Vetromile v. Jpi Partners LLC

• Court: U.S. District Court — Southern District of New York
• Writing for the Court: KENNETH M. KARAS
• Citation: Vetromile v. JPI Partners, LLC, 706 F.Supp.2d 442 (S.D. N.Y. 2010)
• Decision Date: 30 March 2010
• Docket Number: No. 07-CV-11032 (KMK).,07-CV-11032 (KMK).
• Parties: Glen VETROMILE, Plaintiff,v.JPI PARTNERS, LLC, Defendant.

706 F.Supp.2d 442

Glen VETROMILE, Plaintiff,v.JPI PARTNERS, LLC, Defendant.

No. 07-CV-11032 (KMK).

United States District Court S.D. New York.

March 30, 2010.

COPYRIGHT MATERIAL OMITTED

Paul T. Shoemaker, Esq., Greenfield, Stein & Senior, L.L.P., New York, NY, for Plaintiff.

Neil G. Sparber, Esq., Fulbright & Jaworski, L.L.P., New York, NY, for Defendant.

OPINION AND ORDER

KENNETH M. KARAS, District Judge:

Plaintiff, Glen Vetromile (“Plaintiff” or “Vetromile”), brings this action against JPI Partners, LLC (“JPI” or “Defendant”), his former employer, asserting breach of contract, quantum meruit, and unjust enrichment claims for the alleged failure of JPI to pay certain compensation and severance. Before the Court are the Parties' cross-motions for summary judgment. For the reasons stated herein, Defendant's Motion for Summary Judgment is granted in part and denied in part, and Plaintiff's Cross-Motion for Summary Judgment is denied.

I. Background

A. Factual Background

Plaintiff was employed by Defendant as the “senior vice president and New York area partner” from on or about June 26, 2006 until on or about November 13, 2006, when he was terminated. (Def.'s Statement of Undisputed Facts Pursuant to Local R. 56.1 (“Def.'s 56.1 Stmt.”) ¶¶ 22, 27.) ¹ Plaintiff was an at-will employee of Defendant. ( Id. ¶ 23.) Plaintiff's termination was not for cause, but due to “cultural differences.” (Aff. of Neil Sparber (“Sparber Aff.”) Ex. F, at 88.)

1. Contractual Provisions and Plaintiff's Claims

Plaintiff asserts that he is entitled to three separate bonuses, participation in a profit sharing program, and severance benefits. (Pl.'s Mem. of Law in Opp'n to Def.'s Mot. for Summ. J. & in Supp. of Pl.'s Cross-Mot. for Summ. J. (“Pl.'s Mem.”) 6-11.) These claims are grounded primarily in the contract signed by the Parties on June 16, 2006, which was entitled “Area Development Partners Profit Participation Plan” (the “Contract”). (Aff. of Jim Butz (“Butz Aff.”) ¶ 3; id. Ex. A, at J52.) The Contract included provisions generally applicable to employees of Defendant at Plaintiff's level, and the accompanying “Addendum to Partners Profit Participation Plan” (the “Addendum”), which contained provisions specific to Plaintiff. ( Id. at J68.)

a. The Bonuses

The Contract and Addendum provide for multiple bonuses for Plaintiff. The first bonus is a $100,000 employment bonus dictated by the following provision in the Addendum: “For the first three years of employment a minimum of $100,000.00 bonus will be paid as approved by the [Defendant] and the [Plaintiff] must be employed by the Company. The above stated bonus is not a draw and will not be netted with future Profit Participation payments.” ( Id.)

The remaining two bonuses are for $50,000 and $100,000, and are governed by the following provision in the Addendum:

Notwithstanding any other provisions of the Plan, JPI will pay incentives according to the following parameters for the first three years of employment:

i. $50,000.00 per each executed deal as approved by the Investment Committee, put through due diligence, and earned money put at risk.

ii. $100,000.00 per each deal with a completed purchase of land.

( Id.)

b. Profit Sharing Program

Under the Contract, Plaintiff was entitled to participate in the Profit Participation Plan (“PPP”), which entitled Plaintiff to 2% of certain revenues for any project listed in an amended Exhibit B to the Contract. (Def.'s 56.1 Stmt. ¶¶ 23-24.) The Contract provided that projects would be added to “amended Exhibit B['s] in the Company's sole discretion,” and that Plaintiff “w [ould] have no interest in any future project until such project is added to an amended Exhibit B.” (Butz Aff. Ex. A, at J53.) No project was ever added to any amended Exhibit B provided to Plaintiff. (Def.'s 56.1 Stmt. ¶ 25.)

