Nettleton v. Canyon Outdoor Media, LLC

• Decision Date: 21 December 2017
• Docket Number: Docket No. 44416
• Citation: 408 P.3d 68,163 Idaho 70
• Court: Idaho Supreme Court
• Parties: Allen G. NETTLETON, Plaintiff-Respondent, v. CANYON OUTDOOR MEDIA, LLC, an Idaho limited liability company, Defendant-Appellant.

163 Idaho 70
408 P.3d 68

Allen G. NETTLETON, Plaintiff-Respondent,
v.
CANYON OUTDOOR MEDIA, LLC, an Idaho limited liability company, Defendant-Appellant.

Docket No. 44416

Supreme Court of Idaho, Boise, October 2017 Term.

Filed: December 21, 2017

Worst, Fitzgerald & Stover, Boise, for appellant. Louis V. Spiker argued.

Dinius & Associates, PLLC, Nampa, for respondent. Sarah L. Hallock-Jayne argued.

BRODY, Justice.

163 Idaho 71

This case arises from an employment agreement between Allen Nettleton and Canyon Outdoor Media, LLC ("Canyon Outdoor"), and specifically raises issues regarding Nettleton's entitlement to commission wages following his resignation. The district court granted summary judgment in favor of Nettleton and denied Canyon Outdoor's motion for summary judgment and motion for reconsideration of the rulings on summary judgment. We vacate and remand.

I. FACTUAL AND PROCEDURAL BACKGROUND

Canyon Outdoor is in the business of selling billboard advertisements in southwestern Idaho. At some point during the fall of 2013, Nettleton was hired by Canyon Outdoor as an advertising salesperson. The parties did not enter into a written contract, and, therefore, the parties’ competing assertions throughout the record are the primary source of information on the scope of the employment agreement.

Nettleton was hired by Canyon Outdoor owner-manager Curtis Massood to sell billboard real estate. In April 2015, Nettleton resigned in light of disagreements that are not at issue in this case. At that time, Canyon Outdoor paid Nettleton the wages that it claimed were due. Canyon Outdoor did not pay Nettleton any additional wages following his resignation based on its belief that he was no longer entitled to compensation because he could not meet the terms of the employment agreement.

During his employment, Canyon Outdoor compensated Nettleton through three methods: a car allowance, base wages, and commission wages. The car allowance and base wages are not at issue in this case. Nettleton received commission wages on new and renewal contract sales he procured. A new contract was a contract that was either sold to a new customer or sold to a current client and resulted in revenue above the existing contract revenue amount with that client. A renewal contract, on the other hand, was a contract that was sold to a current existing client but did not result in additional revenue above the existing contract revenue amount. When he was first hired, Nettleton received 10% of the revenue received by Canyon Outdoor on new contract sales. The record is unclear as to the percentage he received for renewal contracts.

On February 28, 2014, Nettleton and Canyon Outdoor—through Massood—signed a written schedule setting forth commission rates for new and renewal contracts. The schedule set rates for renewal contracts on an adjustable scale based on the amount of new contract months that Nettleton procured during a given pay period. The schedule also provided that the rate for new contracts would remain the same, stating, "New Contracts will be paid at a Rate of 10% of the Monthly Revenue."

Throughout Nettleton's employment, Canyon Outdoor paid commission wages monthly. The amount of commission wages Nettleton received for a given pay period depended on the amount of client revenue that Canyon Outdoor brought in from the respective client contracts. Nettleton testified that he never received commission wages before Canyon Outdoor received payment from the client. Canyon Outdoor clients normally paid in monthly terms. An exception occurred when Nettleton procured a new contract with Snake River Dental in November 2014. Thereafter, in December 2014, the client paid

408 P.3d 70

163 Idaho 72

in advance the full amount of its twelve-month contract in exchange for a discounted rate. In this instance, after Snake River Dental paid in full, Canyon Outdoor paid Nettleton's commission wages for the entire contract up front.

Following his resignation, in August 2015, Nettleton filed a two-count complaint against Canyon Outdoor in an effort to recover unpaid commission wages. An amended complaint corrected the name of the defendant and left the allegations unaltered. The first count set forth a wage claim under the Idaho Wage Claim Act, for which Nettleton sought treble damages pursuant to Idaho Code section 45-615. The second count alleged a breach of employment contract as an alternative cause of action that sought the same amount of damages without the statutory modifier. Both counts relied on Nettleton's allegations that he was owed commission wages due on contracts he procured before his resignation.

After discovery, the parties filed summary judgment motions, which were accompanied by declarations, affidavits, and memoranda of support. In his motion, Nettleton clarified that he was only seeking commission wages from new contracts he procured prior to his resignation. Following a hearing on the motions, the court issued its memorandum decision and entered an order denying Canyon Outdoor's motion and granting and denying parts of Nettleton's motion. The partial denial of Nettleton's motion was, in essence, the court allocating some of the damages to the breach of contract count; thus, despite the phrasing, the decision effectively disposed of all of the parties’ claims. As such, the court entered a judgment in favor of Nettleton for $21,550. The judgment was later amended to correct Nettleton's name in the caption.

Thereafter, Canyon Outdoor filed a motion for reconsideration of the rulings on summary judgment, attaching an additional declaration from Massood and a supporting memorandum, and later submitting additional briefing. The motion was heard along with the parties’ countering applications for attorney's fees and costs. Following the hearing, the court entered an order denying Canyon Outdoor's motion and granting fees and costs to Nettleton. A second amended judgment was entered to reflect the court's latest rulings.

II. ANALYSIS

Canyon Outdoor presents the following issues on appeal: whether the district court erred in (1) granting Nettleton's motion for summary judgment, (2) denying Canyon Outdoor's motion for summary judgment, (3) denying Canyon Outdoor's motion for reconsideration, and (4) awarding attorney's fees and costs to Nettleton. Both parties claim they are entitled to an award of attorney's fees and costs on appeal.

A. Summary judgment could not be properly granted in Nettleton's favor.

Canyon Outdoor raises three arguments in support of its position that the district court erred in granting Nettleton's motion for summary judgment: (1) the parties did not agree to a term in the employment agreement that covers post-separation compensation; (2) the Snake River Dental contract did not establish a "course of dealing"; and (3) Nettleton was required to service client accounts to be entitled to commission wages. Among these, the third argument was essentially a dispositive issue in the summary judgment rulings below. On appeal, Canyon Outdoor contends that the district court improperly applied the relevant standard of review in reaching its conclusion that a servicing requirement did not exist under the employment agreement. We agree with Canyon...