United States District Court, D. Kansas
MEMORANDUM AND ORDER
THOMAS MARTEN, JUDGE.
to his Amended Complaint (Dkt. 14), Terry Pierce worked as a
salesman for PrimeRevenue, a supply chain funding
facilitator. Pierce alleges that, in their efforts to market
the sale of PrimeRevenue, two officers of the company
discharged him in order to prevent him from obtaining
promised commissions and exercising stock options. Count 1 of
the complaint seeks recovery against PrimeRevenue, David
Quillian and B.J. Bain for breach of contract and violation
of provisions in the Kansas Wage Payment Act (KWPA), K.S.A.
44-323, 44-315(h). Count 2 alleges the three defendants
breached duties of good faith and fair dealing. Count 3 seeks
recovery from the company for the value of plaintiff's
services. Count 4 alleges that Quillian and Bain tortuously
interfered with his compensation agreements with
defendants have moved to dismiss Counts 2, 3, and 4. They
argue that Pierce was an at-will employee, and therefore he
can have no claim under Kansas law for any lack of fair
dealing or tortious interference. They argue any quantum
meruit claim is preempted by the KWPA, K.S.A. 44-313. For the
reasons provided herein, the court hereby grants the
relevant compensation agreements provide:
Nothing in the [Commission Compensation Policy] Plan, or the
fact of any person's participation herein, shall be
construed to create or imply any contract of employment or
guaranteed income for any period between PrimeRevenue, Inc.
and the employee. All employees expressly recognize that
their employment with PrimeRevenue, Inc. is and remains on an
“at will” basis.
Subsection 2(d) of the stock option certificate issued to
(d) No Right to Employment or Other Relationship.
Nothing in the Plan or this Stock Option Agreement shall
confer on Optionee any right to continue in the employ of, or
other relationship with, the Company, or any Parent or
Subsidiary, or limit in any way the right of the Company, or
any Parent or Subsidiary, to terminate Optionee's
employment or other relationship at any time, with or without
(Emphasis in original.)
was an at-will employee of PrimeRevenue. Under Kansas law,
“the duty of good faith and fair dealing is implied in
every Kansas contract except employment-at-will
contracts.” First Nat'l Bank of Omaha v.
Centennial Park, 48 Kan.App.2d 714, 729, 303 P.3d 705
addition to this general rule, the defendants invoke
Deeds v. Waddell & Reed Inv. Mgmt. Co., 47
Kan.App.2d 499, 509, 280 P.3d 786, 794 (2012) for the
proposition that Kansas law would not recognize similar
the Kansas Supreme Court has consistently emphasized [that]
the public policy must be clearly declared by the state
constitution, a state statute, or a court decision, and that
the policy must be so definite that its existence isn't
subject to substantial doubt. If this were not the case, the
employment-at-will rule that lies at the heart of Kansas
employment law would become the exception, not the rule.
plaintiff correctly points out, in this portion of the
opinion the court was not addressing a claim for breach of
good faith in order to recover the amount of
previously-earned commissions. Rather, the plaintiff in
Deeds presented a retaliatory discharge claim, based
on the termination itself. See Id. (plaintiff
“argues ... an employer cannot fire an
employee to avoid paying a commission that has already
been earned [or] to prevent the employee from earning
additional commissions”) (emphasis added)).
the plaintiff's further suggestion that Deeds
actually supports his claim is equally misplaced. The Court
of Appeals concluded that the at-will employment doctrine
could be avoided only “when some clear Kansas public
policy requires it, ” which was not the case here
because “[i]f the commissions have already been earned,
they are still owed to the employee and may be recovered by
him.” Id. The plaintiff seizes on this last
sentence as support for Count 2.
again, Deeds was a retaliatory discharge action, and
involved no claim of breach of duties of good faith and fair
dealing. The opinion provides nothing to support the idea
that a claim for breach of the duty of good faith and fair
dealing is the proper vehicle for recovery of the
previous-earned commissions. A discharged employee can (as
Pierce has claimed here in Count 1) recover the valued of
earned compensation by contractual or statutory claim. A
claim for breach of duty of good faith and fair dealing is
not simply superfluous, it has no foundation in Kansas law.
See Estate of Draper v. Bank of America, ...