2. The Maritime Yards Project

In or about July 2006 (Plaintiff's first month of employment with Defendant), Plaintiff, through his contacts with Clay Fowler, introduced a viable transaction to Defendant known as the Maritime Yards Project. ( Id. ¶ 30.) Fowler has testified that the Maritime Yards Project was an off-market transaction, which means that it was not being advertised and that offers were not being actively sought. (Aff. of Paul T. Shoemaker in Supp. of Pl.'s Cross-Mot. for Summ. J. & in Opp'n to Def.'s Mot. for Summ. J. (“Shoemaker Aff.”) Ex. 5, at 9-11.) During the course of a friendly conversation, Fowler mentioned the project to Plaintiff. ( Id. Ex. 5, at 10.) After Plaintiff brought the project to Defendant, Plaintiff and Fowler engaged in negotiations over several months. ( Id. Ex. 5, at 13.) These negotiations did not, during Plaintiff's employment, result in any signed agreements. (Def.'s 56.1 Stmt. ¶¶ 31-32.) At or around when Plaintiff was terminated, Plaintiff ceased to negotiate with Fowler and another JPI employee took over the negotiations. (Shoemaker Aff. Ex. 5, at 18-19.) A letter of intent was signed on November 16, 2006. ( Id. Ex. 5, at 17-19.) Defendant approved the deal on or about March 15, 2007, and the purchase was completed on September 19, 2007. (Def.'s 56.1 Stmt. ¶¶ 35-36.) Fowler testified that his negotiations with Plaintiff produced predecessor documents to the letter of intent that was ultimately signed (Shoemaker Aff. Ex. 5, at 15-17), and that, though he had heard of Defendant prior to these dealings, he would not have known of Defendant's interest in the project and Defendant would not have been involved had it not been for Plaintiff, ( id. Ex. 5, at 9).

3. Plaintiff's Termination

On November 13, 2006, Defendant sent a letter to Plaintiff entitled “RE: Agreement Concerning Termination of Employment” (the “Termination Letter”) offering Plaintiff, inter alia, $35,828.31 “after receipt of a fully executed copy of this Severance Agreement.” ( Id. Ex. 1 ¶ 3.) The Termination Letter also specified that Plaintiff would, among other things, “fully release the [Defendant] and its Affiliates from any claims arising from your employment with the [Defendant] or otherwise.” ( Id. Ex. 1 ¶ 9.) Plaintiff rejected this offer. (Pl.'s 56.1 Stmt. ¶¶ 2-3.) Defendant's written severance policy states that employees who are employed for fewer than six months are not entitled to severance, and that “[t]he severance pay policy is to be administered according to the discretion of management and may be altered or discontinued at any time without prior notice to Associates” (Butz Aff. Ex. D), but a November 13, 2006 internal email (the “Nov. 13, 2006 Email”) to Defendant's payroll department stated that Plaintiff was eligible for severance pay, (Shoemaker Aff. Ex. 7).

B. Procedural Background

This case was removed from state court to this Court on December 5, 2007. Defendant filed its Motion for Summary Judgment on May 1, 2009. Plaintiff filed his Cross-Motion for Summary Judgment on May 4, 2009. The Court held oral argument on February 11, 2010.

II. Discussion

A. Summary Judgment Standard

Summary judgment may be granted where it is shown that there is “no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). “When ruling on a summary judgment motion, the district court must construe the facts in the light most favorable to the non-moving party and must resolve all ambiguities and draw all reasonable inferences against the movant.” Dallas Aerospace, Inc. v. CIS Air Corp., 352 F.3d 775, 780 (2d Cir.2003); see also Tufariello v. Long Island R.R., 458 F.3d 80, 85 (2d Cir.2006) (noting that the court must draw all reasonable inferences in the nonmovant's favor).

A party seeking summary judgment bears the burden of establishing that no genuine issue of material fact exists. See Atl. Mut. Ins. Co. v. CSX Lines, L.L.C., 432 F.3d 428, 433 (2d Cir.2005). If the non-movant would bear the burden of proof at trial, it “is sufficient for the movant to point to a lack of evidence to go to the trier of fact on an essential element of the nonmovant's claim. In that event, the nonmoving party must come forward with admissible evidence sufficient to raise a genuine issue of fact for trial....” Jaramillo v. Weyerhaeuser Co., 536 F.3d 140, 145 (2d Cir.2008) (internal citations omitted); see also Goenaga v. March of Dimes Birth Defects Found., 51 F.3d 14, 18 (2d Cir.1995) (“Once the moving party has made a properly supported showing sufficient to suggest the absence of any genuine issue as to a material fact, the nonmoving party, in order to defeat summary judgment, must come forward with evidence that would be sufficient to support a jury verdict in his favor.”).

“When the moving party has carried its burden under Rule 56(c), its opponent must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986) (footnote omitted); see also McPherson v. N.Y. City Dep't of Educ., 457 F.3d 211, 215 n. 4 (2d Cir.2006) (“[S]peculation alone is insufficient to defeat a motion for summary judgment.”). A fact is material when “it might affect the outcome of the suit under governing law.” McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 202 (2d Cir.2007) (internal quotation marks omitted). At summary judgment, a court is not charged with weighing the evidence and determining its truth, but with determining whether there is a genuine issue for trial. See Westinghouse Elec. Corp. v. N.Y. City Transit Auth., 735 F.Supp. 1205, 1212 (S.D.N.Y.1990). A court's goal should be to “isolate and dispose of factually unsupported claims.” Celotex, 477 U.S. at 323-24, 106 S.Ct. 2548.

B. Interpretation of Contracts

1. General Principles

Neither Party disputes that this case is subject to New York's substantive law of contracts. (Def.'s Mem. of Law in Supp. of Mot. for Summ. J. (...