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Ghrist v. Atos It Solutions And Services, Inc.

United States District Court, S.D. Indiana, Indianapolis Division

November 28, 2018



          Hon. William T. Lawrence, Senior Judge

         This cause is before the Court on the motions for summary judgment filed by Plaintiff Michael E. Ghrist (Dkt. No. 41) and Defendant ATOS IT Solutions and Services, Inc. (“ATOS”) (Dkt. No. 52). The motions are fully briefed and the Court, being duly advised, DENIES the Plaintiff's motion and GRANTS the Defendant's motion for the reasons set forth below.


         Federal Rule of Civil Procedure 56(a) provides that summary judgment is appropriate “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” In ruling on a motion for summary judgment, the admissible evidence presented by the non-moving party must be believed, and all reasonable inferences must be drawn in the non-movant's favor. Zerante v. DeLuca, 555 F.3d 582, 584 (7th Cir. 2009) (“We view the record in the light most favorable to the nonmoving party and draw all reasonable inferences in that party's favor.”). However, a party who bears the burden of proof on a particular issue may not rest on its pleadings, but must show what evidence it has that there is a genuine issue of material fact that requires trial. Johnson v. Cambridge Indus., Inc., 325 F.3d 892, 901 (7th Cir. 2003). Finally, the non-moving party bears the burden of specifically identifying the relevant evidence of record, and “the court is not required to scour the record in search of evidence to defeat a motion for summary judgment.” Ritchie v. Glidden Co., 242 F.3d 713, 723 (7th Cir. 2001).

         Furthermore, when the Court reviews cross-motions for summary judgment, as is the case here, “we construe all inferences in favor of the party against whom the motion under consideration is made.” Speciale v. Blue Cross & Blue Shield Ass'n, 538 F.3d 615, 621 (7th Cir. 2008) (quotation omitted). “‘[W]e look to the burden of proof that each party would bear on an issue of trial.'” Diaz v. Prudential Ins. Co. of Am., 499 F.3d 640, 643 (7th Cir. 2007) (quoting Santaella v. Metro. Life Ins. Co., 123 F.3d 456, 461 (7th Cir. 1997)).


         The Plaintiff was an employee of the Defendant and its corporate predecessors for over twenty-five years. The Plaintiff voluntarily left his position with the Defendant in February 2017. During his employment with the Defendant, the Plaintiff worked in various sales capacities under various commission plans pursuant to which the Defendant compensated the Plaintiff according to a variety of payment arrangements, including base compensation and commissions. In April 2016, the Defendant issued the Plaintiff a Sales Executive Compensation and Commission Plan (the “2016 Sales Plan”). The Plaintiff signed an acknowledgment of receipt of the 2016 Sales Plan on April 14, 2016.

         The Defendant assigned the Plaintiff a 2016 sales quota of $50, 000, 000.00, and he was paid a base salary of $180, 425.16 that year. Beginning in February 2016, the Plaintiff worked on a combined deal with Ashland and Valvoline (the “Deal”) as a Sales Lead. The Deal closed on October 31, 2016, and was valued at $103, 787, 676.00.

         Under the 2016 Sales Plan, commissions were to be paid at set rates assuming a certain profit margin was surpassed, subject to a twenty-five percent holdback provision. The Deal surpassed the requisite profit margins, and on January 20, 2017, the Defendant paid the Plaintiff a commission of $131, 250.00. The Defendant also paid Michael Kollar, the Defendant's Chief Digital Officer, $125, 000.00 for his work on the Deal. The Plaintiff resigned on February 10, 2017. The Plaintiff now brings claims for breach of contract, unjust enrichment, and violation of the Indiana Wage Payment Statute, Indiana Code § 22-2-5, arguing that he is owed an additional $238, 927.81 in commission under the 2016 Sales Plan.


         A. Breach of Contract

          “The essential elements of a breach of contract action are the existence of a contract, the defendant's breach thereof, and damages.” Rice v. Hulsey, 829 N.E.2d 87, 89 (Ind.Ct.App. 2005). The Defendant argues that it is entitled to summary judgment on this claim because (1) the 2016 Sales Plan is not a contract and (2) even if the Court were to consider it a contract, it has not been breached.

         A contract requires “offer, acceptance, consideration, and a meeting of the minds of the contracting parties.” Mueller v. Karns, 873 N.E.2d 652, 657 (Ind.Ct.App. 2007). The Defendant argues that the 2016 Sales Plan is not a contract because the acknowledgment form that the Plaintiff signed explicitly states as much. In full, it reads:

I understand information contained in this Plan and written or other verbal information relating to the Plan, does not constitute an implied or express contract or binding agreement between [the Defendant] and an employee and [the Defendant] reserves the right at its sole discretion to change, modify, vary from with regard to some or all ...

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