The opinion of the court was delivered by: Hillman, District Judge
This matter has come before the Court on Defendant's motion for summary judgment on all of Plaintiff's claims against it. For the reasons expressed below, Defendants' motion will be granted in part and denied in part.
Plaintiff, Ed Tracy, was employed by Defendant, FileNet Corporation, from June 1, 1992 until December 12, 2004, when FileNet terminated Tracy's employment. FileNet is a company that offers various software products and services to assist in the management of digital information and business processes, and Tracy served as one of its sales account executives. At issue in this case are commissions on six accounts that Tracy alleges FileNet failed to pay him. Tracy claims that FileNet's failure to pay him these commissions amounts to breach of contract, fraud, misrepresentation, and unjust enrichment. FileNet has moved for summary judgment on all of Tracy's claims. Tracy has opposed FileNet's motion.
This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a)(1) because this action is between citizens of different states.
B. Summary Judgment Standard
Summary judgment is appropriate where the Court is satisfied that "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, 330 (1986); Fed. R. Civ. P. 56(c).
An issue is "genuine" if it is supported by evidence such that a reasonable jury could return a verdict in the nonmoving party's favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is "material" if, under the governing substantive law, a dispute about the fact might affect the outcome of the suit. Id. In considering a motion for summary judgment, a district court may not make credibility determinations or engage in any weighing of the evidence; instead, the non-moving party's evidence "is to be believed and all justifiable inferences are to be drawn in his favor." Marino v. Industrial Crating Co., 358 F.3d 241, 247 (3d Cir. 2004)(quoting Anderson, 477 U.S. at 255).
Initially, the moving party has the burden of demonstrating the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). Once the moving party has met this burden, the nonmoving party must identify, by affidavits or otherwise, specific facts showing that there is a genuine issue for trial. Id. Thus, to withstand a properly supported motion for summary judgment, the nonmoving party must identify specific facts and affirmative evidence that contradict those offered by the moving party. Anderson, 477 U.S. at 256-57. A party opposing summary judgment must do more than just rest upon mere allegations, general denials, or vague statements. Saldana v. Kmart Corp., 260 F.3d 228, 232 (3d Cir. 2001).
The main issue in this case is FileNet's non-payment of commissions for six accounts to which Tracy was assigned during the period of 2002-2004. Tracy claims that he was entitled to these commissions, which were governed by Sales Compensation Plans. The Plans provided that Tracy would be paid a certain percentage when a sale was "booked," and then the remaining percentage when the client paid. The Plans also differentiated between the sale of maintenance services and the sale of software.
By not paying him commissions on six accounts, Tracy claims that FileNet breached their contract--i.e., the Plans. Tracy also claims that FileNet's failure to pay him the commissions he was entitled to constituted fraud and resulted in unjust enrichment to FileNet. Tracy further claims that FileNet made misrepresentations to him regarding his accounts.*fn1
FileNet argues that Tracy is not entitled to the commissions he claims are due to him, and, consequently, it did not breach the parties' contract, and it did not defraud Tracy or become unjustly enriched. Additionally, FileNet argues that Tracy has not submitted any evidence to support his misrepresentation claims.
1. Whether FileNet Breached the Parties' Contract
Under New Jersey law,*fn2 in order to be successful on a breach of contract claim, a plaintiff must prove the following four elements: (1) a contract; (2) a breach of that contract; (3) damages flowing therefrom; and (4) that plaintiff performed its own contractual duties. Hutchinson v. Del. Sav. Bank FSB, 410 F. Supp. 2d 374, 385 n.21 (D.N.J. 2006) (citation omitted). Because different contracts govern the six accounts at issue, each account will be analyzed separately.
Tracy claims that he was given the CIGNA account on or about May 25, 2002 because the prior account executive, Tom O'Dwyer, had been fired. On May 10, 2002, while O'Dwyer was still the account executive, CIGNA had placed an order for software and maintenance services. CIGNA paid for the maintenance contract on June 11, 2002, and made three payments for the rest of the order on June 17, 2002, September 19, 2002, and December 17, 2002. Tracy claims that FileNet paid O'Dwyer the commissions as part of his a termination/severance package. Tracy argues that because he was the account executive on the account when CIGNA paid on the contract, he was entitled to the commissions, and not O'Dwyer.
FileNet first argues that according to Tracy's own deposition testimony, he assumed responsibility for the CIGNA account on or about June 30, 2002, not on or about May 25, 2002. Further, FileNet argues that Tracy is not entitled to those commissions on the May 10, 2002 CIGNA contract because O'Dwyer booked the transaction. FileNet also argues that Tracy is not entitled to the commissions because when CIGNA made its payments, the CIGNA account ...