Marr v. West Corporation, 310 Neb. 21

Background

Marr worked at West from 1991 through June 21, 2018; he had an Employment Agreement (severance if he voluntarily terminates for “Good Reason”: 1 year base salary plus projected bonus) and a 2015 Restricted Stock Award Agreement (accelerated vesting/dividends on a “Qualifying CIC Termination” within 2 years after a change in control if he resigns for “Good Reason”).
"Good Reason" in the Employment Agreement required both (i) a material reduction in position/duties/responsibilities and (ii) an adverse material change in reporting responsibilities/titles/offices; the Stock Agreement had similar Good Reason triggers measured against the 90 days before change in control.
West underwent a change in control in October 2017. Over 2018 Marr’s role was restructured: he was reassigned from integrations to divestitures, began reporting to a different chain (Mortenson, then Carlson), was removed from several integrations, and claimed diminished duties and adverse reporting changes (including reporting to executives outside Omaha and a subordinate VP).
Marr pursued and accepted employment with FNTS in May 2018; on May 21, 2018 he emailed West asserting he would terminate for Good Reason if no reasonable cure occurred and resigned effective June 21, 2018.
A jury awarded Marr $400,540.45 for breach for failing to pay the claimed compensation; the district court denied West’s motions for judgment notwithstanding the verdict (JNOV) and for a new trial.
The Nebraska Supreme Court affirmed, finding sufficient evidence for the jury’s Good Reason findings, that notice was adequate for the agreements, and no prejudicial evidentiary errors justified a new trial.

Issues

Issue	Plaintiff's Argument (Marr)	Defendant's Argument (West)	Held
Whether evidence supports a "Good Reason" resignation under the Employment Agreement (material reduction in duties and adverse reporting change)	Marr: Evidence showed removal from integrations, reassignment to divestitures with little work, and an adverse change in reporting (to a lower-ranking, out-of-Omaha VP).	West: Testimony showed divestitures were equivalent work; no material reduction in duties or adverse reporting change.	The court held a reasonable jury could find material reduction and adverse reporting change; JNOV denied.
Whether Marr could resign for "Good Reason" under the Stock Agreement after the Oct 2017 change in control	Marr: Change in control occurred; post-change reporting and duties were adverse compared to pre-change, satisfying the Stock Agreement’s Good Reason triggers.	West: Jury could not reasonably find the Stock Agreement triggers were met.	The court held the jury reasonably could find an adverse material change in reporting post-change in control; verdict affirmed.
Whether Marr’s subjective motivation (seeking FNTS job) negates Good Reason resignation	Marr: Subjective motive irrelevant or, if relevant, he credibly testified he would have stayed if West had cured the problems.	West: Marr’s pursuit and acceptance of FNTS shows pretext; motive was to increase severance.	The court treated Marr’s testimony as true for JNOV purposes and held credibility is for the jury; JNOV denied.
Whether Marr provided adequate notice under the Employment and Stock Agreements and whether evidentiary rulings warranted a new trial	Marr: His May 21 email adequately notified West of material reductions/adverse reporting; excluded FNTS exhibits were cumulative and other evidence proved job pursuit; testimony about execs’ locations and Carlson’s age had relevance.	West: The May 21 email was conclusory; Stock Agreement notice/timing not met; exclusion/admission of certain FNTS communications, executive locations, and Carlson’s age prejudiced West and merited a new trial.	The court held the email provided adequate notice as a matter for the jury; excluded FNTS exhibits were cumulative; similar evidence was admitted without objection; Carlson’s age met the low relevance threshold; no prejudicial evidentiary error, so new trial denied.

Key Cases Cited

Valley Boys v. American Family Ins. Co., 306 Neb. 928, 947 N.W.2d 856 (2020) (de novo review standard and scope of JNOV relief)
Martensen v. Rejda Bros., 283 Neb. 279, 808 N.W.2d 855 (2012) (trial court discretion on new trial reviewed for abuse of discretion)
Steinhausen v. HomeServices of Neb., 289 Neb. 927, 857 N.W.2d 816 (2015) (evidentiary exclusion is not reversible absent unfair prejudice; cumulative evidence rule)
Koehler v. Farmers Alliance Mut. Ins. Co., 252 Neb. 712, 566 N.W.2d 750 (1997) (testimony admitted without objection can cure similar objections)
Lindsay Internat. Sales & Serv. v. Wegener, 301 Neb. 1, 917 N.W.2d 133 (2018) (low bar for relevance: any tendency to make a consequential fact more or less probable)
State v. Lavalleur, 289 Neb. 102, 853 N.W.2d 203 (2014) (probative value must be more than nothing)
Richardson v. Children’s Hosp., 280 Neb. 396, 787 N.W.2d 235 (2010) (trial court’s discretion in determining relevance)