Alyeska Pipeline Service Co. v. Shook
Alyeska Pipeline Service Co. v. Shook
Opinion of the Court
OPINION
I. INTRODUCTION
Under Alaska law, an employee may not privately settle a wage and hour claim for a sum less than the damages required by the Alaska Wage and Hour Act (AWHA). In exchange for a large employment severance payment, Thomas Shook released his former employer, Alyeska Pipeline Service Company, “from any and all claims ... arising from his employment or as a result of this separation of employment.” When Shook later sued Alyeska claiming AWHA violations, Alyeska moved for summary judgment on the theory the severance payment fully offset, and thus extinguished, Shook’s AWHA claim. The superior court denied Alyeska’s motion. We reverse. We conclude that the release encompassed Shook’s claims, and that, because it substantially exceeded the maximum he could have recovered under the AWHA, the severance payment fully satisfied any potential AWHA award. It therefore required dismissal of his AWHA claim. We remand for entry of judgment for Alyeska.
II. FACTS AND PROCEEDINGS
Alyeska employed Shook from August 1982 until March 1995. From 1987 to 1995, Shook was a Senior Business System Analyst, classified by Alyeska as an exempt employee not eligible for overtime pay under the AWHA. The AWHA does not apply to “an individual employed in a bona fide executive, administrative, or professional capacity or in the capacity of an outside salesman or a salesman who is employed on a straight commission basis.”
Alyeska terminated his employment in March 1995 as part of a company-wide reduction in force. Shook signed a document entitled “Separation Agreement and General Release,” and received a lump sum severance payment of $141,496.73 from Alyeska as part of his involuntary severance package.
In May 1995 Shook brought a class action complaint on behalf of himself and other current and former Alyeska employees, alleging that Alyeska had violated the overtime provisions of the AWHA. He contended that he and all of Alyeska’s present and former employees employed in an “executive, administrative, or professional capacity” had been improperly classified as exempt, and that they were entitled to back overtime pay, plus liquidated damages, penalties representing ninety days’ lost wages, and attorney’s fees.
The superior court granted class certification “only on the question of whether Alyes-ka employees subject to suspension without pay were properly classified as exempt.” Alyeska moved for summary judgment against Shook individually, assuming for purposes of its motion that Shook was correct on the merits of his AWHA claim. Alyeska introduced evidence of the general release Shook signed when he separated. Alyeska asserted that it was entitled to set off its lump sum severance payment against any recovery that Shook might obtain. Alyeska calculated that Shook’s maximum potential recovery from a successful AWHA case was about $71,000, including statutory liquidated
Shook did not argue that he could potentially recover more than $71,000 under the AWHA or that there was any genuine dispute about his maximum potential AWHA recovery. He instead argued that there were genuine fact disputes about the scope of the release and what part of the severance payment was intended to discharge AWHA claims.
The superior court denied Alyeska’s motion. It found that the release did not necessarily cover Shook’s AWHA claim, and that Alyeska was not clearly entitled to a setoff. It also found “no indication that either Shook or Alyeska contemplated that Shook had a potential claim for unpaid overtime wages.” We granted Alyeska’s petition for review of the denial of its summary judgment motion.
III. DISCUSSION
A. The Purpose of the Payment
The separation agreement Shook signed contains language that “releases and discharges Alyeska ... from any and all claims- ... arising from [Shook’s] employment.”
Shook maintains that, in construing the release, the court should consider extrinsic evidence of the parties’ intentions regarding the AWHA claim. In his superior court affidavit, Shook affined that he had not previously asserted any AWHA claims and had not discussed with Alyeska the waiver of such claims before he signed the agreement. He argues that a question of fact remains about whether he expected or intended to relinquish his AWHA claims. He also asserts that, because he and Alyeska could not have settled their AWHA claims without court approval, he would not have expected the release to cover them.
