Carroll v. Stryker Corp.
658 F.3d 675
7th Cir.2011Background
- Carroll was a Wisconsin-based commissioned sales representative for Stryker and was terminated in 2008 for failing to meet quarterly quotas.
- Stryker paid commissions under a 2008 compensation plan with draws and a potential draw deficit; the plan reserved the right to modify terms.
- Carroll sued in state court for unpaid wages under Wisconsin §109.03 and for quantum meruit and unjust enrichment, seeking about $67,000 plus penalties and fees.
- Stryker removed to federal court, arguing §109.03 does not apply to commissioned sales reps and that quasi-contractual claims were precluded by an express contract.
- Carroll withdrew the statutory claim, sought leave to amend to assert a breach-of-contract claim, and the district court denied leave to amend and granted summary judgment for Stryker.
- The Seventh Circuit held jurisdiction proper and that the 2008 compensation plan is an express contract, precluding quasi-contractual relief; denial of amendment was not an abuse of discretion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was removal proper under §1332(a)? | Carroll contends jurisdiction may be lacking because damages exceed $75,000 only if statutory claim applies. | Stryker maintains amount-in-controversy meets jurisdiction due to statutory and common-law claims. | Jurisdiction proper; stakes exceed $75,000. |
| Does Wisconsin law allow quantum meruit/unjust enrichment when an express contract governs compensation? | There was no enforceable express contract governing compensation under the plan. | The 2008 compensation plan is an express contract; quasi-contractual claims are barred. | Express contract exists; quasi-contractual remedies barred. |
| Is the 2008 compensation plan an enforceable contract despite non-signature and management’s right to modify? | Plan may be illusory or not an enforceable contract due to no signature and reserved right to modify. | Performance under the plan bound Carroll; modification right does not render it illusory. | Plan constitutes an express contract enforceable by Stryker. |
| Does receipt/handbook displace or negate the compensation contract? | Receipt/handbook disclaims any contract; thus no enforceable compensation contract. | Receipt merely acknowledged handbook policies; does not negate the compensation contract. | Receipt/handbook do not defeat the compensation contract. |
| Did the district court abuse its discretion in denying leave to amend the complaint? | Late amendment was justified by new arguments raised in reply brief. | Delay was undue and prejudicial; there was no good cause. | No abuse; denial of leave to amend affirmed. |
Key Cases Cited
- Rising-Moore v. Red Roof Inns, 435 F.3d 813 (7th Cir. 2006) (jurisdictional threshold evidence and what constitutes controversy)
- Oshana v. Coca-Cola Co., 472 F.3d 506 (7th Cir. 2006) (burden and standard on removal amount)
- McMillian v. Sheraton Chi. Hotel & Towers, 567 F.3d 839 (7th Cir. 2009) (what plaintiff hopes to get constitutes jurisdictional amount)
- Lindquist Ford, Inc. v. Middleton Motors, Inc., 557 F.3d 469 (7th Cir. 2009) (quasi-contractual claims barred by express contract)
- Piaskoski & Assocs. v. Ricciardi, 686 N.W.2d 675 (Wis. Ct. App. 2004) (contract element: offer, acceptance, consideration; acceptance by performance)
- Chudnow Constr. Corp. v. Commercial Disc. Corp., 180 N.W.2d 697 (Wis. 1970) (contract can be effective without signature)
- Lakeshore Commercial Fin. Corp. v. Drobac, 319 N.W.2d 839 (Wis. 1982) (contract modification and consideration)
- Devine v. Notter, 753 N.W.2d 557 (Wis. Ct. App. 2008) (illusory contract not present when consideration exists)