Woodward v. Scapa North America
Filing
53
ORDER: See attached Ruling on Application of Foreign Law. Signed by Judge Vanessa L. Bryant on 12/6/12. (Ives, D)
FinalVLBUNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
ANDREW WOODWARD,
Plaintiff,
v.
SCAPA NORTH AMERICA,
Defendant.
:
:
:
:
:
:
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CIVIL ACTION NO.
3:10-CV-01957 (VLB)
December 6, 2012
RULING ON APPLICATION OF FOREIGN LAW [Dkts. 33, 34]
I.
Introduction
Pursuant to Fed. R. Civ. P. 44.1, Defendant Scapa Group, PLC, d/b/a Scapa
North America (“Scapa”) filed on the docket a Notice of Foreign Law, providing
the Court and Plaintiff with notice of its intent to raise an issue concerning United
Kingdom (“U.K.”) law in response to Plaintiff’s contention that Scapa failed to pay
“amounts owed to him under the nine months’ notice provision” in his
employment agreement governing his assignment with Scapa in the U.K. [Dkt.
27, Notice of Foreign Law] In response to this notice, the Court ordered Scapa to
identify and brief the issues of foreign law, and ordered Woodward to respond to
such briefing. The parties have subsequently identified and briefed the issue.
[Dkt. 33, Scapa Memo; Dkt. 34, Woodward Response] While Defendant Scapa
argues that under Connecticut choice of law principles U.K. law controls the pay
dispute at issue, Woodward contends that because he returned to the United
States, the terms of his employment agreement dictate that Connecticut law
applies. [Id.] The Court now considers the application of U.K. law. For the
reasons stated below, the Court concludes that the law of the United Kingdom
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applies as Woodward was still on his U.K. assignment and subject to the terms of
the U.K. Agreement during the period in question and that the U.S. Agreement
had been terminated.
II.
Factual Background
Woodward entered into an employment agreement entitled “Agreement
Management” in 1996 with the predecessor of Scapa, Coating Sciences, Inc. (the
“U.S. Agreement”). [Dkt. 1, Compl. at 7; Dkt. 43 U.S. Agreement at preamble, ¶
10(g)] The parties do not dispute that Scapa Group, plc, doing business as Scapa
North America, succeeded to the rights and obligations of the U.S. Agreement
upon its acquisition of Coating Sciences, Inc. The U.S. Agreement states that it
“shall be construed pursuant to and in accordance with the laws of the State of
Connecticut.” [Dkt. 43, U.S. Agreement at ¶ 10(i)] It also includes a provision
entitling Woodward to six months’ severance upon termination without cause to
be paid monthly in arrears. [U.S. Agreement at ¶ 7] In 2005, Woodward accepted
an assignment with Scapa Group, plc in the United Kingdom as outlined in the
“Temporary Assignment Letter” issued to him. On December 7, 2007 Woodward
became European Managing Director of Scapa Group, plc doing business as
Scapa Europe. [Compl. at ¶ 9] Thereupon Woodward and Scapa Group, plc
entered into an agreement governing his assignment in the United Kingdom (the
“U.K. Agreement”). [Compl. at ¶ 13; Dkt. 43, U.K. Agreement]
The U.K. Agreement states that it
outlines the principal terms and conditions of your
assignment to the United Kingdom and, insofar as they
are different from the terms of your USA contract,
2
constitute a temporary variation to your current contract
of employment in the USA. These terms and conditions
will be effective only during the time you remain in the
UK, and only for the period of this assignment, after
which you will revert to the standard terms and
conditions of your USA contract or another contract
agreed between yourself and Scapa Group.
[Dkt. 43, U.K. Agreement at preamble] The U.K. Agreement also provides that:
The assignment will start on 1 January 2008 following
the end of your current assignment as European
Commercial Director and will continue for a period of 2
½ years. Six months before the end of the period we will
discuss with you your next role in the Group including
the guarantee that you will return to the USA at the end
of the assignment to a position at least as favourable in
terms and conditions of employment and status as that
which you occupied before this assignment (i.e. VP
Commercial).
[Dkt. 43, U.K. Agreement ¶1] It further directs that “You will remain on the US
payroll during the period of this assignment and continue to participate in the
benefit programmes available to salaried employees, including the Scapa North
America Inc Pension Plan, Scapa North America 401K Savings Plan, Life
Insurance, Short and Long Term Disability Insurance, and the Company’s
Business Travel Insurance Plans, Dental Insurance.” [Dkt. 43, U.K. Agreement
¶13] Additionally, Woodward was “entitled at the Company’s expense to the cost
of eight economy return airfares to the USA per year during this assignment.”
