Marfia v. T.C. Ziraat Bankasi

• Decision Date: 03 June 1998
• Docket Number: Docket No. 97-9002
• Citation: 147 F.3d 83,1998 WL 286043
• Parties: Antonio MARFIA, Plaintiff-Appellee, v. T.C. ZIRAAT BANKASI, New York Branch, Defendant-Appellant, Ozer Ozman, individually and in his official capacity as General Manager of T.C. Ziraat Bankasi, New York Branch, Defendant.
• Court: U.S. Court of Appeals — Second Circuit

Page 83

147 F.3d 83

41 Fed.R.Serv.3d 748

Antonio MARFIA, Plaintiff-Appellee, v. T.C. ZIRAAT BANKASI, New York Branch, Defendant-Appellant Ozer Ozman, individually and in his official capacity as General Manager of T.C. Ziraat Bankasi, New York Branch, Defendant.

Docket No. 97-9002.

United States Court of Appeals Second Circuit.

Argued March 4, 1998.

Decided June 3, 1998.

Herbert Eisenberg, Davis & Eisenberg, New York, New York (Robert B. Davis, on the brief), for Plaintiff-Appellee.

Glenn M. Kurtz, White & Case, New York, New York (Thomas McGanney, Cyrus Benson, III, on the brief), for Defendant-Appellant.

Before: NEWMAN and CABRANES, Circuit Judges, and SQUATRITO, District Judge. ^*

JOSE A. CABRANES, Circuit Judge:

Plaintiff Antonio Marfia brought this action against his former employer, the New York branch of a Turkish bank, defendant T.C. Ziraat Bankasi, New York Branch ("TCZB" or "the Bank"), and its General Manager, Ozer Ozman, after TCZB dismissed Marfia from his position as its Senior Vice President in 1987. Marfia raised federal and state law claims of age and national origin discrimination, as well as state law claims of fraud and breach of an implied contract of employment. The cause was originally tried to a jury in the United States District Court for the Southern District of New York (Denny Chin, Judge ) in May 1995, and the jury found for Marfia on all claims except age discrimination. On appeal, we vacated the judgment of the district court and remanded for a new trial. See Marfia v. T.C. Ziraat Bankasi, 100 F.3d 243 (2d Cir.1996). The cause was retried in June 1997, this time against TCZB alone, the claims against Ozer Ozman having been dropped by plaintiff. The jury found for Marfia on the claim for breach of implied contract, awarding $377,077 in backpay, and found for defendant on the remaining claims. See Marfia v. T.C. Ziraat Bankasi, 968 F.Supp. 152 (S.D.N.Y.1997). After awarding prejudgment interest calculated on a compound basis, see id. at 154, the district court entered a final judgment for plaintiff in the amount of $653,742.97.

TCZB now appeals this judgment on the grounds that: (1) the district court should have granted the Bank's motion for judgment as a matter of law ("JMOL") based on insufficiency of the evidence; and (2) the court erred in adopting plaintiff's proposed methodology for calculating prejudgment interest and in calculating prejudgment interest on a compound basis. Because we find the evidence sufficient to prove the existence of an implied contract of employment, we affirm the order of the district court denying defendant's motion for JMOL. However, because under New York law prejudgment interest on an award of damages for breach of contract in the circumstances presented must be calculated on a simple interest basis, we vacate the judgment of the district court insofar as it erroneously calculated prejudgment interest on a compound basis and we remand for recalculation of interest.

I. BACKGROUND

The protracted history of this ten-year-old litigation is recounted in our decision vacating the judgment following the first trial, familiarity with which is assumed. See Marfia, 100 F.3d 243. We provide here only a brief summary of the facts, which in reviewing the denial of defendant's motion for JMOL we present in the light most favorable to Marfia (the non-moving party) giving him "the benefit of all reasonable inferences from the evidence that the jury might have drawn in his favor." Logan v. Bennington College Corp., 72 F.3d 1017, 1022 (2d Cir.1996).

Marfia was hired by TCZB as its Vice President for Money Markets in December 1983. Shortly after he was hired, Marfia partially completed and signed an "Application for Employment." The application included, in fine print, a declaration that "I understand and agree my employment is for no definite period and may, regardless of the date of payment of my wages and salary, be terminated at any time without any previous notice." Soon thereafter, TCZB introduced an "Administrative and Personnel Procedures Manual" (the "Manual") of some 200 pages in length. Plaintiff was given the Manual in August or September 1984 by the then-General Manager of the Bank, Michael Baldwin. Plaintiff testified that when Baldwin gave him the Manual, he told him "[t]hat this was the manual by which the business of T.C. Ziraat Bankasi was to be conducted. It was to be applied quite sternly and firmly. It was to be, so to speak, the bible ... by which we would judge our actions and govern our actions within the branch."

