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EDWARDS v. SCHRADER-BRIDGEPORT INTERNATIONAL

June 4, 2002

MARK EDWARDS, PLAINTIFF,
V.
SCHRADER-BRIDGEPORT INTERNATIONAL, INC., DEFENDANT.



The opinion of the court was delivered by: Frederick J. Scullin, Jr., Chief United States District Judge.

MEMORANDUM-DECISION AND ORDER

I. INTRODUCTION

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.

II. DISCUSSION

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 omitted).

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] would 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 Plaintiff's resignation.

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 asserts that the Court should not have been submitted the issue of his entitlement to the liquidated value of his unvested stock options to the jury because the Stock Option Agreements are clear and unambiguous. Therefore, according to Plaintiff, the Court should have determined, as a matter of law, whether these agreements entitled him to receive the liquidated value of his 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 states

(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 ...

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