Brown v. Sullivan et al

Filing 97

ORDER denying Plaintiff's 54 Motion for Summary Judgment; denying Plaintiff's 57 Motion for Summary Judgment; granting in part and denying in part Defendant's 66 Motion for Summary Judgment. Signed by Chief Judge J. Randal Hall on 08/10/2017. (pts)

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IN THE UNITED FOR THE STATES DISTRICT SOUTHERN DISTRICT OF COURT GEORGIA AUGUSTA DIVISION BRANDON BROWN, Plaintiff, * v, * CV 115-035 SAMUEL SULLIVAN, individually and as acting President of Paine College, and PAINE COLLEGE, Defendants. * ORDER Before resigning as President of Paine College, George Bradley offered Plaintiff a four-year employment contract with Paine College, which Plaintiff accepted. then signed an addendum to the Plaintiff a severance package. fired Plaintiff, Bradley and Plaintiff contract, intending for and Plaintiff filed this summary judgment. give Paine College soon thereafter lawsuit seeking the money he claims he was owed under the contract. move to (Docs. 54, 57, The parties now 66.) The Court GRANTS IN PART AND DENIES IN PART Defendants' motion, and DENIES Plaintiff's motion. I. Background Bradley hired Plaintiff in President of Institutional changed to Vice to Senior be Paine College's Vice Development. President of Vice 2008 to His title was later Institutional Advancement and then President of Institutional Advancement. Plaintiff was responsible for fundraising for Paine College and reported directly to Bradley. Each year, Plaintiff received and signed letters from employment contracts. typically sent was Plaintiff's employee. employed contracts offering Plaintiff one-year (See, e.g., Doc. 87-7 at 16-22.) Plaintiff fiscal year on June 15. Plaintiff Bradley offer letters (See, e.g., at Paine specifically near id. ) College, the Bradley end of the In some of the years including designated him an in 2013, at-will (See, e.g., Doc. 87-3 at 181.) In July 2014, however, Bradley shook things up: he offered Plaintiff a four-year contract that did not contain the typical at-will language. (Doc. 87-7 at 10.) Then, in September 2014, Bradley offered Plaintiff an addendum to the July 2014 contract. (Id. at 12.) a "severance The addendum states that Plaintiff is entitled to package or compensation for any premature termination" in the amount owed "under the terms of the contract that was agree [d] to and signed on July 23, 2014." (Id. at 12.) It also states that the agreement "will be subject to the laws and Jurisdiction of the Courts in the State of South Carolina." (Id. ) Bradley contracts. The Bradley (See Doc. same day resigned Acting President at 3.) that, offered from his of his view, similar eliminating the were Advancement. (Doc. July of 87-7 four-year (See Doc. 2014 and attached at Doc. at and the he was President 6-9.) of Sullivan President formal 87-8 explaining that Vice a 3; contract and 87-9 addendum, Sullivan became Vice as the Plaintiff Senior Plaintiff Advancement Samuel unenforceable position reinstating and signed Sullivan wrote Plaintiff's addendum Institutional Plaintiff position, later, accompanying proposed and Paine College. weeks Institutional employees 96-1 at 42-43.) Bradley Three in other offer of letter, offering Plaintiff a reduced salary and returning him to an at- will position. (Id. at 10-11.) Plaintiff rejected Sullivan's offer, and Sullivan terminated Plaintiff's employment on October 9, 2014. (Doc. Plaintiff 87-3 at filed Carolina state court, the Doc. District 1.) Court. Court Defendants' (Doc. 18.) 10.) request this lawsuit in October 2014 in South and Defendants timely removed the case to for Defendants (Doc. 187.) the District of South Carolina. (See then moved to transfer the case to this The South Carolina District Court granted and transferred the case in March The parties now move for summary judgment. 