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MILLER v. HEKIMIAN LABORATORIES

April 23, 2003

DAVID P. MILLER, PLAINTIFF,
v.
HEKIMIAN LABORATORIES, 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

Plaintiff originally filed this action in state court. On January 10, 2001, Defendant removed the matter to this Court based upon diversity jurisdiction. Plaintiff's complaint asserts two causes of action: (1) breach of contract and (2) violations of New York Labor Law §§ 190(1), 191 and 193.

II. BACKGROUND

By letter dated November 8, 1999, Defendant Hekimian Laboratories, Inc. ("Hekimian") offered Plaintiff a position as an Account Manager.*fn1 See Dkt. No. 23, Affidavit of David P. Miller, sworn to April 3, 2002 ("Miller Aff."), at Exhibit "F." Together with the offer letter, Defendant sent Plaintiff an Employment Agreement and a document entitled "2000 Incentive Compensation Plan." See Dkt. No. 36, Declaration of Kevin McCartney, dated April 2, 2002 ("McCartney Decl. I"), at ¶¶ 6-7 & Exhibits "B" & "C;" Miller Aff. at ¶ 14 & Exhibit "G." In addition, Hekimian asserts that it also sent Plaintiff a document entitled "David Miller, Account Manager — Atlantic Region," hereinafter referred to as the "Bonus Plan." See Miller Aff. at ¶¶ 20-24 & Exhibit "K;" McCartney Decl. I at ¶¶ 8-9 & Exhibit "D." Plaintiff does not recall receiving the Bonus Plan in November 1999, although he does concede that Mr. McCartney handed him that Plan in early January 2000. See Miller Aff. at ¶ 20.

At the crux of the parties' dispute is the relationship among and relevance of the Employment Agreement, the 2000 Incentive Compensation Plan, and the Bonus Plan. The Employment Agreement, which Plaintiff signed on December 13, 1999, his first day of work at Hekimian, provides, in pertinent part, that

1. Salary, Duties, Expenses, Vacation and Travel.

(a) The Corporation agrees to employ the Employee and the Employee agrees to accept employment by the Corporation on a full-time basis as an Account Manager of the Corporation, at a minimum annual salary of $80,000.00 payable during the Term of Employment (as defined in Section 2 hereof). Such salary shall be payable in equal installments during each month or such other pay periods established from time to time by the Corporation, pursuant to its standard employment practices. During the Term of Employment, the Employee shall be governed by the Corporation's policies applicable to other employees of the Corporation with respect to periodic reviews and increases in salary and fringe benefits, as hereinafter described, provided for such employees.
3. Fringe Benefits.
Nothing contained herein shall detract from or limit, during the Term of Employment, the Employee's participation in any group insurance, hospitalization, retirement or other benefit plan or other arrangement available to all employees of the Corporation. The Employee's participation in other benefits or incentive payments shall be at the discretion of the Board of Directors or the President of the Corporation or his designee.
11. Entire Agreement.
The foregoing contains the entire agreement between the parties relating to the subject matter of this Agreement, and may not be altered or amended except by an instrument in writing signed by both parties hereto, and this Agreement supersedes all prior understandings and agreements relating to employment of the Employee by the Corporation.
See McCartney Decl. I at Exhibit "C" at ¶¶ 1(a), 3, 11 (emphasis added).

The 2000 Incentive Compensation Plan provides as follows:

David Miller

ACCOUNT MANAGER

2000 Incentive Compensation Plan

2000 Quota — to be determined

1. All bookings will be commissioned at 0.5%.

2. All bookings over quota will be commissioned at an additional 0.25%.
3. After achieving 100% of bookings quota, a $5,000 bonus will be issued.
See Miller Aff. at Exhibit "G;" McCartney Decl. I at Exhibit "B."

Finally, the Bonus Plan provides that

Base Salary — $80,000

Quota — To be assigned for 2000

Assigned accounts — Bell Atlantic North

Commission — 0.5% for all bookings in ...


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