United States District Court, D. Massachusetts
MEMORANDUM AND ORDER
J. Casper United States District Judge.
William Valle (“Valle”) has filed this lawsuit
against Defendants Powertech Industrial Co. Ltd.
(“Powertech”) and Jonie Chou (“Chou”)
(collectively, “Defendants”). Valle alleges a
breach contract against Powertech based on his 2009 agreement
with Powertech (Count I). As an alternative to that claim, he
alleges a breach of his 2002 agreement with Powertech (Count
II) or a breach of the parties' oral agreement (Count
III) or seeks recovery in quantum meruit (Count IV). Against
Powertech, Valle also alleges a breach of the covenant of the
duty of good faith and fair dealing (Count V) and retaliation
in violation of Mass. Gen. L. c. 149, § 148A (Count IX).
D. 74. Against both Powertech and Chou, Valles brings a
misclassification claim under the Massachusetts Wage Act,
Mass. Gen. L. c. 149, § 148B (Count VI) and a claim for
unpaid wages under the Massachusetts Wage Act, Mass. Gen. L.
c. 149, §§ 148, 150 (Count VII). As an alternative
to his misclassification claim, Valle alleges that Powertech
engaged in unfair or deceptive trade practices in violation
of Mass. Gen. L. c. 93A, §§ 2, 11 (Count VIII).
Valle has moved for partial summary judgment on Counts I, V,
VI and VII, D. 77, and Defendants have cross-moved for
summary judgment on all counts, D. 82. For the reasons stated
below, the Court ALLOWS IN PART Valle's motion, D. 77,
and DENIES Defendants' motion, D. 82.
Standard of Review
Court grants summary judgment where there is no genuine
dispute as to any material fact and the undisputed facts
demonstrate that the moving party is entitled to judgment as
a matter of law. Fed.R.Civ.P. 56(a). “A fact is
material if it carries with it the potential to affect the
outcome of the suit under the applicable law.”
Santiago-Ramos v. Centennial P.R. Wireless Corp.,
217 F.3d 46, 52 (1st Cir. 2000) (quoting Sánchez
v. Alvarado, 101 F.3d 223, 227 (1st Cir. 1996)). The
movant “bears the burden of demonstrating the absence
of a genuine issue of material fact.” Carmona v.
Toledo, 215 F.3d 124, 132 (1st Cir. 2000); see
Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). If
the movant meets its burden, the non-moving party may not
rest on the allegations or denials in her pleadings,
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256
(1986), but “must, with respect to each issue on which
she would bear the burden of proof at trial, demonstrate that
a trier of fact could reasonably resolve that issue in her
favor, ” Borges ex rel. S.M.B.W. v.
Serrano-Isern, 605 F.3d 1, 5 (1st Cir. 2010). “As
a general rule, that requires the production of evidence that
is ‘significant[ly] probative.'” Id.
(alteration in original) (quoting Anderson, 477 U.S.
at 249). The Court “view[s] the record in the light
most favorable to the nonmovant, drawing reasonable
inferences in his favor.” Noonan v. Staples,
Inc., 556 F.3d 20, 25 (1st Cir. 2009). On cross-motions
for summary judgment, the standards of Rule 56 remain the
same, and require the courts “to determine whether
either of the parties deserves judgment as a matter of law on
facts that are not disputed.” Adria Int'l Grp.,
Inc. v. Ferré Dev., Inc., 241 F.3d 103, 107 (1st
following facts are undisputed unless indicated otherwise.
The case concerns work Valle performed for Powertech from
2002 to 2017.
is a salesman based in Massachusetts who formerly worked as a
sales representative for Powertech. D. 79 ¶¶ 1, 22;
D. 81 ¶ 6; D. 94 ¶¶ 1, 22. Powertech is a
Taiwanese company based in New Taipei City, Taiwan. D. 79
¶ 2; D. 94 ¶ 2. The company is a “power
solutions manufacturer” with a diverse power-related
product line that includes surge protectors and
uninterruptible power supplies. D. 79 ¶ 4; D. 94 ¶
The 2002 Agreement
and Powertech began doing business together in 2002, when
Valle approached Powertech and Chou with the opportunity to
have Powertech manufacture products for American Power
Conversion (“APC”). D. 79 ¶ 30; D. 94 ¶
30. On September 25, 2002, Valle and Powertech signed a
document titled Representative's Agreement (the
“2002 Agreement”). D. 81-2. The 2002 Agreement
was between Powertech and United Power Products
(“UPP”), with Valle signing in the name of UPP.
Id. Valle did business under the name UPP from time
to time. D. 81 ¶ 10; D. 79 ¶ 33; D. 94 ¶ 33.
