Pettersen v. Monaghan Safar Ducham PLLC

• Decision Date: 19 March 2021
• Docket Number: No. 2020-192,2020-192
• Citation: 2021 VT 16
• Court: Vermont Supreme Court
• Parties: William Pettersen v. Monaghan Safar Ducham PLLC

2021 VT 16

William Pettersen v. Monaghan Safar Ducham PLLC

No. 2020-192

Supreme Court of Vermont

December Term, 2020

March 19, 2021

NOTICE: This opinion is subject to motions for reargument under V.R.A.P. 40 as well as formal revision before publication in the Vermont Reports. Readers are requested to notify the Reporter of Decisions by email at: JUD.Reporter@vermont.gov or by mail at: Vermont Supreme Court, 109 State Street, Montpelier, Vermont 05609-0801, of any errors in order that corrections may be made before this opinion goes to press.

On Appeal from Superior Court, Chittenden Unit, Civil Division

Helen M. Toor, J.

William Pettersen of Pettersen Law PLLC, Pro Se, Colchester, Plaintiff-Appellant.

Eric D. Jones and Justin G. Sherman of Langrock Sperry & Wool, LLP, Burlington, for Defendant-Appellee.

PRESENT: Reiber, C.J., Eaton, Carroll and Cohen, JJ., and Howard, Supr. J. (Ret.), Specially Assigned

¶ 1. REIBER, C.J. Plaintiff William J. Pettersen appeals the trial court's decision granting summary judgment to his former law firm, defendant Monaghan Safar Ducham PLLC. He argues that sufficient evidence exists to raise a genuine issue of material fact as to his claims for promissory estoppel, unjust enrichment, intentional misrepresentation, and wrongful termination in violation of public policy, and thus contends that summary judgment was inappropriate. We conclude that the trial court properly granted summary judgment and affirm.

¶ 2. The following information is drawn from the statements of facts submitted by the parties in connection with defendant's motion for summary judgment.¹ Defendant hired plaintiff as an associate attorney in February 2016. Throughout his nearly two-year employment with defendant, plaintiff believed that he was underpaid. His starting salary was $55,000 per year, as well as a $3000 annual stipend for health insurance, and other benefits. When defendant's managing partner, Attorney Monaghan, initially offered the job to plaintiff, plaintiff expressed concern with the salary but nevertheless accepted the job. Plaintiff signed an employment letter stating that his employment was at will, incorporating the above starting salary, and noting the potential for bonuses based on his performance and defendant's revenues. After plaintiff worked for defendant for about six months, defendant conducted a performance review and gave plaintiff a nine-percent raise, increasing his base salary to $60,000 per year. Plaintiff was still not satisfied. Throughout his time working for defendant, plaintiff looked for other jobs in Vermont.

¶ 3. Soon after the performance review, plaintiff spoke with Attorney Monaghan regarding his compensation concerns.² Plaintiff told Attorney Monaghan that he was uncomfortable with his salary and sought more information regarding defendant's typical partnership track. Attorney Monaghan asked plaintiff what he thought was a reasonable trajectory. Plaintiff responded that he thought becoming a partner and earning $100,000 annually after five years was reasonable, if his good performance continued. In response, Attorney Monaghan saidthat trajectory was reasonable. Plaintiff clarified that to reach this salary, it would be reasonable that his raises would need to increase as a percentage of his salary, and Attorney Monaghan agreed this was reasonable. Plaintiff asserted that he decided to continue working for defendant based on this conversation, as he viewed Attorney Monaghan's statements as a promise that defendant made to him concerning compensation and partnership.

¶ 4. During his time working for defendant, plaintiff received additional raises and bonuses. In December 2016, defendant gave him a $6000 bonus. He received another $6000 bonus in December 2017. Upon seeing the check, plaintiff told partners that he was "hoping for a bit more." In response, defendant gave him an additional $1100 bonus. In March 2018, defendant conducted plaintiff's second performance review and plaintiff received a four-percent raise, increasing his base salary to $62,500 per year.

¶ 5. After receiving this raise, plaintiff decided that he needed to leave his job with defendant because he believed that defendant breached its "partnership track" promise to him. Later that month, plaintiff copied client files to his personal computer. He also downloaded his emails, calendars, and contact list. He obtained trial accounts with Westlaw and LexisNexis. On April 10, 2018, plaintiff wrote a letter to Attorney Monaghan asserting that he believed he had legal claims against defendant and offering to settle. Plaintiff stated, "I must now look for different employment at a law firm where I will be starting anew," but ended the letter saying, "I will continue my excellent service to [defendant] and its clients in the meantime."