[Dkt. 43, U.K. Agreement ¶9] Scapa also agreed to repatriate Woodward to the
United States at company expense if he was terminated for reasons other than
his misconduct. [Dkt. 43, U.K. Agreement ¶14] The U.K. Agreement includes a
termination notice provision as follows:
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Your employment will be subject to nine months
termination by either party, during which all the terms
and conditions and benefits of this role will remain in
place. If the employment is terminated by the Company
for any reason other than your own misconduct, you
and your family will be repatriated to the USA at the
Company’s expense. If you terminate the employment
voluntarily or it is terminated as a result of your own
misconduct, the Company will not be responsible for the
cost of repatriation.
[Id. at ¶ 14] The choice of law provision in the U.K. Agreement states:
Any matters of interpretation of this agreement insofar
as it varies the terms of your USA contract of
employment will be subject to the practices of Scapa
Group in the UK and the provisions of UK law. In all
other respects, the provisions of the US contract will
take precedence.
[Id. at closing] The U.K. Agreement also described Woodward’s role as European
Managing Director and Woodward’s hours of work. [Id. at ¶¶ 2, 11]
On November 17, 2009, Scapa Group, plc sent Woodward a letter (the “2009
Letter”) confirming its oral notice that it was terminating Woodward’s
employment. [Dkt. 33, Scapa Memo at Exh. C, 2009 Letter] In accordance with
the nine months’ termination notice provision contained in the U.K. Agreement,
the 2009 Letter stated that Woodward’s employment with Scapa would be
terminated effective August 17, 2010. [Id.] The 2009 Letter further stated:
You are no longer required to attend work unless
specifically requested to do so and you should therefore
refrain from attending the offices or contacting any of
our customers, suppliers, employees, officers or
representatives. However, you will remain employed by
Scapa NA and must be available during normal working
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hours to deal with any work-related matters that may
arise. You will continue to receive your normal salary
and contractual benefits up to your final day of
employment.
During your notice period, you should not undertake
any other business or profession without prior written
consent of the Company, or be or become an employee,
officer or agent of any other firm, company or person.
[Id.] Consistent with Scapa’s use of abbreviations, the Court interprets Scapa NA
to mean Scapa North America.
Prior to the expiration of the notice period and shortly before February 5,
2010 Woodward returned to the United States. The parties have not indicated
whether he returned on holiday or was repatriated. There is no evidence that
Woodward was no longer employed by Scapa or that he was no longer required
to be available during normal working hours to deal with any work-related matters
that may arise, nor is there any evidence that he did not continue to receive his
normal salary and contractual benefits after his return to the U.S.
Three months after receipt of the termination of his U.K. assignment and
shortly after his return to the U.S., Scapa Group, plc sent Woodward a second
letter notifying him that his employment with Scapa North America was
terminated effective immediately (the “2010 Letter”). [Dkt. 33, Scapa Memo at
Exh. D; Dkt. 34, Woodward Response at p. 4] In this 2010 Letter, Scapa noted that
“[t]he 2007 agreement provides that after your UK assignment concluded, you
reverted to the terms and conditions of your USA contract, that is, the ‘Agreement
Management’ dated January 31, 1996.” [Id.] The 2010 Letter further provided that
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Woodward had been informed that his “employment by Scapa North America, Inc
would terminate on August 17, 2010,” the same date on which the U.K. Agreement
was to terminate. [Id.] It further provides:
Scapa North America Inc now gives you notice that it is
terminating your employment, without cause, effective
February 14, 2010. You will continue to be compensated
through August 17, 2010. This will include the sixmonths of severance payments provided for in
paragraph 7 of the 1996 agreement as well as pay in lieu
of the remaining portion of the notice of termination
provided to you in November.
[Id. (emphasis added)] The 2010 Letter also reminded Woodward of his
noncompetition obligations ongoing until August 13, 2011, which were contained
in the U.S. Agreement. [Id.]
On June 21, 2010, Woodward began employment at Vernay, a company not
affiliated with Scapa. [Dkt. 33, Scapa Memo at Exh. E (Woodward Depo.), p. 171]
Scapa reduced by the amount of income Woodward earned from Vernay the
severance payments due under the U.S. Agreement in accordance with the
principles of mitigation under United Kingdom law. Woodward contends that
Connecticut law applies because he was physically present in the State of
Connecticut when Scapa reduced his severance payments and that under
Connecticut law he is entitled to severance notwithstanding the fact that he
secured another position.
