Marr v. West Corporation, 963 N.W.2d 520

Background

Kenneth Marr was a long‑time West executive with an Employment Agreement (severance = 1 year base salary + projected bonus upon voluntary termination for “Good Reason”) and a Restricted Stock Award Agreement (vesting on a Qualifying CIC Termination + Good Reason triggers). The Employment Agreement required written notice within 30 days of the event and a 30‑day cure period; the Stock Agreement required notice within 90 days of knowledge and the same 30‑day cure period.
West underwent a change in control in October 2017. In early 2018 West reorganized Marr into an Integration & Divestitures team; after Mortenson left Marr began reporting to Erik Carlson (a VP outside Omaha), was removed from several integrations, and was assigned to divestitures where he testified there was little work for him.
Marr applied for and ultimately accepted a CTO position at FNTS in May 2018. On May 21, 2018 he emailed Carlson asserting recent organizational changes had materially reduced his duties and adversely changed his reporting obligations and warned he would terminate for Good Reason if no reasonable cure was offered; he resigned effective June 21, 2018.
Marr sued, claiming West breached both agreements by refusing to pay the contractual compensation; a jury awarded him $400,540.45.
West moved for judgment notwithstanding the verdict (JNOV) and moved for a new trial based on several evidentiary rulings; the district court denied both motions and West appealed to the Nebraska Supreme Court.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
1. Was Marr eligible to resign for Good Reason under the Employment Agreement (material reduction in duties and adverse change in reporting)?	Marr: removal from integrations, assignment to divestitures, reporting to a lower‑level VP outside Omaha materially reduced duties and altered reporting.	West: testimony showed no material reduction and no adverse reporting change; duties and opportunities remained.	Held: Jury reasonably could credit Marr’s testimony; JNOV denied.
2. Was Marr eligible for Good Reason under the Stock Agreement after the change in control?	Marr: change in control occurred and post‑CIC reporting changes satisfied Good Reason triggers.	West: disputed that post‑CIC changes met Stock Agreement criteria.	Held: Change in control undisputed; jury could reasonably find an adverse reporting change post‑CIC; JNOV denied.
3. Does Marr’s subjective motive (accepting FNTS job) defeat his Good Reason claim?	Marr: subjective motive irrelevant or he would have stayed if West cured the problem.	West: Marr’s pursuit/acceptance of FNTS shows pretext and not a true Good Reason resignation.	Held: Credibility is for the jury; Marr’s testimony that he would have stayed if cured must be credited for JNOV purposes; JNOV denied.
4. Did Marr provide sufficient notice under the Employment Agreement?	Marr: May 21 email identified material reduction and reporting changes and thus gave adequate notice.	West: email was a bare‑bones notice failing to identify specifics required by the contract.	Held: Court: email sufficient as a matter of law to satisfy notice requirement; jury could find compliance.
5. Did Marr satisfy the Stock Agreement’s written notice and timing (90 days) requirement?	Marr: May 21 email provided notice of listed Stock Agreement events and was within 90 days of his knowledge (he first knew when reporting to Carlson in April).	West: no proper written notice/untimely under Stock Agreement.	Held: Jury could reasonably conclude notice was given within 90 days and met Stock Agreement requirements; JNOV denied.
6. Did evidentiary rulings (excluded FNTS exhibits; admitted execs’ residences; Carlson’s age) warrant a new trial?	Marr: rulings either correct or harmless; substantially similar evidence was admitted.	West: exclusions/admissions were erroneous and prejudicial, requiring a new trial.	Held: Even if some rulings were erroneous, no unfair prejudice—substantially similar evidence was received and the trial court did not abuse its discretion; new trial denied.

Key Cases Cited

Valley Boys v. American Family Ins. Co., 306 Neb. 928 (de novo review and standards for judgment notwithstanding the verdict)
Martensen v. Rejda Bros., 283 Neb. 279 (trial court discretion on motions for new trial)
Steinhausen v. HomeServices of Neb., 289 Neb. 927 (exclusion of evidence not prejudicial when substantially similar evidence admitted)
Koehler v. Farmers Alliance Mut. Ins. Co., 252 Neb. 712 (objections to testimony similar to admitted evidence produce no prejudicial error)
Lindsay Internat. Sales & Serv. v. Wegener, 301 Neb. 1 (low threshold for relevance)
State v. Lavalleur, 289 Neb. 102 (probative value need only be something more than nothing for relevance)
Richardson v. Children’s Hosp., 280 Neb. 396 (trial court’s discretion in relevance determinations)