HARLAN v. PACKAGING CORPORATION OF AMERICA

Filing 25

OPINION. Signed by Judge Robert B. Kugler on 9/5/2017. (dmr)

NOT FOR PUBLICATION

(Doc. No. 25)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY
CAMDEN VICINAGE
___________________________________
:
THOMAS HARLAN,
:
:
Plaintiff,
:
:
v.
:
:
:
PACKAGING CORPORATION OF
:
AMERICA,
:
:
Defendant.
:
___________________________________ :

Civil No. 16-00077 (RBK/KMW)
OPINION

KUGLER, United States District Judge:
Plaintiff Thomas Harlan brings claims of breach of contract and unjust enrichment
against Defendant Packaging Corporation of America (“PCA”) under New Jersey law. This
matter comes before the Court upon Defendant’s Motion for Summary Judgment (“Def. Br.”)
(Doc. No. 22), Plaintiff’s Brief in Opposition thereto (“Pl. Opp’n”) (Doc. No. 23), and
Defendant’s Reply in Support thereof (“Def. Reply”) (Doc. No. 24). For the reasons that follow,
Defendant’s motion is GRANTED.
I.

FACTUAL BACKROUND
PCA’s Hiring of Plaintiff
PCA is a corporation involved in the trade and marketing of packaging, transportation,

and display products, such as corrugated boxes. Defendant’s Statement of Undisputed Material
Facts (“Def. St.”) (Doc. No. 22-2) at ¶ 1; Plaintiff’s Responsive Statement of Material Facts

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(“Pl. Resp.”) (Doc. No. 23-2) at ¶ 1. One of PCA’s internal departments is the National Accounts
Graphics group, supervised by Thomas Hastings, Director of National Graphic Packaging and
Display. Def. St. at ¶ 2. Mr. Hastings reports to Thomas Walton, PCA’s Senior Vice President of
Sales and Marketing. Id.
Around May 13, 2011, Plaintiff Thomas Harlan began talking to Mr. Hastings,
Mr. Walton, and other individuals at PCA about a National Sales Manager position at the
company. Pl. Resp. at ¶¶ 2-4. During these conversations, Plaintiff discussed the terms of his
potential employment. Pl. Resp. at ¶ 4. On the basis of these conversations, Plaintiff was “led to
believe that the opportunity would be [at PCA] to work well into my 70s.” Pl. Opp’n, Ex. D, at
192:15-193:18. Plaintiff, who was 60 years old at the time, states that “it was expressed to me
that at 65, you didn’t have to go away, you know. It wasn’t like you hit 66, and it was over. They
said it was a company that welcomed people working into their older senior years.” Id. Another
employee of PCA, Tom Yap, Vice President of National Brown Box Accounts, similarly assured
Plaintiff that his age would not be an issue with regard to employment at the company.
Pl. Supp. at ¶ 12.
During the interview process, Plaintiff showed Mr. Hastings a competing, salaried offer
from International Paper (“IP”) for $400,000 and 10,000 in restricted shares of IP stock.
Pl. Resp. at ¶ 12. Plaintiff claims that Mr. Hastings “set the expectation” that PCA’s
compensation would meet or exceed the IP offer. Id. Plaintiff also maintains that Mr. Hastings
stated it “couldn’t meet the offer initially but could ‘exceed it in the future’ and provided verbal
assurance that PCA ‘could get to the $400,000 number.’” Id.; Pl. Supp. at ¶¶ 6-8. Plaintiff
ultimately turned down the IP job and went with PCA instead. Pl. Supp. at ¶ 14.

