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Daisley v. PNC Bank

July 16, 2007

ALEXANDER DAISLEY, PLAINTIFF,
v.
PNC BANK, N.A., ET. AL. DEFENDANTS.



The opinion of the court was delivered by: Henry H. Kennedy, Jr. United States District Judge

MEMORANDUM OPINION

Alexander Daisley brings this action against PNC Bank, N.A. ("PNC"), as successor to Riggs Bank, N.A. ("Riggs"), one of its officers, Robert Roane, and others, asserting various causes of action arising from the termination of Daisley's employment with Riggs in August 2001. Before the court is defendants' motion for summary judgment [# 47] as to Daisley's claims of breach of contract by Riggs and fraud by Roane.*fn1 Upon consideration of the motion, the opposition thereto, and the record of this case, the court concludes that the motion must be granted.

I. BACKGROUND

Before joining Riggs, Daisley was employed by Cap Gemini America ("CGA"), a business and technology consulting company that Riggs hired to assist with its bid to develop a Treasury Department cash management application known as CA$HLINK II. During the bidding process, Daisley became acquainted with Riggs senior executives Timothy Lex, its then-Chief Operating Officer, and David Hoffman, its then-Chief Information Officer. Upon acceptance of its bid, Riggs solicited Daisley to leave CGA and join Riggs because of his expertise with "the new and recently enhanced cash management system" which Daisley was "instrumental in winning." Pl.'s Statement of Facts ¶¶ 4--5. Daisley was initially reluctant to leave his position with CGA but did so after Lex and Hoffman assured him that he would be guaranteed an "enhanced compensation package" ("ECP") including "a term of employment of not less than six years, an initial annual base salary of $200,000 with an annual bonus of up to 100% of the annual base salary, salary increases of up to 10% of [the] base salary, an initial allocation of 25,000 stock options and annual allocation of up to 10,000 stock options, if defined performance objectives were met." Id. ¶¶ 6, 16.

Before starting his employment, Daisley was presented with an offer letter "setting forth some, but not all, of the components of the verbal offers and commitments" he had previously received from Riggs' executives. Id. ¶ 18. The offer letter was signed on behalf of Riggs by Patti Yoder, Riggs' Human Resources Director, in order to "confirm [Riggs'] oral offer of employment," and provided that "[a]t all times while . . . employed by the Bank . . . [Daisley would] be employed 'at-will.'" Pl.'s Ex. O at 1--3 ("Offer Letter"). The offer letter specified that "[t]he 'at-will' nature of the employment relationship can only be changed by written agreement." Id. at 3. Additionally, the offer letter confirmed Daisley's starting salary of $200,000 and provided that Daisley would be eligible for a bonus of up to 100% of his annual base salary during his first year of employment "for exceeding agreed upon performance goals." Id. at 1. The offer letter further provided that "after [Daisley's] first year of employment an incentive plan [would] be developed incorporating revenue and profit goals and incentive opportunities based on those goals," and that Daisley's salary would be "reviewed periodically, usually on an annual basis, to determine whether an adjustment should be made." Id. at 2. The offer letter also established that Riggs would "recommend to the Board of Directors" a stock option grant of 25,000 options, but specified that "Incentive Compensation payments are at the discretion of Riggs management." Id. The offer letter also stated, "[i]f there is any term of employment that we discussed that is not included in this letter, please contact [Patti Yoder, Riggs' Human Resources Director] immediately so we can include it." Id. at 3. Finally, a "Confidentiality and Non-Solicitation Agreement" was attached to the offer letter and provided that "[t]his agreement and [the] offer letter dated March 22, 1999 contains [ sic ] the entire agreement between you and the Bank as to your employment . . . . Any modifications to this Agreement must be made in writing and signed by both parties." Confidentiality and Non-Solicitation Agreement at 3.

Daisley signed the offer letter and the confidentiality and non-solicitation agreement with the understanding that his term of employment was for a minimum of six years and that Riggs would honor the terms of the oral ECP. He did not insist on incorporating all of the terms of the oral ECP into the offer letter "because he believed he would be working very closely" with the executives who initially made the offers to him and because "a trusted relationship between the individuals involved existed." Pl.'s Statement of Facts ¶ 20.

Daisley began working for Riggs on or about May 24, 1999, as Senior Vice President and as President of Riggs Enterprise Solutions. Within the first six months of Daisley's employment with Riggs, both Lex and Hoffman resigned. Roane replaced Lex as Chief Operating Officer and, upon Hoffman's departure from Riggs, Hoffman told Daisley that Roane would honor the commitments made to him by Riggs executives. In at least two conversations regarding the oral representations made by Riggs executives, Roane told Daisley "if those were the commitments that were made to you I will honor those commitments." Id. ¶ 23.

In April 2000, Daisley was promoted to Executive Vice President, although his salary did not change. In June 2000, Daisley was awarded a bonus of 100% of his base salary for his 1999 performance, and around that time Daisley presented Roane with a memorandum outlining his personal performance goals for 2000. Daisley presented Roane with a similar memorandum in late February 2001 regarding his performance goals for 2001. Roane, however, subsequently informed Daisley that when he accepted the promotion he gave up his ECP. Riggs maintains that after Daisley's first year, his bonuses were to be determined under the General Incentive Plan, which allocates bonuses based on the performances of the employee and the company and, because Riggs did not perform well in 2000, no bonus payments were due to Daisley. Roane knew that when Daisley accepted the promotion to Executive Vice President he was losing his entitlement to his ECP and intentionally refrained from disclosing this information. Similarly, because Roane knew that Daisley would not continue to work for Riggs if he knew that his ECP would not be honored, Roane deliberately misled Daisley to believe that he and other Riggs employees were working to secure Daisley's ECP.

Daisley achieved all of his performance goals for 1999. Although Daisley received a 100% bonus for his 1999 performance, he received neither stock options nor a raise. Similarly, Daisley achieved all of his performance goals for 2000, but did not receive a bonus, stock options, or a raise for his 2000 performance. Daisley's ability to achieve his 2001 performance goals was frustrated by his termination from Riggs in late August 2001.

II. ANALYSIS

A. Summary Judgment Standard

Under Fed. R. Civ. P. 56(c), summary judgment is proper "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Celotex Corp. v. Catrett , 477 U.S. 317, 322 (1986). Material facts are those "that might affect the outcome of the suit under the governing law." Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248 (1986). In considering a motion for summary judgment, the "evidence of the non-movant is to be believed, and all justifiable inferences are to be drawn in his favor." Id. at 255. The non-moving party's opposition must consist of more than mere unsupported allegations or denials and must be supported by affidavits or other competent evidence setting forth specific facts showing that there is a genuine issue for trial. Fed. R. Civ. P. 56(e); Liberty Lobby , 477 U.S. at 248--49. The non-moving party is "required to provide evidence that would permit a reasonable jury to find" in its favor. Laningham v. U.S. Navy , 813 F.2d 1236, 1242 (D.C. Cir. 1987). If the evidence is "merely colorable" or "not significantly probative," summary judgment may be granted. Liberty Lobby , 477 U.S. at 249--50. "[W]here the facts as asserted [] are such that, if established, there could be no recovery . . . then the question becomes one of law for determination of the court and a proper matter for disposition by summary judgment." Greyhound Corp. v. Excess Ins. Co. of America, 233 F.2d 630, 636 (5th Cir. 1956).

B. Breach Of Contract

1. The Oral Agreement And The ...


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