The opinion of the court was delivered by: Frederick J. Scullin, Jr., Chief United States District Judge.
MEMORANDUM-DECISION AND ORDER
In addition, Defendant moves for a judgment dismissing the claims that
the Court must decide in the first instance. With respect to these same
claims, Plaintiff moves (1) for judgment as a matter of law with respect
to the benefit due under the Executive Severance Policy on the ground
that he did not resign and (2) for judgment as a matter of law with
respect to his claim for prejudgment interest due as a result of
Defendant's delay in paying him the following amounts to which he was
entitled: (a) $10,080.68 representing the liquidated value of his vested
options in 1,667 shares of common stock, (b) $3,015.01 representing
reimbursement of business expenses he incurred on behalf of Defendant
prior to his separation from service, and (c) $2,182.90 representing
payment for eleven days of unused vacation time.
The Court will address each of these motions in turn.
A. Judgment as a matter of law
When a court is faced with a Rule 50 motion after the jury has returned
its verdict, "the district court may set aside the verdict only where
there is `such a complete absence of evidence supporting the verdict that
the jury's findings could only have been the result of sheer surmise and
conjecture, or . . . such an overwhelming amount of evidence in favor of
the movant that reasonable and fair minded men could not arrive at a
verdict against him.'" Harris v. Niagara Mohawk Power Corp., 252 F.3d 592,
597 (2d Cir. 2001) (quoting Song, 957 F.2d at 1046 (quoting Mattivi v.
South African Marine Corp., 618 F.2d 163, 168 (2d Cir. 1980) (internal
quotation marks omitted))) (other citations omitted). In other words, a
court should deny a Rule 50(b) motion "unless `the evidence is such
that, without weighing the credibility of the witnesses or otherwise
considering the weight of the evidence, there can be but one conclusion
as to the verdict that reasonable men could have reached.'" Id. (quoting
Samuels, 992 F.2d at 14 (quoting Simblest v. Maynard, 427 F.2d 1, 4 (2d
Cir. 1970) (internal quotation marks omitted))) (other citation
1. Plaintiff's resignation
Plaintiff contends that there is no legally sufficient basis for a
reasonable jury to find that he resigned. According to Plaintiff, all of
the evidence indicates that he expressed only a conditional intention to
resign in the future. To support this argument, Plaintiff relies on the
fact that when he stated: "I'm quitting. I'm leaving this organization"
during his March 20, 1998 telephone conference with Wiggins and Giudice,
Giudice told him that "he should formalize his resignation and anything
that [Giudice] chose to discuss or take exception to, that [Giudice]
get back to him on it." See Transcript of Deposition of Marty
Giudice ("Giudice Tr."), dated April 28, 1999, at 108. Plaintiff also
relies upon Giudice's contemporaneous notes of the telephone conference,
in which he wrote; "I advised [Plaintiff] to formalize his resignation as
he saw fit and I would respond accordingly to any terms he included."
See Trial Exhibit P-34. Based upon Giudice's statements that he would
respond to any conditions Plaintiff attached to his resignation,
Plaintiff contends that there was "no meeting of the minds" with respect
to his resignation and, therefore, under fundamental notions of contract
law, his actions did not constitute a voluntary resignation.
Alternatively, Plaintiff argues that even if he stated that he was going
to leave the company, he took no actions which would have been consistent
with a resignation and, therefore, a jury could not have found that he
intended to resign on March 20, 1998.
Plaintiff has failed to meet his burden under Rule 50 to demonstrate
that the jury's conclusion that he resigned on March 20, 1998, was "the
result of sheer surmise and conjecture[.]" See Harris, 252 F.3d at 597.
Plaintiff is asking the Court to do what a court cannot do on a
Rule 50 motion — weigh the evidence and make credibility determinations.
Both Giudice and Wiggins testified that Plaintiff resigned during their
telephone conference on March 20, 1998. See Transcript of Deposition of
James D. Wiggins ("Wiggins Tr."), dated April 9, 1999, at 196 (stating
that Plaintiff stated: "I'm quitting. I'm leaving the organization.");
Giudice Tr. at 108 (stating that Plaintiff "told us he didn't feel he
could continue to fulfill his responsibilities as plant manager and
therefore resigned."). Wiggins also testified that "We accepted his
resignation and we asked him to put it in writing." See Wiggins Tr. at
196. In addition, Prouty and LaPointe, two of Plaintiff's subordinates,
testified that Plaintiff told them that he had resigned. Although
Plaintiff testified that he only told them that he was resigning to
protect his reputation, he does not deny making the statement.
Alternatively, Plaintiff argues that his resignation was conditional on
March 20, 1998, because the parties had not agreed to all the terms.
However, the jury was free to reject this argument in light of all of the
evidence and to find that although the parties may not have agreed on the
date of Plaintiff's departure, this did not affect the validity of
Given the proof adduced at trial, the Court concludes that it cannot be
said that there is a complete absence of evidence to support the jury's
conclusion that Plaintiff resigned on March 20, 1998. Accordingly, the
Court denies Plaintiff's motion for judgment as matter of law with
respect to the issue of his resignation.
2. The $35,000 Success Bonus
The Court need not address the issue of whether Plaintiff was entitled
to payment of a $35,000 Success Bonus because, as Plaintiff concedes, he
would only be entitled to this bonus if Defendant terminated him to avoid
paying him this benefit. Since the jury concluded that Plaintiff resigned
and the Court has held that there was sufficient evidence to support this
determination, Plaintiff's motion with respect to this issue is moot.
Accordingly, the Court denies Plaintiff's motion for judgment as a matter
of law with respect to his entitlement to a success bonus.
3. Unvested stock options
Plaintiff is, in effect, asking the Court to reconsider its previous
ruling that the Stock Option Agreements were ambiguous and that,
therefore, their interpretation was an issue for the jury. The Court has
reviewed these agreements for a second time and adheres to its previous
conclusion that they are ambiguous. Paragraph 2(c)(ii) of the Agreement
(c) Normal Vesting; Performance Targets; Acceleration of Vesting.
(ii) Acceleration of Vesting. Notwithstanding
anything contained in this Agreement to the contrary,
all unvested Options shall automatically vest upon a
Sale of the Company subject to your continued
employment with the Company or any Subsidiary through
the date 90 days prior to such Sale of the Company.
On the other hand, paragraph (d) of the Agreement states
(d) Termination of Option. In no event shall any part
of your Option be exercisable after the Expiration
Date set forth in Section 2(a). Except as provided in
Section 2(c)(ii), if your employment by the Company or
any Subsidiary terminates for any reason other than
for Cause, that portion of your Option that is not
vested and exercisable on the date of termination of
your employment shall expire and be forfeited, and the
portion of your Option that is vested and exercisable
on the date of such termination shall expire, to the
extent not theretofore exercised, on the first
anniversary of such date of termination. If your
employment with ...