Rose et al v. Computer Sciences Corporation

Filing 143

ORDER AND REASONS - IT IS ORDERED that Plaintiffs' 96 motion for summary judgment is GRANTED. IT IS FURTHER ORDERED that Defendant's 95 motion for summary judgment is DENIED. Signed by Judge Susie Morgan. (bwn)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
STEVE ROSE, ET AL.,
Plaintiffs

CIVIL ACTION

VERSUS

NO. 15-813

COMPUTER SCIENCES CORPORATION,
Defendant

SECTION "E" (4)

ORDER AND REASONS
Before the Court are the parties’ cross-motions for summary judgment. 1 Both
Plaintiffs’ motion and Defendant’s motion are opposed. 2 For the reasons explained below,
the Plaintiffs’ Motion for Summary Judgment 3 is GRANTED. The Defendant’s Motion
for Summary Judgment 4 is DENIED.
BACKGROUND
Plaintiffs brought suit against Computer Sciences Corporation (“CSC”) seeking
unpaid wages pursuant to an employment contract they executed in connection with their
voluntary deployment to Southwest Asia. 5 Each Plaintiff executed two documents related
to his or her employment with CSC, an offer letter and a Foreign Travel Letter (“FTL”),
both provided by CSC. 6 Each employee’s offer letter quoted an hourly rate for his or her
employment, specifically stating, “your compensation will consist of an hourly rate of
[between $29 and $33], which will be paid biweekly.” 7 The offer letter also mentions other
benefits available to the candidate upon acceptance, including health insurance,

R. Docs. 95 and 96.
R. Docs. 104 and 102.
3 R. Doc. 96.
4 R. Doc. 95.
5 R. Doc. 41.
6 R. Doc. 110-2 at ¶ 2.
7 R. Doc. 96-13 (Offer letter of Plaintiff Helen Haynes).
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enrollment in a 401(k) plan, and tuition reimbursement, but does not otherwise describe
the employee’s compensation. 8
The FTL details the conditions of the employee’s deployment overseas. 9 It
describes a standard of conduct to which the employee should comply while in the country
of his or her deployment, and identifies potential legal consequences of not complying. 10
The FTL also explains medical requirements for overseas deployment and the logistical
details of the employee’s travel to the relevant country.11 The “Compensation” section
states that the employee’s base pay will not change as a result of the overseas assignment,
explains the different “uplifts” available to the employee for working in a potentially
dangerous environment, and clarifies that the pay is taxable income. 12
The Plaintiffs contend they received less compensation than they should have
under the terms of the offer letter. 13 Specifically, Plaintiffs argue that CSC paid them a
fixed amount each pay period regardless of how many hours they worked, rather than at
the hourly rate stated in their offer letter. 14 Plaintiffs seek unpaid wages at the hourly rate
of their respective offer letters for all hours worked. 15 Plaintiffs seek damages for the
period between March 13, 2012 and June 1, 2012. 16