2015. II. Summary genuine 56(a). the judgment dispute entitled to U.S. in 941 to judgment under Liberty Lobby, the party, as is appropriate any as a material matter only fact of if "there and law." Fed. no movant the is is R. Civ. P. Facts are "material" if they could affect the outcome of suit view Summary—Judgment Standard the Inc., facts in Matsushita 574, [its] 587 477 substantive Elec. U.S. 242, light the (1986), favor." F.2d governing most Indus. (1986). favorable Co. v. v. The Court must to Zenith Anderson the non-moving Radio Corp., 475 and must draw "all justifiable inferences United States 1428, 248 law. 1437 (11th v. Four Cir. Parcels 1991) (en of Real banc) Prop., (internal punctuation and citations omitted). The Court, motion. by moving party reference Celotex has the initial to materials Corp. v. Catrett, How to carry this burden depends proof at trial. 1115 (11th Cir. Fitzpatrick v. 1993) . on burden file, 477 of the U.S. showing basis 317, 323 the for the (1986). on who bears the burden of City of Atlanta, 2 F.3d 1112, When the non-movant has the burden of proof at trial, the movant may carry the initial burden in one of two ways - by negating an essential element of the non- movantf s case or by showing that there is no evidence to prove a fact necessary to the non-movant' s case. Clark, Inc., 929 F.2d 604, 606-08 See Clark v. (11th Cir. 1991) Coats & (explaining Adickes Corp. v. evaluate v. S.H. Catrett, the consider is City of meet the U.S. the there 398 317 entitled to 120 U.S. no met genuine judgment (1970) Before its issues as 248, it of Celotex Court must initial can first burden of material fact of a matter 254 and the in opposition, has F.3d 144 (1986)). response movant are Columbus, curiam). Co., non-movant's that that & 477 whether showing it Kress Jones (11th law. Cir. 1997) and v. (per A mere conclusory statement that the non-movant cannot burden at trial is insufficient. Clark, 929 F.2d at 608. If — and only if — the movant carries its the non-movant "demonstrat[ing] that precludes may avoid summary response judgment summary judgment." Id. When the If the movant negating a material evidence sufficient fact, to material fact, non-movant carried its presents evidence affirmatively the withstand non-movant a directed "must respond verdict trial on the material fact sought to be negated." 2 F.3d at 1116. by the non-movant must tailor to the method by which the movant initial burden. only that there is indeed a material issue of fact bears the burden of proof at trial, its initial burden, with motion at Fitzpatrick, If the movant shows an absence of evidence on a the non-movant must either show that the record contains evidence that was "overlooked or ignored" by the movant or "come forward with additional evidence sufficient to withstand alleged cannot a evidentiary carry repeating See directed v. the motion deficiency." burden conclusory Morris Rather, its verdict Ross, non-movant trial at on the based 1117. relying by Id. allegations 663 at F.2d contained 1032, must the (11th with the non-movant pleadings in 1033-34 respond The on or by complaint. Cir. affidavits 1981). or as otherwise provided by Federal Rule of Civil Procedure 56. In this action, the Clerk of the Court gave the parties notice of the motions for summary judgment and informed them of the rules, summary-judgment the other materials in opposition, (Docs. 56, Wainwright, 67.) The right to file or and the consequences of default. notice requirements 772 F.2d 822, 825 (11th Cir. 1985) thus satisfied. affidavits of Griffith v. (per curiam), are The time for filing materials in opposition has expired, and the motion is now ripe for consideration. Ill. Discussion In his complaint, Plaintiff asserts five claims: of contract; act; (4) (3) law. misrepresentation; Plaintiff Carolina breach of contract accompanied by a fraudulent a claim for back wages under S.C. negligent duty. (2) law, (1) breach and (5) contends that the Court Code Ann. 41-10-50; breach of fiduciary should apply South and Defendants urge the Court to apply Georgia Plaintiff moves for summary judgment on two of his claims, and Defendants move for summary judgment on all of Plaintiff's claims. Below, the Court addresses the merits of the parties' A. Choice As July the choice-of-law issue and addendum to the arguments. of Law noted, 2014 Plaintiff contract and that Bradley states signed that the an contract "will be subject to the laws and Jurisdiction of the Courts in the State of South Carolina." (Doc. 87-7 at 12.) Plaintiff that the Court should apply South Carolina law. the other because hand, it therefore contend was