The question whether the release encompassed Shook’s AWHA claims is relevant to deciding whether Alyeska is entitled to offset any part of the severance payment against Shook’s AWHA claims. Alyeska does not argue that the release is an absolute bar to Shook’s claims.
We interpret contracts so as to “give effect to the reasonable expectations of the parties.”
Similarly, we give effect to the broad language of indemnity agreements, even as against the indemnitee’s own negligence.
The agreement Shook signed purports to release Alyeska “from any and all claims (other than claims for the payments provided for under this AGREEMENT), liabilities, demands and causes of action, known or unknown, ... arising from [Shook’s] employment or as a result of this separation of employment.” The parties’ broad language reveals an intention to resolve all possible claims arising from Shook’s employment; any claims not specifically reserved must be considered settled by the agreement.
Shook does not argue that settlement of employment-related claims falls into the public duty exception articulated in State v. Korean Air Lines.
We therefore conclude that the payment was intended to encompass any AWHA claim Shook had.
B. Private Settlement of AWHA Claims
The parties dispute whether an employer and employee can privately settle an AWHA claim. Their arguments focus on the effect of McKeown v. Kinney Shoe Corp.
That opinion concerned a class action for alleged AWHA violations. Kinney offered monetary settlements to the potential class members in exchange for waivers of “any rights [the employees] might have against Kinney ... for all of the claims which were or could have been asserted in the class action lawsuit [including] ... unpaid overtime, bonuses and certain deductions from paychecks.”
Alyeska argues that McKeown permits Alyeska to set off the separation payment against any recovery Shook could obtain. Alyeska reasons that, because the separation payment greatly exceeds Shook’s maximum possible recovery, including interest and liquidated damages, it “completely extinguishes” his claim.
Shook responds that “the offset in McKeown was for the money the settling employees had received for the very claims that were in dispute in that lawsuit.” He argues that McKeown is distinguishable from his case because “there is no indication that Alyeska or the separated employees considered potential claims based on AWHA violations when they entered into the severance agreements.”
The superior court distinguished McKeown from Shook’s case for the reasons Shook suggested. The court found that Alyeska made its severance payment “for a number of reasons, including maintaining good will with [Alyeska’s] employees generally.” The superior court therefore concluded that Alyeska was not clearly entitled to a setoff.
When Shook and Alyeska signed the agreement, the AWHA contained no provision that would have expressly rendered unenforceable a settlement agreement not approved by the Department of Labor or the court. The AWHA now has such a provision, AS 23.10.110(j). It applies to written settlements entered into after August 21, 1995. Shook and Alyeska entered into their agreement on April 18, 1995. Alaska Statute 23.10.110(j) therefore does not apply to the Shook-Alyeska agreement.
Our resolution of the public policy question turns on the rationale that controlled McKeown. McKeown contemplated a settlement in which the employee received less
If the liquidated damages available under the AWHA were meant mainly to compensate the wronged employee, one might reasonably argue that compromise or settlement by the wronged employee might be appropriate. Because the liquidated damages are not compensatory, an employee’s capacity to compromise or settle for a lesser amount should be extremely restricted! [21 ]
By contrast, the case at bar did not arise out of a settlement for less than the amount prescribed by the AWHA. Shook received about twice his maximum possible AWHA recovery, including compensatory and liquidated damages and interest. Assuming Shook also was entitled to recover costs and reasonable attorney’s fees,
IV. CONCLUSION
We REVERSE the order denying summary judgment to Alyeska and REMAND for entry of judgment for Alyeska on Shook’s individual claim. This result does not require dismissal of the class action. The class should have opportunity to substitute a new class representative.
. AS 23.10.055(9).
. The Separation Agreement and General Release states, in part:
EMPLOYEE accepts the benefits specified herein in full payment and satisfaction of all his rights and interests relating to his employment with ALYESKA and, in consideration therefore, EMPLOYEE hereby irrevocably releases and discharges ALYESKA ... from any and all claims ..., liabilities, demands and causes of action, known or unknown, fixed or contingent, which EMPLOYEE may have or claim to have arising from his employment or as a result of this separation of employment.
