Miga v. Jensen

Miga v. Jensen

Opinion

 [*209]  To reward Dennis Miga for work he had done, Ronald Jensen offered him the option to buy a portion of Jensen's stock in a privately-held corporation. When Miga tried to exercise the option, Jensen refused to honor their agreement, and Miga sued. Before trial, the corporation "went public." The primary issue in this appeal is how to properly measure the damages caused by Jensen's failure to deliver the stock under the option's terms. The trial court and court of appeals concluded that Miga could recover damages measured by the subsequent appreciated value of the stock. Because we conclude that the proper measure of damages was the value of the stock on the date the stock option agreement was breached,  [**2]  minus the exercise price, we reverse the court of appeals' judgment in part, affirm in part, and remand the case to the trial court for rendition of judgment in accordance with our opinion.

Jensen hired Miga in 1990 to help run Matrix Telecom, a privately-owned long-distance telephone company. As compensation, Jensen offered Miga, in addition to his salary, a 6% ownership interest in the company. Two years later, Matrix Telecom became a wholly-owned subsidiary of Matrix Communications, and Jensen converted Miga's former 6% interest into a 4.8% ownership share of the new parent company. About that time, Miga set up a meeting between Jensen and the principals of Pacific Gateway Exchange ("PGE"), a fledgling company handling international calls for other telecommunications businesses. Jensen purchased an 80% interest in PGE for $ 850,000, receiving 11,020 shares of common stock in the privately-held company. Miga soon helped the start-up company secure several major clients. To reward and encourage Miga's productive efforts on PGE's behalf, in July 1993, Jensen orally offered Miga an option to buy 4.8% of Jensen's interest in PGE at Jensen's original cost - that is, 528.96 [**3]  shares for $ 40,800, or a little over $ 77 per share.

On December 4, 1994, Miga sent Jensen a fax indicating that he intended to resign and desired to "settle [his] account." The following day Jensen presented Miga with a termination agreement and severance package that included $ 300,000 to be paid over thirty months and $ 450,000 net for Miga's stock in Matrix Communications. The agreement purported to be a "complete accounting" between the parties, but it did not explicitly release Miga's PGE option. When Miga attempted to exercise the option that day, Jensen refused. Miga tried to exercise the PGE option three more times over the next nine months. With his last demand in August 1995, he enclosed a check for $ 40,800. Jensen rejected these demands and returned Miga's check.

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