Larry a Speet v. Sintel Inc
330168
| Mich. Ct. App. | May 11, 2017Background
- Sintel and Speet entered a 2001 commission memorandum that included a 90-day termination clause obligating Sintel to pay commissions on shipments within 90 days after termination.
- In 2012, the parties (with S’Tel added) signed a new memorandum drafted by Speet that omitted a termination clause and stated Speet would retain accounts through projects but seek renegotiation by April 2014.
- The parties disputed whether the 2012 memorandum replaced the 2001 agreement or merely amended it; conflicting testimony produced a factual dispute.
- Sintel (new management) gave 90 days’ notice of termination one month after the 2012 memorandum, paid some but not all required post-termination commissions, and plaintiffs sued for breach and SRCA remedies.
- At bench trial the court found the 2012 memorandum was an amendment (not a replacement), that the 2001 termination clause survived, that Sintel breached by underpaying commissions ($6,865.72), declined to award SRCA double damages, but awarded plaintiffs SRCA attorney fees; the court also awarded Sintel case-evaluation sanctions and offset awards to produce a net judgment for plaintiffs.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary disposition was appropriate on the integration question | Speet: 2012 agreement voided 2001; no parol evidence should alter a clear integrated writing | Sintel: 2012 was an update; termination clause from 2001 remained; parol evidence admissible on integration | Denied: parol evidence admissible on whether 2012 was integrated; factual dispute required trial |
| Proper interpretation of the parties’ agreements (did 2012 supplant 2001?) | Speet: 2012 replaced 2001, entitling plaintiffs to commissions through April 2014 | Sintel: 2012 amended 2001; termination clause survived and allowed at-will termination with 90-day commission obligation | Trial court (affirmed): 2012 was an amendment; 2001 termination clause survived; Sintel breached by underpaying post-termination commissions |
| Entitlement to SRCA attorney fees (who is the "prevailing party") | Plaintiffs: they prevailed and so are entitled to SRCA fees | Sintel: plaintiffs did not prevail on all aspects of their SRCA claim; thus not prevailing under narrow statutory standard | Reversed: plaintiffs were not the prevailing party under MCL 600.2961(1)(c); SRCA fees improperly awarded |
| Sanctions for failure to attend settlement conference and case-evaluation offsets | Plaintiffs: default and fees were reasonable; statutory fees should count toward case-evaluation adjusted verdict | Sintel: award of fees for show-cause work and exclusion of SRCA fees from adjusted verdict was error | Affirmed in part: trial court did not abuse discretion in awarding settlement-conference sanctions (including show-cause work); SRCA fees do not count toward case-evaluation verdict and Sintel was entitled to case-evaluation sanctions; overall judgment remanded for amendment |
Key Cases Cited
- Quality Products & Concepts Co v Nagel Precision, Inc, 469 Mich. 362 (court may treat express modification as waiving prior contradictory provisions)
- Wyandotte Elec Supply Co v Electrical Technology Sys, Inc, 499 Mich. 127 (multiple agreements on same subject read together to determine intent)
- Peters v Gunnell, Inc, 253 Mich. App. 211 (narrow construction of SRCA prevailing-party requirement)
- Smith v Khouri, 481 Mich. 519 (lodestar approach and factors for reasonable attorney fees)
- Smith v Smith, 292 Mich. App. 699 (parol-evidence rule and ambiguity)
- UAW-GM Human Resource Ctr v KSL Recreation Corp, 228 Mich. App. 486 (parol evidence admissible to determine whether writing is integrated)
- Ivezaj v Auto Club, 275 Mich. App. 349 (case evaluators presumed not to include attorney-fee values absent evidence)
- Vicencio v Ramirez, 211 Mich. App. 501 (factors for deciding whether dismissal/default is appropriate as sanction)