Powertech did not have dealings with anyone other than Valle
in its dealings with UPP. D. 81 ¶ 10. The 2002 Agreement
allocated a five percent commission to UPP on all products
sold to APC. D. 81-2 at 1. The 2002 Agreement did not have a
fixed duration. Rather, it states: “[t]his Agreement
shall become effective on the date signed by [the] last party
hereto to execute the same and shall remain in effect unless
Representative shall fail to refuse to continue to provide
services hereunder or unless Principal shall cease to sell
the Products to [APC].” D. 81-2 at 2.
the 2002 Agreement was in effect, Valle brought in other
customers, including Para Systems Inc. (“Para”).
D. 81 ¶¶ 12-13; D. 94 at 10; D. 79 ¶ 35; D. 94
¶ 35. For Para, Valle and Powertech executed a separate
agreement in which Valle would receive a fixed five percent
commission unless “otherwise by the parties' mutual
agree[ment] in writ[ing]” for all sales. D. 81-3. Valle
attests that he “do[es] not believe that [he and
Powertech] entered into separate agreements for each other
customer . . . but [he] know[s] [they] were always able to
agree on commission rates for the sales [he] obtained.”
D. 81 ¶ 13.
2008, Powertech asked Valle to modify the 2002 Agreement to
lower his commission rate for APC sales from five percent to
three and a half percent, and Valle agreed “as an
accommodation to Powertech.” D. 81 ¶ 14; D. 79
¶ 37; D. 94 ¶ 37; D. 94 at 11. The parties also
agreed to some rates that were lower than three and a half
percent for the sale of particular products. D. 81 ¶ 19.
The 2009 Agreement
Negotiations Over the 2009 Agreement
September 2009, Powertech informed Valle it wished to enter
into one commission agreement applicable to several
customers. D. 84-12; D. 79 ¶ 38; D. 94 ¶ 38. Valle
responded that he wished to keep the existing agreement in
place for APC. D. 84-13; D. 79 ¶ 39; D. 94 ¶ 39. In
response to Valle's input, Powertech agreed to include
the following provision in the new agreement: “Upon
termination of this Agreement, Bill [Valle] shall be entitled
to payment of commission on all orders placed by American
Power Conversion for the products by the accounts for two
years, or mutually agreed upon settlement.” D. 84-14;
D. 81-9 at 2; see D. 84-5 at 17. Subsequently, Valle
wrote to Powertech “I think it [may be] a good idea to
list all the commissions for the various companies in the
agreement. You can list them as an addendum. What do you
think?” D. 84-15. Powertech demurred, responding
“[our] suggestion is don't make the agreement
complicate[d]; otherwise we will need to amend the addendum
December 20, 2009 Powertech and Valle signed a new agreement
(the “2009 Agreement”). D. 81-9; D. 79 ¶ 42;
D. 94 ¶ 42. The 2009 Agreement states: “Powertech
agrees to provide Bill [Valle] a commission of the
parties' mutual agreed percentage in writing for the
payment  made by the listed customers (as attachment) and
the parties can add other customer[s] to the foregoing list
hereafter.” D. 81-9 at 1. The 2009 Agreement did not
specify a commission rate. Id. Rather, the payment
section provides as follows:
The payment means that the listed customers pay Powertech for
the orders of the finished products and excludes from any the
expense or costs of any parts, components, materials, NRE
charges, safety license charges, tooling charges and other
similar expenses or costs. For example, in the case the
percentage is 5% and the invoices are summed to $10, 000
(including tooling charges $1, 000), Bill [Valle] will be
given a commission of $450. (10, 000-1, 000)* 5% = 450.
2009 Agreement specifies that Powertech would make all
payments to William Valle Associates, Inc. Id.
Powertech paid the commissions to William Valle Associates,
Inc. D. 84-5 at 32. Valle is the President of William Valle
Associates, Inc. D. 84-5 at 3.
2009 Agreement contains a confidentiality provision that
requires Valle to keep all information and documents about
Powertech confidential for five years after the termination
of the Agreement. D. 81-9 at 1. The 2009 Agreement does not
contain a non-competition clause. Finally, the 2009 Agreement
states that it “supersedes all prior agreements and
communications between the parties with respect to the
subject matter hereof.” Id. Valle attests that
he understood the 2009 Agreement would not change his
relationship with Powertech and that all his existing
commission rates would remain in place. D. 81 ¶¶
15, 17. At his deposition, however, he testified that he
believed the 2009 Agreement replaced the 2002 Agreement in
terms of his relationship with Powertech and that he agreed
the 2002 Agreement was not in effect after December 2009. D.
84-5 at 15.
Commission Payments Under the 2009 Agreement
2009 to the end of 2016, the parties were able to agree on
Valle's commissions, as envisioned in the 2009 Agreement.
