On appeal from the Superior Court of New Jersey, Chancery Division, Morris County, Docket No. C-0085-11.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Before Judges Baxter and Nugent.
Plaintiff Margot W. Teleki appeals from an October 24, 2011 Chancery Division order that granted summary judgment to defendants David J. Clark, Douglas Campbell and Brian Regan, thereby dismissing plaintiff's complaint and absolving defendants of responsibility to pay plaintiff the salary promised her in an Employment Agreement. Plaintiff negotiated the Employment Agreement with Talk Marketing Enterprises, Inc. (TMEI), the corporation of which defendants were officers. We agree with plaintiff's contention that the judge impermissibly allowed parol evidence to alter the unambiguous terms of the Employment Agreement, thereby negating the wage payment guarantee established by N.J.S.A. 34:11-4.1 and 4.2. We reverse.
On September 23, 2005, plaintiff sold her ailing telemarketing companies, Talk Marketing, L.L.C. and Talk Marketing, Inc., to TMEI. The principal shareholders of TMEI were defendants Clark, Campbell and Regan. The transaction was set forth in three documents, an Asset Purchase Agreement, an Assumption of Liabilities Agreement and an Employment Agreement, all dated September 23, 2005. It is the latter document that gave rise to this appeal.
The Asset Purchase and Assumption of Liabilities Agreements, when read together, provide that in return for plaintiff selling her telemarketing company to TMEI, TMEI: would assume responsibility for payment of a $200,000 demand loan issued by Wachovia Bank to plaintiff's telemarketing company; and would agree to negotiate with Wachovia "to have [plaintiff's] personal and collateral guarantees terminated" as to that $200,000 loan. In addition, the Asset Purchase and Assumption of Liabilities Agreements specified that a $400,000 loan from Wachovia to plaintiff's telemarketing corporation would remain plaintiff's sole responsibility; however, TMEI agreed to "endeavor" to pay down the principal balance of that loan, and further agreed to negotiate with Wachovia for the removal of the payment guarantees made by plaintiff.
As is evident, TMEI made no cash payment for the purchase of plaintiff's telemarketing companies. The parties did, however, adopt the Employment Agreement, under which TMEI was obligated to pay plaintiff a salary of $4166.67 twice per month, or $100,000 per year, for each of ten years.
We describe the Employment Agreement in some detail, as its provisions are critical to resolution of the issue on appeal. The Employment Agreement contained the following provisions:
* Plaintiff would serve as the Vice President of Sales for TMEI, working as an "outside sales person."
* TMEI would provide plaintiff an expense account of $275 per month to pay for plaintiff's sales expenses, including travel expenses, auto payments and mileage, gasoline and toll expenses, and telephone charges.
* TMEI would pay plaintiff "a salary of One Hundred Thousand Dollars ($100,000.00) per year, payable in equal twice-monthly installments at [TMEI's] normal pay periods ('Base Salary')."
* In addition to the $100,000 annual Base Salary, TMEI would pay plaintiff commissions of five percent on any existing accounts, and fifteen percent on any accounts sourced by plaintiff.
* During plaintiff's "employment hereunder, Employee will serve in such capacity and with such duties as shall reasonably be required by the Chief Executive Officer."
* "[Plaintiff] will be entitled to receive her base salary without regard to her performance or any targets, sales goals or achievements."
* At her option, plaintiff would represent TMEI at trade shows, if requested to do so by the CEO.
* TMEI would provide plaintiff with health insurance as part of TMEI's ...