Id.
See, e.g., R. Doc. 96-15 (FTL of Plaintiff Helen Haynes).
10 Id. at 1-2.
11 Id. at 2-3.
12 Id. at 3-4. See also R. Doc. 96-46 at 2.
13 R. Doc. 15 at 7-8.
14 R. Doc. 96-46
15 Id. at ¶¶ 39–41. The Plaintiffs also sought statutory penalties and legal fees pursuant to LA. REV. STAT.
23:631. On October 26, 2017, the Court ruled that Plaintiffs are unable to recover these damages pursuant
to Louisiana law. See R. Doc. 137.
16 This Court held that claims for wages owed prior to March 13, 2012 are prescribed by Louisiana’s threeyear prescription period. See R. Doc. 78. On June 1, 2012, CSC required all employees to sign a new letter
agreeing to be paid according to an annualized salary.
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On August 10, 2017, the parties filed cross-motions for summary judgment.17
Plaintiffs argue the offer letter and the FTL together comprise an unambiguous
employment contract that CSC breached by “arbitrarily capping their pay and failing to
pay the agreed hourly rate for all hours worked.” 18 Defendant puts forth several
arguments in favor of its motion for summary judgment. 19 First, Defendant argues that
the two documents have conflicting terms, but they can be reconciled to provide for pay
on a salary basis. Alternatively, Defendant argues that, if the terms of the offer letter and
the FTL cannot be reconciled, then either there was no meeting of the minds, or the Court
should rely on parol evidence to discern the parties’ intent. 20
On October 26, 2017, the Court ruled that the law of Virginia applies in this
action. 21
SUMMARY JUDGMENT STANDARD
Summary judgment is appropriate only “if the movant shows that there is no
genuine dispute as to any material fact and the movant is entitled to judgment as a matter
of law.” 22 “An issue is material if its resolution could affect the outcome of the action.” 23
When assessing whether a material factual dispute exists, the Court considers “all of the
evidence in the record but refrains from making credibility determinations or weighing
the evidence.” 24 All reasonable inferences are drawn in favor of the nonmoving party. 25
There is no genuine issue of material fact if, even viewing the evidence in the light most
R. Docs. 95 and 96.
R. Doc. 96-46 at 7.
19 R. Doc. 95.
20 R. Doc. 95-1 at 6.
21 R. Doc. 137.
22 FED. R. CIV. P. 56; see also Celotex Corp. v. Catrett, 477 U.S. 317, 322–23 (1986).
23 DIRECTV Inc. v. Robson, 420 F.3d 532, 536 (5th Cir. 2005).
24 Delta & Pine Land Co. v. Nationwide Agribusiness Ins. Co., 530 F.3d 395, 398 (5th Cir. 2008); see also
Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150–51 (2000).
25 Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir. 1994).
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favorable to the nonmoving party, no reasonable trier of fact could find for the nonmoving
party, thus entitling the moving party to judgment as a matter of law. 26
If the dispositive issue is one on which the moving party will bear the burden of
persuasion at trial, the moving party “must come forward with evidence which would
‘entitle it to a directed verdict if the evidence went uncontroverted at trial.’” 27 If the
moving party fails to carry this burden, the motion must be denied. If the moving party
successfully carries this burden, the burden of production then shifts to the nonmoving
party to direct the Court’s attention to something in the pleadings or other evidence in the
record setting forth specific facts sufficient to establish that a genuine issue of material
fact does indeed exist. 28
If the dispositive issue is one on which the nonmoving party will bear the burden
of persuasion at trial, the moving party may satisfy its burden of production by either (1)
submitting affirmative evidence that negates an essential element of the nonmovant’s
claim, or (2) demonstrating there is no evidence in the record to establish an essential
element of the nonmovant’s claim. 29 When proceeding under the first option, if the
nonmoving party cannot muster sufficient evidence to dispute the movant’s contention
that there are no disputed facts, a trial would be useless, and the moving party is entitled

Smith v. Amedisys, Inc., 298 F.3d 434, 440 (5th Cir. 2002).
Int’l Shortstop, Inc. v. Rally’s, Inc., 939 F.2d 1257, 1263–64 (5th Cir. 1991) (quoting Golden Rule Ins. Co.
v. Lease, 755 F. Supp. 948, 951 (D. Colo. 1991)).
28 Celotex, 477 U.S. at 322–24.
29 Id. at 331–32 (Brennan, J., dissenting); see also St. Amant v. Benoit, 806 F.2d 1294, 1297 (5th Cir. 1987)
(citing Justice Brennan’s statement of the summary judgment standard in Celotex Corp. v. Catrett, 477 U.S.
317, 322–24 (1986), and requiring the movants to submit affirmative evidence to negate an essential
element of the nonmovant’s claim or, alternatively, demonstrate the nonmovant’s evidence is insufficient
to establish an essential element); Fano v. O’Neill, 806 F.2d 1262, 1266 (citing Justice Brennan’s dissent in
Celotex, and requiring the movant to make an affirmative presentation to negate the nonmovant’s claims
on summary judgment); 10A CHARLES ALAN WRIGHT, ARTHUR R. MILLER & MARY KAY KANE, FEDERAL
PRACTICE AND PROCEDURE §2727.1 (2016) (“Although the Court issued a five-to-four decision, the majority
and dissent both agreed as to how the summary-judgment burden of proof operates; they disagreed as to
how the standard was applied to the facts of the case.” (internal citations omitted)).
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to summary judgment as a matter of law. 30 When, however, the movant is proceeding
under the second option and is seeking summary judgment on the ground that the
nonmovant has no evidence to establish an essential element of the claim, the nonmoving
party may defeat a motion for summary judgment by “calling the Court’s attention to
supporting evidence already in the record that was overlooked or ignored by the moving
party.” 31 Under either scenario, the burden then shifts back to the movant to demonstrate
the inadequacy of the evidence relied upon by the nonmovant. 32 If the movant meets this
burden, “the burden of production shifts [back again] to the nonmoving party, who must
either (1) rehabilitate the evidence attacked in the moving party’s papers, (2) produce
additional evidence showing the existence of a genuine issue for trial as provided in Rule
56(e), or (3) submit an affidavit explaining why further discovery is necessary as provided
in Rule 56(f).” 33 “Summary judgment should be granted if the nonmoving party fails to
respond in one or more of these ways, or if, after the nonmoving party responds, the court
determines that the moving party has met its ultimate burden of persuading the court that
there is no genuine issue of material fact for trial.” 34
ANALYSIS
Summary judgment is appropriate in this case as the parties do not dispute the
relevant facts. 35 All domestic and overseas employees received the same form of offer

