Geysen v. Securitas Security Services USA, Inc.
142 A.3d 227
Conn.2016Background
- Kevin Geysen was hired as an at-will business development manager by Securitas and paid a salary plus commissions under a sales incentive plan.
- The 2006 plan conditioned payment of commissions on, among other things, invoicing the client prior to the manager’s termination.
- Securitas terminated Geysen in 2008; Geysen sued alleging violation of Conn. Gen. Stat. § 31-72 (wage statute), breach of the implied covenant of good faith and fair dealing, and wrongful discharge in violation of public policy.
- The trial court struck the contract-based counts for implied covenant and wrongful discharge (finding § 31-72 an adequate statutory remedy) and later entered a stipulated judgment for unpaid commissions; appeals followed.
- The Supreme Court considered whether the invoicing-before-termination provision (which caused forfeiture of commissions not invoiced before termination) violated public policy or § 31-72, and whether the implied-covenant and wrongful-discharge counts were properly stricken.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the invoice-before-termination commission clause violates public policy and § 31-72 | Geysen: commissions were earned for past services and the forfeiture provision unlawfully withholds wages | Securitas: the parties’ agreement controls when commissions accrue; invoicing before termination was a valid condition precedent | Court: clause is enforceable; commissions were not "due" because condition precedent not met, so no § 31-72 violation |
| Whether a breach of the implied covenant of good faith and fair dealing claim survives motion to strike | Geysen: termination was a pretext to avoid paying commissions and thus breached the covenant | Securitas: the contract terms govern and the covenant cannot be used to rewrite clear terms | Court: claim adequately pleaded; denial of covenant count strike reversed (claim may proceed) |
| Whether wrongful discharge in violation of public policy was sufficiently alleged | Geysen: termination to avoid paying compensation violates public policy favoring wage payment | Securitas: wage statutes do not support a broader public-policy tort where wages were not due under the contract | Court: public-policy wrongful discharge count properly stricken — wage statutes do not create a broader public-policy tort here |
| Whether the statutory remedy under § 31-72 precludes contract-based claims | Geysen: statutory remedy may be inadequate to vindicate contractual expectations and bad-faith terminations | Securitas: statutory remedy addresses unpaid wages; it was adequate | Court: did not decide adequacy vis-à-vis all claims but held § 31-72 did not make the clause unenforceable; breach-of-covenant claim remains viable |
Key Cases Cited
- Mytych v. May Dept. Stores Co., 260 Conn. 152 (Conn. 2002) (wage statutes protect the integrity of the employer–employee wage agreement and timing of accrual is governed by that agreement)
- Magnan v. Anaconda Industries, Inc., 193 Conn. 558 (Conn. 1984) (implied covenant of good faith and fair dealing applies to contracts but does not convert at-will employment into just-cause protection)
- Fortune v. Nat’l Cash Register Co., 373 Mass. 96 (Mass. 1977) (employer breaches implied covenant by terminating to deprive agent of commissions nearly earned)
- Burnham v. Karl & Gelb, P.C., 252 Conn. 153 (Conn. 2000) (statutory remedies can affect availability of common-law wrongful discharge claims)
- State v. Lynch, 287 Conn. 464 (Conn. 2008) (discusses wage statute interpretation and remedial nature)
- Wakefield v. Northern Telecom, 769 F.2d 109 (2d Cir. 1985) (implied covenant may protect commission rights when termination is used to avoid payment)