327 P.3d 22
Utah Ct. App.2014Background
- Robert Cardon was an at-will employee of Jean Brown Research (JBR); he signed two one-page employment agreements in Feb. and Apr. 2008 that differed in compensation language.
- The February contract promised salary plus an "Individual Bonus" tied to booked revenue (e.g., $2M = $65,000 guaranteed bonus the following year).
- The April contract replaced several instances of the word "bonus" with "salary," effectively eliminating the bonus promise; JBR later called the differences errors/typos.
- Cardon sued JBR and Jean Brown asserting breach of contract, breach of covenant of good faith and fair dealing, unjust enrichment, and fraud; the district court granted summary judgment to JBR on fraud and unjust enrichment; contract claims proceeded to trial.
- After a seven-day jury trial, the jury found for JBR on the contract-related claims; Cardon appealed only the summary judgment dismissals of fraud and unjust enrichment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Cardon raised a genuine issue of material fact on fraudulent misrepresentation | Cardon contends JBR surreptitiously substituted the April contract for the February contract (trick/typo) and thus committed fraud | JBR argues Cardon cannot show damages and the jury later found no breach of contract, mooting any damages-based fraud claim | Dismissed as moot: because the jury found no breach and thus no damages, the fraud claim (which requires damages) is moot |
| Whether unjust enrichment claim survives summary judgment despite an express contract | Cardon contends he had a near-completed large deal that would unjustly enrich JBR when they terminated him | JBR contends an express employment contract governed compensation and termination, precluding unjust enrichment | Affirmed: unjust enrichment unavailable where an express contract governs the subject matter |
Key Cases Cited
- Orvis v. Johnson, 177 P.3d 600 (summary judgment standard and deference to nonmoving party)
- State v. Apotex Corp., 282 P.3d 66 (elements of fraudulent misrepresentation)
- Giusti v. Sterling Wentworth Corp., 201 P.3d 966 (fraud damages in employment context must be the proximate losses caused by fraud)
- Jensen v. IHC Hosps., Inc., 82 P.3d 1076 (a claim is moot when requested relief cannot affect parties' rights; jury verdict of no negligence moots related concealment claim)
- Ashby v. Ashby, 227 P.3d 246 (unjust enrichment requires absence of an enforceable contract)