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Brown v. Sullivan

United States District Court, S.D. Georgia, Augusta Division

August 10, 2017

BRANDON BROWN, Plaintiff,
v.
SAMUEL SULLIVAN, individually and as acting President of Paine College, and PAINE COLLEGE, Defendants.

          ORDER

          J. RANDAL HALL, CHIEF JUDGE UNITED STATES DISTRICT COURT

         Before resigning as President of Paine College, George Bradley offered Plaintiff a four-year employment contract with Paine College, which Plaintiff accepted. Bradley and Plaintiff then signed an addendum to the contract, intending to give Plaintiff a severance package. Paine College soon thereafter fired Plaintiff, and Plaintiff filed this lawsuit seeking the money he claims he was owed under the contract. The parties now move for summary judgment. (Docs. 54, 57, 66.) The Court GRANTS IN PART AND DENIES IN PART Defendants' motion, and DENIES Plaintiff's motion.

         I. Background

         Bradley hired Plaintiff in 2008 to be Paine College's Vice President of Institutional Development. His title was later changed to Vice President of Institutional Advancement and then to Senior Vice President of Institutional Advancement. Plaintiff was responsible for fundraising for Paine College and reported directly to Bradley. Each year, Plaintiff received and signed letters from Bradley offering Plaintiff one-year employment contracts. (See, e.g., Doc. 87-7 at 16-22.) Bradley typically sent Plaintiff offer letters near the end of the fiscal year on June 15. (See, e.g., id.) In some of the years Plaintiff was employed at Paine College, including in 2013, Plaintiff's contracts specifically designated him an at-will employee. (See, e.g., Doc. 87-3 at 181.)

         In July 2014, however, Bradley shook things up: he offered Plaintiff a four-year contract that did not contain the typical at-will language. (Doc. 87-7 at 10.) Then, in September 2014, Bradley offered Plaintiff an addendum to the July 2014 contract. (Id. at 12.) The addendum states that Plaintiff is entitled to a "severance package or compensation for any premature termination" in the amount owed "under the terms of the contract that was agree[d] to and signed on July 23, 2014." (Id. at 12.) It also states that the agreement "will be subject to the laws I and Jurisdiction of the Courts in the State of South Carolina." (Id., ) Bradley offered other employees similar four-year contracts. (See Doc. 96-1 at 42-43.)

         The same day Bradley and Plaintiff signed the addendum, Bradley resigned from his position, and Samuel Sullivan became Acting President of Paine College. (Doc. 87-7 at 3; Doc. 87-8 at 3.) Three weeks later, Sullivan wrote Plaintiff explaining that, in his view, Plaintiff's July 2014 contract and the accompanying addendum were unenforceable and that he was eliminating the position of Senior Vice President of Institutional Advancement. (See Doc. 87-9 at 6-9.) Sullivan proposed reinstating Plaintiff as Vice President of Institutional Advancement and attached a formal offer letter, offering Plaintiff a reduced salary and returning him to an at-will position. (Id. at 10-11.) Plaintiff rejected Sullivan's offer, and Sullivan terminated Plaintiff's employment on October 9, 2014. (Doc. 87-3 at 187.)

         Plaintiff filed this lawsuit in October 2014 in South j Carolina state court, and Defendants timely removed the case to the District Court for the District of South Carolina. (See Doc. 1.) Defendants then moved to transfer the case to this Court. (Doc. 10.) The South Carolina District Court granted Defendants' request and transferred the case in March 2015. (Doc. 18.) The parties now move for summary judgment.

         II. Summary-Judgment Standard

         Summary judgment is appropriate only if "there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a). Facts are "material" if they could affect the outcome of the suit under the governing substantive law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The Court must view the facts in the light most favorable to the non-moving party, Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986), and must draw "all justifiable inferences in [its] favor." United States v. Four Parcels of Real Prop., 941 F.2d 1428, 1437 (11th Cir. 1991) (en banc) (internal punctuation and citations omitted).

         The moving party has the initial burden of showing the Court, by reference to materials on file, the basis for the motion. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). How to carry this burden depends on who bears the burden of proof at trial. Fitzpatrick v. City of Atlanta, 2 F.3d 1112, 1115 (11th Cir. 1993) . When the non-movant has the burden of proof at trial, the movant may carry the initial burden in one of two ways - by negating an essential element of the non-movant's case or by showing that there is no evidence to prove a fact necessary to the non-movant's case. See Clark v. Coats & Clark, Inc., 929 F.2d 604, 606-08 (11th Cir. 1991) (explaining Adickes v. S.H. Kress & Co., 398 U.S. 144 (1970) and Celotex Corp. v. Catrett, 477 U.S. 317 (1986)). Before the Court can evaluate the non-movant's response in opposition, it must first consider whether the movant has met its initial burden of showing that there are no genuine issues of material fact and that it is entitled to judgment as a matter of law. Jones v. City of Columbus, 120 F.3d 248, 254 (11th Cir. 1997) (per curiam). A mere conclusory statement that the non-movant cannot meet the burden at trial is insufficient. Clark, 929 F.2d at 608.

