Vander Veur v. Groove Entertainment, 452 P.3d 1173

Groove hired Mike Vander Veur as a sales rep and in 2012 they signed a written compensation agreement paying commissions for "Qualifying Sales," defined as sales meeting margin requirements and for which installation is complete; the agreement remained in effect only while he was employed.
Vander Veur also signed employee handbook acknowledgments confirming at-will employment.
Groove terminated Vander Veur in June 2013. Before termination he had secured six proposed sales that were installed within three months after he was fired; he received no commissions for those post-termination installations.
Separately, Vander Veur alleges an oral agreement to split a discretionary "Showtime" bonus for a job installed before his termination but paid to Groove after his termination; he was not paid that bonus.
The district court granted summary judgment for Groove on all claims. The Utah Court of Appeals reversed as to the implied covenant claim for commissions and vacated dismissal of the Showtime bonus claim. The Utah Supreme Court granted certiorari.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the implied covenant of good faith and fair dealing prohibits an at-will employer from firing an employee to avoid paying commissions under a written compensation agreement	Vander Veur: Groove terminated him in bad faith to deprive him of commissions he earned; covenant should prevent that opportunistic termination	Groove: Agreement conditions payment on installation and employment; enforcing covenant to require post-termination pay would contradict express terms and create new obligations	Reversed court of appeals. Covenant cannot be used to require post-termination commissions because that would contradict the compensation agreement, the parties’ course of dealings, and Vander Veur’s justified expectations
Whether the implied covenant may rescue Vander Veur’s claim to an oral "Showtime" bonus paid to Groove after termination	Vander Veur: He had a justified expectation to the bonus because the job was installed before termination and parties agreed orally to split it	Groove: No enforceable oral contract; applying covenant would impose a new affirmative obligation	Affirmed court of appeals as to this claim: district court’s summary dismissal vacated and case remanded for factual findings on whether an enforceable contract existed; if contract exists, covenant may apply; if not, claim fails

Brehany v. Nordstrom, Inc., 812 P.2d 49 (Utah 1991) (recognizes implied covenant in contracts and limits its use so as not to convert at-will employment into good-cause employment)
Young Living Essential Oils, LC v. Marin, 266 P.3d 814 (Utah 2011) (describes covenant as inferring duties parties would have agreed to and warns courts not to rewrite contracts)
Oakwood Vill. LLC v. Albertsons, Inc., 104 P.3d 1226 (Utah 2004) (limits on covenant: cannot create rights inconsistent with express terms)
St. Benedict’s Dev. Co. v. St. Benedict’s Hosp., 811 P.2d 194 (Utah 1991) (covenant bars intentional acts that destroy another party’s right to receive contract fruits)
Tomlinson v. NCR Corp., 345 P.3d 523 (Utah 2014) (no freestanding implied covenant absent an underlying contract)
Cabaness v. Thomas, 232 P.3d 486 (Utah 2010) (definition and scope of at-will employment)