¶ 6. Attorney Monaghan and another partner, Attorney Safar, met with plaintiff immediately and asked if there was anything that they could do to keep him employed with defendant. Plaintiff responded that, based on the way he felt he had been treated, there was no way that he could stay with defendant, and that he was seeking other employment. Attorney Safar responded that it appeared that plaintiff was resigning, but plaintiff told her that was "irrational." Later that day, defendant responded to plaintiff's letter, rejected his settlement offer, and toldplaintiff that "to the extent you have not already resigned your employment, we hereby terminate your employment with [defendant] as of today."

¶ 7. In February 2019, plaintiff filed suit, asserting claims for promissory estoppel, unjust enrichment, intentional misrepresentation, wrongful termination, defamation, and tortious interference with contractual relations. As relevant to this appeal, he first alleged that defendant promised him "a partnership-track position that would earn compensation of $100,000 within five years" and that he would receive "larger raises each of those years." He argued that he relied on this promise and continued to work for defendant when he otherwise would have left, and thus sought recovery under a promissory estoppel theory. Next, he argued that defendant was unjustly enriched by his work because it was inequitable for defendant to benefit from plaintiff's work and billable hours under these circumstances. Third, he contended that Attorney Monaghan's statement—that plaintiff's goal of making partner and earning $100,000 in five years was "reasonable"—constituted an intentional misrepresentation because defendant never intended to make plaintiff a partner, but Attorney Monaghan made the statement to induce plaintiff to continue working for defendant. Finally, he asserted that defendant's decision to fire him after he raised his legal claims in the April 2018 letter violated public policy. Defendant moved for summary judgment on all claims.³

¶ 8. The court granted defendant's motion for summary judgment. As to the promissory estoppel claim, the court concluded on the undisputed facts that Attorney Monaghan's statement—that plaintiff's proposed career trajectory was "reasonable"—was a vague statement that was not actionable as a promise. Even if the statement were a promise, the court concluded that plaintiff had shown neither reliance upon nor detriment from it. As to the unjust enrichment claim, the court observed nothing unjust because defendant paid plaintiff the agreed-upon salary and plaintiffreceived several bonuses and raises. The court rejected plaintiff's argument that defendant was unjustly enriched by plaintiff's work because it billed more than it paid him, as "[t]hat is the way law firms work." As to the intentional misrepresentation claim, the court stated again that plaintiff had not shown reliance on Attorney Monaghan's statement. Additionally, it concluded that the claim failed because the statement was merely an opinion and was not part of a scheme to defraud plaintiff. Finally, as to the wrongful termination claim, the court concluded that even if a jury believed that plaintiff was fired, this claim would fail because defendant's decision to fire an employee who threatened to sue involved only the private interests of the parties and thus did not implicate—much less violate—public policy. This appeal followed.

¶ 9. This Court "review[s] summary judgment decisions de novo, using the same standard as the trial court." Morisseau v. Hannaford Bros., 2016 VT 17, ¶ 12, 201 Vt. 313, 141 A.3d 745. Under Vermont Rule of Civil Procedure 56, summary judgment is appropriate when the undisputed facts show that the moving party is entitled to judgment as a matter of law. Id.; V.R.C.P. 56(a). We will accept as true the allegations made in opposition to the motion if they are supported by the record. Robertson v. Mylan Labs., Inc., 2004 VT 15, ¶ 15, 176 Vt. 356, 848 A.2d 310. "[T]he nonmoving party receives the benefit of all reasonable doubts and inferences." Id.

¶ 10. On appeal, plaintiff argues that the trial court erred by granting summary judgment. He asserts that there exist genuine issues of material fact as to each element of his claims, making summary judgment improper. We conclude that summary judgment was appropriate here and address each claim in turn.

I. Promissory Estoppel

¶ 11. To prevail on his promissory estoppel claim, plaintiff must show that: (1) defendant made a promise to plaintiff that defendant should have reasonably expected to induce action or forbearance; (2) plaintiff relied on the promise to his detriment; and (3) injustice can be avoidedonly by enforcement of the promise. Foote v. Simmonds Precision Prods. Co., 158 Vt. 566, 573, 613 A.2d 1277, 1281 (1992) (adopting elements set out in Restatement (Second) of Contracts).

¶ 12. Plaintiff argues that Attorney Monaghan's statement—that plaintiff's proposed five-year trajectory towards partnership and $100,000 annual compensation was "reasonable"—was an enforceable promise based on the context of the conversation. Plaintif...