. AWHA claims are derived from Alaska statutes. AS 23.10.060 provides, in part:
Payment for overtime, (a) An employer who employs employees engaged in commerce or other business, or in the production of goods or materials in the state may not employ an employee for a workweek longer than 40 hours or for more than eight hours a day. This section does not apply to the employment of a person acting in a supervisory capacity.
(b) if an employer finds it necessary to employ an employee in excess of 40 hours a week or eight hours a day, compensation for the overtime at the rate of one and one-half times the regular rate of pay shall be paid.
(c) This section is considered included in all contracts of employment.
AS 23.10.110(a) provides, in part: "An employer who violates ... AS 23.10.060 is liable to an employee affected in the amount of ... unpaid overtime compensation ... and, except as provided in (d) of this section, in an additional equal amount as liquidated damages.”
AS 23.05.140(d) provides:
If an employer violates (b) of this section by failing to pay within three working days of termination, the employer may be required to pay the employee a penalty in the amount of the employee's regular wage, salary, or other compensation from the time of demand to the time of payment, or for 90 working days, whichever is the lesser amount.
.We review a superior court’s grant of summary judgment de novo. See Nielson v. Benton, 903 P.2d 1049, 1052 (Alaska 1995). Summary judgment is proper when the materials submitted show that "there is no genuine issue as to any material fact and that any party is entitled to a judgment as a matter of law.” Alaska R. Civ. P. 56(c). We interpret a release in the same manner as any other contract. See Schmidt v. Lashley, 627 P.2d 201, 204 n. 7 (Alaska 1981). We review de novo "a trial court's interpretation of a contract in which the underlying facts are undisputed.” Oaksmith v. Brusich, 774 P.2d 191, 195 (Alaska 1989).
. Wright v. Vickaryous, 598 P.2d 490, 497 (Alaska 1979).
. 852 P.2d 1146 (Alaska 1993).
. Id. at 1148.
. Id. at 1152.
. Id.
. See, e.g., Manson-Osberg Co. v. State, 552 P.2d 654, 659 (Alaska 1976) ("The better rule in modern cases is that the unambiguous language of an indemnity clause as 'reasonably construed' should be given effect, even if it does not contain words specifying indemnity for the indemnitee's own negligence.”) (citations omitted).
. See, e.g., State v. Korean Air Lines Co., 776 P.2d 315, 319 (Alaska 1989) (concluding "that to require indemnification for the State’s own negligence on the [airport] runways and taxiways would run afoul of the State's other obligations to the public”).
. See Martech Constr. Co. v. Ogden Envtl. Servs. Inc., 852 P.2d 1146, 1152 (Alaska 1993).
. The purposes of the AWHA are to “compensate those who labored in excess of the statutory maximum number of hours for the wear and tear of extra work and to spread employment through inducing employers to shorten hours because of the pressure of extra cost.” Jones v. Otis Eng'g Corp., 757 P.2d 50, 53 (Alaska 1988) (citations omitted).
. 820 P.2d 1068 (Alaska 1991).
. Id. at 1069.
. Id. at 1071.
. Id. at 1068 n. 4.
.See Stephan & Sons, Inc. v. Municipality of Anchorage, 629 P.2d 71, 78 & n. 19 (Alaska 1981) ("An agreement valid when made generally cannot be rendered invalid by a subsequent act of the legislature.”).
. McKeown, 820 P.2d at 1070 (emphasis added).
. See Grimes v. Kinney Shoe Corp., 938 P.2d 997, 998 (Alaska 1997); see also AS 23.10.110(c), (e).
.The AWHA has similar purposes to the FLSA and is based upon it. See Webster v. Bechtel, Inc., 621 P.2d 890, 895 (Alaska 1980).
Dissenting Opinion
joins, dissenting.
