder is not in dispute, and no one has challenged the jury's findings that the acquisition qualified for bonus calculation under the terms of the contract or that the divestiture did not. We therefore accept and do not further address those factual matters related to the contract.

To the extent that "[t]he issue that gave rise to the directed verdict is a matter of contract interpretation," Omega Ins., 224 So. 3d at 867, it is likewise not in dispute that there is nothing in the plain language of the compensation contract detailing the terms, mechanisms, or schedules for the payment of any qualified bonus amounts. What remains at issue is whether the terms of the compensation contract vested any earned bonus amounts associated with transactions completed in 2016 without regard to the company's bonus policy that did not pay bonus amounts until Spring 2017 and that it then paid them only to employees who remained with Lincare at the time of payment—where it is also undisputed that Ms. Ford ceased being an employee prior to that...