Messina v. North Central Distributing, Inc.
0:14-cv-03101
D. MinnesotaMay 30, 2017Background
- Messina interviewed with Yosemite in August 2012 for VP of Sales; he negotiated a change from an at-will term to a two-year term and received a revised "Memo of Understanding" reflecting a 2-year term, title, duties, and $120,000 salary.
- Messina began work on August 13, 2012; he signed and back-dated an Employee Handbook Acknowledgment (stating at-will employment) on August 14 and signed and mailed the unsigned "Memo of Understanding" (back-dated to August 13) on August 18; Yosemite never signed the memo.
- Yosemite paid Messina a $10,000 monthly base salary; negotiations over commissions continued; Yosemite terminated Messina in early February 2013.
- Messina sued in 2014 in Minnesota state court asserting breach of contract, unjust enrichment, and other claims; many claims were later dismissed by stipulation; the federal court denied Yosemite's motions to compel arbitration and to transfer venue, and the Eighth Circuit affirmed.
- At summary judgment, Yosemite moved to dismiss Messina's breach-of-contract and unjust-enrichment claims, arguing (1) no enforceable two-year contract (counteroffer) and (2) statute of frauds bars the unsigned two-year agreement; Yosemite also argued unjust enrichment fails because Messina allegedly produced no sales and has an adequate legal remedy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Formation of a 2-year employment contract | Messina: signed and mailed the Memo on Aug 18; parties agreed on term and compensation | Yosemite: mailing the memo was a counteroffer never accepted; no mutual assent | Genuine dispute of material fact; summary judgment denied on contract-formation issue |
| Statute of Frauds (contract >1 year unsigned) | Messina: Yosemite should be equitably estopped from invoking the statute because it accepted performance, gave title/pay, and thanked him for mailing the memo | Yosemite: Employee Handbook Acknowledgment put Messina on notice he was at-will; statute of frauds bars unsigned memo | Equitable estoppel is fact-specific; competing inferences exist, so summary judgment inappropriate |
| Equitable estoppel elements | Messina: affirmative and silent representations, reasonable reliance, harm if estoppel denied | Yosemite: handbook acknowledgment undermines reasonable reliance | Court: more than one inference fits the record; estoppel is for jury fact-finding here |
| Unjust enrichment (alternative theory) | Messina: if no contract, Yosemite was unjustly enriched by benefits Messina conferred (e.g., Menard’s relationship) and nonpayment of commissions | Yosemite: Messina produced no sales/profits and has an adequate legal remedy (contract/arbitration) | Issues of material fact exist about value Yosemite received and adequacy of legal remedy; unjust-enrichment claim survives summary judgment |
Key Cases Cited
- Carlsen v. GameStop, Inc., 833 F.3d 903 (8th Cir. 2016) (elements of breach-of-contract under Minnesota law)
- Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (summary judgment burden rules)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (U.S. 1986) (standard for genuine issue of material fact)
- Highway Sales, Inc. v. Blue Bird Corp., 559 F.3d 782 (8th Cir. 2009) (estoppel generally a fact question but one-inference situations may be legal)
- ServiceMaster of St. Cloud v. GAB Bus. Servs., Inc., 544 N.W.2d 302 (Minn. 1996) (elements of unjust enrichment)