TED STEWART, District Judge.
This matter is before the Court on Defendant The Hertz Corporation's ("Hertz"
Summary judgment is appropriate "if the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to a judgment as a matter of law."
Defendant Hertz is a car rental company headquartered in New Jersey with rental locations throughout the world. Plaintiff Michael Sell ("Sell" or "Plaintiff") was employed by Hertz in Utah for a two year period, from January 8, 2007, to January 15, 2009. Plaintiff was initially hired as a Manager Trainee at Hertz's Draper, Utah rental location (the "Draper Location"). Plaintiff was promoted to Manager Assistant, then to Assistant Manager, and, in December 2007, to Location Manager.
As Location Manager, Plaintiff's duties and responsibilities included the overall management of the Draper location, including oversight of car rentals and returns and supervision of an assistant manager. In July 2008, Plaintiff was offered the position of Location Manager at Hertz's West Valley, Utah location. Plaintiff accepted the transfer and was employed at West Valley until his termination as part of a company wide reduction in force.
Plaintiff's employment at Hertz was at-will, and either party had the right to terminate the employment relationship with or without cause at any time.
This action relates to Plaintiff's compensation while employed as Location Manager at the Draper Location during the first and second quarters of 2008. As Location Manager, Plaintiff was paid a salary and was also eligible for quarterly bonus awards under the Hertz Off-Airport Bonus Plan (the "Bonus Plan").
Under the Bonus Plan, a Location Manager could receive an award based on the quarterly revenue, profit margin, and/or adjusted pretax profit generated at his or her location.
Among other things, the Bonus Plan stated:
In addition, the Bonus Plan states that extraordinary items defined as "windfalls" "may be excluded in whole or in part from the computation of awards" and that the "[f]inal determination of the impact of windfalls on bonus computations shall be at the discretion of [Hertz]."
There is an issue of fact as to when Plaintiff received a copy of the Bonus Plan. Defendant states that Plaintiff received a copy of the 2007 Bonus Plan in December 2007
On March 5, 2008, Plaintiff's supervisor sent Plaintiff an email with "Appendix I" to the 2008 Bonus Plan as an attachment.
During the first and second quarters of 2008, the rental revenue of the Draper Location was temporarily (but significantly) increased when a long-time Hertz client, Micron Technology, Inc. ("Micron"), sent a large number of overseas employees to receive training in Lehi, Utah. The Micron rentals boosted the gross revenue of the Draper Location by approximately 63%, or $196,000, in the first quarter of 2008 and by approximately 59%, or $149,000, in the second quarter. Plaintiff states that this required him to work longer hours, including weekends, to service the Micron account.
Defendant alleges that Plaintiff's supervisors met with him and warned him that
Hertz did categorize the Draper Location Micron revenue as a "windfall" in both the first and second quarters of 2008 and excluded it from the calculation of bonuses under the Bonus Plan. Notwithstanding its exclusion of the Micron revenue, Hertz paid Plaintiff discretionary bonuses of $4,628 for the first quarter of 2008 and $7,427 for the second quarter, based on the non-Micron revenue generated at the Draper location.
Plaintiff's supervisor informed Plaintiff of the Micron windfall determination in May 2008, when Plaintiff received his first quarter bonus check. At Plaintiff's request, his supervisor pressed Hertz to reconsider the windfall determination. Hertz did agree to reconsider. Hertz agreed to pay Plaintiff a bonus of $10 for each Micron rental at the Draper Location. As a result, Plaintiff was paid an additional bonus of $3,080 for the first quarter and $1,660 for the second quarter. In total, Plaintiff received bonuses under the 2008 Bonus Plan of $7,708 for the first quarter and $9,087 for the second quarter.
Plaintiff's Amended Complaint states the following causes of action: (1) breach of contract; (2) breach of the implied covenant of good faith and fair dealing; (3) Utah labor code wage claim; (4) Utah labor code attorneys' fees; and (5) promissory estoppel.
Plaintiff asserts that the email of March 5, 2008, with the attached "Appendix I" was an implied contract guaranteeing him a bonus from his location's revenue of early 2008.
Utah law provides that "when an employee handbook contains a clear and conspicuous disclaimer of contractual liability, any other agreement must be construed in light of the disclaimer."
For an implied-in-fact contract to exist, it must meet the requirements for an offer of a unilateral contract: (1) "[t]here must be a manifestation of the employer's intent that is communicated to the employee"; (2) that communication must be "sufficiently definite to operate as a contractual provision"; and (3) "the manifestation of the employer's intent must be of such a nature that the employee can reasonably believe" that the offer is a contract modification.
The existence of an implied contract is normally a question of fact which turns on the objective manifestations of the parties' intent and is, therefore, primarily a jury question.
In viewing the evidence in the light most favorable to Plaintiff, the Court finds that there is insufficient evidence from which a reasonable jury could find the existence of an implied contract. As stated above, the disclaimer in this case provides "that no express or implied promise or guarantee with regard to the duration or terms on an employee's employment, wages or benefits [i]s binding upon the Company unless made in writing, signed by an authorized representative or management, and clearly and specifically identified as a contract of agreement."
Plaintiff was provided a copy of Appendix I and the bonus calculator in March 2008.
Further, the fact that Appendix I is labeled as an "Appendix" suggests that there is more to the document. Plaintiff recognized this when he responded to his supervisor: "There must be something that mentions the terms, including windfalls and anything else that I need to know. The sheet you just sent only tells how to calculate a bonus."
Finally, Appendix I and the bonus calculator do not meet the requirements of the disclaimer, in that it was not signed by an authorized representative of management and is not identified as a contract or agreement. Plaintiff acknowledged this in his deposition,
Plaintiff also relies upon the fact that it was his supervisor who provided him with Appendix I and the bonus calculator, and that she expressed excitement about the February and March numbers.
Plaintiff also argues that Defendant must "adhere to the Bonus Plan as written."
Plaintiff also brings a claim for the payment of wages pursuant under the Utah Payment of Wages Act ("UPWA"). This Court has previously held that there is no private right of action under the UPWA.
To state a claim for promissory estoppel, Plaintiff must prove four elements:
Here, for substantially the same reasons stated above in relation to his breach of contract claim, Plaintiff cannot show reasonable reliance. Therefore, Defendant is entitled to summary judgment on this claim.
It is therefore
ORDERED that Defendant's Motion for Summary Judgment (Docket No. 31) is GRANTED. The Clerk of the Court is directed to enter judgment in favor of Defendant and against Plaintiff on all claims. The hearing set for October 29, 2010, as well as the final pretrial conference and trial dates, are STRICKEN.