Sonntag v. Shaw

2001 NMSC 015, 22 P.3d 1188, 130 N.M. 238
CourtNew Mexico Supreme Court
DecidedApril 19, 2001
Docket25,964
StatusPublished
Cited by61 cases

This text of 2001 NMSC 015 (Sonntag v. Shaw) is published on Counsel Stack Legal Research, covering New Mexico Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sonntag v. Shaw, 2001 NMSC 015, 22 P.3d 1188, 130 N.M. 238 (N.M. 2001).

Opinions

OPINION

FRANCHINI, Justice.

{1} Plaintiff Carla Sonntag sued an Albuquerque corporation, Shaw and Associates, Inc. (the Corporation) and its owner, Jerry Shaw for discrimination under the New Mexico Human Rights Act (NMHRA), NMSA 1978, §§ 28-1-1 to -15 (1969, as amended through 2000), and for breach of contract. See NMSA 1978, § 28-1-13(0 (1987) (providing that the district court’s judgment is “subject to further appeal to the supreme comí;”). She claimed that because of her gender she earned less than similarly situated male managers of a subsidiary corporation in Scottsdale, Arizona and San Diego, California, and that Defendants breached a contract to repurchase her stock in the company. At trial, the jury found for Plaintiff and awarded her $206,416 for her discrimination claim and $63,607 for her breach of contract claim. On appeal, Defendants argue that the jury’s verdict in favor of Plaintiff on her discrimination claim must be reversed because: (1) the trial court erred in allowing the president of the corporation to be sued in his personal capacity; (2) the trial court erred in allowing Plaintiff to compare her wages with those of the Scottsdale and San Diego managers; (3) the trial court erred in refusing to give a number of Defendants’ requested instructions to the jury; (4) the discrimination claim was unsupported by the evidence; and (5) the evidence did not support the amount of damages awarded by the jury for the discrimination claim. With regard to the breach of contract claim, Defendants urge this Court to reverse the trial court on the grounds that: (6) the jury was improperly instructed; (7) Plaintiffs breach of contract claim is not supported by the evidence; (8) the amount of damages awarded by the jury was excessive; and (9) Shaw should not be individually liable for the breach of contract.

{2} We hold that: (1) Mr. Shaw, the president of the Corporation, is not personally liable under the NMHRA because, while Plaintiff exhausted her administrative remedies against the Corporation, she failed to do so against Mr. Shaw individually; (2) the trial court properly allowed Plaintiff to compare her wages with those of the Scottsdale and San Diego managers; (3) the trial court properly instructed the jury with regard to the discrimination claim; (4) Plaintiffs discrimination claim was supported by the evidence; (5) the NMHRA damages were not excessive; (6) the instructions given to the jury on the breach of contract claim did not constitute reversible error; (7) Plaintiffs breach of contract claim was supported by the evidence; and (8) the breach of contract damages were excessive. We do not address Shaw’s final claim because he has failed to provide this Court with citations to relevant authority and has not argued this issue with sufficient particularity. See Rule 12-213(A)(4) NMRA 2001; see also Roselli v. Rio Cmtys. Serv. Station, Inc., 109 N.M. 509, 512, 787 P.2d 428, 431 (1990) (“We will not review this issue since it was briefed without cited authority.”). We affirm the judgment of the trial court and remand to the trial court to determine a proper amount of contract damages.

I. FACTS AND PROCEDURE

{3} In April of 1992, Shaw and Associates, Inc., a New Mexico corporation that offers surety bonds to contractors, hired Carla Sonntag. Ms. Sonntag joined Jerry Shaw, the president of the Corporation, and four other employees at the Albuquerque office. Sonntag had never worked in the surety bond business, but she possessed a bachelor’s degree in business administration, had significant experience in management and accounting, and was familiar with the construction industry.

{4} Although Shaw referred to Plaintiff as the manager of the Albuquerque branch, the two parties disagree as to whether she actually managed the office. It is undisputed that Plaintiff was the lead underwriter of bonds for the Albuquerque office, that she handled more accounts than anyone at that office, and that she maintained the files and analyzed the financial statements. Plaintiff testified that, in addition to these duties, she was responsible for supervising all but one division of the Corporation’s Albuquerque staff, for hiring and terminating employees, and for generating new business. Various employees testified that they considered Plaintiff to be the manager of the Albuquerque office.

{5} The Corporation owns all of the stock in an Arizona subsidiary called Jerry Shaw and Associates, Inc., with offices in Scottsdale, Arizona, and San Diego, California. Mr. Shaw signed documents representing the Scottsdale and San Diego offices as “branch offices” of the Corporation, but denied that these two offices were branches at trial. Mr. Shaw testified that through his majority ownership of the Corporation, he exercises control over the subsidiaries. The Albuquerque and Scottsdale offices use a single networked computer system, file a single consolidated tax return, and are part of a single retirement plan.

{6} In 1994, the Scottsdale and San Diego offices were managed by males earning $40,000 and $80,000 respectively. Plaintiffs salary was $25,500. In 1995, the manager of the Scottsdale office was fired, and his replacement hired for a salary of around $60,000. In the meantime, Plaintiffs salary was increased to $35,000.

{7} In addition to their salaries, the Corporation offered the managers stock in the company. According to Plaintiff, unlike the other managers who she claimed were promised ten percent immediately, Mr. Shaw instead promised her that she would accumulate one percent of the outstanding shares in the company per year for up to ten years. Plaintiff also testified that Mr. Shaw promised to repurchase the stocks she accumulated when she left, regardless of the reason for her departure. Mr. Shaw testified that any payment for stock to Plaintiff was subject to an unwritten stockholder’s agreement that precluded payment to a stockholder who, like Plaintiff, took the Corporation’s customers with her to her new job. The Corporation did not buy back Plaintiffs shares. The Corporation did buy back the shares of the Scottsdale manager who was fired even though Mr. Shaw knew that he had taken accounts from the Scottsdale office to his new position.

{8} Naming only the Corporation as a defendant, Plaintiff filed a discrimination claim with the New Mexico Human Rights Division, complaining of harassment and wage discrimination based on sex. Pursuant to the NMHRA, Plaintiff timely appealed from the Division’s Order of Nondetermination. See NMSA 1978, §§ 28-l-10(D) (1995), -13(A). Plaintiff filed suit against the Corporation and Mr. Shaw, individually, alleging that Defendants: (1) discriminated against her on the basis of her sex in violation of NMSA 1978, §§ 28-1-7 and 28-1-13; (2) breached their contractual agreement to repurchase her stock once she left the corporation; and (3) oppressed a minority shareholder in violation of NMSA 1978, § 53-16-16 (1967) by excluding her from the profits of the Corporation and refusing to purchase her stock. Defendants filed a counterclaim which is not a subject of this appeal.

{9} Prior to trial, Defendants filed a motion for summary judgment, arguing that, as a matter of law, Plaintiffs discrimination claim must fail because she could not compare her wages to those of the Scottsdale and San Diego managers since those managers were employed by a subsidiary corporation. The trial court denied the motion on the grounds that material issues of fact existed.

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Cite This Page — Counsel Stack

Bluebook (online)
2001 NMSC 015, 22 P.3d 1188, 130 N.M. 238, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sonntag-v-shaw-nm-2001.