that not that supported choice-of-law the by addendum argues Defendants, is require on unenforceable consideration. principles thus They the argue Court to apply Georgia law. 1. Choice-of-Law Provision A choice-of-law provision does not determine the law a court should apply "until it is determined that the parties have agreed to and are Trilegiant Corp., bound by" the provision. Schnabel 697 F.3d 110, 119 (2d Cir. 2012). v. Applying a choice-of-law provision before determining its validity "would presume the applicability of a provision before its adoption by the parties has been established." M/V Harmony Container, 518 F.3d Id. ; see Trans-Tec Asia v. 1120, 1124 (9th Cir. 2008) ("[W]e cannot rely on the choice of law provision until we have decided, as a matter of law, that such a provision was a valid contractual term and was legitimately incorporated into the parties1 law contract."). provision, Daugherty 2357732, v. at evaluates In deciding the validity of a courts MAPCO *14 whether apply Express (N.D. the law of Co., No. 1:10-CV-2092-KOB, Ala. the June addendum 19, was the forum choice-of- 2012). supported state. The by See 2012 Court WL thus consideration under Georgia law.1 Under Georgia law, any modification to a supported by new consideration. 630 S.E.2d agreement estate 112, to deal contract allow was because addition to 114 (Ga. a party not 305 was and separate S.E.2d Ct. App. (Ga. contract may be modified by a a close to "consideration from the 363 that to modification no LLC v. Greer, (holding time the Ct. an real- original that was in for consideration given Ranger Constr. Co. 361, Dev., 2006) additional valid there original contract"); Co., a Lotus Prop. contract must be the v. Robertshaw Controls App. subsequent 1983) ("A written agreement, but such must be founded upon new consideration."). "To constitute consideration, a performance or a return promise must be bargained for by the parties to a contract." O.C.G.A. 1 § 13-3-42 (a). "A performance or return promise is The Court applies Georgia law to this analysis regardless of whether Georgia or South Carolina is considered the forum state. As discussed below, if South Carolina is considered the forum state, Georgia law applies because, under South Carolina law, "the validity and interpretation of a contract is ordinarily to be determined by the law of the state in which the contract was made." Unisun Ins. Co. v. Hertz Rental Corp., 436 S.E.2d 182, 184 App. 1993). (S.C Ct. Thus, the Court evaluates the validity of addendum under Georgia law because the addendum was made in Georgia. bargained his for promise promise." if and Id. it is is sought given by by the the § 13-3-42 (b) . promisor promisee But a in promise in exchange exchange by a for party for that to do something that party is already required to do does not provide consideration. S.E.2d 39, additional because were See 42-43 BDI Laguna (Ga. Ct. App. compensation to Holdings, 2009) an Inc. v. Marsh, 689 (holding that a promise of employee was not enforceable the payment "was something extra for which no services rendered omitted)); Ct. App. and Gill v. 1998) no return promise B & R Int'l, Inc., was required" 507 S.E.2d 477, (footnote 481 (Ga. (holding that a promise of severance payment by an employer was unenforceable because the employee did not do or promise anything in exchange for the promise). Here, July 2014. Plaintiff Carolina contract. Bradley's four-year contract in He then accepted the addendum offered by Bradley, which purports South accepted to guarantee law will Plaintiff severance pay and that apply to disputes involving the But Plaintiff did not provide or promise anything in exchange for the severance pay. In fact, Plaintiff testified in his deposition that he was bound under the July 2014 contract to work for Paine College for four years and that the addendum provided Paine College assurance that it was "continuing to have a senior person that was very skilled in fundraising . . . ." (Doc. 87-3 at 62-63, 69.) In other words, Paine College "got an assurance that [Plaintiff] July 2014 contract] assurance was he was a committed to the fullest." promise already was by legally to (Id. Plaintiff obligated to to at 71.) do promise to consideration fulfill for additional lack of consideration, the addendum is that promise pay. The if [the But such an something he do: contract required Plaintiff to continue his a execut[ing] the claims July 2014 job for four years, does not constitute addendum thus fails for and the choice-of-law provision found in unenforceable. 