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At the close of these discussions, Mr. Hastings sent to Plaintiff an offer letter on June 24,
2011 for a position as a National Sales Manager in PCA’s National Accounts Graphic Group.
Def. St. at ¶ 6. The terms of the offer were a monthly salary of $17,083.33, annualized at
$205,000. Def. Br., Ex. E. The offer letters provided for a 2012 bonus of $35,000 and a 2013
bonus of $75,000, “payable in conjunction with our Bonus Compensation Plan and contingent on
continued PCA employment.” Id. It also states “this letter is not a contract or guarantee of
employment,” and that the offer and acceptance were both contingent on the passing of a drug
test pursuant to PCA hiring practices. Id. Plaintiff signed and accepted PCA’s offer of
employment, and the offer letter is dated June 30. Pl. Resp. at ¶ 6. Plaintiff maintains that despite
the offer letter’s terms, he believed that the written offer letter was a “formality,” and he was
accepting a “verbal agreement” based upon his trust of Mr. Hastings. Pl. Supp. at ¶ 15.
Plaintiff signed other documents prior to beginning employment at PCA. On June 28,
2011, Plaintiff completed and signed a document titled “PCA Employment Application.”
Pl. Resp. at ¶ 8. That agreement states, in part, that “any employment relationship with this
organization is of an ‘at will’ nature, which means that the Employee may resign at any time and
the Employer may discharge Employee at any time with or without notice and with or without
cause. It is further understood that this ‘at will’ employment may not be changed by any written
document or by conduct unless such change is specifically acknowledged in writing by an
authorized executive of this organization.” Def. Br., Ex. A (emphasis in original). The same
application also states that “PCA shall not be liable for any wages, salary or other benefits other
than those earned prior to the termination of [the employee’s] employment.” Id.
That same day, Plaintiff also signed a document titled “Employment Agreement on
Inventions, Improvements and Discoveries, and Proprietary Information and the Employment

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Relationship.” Pl. Resp. at ¶ 8. This agreement stated, among other things, that Plaintiff agreed to
work as an at-will employee: “IT IS FURTHER AGREED AND UNDERSTOOD THAT THIS
AGREEMENT IS NOT A CONTRACT OF EMPLOYMENT AND THAT EMPLOYEE IS
EMPLOYED AT-WILL. This means that employment is subject to termination, at the option of
the Employee or the Company, at any time, with or without prior notice or warning, and with or
without just cause.” Def. Br., Ex. G.
Plaintiff’s Performance and Termination
Plaintiff began working for PCA on approximately July 1, 2011. Pl. Resp. at ¶ 14. The
parties dispute the precise scope of Plaintiff’s duties at PCA, though both agree that part of his
job was to “grow sales.” Pl. Resp. at ¶ 15. The parties likewise disagree on what the actual sales
goals were, including whether there were written goals, though they agree Plaintiff and
Mr. Hastings orally discussed general sales goals and communicated weekly.
Pl. Resp. at ¶¶ 16-17. Mr. Hastings was unable to recall what those goals were in his deposition.
Id. Plaintiff was unaware of any written job description when he was hired, and has also
presented evidence that another hire, Mr. Muniz, was similarly unaware of a written job
description. Pl. Supp. at ¶ 9.
At the onset of Plaintiff’s employment in August of 2011, he presented a list of nineteen
prospects he and his team would target to generate business for PCA. Def. St. at ¶ 18. Of these,
approximately one quarter of the prospects became PCA customers during Plaintiff’s time at
PCA. Id. at ¶ 19. Plaintiff argues further that he brought in additional accounts beyond those in
the August list of prospects. Pl. Resp. at ¶ 21. Two of the accounts brought in by Plaintiff were
considered “small accounts” that brought in less than $100,000 in sales. Def. St. at ¶ 19. Plaintiff
brought in an account from Merck that generated $50,000 in initial sales, and he claims the

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account ultimately brought in $2,500,000 by the time of Plaintiff’s termination, qualifying as a
“large account” at PCA. Pl. Resp. at ¶ 20. All told, the sum of all accounts brought in by Plaintiff
is disputed by the parties: PCA argues they were of low value and that Plaintiff “sold very little,”
while Plaintiff asserts he generated more than $37,000,000 in sales. Def. St. at ¶ 21;
Pl. Resp. at ¶ 21.
During the years of Plaintiff’s employment, Mr. Hastings, Plaintiff’s supervisor, received
performance complaints from multiple employees stating Plaintiff was not trustworthy and was
not a “team player.” Pl. Resp. at ¶ 22. Plaintiff disputes the factual validity of these complaints,
though he concedes the complaints occurred. Pl. Resp. at ¶ 22. One complaint was from a
coworker who Plaintiff argues was in competition with Plaintiff over the Merck account; another
complaint was from design staff who apparently did not believe that Plaintiff’s design requests
were real. Pl. Resp. at ¶ 22. Furthermore, when Plaintiff’s 2013 performance was up for review
for bonuses in the first quarter of 2014, his superior, Mr. Walton, noted that Plaintiff was “[n]ot
meeting expectations” and so a “[s]ignificant reduction [was] appropriate” from the prior years.
Def. St. at ¶ 27.
Plaintiff maintains PCA neither gave him a performance review nor gave any indication
that his performance was lacking. Pl. Supp. at ¶ 21. PCA, for its part, has offered evidence that in
December of 2014, Plaintiff received a customer email from Ronald Elowitz, Samsung’s
Director of In-Store Merchandising & Operations, calling PCA’s performance on its Samsung
account an “epic failure” because it apparently went over budget. Def. Reply, Ex. F. Plaintiff
responded by taking responsibility for this, stating “the blame resides with me” and “I’ve been
doing this for too long to make this mistake.” Def. Resp. at ¶ 22. Plaintiff also concedes that the

