HUDSON, Justice.
We are presented here with a claim that commissions earned under an employment agreement are governed by statutory penalty provisions and those penalties may not be offset against other damages. Stated otherwise: May an "offsetting liability" owed to the employer be considered when determining whether an employee "recovers" a greater sum of wages than the employer tendered in good faith, for the purpose of deciding whether a penalty may be imposed on the employer under Minn. Stat. § 181.14 (2014)? The court of appeals held that no offset was permissible. We affirm the court of appeals.
Toyota-Lift of Minnesota, Inc. (TLM) commenced this lawsuit on April 30, 2012.
The district court found that TLM owed additional commissions to Juelich and Thoemke totaling approximately $191,000,
In a published opinion, the court of appeals reversed and determined that TLM was liable for statutory penalties under Minn.Stat. § 181.14. The court of appeals reasoned that the purpose of the penalties statute is to protect employees from employers who improperly withhold wages and commissions. The court of appeals framed the issue, which it recognized as one of first impression, as "whether the statutory phrase `recovers a greater sum than the amount [ ] tendered [in good faith]' can incorporate judgment amounts resulting from claims that are unrelated to the disputed wages or commissions." Toyota-Lift of Minn., Inc. v. Am. Warehouse Sys., LLC., 868 N.W.2d 689, 701 (Minn. App.2015). The court of appeals answered that question in the negative and interpreted section 181.14 as forbidding consideration of any offsetting liabilities in determining what an employee "recovers" from the employer. Id. at 702. We granted review limited to that question.
Les Nielsen is the founder and president of TLM, a North Dakota corporation. TLM's allied-products division inventoried and sold products such as warehouse racking, industrial shelving, and mezzanine systems used in warehouses (so-called "allied products"). Juelich and Thoemke began working for TLM in November 2003. While working for TLM, Juelich created the brand name "American Warehouse Systems." As a manager at TLM, Juelich was compensated in part by salary and in part by commission on his sales of allied products. Thoemke's compensation as an employee was solely based on commission. In 2009, Nielsen established a commission schedule for Juelich and Thoemke that compensated them at a commission rate of 30%, subject to the following possible adjustments. If at the end of the fiscal year, the net profitability of the allied-products division was at least 2% of its gross sales, Juelich and Thoemke would each receive a 40% rate of commission. Further, if at the end of the fiscal year, the net profitability of the allied-products division was at least
After TLM's 2009 fiscal year ended, a preliminary profit-and-loss report showed a net operating profit of 5% for the allied-products division. In July or August 2010, however, Nielsen indicated that Juelich and Thoemke would not receive any additional 2009 commissions because the preliminary profit-and-loss statement did not reflect several year-end adjustments. The final profit-and-loss statement, published in November 2010, showed the allied-products division having a net operating profit of only 1.5%.
On April 1, 2011, Juelich and Nielson finalized an asset purchase agreement in which a new entity, AWS, would purchase the assets of TLM's allied-products division. Juelich and Nielson agreed that if either party received a payment that should have been directed to the other party after the closing, the receiving party would forward such payment to the other as soon as possible. The parties also agreed that any amount owed by one party could be offset by amounts owed by the other party.
In April 2012, TLM filed a complaint against AWS and Juelich. The complaint alleged breach of contract, conversion, and unjust enrichment, all on the theory that AWS retained payments that should have been remitted to TLM. AWS and Juelich denied the allegations, maintaining that they acted within the scope of their rights under the APA. AWS and Juelich made several counterclaims, including breach of contract, a request for an accounting of 2009 commission payments, and requests for injunctive relief. At the root of their claims for commissions was the theory that an accurate 2009 profit-and-loss statement would have showed they were entitled to receive commissions at a higher rate. Thoemke and EMESCO, LLC (the entity wholly owned by Juelich and Thoemke through which they hold their interest in AWS) later joined the litigation.