         If - and only if - the movant carries its initial burden, the non-movant may avoid summary judgment only by "demonstrat[ing] that there is indeed a material issue of fact that precludes summary judgment." Id. When the non-movant bears the burden of proof at trial, the non-movant must tailor its response to the method by which the movant carried its initial burden. If the movant presents evidence affirmatively negating a material fact, the non-movant "must respond with evidence sufficient to withstand a directed verdict motion at trial on the material fact sought to be negated." Fitzpatrick, 2 F.3d at 1116. If the movant shows an absence of evidence on a material fact, the non-movant must either show that the record contains evidence that was "overlooked or ignored" by the movant or "come forward with additional evidence sufficient to withstand a directed verdict motion at trial based on the alleged evidentiary deficiency." Id. at 1117. The non-movant cannot carry its burden by relying on the pleadings or by repeating conclusory allegations contained in the complaint. See Morris v. Ross, 663 F.2d 1032, 1033-34 (11th Cir. 1981). Rather, the non-movant must respond with affidavits or as otherwise provided by Federal Rule of Civil Procedure 56.

         In this action, the Clerk of the Court gave the parties notice of the motions for summary judgment and informed them of the summary-judgment rules, the right to file affidavits or other materials in opposition, and the consequences of default. (Docs. 56, 67.) The notice requirements of Griffith v. Wainwright, 772 F.2d 822, 825 (11th Cir. 1985) (per curiam), are thus satisfied. The time for filing materials in opposition has expired, and the motion is now ripe for consideration.

         III. Discussion

         In his complaint, Plaintiff asserts five claims: (1) breach of contract; (2) breach of contract accompanied by a fraudulent act; (3) a claim for back wages under S.C. Code Ann. 41-10-50; (4) negligent misrepresentation; and (5) breach of fiduciary duty. Plaintiff contends that the Court should apply South Carolina law, and Defendants urge the Court to apply Georgia law. Plaintiff moves for summary judgment on two of his claims, and Defendants move for summary judgment on all of Plaintiff's claims. Below, the Court addresses the choice-of-law issue and the merits of the parties' arguments. A. Choice of Law As noted, Plaintiff and Bradley signed an addendum to the July 2014 contract that states that the contract "will be subject to the laws and Jurisdiction of the Courts in the State of South Carolina." (Doc. 87-7 at 12.) Plaintiff thus argues that the Court should apply South Carolina law. Defendants, on the other hand, contend that the addendum is unenforceable because it was not supported by consideration. They argue therefore that choice-of-law principles require the Court to apply Georgia law.

         1. Choice-of-Law Provision

         A choice-of-law provision does not determine the law a court should apply "until it is determined that the parties have agreed to and are bound by" the provision. Schnabel v. Trilegiant Corp., 697 F.3d 110, 119 (2d Cir. 2012). Applying a choice-of-law provision before determining its validity "would presume the applicability of a provision before its adoption by the parties has been established." Id.; see Trans-Tec Asia v. M/V Harmony Container, 518 F.3d 1120, 1124 (9th Cir. 2008) ("[W]e cannot rely on the choice of law provision until we have decided, as a matter of law, that such a provision was a valid contractual term and was legitimately incorporated into the parties contract."). In deciding the validity of a choice-of-law provision, courts apply the law of the forum state. See Daugherty v. MAPCO Express Co., No. 1:10-CV-2092-KOB, 2012 WL 2357732, at *14 (N.D. Ala. June 19, 2012). The Court thus evaluates whether the addendum was supported by consideration under Georgia law.[1]

         Under Georgia law, any modification to a contract must be supported by new consideration. Lotus Prop. Dev., LLC v. Greer, 630 S.E.2d 112, 114 (Ga.Ct.App. 2006) (holding that an agreement to allow a party additional time to close a real-estate deal was not a valid modification to the original contract because there was no "consideration that was in addition to and separate from the consideration given for the I original contract"); Ranger Constr. Co. v. Robertshaw ControlsCo., 305 S.E.2d 361, 363 (Ga.Ct.App. ...


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