United States District Court, D. Minnesota
J. Kluk, Esq. and McCollum, Crowley, Moschet, Miller &
Laak, LDT, counsel for plaintiff.
Courtney M. Blanchard, Esq. and Nilan Johnson Lewis, PA,
counsel for defendant.
S. Doty, Judge
matter is before the court upon the motion for summary
judgment by defendant Dental Health Products, Inc. (DHPI).
Based on a review of the file, record, and proceedings
herein, the court grants the motion.
employment dispute arises out of plaintiff Frank
Spanish's claim that DHPI owes him $100, 000 in deferred
salary. DHPI is a Wisconsin-based national distributor of
dental healthcare equipment and merchandise. N. Roberts Decl.
¶¶ 2, 4. In 2010, DHPI's national field sales
manager, Scott Giese, recruited Kelly Krinkie to join
DHPI's Minnesota branch office. Giese Dep. at 17:19-23,
21:15-23. At the time, Krinkie was a salesperson with Henry
Schein, Inc., a DHPI competitor. She worked closely with her
father, Spanish, who was known to be a “heavy
hitter” in the industry. Id. at 22:20-23:8.
Krinkie told Giese that Spanish wanted to transfer his
accounts to Krinkie on his retirement, which was not possible
at Schein. Id. at 23:16-25:21-25; Spanish Dep. at
28:1-20. Giese then contacted Spanish to discuss a possible
transition for both Krinkie and Spanish from Schein to DHPI.
Giese Dep. at 24:5-8.
numerous discussions, on September 7, 2010, DHPI offered
Spanish a job as a Minnesota outside account manager.
Blanchard Aff. Ex. 7. DHPI offered Spanish $250, 000 in
salary for the first three years of employment plus
commissions exceeding the salary amount. Id.
Thereafter, as of September 27, 2013, Spanish would receive
full commission with no salary. Id. The offer letter
also established performance benchmarks which, if unmet,
could result in a salary reduction. Id. For example,
at month six Spanish's and Krinkie's combined sales
were expected to be “pacing $250, 000 per month.”
Id. The offer letter further states that the
parties' employment relationship is at-will. Id.
Spanish agreed to the terms and signed the letter on
September 27, 2010. Id. at 2.
various reasons, by June 2011, Spanish and Krinkie were not
on track to meet the sales thresholds set forth in the offer
letter. Kluk Aff. Ex. 10, at 2. Giese acknowledged, however,
that they were doing an excellent job and that he believed
they would be able to meet expectations in the future.
Id. at 2. He did not recommend a downward adjustment
in salary. Id.
December 11, 2012, Giese requested that human resources draft
an addendum to the offer letter “deferring $100, 000 of
salary/compensation from 2013 to 2014.” Blanchard Aff.
Ex. 9. With this change, Spanish would receive a $150, 000
salary in 2013 and a $100, 000 salary in 2014. See id.
to Spanish, this request followed a conversation he had with
DHPI owner, Jim Roberts, in the fall of 2011 in which Roberts
asked him to defer a portion of his salary to allow the
Minnesota branch office to grow. Spanish Dep. at 21:13-24:1.
Roberts did not specifically say how Spanish's deferred
salary would benefit the Minnesota branch, nor were specific
terms of the deferral discussed. Id. Spanish
initially rejected Roberts' request, but changed his mind
at the end of 2012. Id. at 22:19-20.
resulting agreement between the parties, dated December 12,
2012, states that the parties have agreed to “modify
the salary portion of [Spanish's] compensation
structure” as follows:
• For the 2013 calendar year Frank will be paid a
biweekly base salary of $5, 749.33 ($150, 000.00 annualized)
• For the 2014 calendar year Frank will be paid a
biweekly base salary of $3, 832.89 ($100, 000.00 annualized)
Blanchard Aff. Ex. 15. It also states that “[t]his
offer will supersede all other compensation agreements made
prior to this date.” Id. Vice president James
Roberts, Giese, and Spanish signed the salary modification on
December 14, 2012. Id.
to Spanish, he also had an oral “sidebar”
agreement with DHPI that he could request his deferred salary
“at any time.” Spanish Dep. at 12:25-13:25;
56:5-17. He explained that the December 12 written agreement
only stated that he would receive the deferred salary in 2014
as “a way of keeping tabs on it.” Id. at
parties again modified Spanish's salary in October 2013.
Blanchard Aff. Ex. 16. Under the new agreement, Spanish
agreed to receive a “bi-weekly base salary of $3,
411.27” ($89, 000 annualized) plus full commission on
merchandise sales beginning on September 30, 2013.
Id. The parties agreed to review the
“compensation structure” in June 2014.
Id. As with the prior modification, the agreement
states that “[t]his offer will supersede ...