Radiant Glob. Logistics, Inc. v. BTX Air Express of Detroit LLC

RADIANT GLOBAL LOGISTICS, INC., Plaintiff/Counter-Defendant, v. BTX AIR EXPRESS OF DETROIT LLC, Defendant, and CHARLES FURSTENAU, JR., Defendant/Counter-Plaintiff.

No. 18-12783

United States District Court, E.D. Michigan, Southern Division

August 16, 2021

OPINION AND ORDER GRANTING PLAINTIFF/COUNTER-DEFENDANT RADIANT'S MOTION FOR SUMMARY JUDGMENT (ECF NO. 119) AS TO DEFENDANT/COUNTER-PLAINTIFF CHARLES FURSTENAU JR.'S FIRST AMENDED COUNTER COMPLAINT (ECF NO. 31)

PAUL D. BORMAN, UNITED STATES DISTRICT JUDGE

I. Procedural History

This case involves former Radiant-Detroit-office General Manager Charles Furstenau, Jr.'s departure with several Radiant team members at the opening of a new competing BTX-Detroit office in late August, 2018. On September 7, 2018, Radiant filed a Complaint against Furstenau and BTX Air Express of Detroit, seeking a declaratory judgment, and alleging claims of Breach of Fiduciary Duty, Misappropriation of Trade Secrets, Tortious Interference, Aiding and Abetting, and Common Law and Statutory Conversion. (ECF No. 1.) On February 20, 2019, the Court granted Plaintiff's Motion for Preliminary Injunction against Defendant Charles Furstenau Jr., and BTX Air Express of Detroit. (ECF No. 52.) Relevant background in this case is also contained in the Court's prior Opinion and Order on the cross-motions for summary judgment issued on April 8, 2021, denying Plaintiff Radiant's Motion for Partial Summary Judgment as to Counts II and IV, denying Defendant Furstenau's Motion for Summary Judgment as to Counts II, III and VI, and Denying Defendant BTX's Motion for Summary Judgment as to Counts III, IV, and V. (ECF No. 169.)

On November 14, 2018, Defendant/Counter-Plaintiff Charles Furstenau, Jr. filed the instant Amended four-count Counter-Complaint against Plaintiff/Counter-Defendant Radiant Global Logistics (ECF No. 31), asserting:

Count I: Breach of Employment Agreement

Count II: Quantum Meruit

Count III: Intentional Infliction of Emotional Distress

Count IV: Defamation/Defamation Per Se

Now before the Court is Radiant's Motion for Summary Judgment as to Furstenau's Counter-Complaint. (ECF No. 119.) Furstenau filed a Response on October 8, 2020 (ECF No. 144) and Radiant filed a Reply on October 22, 2020 (ECF No. 149.) The Court held a hearing on this motion on August 9, 2021.

II. Standard of Review

Under Rule 56(a) of the Federal Rules of Civil Procedure, summary judgment is proper if there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. In evaluating a motion for summary judgment the Court must look beyond the pleadings and assess the proof to determine whether there is a genuine need for trial. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). If the moving party carries its burden of showing there is an absence of evidence to support a claim, then the nonmoving party must demonstrate by affidavits, depositions, answers to interrogatories, and admissions on file that there is a genuine issue of material fact for trial. Celotex Corp. v. Catrett, 477 U.S. 317, 324-25 (1986).

In reviewing a motion for summary judgment this Court cannot weigh the evidence, make credibility determinations, or resolve material factual disputes. Alman v. Reed, 703 F.3d 887, 895 (6th Cir. 2013); see Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (stating that on a motion for summary judgment “[credibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge”). “Instead, the evidence must be viewed, and all reasonable inferences drawn, in the light most favorable to the non-moving party.” Ohio Citizen Action v. City of Englewood, 671 F.3d 564, 569-70 (6th Cir. 2012) (citing Matsushita, 475 U.S. at 587; Biegas v. Quickway Carriers, Inc., 573 F.3d 365, 374 (6th Cir. 2009)). Nevertheless, the mere existence of a scintilla of evidence in support of Plaintiff's position is not sufficient to create a genuine issue of material fact. Liberty Lobby, 477 U.S. at 252. The proper inquiry is whether the evidence is such that a reasonable jury could return a verdict for Plaintiff. Id.; see generally Street v. J.C. Bradford & Co., 886 F.2d 1472, 1476-80 (6th Cir. 1989).

