Law School Case Brief
Geysen v. Securitas Sec. Servs. USA, Inc. - 322 Conn. 385 (2016)
There is a strong public policy in Connecticut favoring freedom of contract. This freedom includes the right to contract for the assumption of known or unknown hazards and risks that may arise as a consequence of the execution of the contract. Accordingly, in private disputes, a court must enforce the contract as drafted by the parties and may not relieve a contracting party from anticipated or actual difficulties undertaken pursuant to the contract, unless the contract is voidable on grounds such as mistake, fraud or unconscionability. If a contract violates public policy, this would be a ground to not enforce the contract. A contract, however, does not violate public policy just because the contract was made unwisely. Courts do not unmake bargains unwisely made. Absent other infirmities, bargains moved on calculated considerations, and whether provident or improvident, are entitled nevertheless to sanctions of the law. Although parties might prefer to have the court decide the plain effect of their contract contrary to the agreement, it is not within its power to make a new and different agreement; contracts voluntarily and fairly made should be held valid and enforced in the courts.
Securitas Security Services USA, Inc. ("Securitas") provided various protection services to industrial and commercial clients. These services were marketed through employees hired as business development managers who solicited new business from prospective and existing customers. In Aug. 2005, Securitas offered plaintiff Kevin Geysen an at-will position as a manager. The offer letter signed by Geysen stated that his compensation was a weekly base salary and commissions on contracts he procured. In 2006, Securitas amended its sales incentive and revised its commission policy. Under the new scheme, commissions would not be paid unless Securitas invoiced commissionable amounts to the client before an employee's termination. Geysen worked for Securitas for approximately three years until his employment was terminated for alleged improper business activities. Thereafter, Geysen filed a multi-count lawsuit against Securitas in Connecticut. The trial court granted Securitas' motion to strike Geysen's claims for breach of the implied covenant of good faith and fair dealing and wrongful discharge in violation of public policy, so only Geysen's claim to recover unpaid commissions allegedly owed to him remained. By stipulation, the parties agreed that Geysen's claim depended upon whether the language of the commissions provision in the sales incentive plan was enforceable. The trial court ruled that the provision was unenforceable because it violated the public policies that strongly favored the payment of wages and disfavored forfeitures. Securitas appealed; Geysen cross-appealed the motion granting Securitas' motion to strike.
Was the language in the sales incentive plan, which provided that the right to commissions ceased upon termination of employment, enforceable?
The state supreme court reversed the trial court's judgment. The court ruled that the trial court improperly determined that the commissions provision violated public policy and was unenforceable. In accord with precedent from the court, the state's wage payment statutes expressly left the timing of accrual of wages to the agreement between the employer and the employee. The was no violation of General Statutes (Supp. 2016) § 31-72 in the instant case because Geysen was not due his commissions under the express and enforceable terms of that agreement, as the condition precedent to their accrual that the commissionable amounts be invoiced was not satisfied. The court further ruled that the trial court improperly struck Geysen's claim for breach of the implied covenant of good faith and fair dealing as his allegations as to damages he suffered due to the violation of his reasonable expectation regarding the payment of commissions stated a viable claim. The trial court properly struck Geysen's claim for wrongful termination as an employee could not use the nonpayment of wages that had not accrued as the basis for a wrongful discharge claim.
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