Maroun v. Wyreless Systems, Inc.

• Citation: 141 Idaho 604,114 P.3d 974
• Decision Date: 03 May 2005
• Docket Number: No. 30835., No. 30407
• Parties: Carla MAROUN, as Executrix of the Estate of Tony Y. Maroun, Plaintiff-Appellant, v. WYRELESS SYSTEMS, INC., a Delaware corporation, Bradley C. Robinson, an individual, Christopher Tucker, an Individual, and TKL, LC, a Utah Limited Liability Company, Defendants-Respondents. Carla Maroun, as Executrix of the Estate of Tony Y. Maroun, Plaintiff-Appellant, v. Bradley C. Robinson, an individual; Deno G. Skouras, an individual; Paul Evans, an individual; Christopher Dunhill, an individual; and Jean Marie Rousseau, an individual, Defendants-Respondents.
• Court: United States State Supreme Court of Idaho

114 P.3d 974

141 Idaho 604

Carla MAROUN, as Executrix of the Estate of Tony Y. Maroun, Plaintiff-Appellant, v. WYRELESS SYSTEMS, INC., a Delaware corporation, Bradley C. Robinson, an individual, Christopher Tucker, an Individual, and TKL, LC, a Utah Limited Liability Company, Defendants-Respondents.

Carla Maroun, as Executrix of the Estate of Tony Y. Maroun, Plaintiff-Appellant, v. Bradley C. Robinson, an individual; Deno G. Skouras, an individual; Paul Evans, an individual; Christopher Dunhill, an individual; and Jean Marie Rousseau, an individual, Defendants-Respondents.

Nos. 30407, 30835.

Supreme Court of Idaho, Boise, February 2005 Term.

May 3, 2005.

Meuleman & Miller, LLP, Boise, for appellant. Jeffrey R. Sykes argued.

Hepworth, Lezamiz & Janis, CHTD, Boise, and Anderson & Karrenberg, Salt Lake City, Utah, for respondents. Nathan B. Wilcox argued. TROUT, Justice.

Carla Maroun, as Executrix of the Estate of Tony Y. Maroun, appeals several orders entered in favor of Wyreless Systems, Inc., (Wyreless or WSI) and various officers and alleged shareholders of Wyreless arising out of an employment agreement and a shareholder liability action.

I.

FACTUAL AND PROCEDURAL BACKGROUND

Tony Y. Maroun (Maroun) was employed by Amkor when he accepted an offer to work for Wyreless, a start-up company. On November 20, 2000, a letter was sent from Bradley C. Robinson, president of Wyreless, to Maroun setting forth the terms of their employment agreement. The pertinent portions of the letter were as follows:

I would like to put forward for discussion and/or your acceptance a general outline of the terms of employment you and I have discussed if you chose to join our team. I have discussed the proposed terms with the Board of Directors of WSI and key shareholders and they are in agreement with the proposed terms you and I have discussed.

• Annual salary of $300,000.

• $300,000 bonus for successful organization of Wyreless Systems, Inc.

• 15% of the issued equity in Wyreless Systems, Inc.

• The equity and "organization bonus" will need to be tied to agreeable milestones (e.g., acquisition of Matricus, organization of management team, etc).

• Full medical benefits.

• Position of Chief Executive Officer, President and a position on the Board.

• Bonuses and incentives will need to be determined by the Board and you after the business plan has been agreed by all parties.

...

I would like you to have an understanding of the fund raising status. I was able to get a commitment from two investors today for a minimum of $250,000 for arrival into the WSI bank account early next week. I believe we will be able to raise an additional $350,000 during the following week. I am processing the required paper work as fast as possible and expect the paperwork to allow for legal receipt of the investment funds in WSI to be available by Wednesday of the coming week.

The funds being raised will be deposited into an account to cover the salaries and operating expenses related only to yourself and Jen Gadelman (sic). If we are not successful in raising the required capital for the business the funds remaining in the account on May 1, 2001 will be release[d] to you and Jen Gadelman (sic) as compensation beyond salaries and expenses for your efforts in developing the business.

I anticipate a starting date of employment of December 1, 2000 or as soon you (sic) can reasonably and professional (sic) resolve your responsibilities with Amkor.

Thereafter, Maroun started working for Wyreless but his employment was terminated in February 2001. Maroun then filed suit (the Wyreless suit), alleging he had not received two salary payments totaling $23,077, had not received 15% of issued equity and had not received the remainder of the $600,000 in bank account funds, alleged to be a balance of $429,145. His complaint characterized the claim as a "wage claim" and sought treble damages under I.C. § 45-615(2). Maroun also claimed Wyreless' corporate shell should be set aside and the shareholders of Wyreless should be jointly and severally liable for any damages Wyreless caused to him. The alleged shareholders included Robinson, Christopher Tucker, Deno G. Skouras, Jean Marie Rousseau and Christopher Dunhill. Finally, Maroun brought a claim of fraud against Robinson for inducing him to accept employment with Wyreless. After Maroun filed a motion for partial summary judgment against Wyreless on the basis that there was no dispute Maroun was owed $23,077 in unpaid wages, the parties stipulated to entry of a judgment in favor of Maroun in the amount of $23,077. Subsequent to filing the original complaint, Maroun voluntarily dismissed Tucker, Skouras, Rousseau and Dunhill without prejudice as a result of an affidavit filed by Skouras indicating that TKL, LC (TKL) was the sole shareholder of Wyreless. Over the course of the litigation, Maroun made various attempts to amend the complaint to try and bring those parties back into the litigation, most of which were not successful. Ultimately, Maroun continued the suit with a fraud claim against Robinson and a shareholder liability claim against Tucker and TKL.