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III.
Discussion
The parties have asked the Court to interpret the agreements and to
determine whether United Kingdom or Connecticut law applies to Woodward’s
claim that Scapa failed to pay him amounts due under the notice provision in the
U.K. Agreement which expressly designated U.K. law as controlling. Scapa
contends that U.K. law governs because the plain language of the U.K.
Agreement deems that U.K. law applies to interpretation of the contract. Scapa
further argues that, upon Woodward’s employment with another company in
June, 2010, Woodward breached the terms of the U.K. Agreement. [Dkt. 33,
Scapa Memo] Woodward, on the other hand, urges that Connecticut law applies
because he had physically returned to the United States with Scapa’s consent,
necessitating reversion to the terms of the U.S. Agreement and the Connecticut
choice of law provision. In support, Woodward cites the U.K. Agreement, which
provided that its terms and conditions would “be effective only during the time
you remain in the UK.” [Dkt. 34, Woodward Response]
As a federal district court sitting in diversity, this Court is “obligated to
apply the law of the forum state in analyzing preliminary choice-of-law
questions.” Cap Gemini Ernst & Young, U.S., L.L.C. v. Nackel, 346 F.3d 360, 365
(2d Cir. 2003); see also MacDermid, Inc. v. Raymond Selle and Cookson Group
PLC, 535 F. Supp. 2d 308 (D. Conn. 2008) (JBA) (holding same). Accordingly, this
Court must apply Connecticut choice of law to determine which law applies. The
Connecticut Supreme Court has adopted the Restatement (Second) of Conflicts
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of Laws for the purpose of determining which law applies to the interpretation of
a contract. Elgar v. Elgar, 238 Conn. 839, 851-52 (Conn. 1996). The Restatement
(Second) of Conflicts of Laws provides:
(1) The law of the state chosen by the parties to govern
their contractual rights and duties will be applied if the
particular issue is one which the parties could have
resolved by an explicit provision in their agreement
directed to that issue.
(2) The law of the state chosen by the parties to govern
their contractual rights and duties will be applied, even
if the particular issue is one which the parties could not
have resolved by an explicit provision in their
agreement directed to that issue, unless either
(a) the chosen state has no substantial relationship
to the parties or the transaction and there is no other
reasonable basis for the parties' choice, or
(b) application of the law of the chosen state would
be contrary to a fundamental policy of a state which
has a materially greater interest than the chosen
state in the determination of the particular issue and
which, under the rule of § 188, would be the state of
the applicable law in the absence of an effective
choice of law by the parties.
(3) In the absence of a contrary indication of intention,
the reference is to the local law of the state of the
chosen law.
Restatement (Second) of Conflict of Laws § 187 (1971).
Here, the parties have chosen the laws which should apply to a dispute
over the terms of their agreements. Neither party has asserted that either the
U.K. or Connecticut lacks sufficient contact with the subject of the contractual
relationship or that either public policy or the law of either jurisdiction would be
offended by the application of the law of the other. Thus, the Court concludes
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that the parties’ choices in the Agreements to apply U.K. law to the U.K.
Agreement and Connecticut law to the U.S. Agreement as indicated in the
respective choice of law provisions are valid.
Next, as the parties dispute whether the choice of law provision in the U.S.
Agreement became controlling upon Woodward’s physical return to the United
States, the Court must interpret the contractual provisions at issue. “A contract
must be construed to effectuate the intent of the parties, which is determined
from the language used interpreted in the light of the situation of the parties and
the circumstances connected with the transaction.” Murtha v. Hartford, 303
Conn. 1, 7-8 (Conn. 2011). See also Harbour Pointe, LLC v. Harbour Landing
Condominium Ass’n, Inc., 300 Conn. 254, 260 (Conn. 2011) (“In ascertaining the
contractual rights and obligations of the parties, we seek to effectuate their
intent, which is derived from the language employed in the contract, taking into
consideration the circumstances of the parties and the transaction. . . . We accord
the language employed in the contract a rational construction based on its
common, natural and ordinary meaning and usage as applied to the subject
matter of the contract . . . .”). "Where the language of the [writing] is clear and
unambiguous, the [writing] is to be given effect according to its terms. A court
will not torture words to import ambiguity where the ordinary meaning leaves no
room for ambiguity.... Similarly, any ambiguity in a [written instrument] must
emanate from the language used in the [writing] rather than from one party's
subjective perception of the terms.... If a contract is unambiguous within its four
corners, the determination of what the parties intended by their contractual
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commitments is a question of law." Murtha, 303 Conn. at 7-8 (internal quotation
marks and citations omitted); see also Harbour Pointe, 300 Conn. at 260-61
(Conn. 2011) (“[A] contract is unambiguous when its language is clear and
conveys a definite and precise intent . . . . The court will not torture words to
impart ambiguity where ordinary meaning leaves no room for ambiguity . . . .
