Werner et al v. Hewlett-Packard Company

Filing 32

ORDER adopting #26 Report and Recommendation and granting #19 Motion for Summary Judgment. Signed by District Judge Victoria A. Roberts. (DPer)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
JON WERNER and MICHAEL
PATTON,
Plaintiffs,
v

Case No: 13-10287
Honorable Victoria A. Roberts

HEWLETT-PACKARD COMPANY,
Defendants.
______________________________/
ORDER ADOPTING REPORT AND RECOMMENDATION
Plaintiffs Werner and Patton filed four objections to Magistrate Judge Grand’s
Report and Recommendation to Grant Defendant’s Motion for Summary Judgment.
Werner and Patton were part of a sales team for Hewlett-Packard Company
(“HP”) . This case raises one primary issue: whether various “Sales Letters” issued to
them during their employment with HP amounted to enforceable contracts?
HP has numerous software packages that it markets and sells to clients.
ArcSight is but one. Werner, supervised by Patton, was assigned to attempt to sell
ArcSight to General Motors (“GM”).
HP ultimately assembled a team of senior executives to negotiate the sale of
Arcsight to GM under the GM Enterprise-wide Software Licensing Agreement (“GM
ELA”).
This dispute arises because Werner and Patton believed they were entitled to
more in sales commissions than HP payed them, pursuant to its Management Incentive
Performance Review (“MIPR”) policy.
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Magistrate Judge Grand’s Report and Recommendation accurately laid out the
background of this case. (see R&R, pp. 1-6)
Judge Grand concluded that because Plaintiffs cannot establish a mutual intent
to be bound, or the existence of valid legal consideration, the Sales Letters are not
enforceable contracts.
When properly objected to, the Court reviews de novo a Magistrate Judge’s
Report and Recommendation on a dispositive motion. 28 U.S.C. §636 (b)(1). Plaintiff
filed timely objections that were proper. There are four of them:
(1)

The Magistrate Judge did not properly apply the summary judgment
standard of review when he found in footnote 3 that Werner and Patton
did not play key roles regarding the ArcSight portion of the GM ELA deal;

(2)

The Magistrate Judge did not properly apply the summary judgment
standard when he failed to accept as true, Werner and Patton’s evidence
that HP did not apply the MIPR policy to the GM ELA deal;

(3)

The Magistrate Judge erred by refusing to apply Michigan law regarding
unilateral contracts; and

(4)

The Michigan case law relied upon by the Magistrate Judge is clearly
distinguishable from the present case.

The objections are fully briefed.
After de novo review of the briefs in connection with the summary judgment, the
R&R, Plaintiffs’ objections and the response, the Court agrees with Magistrate Judge
Grand’s finding. He abided by the proper summary judgment standard in concluding
there were no genuine issues of material fact. He applied correct Michigan law and
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properly distinguished what he did not find to be applicable. He thoroughly analyzed the
issues and gave well-reasoned explanations for his finding that HP expressly
manifested an intent not to be bound by the Sales Letters.
As Magistrate Judge Grand found, this Court concludes that the Sales Letters
are not enforceable contracts. HP is entitled to summary judgment on Plaintiffs’ breach
of contract claims.
The Court ADOPTS Magistrate Judge Grand’s Report and Recommendation;
Defendant’s Motion for Summary Judgment is GRANTED. Judgment will enter in favor
of HP.
IT IS ORDERED.

/s/ Victoria A. Roberts
Victoria A. Roberts
United States District Judge
Dated: March 5, 2015
The undersigned certifies that a copy of this
document was served on the attorneys of
record by electronic means or U.S. Mail on
March 5, 2015.
s/Linda Vertriest
Deputy Clerk

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