2 . South Carolina Choice-of-Law Rules Because the addendum's choice-of-law provision the Court must apply ordinary choice-of-law rules. transfers Carolina a case District under 28 Court U.S.C. did § 1404(a) here - the - is invalid, When a court as the transferee South court generally must "apply the state law that would have been applied if there had been 376 U.S. 612, no change 639 (1964). of venue." Van Dusen v. Barrack, This Court therefore must apply South Carolina choice-of-law rules, which the South Carolina District Court would have applied had it not transferred this case. Akin v. PAFEC Ltd., 991 F.2d 1550, 1557 (11th Cir. See 1993) ("Because this case comes to this Court following a permissive change of venue from the Eastern District of Tennessee, we apply Tennessee choice of law principles in determining the applicable law.") 10 Under of a South contract state Carolina is law, "the validity and interpretation ordinarily to be determined by the in which the contract Rental Corp. , 436 S.E.2d 182, (S.C. Ct. App. "where performance is issue . . . the law of at was made," 184 performance governs," Witt v. Am. 295 (D.S.C. action 1994). is determined occurred . . . ." App. "[T]he 2015) . by Rogers The v. Unisun the law state Lee, of Co. 777 the in v. F. governing injury, 405 of Supp. a the S.E.2d 402, and place 860 which Hertz 1993), the Trucking Ass'ns, substantive location Ins. law of the tort injury (S.C. Ct. is not however, necessarily "where the results of the injury were felt or where the damages manifested themselves." Plaintiff asserts breach-of-contract both claim is tort Id. and contract obviously a claims. contract His claim; his negligent-misrepresentation claim is a tort claim, see Lister v. NationsBank of 1997); his fraudulent Del., claim act is NA, of 494 S.E.2d 449, breach of 455-56 contract evaluated under both (S.C. accompanied standards, his breach-of-fiduciary-duty claim is a tort claim, Moore, Ct. see App. by a id. ; and see Moore v. 599 S.E.2d 467, 475 (S.C. Ct. App. 2004). The July Georgia. Thus, contract claim. 2014 contract was executed and performed in Georgia law applies to Plaintiff's breach-ofThe injuries claims also occurred in Georgia. 11 relating to Plaintiff's tort Plaintiff alleges that Paine College made misrepresentations to it him when fired and breached Plaintiff from his its job fiduciary duty in Georgia. The alleged injuries thus occurred in Georgia. In short, was not in that because the addendum Plaintiff and Bradley signed supported by consideration, document Carolina District is the choice-of-law provision unenforceable, Court would not transferred this case, have and because applied the Georgia law South had it this Court must apply Georgia law. B. Merits Defendants move claims, for summary judgment on and Plaintiff moves for of-contract claim and his all of Plaintiff's summary judgment on his breachclaim of breach of contract accompanied by a fraudulent act. 1. Breach of Contract Defendants contend claim fails because (1) the July 2014 that Plaintiff's breach-of-contract Bradley was not authorized to enter into contract, (2) the July 2014 contract lacks material terms, and (3) the July 2014 contract was not supported by consideration. i. Sufficient Evidence Exists to Create a Triable Issue About Whether Bradley was Authorized to Issue the July 2014 Letter Defendants argue that Bradley was not authorized to offer multi-year contracts or to offer contracts after June 15. To support this position, Defendants cite Paine College's personnel 12 manual, which they contend restricts contract that with Paine employees. College Section issues its the President's 5.2.4 of employees the ability to manual contracts states and that " [a]greements and/or contracts are issued by the President on or before June 15th And 5.1.1 Section administrative and is for the succeeding year." provides that (Doc. "[ejmployment and staff employees