Fiorello v. Hewlett-Packard
This text of 2003 DNH 195 (Fiorello v. Hewlett-Packard) is published on Counsel Stack Legal Research, covering District Court, D. New Hampshire primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
Opinion
Fiorello v . Hewlett-Packard CV-03-282-M 11/14/03 UNITED STATES DISTRICT COURT
DISTRICT OF NEW HAMPSHIRE
Michael Fiorello, Plaintiff
v. Civil N o . 03-282-M Opinion N o . 2003 DNH 195 Hewlett-Packard Company d/b/a Hewlett-Packard Company, Inc., Defendant
O R D E R
Michael Fiorello, a Hewlett-Packard Company sales
representative, is suing for breach of contract. The case was
removed from the New Hampshire Superior Court. Before the court
is defendant’s motion to dismiss (document n o . 5 ) . Plaintiff
objects. For the reasons given below, defendant’s motion to
dismiss is denied.
The Legal Standard
A motion to dismiss for “failure to state a claim upon which
relief can be granted,” F E D . R . C I V . P . 12(b)(6), requires the
court to conduct a limited inquiry, focusing not on “whether a
plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims.” Scheuer v .
Rhodes, 416 U . S . 2 3 2 , 236 (1974). When considering a motion to
dismiss under F E D . R . C I V . P . 12(b)(6), the court must “accept as
true all well-pleaded allegations and give plaintiffs the benefit
of all reasonable inferences.” Cooperman v . Individual, Inc.,
171 F.3d 4 3 , 46 (1st Cir. 1999) (citing Gross v . Summa Four,
Inc., 93 F.3d 9 8 7 , 991 (1st Cir. 1996)). “Dismissal under
Fed.R.Civ.P. 12(b)(6) is only appropriate if the complaint, so
viewed, presents no set of facts justifying recovery.”
Cooperman, 171 F.3d at 46 (citing Dartmouth Review v . Dartmouth
Coll., 889 F.2d 1 3 , 16 (1st Cir. 1989)).
Background
The facts of this case, taken from plaintiff’s complaint and
presumed to be true, are as follows.
At all times relevant to this matter, plaintiff was employed
by Hewlett-Packard as an inside sales representative. On May 1 6 ,
2000, plaintiff was told by another sales representative that on
May 1 8 , the company was going to hold a drawing for a “bonus
award” of $100,000, and that the drawing was open to all sales
2 representatives who had achieved 150 percent or more of their
sales goals. Plaintiff had no prior notice of the drawing from
the company, and never saw the rules governing the drawing until
approximately one week after it was conducted. Because plaintiff
had achieved more than 150 percent of his sales goal, he
qualified for the drawing.
On May 1 8 , two days after he learned about the drawing from
his co-worker, plaintiff signed into a teleconference to listen
to the drawing. Before the drawing, a management representative
said that all sales representatives who had achieved at least 150
percent of their sales goals were eligible to win a $100,000
bonus award. Then the management representative announced that
plaintiff was the winner of the sales bonus, and instructed him
to join the teleconference. Plaintiff did s o , by dialing *1 on
his telephone, and thanked the company for the bonus.
Within several hours of the teleconference, plaintiff
checked his voice mail and learned that he had a message from
Hewlett-Packard’s Regional Director of Sales for the Northeast,
who congratulated him on winning the bonus. Plaintiff received a
3 similar message from a Hewlett-Packard District Manager. That
same evening, plaintiff received a third voice mail message from
Hewlett-Packard’s Specialty Sales Server, Drew Caola, who
informed him that the rules for the award drawing had not been
made clear during the teleconference, that plaintiff had not won
the $100,000 personally, and that the award was to be split among
his full sales team, based upon the team’s sales commission
formula. Based upon that formula, plaintiff was told that his
share was three percent, or $3,000. Plaintiff was then told that
the rules for the drawing were available on a web site, and that
he could direct any further questions to Hewlett-Packard’s
General Manager, Joseph Cinque.
Plaintiff checked the web site on May 1 9 , but was unable to
find any rules. On May 2 0 , he received a message from Cinque,
who was returning plaintiff’s telephone call. Cinque’s message
informed plaintiff that his winnings would be paid by check, in
late June. Cinque also indicated that he (Cinque) would have to
check the rules for the drawing, and in particular the rules
about “teaming,” to make sure that the award was disbursed in
accordance with those rules.
4 On May 2 5 , Caola sent plaintiff a copy of the rules. On
June 1 , plaintiff’s sales team was informed by Hewlett-Packard
management that they were to share the $100,000 bonus. On June
1 5 , plaintiff was paid $10,000, rather than $3,000. However,
management failed to pay two members of plaintiff’s sales team
the amounts to which they would have been entitled under the
team’s sales commission formula.
After he was paid $10,000, plaintiff made demand for an
additional $90,000. When defendant failed to comply, plaintiff
filed this suit, asserting a claim for breach of contract.
Discussion
Defendant moves to dismiss, arguing that plaintiff’s
complaint fails to allege facts sufficient to establish any of
the four essential elements of a bilateral contract: offer,
acceptance, consideration, and a meeting of the minds. Plaintiff
meets defendant on defendant’s own ground, arguing that he has
indeed pled facts which, if proven, would establish all four
elements. Both parties appear to miss the mark by framing the
issue in terms of bilateral contract principles.
5 This case stands at the intersection of two distinct lines
of unilateral contract cases. One line deals with contests.
See, e.g., Barnes v . McDonald’s Corp., 72 F. Supp. 2d 1038, 1042
(E.D. Ark. 1999) (quoting Johnson v . BP Oil Co., 602 So.2d 885,
888 (Ala. 1992) (“We adopt the rule that running a promotional
contest is in the nature of an offer and that an enforceable
contract is formed when the party accepts that offer and provides
consideration by entering the contest and complying with all the
terms of the offer.”). The second line of cases pertains to
offers of compensation bonuses to at-will employees. See, e.g.,
Kaplan v . Aspen Knolls Corp., ___ F. Supp. 2d ___, ___, 2003 WL
22533497 (E.D.N.Y. 2003) (“continued service by an at-will
employee is sufficient consideration to support an employer’s
promise to pay an at-will employee a bonus”) (citing Levy v .
Lucent Techs. Inc., N o . 01 Civ. 2936(MBM), 2003 WL 118500, at * 9 -
10 (S.D.N.Y. Jan. 1 4 , 2003).
Here, limiting consideration to the complaint only, it would
appear that defendant promised to give a certain group of at-will
employees a compensation bonus in the form of the right to
participate in a drawing for a cash award. Because neither party
6 has yet framed the issues in those terms, i.e., the terms of
unilateral contracting, and because it is not apparent that the
facts alleged by plaintiff could not support a cause of action
for breach of a unilateral contract, defendant’s motion to
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