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team he was managing was in “conflict” with another PCA team over the Merck account.
Pl. Supp. at ¶ 24.
This pattern of complaints culminated in an April 27 meeting between Mr. Hastings and
Plaintiff. Id. at ¶ 28. The parties dispute what happened in the meeting; Plaintiff says he was told
he would be terminated without any reason offered as explanation, while PCA states Plaintiff
was told his performance was unsatisfactory. Pl. Resp. at ¶ 28. Plaintiff was asked to sign a
document titled “Separation Agreement and General Release” with the effect of terminating his
employment at PCA. Id. Plaintiff refused to sign it, and soon after was fired. Def. St. at ¶ 28;
Pl. Resp. at ¶ 29. Plaintiff’s last official day of employment with PCA was May 31, 2015.
Def. St. at ¶ 29. Documents submitted to the Court indicate the stated reason for termination was
unsatisfactory performance. Pl. Br., Ex. M.
Plaintiff’s Bonuses
Incentive compensation in this case has occasioned its own controversy. During the
interview process, Mr. Hastings and Plaintiff discussed bonuses, and the agreement for these
bonuses was memorialized in the offer letter sent to Plaintiff. Def. Br., Ex. E. PCA generally
issues employee bonuses pursuant to its General Management Incentive Plan (GMIP), and
Plaintiff agrees that the GMIP is the same “Bonus Compensation Plan” mentioned in the offer
letter he received. Pl. Resp. at ¶¶ 11, 26; Pl. Opp’n, Ex. E. Although the parties dispute the
application of the text of the GMIP policy, its language is straightforward.1 The GMIP sets forth
a multifactor guide for whether PCA will give a bonus to an employee, evaluating a set of

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The Court reminds Plaintiff that under Local Civil Rule 56.1, a Statement of Disputed Material Facts must present
the facts, not argue over their import. The text of the GMIP is a factual matter for the Statement of Disputed
Material Facts; interpretation of that text is a legal matter for briefing. See, e.g., Durkin v. Wabash National, 2013
U.S. Dist. LEXIS 44467 (D.N.J. Mar. 28, 2013) (“The Rule 56.1 statement should only identify the universe of
uncontested facts before the Court; arguments as to the force of those facts belongs in the brief.”).

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qualitative and quantitative factors. Id. For a Sales Manager, Plaintiff’s former position at PCA,
the GMIP states the maximum achievable bonus for a given year is 32% of base salary. Id. The
GMIP also has an “override provision” that may alter that percentage depending on company
performance, division performance, and other significant considerations. Id. This provision may
either add or subtract up to 20% from the base bonus, i.e. raise the amount to 52% or decrease it
to 10%. Id. The GMIP is silent on whether it obliges PCA to pay bonuses.
There is some disagreement about what, precisely, Plaintiff believed his bonus would be
after 2013. Plaintiff states he was told during the interview process “[t]here would be bonuses
based on corporate” in the years following 2013, and he appears not to have been aware of the
GMIP policy while working there. Pl. Resp. at ¶ 24. Plaintiff furthermore seems to have believed
that the compensation level of $400,000 and benefits contained in the IP offer he declined would
be met by means of bonuses accruing across “several years” of work at PCA. Id. at ¶ 25. This did
not occur, and instead Plaintiff’s bonuses decreased in subsequent years. Mr. Walton noted in
2015 that Plaintiff was not meeting expectations, and PCA gave $21,328 as a bonus for that year.
Id. Plaintiff received no bonus at all for the months of 2015 that he worked prior to his
termination.
II.

LEGAL STANDARD
Summary judgment is appropriate when the moving party “shows that there is no genuine

dispute as to any material fact and that the movant is entitled to judgment as a matter of law.”
Fed. R. Civ. P. 56(a). An issue is “material” to the dispute if it could alter the outcome, and a
dispute of a material fact is “genuine” if “a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986). In deciding whether
there is any genuine issue for trial, the court is not to weigh evidence or decide issues of fact. Id.

