• Twenty Year Old "Letter Agreement" is an Enforceable Contract, Not an Agreement to Agree: Martin v Southern Container Corp.,
  • December 15, 2010 | Author: Aaron E. Zerykier
  • Law Firm: Farrell Fritz, P.C. - Uniondale Office
  • In an October 19, 2010 decision by Justice Pines the court partially granted defendants’ motion for summary judgment. The parties’ dispute arose from a twenty year old “letter agreement” which outlined plaintiff’s employment terms with defendant. Plaintiff alleged that defendant breached the contract by not assigning him all of his father’s accounts when his father retired and by not appropriately paying him for vacation pay in accordance with defendant’s employee manual.

    Plaintiff brought causes of action for breach of contract and unjust enrichment. The parties both moved for summary judgment and plaintiff moved to amend the complaint to add a cause of action for breach of the implied covenant of good faith and fair dealing. The court denied plaintiff’s motion and granted defendant’s motion dismissing one of the breach of contract claims, finding that the “letter agreement” was not an agreement to agree, but rather was an enforceable unambiguous contract that defendant did not breach. Specifically, when plaintiff’s father retired plaintiff received all of his father’s then active accounts (and his father’s accounts which were previously distributed to other employees were not covered by the letter agreement).

    The court also granted defendant summary judgment on the unjust enrichment claim because it was duplicative of the failed breach of contract claim. The court denied plaintiff’s motion to amend to add a breach of the implied covenant of good faith and fair dealing claim because that claim would also be subsumed by the failed breach of contract claim. Last, the court denied defendants’ motion to dismiss the breach of contract claimed for the unpaid vacation pay because there were issues of fact whether the employee manual’s rules concerning vacation pay were applicable to plaintiff who was a commission sales person.

    Martin v Southern Container Corp., Sup Ct, Suffolk County, October 19, 2010, Pines J, index no. 20192/08