Steinke v. P5 Solutions, Inc., 282 A.3d 1076

Background:

Christopher Steinke began working with P5 Solutions after July 2016 negotiations; P5 sent offer emails promising a salary and a separately defined “variable compensation” tied to ServiceNow license and services revenue (initially 15%, later 25%).
Steinke formed Holstein Amalgamated LLC and signed a July 29, 2016 Teaming Agreement between P5 and the LLC; the Agreement stated parties would "negotiate the distribution of Net Profit" and contained an integration clause.
From July 2016–Dec 2017 Steinke invoiced P5 monthly ($15,000), worked primarily off-site (including some work from his D.C. home and client sites), and was paid without tax withholdings; in Jan 2018 he became a payroll employee and was terminated in April 2018.
Steinke sued for unpaid incentive compensation asserting breach of contract and a WPCL (D.C. Wage Payment and Collection Law) claim; the Superior Court granted summary judgment for P5 on the WPCL claim but denied P5 summary judgment on breach-of-contract; a jury later awarded Steinke $100,844.55 on breach.
Both parties appealed: Steinke challenged dismissal of his WPCL claim; P5 challenged denial of summary judgment on contract enforceability, exclusion of a summary damages exhibit, and the jury instruction on apparent authority.

Issues:

Issue	Plaintiff's Argument	Defendant's Argument	Held
1. Does the WPCL apply (was P5 an “employer” and Steinke an “employee”)?	Steinke: WPCL applies because he performed work in D.C. and P5 agreed to pay wages.	P5: WPCL inapplicable — P5 did not employ anyone in D.C. for WPCL purposes and Steinke was an independent contractor.	Court affirmed dismissal of WPCL claim: even if P5 operated in D.C., Steinke was an independent contractor (not an "employee") during the relevant period.
2. Was there an enforceable incentive-compensation agreement (entitling P5 to summary judgment)?	Steinke: July 2016 emails/offer created binding incentive terms; payments and conduct corroborate agreement.	P5: Terms were only an "agreement to agree"; Teaming Agreement’s negotiation clause and integration clause preclude enforcement.	Court affirmed denial of P5 summary judgment — factual disputes existed about parties’ intent and whether a binding agreement was formed.
3. Was exclusion of P5’s summary damages exhibit an abuse of discretion?	Steinke: Exhibit inadmissible because underlying source data were not provided for verification.	P5: Source documents were available during discovery (bank records); summary should have been admitted.	Court affirmed exclusion: trial court did not abuse its discretion and exclusion was harmless given jury’s likely adoption of plaintiff’s damage theory.
4. Did the trial court err by refusing P5’s proposed apparent-authority instruction?	Steinke: Instruction given correctly defined apparent authority and plaintiff bears burden.	P5: Instruction omitted distinction that Shah could only negotiate but not bind P5, prejudicing defendant.	Court affirmed: instruction fairly stated law, no prejudice (e.g., co-founder status supported apparent authority).

Key Cases Cited

District of Columbia v. Place, 892 A.2d 1108 (D.C. 2006) (review standards for summary judgment and statutory interpretation)
Frankeny v. Dist. Hosp. Partners, LP, 225 A.3d 999 (D.C. 2020) (view evidence in light most favorable to nonmoving party on summary judgment)
Sanchez v. Magafan, 892 A.2d 1130 (D.C. 2006) (independent contractors are not "employees" under WPCL)
District of Columbia v. Bongam, 271 A.3d 1154 (D.C. 2022) (WPCL should be construed broadly to effectuate remedial purpose)
Morrison v. Int’l Programs Consortium, Inc., 253 F.3d 5 (D.C. Cir. 2001) (FLSA "economic reality" factors for employee status)
Sec’y of Labor v. Lauritzen, 835 F.2d 1529 (7th Cir. 1987) (factors for distinguishing employees from independent contractors under FLSA)
Goldberg v. Whitaker House Coop., Inc., 366 U.S. 28 (1961) (FLSA economic-reality test origin)
Roberts v. United States, 508 A.2d 110 (D.C. 1986) (summary exhibits admissible only if original source material is available for verification)
Morgan v. American Univ., 534 A.2d 323 (D.C. 1987) (denial of summary judgment after trial generally not appealable)
Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) (control factor in determining employment relationship)
Bowerman v. Field Asset Servs., Inc., 39 F.4th 652 (9th Cir. 2022) (additional factors in state wage-law employee/contractor analysis)