See D. 81-9 at 1 (agreeing to provide Valle “a
commission of the parties' mutual[ly] agreed percentage
in writing”). Powertech asserts, and Valle agrees, that
after signing the 2009 Agreement, “the parties
subsequently [came] to several agreements concerning the
commission rates- through schedules, emails, and subsequent
commission payments.” D. 83 at 12; D. 89 at 12.
parties agree on the general mechanisms used to determine and
negotiate payments after they signed the 2009 Agreement.
Before making commission payments to Valle, Powertech would
prepare and send an invoice to Valle identifying the proposed
commission amount for each sale. D. 80-1 at 9. Joanna Sun
(“Sun”), a sales manager at Powertech, maintained
a running set of spreadsheets listing commissions for
customers and product sales that she used to calculate
Valle's commissions. D. 80-1 at 9; D. 80-4; D. 80-5; D.
80-2 at 11; D. 94 at 28-29. Valle testified that he received
supporting documentation for the invoices
“occasionally.” D. 84-5 at 18-19. In at least one
instance, Valle requested the details of a proposed
commission on an invoice, and Powertech provided a breakdown
of the payments. See D. 81-20. Generally, Valle
would sign the invoices and send them back to Powertech. D.
81 ¶ 25. Valle believed his signature was required to
initiate an international wire transfer from Powertech.
Id. Upon receipt of the signed invoice, Powertech
would wire payment to Valle in the name of William Valle
Associates, Inc. D. 81 ¶ 26; D. 84-5 at 18-19;
see D. 84-24 (reflecting Powertech invoices signed
by Valle). In the early years of Valle's relationship
with Powertech, Valle would check the invoices for accuracy,
but he “eventually stopped doing this  because [he]
assumed that the commission amounts were correct given [his]
long-standing relationship with Powertech.” D. 81
¶ 24. Valle attests that he “did not understand
that by signing an Invoice [he] was agreeing that the
undisclosed commission rates used to calculate the total
commission amounts shown on the Invoice were correct.”
D. 81 ¶ 25.
parties agree that Powertech “frequently sought to
renegotiate [Valle's] commissions, particularly if
Powertech was designing a new product line.” D. 79
¶ 63; D. 94 ¶ 63. The negotiations proceeded
largely without incident before 2016. Powertech would update
the spreadsheets with the commission rates as the parties
reached new agreements. D. 80-2 at 10. In several instances,
Powertech requested to lower Valle's commissions based on
their current profits and costs and Valle agreed. See,
e.g., D. 81-10; D. 81-25.
iterations of the payment detail spreadsheets reflect the
parties' negotiations. For example, both parties filed
the spreadsheet that tracked the parties' negotiations
over APC commissions in 2011. D. 81-16; D. 84-20. Next to the
2011 column, if Valle agreed with the proposed rate in the
2011 commission column, Sun wrote “OK.” D. 81-16;
see D. 89 at 5. If Valle did not approve, he would
suggest a different amount, and Sun recorded that amount and
either “OK” or a counteroffer on the spreadsheet
next to Valle's proposal. See D. 84-20 at 2.
During the 2011 negotiations, Powertech and Valle ultimately
exchanged approvals for commission rates for APC varying from
one to two and a half percent. Id.
2013, the parties underwent similar negotiations about APC
commissions. For some APC products, Powertech did not discuss
changes to Valle's commissions with Valle. Sun explained
that because there were “too many APC [products],
sometimes it was discussed, sometimes it was not. We [were]
not able to discuss the commission by each [product], that is
why we offer him commission invoice as final
confirmation.” D. 92-6 at 1.
parties largely agree on the structure of the commission
negotiations from 2009 to 2017, they disagree about
Powertech's obligations to pay those rates. According to
Valle, the parties understood that the commission rates in
effect prior to the 2009 Agreement would stay in effect under
the Agreement, unless renegotiated. D. 81 ¶ 17. As an
example, Valle points to his commissions on sales to
Powertech's customer Para. For sales to Para, Valle
received a five percent commission prior to the execution of
the 2009 Agreement and continued to receive that five percent
commission after the 2009 Agreement took effect. See
D. 92-4. Valle also relies upon two documents entitled
“APC 3.5% Commission Agreement, ” which reflect
commissions on APC products to be paid with three and a half
percent commissions to Valle both before and after the 2009
Agreement went into effect. D. 92-3; D. 92-5; see D.
92 at 1-2. Powertech disputes Valle's characterization of
the parties' agreement, arguing that their refusal to
include a schedule of commissions in the 2009 Agreement
demonstrates that the parties had not reached an agreement on
the commission rates and that the entire 2009 Agreement is
therefore invalid for lack of the inclusion of a material
term. D. 94 at 12-13. Powertech also disputes that for
customers other than Para, Valle was entitled to a fixed rate
for all sales. D. 94 at 13.
Termination of ...