North American Communications, Inc. v. Laczynski (In re North American Communications, Inc.)

154 B.R. 888, 1993 Bankr. LEXIS 784
CourtDistrict Court, W.D. Pennsylvania
DecidedJune 4, 1993
DocketBankruptcy No. 91-03794-BM; Motion No. 92-2574M
StatusPublished

This text of 154 B.R. 888 (North American Communications, Inc. v. Laczynski (In re North American Communications, Inc.)) is published on Counsel Stack Legal Research, covering District Court, W.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
North American Communications, Inc. v. Laczynski (In re North American Communications, Inc.), 154 B.R. 888, 1993 Bankr. LEXIS 784 (W.D. Pa. 1993).

Opinion

MEMORANDUM OPINION

BERNARD MARKOVITZ, Bankruptcy Judge.

Thomas Laczynski has filed a proof of claim in the amount of $301,998.17. He seeks $221,998.17 in unpaid sales commissions to which he claims entitlement and $80,000.00 in unpaid salary which he claims was guaranteed.

Debtor North American Communications, Inc. (“NAC”) has objected to the proof of claim. NAC concedes that Lae-zynski is entitled to sales commissions in the amount of $77,448.37 but denies that he is entitled to the remaining $144,549.80 in sales commissions or to $80,000.00 in salary-

NAC’s objection will be sustained in part and the proof of claim filed by Mr. Laczyn-ski will be allowed in the amount of $213,-677.93. The remainder will be disallowed for reasons set forth below.

—I—

FACTS

NAC is in the business of producing customized mass mailings. Its production fa[891]*891cility is located in Duncansville, Pennsylvania, and is under the supervision of Michael Herman, NAC’s Vice President. Its sales office is located in Armonk, New York. Robert Paltrow, NAC’s President, and Chet Williams, NAC’s Vice President for Sales and Marketing, work out of the sales office.

NAC utilizes sales representatives to market its services. The terms and conditions of compensation are determined by Paltrow and differ for each sales person.

Laczynski became NAC’s sales representative for the Chicago metropolitan area on July 1, 1985. He was paid a salary of $63,000.00 during his first year of employment plus a two percent (2%) override commission on sales made in the Chicago area by anyone making sales on behalf of NAC.

No other sales person worked for NAC in the Chicago area when Laczynski was hired. Shortly thereafter, NAC hired Michael Mancini to make sales on its behalf in the Chicago area.

During his first year of employment, Laczynski was instrumental in obtaining Montgomery Ward Legal Services, also known as the Signature Group, as a customer.

Sales generated by Laczynski during the first year of his employment totalled $2,076,524.32. The Signature Group accounted for $1,785.201.42, or eighty-six percent (86%) of his total sales for that year.

Laczynski was paid all of the salary and override commissions to which he was entitled during his first year of employment.

The terms of Laczynski’s compensation were altered on July 1, 1986. Instead of being paid a straight salary plus an override commission, Laczynski was paid a commission on a sliding scale on all sales he made. He received a five percent (5%) commission on all sales to a customer during the first year and on that portion of sales to that customer during the second year which exceeded sales during the first year. He received a four percent (4%) commission on sales to a customer during the second year which matched sales to them during the first year. If sales to a customer during the second year were less than sales to it during the first year, he received a three percent (3%) commission.

Paltrow sent a letter to Laczynski on August 18, 1986 which confirmed the terms of their revised agreement as to Laczyn-ski’s compensation. The salient portion of the letter reads as follows:

Dear Tom:

I just wanted to confirm our understanding of the other day regarding your second year with North American.
I believe we have agreed that your three incremental increases in your salary will continue as previously agreed. Additionally, this salary will act as a draw against commissions based on 5% of sales for any accounts first year activity, 4% in the second year, and 3% in the third year. All volume at a given account which exceeds the volume from the first year, in the second year, will be commissionable at 5% and then subsequently down.

Laczynski’s total sales increased by 461% during the second year from $2,076,524.32 to $8,237,228.94. The vast majority of those sales were to the Signature Group, which increased by 440% from $1,785,-201.42 to $7,993,153.90. Sales by Laczyn-ski to the Signature Group accounted for 97% of all his sales during the second year.

Frank Mancini procured sales amounting to $822,024.37 during the second year of Laczynski’s employment by NAC.

The terms and conditions of Laczynski’s compensation were revised yet another time after discussions in June of 1987 between Paltrow and Laczynski. Effective July 1, 1987, Laczynski was paid a salary of $8,000.00 per month which was to continue “indefinitely”. Also, he was to continue to receive commissions on sales in accordance with the sliding scale in effect during the prior year, except for sales to the Signature Group.

On June 26,1987, Paltrow sent a letter to Laczynski which confirmed the terms of their agreement. The salient portions of the letter read as follows:

[892]*892The following is a breakdown of what we feel is appropriate considering the present state of circumstances between Chicago and our future:

1. All commissions due from sales as of June 30th will be paid in a timely fashion.
2. Commencing July 1st a salary will be instituted at $8,000. per month. This salary will continue indefinately (sic) with the development of the new factory installation.
4. You will be the president of a new corporation formed surrounding the operation of a Midwestern manufacturing facility.
5. You will receive, with no investment, 25% equity interest in the new corporation.
6. You will continue to receive commissions on a 5, 4, 3, sliding scale with direct mail customers outside of the legal services group.
8. You will be responsible for the overall operation of the Midwestern operation, an appropriately trained plant manager from Duncansville will be responsible for day to day manufacturing.
I hope the above is an appropriate point of departure for the future. Please call upon receipt.

Shortly after he had begun his third year as a sales representative for NAC, several key employees involved in production at the Duncansville plant complained vociferously to Michael Herman about threats and offensive language used by Laczynski. They threatened to quit if the abuse continued.

Herman informed Paltrow of the complaints and insisted that Laczynski be discharged lest the production plant suffer. Paltrow advises he reluctantly agreed with Herman. On August 4, 1987, Chet Williams notified Laczynski that he was terminated from his employment effective immediately.

Laczynski was paid $8,000.00 in salary for the month of July, 1987 and $8,000.00 in salary for August of 1987. He has not been paid any additional salary since he was discharged. NAC has not paid Lac-zynski on any sales to the Signature Group where the work was completed subsequent to July 1, 1987.

It is NAC’s practice to issue an invoice to a customer with regard to a particular order after the job has been completed. Commissions are not paid by NAC to a sales representative until after the customer has paid NAC for the work performed.

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154 B.R. 888, 1993 Bankr. LEXIS 784, Counsel Stack Legal Research, https://law.counselstack.com/opinion/north-american-communications-inc-v-laczynski-in-re-north-american-pawd-1993.