Meson v. Gatx Technology Services Corp.

Decision Date16 November 2007
Docket NumberNo. 06-1942.,06-1942.
Citation507 F.3d 803
PartiesRonalda MESON, Plaintiff-Appellant, v. GATX TECHNOLOGY SERVICES CORPORATION; GATX Financial Corporation, Defendants-Appellees, and ePlus Group, Incorporated, Party in Interest.
CourtU.S. Court of Appeals — Fourth Circuit

ARGUED: James Earl McCollum, Jr., College Park, Maryland, for Appellant. Robert J. Kriss, Mayer Brown, L.L.P., Chicago, Illinois, for Appellees. ON BRIEF: Michael E. Geltner, Geltner & Associates, P.C., Washington, D.C., for Appellant. Lauren R. Noll, Mayer Brown, L.L.P., Chicago, Illinois, for Appellees.

Before WILLIAMS, Chief Judge, DUNCAN, Circuit Judge, and T.S. ELLIS, III, Senior United States District Judge for the Eastern District of Virginia, sitting by designation.

Affirmed by published opinion. Judge DUNCAN wrote the opinion, in which Chief Judge WILLIAMS and Senior Judge ELLIS concurred.


DUNCAN, Circuit Judge:

Ronalda Meson ("Meson") was employed as a regional sales manager and sales representative with GATX Technology Services Corporation ("GTS"), a corporation specializing in leasing information-technology equipment. Her employment with GTS ended in June 2004 when the corporation's assets were sold. Shortly thereafter, Meson filed a complaint against her former employer and its parent corporation, GATX Financial Corporation (collectively, "GATX"), alleging seven claims stemming from her termination. Meson subsequently consented to the dismissal of three of these claims, and GATX moved for summary judgment on the remaining four. The district court granted GATX's motion and entered final judgment in its favor on all counts. Meson appeals the court's judgment on her claims for breach of contract; violation of the Maryland Wage Payment and Collection Law, Md. Code Ann., Lab. & Empl., §§ 3-505, 3-507.1 ("Maryland Wage Law"); and violation of the federal Worker Adjustment and Retraining Notification Act ("WARN Act" or "the Act"), 29 U.S.C. § 2101 et seq. For the reasons that follow, we affirm.


Meson began working for GTS when it purchased the lease portfolio of her former employer, El Camino Resources, Ltd., in 2001. Meson was an at-will employee. She managed two employees at her small GTS office in Falls Church, Virginia, but her duties involved significant travel. In her role as regional manager, Meson reported to GTS's Tampa, Florida headquarters.

As a sales representative, Meson had the opportunity to earn commissions, in addition to receiving her base pay and management compensation. Under GTS's Sales Commission Plans ("Plans"),1 a sales representative could earn Gross Margin Commissions by arranging and completing Gross Margin Commission Events ("Commission Events") on the leases in her portfolio. Commission Events consisted of various transactions that resulted in the generation of a positive Gross Margin, or profit. Examples included lease renewal, lease extension, equipment sale, and lease termination. A portion of the expected Gross Margin Commission, labeled the Lease Origination Commission, was paid to a sales representative at the start of a lease.2

When a Commission Event occurred, GTS would calculate the Gross Margin generated on the lease.3 The sales representative would then receive the Gross Margin Commission (equal to approximately twenty-five percent of GTS's profit on the transaction) less the Lease Origination Commission already paid. If the Lease Origination Commission exceeded the value of the Gross Margin Commission, the difference was deducted from the sales representative's commission account. The Plans stipulated that the sales representative had to be employed on the date commissions became payable, and "[r]esignation or termination [would] result in the forfeiture of any further commissions as of the last date of employment." J.A. 287.

In April 2004, GATX announced its plan to sell the assets of GTS to CIT Corporation ("CIT"). Employees were informed that unless offered positions with CIT, they would be paid only through July 25, 2004. Meson was not offered a position, and her employment thus ended when the asset sale closed on June 30, 2004. In response to Meson's request, GTS informed her that she would receive "no bonus payment related to [her] lease portfolio." J.A. 308.