Section 802 of the Manual, titled "Involuntary Termination," states that an employee whose employment is terminated "may share in the cause[,] or the termination may be due entirely to circumstances outside the control of the employee or the Bank's management." In Section 504, titled "Employee Discipline," the Manual states that "[i]t is the policy of this Bank to administer fair and consistent discipline in order to maintain the safety, productivity and high morale of all employees." Subsection 504A, titled "Responsibility," describes the procedure for taking disciplinary action against an employee. This subsection provides that "[a]fter determining that the [proposed] disciplinary action is consistent [with Bank policy and procedure], the employee's immediate supervisor will normally administer the discipline. No employee will be terminated without prior notification to the General Manager and the prior approval of the Management Committee." Subsection 504B, titled "Initiating Disciplinary Action," provides that "[e]mployees respect fair and firm discipline. Therefore, it is important that discipline be administered only for just and good cause, and that the discipline is appropriate for the offense." Finally, Subsection 504C is designated "Acts Requiring Discipline." This subsection lists various categories of behavior and the appropriate disciplinary action associated with each, although it states that "[t]his list is not all-inclusive and other conduct not listed may result in disciplinary action." Under "Intolerable Acts" (i.e., those acts requiring "immediate dismissal"), the Manual lists "[d]ishonest behavior."

In June 1986, Marfia was offered a position by another Turkish bank, Iktisat Bankasi ("Iktisat"), which is located in Istanbul. Marfia accepted Iktisat's offer of a five-year employment contract and submitted his resignation to Ozer Ozman, who was by then the General Manager of TCZB, but subsequently withdrew his resignation and declined the position with Iktisat after Ozman assured him of "lifetime employment" at TCZB. Marfia testified that Ozman told him, "You have here with us employment, secure employment for life, and I want you to rethink this ... and I promise you that you will receive advancement--that you will be promoted to senior vice president and to deputy general manager later--assistant general manager later, and I really want you to think about it." Marfia also testified that because TCZB was a government-owned bank, staffed in part by Turkish civil servants (unlike Iktisat, which was privately owned), he did not find the guarantee of lifetime employment unusual. Marfia explained that he "believed ... quite strongly" that "[b]y virtue of this lifetime employment conception, I was ... much more protected than [by] a five-year contract in a private bank in Istanbul." Marfia remained at TCZB and was eventually promoted to the post of Senior Vice President.

On May 29, 1987, Marfia was fired by TCZB. The Bank claims that he was fired because he engaged in transactions that exceeded foreign exchange trading limits during the autumn of 1986, and that his actions constituted "intolerable acts" as defined in the Manual. Marfia claims that his allegedly unauthorized foreign exchange trading was approved by Ozer Ozman, and that Ozman received regular daily reports on Marfia's trading activity.

Subsequently, on May 31, 1988, Marfia brought this action alleging, inter alia, that TCZB had entered into an implied contract of employment under which he could not be fired without "good cause," and that the Bank breached this implied contract by dismissing him for what he alleged to be trumped-up reasons. At the close of Marfia's case, and again after the verdict, TCZB moved for JMOL on the breach of implied contract claim. The district court denied both motions, and TCZB now argues on appeal that this was error because the evidence presented at trial was insufficient to prove the existence of an implied contract of employment under New York law. TCZB also challenges the district court's calculation of prejudgment interest.

II. DISCUSSION

A. Standard of Review

We will reverse the denial of a motion for JMOL only if "the evidence is such that, without weighing the credibility of the witnesses or otherwise considering the weight of the evidence, there can be but one conclusion as to the verdict that reasonable men could have reached." Samuels v. Air Transp. Local 504, 992 F.2d 12, 14 (2d Cir.1993) (internal quotation marks and citation omitted). This will only be true where there is either "such a complete absence of evidence supporting the verdict that the jury's findings could only have been the result of sheer surmise and conjecture, or such an overwhelming amount of evidence in favor of the movant that reasonable and fair minded jurors could not arrive at a verdict against him." Id. (internal punctuation and citation omitted).

B. Preservation of the Motion for Judgment as a Matter of Law

Before addressing the merits of TCZB's motion for JMOL, we must first consider the threshold procedural question of whether TCZB has adequately preserved the issue for appellate review. Rule 50(a)(2) of the Federal Rules of Civil Procedure provides that "[m]otions for [JMOL] may be made at any time before submission of the case to the jury. Such a motion shall specify the judgment sought and the law and the...