is for of an 87-3 at Paine 85.) College unspecified term 'at will'" and that the "at-will nature of the employment relationship cannot be modified, changed, or waived by any representative of Paine College, except its President through a separate agreement or contract." (Doc. 87-3 at 79-80.) "Questions authority are Gainesville of generally v. Pritchett, 1973); Atlanta S.E.2d 395, the existence for the 199 (Ga. Ct. App. extent trier S.E.2d Limousine Airport 397 and 889, Servs., 1981) of of an fact." 891 Inc. City (Ga. v. agent's Ct. Rinkler, ("As a general rule, of App. 287 the question of authority to do an act, when it is determined from disputed facts inferences may or be undisputed drawn, facts from which must be decided by conflicting the jury as a question of fact or as a question of mixed fact and law."). Defendants argue President's ability to contract with employees. that Section 5.2.4 that the personnel prevents the manual President restricts the They contend from entering into multi-year agreements and requires him to issue all contracts 13 before June 15. But questions of fact remain about the extent of Bradley's authority. Although contracts require year before that he offer do so year. that next restrict the fiscal his President year, ability Defendants' contracts four although with other employees, agreements or President, almost And for the Indeed, multi-year 6, 15 says to it issues does not offer multi- actions following firing indicate that the President has the authority became Acting October 5.2.4 June contracts. Plaintiffs' to Section as after June 15. When he offered Plaintiff a months Bradley after entered the into Sullivan new contract on start of the multi-year fiscal contracts Defendants did not attempt to revoke those unenforceable. Thus, the Court cannot say as a matter of law that Bradley did not have the authority to execute the July 2014 contract. ii. The July 2014 Agreement Does Not Lack Material Terms Employment contracts in Georgia specificity the nature of the work, the amount paid S.E.2d 610, 611 to the state with some the place of employment, employee. (Ga. Ct. App. must See 1993). Sawyer v. Roberts, and 432 Defendants argue that the July 2014 agreement is unenforceable because it does not specify the nature of the work Plaintiff was to perform. But evidence is admissible to explain ambiguities in contracts, contracts covered by the statute of frauds. 14 parol even See Capital Color Printing, 2008); (Ga. Inc. ISS Int'l Ct. App. In the position and v. of Ahern, Servs. July that determined by 2014 v. 578, Widmer, contract, Vice "[his] the supervisor." Plaintiff's Sys. S.E.2d 582 589 (Ga. S.E.2d Ct. 820, App. 823-24 2003). Senior stated 661 job President duties 87-7 duties who at were of and President (Doc. Bradley Plaintiff Institutional [would] be [would] [his] Defendants sufficiently the Advancement responsibilities 10.) not offered be immediate argue defined in that the contract because they were not listed and because the position of Senior Vice President of Institutional Advancement listed in Paine College's personnel manual. that if the position were would fail.) senior is not (Defendants concede listed in the manual, their argument But Plaintiff testified in his deposition that the title showed his "seniority on the cabinet level," implying that he performed the same duties as when he served as Vice President of Institutional Advancement. Thus, the (Doc. 87-3 at 59.) to the extent there is any ambiguity about the nature of work Plaintiff was to perform under the agreement, Plaintiff's testimony explains away the uncertainty. iii. The July 2014 Contract was Supported by Consideration Defendants argue that the July 2014 contract was not supported by consideration because (1) Plaintiff had no plans of 15 leaving his job and (2) Plaintiff's same. But in exchange remained the from Paine College, for four years. was 87-3 at by NationsBank NA S., 509 S.E.2d 694, 63.) consideration. mutual for a exchange for and responsibilities a four-year commitment Plaintiff committed himself to Paine College (See Doc. supported duties of promises The agreement therefore See 697 Sage (Ga. constitutes Tech., Ct. App. adequate Inc. 1998) v. ("[A] consideration