151 Conn.App. 451
Conn. App. Ct.2014Background
- Burns worked for Greenwich/defendant from 1987 until June 2009; historically received annual cash bonuses each year through March of the following year.
- Employee handbook (2007) stated bonuses are discretionary and determined in the firm’s sole discretion based on factors like firm and employee performance; Burns acknowledged receipt.
- In late 2008–early 2009 the firm suffered severe financial losses and received UK government cash infusions, becoming partially government‑owned.
- Defendant implemented a 2009 deferral program converting 2008 cash bonuses into vesting bonds payable over three years; unvested amounts were forfeited if an employee left.
- Burns resigned June 2009 before the first vesting date; defendant treated his 2008 award as forfeited and he sued for breach of contract, promissory estoppel, and wages; trial court found for defendant; Burns appealed only the breach claim and an evidentiary ruling.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether defendant had a contractual obligation to pay annual cash bonuses for 2008 | Burns: ‘‘total compensation’’ practice and consistent yearly cash payments created an implied contract requiring a cash bonus; deferral breached that contract | RBS: handbook and supervisor testimony show bonuses were discretionary; pattern of past payments did not create a contract | Court: No contract; bonuses were discretionary and deferral was a lawful exercise of discretion given catastrophic firm losses; findings not clearly erroneous |
| Admissibility of UK‑litigation affidavit (Ingleby) offered to prove defendant had cash to pay bonuses | Burns: Ingleby’s statement (head of Executive Reward) is party‑opponent/admission showing firm had cash to pay 2008 bonuses | RBS: Plaintiff failed to prove Ingleby was authorized to speak for the firm; hearsay/agency not established | Court: Exclusion was not an abuse of discretion; agency not independently proved; even if excluded error, it was harmless (relates only to ability to pay, not legal obligation) |
Key Cases Cited
- Torosyan v. Boehringer Ingelheim Pharmaceuticals, Inc., 234 Conn. 1 (discusses implied employment contracts)
- Christensen v. Bic Corp., 18 Conn. App. 451 (party claiming contractual bonus must prove agreement by words or deeds; customs alone do not create contract)
- Ziotas v. Reardon Law Firm, P.C., 296 Conn. 579 (verbal promises may create enforceable bonus obligations where promise is proven)
- Chieffalo v. Norden Systems, Inc., 49 Conn. App. 474 (agent’s authority to bind principal must be proved by preponderance before admitting admissions against principal)
- Metropolitan Cleaners & Dyer, Inc. v. Tondola, 114 Conn. 244 (agent’s own declarations insufficient to prove agency)
- Groton v. Yankee Gas Services Co., 224 Conn. 675 (standard for clearly erroneous factual findings)