Dye v. Mechanical Enterprises, Inc.
308 Ga. App. 311
Ga. Ct. App.2011Background
- Dye sued MEI for commissions (about $127k) under his contract and OCGA § 10-1-700, plus fees.
- MEI admitted Dye could earn additional compensation but denied any commissions were due.
- Trial court granted MEI summary judgment; Dye appealed.
- Dye claimed the starting terms included a five percent commission on shipped transportation sales, earnable when shipped, not upon payment.
- MEI described a standardized sales policy (10% new products first year, 5% existing second year, 3% retainage) and later limited commissions on certain distributor sales to 1.5%.
- There was conflicting evidence about the calculation method, past practice, and whether a formal written formula existed; the policy was to be formalized.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a commission contract is enforceable without a fixed calculation formula. | Dye contends there was a clear five percent rate and an agreed method to compute commissions based on past practice. | MEI argues the absence of a defined formula renders the promise unenforceable. | Enforceable; ambiguity on calculation must go to a jury. |
| Whether parol evidence is permissible to prove the parties' intended commission calculation. | Dye asserts past dealings and notes show the intended method, despite policy not yet formalized. | MEI relies on the lack of a written formula to defeat enforcement. | Parol evidence admissible; jury to resolve intent and method. |
| Whether summary judgment was proper given disputed issues of the commission calculation. | Dye argues the contract and intent create a triable issue for determination by a jury. | MEI asserts no exact formula and no enforceable agreement to pay commissions as a matter of law. | Summary judgment reversed; issue for jury. |
Key Cases Cited
- Pacrim Assoc. v. Turner Home Entertainment, 235 Ga. App. 761 (Ga. App. 1998) (contract terms need not spell out every fact if terms allow ascertainment of intention)
- Sharple v. AirTouch Cellular of Georgia, 250 Ga. App. 216 (Ga. App. 2001) (ascertainment of intention; contract construction priority)
- McLean v. Continental Wingate Co., 212 Ga. App. 356 (Ga. App. 1994) (not necessary to state all details; past dealings can establish method)
- Moreland v. Traffic Masters, Inc., 225 Ga. App. 244 (Ga. App. 1997) (conflicting evidence about commissions precludes summary judgment)
- Danfair Properties, Inc. v. Bowen, 222 Ga. App. 425 (Ga. App. 1996) (fact that employer contested meeting of minds on bonus terms warrants jury trial)
- Mathews v. Marietta Toyota, 270 Ga. App. 337 (Ga. App. 2004) (promise to pay 'fair' bonus unenforceable)