Hudson v. Insteel Industries, Inc.

5 F. App'x 378
CourtCourt of Appeals for the Sixth Circuit
DecidedFebruary 23, 2001
DocketNo. 99-6217
StatusPublished
Cited by5 cases

This text of 5 F. App'x 378 (Hudson v. Insteel Industries, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hudson v. Insteel Industries, Inc., 5 F. App'x 378 (6th Cir. 2001).

Opinion

OPINION

R. GUY COLE, JR., Circuit Judge.

Defendants-Appellants Insteel Industries, Inc. (“Insteel”); Insteel Wire Products Company; and H.O. Woltz, III (collectively referred to herein as “Defendants”), appeal the jury verdict for Plaintiff-Appellee John Hudson (“Hudson”) in this action for age discrimination in employment and promissory fraud. Defendants assign error to: (1) the district court’s refusal to grant Defendants’ motion, pursuant to FED. R. CIV. P. 50, for judgment as a matter of law, or, in the alternative, a new trial, [380]*380with respect to Hudson’s age discrimination claim; (2) the district court’s refusal to grant Defendants’ motion, pursuant to FED. R. CIV. P. 50, for judgment as a matter of law, or, in the alternative, a new trial, with respect to Hudson’s promissory fraud claim; and (3) the district court’s refusal to grant Defendants’ motion, pursuant to FED. R. CIV. P. 59, to amend the judgment, with respect to the jury’s $301,500 award to Hudson on his promissory fraud claim, which award Defendants argue was duplicative and excessive. For the reasons that follow, we AFFIRM the order of the district court in its entirety.

I. BACKGROUND1

Insteel Industries, Inc. is a manufacturer of various wire products. Its subsidiary, Insteel Wire Products Company, operates two adjacent manufacturing facilities located in Gallatin, Tennessee: the Tennessee Wire Plant and the PC Strand Plant. In 1992, Hudson, then 48 years old, began negotiations with Insteel’s president and chief executive officer, H.O. Woltz, III, to use his business plan for construction of a plant. Some months later, in August 1992, Insteel decided to use Hudson’s plan for construction of a PC strand plant in Gallatin, Tennessee.

A. Pre-Employment Negotiations

Woltz offered Hudson a position with Insteel as general manager, responsible for the development of Insteel’s PC strand operation, which Hudson agreed to accept if Insteel provided him with an ownership interest in the venture. By letter dated July 6, 1992, Woltz offered Hudson an “employment arrangement,” part of which included an “equity participation” plan. Hudson rejected Insteel’s initial proposal for various reasons, principally because In-steel refused to offer him employment for a term of seven years. Hudson believed that a minimum of five years was necessary for the plant to generate significant profits.

By letter dated September 9, 1992, Woltz provided Hudson with information concerning Hudson’s potential employment with Insteel. Hudson claims that the letter was merely another proposal with terms to be accepted or rejected by Hudson; Woltz contends that the letter memorialized the terms agreed upon at a September 4, 1992, meeting. Hudson alleges that he accepted Insteel’s offer to hire him to implement the PC strand plan in exchange for: (1) a term of seven years’ employment, (2) 5% of the profits for seven years, and (3) a position as the general manager of the PC Strand Plant. Insteel denies that any such agreement v/as ever reached.2

B. Employment Relationship

Hudson began work with Insteel on September 28, 1992. When he requested the written employment contract reflecting the terms upon which he and Insteel had agreed, he was allegedly told that it was not yet ready. Hudson claims that he was not provided the final contract until Woltz called him into his office to sign it. The [381]*381document, entitled “Supplemental Profit Sharing Plan (‘SPSP’),” according to Hudson, memorialized the terms to which the parties had agreed prior to Hudson’s acceptance of employment with Insteel. In-steel disputes that the SPSP constituted an employment contract — it was precisely what it purported to be, i.e., the terms of the profit-sharing plan agreed upon by the parties — and argues that even if the SPSP were an employment contract, nowhere in it is there a term that provides that Hudson could be terminated only for cause or for serious misconduct. Hudson and Wagner signed the SPSP on October 28, 1992.

Hudson, as general manager, directed the construction of the PC Strand Plant, which was completed and operational by January 1994, and described in Insteel’s annual report as “a world class facility” that became “profitable more quickly than any other new venture ever undertaken by Insteel.” Woltz, pleased with Hudson’s performance in overseeing the construction of the PC Strand Plant, promoted Hudson' to General Manager of Tennessee Operations in January 1995, in which capacity, Hudson was responsible for the management of both plants.

In an August 1995 evaluation, Executive Vice President Dale Duensing praised Hudson’s management, leadership, and organizational skills, gave Hudson a “superi- or” rating — the highest rating possible— and recommended a five-percent pay increase for Hudson. Although Insteel alleged that during the latter part of 1995, and throughout 1996, the Tennessee Wire Plant demonstrated a lack of improvement, as indicated by so-called “key performance measurements,” Hudson argued that during this period, upper-level management never criticized his performance and in fact was complimentary of his work. Duensing himself testified that he called Hudson on two occasions to congratulate him for the Tennessee Wire Plant’s performance. On March 24, 1997, after discussions between Duensing and Woltz about the Tennessee Wire Plant’s continued lack of improvement, Woltz terminated Hudson and replaced him with Jim Herman, a man in his thirties. Hudson was 53 years old. Pursuant to the SPSP, Insteel paid Hudson $53,000 in profits.

Hudson brought claims against Defendants alleging age discrimination in violation of the Age Discrimination in Employment Act (“ADEA”) and the Tennessee Human Rights Act (“THRA”), breach of contract, and promissory fraud. The matter was tried before a jury. Defendants filed a motion for judgment as a matter of law at the conclusion of Hudson’s case, and again at the end of trial; Hudson filed a motion for judgment as a matter of law at the conclusion of Defendants’ case. The district court denied both parties’ motions and submitted the case to the jury, which returned a verdict in favor of Hudson on the age discrimination and promissory fraud claims, and in favor of Defendants on the breach of contract claim. The jury awarded Hudson $57,575 in back pay and $150,000 in lost profits under the SPSP for his age discrimination claims, and $301,500 in compensatory damages for his promissory fraud claim. Defendants filed the motions that are at issue in the instant appeal, which were denied by the district court.

II. DISCUSSION

A. Rule 50 Motions
1. Standard of Review

a. Motion for Judgment as a Matter of Law

Although the Supreme Court has expressly declined to establish a standard of review for FED. R. CIV. P. 50 motions, see Dick v. New York Life Ins. Co., 359 [382]*382U.S. 437, 445, 79 S.Ct. 921, 3 L.Ed.2d 935 (1959), this Circuit has held that a district court’s application of Rule 50 will be subject to de novo review, see K & T Enters., Inc. v. Zurich Ins. Co., 97 F.3d 171, 175 (6th Cir.1996).

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5 F. App'x 378, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hudson-v-insteel-industries-inc-ca6-2001.