United States District Court, E.D. Tennessee, Knoxville
MEMORANDUM OPINION AND ORDER
RONNIE GREER UNITED STATES DISTRICT JUDGE
matter is before the Court to address two motions for summary
judgment. The defendant, Maine Pointe, LLC (“Maine
Pointe”), filed a motion for summary judgment as to all
counts of the Amended Complaint on October 9, 2017, [Doc.
37]. Maine Pointe also submitted a statement of material
facts, [Doc. 38], a memorandum in support, [Doc. 39], and
several affidavits from Maine Pointe employees in support of
its motion for summary judgment, [Docs. 40, 41, 42, 43, and
44]. The plaintiff, Howard Jackson (“Mr.
Jackson”), responded to Maine Pointe's statement of
material facts, [Doc. 51], and motion, [Doc. 50], to which
Maine Pointe replied, [Doc. 52]. Also before the Court is Mr.
Jackson's motion for summary judgment, filed on October
13, 2017, [Doc. 45], as well as the accompanying statement of
material facts, [Doc. 47], and memorandum in support, [Doc.
46]. Maine Pointe responded to the statement of material
facts, [Doc. 49] as well as the motion, [Doc. 48], to which
Jackson replied, [Doc. 53]. The matters are ripe for review.
Pointe is a Massachusetts corporation specializing in
operations consulting. [Doc. 39 at 2]. Mr. Jackson was
employed with Maine Pointe pursuant to an employment offer
letter dated September 29, 2015, [Doc. 47-1]. This letter, in
pertinent part, reads as follows:
I am pleased to extend to you the opportunity to join Maine
Pointe, LLC (the “Company”) to become Vice
President, Food and Beverage (Food and Beverage Industry
Partner). … I look forward to your acceptance of this
opportunity. Subject to your agreement and signature, you
will be engaged on an at-will basis upon the following
additional terms and conditions. Services will commence as of
Thursday, October 15th, 2015. [redacted] You will be paid an
annual base income of $215, 000.00 USD. You will be eligible
to earn sales commission on collected engagement revenue (not
analysis, nor reimbursed T&E revenue), based on the
schedule in Attachment A. All commissions are paid monthly as
project revenue is collected on or before the end of each
month. Management reserves the right to make changes to the
sales commission plan as is deemed necessary by the business.
[Id.]. The letter was signed by Steve Bowen,
Chairman & CEO of Maine Pointe. Below Mr.
signature is the phrase “Agreed:, ” followed by
Mr. Jackson's signature, and the date of October 1, 2015.
Attachment A, referenced in the employment letter above,
includes the following language:
Attachment A to the Offer Letter of Howard Jackson dated
September 28, 2015
Your sales commission schedule shall be as follows:
New Name Client Work Developed by you
Sales of $0 to $6, 000, 000 7%
Sales of $6, 000, 001 and above 8%
Management reserves the right to make changes to the sales
commission plan as is deemed necessary by the business.
[Doc. 39-1 at 66]. Neither party disputes that Mr. Jackson
negotiated his salary and commission rates with Maine Pointe.
[Doc. 49 at 4].
Jackson began his employment with Maine Pointe on October 15,
2015, at which point he received at least some training on
Maine Pointe's customer development process [Doc 47-1;
Doc. 51 ¶ 19]. Maine Pointe states that Bill Forster,
Executive Vice President, Food & Beverage, and Collin
Ziemerink, Executive Vice President of Business Development,
reviewed the company's “Business Development
Process PowerPoint with Plaintiff and explained how
commissions are earned and paid at Maine Pointe.” [Doc.
38 ¶ 19]. Maine Pointe attached a copy of this
PowerPoint presentation and “Plaintiff's Onboarding
Plan” to the affidavit of the Maine Pointe executive
who states that he discussed with Mr. Jackson “how
sales commissions were earned and paid at Maine Pointe”
both before the employment letter was signed and when Mr.
Jackson's employment began on October 15, 2015. [Docs. 42
¶¶ 19-24, 42-1, 42-2]. Mr. Jackson does not dispute
that he received a “small presentation of Maine
Pointe's development process, ” but as it related
to the payment of commission, he claims that it was only
discussed “to the extent that Mr. Ziemerink told
Plaintiff: ‘Sell over $6 million worth of work in one
year and you'll get 8 percent commission
thereafter.'” [Doc. 51 at 6].
his employment, Mr. Jackson identified Colony Brands as a
potential customer for Maine Pointe, and requested that Mr.