Moreover, the mere fact that the parties advance different interpretations of the
language in question does not necessitate a conclusion that the language is
ambiguous . . .”) (internal quotation marks and citations omitted).
After analysis of the U.K. Agreement and the information provided by the
parties, the Court concludes that U.K. law governs the rights and obligations of
the parties, including the question of whether Scapa breached the terms of the
U.K. Agreement, as the agreements here are unambiguous. At the start of
Woodward’s employment with Scapa, he was subject to the U.S. Agreement.
After several years of employment Woodward accepted a temporary assignment
to the U.K., after which point he entered into the U.K. Agreement. The terms of
the U.K. Agreement modified the U.S. Agreement during Woodward’s tenure as a
Managing Director of Scapa Group, plc in Europe and denoted that U.K. law
would control “any matters of interpretation of this agreement insofar as it varies
the terms of your USA contract of employment.” The Court notes that the notice
provision in the U.K. Agreement – which provided for continuation of payment to
Woodward until the termination of the notice period – amended the severance
provision of the U.S. Agreement for the tenure of Woodward’s assignment to the
U.K. “Severance pay policies serve two objectives: first, to protect employees
10
from the economic hardship of joblessness, and second, to reward employees for
past service to the company.” Bradwell v. GAF Corp., 654 F.2d 798, 801 (2d Cir.
1992). See also Kosswig v. Timken Co., No. 3:06cv499 (PCD), 2007 WL 2320537
(D. Conn. Aug. 10, 2007) (noting Second Circuit’s holding of same); In re Enron
Corp., 300 B.R. 201, 216 (S.D.N.Y. 2003) (holding same); Gilbert v. Burlington
Inds., Inc., 765 F.2d 320, 325 (2d Cir. 1985) (“Although severance pay is often a
reward for past service, it also serves the same purpose as unemployment
benefits. When ties that bind an employee to his or her company are severed by
the employer, unemployment for the employee-whether fleeting or permanent-is
an inexorable consequence.”). Likewise, notice requirements “in employment
relationships . . . are principally viewed as protecting employees against
suddenly being left without either a job or a salary.” Holt v. Seversky
Electronatom Corp., 452 F.2d 31, 34 (2d Cir. 1971) (interpreting New York law).
Thus, where the intent of both the severance payments under the U.S. Agreement
and the notice payments under the U.K. Agreement were the same – to allow
Woodward to be held over financially while searching for new employment – the
Court must conclude that the notice provision in the U.K. Agreement supplanted
the severance provision in the U.S. Agreement such that while Woodward was
engaged in his assignment to the U.K., he was entitled to notice payments upon
notice of termination, not to both notice and severance payments.
The U.K. Agreement specifically contemplated that Woodward’s
assignment to the U.K. would be temporary and upon his repatriation he would
return to the United States “at the end of the assignment to a position at least as
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favourable in terms and conditions of employment and status as that which
[Woodward] occupied before this assignment.” [Dkt. 43, U.K. Agreement at ¶ 1]
Per the U.K. Agreement, Woodward was terminable at will effective nine months
after he received notice of his termination. Scapa gave such notice on November
17, 2009 and denoted August 17, 2010 as the end date of this notice period and
Woodward’s termination date. The parties agreed that Woodward would revert to
the U.S. Agreement after his U.K. assignment ended; however, the U.S.
Agreement was terminated on February 5, 2010 pursuant to the 2010 Letter and
prior to the termination of the notice period in the U.K. Agreement, with
severance payments terminating coterminous with the end of the termination
notice period under the U.K. Agreement. Thus, there remained no U.S.