In the fall of 2002, Tony Y. Maroun died unexpectedly and his wife continued the lawsuit, acting as executrix of his estate. Wyreless filed a motion for summary judgment on the remaining portions of Maroun's wage claim, which included the claim for 15% of Wyreless shares and the alleged $429,145 balance of the Wyreless fund account. The district court granted the motion. The fraud claim against Robinson was dismissed on summary judgment and the shareholder liability claim against Tucker and TKL was tried to a jury. The special verdict form submitted to the jury states:

(1) Was Defendant Christopher Tucker a shareholder of Wyreless?

(2) Was Wyreless the alter ego of Defendant Christopher Tucker?

(3) Was Wyreless the alter ego of Defendant TKL, LC?

(4) Would failure to disregard the corporation and hold the shareholder(s) liable result in an injustice?

The jury answered "yes" to the first three questions and "no" to the fourth question. The district court then entered a judgment dismissing the claims against Tucker and TKL with prejudice. Maroun filed a motion for judgment notwithstanding the verdict and the district court denied the motion. Maroun appealed.

While the Wyreless suit was progressing and after the district court refused to allow Maroun to amend the complaint to add Robinson, Skouras, Evans, Dunhill and Rousseau as defendants for the shareholder liability claim, Maroun filed a separate lawsuit against Robinson, Skouras, Evans, Dunhill and Rousseau (the Robinson suit). This suit was assigned to the Honorable Deborah Bail. The defendants moved for summary judgment, arguing Maroun's claims were barred by the doctrine of collateral estoppel. The district court granted the motion dismissing the Robinson suit and Maroun appealed. This Court entered an order consolidating both appeals for purposes of oral argument and opinion.

II.

ANALYSIS

A. Motion to Treble the Stipulated Judgment

Maroun argues on appeal that because judgment was entered for past due unpaid wages, that judgment should have been trebled pursuant to I.C. § 45-615(2). The answer lies in how we characterize the stipulation entered into between the parties which provided for entry of judgment on the wage claim because Maroun and Wyreless disagree on whether their stipulation precluded an award of treble damages. The statute provides that in an action to collect unpaid wages:

Any judgment rendered by a court of competent jurisdiction for the plaintiff in a suit filed pursuant to this section may include all costs and attorney's fees reasonably incurred in connection with the proceedings and the plaintiff shall be entitled to recover from the defendant either the unpaid wages plus the penalties provided for in section 45-607, Idaho Code; or damages in the amount of three (3) times the unpaid wages found due and owing, whichever is greater.

I.C. § 45-615(2). The stipulation of the parties provides:

Tony Y. Maroun, by and through his counsel of record, Meuleman & Miller, LLP, and Wyreless Systems, Inc., a Delaware corporation, by and through its counsel of record, Anderson & Karrenberg, hereby stipulate to the entry of a judgment for Tony Y. Maroun and against Wyreless Systems, Inc., a Delaware corporation, in the amount of $23,077.

The stipulated judgment entered by the district court states:

Based upon the stipulation between Plaintiff Tony Y. Maroun and Wyreless Systems, Inc., judgment is hereby entered for Tony Y. Maroun and against Wyreless Systems, Inc. in the amount of $23,077.

After the stipulated judgment was entered, Maroun filed a motion seeking to triple the stipulated amount. The district court denied Maroun's request for treble damages, holding "the parties stipulated to the entry of judgment on the wage claim in the amount of $23,077.00. They did not stipulate only that the amount of the wage claim was [$23,077.00]." Maroun immediately filed a "motion to clarify memorandum decision and order or, alternatively, to set aside the stipulated judgment" and requested the district court modify or set aside the stipulated judgment. After entering several additional orders, the district court held the stipulation precluded an award of treble damages, but did not affect the other amounts Maroun claimed were due pursuant to his employment letter.

A stipulation is a contract and its enforceability is determined by contract principles. Olson v. Idaho Dept. of Water Resources, 105 Idaho 98, 100, 666 P.2d 188, 190 (1983). The determination and legal effect of a contractual provision is a question of law. Elliott v. Darwin Neibaur Farms, 138 Idaho 774, 779, 69 P.3d 1035, 1040 (2003). "Determining the meaning of a statute and its application is a matter of law over which this Court exercises free review." Polk v. Larrabee, 135 Idaho 303, 308, 17 P.3d 247, 252 (2000) (quoting J.R....