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at 248. Because fact and credibility determinations are for the finder of fact, the non-moving
party’s evidence is to be believed and ambiguities construed in its favor. Id. at 255.
Although the movant bears the burden of demonstrating that there is no genuine issue of
material fact, the non-movant likewise must present more than mere allegations or denials to
successfully oppose summary judgment. Id. at 256. The nonmoving party must at least present
probative evidence from which a finder of fact would be able to return a verdict in his favor. Id.
at 257. Furthermore, the nonmoving may not simply allege facts, but instead must “identify those
facts of record which would contradict the facts identified by the movant.” Port Auth. of N.Y. and
N.J. v. Affiliated FM Ins. Co., 311 F.3d 226, 233 (3d Cir. 2002). The movant is entitled to
summary judgment where the non-moving party fails to “make a showing sufficient to establish
the existence of an element essential to that party’s case, and on which that party will bear the
burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986).
III.

DISCUSSION
Plaintiff has asserted two separate theories of recovery in this action. He first argues PCA

breached its contract for continued employment, and also asserts a separate breach of contract for
payment of bonuses. In addition, Plaintiff argues for recovery under a theory of unjust
enrichment. None is viable as a matter of law.
Breach of Contract Claims
1. Plaintiff Was an At-Will Employee and PCA Acted Within Its Rights to End the
Employment Relationship
In New Jersey, an employer may fire an employee for good reason, bad reason, or no
reason at all under the employment-at-will doctrine. Russelman v. ExxonMobil Corp., 2012 WL
3038589, at *3 (D.N.J. July 25, 2012) (Kugler, J.) (citing Witkowski v. Thomas J. Lipton, Inc.,
136 N.J. 385, 396 (N.J. 1994) (internal citations omitted)). New Jersey is a presumptively at-will
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state, and an employment relationship is considered terminable at the option of either employee
or employer. Woolley v. Hoffman-La Roche, Inc., 491 A.2d 1257, 1258 (1985); see also Bernard
v. IMI Sys., Inc., 131 N.J. 91, 106, (1993) (“in today's volatile employment market, it is both
uncommon and unreasonable to expect employment for one year simply because an offer letter
quotes an annual salary”).
At-will status may be modified by oral promises of the employer. Mita v. Chubb
Computer Services, Inc., 337 N.J. Super. 517, 525-26 (App. Div. 2001). “[O]ral assurances of
job security may be enforceable by an employee where the terms and conditions of employment
are clear and capable of judicial interpretation and an employee reasonably relies on them to
his/her detriment.” Swider v. Ha-Lo Indus., Inc., 134 F. Supp. 2d 607, 617 (D.N.J. 2001) (citing
Shebar v. Sanyo Bus. Sys. Corp., 111 N.J. 276, 284 (1988)). However, “not every relinquishment
of a prior job or job offer constitutes additional compensation to support the modification of an
at-will employment into employment with termination for cause only.” Id. at 289-90. There must
be consideration for this modification, because otherwise “the length of an ‘at will’ employee’s
engagement is not controlled by contract.” Nolan v. Control Data Corp., 243 N.J. Super 420, 429
(App. Div. 1990); see also Shebar, 111 N.J. at 282-89 (finding a bargained-for exchange that
modified at-will status where Plaintiff proposed to resign in favor of a new position and was
orally promised life employment that caused him to remain at his job); Peck v. Imedia, 293 N.J.
Super. 151, 154 (App. Div. 1996) (finding no bargained-for exchange that modified at-will status
where plaintiff relocated to a different city for a new position but was fired before commencing)
Plaintiff has called into question whether there is a contract that defines the relationship
between the parties. There appears to be no employment contract as such between the parties,
only a set of documents speaking to compensation and at-will status. As set out above, these

