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Messina v. North Central Distributing, Inc.

United States District Court, D. Minnesota

May 30, 2017

Richard A. Messina, Plaintiff,
v.
North Central Distributing, Inc., d/b/a Yosemite Home Décor, Defendant.

          MEMORANDUM AND ORDER

          Paul A. Magnuson United States District Court Judge

         This matter is before the Court on Defendant's Motion for Summary Judgment. For the following reasons, the Motion is denied.

         BACKGROUND

         The facts of this case would make an excellent law school final exam. Defendant North Central Distributing, Inc., doing business as Yosemite Home Décor (“Yosemite”), is a national home fixture retailer and supplier headquartered in Fresno, California. Plaintiff Richard Messina is a senior sales and marketing executive with over 20 years of experience in the sales and marketing industry. (Koligian Decl. (Docket No. 92) Ex. 1 at Ex. 3.)

         After viewing Yosemite's products at a tradeshow in early August 2012, Messina applied for a position as Yosemite's vice president of sales. (Messina Dep. (Docket No. 98-1) at 76.) Yosemite's Vice President Rockie Bogenschutz called Messina to discuss potential employment after receiving his resume. (Id. at 76-77.) Messina followed up that call with an email stating, among other things, that he would “need an initial contract that gives [him] a specific timeline guaranteed.” (Reed Decl. (Docket No. 98) Ex. 3 at 2.)

         On August 10, 2012, Messina interviewed with Yosemite in California. (Id. at 116.) Messina alleges that Bogenschutz provided Messina with a document during the interview as “a negotiation starting point.” (Messina Dep. at 136.) Messina objected to the document's at-will employment provision and asked Yosemite to replace it with a provision guaranteeing him a two-year employment term. (Id. at 61, 137, 138, 147-48.) Bogenschutz's son made the requested change and provided Messina with a revised version that Messina intended to review later with his attorney. (Id. at 131, 137, 143.) The revised document is titled “Memo of Understanding” and first states, “In follow-up to recent conversations and meetings, outlined below is an initial draft for your consideration as to what your role will be with Yosemite Home Décor, and a proposed compensation plan.” (Reed Aff. Ex. 6 (Docket No. 98-6) at 1.) The “Memo of Understanding” detailed the job's title (Vice President of Sales), responsibilities, work schedule, compensation ($120, 000 annual salary), expectations, and term (2 years). (Id.) The only difference between the revised document and the original was that the two-year employment provision replaced the at-will employment provision. (Messina Dep. at 141; see also Reed Aff. Ex. 6 at 1.)

         Later that night, Bogenschutz emailed Messina, expressed his interest in hiring Messina either part- or full-time, and stated, “I am willing to make you an offer either way. If you work with us full time we would want a contract in writing that you will dedicate your entire time and attention to promoting Yosemite products.” (Reed Decl. Ex. 4 at 2.)

         The next day, Bogenschutz called Messina, offered him the job, and Messina accepted. (Id. at 144, 149.) Messina started working for Yosemite the following Monday, August 13. (Id. at 62, 149.) During his first week of employment, Messina and Yosemite continued to negotiate the terms of his employment, including commission rates. (Id. at 154-56, 159-60, 168.) On Tuesday, August 14, Messina signed an “Employee Handbook Acknowledgment” that stated, among other things, “[Messina's] employment and compensation can be terminated, with or without cause, and with or without notice, at any time, at the option of either [Yosemite] or [Messina].” (Reed Decl. Ex. 5; Messina Dep. at 177-78, 283-84.) It went on to state that “this agreement supersedes all prior agreements, understandings and representations concerning [Messina's] employment.” (Reed Decl. Ex. 5.) Messina back dated the “Employee Handbook Acknowledgment” to August 13. (Messina Dep. at 284.)

         On August 18, Messina signed the “Memo of Understanding” and also back dated it to August 13. (Messina Dep. at 179, 286; Reed Decl. Ex. 6.) Messina's wife wrote “Rick Contract 8/18/12 Mailed out original” on the document and mailed it to Yosemite at that time. (Reed Decl. Ex. 6; Messina Dep. at 164.) The space where Bogenschutz was supposed to sign is left blank. (Reed. Decl. Ex. 6.) Messina also emailed Bogenschutz that day, informing him that he mailed a signed copy of what he referred to as a “contract.” (Reed Decl. Ex. 7.) Bogenschutz responded with excitement and thanked Messina, but did not specifically refer to a 2-year term, a “contract, ” or the “Memo of Understanding.” (Id.)

         During his employment, Messina's title was Vice President of Sales and Yosemite paid him a base salary of $10, 000 per month. (Messina Dep. at 186, 281.) In early February 2013, Yosemite fired Messina. (Id. at 20.)

         On July 1, 2014, Messina filed this lawsuit in Minnesota state court alleging breach of contract, breach of the covenant of good faith and fair dealing, wrongful termination, unjust enrichment, promissory estoppel, and a violation of Minn. Stat. § 325E.37. (Compl. (Docket No. 1-1) ¶¶ 8-30.) Yosemite removed the case to this Court. (Notice of Removal (Docket No. 1).) Yosemite subsequently filed a motion to transfer venue and a motion to compel arbitration. (Docket Nos. 9, 37.) The Court denied both motions (Docket Nos. 31, 53), but granted a motion to stay pending Yosemite's appeal of the Court's denial of its motion to compel arbitration. (Docket No. 72.) The Eighth Circuit affirmed. Messina v. N. Cent. Distrib., Inc., 821 F.3d 1047 (8th Cir. 2016). On February 7, 2016, the parties' filed a stipulation of partial dismissal of Messina's claims for breach of the covenant of good faith and fair dealing, wrongful termination, promissory estoppel, and a violation of Minn. Stat. § 325E.37. (Docket No. 86.) Yosemite now seeks summary judgment on Messina's breach-of-contract and unjust enrichment claims.

         DISCUSSION

         Summary judgment is proper if there are no disputed issues of material fact and the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(a). The Court must view the evidence and inferences that may be reasonably drawn from the evidence in the light most favorable to the nonmoving party. Enter. Bank v. Magna Bank, 92 F.3d 743, 747 (8th Cir. 1996). The moving party bears the burden of showing that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). A party opposing a properly supported motion for summary judgment may not rest on mere allegations or denials, but must set forth specific facts in the record showing that there is a genuine issue for trial. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256 (1986).

         A. Breach of Contract, Statute of Frauds, and ...


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