III. Analysis

a. Breach of Contract: Bonus Payments

Furstenau alleges that Radiant violated the employment contract between the parties by failing to pay the full amount of bonus money owed to him: 10% of the Detroit station's quarterly net profits, totaling $34, 069.94. (Response, ECF No. 144 PageID.13449.) The parties dispute whether the bonus payments were discretionary, as Radiant argues, or a mandatory part of Furstenau's employment agreement, as Furstenau argues. A party asserting a breach of contract must establish that (1) there was a contract, (2) which the other party breached, (3) thereby resulting in damages to the party claiming breach. Miller-Davis Co. v. Ahrens Const., Inc., 495 Mich. 161, 178 (2014).

The parties recognize the existence of an employment agreement between Furstenau and Radiant, although there is a question of whether that agreement was modified by the October 30, 2017 email from Radiant CEO Bohn Crain to Furstenau to include a 20% of net profits bonus opportunity, half of which would go to the Station Manager Furstenau. (ECF No. 145-6 PageID.13489) The email states:

Further to our call today, effective November 1 we are increasing your base salary to $115K and a monthly auto allowance of $500.

We are also increasing the quarterly station bonus opportunity to 20%, 10% for the Station Manager and the remaining 10% allocated across other members of your team in amounts to be approved by Tim O'Brien. [Vice President of Company Stores]

We really appreciate all your hard work and look forward to working with you and your team on the launch of SAP TM and collaboration with the operation shared service center in PHX

(ECF No. 145-6 PageID.13489.) (emphasis added)

The parties dispute whether this email creates, (1) a bonus structure that is a mandatory part of Furstenau's employment contract, such that Radiant would be obligated to pay 10% of the Radiant Detroit station's quarterly net profits to Furstenau as bonus during his employment, or (2) whether it is merely an opportunity for a bonus that is required to be approved by Radiant's Vice President of Company Stores Tim O'Brien, and further conditioned on Furstenau's working and collaborating on the launch of the SAP system, and collaborating with the Phoenix shared services center.

“In order for a contract to be formed, there must be an offer and acceptance, as well as a mutual assent to all essential terms. This required mutual assent on all material terms is judged by an objective standard based on the express words of the parties and not on their subjective state of mind.” Bodnar v. St. John Providence, Inc., 327 Mich.App. 203, 213 (2019) (citations omitted).

Radiant argues in support of summary judgment that the October 30, 2017 email from Crain does not guarantee a mandatory bonus structure, as it refers to a “bonus opportunity, ” “amounts to be approved by Tim O'Brien, ” and does not contain sufficient details to constitute a “meeting of the minds” needed to create a binding contract for bonus payments. Radiant also argues the opportunity for an increased bonus “was predicated on the station participating in (a) the launch of the SAP transportation management software program, and (b) the operational shared services center in Phoenix, ” both of which Furstenau opposed.

Radiant identifies significant evidence demonstrating that both Radiant and Furstenau understood that the bonuses were discretionary: a June, 2018 email chain between Radiant Vice President and Chief Financial Officer Joe Bento, Vice President of Company Stores Tim O'Brien, and Furstenau, where Bento stated that “all Radiant bonus programs . . . are completely discretionary at Radiant's election, ” and Furstenau's response, stating that, “it is now my understanding that both the . . . bonus programs are discretionary.” (ECF No. 121-7 PageID.6581.)

Radiant further asserts that, when asked during his second deposition what amounts he was seeking in his claim for bonus payments, Furstenau testified that he was “not prepared to quantify that number, ” and to his knowledge, nobody had prepared a number regarding how much he was owed. (July 9, 2020 Deposition of Charles Furstenau (“Furstenau Dep.”) 49:17-52:1, ECF No. 121-3.) It was apparently not until his Response to Radiant's Motion for Summary Judgment that Furstenau attempted to quantify the bonuses allegedly owed.

Finally, Radiant Human Resources Manager Renee Kiss stated in an affidavit that the bonus programs in place in 2017 and 2018 “were discretionary, ” and any payments had to be approved by Radiant's Board of Directors. (Declaration of Renee Kiss (“Kiss Dec.”) ¶ 8, ECF No. 121-1.) Kiss further stated that Furstenau was “paid all bonus amounts approved by company management and the board in 2017 and 2018.” (Id. at ¶ 12).

Furstenau on the other hand, argues that the October 30, 2017 email from Radiant CEO Bohn Crain to Furstenau concerning pay and bonus structure created a mandatory bonus payment structure. Furstenau also offers a May 21, 2018 email from Radiant Corporate Counsel John Sobba to Renee Kiss which states that “Joe [Bento] wants to deny participation in the STIP/LTIP bonus programs because Chad [Furstenau] refused to sign the agreement (e.g. non-compete) we presented to him last week.” (ECF No. 145-21 PageID.13524.) Following Furstenau's August 22, 2018 request for bonus payments, which Bento denied (ECF No. 121-7 PageID.6580), and his resignation two days...