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Court Rejects Sales Commission Claim

Defendant software company, whose senior account manager landed a $11.1 million government contract, wins summary judgment in the account manager’s breach of contract suit alleging he was entitled to be paid a commission on the contract as a three-year deal, as opposed to a one-year deal; plaintiff has failed to raise a genuine issue of material fact, says the Alexandria U.S. District Court.

Plaintiff David Wood worked on a licensing agreement between Symantec and Carahsoft Technology Corporation that allowed the U.S. Army to buy Symantec products. The contract, executed in 2009, called for $11.1 million payable to Symantec during the base year.

Wood alleges Symantec breached the FY 2009 Program Guide, which governed Woods’ compensation, by failing to pay him the commissions he was owed on the Carahsoft contract. Wood contends there are genuine issues of material fact concerning whether the Carahsoft contract was a nonstandard transaction and whether his supervisor Jim Russell made a binding promise after the contract was closed to pay Wood commission based on the three-year value of the contract.

Even assuming the Carahsoft contract did contain nonstandard terms as Wood contends, he fails to advance a coherent reading of the contract that would suggest that Symantec was thereby required to pay him in a nonstandard or off-plan manner.

Nor can Wood demonstrate that the Carahsoft contract qualifies as an “installment transaction.” Wood cannot by incantation turn a one-year contractual commitment into a three-year installment transaction contrary to the plain terms of the contract. Even if the payment for the base year were due in multiple installments, Wood produces no evidence that he would consequently be entitled to nonstandard commissions.

The FY 2009 Program Guide contains no terms requiring Symantec to pay commissions off-plan solely because a transaction is in some way nonstandard. In essence, Wood seeks to introduce terms into the FY 2009 Program Guide that simply are not there. Wood’s argument that the Carahsoft contract was a nonstandard transaction fails to raise a genuine issue of material fact.

Further, the record indicates Russell was exploring alternative ways of paying the sales team. Even if Russell had made a promise to pay Wood on the three-year value of the deal, the record indicates he lacked the authority to do so. The record also reflects that Russell’s superiors consistently refused to pay Wood’s commissions off-plan.

Summary judgment is also appropriate for defendant on Wood’s claim of breach of the covenant of good faith and fair dealing, as the evidence demonstrates Symantec acted in accordance with its contractual obligations.

Wood v. Symantec Corp. (Cacheris) No. 1:11cv827, USDC at Alexandria, Va. VLW 012-3-050, 21 pp.

VLW 012-3-050

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