contract."). In sum, because (1) there is sufficient evidence to create a triable issue about Bradley's authority to offer the July 2014 contract, terms, (2) the and (3) consideration, motions for July the the 2014 July Court summary contract 2014 contract DENIES judgment on does not lack was Defendants' Plaintiff's material supported and by Plaintiff's breach-of-contract claim.2 2 . Negligent Misrepresentation "To show prove that negligent (1) information to the misrepresentation, defendant negligently foreseeable persons, known a plaintiff supplied or unknown, injury Boeing Co. v. proximately Blaine resulted Int'l Grp., from such 624 S.E.2d 227, false (2) persons reasonably relied upon that false information, economic must such and (3) reliance." 231 (Ga. Ct. 2 Plaintiff also claims that Defendants breached the September 2014 addendum. But because the addendum fails for lack of consideration, the Court GRANTS summary judgment on that claim. 16 App. 2005) (footnote misrepresentation contract should have 2014 factual cannot in contend known the that that asserts alternative say as But about a as matter of Defendants' not negligent- his to a breach-of- claim fails discussed, authority. law that Based motion summary the a Court not argument, judgment he is the could Defendants' for issue there Thus, Plaintiff on because authorized to already Bradley's representation. DENIES Plaintiff's Bradley was contract. dispute Bradley's Court claim Plaintiff claim. Defendants July omitted). on rely the this claim. 3. Breach of Fiduciary Duty Plaintiff asserts Although he does complaint, confidence a breach-of-fiduciary-duty the claim not address claim. in his Plaintiff contends that ''Plaintiff imposed a special in the Defendants" and Defendants fiduciary duty owed to the Plaintiff." Under Georgia fiduciary-duty confidential See App. law, claim an employee against relationship Irons v. CSX Transp., 1997). in his briefs, his between Inc., their (Doc. 1-1 at 17.) may employer the "violated bring when employee 481 S.E.2d 575, a breach-of- there and 575-76 is a employer. (Ga. Ct. But the "employer-employee relationship is usually one of arms-length bargaining," and a confidential relationship will arise only under limited 17 circumstances. Id. Indeed, "[t]he mere another 577 fact does not one create a reposes confidential record influence" confidential has not pointed to and confidence relationship." any relationship between the suggests over that Defendants Plaintiff "interacted from positions or evidence in Id. at exercised of mutual the showing a And nothing parties. that The Court thus GRANTS Defendants' this trust (internal quotation marks omitted). Plaintiff the that in any "controlling parties confidence." otherwise Id. at 577. motion for summary judgment on issue. 4. Plaintiff's Remaining Claims Plaintiff's claim of breach of contract accompanied by a fraudulent act and his claim for back wages under South Carolina law also fail. i. Breach of Contract Accompanied by a Fraudulent Act Plaintiff asserts a claim of breach of contract accompanied by a fraudulent Carolina law. act, which is a claim recognized under South See Lister v. NationsBank of Del., 449, 454 (S.C. Ct. App. 1997). NA, 494 S.E.2d But because Georgia law does not recognize such a claim, the Court GRANTS Defendants' motion for summary judgment on this claim and DENIES Plaintiff's, ii. Back Wages Under South Carolina Law Plaintiff Code Ann. contends §§ 41-10-40 that and he is owed 41-10-50, but back wages these under code S.C. sections apply S.C. in to Ann. the offered u[e]very employer § 41-10-40. state any of South reason in the State" of Because Paine College is Carolina, why these the Court GRANTS Defendants' and because statutes would South Carolina. not an employer Plaintiff apply in has not Georgia, motion for summary judgment on this claim. IV. In sum, Defendants' the motion Court for Conclusion GRANTS summary IN PART judgment AND (doc. Plaintiff's motion for summary judgment (docs. ista, Georgia this ORDER ENTERED at Augus DENIES 66) 54, IN and PART DENIES 57) /Q day of August, 2017. Jk^RANE&gM!fiLL,^CHIEF JUDGE UNITED^ STATES SOUTHERN 19 DISTRICT DISTRICT COURT OF GEORGIA

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