Although I agree that Alyeska may be entitled to offset some, or conceivably even all, of Shook’s severance payment, I do not agree that the entire amount of his severance should be automatically available for offset. In my view, the question of any potential offset contains unresolved factual issues.
The severance agreement required Shook to release Alyeska “from any and all claims, ... liabilities, and demands and causes of action, known or unknown, ... arising from [Shook’s] employment or as a result of this separation of employment.” As the court recognizes, McKeown v. Kinney Shoe Corp.
Absent proof that Shook had any other potentially viable claims against Alyeska, the court holds that his entire severance payment may be presumed to cover his AWHA claim. But this holding takes an unrealistic
That only one of these claims eventually materialized in Shook’s case, and that this claim is no longer within the terms covered by the severance package, hardly justify Alyeska in recharacterizing its entire severance payment as an advance deposit on Shook’s AWHA claim. With respect to other “known or unknown” potential claims against which Alyeska sought protection, it got precisely what it paid for when it made the payment- — security against the possibility of a claim by Shook. That these other risks have not actually materialized and may no longer be of concern to Alyeska cannot justify the company’s claim that its payment to insure against these risks was, in retrospect, unnecessary and should therefore now be credited against Shook’s potential AWHA recovery.
In my view, a more realistic approach in circumstances like these — where one narrow aspect of a global settlement and release is found invalid as against public policy — would be to hold that a right of offset arises as to the prorated amount of the total settlement payment that is attributable to the specific provision that is declared invalid and unenforceable. Applying this approach to Shook’s case would determine the portion of the total severance payment for which Alyeska could fairly be said to have received nothing, and for which it accordingly should be entitled to reimbursement or offset.
Shook’s right to pursue his AWHA claim should not depend on his ability to prove the non-existence of an offset. Rather, because Alyeska has the burden of proving both the existence of an offset right and the value of the offset, it should have to establish the portion of Shook’s overall settlement that was, at the time of payment, fairly allocable to the risk of a potential AWHA claim. If the manner in which Alyeska calculated the amount to be offered in its severance package precludes the company from prorating specific portions of the total settlement payments to particular categories of potential claims, then, in my view, the result would be a failure of proof, and Alyeska would be entitled to no offset at all. Only if Alyeska established that its severance package was actually designed to protect against nothing but the risk of AWHA claims should the entire settlement payment become available to offset a future AWHA claim.
Because the record in this case does not establish what portion, if any, of Shook’s total settlement should be available to offset any future AWHA recovery, I would hold that summary judgment based on a potential offset is not justified.
In any event, even accepting the court’s holding that the entire settlement is available to offset any AWHA recovery, I do not agree with the conclusion that Shook’s right to sue should be commensurate with his ability to prove the potential for a net overtime damage award. It is undisputed that Shook’s agreement with Alyeska is unenforceable to the extent that it includes an unapproved settlement of potential AWHA claims. The strong public interest in vindicating AWHA’s policy against unapproved settlements,
Particularly in the context of a class action that will continue regardless of Shook’s participation, the trial court could reasonably conclude that Shook’s dismissal as a class representative was unjustified. Alaska Civil Rule 23(c) gives trial courts broad discretion to define the membership of classes and subclasses, to segregate particular factual and legal issues for case-by-case determination,
Accordingly, I dissent.
. 820 P.2d 1068, 1069 (Alaska 1991) (holding that "employer and employee may [not] privately settle claims for liquidated damages arising under the Alaska Wage and Hour Act”).
. See id. at 1070 (“If the employer entices the private actor — the unpaid employee — to settle a legitimate claim, a violating employer may then escape without an adjudication of liability and without punitive sanction. An interpretation of the AWHA that would permit such escape countermands the very purpose of the liquidated damages provision.”).
Reference
- Full Case Name
- ALYESKA PIPELINE SERVICE COMPANY, an Alaska Corporation, Petitioner, v. Thomas SHOOK, and All Other Similarly Situated Employees, Respondents
- Cited By
- 10 cases
- Status
- Published