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documents, taken on their own terms, indicate Plaintiff not only consciously entered into an
employment relationship with PCA as an at-will employee, but had entered into a contract with
the company. “It is elementary that the assertion of a contract implied in fact calls for the
establishment of a consensual understanding as to compensation or reimbursement inferable
from the circumstances under which one furnishes services or property and another accepts such
advances.” Deskovick v. Porzio, 78 N.J. Super. 82, 86–87 (App. Div. 1963). Plaintiff agreed he
was at-will when he signed these and he agreed to the compensation arrangement when he
signed the offer letter. See Hanisko v. Billy Casper Golf Mgmt., Inc., 437 N.J. Super. 349, 362
(App. Div. 2014) (finding an offer letter to be a written contract where setting forth the material
terms of an employment agreement, including compensation). While the documents are not
integrated as to all terms of employment, they clearly cover disputes over compensation and
continued employment at issue in this case.2 The Court thus finds that the parties had, at a
minimum, an implied-in-fact contract governing issues of compensation and continued
employment.
Plaintiff thus turns to oral representations of continued employment made to him before
hiring and argues these modified the contract between him and PCA. His argument distills to a
claim that PCA orally promised either employment terminable for cause or lifetime employment.
Plaintiff claims he had received a competing offer of $400,000 with stock options, and that Mr.
Hastings “set the expectation” that PCA’s compensation would meet or exceed this offer.
According to Plaintiff, Mr. Hastings said that PCA could not initially meet the offer, but it could
exceed it in the future. Pl. Resp. at ¶ 12; Pl. Supp. at ¶¶ 6-8. Taken together with comments made
to him that he could work into his seventies, Plaintiff claims this establishes that he was entitled

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Indeed, even in the absence of these documents, a presumption of at-will employment would still control under
New Jersey law, and Plaintiff has provided no evidence to indicate otherwise. Woolley, 491 A.2d at 1258.

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to employment until he was at least 71, on the assumption that he would receive salary and bonus
raises each year until reaching the same offer from IP.
By his own admission, Plaintiff only had the opportunity to work at PCA into his
seventies. Merely turning down a job in favor of another does not itself create a contract for
continued employment—there must be consideration. Shebar, 111 N.J. at 289-90. Plaintiff
concedes he was told PCA would not offer him the amount the competing offer provided, but
maintains nonetheless that they told him some day his compensation may reach that level. A
decision to decline one job on the basis of such language is not a bargained-for exchange, and
does not make out a contract whose terms are “clear and capable of judicial interpretation.”
Shebar, 111 N.J. at 290. See also Fregara v. Jet Aviation Bus. Jets, 764 F. Supp. 940, 947
(D.N.J. 1991) (“[Plaintiff’s] ‘impression’ that he had an oral contract providing for job security,
completely unsupported by the record, does not provide a basis for avoiding summary
judgment.”).
Even assuming arguendo that there was the oral contract that Plaintiff claims, Plaintiff
went on to sign the offer letter and other documents whose explicit terms conflict with the
alleged oral arrangement. This is fatal to his argument, for “a subsequent contract covering the
same subject matter and made by the same parties, but containing terms inconsistent with the
former contract so that the two cannot stand together, rescinds, supersedes and substitutes for the
earlier contract and becomes the only agreement on the part of the parties on the subject matter.”
Rosenberg v. D. Kaltman & Co., 28 N.J. Super. 459, 463–64, 101 A.2d 94, 96 (Ch. Div. 1953)
(emphasis added). The written offer letter supersedes preceding oral discussions for issues of
compensation. Plaintiff signed this before beginning work and PCA performed its compensation
terms. Plaintiff argues that there were additional terms, but those are inconsistent with the

