United States District Court, D. Minnesota
Richard A. Messina, Plaintiff,
North Central Distributing, Inc., d/b/a Yosemite Home Décor, Defendant.
MEMORANDUM AND ORDER
A. Magnuson United States District Court Judge
matter is before the Court on Defendant's Motion for
Summary Judgment. For the following reasons, the Motion is
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.)
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
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.)
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
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
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
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.)
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.
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).
Breach of Contract, Statute of Frauds, and ...