Kay v. Prolix Packaging, Inc.
993 N.E.2d 39
Ill. App. Ct.2013Background
- Prolix Packaging, Inc. bought Kay’s business assets via ABC; Kay became a Prolix salesperson.
- Five years later Prolix sold the business; Kay sued for unpaid commissions under the employment agreement.
- The agreement provided 5% direct commissions and 2% override commissions for Kay’s former customers; Exhibit A was never attached.
- Kay claimed override commissions were owed for former Kay Packaging customers; disputed whether Customer Master Listing constituted Exhibit A.
- Trial court awarded Kay $373,417.90; denied amendments to add Wage Payment and Collection Act claim and prejudgment interest.
- On appeal, court remanded for limited damages calculation on 34 undocumented months using a 2% override rate; affirmed other rulings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Damages for undocumented period | Kay argues estimation allowed; records withheld prevented full proof. | Prolix contends no complete proof and projections are improper. | Remand for limited testimony; use 2% rate to calculate damages. |
| Wage Payment and Collection Act claim | Amend to include Wage Act claim allowed under new statute. | Amendment untimely and prejudicial; no retroactive penalties. | Trial court not abused; amendment denied. |
| Exhibit A and contract formation | Customer Master Listing is Exhibit A; contract enforceable. | No meeting of the minds; Exhibit A unclear. | Exhibit A determined to be Kay’s Customer Master Listing; contract not unenforceable. |
| Override commission rate interpretation | Admissions show 2% override rate; 7% used improperly. | Recital 5 and 7(B) conflict; need adherence to 7% in some calculations. | Admit rate of 2% controlling; recalculate damages accordingly. |
| Prejudgment interest | Delays warrant interest under the Interest Act. | Delays not unreasonable or vexatious. | Court did not abuse discretion; prejudgment interest affirmed absence of vexatious delay. |
Key Cases Cited
- Academy Chicago Publishers v. Cheever, 144 Ill. 2d 24 (Ill. 1991) (incompleteness/ambiguity may allow extrinsic evidence to interpret contract)
- Kalata v. Anheuser-Busch Cos., 144 Ill. 2d 425 (Ill. 1991) (contract interpretation deference to trial court on factual findings)
- People v. Campbell, 146 Ill. 2d 363 (Ill. 1992) (weight of testimony; credibility assessment in bench trials)
- Northern Trust Co v. Brentwood North Nursing & Rehabilitation Center, Inc., 225 Ill. App. 3d 1039 (Ill. App. 1992) (parol evidence and incomplete writings may inform intent)
- Haslund v. Simon Property Group, Inc., 378 F.3d 653 (7th Cir. 2004) (contract incomplete; parol evidence may be considered to determine intent)