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Valle v. Powertech Industrial Co. Ltd.

United States District Court, D. Massachusetts

April 1, 2019

WILLIAM VALLE, Plaintiff,
v.
POWERTECH INDUSTRIAL CO. LTD. and JONIE CHOU,, Defendants.

          MEMORANDUM AND ORDER

          Denise J. Casper United States District Judge.

         I. Introduction

         Plaintiff 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.

         II. Standard of Review

         The 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 Cir. 2001).

         III. Factual Background

         The following facts are undisputed unless indicated otherwise. The case concerns work Valle performed for Powertech from 2002 to 2017.

         A. The Parties

         Valle 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 ¶ 4.

         B. The 2002 Agreement

         Valle 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.

         While 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.

         In 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.

         C. The 2009 Agreement

         1. Negotiations Over the 2009 Agreement

         In 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 often.” Id.

         On 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.

Id.

         The 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.

         The 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.

         2. Commission Payments Under the 2009 Agreement

         From 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.

         The 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.

         The 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.

         Various 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.

         In 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.

         Although 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.

         3. Termination of ...


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