Forster authorize the conversion of the Colony Brands account
into Mr. Jackson's name. [Doc. 47 ¶ 12]. Mr. Jackson
discovered that another Maine Pointe employee, Sara
Raudenbush, could connect him with the proper contact at
Colony Brands. [Id. at ¶ 13]. Mr. Jackson
proposed that Ms. Raudenbush enter into a referral agreement,
which would allow her to receive a 1.5% commission in
exchange for her part in connecting Mr. Jackson with her
Colony Brands contacts. [Id. at ¶¶ 14-22]
Mr. Jackson sent a solicitation email to Colony Brands on
February 5, 2016, and left a voicemail for his Colony Brands
contact on February 8, 2016. [Id. at ¶¶
21-22]. On February 15, 2016, Mr. Forster informed Mr.
Jackson that he was terminated from his employment at Maine
Pointe. [Id. at ¶ 23]. Following Mr.
Jackson's termination, email correspondence between Mr.
Jackson and Mr. Bowen indicates while Mr. Jackson was not to
represent himself as an employee of Maine Pointe, he would be
compensated with “a 10% commission solely” if he
could deliver a “Level 1 fully developed
opportunity” to Maine Pointe. [Id. at ¶
25; Doc. 47-8].
days following Mr. Jackson's termination, a Maine Pointe
Market Specialist, Don Rickling, re-sent Mr. Jackson's
original solicitation email to the Colony Brands contact, Don
Hughes. [Id. at ¶ 26]. Mr. Hughes responded to
Mr. Rickling's email, referenced Mr. Jackson's name,
and indicated that Colony Brands was interested in meeting
with Maine Pointe. [Id. at ¶ 28]. Mr. Rickling
scheduled the meeting between Colony Brands and Maine Pointe.
Mr. Forster attended the meeting, and continued the sales
development process with Colony Brands. [Doc. 38 ¶¶
25-29]. Eventually, Maine Pointe secured a contract with
Colony Brands which resulted in $6.3 million in collected
engagement revenue. [Doc. 47 ¶ 54]. Maine Pointe paid
Mr. Foster 7.5% commission in addition to his salary for his
development of the Colony Brands deal, and Mr. Rickling
received 1.5% for his involvement in soliciting and
scheduling the initial meeting. [Id. at ¶ 59;
Doc. 38 ¶ 31]. Ms. Raudenbush was paid a 1.5% referral
bonus for providing the Colony Brands contacts to Mr.
Jackson. [Doc. 47 ¶ 58]. Mr. Jackson was paid no
commission from the Colony Brands revenue, and thus brought
judgment is proper where the pleadings, the discovery and
disclosure materials on file, and any affidavits show that
there is no genuine issue of material fact and that the
movant is entitled to judgment as a matter of law.
Fed.R.Civ.P. 56(c). In ruling on a motion for summary
judgment, the Court must view the facts contained in the
record and all inferences that can be drawn from those facts
in the light most favorable to the non-moving party.
Matsushita Elec. Indus. Co. v. Zenith Radio Corp.,
475 U.S. 574, 587 (1986); Nat'l Satellite Sports,
Inc. v. Eliadis, Inc., 253 F.3d 900, 907 (6th Cir.
2001). The Court cannot weigh the evidence, judge the
credibility of witnesses, or determine the truth of any
matter in dispute. Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 249 (1986).
moving party bears the initial burden of demonstrating that
no genuine issue of material fact exists. Celotex Corp.
v. Catrett, 477 U.S. 317, 323 (1986). To refute such a
showing, the non-moving party must present some significant,
probative evidence indicating the necessity of a trial for
resolving a material factual dispute. Id. at 322. A
mere scintilla of evidence is not enough. Anderson,
477 U.S. at 252; McClain v. Ontario, Ltd., 244 F.3d
797, 800 (6th Cir. 2000). This Court's role is limited to
determining whether the case contains sufficient evidence
from which a jury could reasonably find for the non-moving
party. Anderson, 477 U.S. at 248-49; Nat'l
Satellite Sports, 253 F.3d at 907. If the non-moving
party fails to make a sufficient showing on an essential
element of its case with respect to which it has the burden
of proof, the moving party is entitled to summary judgment.
Celotex, 477 U.S. at 323. If this Court concludes
that a fair-minded jury could not return a verdict in favor
of the non-moving party based on the evidence presented, it
may enter a summary judgment. Anderson, 477 U.S. at
251-52; Lansing Dairy, Inc. v. Espy, 39 F.3d 1339,
1347 (6th Cir. 1994).
party opposing a Rule 56 motion may not simply rest on the
mere allegations or denials contained in the party's
pleadings. Anderson, 477 U.S. at 256. Instead, an
opposing party must affirmatively present competent evidence
sufficient to establish a genuine issue of material fact
necessitating the trial of that issue. Id. Merely
alleging that a factual dispute exists cannot defeat a
properly supported motion for summary judgment. Id.
A genuine issue for trial ...