Buchele v. Pinehurst Surgical Clinic, P.A.

341 S.E.2d 772, 80 N.C. App. 256, 1986 N.C. App. LEXIS 2169
CourtCourt of Appeals of North Carolina
DecidedApril 15, 1986
Docket8520SC620
StatusPublished
Cited by5 cases

This text of 341 S.E.2d 772 (Buchele v. Pinehurst Surgical Clinic, P.A.) is published on Counsel Stack Legal Research, covering Court of Appeals of North Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Buchele v. Pinehurst Surgical Clinic, P.A., 341 S.E.2d 772, 80 N.C. App. 256, 1986 N.C. App. LEXIS 2169 (N.C. Ct. App. 1986).

Opinions

BECTON, Judge.

In this contract dispute, the plaintiff, Barry K. Buchele, M.D., brought an action against his former employer, Pinehurst Surgical Clinic, P.A. (Pinehurst), claiming that he was entitled to a share of profits and retained earnings under his employment contract. After a non-jury trial, the trial court entered judgment for the defendant, and Dr. Buchele appeals.

[257]*257I

Dr. Buchele is licensed to practice medicine in North Carolina and specializes in obstetrics and gynecology. Dr. Buchele began working for Pinehurst on 20 August 1979 without a written contract. He received a copy of his contract approximately eight months later, but he did not sign it until 17 March 1981. This contract was similar to a sample contract that was shown to Dr. Buchele before he began working for Pinehurst.

As part of his employment compensation, Dr. Buchele participated in his department’s profit-sharing plan. Each of Pinehurst’s several departments accounted for and shared its own profits according to a plan approved by the Pinehurst Board of Directors. In Dr. Buchele’s department, any profits distributed as bonuses were to be shared equally among those doctors who had shown a profit during the period of time covered by the bonus. His contract also provided that in the beginning of his second year at Pinehurst, Dr. Buchele would purchase one share of stock in Pine-hurst.

On 8 April 1981, at a Board of Directors meeting, Dr. Buchele formally was asked to resign or to have his employment terminated by Pinehurst. In order to assist Dr. Buchele in accomplishing the requirements for certification in his specialty, the Board of Directors consented to making Dr. Buchele’s resignation effective as of 20 August 1981. The Board accepted the resignation on 8 April 1981 with “all due rights of his contract” recognized up through 20 August 1981.

Also on 8 April 1981, apparently prior to the meeting of the Board of Directors, Pinehurst’s Director of Administration sent a letter to Dr. Buchele stating that the Obstetrics and Gynecology Department accepted his resignation effective 20 August 1981, and that he would share in his department’s subsequent bonus distribution if his financial status in the department were profitable. Although a bonus was distributed to Dr. Buchele’s department, and Dr. Buchele’s financial status was profitable during the relevant period of time, he never received any share of this bonus distribution under his department’s plan. The other three doctors in his department divided the profits equally among themselves.

[258]*258In May 1981, the Board of Directors voted to distribute retained earnings to shareholders of record. Dr. Buchele had never purchased the share of stock referred to in his employment contract, but he was listed in a memo as being entitled to receive a share, of retained earnings equal to $3,046.00. He did not receive any of the retained earnings, which were distributed in September 1981.

In June 1981, Dr. Buchele requested information regarding benefits owed to him. He received a letter from the Department of Obstetrics and Gynecology and the Board of Directors dated 22 June 1981 delineating the benefits he was to receive. The letter did not mention bonuses, profits or retained earnings. Subsequently, Dr. Buchele was told orally that he would receive no bonus. He continued working and accepting his salary until 20 August 1981.

After receiving evidence and hearing arguments in a nonjury trial, the trial court made the following critical findings of fact, among others:

That paragraph 11 of the contract provided, in essence, that bonuses may be paid by the Corporation pursuant to a bonus plan regularly adopted by the Board of Directors. That the payment of bonuses was discretionary with the Board of Directors.
That in May of 1981, the Board of Directors of the Defendant Corporation voted to distribute the retained earnings of the Defendant to shareholders of record. That even though there was a memo distributed showing that the Plaintiff could receive $3,046.06 in retained earnings, the Plaintiff did not receive retained earnings as he was not a shareholder of the Defendant. That no other nonshareholder physician-employee received retained earnings.

The Court concluded as a matter of law:

That pursuant to the terms of the written contract dated March 17, 1981 the distribution of bonuses was discretionary with the Defendant Corporation.
[259]*259That the Plaintiff was not a shareholder in the Defendant Corporation at the time that the retained earnings of the corporation were distributed and thus was not entitled to the retained earnings distribution.

Dr. Buchele contends on appeal that the trial court erred (1) in finding facts not supported by the evidence and (2) in failing to find facts as proposed by plaintiff.

II

Dr. Buchele apparently concedes that the Pinehurst Board of Directors had the discretion either to pay bonuses or not to pay bonuses. The language in the contract, “[f]irst party may pay bonuses,” compels such a conclusion. Nonetheless, Dr. Buchele asserts, and we agree, that the issue in this case is whether, once the Board decided to pay bonuses to Dr. Buchele’s department, it was obligated to distribute the bonuses according to the plan already adopted and approved by the Board for the department in which Dr. Buchele worked.

The contract signed by Dr. Buchele included the following paragraphs:

Subject to his due performance of his responsibilities hereunder and his observance of all the requirements herein set forth, second party [Dr. Buchele] shall enjoy all the benefits provided by first party [Pinehurst] for its professional employees, including participation in any profit sharing . . . plans.
First party may pay bonuses to second party pursuant to a regularly adopted bonus plan of the department of which he is a member and which is approved by the Board of Directors of first party.

An internal Pinehurst memorandum entitled “PINEHURST Surgical Clinic, P.A. Bonus Distribution Plan” provided, in part, “. . . the following bonus distribution plans, which have been submitted by the departments, are adopted to provide motivation and financial reward to those employees who have participated in helping the department reach corporate goals.” [260]*260Specific plans for some of the departments provided for distribution of bonuses “in relationship to the productivity of the individual employee to the total productivity of his department.” This was the plan for Class I employees (medical doctors) in the Urology, General Surgery, Plastic & Reconstructive Surgery, and Thoracic and Cardiovascular Surgery departments. The plan for Dr. Buchele’s department, Obstetrics and Gynecology, provided: “The bonus will be distributed equally among the Class I employees of the department.” The same language was adopted for the Orthopaedic Department and the Ear, Nose, Throat and Max-illofacial Surgery Department. A separate memorandum shown to Dr. Buchele at his employment interview with Pinehurst stated that his first year salary would be $45,000 plus moving expenses and that if he created a profit, he would “share equally in the Department’s profit.”

Pinehurst argues that the Board had given bonuses to Dr.

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Buchele v. Pinehurst Surgical Clinic, P.A.
341 S.E.2d 772 (Court of Appeals of North Carolina, 1986)

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Bluebook (online)
341 S.E.2d 772, 80 N.C. App. 256, 1986 N.C. App. LEXIS 2169, Counsel Stack Legal Research, https://law.counselstack.com/opinion/buchele-v-pinehurst-surgical-clinic-pa-ncctapp-1986.