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Summary judgment is appropriate when there is no genuine issue of material fact that is in dispute and, at trial, the parties would be entitled to judgment as a matter of law. A factual issue is genuine when there is sufficient supporting evidence for the claimed fact that would require a fact-finder to choose between competing versions of the truth at trial.
From 1997 until 2005, Timothy Fitzgerald worked for Alternative Energy, Inc. (AEI), a company of which Christopher Hutchins owned 75%. Fitzgerald’s responsibilities at AEI included selling power plants. After Fitzgerald’s employment with AEI ended, Hutchins asked the former for help in selling the Chester power plant owned by the Beaver Wood Joint Venture in exchange of a commission. Fitzgerald was able to sell both the equipment and the real estate. After the sale of the power plant, Hutchins refused to pay Fitzgerald a commission on the sale of the equipment. Subsequently, Fitzgerald filed suit in the Superior Court against Hutchins personally, alleging breach of contract, quantum meruit, and unjust enrichment. Hutchins moved for a summary judgment, arguing that he cannot be found personally liable to Fitzgerald because he was acting as an agent for Beaver Wood Joint Venture. The district court entered a summary judgment in favor of Hutchins on agency principles. The court concluded that there was no genuine issue of material fact as to Hutchins's liability because Fitzgerald knew Beaver Wood Joint Venture owned the Chester power plant, and because Fitzgerald was expecting a commission from the sale of property owned by Beaver Wood Joint Venture. Fitzgerald appealed, contending that notwithstanding Hutchins's general authority to act as an agent for Beaver Wood Joint Venture, Hutchins was acting in his individual capacity when he asked Fitzgerald to help sell the Chester power plant.
Was summary judgment appropriate under the circumstances of the present case?
The Court held that summary judgment was inappropriate because there was basis to conclude that Hutchins intended to commit himself to pay Fitzgerald a commission. The Court noted that there could be any number of reasons why Hutchins, effectively the controlling owner of the entities involved, would personally agree to pay Fitzgerald a commission. Moreover, the Court noted that the lack of a stated percentage for commission did not render the contract alleged unenforceable. That term could have been given precision by usage of trade or course of dealing between the parties. Accordingly, the judgment was vacated and the case was remanded for further proceedings.