July 25, 2007
RHODIA, INC., PLAINTIFF-RESPONDENT,
ADRAIN JONES, DEFENDANT-APPELLANT.
On appeal from Superior Court of New Jersey, Law Division, Special Civil Part, Burlington County, DC-1323-06.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Submitted April 18, 2007
Before Judges A. A. Rodríguez and Collester.
In this contract action, plaintiff Rhodia, Inc. charged that Adrain Jones breached an agreement to reimburse college tuition payments. Jones answered, denying any breach and counterclaimed that Rhodia was in breach and caused her monetary damages. Following a bench trial, Judge Karen L. Suter of the Law Division, Special Civil Part, Burlington County, entered judgment on the complaint in favor of Rhodia for the jurisdictional limit of $15,000 and dismissed Jones' counterclaim.
Jones began interning with Rhodia after she graduated from high school in 1999. She continued to intern during the summer while she pursued a business degree. Prior to her third college year, Rhodia presented her with an offer of employment in its finance department "commensurate with your skills and at a level of pay appropriate to the position upon completion of your MBA degree." The offer included paying Jones' tuition for the remaining three years necessary to obtain an MBA in the amounts of $8,000 for 2001-2002; $9,000 for following year; and $10,000 for the final year. The payments were also to be "grossed up" to avoid any tax impact upon Jones.
In addition to requiring a 3.0 grade point average, the tuition payments were conditioned upon Jones rejoining Rhodia during summer internship programs, completing her MBA program, and commencing active employment with Rhodia. The letter agreement specified that Jones would have no repayment obligation if she continued her employment with Rhodia for thirty months after receiving her MBA, but was to reimburse the entire amount if she voluntarily left Rhodia within twelve months and fifty percent if she left before thirty months.
The agreement also contained the following paragraph:
My signature below indicates my agreement to the terms and conditions outlined within this document. I understand that I am an employee at will and that nothing in this offer will be construed as creating a contract of employment between Rhodia Inc. and myself nor shall it constitute a legal guarantee of continued employment or level of compensation with the company. Should Rhodia decide to terminate my employment for any reason other than for cause, I will not be responsible for repayment of the award.
Jones signed the agreement. Rhodia made the first tuition payment in April 2004 in the amount of $13,684.40 which, after payment of applicable taxes, amounted to a net payment for Jones of $8,000. The second payment was made the following year in the amount of $15,378.67 for a net payment of $9,000.
During her internship in 2003, defendant worked with Doreen Wilson-Bailey, the Director of Credit Management and Accounts Payable for Rhodia. Ms. Wilson-Bailey testified that she obtained company approval to hold a position as credit analyst open for Jones while she completed her final school year. Then on August 21, 2003, Rhodia made Jones a formal offer of employment after graduation as a credit analyst with a starting salary of $44,000.
The next day Jones sent a letter to Ms. Wilson-Bailey asserting she possessed "the essential skills of an efficient Credit Analyst" and asked for some "minor changes," most notably the base salary. She wrote that she researched comparative compensation data and found that salaries in other companies were slightly higher. She requested a base salary from $49,000 to $53,000, stating these amounts as being commensurate with her experience with Rhodia and her educational background. However, no salary adjustment was made by Rhodia. Three days later, Jones formerly accepted the credit analyst position. Rhodia made the final tuition payment of $16,534.13 for a net of $10,000 after applicable taxes on January 9, 2004, completing their tuition payment obligation which totaled $45,597.20.
Defendant began her employment as a credit analyst in June 2004. She submitted her resignation letter on August 26, 2005, stating that she accepted a position with another company. She had worked full-time with Rhodia for about fifteen months. Her new employment was as a financial analyst with another company for an annual salary of $53,500. When Jones rejected plaintiff's demand for reimbursement of the tuition payments, Rhodia filed its complaint. Jones responded that Rhodia breached the agreement by failing to adhere to its obligation to hire her at "a position commensurate with her skills and at a level of pay appropriate to the position." She counterclaimed for the difference between the $44,000 salary she was paid by Rhodia and the $60,000 she receives in her present job.
In her decision, Judge Suter rejected the testimony of Ms. Jones that she never really accepted the offer for employment as a credit analyst at a salary of $44,000, finding that her own letters of August 22 and 25, 2003 belied this testimony. Instead, Judge Suter found that the testimony from Rhodia's witnesses to be credible and persuasive. Ms. Wilson-Bailey testified that the offer made to Jones of $44,000 matched salaries of candidates of similar quality, and that Jones never asked for a different position or stated that the credit analyst position was inappropriate based on her education and experience.
Based on the testimony and the documents in evidence, Judge Suter found as follows:
Clearly, there is a contract. Tuition payments are to be made and the defendant is to work for the company and for a certain period of time in order to satisfy that obligation but there was no guarantee of a particular job, there were no guarantee of any particular level of compensation and that's very clear from the language above her signature of which she took almost thirty days to contemplate.
She was offered a job as a credit analyst and accepted that job at a particular level. . . The language [of the agreement] says that she's to have a position commensurate with her skills . . . she was just out of school with her MBA, had not work full-time in the credit department, had not worked full-time in any other departments . . . and the level of pay was even within the framework that she herself had suggested in the letter where she counteroffered the plaintiff.
So I don't find that even if that language that the defendant relies upon is part of this contract, I do not find that the plaintiff has breached it. There was no expert that was offered here to say what was an appropriate level of pay or job for an MBA graduate immediately out of school. There was no testimony offered that she was paid in a way that was different from what other employees at Rhodia, Inc. were paid. The witness from Rhodia testified that they used their own matrix . . . to develop salary levels and not that they were bound to follow some industry guidelines which we don't have in this case to begin with and they didn't use those anyway.
[W]hat we're left here with is a contract by the defendant to repay for certain tuition advances. . . Plaintiffs paid for her tuition. She got her MBA. She started to work at the company, did not complete the thirty months and thus under the terms of [the agreement]. . . she's responsible for fifty percent of the tuition award program payments plus interest at 6.5 percent.
With respect to the counterclaim for breach of contract on the part of the company, . . . I don't find the language relied upon by the defendant to be a part of the contract and if it is a part of the contract, if it were an implicit part of the contract, its been satisfied by the plaintiff and waived by the acceptance of the job offer . . . and thus, the counterclaim fails in its proofs and thus should be dismissed.
The factual findings of Judge Suter are fully substantiated in the record. R. 2:11-3(e)(1)(A). We affirm substantially for the reasons she stated in her oral opinion of July 9, 2006.
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