Following a bench trial and post-trial motions, the district court entered judgment in favor of TLM on its breach of contract claims in the amount of $815,000. The district court also entered judgment in favor of Juelich, Thoemke, and EMESCO on their unpaid commission claims in the amount of approximately $191,000, later reduced in a post-trial motion. The district court denied the claim for statutory penalties for the late payment of commissions under Minn.Stat. § 181.14. The court of appeals affirmed, except as to the statutory penalties owed for late payment of commissions. Toyota-Lift, 868 N.W.2d at 702. On that issue, it reversed and remanded for further proceedings. Id. We granted TLM's petition for review with respect to the proper interpretation of the wage penalty provision in Minn.Stat. § 181.14.
This case requires us to interpret Minn.Stat. § 181.14. Statutory interpretation is a question of law that we review de novo. Caldas v. Affordable Granite & Stone, Inc., 820 N.W.2d 826, 836 (Minn. 2012) (citing Engquist v. Loyas, 803 N.W.2d 400, 403 (Minn.2011)). The goal of all statutory interpretation is to "ascertain and effectuate the intention of the legislature." Minn.Stat. § 645.16 (2014). If the language of a statute is clear and free from ambiguity, the court's role is to apply the language of the statute and not explore the spirit or purpose of the law. Id. A statute is unambiguous if it is susceptible to only one reasonable interpretation. Marks v. Comm'r of Revenue, 875 N.W.2d 321, 324 (Minn.2016).
Under Minn.Stat. § 181.14, subd. 1, an employer is required to pay wages or commissions
Id. But the statute provides a so-called "safe harbor" in the event that the amount due is disputed:
Id., subd. 3 (emphasis added).
This "safe harbor" provision precludes the imposition of penalties when the employer "tenders a good faith portion of the amounts due and owing and the employee does not recover a greater sum." Cousineau v. Norstan, Inc., 322 F.3d 493, 499 (8th Cir.2003). Stated otherwise, the employer escapes liability for penalties only if the employee "recovers" less than the amount tendered by the employer.
The court of appeals observed that "Minn.Stat. § 181.14 does not define the phrase [recovers a greater sum than the amount tendered in good faith] or explain how to calculate the sum recovered." Toyota-Lift, 868 N.W.2d at 701. The court of appeals determined that no Minnesota cases have "clarified this interpretive issue" and as a result, deemed the statute "ambiguous as to whether the calculation of the sum recovered can include amounts recovered or owed on claims unrelated to unpaid wages or commissions." Id. The court eventually concluded that in determining whether penalties are available, "a court should compare only (1) the amount the employer tendered in good faith, and (2) the amount of wages and commissions the court found that an employee was actually due pursuant to a claim under Minn. Stat. § 181.14, subd. 1. If the amount due is greater than the amount tendered, then the employer remains liable for penalties under Minn.Stat. § 181.14, subd. 2." Toyota-Lift, 868 N.W.2d at 702. Although we agree with the court of appeals' holding and disposition, we disagree with the court's reasoning because, when the relevant provisions are read in context, their meaning is plain.
In interpreting a statute, "we are to construe words and phrases according to their plain and ordinary meaning." Am. Family Ins. Grp. v. Schroedl, 616 N.W.2d 273, 277 (Minn.2000). In addition, we must "read and construe a statute as a whole and ... interpret each section in light of the surrounding sections to avoid conflicting interpretations." Id. Section 181.14 is part of the Payment of Wages
In order to interpret subdivision 3 in context, we read the statutory text, "in an action brought in a court having jurisdiction, the employee recovers a greater sum than the amount so tendered with interest thereon," see id., to refer to a recovery resulting from the cause of action arising out of a wage claim dispute. Because the statute uses the phrase "the employee recovers a greater sum" together with "an action brought in a court having jurisdiction," and because such an action is brought under the Payment of Wages Act, we conclude that the "recover[y]" the statute references is the employee's recovery on the wage claim.
TLM essentially argues that it would be unjust to prohibit an employer from offsetting liabilities owed to it by the employee. But the statute is silent as to whether a court can offset an employer's
Affirmed.
CHUTICH, J., not having been a member of this court at the time of submission, took no part in the consideration or decision of this case.
McKEIG, J., not having been a member of this court at the time of submission, took no part in the consideration or decision of this case.