First National Bank of Arizona v. Cities Service Co., 391 U.S. 253, 288–89 (1980);
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249–50 (1986).
31 Celotex, 477 U.S. at 332–33.
32 Id.
33 Celotex, 477 U.S. at 332–33, 333 n.3.
34 Id.; see also First National Bank of Arizona, 391 U.S. at 289.
35 R. Doc. 110-2 (Plaintiffs admitting Defendant’s statements of undisputed material fact). Defendant denies
several of Plaintiffs’ statements of undisputed material fact. R. Doc. 102-1. The Court finds that these
disputes are not material to the disposition of the case, however, as they either involve legal issues that must
be resolved by the Court, R. Doc. 102-1 at ¶¶ 4-5, or concern irrelevant parol evidence, id. at ¶ 7.
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letter. 36 The employees, who were specifically hired to serve as defense contractors in
Iraq, Afghanistan, or Kuwait simultaneously received and executed both an offer letter
and a FTL. 37 The texts of the documents are not contested. 38 The parties dispute only the
meaning of the documents’ texts, specifically, whether the documents provide for an
hourly wage or a fixed salary during the Plaintiffs’ employment overseas. This issue must
be decided by the Court as a matter of law. 39
The Court’s objective in interpreting a contract is to give effect to the parties’
intent. 40 In discerning the parties’ intentions, the Court must look first to the contract
itself. 41 If the contract is unambiguous, the Court should look no further than the four
corners of the document. 42 A contract is ambiguous if it can reasonably be interpreted in
more than one way. 43 A contract is not ambiguous, however, simply because the parties
disagree about the meaning of the contract’s terms. 44
Under Virginia law, if parties have entered into multiple documents relating to a
business transaction, a court must construe the documents “together to determine the
parties’ intent.” 45 Plaintiffs’ offer letters and FTLs were executed contemporaneously. 46
Accordingly, the two documents “will be construed together as forming one contract.” 47

