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Goll v. First Tennessee Capital Markets

August 1, 2006


The opinion of the court was delivered by: Hon. Harold Baer, Jr., District Judge


On September 8, 2005, Stephen Go11, ("Plaintiff' or "Goll"), filed a complaint against First Tennessee Capital Markets ("Defendant" or "First Tennessee") that alleged breach of an express contract, and in the alternative, entitlement to unpaid compensation pursuant to an unjust enrichment, quantum meruit, or promissory estoppel theory. The Plaintiff subsequently withdrew his promissory estoppel claim and the Defendant has moved for summary judgment. For the reasons set forth below, this motion for summary judgment is granted in part and denied in part.


The following facts, taken from the Complaint, are undisputed. Go11 began employment as a Vice President, Corporate Trading Officer of First Tennessee on April 10, 2000. Prior to beginning employment, Goll received an offer letter from Maureen Wilson, Vice President, Personnel Manager, dated March 20, 2000 that set forth Goll's employment package. The letter stated that he would be guaranteed minimum compensation, when annualized, of $350,000 for the first 12 months of his employment with First Tennessee. The March 20, 2000 offer letter provides, in pertinent part, that:

The following compensation package will become effective upon your date of hire which will be on April 10, 2000. For your first twelve months of employment, your total guaranteed minimum compensation, when annualized, will be $350,000. Your base salary will be $3,076.92/payday. which is $80,000 when annualized, and your guaranteed draw will be $4,615.38/payday, which is $120.000 when annualized. . . . You will receive a lump sum when incentive payments are made in Jan/Feb. 2001. This lump sum will be for the remaining balance of your annualized guaranteed compensation. This remaining balance will be $150.000.

Letter from Maureen Wilson, VP Personnel Manager, to Stephen Goll (Mar. 20, 2000).

Goll was fired on January 14, 2005 and contends, pursuant to the terms of the March 20, 2000 offer letter. that he is owed the remainder of his guaranteed compensation for 2004 and the entirety of his compensation package for 2005.*fn1 Goll began employment with Jeffries & Company on or about February 28. 2005 and earned $325,000 that year.


Pursuant to the Federal Rules of Civil Procedure Rule 56, the movant on a summary judgment motion must establish that there is no genuine issue of material fact and the undisputed facts are sufficient to warrant judgment as a matter of law. Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986); Anderson v. Liberty Lobby Inc., 477 U.S. 242, 250 (1986). The party opposing summary judgment "may not rest upon the mere allegations or denials of the adverse party's pleading. but . . . must set forth specific facts showing that there is a genuine issue for trial." Fed. R. Civ. P. 56(e). A disputed issue of material fact alone is insufficient to deny a motion for summary judgment, the disputed issue must be "material to the outcome of the litigation," Knight v. U.S. Fire Ins. Co., 804 F.2d 9, 11 (2d Cir. 1986), and must be backed by evidence that would allow "a rational trier of fact to find for the non-moving party." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). In ruling on a summary judgment motion, the Court resolves all ambiguities and draws all inferences against the moving party. United States v. Diebold, Inc., 369 U.S. 654, 655 (1962) (per curiam); Donahue v. Windsor Locks 13d. of Fire Comm'rs, 834 F.2d 54, 57 (2d Cir. 1987).


I. Breach of Contract Claim

Under New York law, a breach of contract cause of action requires that the moving party demonstrate: 1) a contract, 2) performance by one party, 3) breach by another party, and 4) damages. First Investors Corp. v. Liberty Mut. Ins. Co.. 152 F.3d 162, 168 (2d Cir. 1998). Plaintiff has failed to establish that a valid contract exists here.

The Plaintiff contends that the March 20. 2000 offer letter constitutes an express contract that guaranteed him minimum compensation plus a lump sum incentive payment during his entire employment with First Tennessee. I disagree. It is undisputed that the Plaintiff was an at-will-employee, and therefore, could be fired at any time, for any reason. Lobosco v. N.Y. Tel. Co./NYNEX 96 N.Y.2d 312, 316 (N.Y. 2001). His employment contract. signed by him, provides, in pertinent part, that:

Notwithstanding any other statement to the contrary, whether written or verbal, 1 understand and agree that, if hired, my employment is for no definite period of time and, regardless of the date or frequency of payment of my wages or salary, may be terminated at any time, with or without ...

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