Lapponese v. Carts of Colorado, Inc.
422 S.W.3d 396
Mo. Ct. App.2013Background
- Lapponese was hired as an at-will sales rep by Carts of Colorado (contract expressly allowed either party to terminate at any time); he worked Jan 2006–Jan 15, 2010.
- He earned commissions for 2008–2009 that Carts of Colorado refused to fully pay (dispute over allocation and commission formula); unpaid amounts claimed totaled about $90,052.09.
- Lapponese resigned Jan 15, 2010 and took other employment; he later sued for breach of contract, unpaid commissions, and statutory remedies (Sections 407.911–.913), seeking statutory damages and attorneys’ fees.
- Carts of Colorado counterclaimed for breach of contract and breach of a separate nondisclosure agreement; at trial a jury found for Lapponese and awarded $135,000 in damages.
- Trial court entered judgment adding $69,411.50 in attorneys’ fees under Section 407.913; Carts of Colorado appealed, contesting (1) whether Lapponese was “terminated” within the meaning of the statute, (2) whether Section 407.912 applied, and (3) whether awarded attorneys’ fees were properly calculated/segregated.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a voluntary resignation counts as a "termination" under Mo. Rev. Stat. § 407.913 so as to permit statutory damages and attorneys' fees | Lapponese: § 407.913 applies to any termination of the sales-rep/principal relationship (including voluntary resignation); statutory text and § 407.912 use "termination" broadly | Carts: "termination" means involuntary discharge by the principal; statute should not be read to award penalties when rep quits | Court: "termination" means ending of the contract/relationship regardless of who initiated it; statutory damages and fees are available after voluntary resignation (Points 1–2 denied) |
| Whether § 407.912 requires an involuntary termination before commissions become due | Lapponese: § 407.912 applies when the contract is terminated; an at-will resignation terminated the contract and triggered payment duties | Carts: No evidence the contract was "terminated"; rep's continued assertion of rights shows contract not terminated; statute should require involuntary termination | Court: § 407.912 applies when the contract is terminated; Lapponese terminated his at-will contract by resigning, so § 407.912 applies (Point 3 denied) |
| Whether the trial court properly awarded attorneys’ fees under § 407.913 | Lapponese: Fees defending counterclaim were intertwined with prosecuting commission claim; segregation either unnecessary or impracticable | Carts: Fees include time defending separate nondisclosure counterclaim unrelated to statutory commission claim and should be excluded | Court: Remanded—trial court failed to make findings on segregation and calculation; cannot determine if fee award was proper; reverse and remand for findings (Point 4 partially granted) |
| Whether trial court erred in submitting Instruction No. 11 (statutory damages instruction) | Lapponese: Instruction correctly allowed statutory damages from date of termination pro rata | Carts: Instruction improperly allowed statutory damages because plaintiff was not "terminated" by employer | Court: Instruction proper because termination includes voluntary resignation under the statutes; Instruction No. 11 affirmed |
Key Cases Cited
- Klotz v. St. Anthony’s Med. Ctr., 311 S.W.3d 752 (Mo. banc 2010) (standard for reviewing jury instructions)
- Drury v. Missouri Youth Soccer Ass’n, Inc., 259 S.W.3d 558 (Mo. App. 2008) (standard for directed verdict and JNOV review)
- McKay v. WilTel Commc’ns Sys., Inc., 87 F.3d 970 (8th Cir. 1996) (interpreting Missouri sales-commission statute more narrowly; court declined to follow)
- J.S. DeWeese Co. v. Hughes-Treitler Mfg. Corp., 881 S.W.2d 638 (Mo. App. 1994) (background on Missouri sales commission statutes)
- Brinker Missouri, Inc. v. Dir. of Revenue, 319 S.W.3d 433 (Mo. banc 2010) (principles of statutory interpretation)