On December 2, 2004, Meson filed a complaint against GATX in the U.S. District Court for the District of Maryland alleging: (I) breach of contract for failure to pay all compensation due; (II) violation of the Maryland Wage Law; (III) refusal to pay severance; and (IV) violation of the WARN Act, 29 U.S.C. § 2101 et seq.4 The district court applied Maryland law, the law of the forum, as neither party presented facts sufficient to justify application of any other state's law.5 The court granted summary judgment on all Counts and entered final judgment in favor of GATX on August 1, 2006. As to Meson's breach of contract claim regarding sales commissions (Count I), the court found that Meson was not entitled to these commissions because the asset sale was not a Commission Event.6 With respect to Count II, the court found that Meson could not invoke the Maryland Wage law because GATX did not meet the law's definition of employer. As to Count IV, the court found Meson's Falls Church, Virginia office, her fixed place of work, to be her "single site of employment." Because that office had fewer than fifty employees, the district court decided that Meson was not entitled to the protections of the WARN Act. Meson appeals the judgment on Counts I, II, and IV.

We review de novo the district court's grant of summary judgment in favor of GATX, viewing the facts in the light most favorable to Meson. See United States v. Diebold, Inc., 369 U.S. 654, 655, 82 S.Ct. 993, 8 L.Ed.2d 176 (1962); LeBlanc v. Cahill, 153 F.3d 134, 148 (4th Cir.1998). Summary judgment is proper only where "there is no genuine issue as to any material fact" and GATX is "entitled to judgment as a matter of law." See United States v. Ringley, 985 F.2d 185, 186 (4th Cir.1993) (citing Fed.R.Civ.P. 56(c)).


Meson's argument regarding her entitlement to Gross Margin Commissions (Count I) has mutated on appeal. In the district court, she argued that the asset sale to CIT was itself a Commission Event. Meson has since abandoned that position. Her sole argument now is that she is entitled to commissions under the performance prevention doctrine ("prevention doctrine"), a common-law principle of contract law, because the asset sale prevented her from completing Commission Events on the leases in her portfolio. Application of the prevention doctrine to the facts of this case constitutes a mixed question of law and fact, Moore Bros. Co. v. Brown & Root, Inc., 207 F.3d 717, 724 (4th Cir. 2000), which we review by inspecting factual findings for clear error and examining de novo the legal conclusions derived from those facts, U.S. Dep't. of Health & Human Servs. v. Smitley, 347 F.3d 109, 116 (4th Cir.2003).

In support of her argument, Meson relies on this court's articulation of the prevention doctrine in the seminal case of Fuller v. Brown: "[I]f [one party to a contract] is himself the cause of the failure of performance, either of an obligation due from him or of a condition upon which his liability depends, he cannot take advantage of the failure."7 15 F.2d 672, 677 (4th Cir.1926) (quoting 2 Williston on Contracts ¶ 677).

The facts in Fuller present a paradigm of the circumstances in which the prevention doctrine has been found to apply. The employer there promised to pay an employee a share of the profits on each ship the company manufactured and sold. These "bonuses" were conditioned upon the employee rendering satisfactory service until the completion of all twelve ships contemplated by the contract. Id. at 675. Upon completion of each of the first six ships, the employer paid the employee fifty percent of the bonus due on the particular ship and retained the other fifty percent. The employee was to receive the remainder, as to each ship, upon completion of the twelfth ship. Id. After the tenth ship was completed, the employer closed the shipyard. Id. at 677. The employer also refused to pay the employee the retained portions of his bonuses, which the employee then sued to recover. Id. Finding in favor of the employee, this court held that the completion of twelve ships merely fixed the time of payment. Id. at 677, 678. The court went on to note, moreover, that even if the completion of all twelve ships were considered a condition precedent to payment, "the failure to complete them cannot avail the defendant, as defendant itself was responsible for the failure." Id.

The few cases in which Maryland courts have found the prevention doctrine applicable involve facts similar to those in Fuller. Singer Construction Co. v. Goldsborough, 147 Md. 628, 128 A. 754 (1925), is representative of such limited circumstances. In Singer, a broker was employed to sell properties for a real estate corporation. The broker "found and presented to the [corporation], within the time specified, a purchaser who was able, willing and ready to buy upon the terms specified." Id. at 758. The corporation, however, declined to make the sale and sold the property to another party. Id. The corporation also refused to pay the broker a commission, which the broker then sued to recover. The Court of Appeals of Maryland held that although the defendant had the power to decline to sell the property, "[w]here the agent has done all he undertook to do, and procured a buyer as contemplated, he may not be deprived of his right to remuneration" simply because the corporation refuses to complete the sale. Id.

Invoking the prevention doctrine, Meson contends that Commission Events would have occurred on her leases but for the asset sale, and since GATX was responsible for that sale, GATX must compensate her for the commissions that she would have otherwise...

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