R. Doc. 110-2 at 1.
Id. at ¶¶ 11, 22, 35, 50, 62, 73.
38 Compare R. Docs. 95-38 and 95-39 with R. Docs. 96-13 and 96-14 (Offer letter and FTL of Plaintiff Helen
Haynes).
39 See Homeland Training Center, LLC v. Summit Point Auto. Research Center, 594 F.3d 285, 290 (4th
Cir. 2010).
40 Pocahontas Mining Ltd. Liab. Co. v. CNX Gas Co., 276 Va. 346 (2008).
41 Id. at 353.
42 Id.
43 Robinson-Huntley v. George Washington Carver Mut. Homes Ass’n, Inc., 287 Va. 425 (2014).
44 Id.
45 First Am. Bank of Va. v. J.S.C. Concrete Const., Inc., 259 Va. 60, 523 S.E.2d 496, 500 (2000).
46 R. Doc. 110-2 (Plaintiffs admit to Defendant’s statements of uncontested fact).
47 Landsdowne on the Potomac Homeowners Ass’n v. OpenBand at Lansdowne, LLC, 718 F.3d 187, 205
(4th Cir. 2013). See also Virginia Hous. Dev. Auth. V. Fox Run Ltd. P’ship, 255 Va. 356, 364 (1998).
36
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The offer letter unequivocally states in its opening paragraph, “compensation will
consist of an hourly rate of [dollar amount], which will be paid bi-weekly.” 48 The parties
agree that the offer letter provides for compensation on an hourly rate. 49 The dispute is
whether the phrase “base weekly salary” in the FTL alters the otherwise clear terms of the
offer letter. The FTL uses the word “salary” five times. Under the sub-heading “Base Pay,”
the FTL states, “[y]our base weekly salary will not change as a result of this assignment,”
and that the employee “will be eligible for salary reviews in accordance with standard CSC
policies.” 50 Hardship pay is “paid as a percentage of your base weekly salary.” 51 Danger
pay is similarly defined as a percentage of “weekly base salary.” 52 Lastly, the FTL states
that an employee’s “base salary and all other compensation . . . are taxable income.” 53
The Court finds that the offer letter and the FTL, read together, unambiguously
provide for an hourly rate of pay for the Plaintiffs’ work overseas. 54 A Court should seek
to “harmonize” the various provisions of a contract, “giving effect to each when reasonably
possible.” 55 Accordingly, the mere mention of a “base weekly salary” in the FTL does not
rewrite the terms of the offer letter. 56 In the specific context of the FTL, the phrase “base
weekly salary” is refers to the employee’s baseline compensation to establish rates of
danger pay and hardship pay. Nothing in the FTL limits an employee to forty hours of

R. Doc. 96-13 (Offer Letter of Plaintiff Helen Haynes).
R. Doc. 110-2 at ¶ 11.
50 Id. at 3.
51 Id.
52 Id. at 4.
53 Id.
54 Even if the Court were to find that the contract were ambiguous, the result would not change. Under
Virginia law, courts construe ambiguous terms against the drafter. See Martin & Martin, Inc. v. Bradley
Enterprises, Inc., 504 S.E.2d 849, 851 (Va. 1998) (“In the event of an ambiguity in the written contract,
such ambiguity must be construed against the drafter of the agreement.”).
55 Schuiling v. Harris, 286 Va. 187, 202 (2013).
56 To find otherwise would be contrary to basic rules of contractual interpretation. Robinson-Huntley, 756
S.E.2d at 418 (“Contracts are construed as written, without adding terms that were not included by the
parties.”)
48
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compensation per week. “Base weekly salary” is thus best read as the amount an employee
would be paid under a standard 40-hour work week, notwithstanding any additional
compensation owed, including danger pay, hardship pay, or pay for hours worked in
excess of the base number. This definition harmonizes the other provisions of the
contract, as “base weekly salary” does not alter the plain meaning of the phrase
“compensation will consist of an hourly rate.”
Defendant contends that because the FTL governs other aspects of the overseas
deployment, it trumps the “general” provisions of the offer letter. 57 The Court disagrees.
The FTL contains no provision stating that its terms override those of the offer letter.
Indeed, the FTL provides that the employee’s pay “will not change as a result of this
assignment.” 58 Defendant repeatedly asserts that the FTL contained a “comprehensive
compensation section,” 59 but the FTL neither states the employee’s compensation nor
redefines the hourly rate as a fixed annual salary. The employee’s hourly rate of pay is
stated only in the offer letter. Accordingly, because the FTL is silent as to the meaning of
“base weekly salary,” the Court must look to the offer letter for its definition. Rather than
superseding the offer letter, the FTL must be read with the offer letter to form one
contract.
Interpreting the contracts as written, the Court finds that the Plaintiffs are entitled
to summary judgment on their breach of contract claim. The two documents, interpreted
as a single contract, provide for an hourly rate of pay for all hours worked overseas.
CONCLUSION
IT IS ORDERED that Plaintiffs’ motion for summary judgment is GRANTED.
R. Doc. 95-1 at 22.
Id. at 2-3.
59 See R. Doc. 102 at 14.
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IT IS FURTHER ORDERED that Defendant’s motion for summary judgment is
DENIED.
New Orleans, Louisiana, this 6th day of November, 2017.
_____________________ __________
SUSIE MORGAN
UNITED STATES DISTRICT JUDGE

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