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agreement he entered into and thus are not binding on PCA. As such, the offer letter takes
priority over any agreement that came before it, at least as concerns compensation and at-will
status. Since Plaintiff has offered no evidence subsequent to these documents that could provide
a basis for finding the contract he entered into does not control, the Court finds Plaintiff worked
at-will and that PCA had the right to terminate his employment. The claim is dismissed.
2. Plaintiff is Not Entitled to Payment for Bonuses or Additional Compensation Due
at the Time of His Termination
Plaintiff makes another argument: at-will employee or not, he was entitled to bonuses.
Plaintiff argues, first, that he is entitled to the difference between what he actually earned while
employed at PCA and what he was promised and, second, that he was denied bonus funds that he
had earned during the first five months of 2015. Compl. at ¶¶ 11-18; Pl. Opp’n at 4. Plaintiff
argues (where he should not) in his Supplemental Statement of Material Facts that he was
entitled to bonuses of 52% of his base salary as high as $140,489. Pl. Supp. at ¶ 13. Plaintiff
states he was not aware of the bonus policy at PCA, and that another hire, Mr. Muniz, was
similarly unaware of a written job description when he came on to PCA. Pl. Supp. at ¶¶ 9, 24.
But Plaintiff did have notice; he concedes he was told at hiring that “[t]here would be bonuses
based on corporate,” Pl. Resp. at ¶ 24, and the offer letter sent to Plaintiff also clearly indicates
the existence of a bonus policy at PCA. Indeed, Plaintiff agrees the GMIP is the same “Bonus
Compensation Plan” mentioned in the offer letter he received. Since both parties agree that the
bonus policy controls here, the Court looks to the bonus policy to determine whether Plaintiff’s
arguments have merit. They do not.
Plaintiff’s first argument, that he is entitled to the difference between what he received
and what he claims he was promised, is unconvincing. As held above, the Court has already
found there was a contract between the parties on the issue of compensation. Although Plaintiff
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has offered voluminous information about his performance and how that entitles him to larger
bonuses, such information is immaterial: Plaintiff entered into an agreement about his bonuses,
and that agreement controls. This argument fails.
The second argument, concerning those few months of 2015 performance bonuses, lacks
merit. The GMIP, PCA’s policy, sets forth a multifactor analysis for determining bonuses. It
states that the maximum achievable payout Plaintiff could have received for a given year is 32%
of base salary, with a potential for 20% more (or less) based on overall company performance.
The GMIP is silent on whether such payouts are mandatory, so the Court must interpret the
document by reference to the standard of reasonable expectations. See Woolley, 99 N.J. at 297–
98 (“when an employer of a substantial number of employees circulates a manual that, when
fairly read, provides that certain benefits are an incident of the employment . . . the judiciary . . .
should construe them in accordance with the reasonable expectations of the employees”); cf. 11
Williston on Contracts § 31:11 (4th ed.) (“With respect to oral and other informal agreements—
those agreements as to which there is no integrated writing—the standard of interpretation . . . is
the standard of reasonable expectation.”). The plain meaning of the policy is that it provides a
ceiling—but not a floor—for the distribution of bonuses pursuant to PCA discretion. Employees
may have a reasonable expectation of a bonus for good performance. But few would reasonably
expect a bonus policy that makes bonuses mandatory, let alone mandatory when an employer is
unsatisfied with an employee’s performance. While Plaintiff disputes that PCA had the
discretion to award bonuses, he was an at-will employee of PCA, and Plaintiff simply has not
offered evidence suggesting anything to the contrary. Per the GMIP, PCA could give between
52% of salary or nothing for 2015’s performance—and so it follows that PCA was within its
rights to give Plaintiff no bonus for the months he worked before his termination in 2015.

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Unjust Enrichment
Plaintiff also brings a claim of unjust enrichment against PCA, alleging that Plaintiff
failed to receive compensation and bonuses commensurate with the $37,000,000 of sales he
claims he brought in before his termination. In New Jersey, a cause of action for unjust
enrichment requires proof that defendants received a benefit and that retention of that benefit
would be unjust. Goldsmith v. Camden Cnty. Surrogate’s Office, 408 N.J. Super. 376, 382 (App.
Div. 2009). Unjust enrichment, also known as “quasi-contract,” is inapplicable where there is an
express contract between the parties. “Quasi-contract liability will not be imposed . . . if an
express contract exists concerning the identical subject matter. The parties are bound by their
agreement, and there is no ground for implying a promise as long as a valid unrescinded contract
governs the rights of the parties.” Suburban Transfer Serv., Inc. v. Beech Holdings, Inc., 716
F.2d 220, 226–27 (3d Cir. 1983). Importantly for purposes of this litigation, “an implied-in-fact
contract is in legal effect an express contract.” St. Paul Fire & Marine Ins. Co. v. Indem. Ins. Co.
of N. Am., 32 N.J. 17, 23 (1960).
As previously discussed, the parties have an express contract between them that governs
the terms of Plaintiff’s employment. The offer letter sets forth the relevant agreement for
compensation, and incorporates by reference the bonus policy, a fact Plaintiff concedes. Yet even
if the written agreement between the parties did not specifically set the compensation level,
Plaintiff has failed to show PCA has unjustly retained a benefit. Plaintiff asserts he was
responsible for $37,000,000 in sales, but fails to provide an explanation for what difference that
would make with regard to an at-will employee’s bonuses. It is not the place of this Court to
second-guess PCA’s personnel decisions for at-will employees in the absence of discrimination.
Chapman v. Am. Inst. Of Certified Pub. Accountants, 2005 WL 2620191, at *3 (D.N.J. Oct. 13,

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2005). As such, the Court finds that Plaintiff’s unjust enrichment claim fails as a matter of law. It
too is dismissed.
IV.

CONCLUSION
For the reasons stated herein, Defendant PCA’s motion for summary judgment is

GRANTED. An appropriate order shall issue.

Dated: 09/05/2017

s/Robert B. Kugler
ROBERT B. KUGLER
United States District Judge

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