Agreement to which Woodward could revert upon the termination on August 17,
2010 of the U.K. Agreement. Under the plain terms of the U.K. Agreement,
Woodward was an employee of Scapa Group, plc in the U.K. and subject to the
terms and conditions of the U.K. Agreement until the date upon which the nine
months’ notice period expired: August 17, 2010, which date occurred after the
termination of the U.S. Agreement.
Pursuant to the U.K. Agreement, Woodward remained an employee of
Scapa Group, plc in the U.K. until August 17, 2010 as he was obligated to remain
available for and to attend to Scapa Group’s business matters. The U.K.
Agreement provided that, during the notice period, “all the terms and conditions
and benefits of [Woodward’s role with Scapa] will remain in place.” The 2009
Letter sent by Scapa notifying Woodward of his impending termination explicitly
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provided that Woodward must be available during normal working hours to
attend to company matters upon request and should not undertake new
employment without Scapa’s written permission before the end of the notice
period. The matters to which Woodward was obligated to attend – as he had
been a European Managing Director for several years – were Scapa Europe
matters with which he was involved prior to notice of his termination. Moreover,
the U.K. Agreement clearly contemplated reversion to the U.S. Agreement to be
incident to Woodward’s continued employment by Scapa Group, plc and his
installation in a new position at Scapa North America following the successful
completion of his European assignment, which never occurred. Consequently,
the reversion provision of the U.K. Agreement was never triggered. Before the
end of the notice period, Woodward returned to the United States and took a
position with another company. Because the notice period under the U.K.
Agreement did not expire until August 17, 2010, at which time Woodward would
cease to be a Scapa employee, Woodward’s assignment to the U.K. and his
obligations under the U.K. Agreement did not end until that date. As a result, the
Court holds that U.K. law governs any rights to compensation and any alleged
breaches of the U.K. Agreement up to August 17, 2010. See Cruz v. Visual
Perceptions, LLC, 136 Conn. App. 330, 334 (Conn. App. Ct. 2012), cert. granted on
other grounds, 306 Conn. 903 (Conn. 2012) (“When, as here, there is definitive
contract language, the determination of what the parties intended by their
contractual commitments is a question of law. . . . Accordingly, our review is
plenary.”).
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Woodward argues that U.S. law must apply because he reverted to the U.S.
Agreement upon his physical return to the U.S., with Scapa’s consent. The Court
finds this interpretation to be contrary to the plain terms of both the U.S. and the
U.K. agreements. The U.K. Agreement provides that the “terms and conditions
[of the UK Agreement] will be effective only during the time you remain in the UK,
and only for the period of this assignment,” after which time Woodward and his
family would be repatriated to the United States and he would revert to the U.S.
Agreement. Woodward relies solely on the first portion of this provision, thus
concluding that his apparently unilateral return to the United States reinstated the
U.S. Agreement and terminated the U.K. agreement. The terms of the agreements
do not support such a construction. The U.K. Agreement stated that Woodward
would revert to the U.S. Agreement only upon termination of his U.K. assignment.
The U.K. assignment did not terminate until August 17, 2010 under the plain
terms of the U.K. Agreement and the obligations contained thereunder, at which
point Woodward ceased his term as a Managing European Director. Woodward
could not discharge his obligations under the U.K. Agreement until August 17,
2010 and thus was bound by the U.K. Agreement until that date, regardless of his
physical return to the United States.
Another provision of the U.K. Agreement militates against the
interpretation advocated by Woodward. The parties could not have meant that
Woodward’s physical location controlled which agreement applied. The U.K.
Agreement had a term in excess of one year and yet provided that Woodward was
“entitled at the Company’s expense to the cost of eight economy return airfares
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to the USA per year during this assignment.” [Dkt. 43] The only reasonable
interpretation of the return to the U.S. language is Woodward’s return to a
position at Scapa North America after the expiration of his U.K. assignment.
Furthermore, even if Woodward correctly interprets the U.K. Agreement to
condition reversion to Connecticut law on his physical return to the United States
(which the Court does not credit), he conveniently omits the second half of the
provision: “and only for the period of this assignment.” If Woodward’s
construction is correct, then both of these conditions must have been met before
Woodward could have reverted to the U.S. Agreement: Woodward must have left
the U.K. and Woodward’s U.K. assignment must have come to an end. Here,
Woodward’s U.K. assignment did not end until August 2010; thus, reversion to
U.S. law could not occur upon his physical return to the United States alone.
