Judge Myong J. Joun: ELECTRONIC ORDER entered Plaintiff Bruno Wernli, a Massachusetts citizen, was hired by Defendant Extenet Systems, LLC, on April 4, 2022, as an Executive Director of Sales. Defendant is a limited liability company whose citizenship is based in Delaware and Texas. Plaintiff alleges that Defendant failed to pay wages, bonuses, and/or commissions allegedly owed to him in connection with four contracts: Yonkers, Kansas City, Nantucket, and Milton. He seeks damages, including treble damages and attorney’s fees.
Defendant now moves for summary judgment. Doc. No 34 . Summary judgment is appropriate when “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Joseph v. Lincare, Inc., 989 F.3d 147, 157 (1st Cir. 2021) (quoting Fed. R. Civ. P. 56(a)). A dispute is “genuine” if a reasonable jury could resolve it in favor of the nonmoving party, and a fact is “material” if it could affect the outcome of the case. Taite v. Bridgewater State Univ., Bd. of Trs., 999 F.3d 86, 93 (1st Cir. 2021) (cleaned up).
Viewing the record in the light most favorable to Plaintiff Bruno Wernli, as the Court must at this stage, genuine disputes of material fact exist concerning Plaintiff’s entitlement to commissions on the Yonkers, Kansas City, Nantucket, and Milton transactions and concerning Defendant’s administration of the applicable incentive compensation plans. Those disputes bear not merely on the amount of compensation, but on whether commissions were earned, whether Defendant properly exercised discretion reserved under the plans, whether the plans encompassed the transactions at issue, and whether Defendant acted so as to deprive Plaintiff of compensation for work he had substantially completed.
Yonkers. The parties’ competing accounts present factual issues concerning the nature of the transaction, the meaning and application of “incremental revenue,” the circumstances surrounding Defendant’s later classification of the deal, and the reasonableness and good faith of Defendant’s exercise of contractual discretion. The fact that the Plan delegated interpretive authority to Defendant does not permit the Court, at summary judgment, to resolve disputed facts concerning the Defendant’s actual interpretation.
Kansas City. The record does not clearly establish when the transaction was designated a house account, and the Sales Plans do not define either “house account” or the extent of CEO involvement necessary for a contract to be considered “negotiated” by the CEO. Those issues leave room for competing interpretations of the Plan and its application to the Kansas City contract. The Commission Committee’s authority to interpret the Sales Plans does not render its determinations immune from judicial review where the operative language is ambiguous and its application is genuinely disputed.
Nantucket and Milton. Plaintiff claims that the timing of his termination prevented the remaining commission contingencies from being satisfied and thereby allowed Defendant to avoid paying commissions he otherwise would have received. Plaintiff argues that the circumstances surrounding his termination, including its timing and the history of the parties’ dealings, should be considered in determining whether Defendant improperly deprived him of compensation, even if the commissions were not yet “due and payable” for purposes of the Wage Act. On the present record, those circumstances raise factual issues that cannot be resolved on summary judgment. There is also a separate factual dispute concerning whether the Nantucket transaction generated new Monthly Recurring Revenue (“MMR”) and was therefore commissionable under the Sales Plan.
Breach of contract. For substantially the same reasons, summary judgment is inappropriate on Plaintiff’s breach of contract claim. Defendant’s argument depends on accepting its interpretation and factual characterization of each transaction. The summary-judgment record contains evidence from which a reasonable factfinder could reject one or more of those premises.
Unjust-enrichment. At this stage, the parties dispute whether each transaction, or particular components of the transactions, actually falls within the compensation scheme Defendant invokes. Plaintiff further contends that, with respect to Yonkers, Defendant represented that he would receive a separate “spot bonus,” while the amount and mechanism for such compensation were never established. Therefore unjust enrichment is available as an alte... (truncated)