Moreover, as explained above, the U.S. Agreement was terminated prior to
the expiration of the notice period and Woodward’s termination by Scapa;
therefore there was no U.S. Agreement to which Woodward could have reverted
upon his return to the U.S. Likewise, the Court does not credit the allusion in the
2010 Letter to Woodward’s reversion to the U.S. Agreement upon his physical
return to the U.S. because this assertion ignores the fact that Woodward
remained employed by Scapa as a U.K. employee until the end of the U.K.
Agreement’s notice period. The Court also notes that, although Woodward
contends that he returned to the U.S. with Scapa’s permission, this does not alter
in any way Woodward’s obligations under the U.K. Agreement, including his
obligation to be available to attend to matters regarding his U.K. position,
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consideration for which were the payments under the notice provision.
Additionally, this contention also does not clarify whether Woodward returned to
the United States temporarily (as he was entitled to do occasionally based on his
vacation time and the provision of eight return tickets per year to the U.S.), or
whether Woodward was repatriated by Scapa under the U.K. Agreement.
Finally, it bears pointing out that if the Court were to credit Woodward’s
contention that the U.K. Agreement ceased to control upon his physical return to
the U.S., the Court would be required to conclude that the additional benefits
provided under the U.K. Agreement, including the pay due to Woodward during
the notice period, would also be forfeit upon his return to the United States, as
the terms and conditions contained in the U.K. Agreement would then only be
applicable during Woodward’s time physically spent in the U.K. In other words,
the current provision stating that the “terms and conditions [of the UK
Agreement] will be effective only during the time you remain in the UK, and only
for the period of this assignment,” would necessarily be revised to read only that
the “terms and conditions [of the UK Agreement] will be effective only during the
time you remain in the UK.” Woodward would thus be due nothing further under
the UK Agreement after the date of his return to the U.S. The Court disagrees that
conditioning the existence of certain terms and not others under the U.K.
Agreement upon Woodward’s physical location in the U.K. is not a viable reading
of the U.K. Agreement.
Lastly, the Court notes that the deposition testimony on which Woodward
relies is, at best, not dispositive and far from complete. Woodward has submitted
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to the Court only two pages of testimony offered by Scapa’s HR Director Stephen
Robinson, both of which are excerpts of larger lines of questioning, the details of
which Woodward fails to provide. The relevant portion of this testimony is as
follows:
Q: I believe that I understood your testimony to be that if
Mr. Woodward, at the end of his UK assignment, if he
returned to the USA he would be governed by the USA
contract. Correct?
A: That is correct, yes.
[Dkt. 34-1(emphasis added), Woodward Response at Exh. 3] The Court is unable
to glean from this snippet of testimony that the U.S. Agreement supplanted the
U.K. Agreement upon Woodward’s physical return to the U.S. It is unclear here if
Robinson was offering testimony as to the events at issue in this action or
offering testimony as to the general terms in the U.K. Agreement, and it is not
clear whether Robinson is equating a return to the U.S. with the end of
Woodward’s contractual assignment to the U.K., or if he considers the two events
to be distinct. It is also unclear if Robinson is referring to a return to the U.S.
occasioned by the end of Woodward’s assignment to the U.K. and return to the
U.S. by way of his acceptance of a subsequent U.S. position with Scapa; the U.K.
Agreement specifically contemplated this eventuality. Because Woodward has
not provided context to this line of questioning contained in pages before or after
this excerpt, because the testimony provided is vague and ambiguous, and
because Woodward’s interpretation of this testimony goes against the plain
language of the U.K. Agreement, the Court may not infer that it supports or
negates Woodward’s contention that U.S. law applied upon his physical return to
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the U.S. Moreover, what is clear from the deposition testimony is that only on
August 17, 2010 at the end of his U.K. assignment would Woodward’s
employment be governed by the U.S. Agreement. On that date, however, the U.S.
Agreement no longer existed.
IV.
Conclusion
For the foregoing reasons, the Court finds that the U.K. Agreement
remained in effect until the end of the Agreement’s nine-month notice period and
effective termination date of Woodward’s assignment to the U.K. and employment
with Scapa: August 17, 2010. Because the U.K. Agreement specifically appoints
U.K. law as applicable, any breach of the U.K. Agreement and any payments due
under it must therefore be governed by U.K. law.
IT IS SO ORDERED.
________/s/__ ________
Hon. Vanessa L. Bryant
United States District Judge
Dated at Hartford, Connecticut: December 6, 2012
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