Hillinga v. Intercredit Corp.
Hillinga v. Intercredit Corp.
Opinion of the Court
Plaintiff/appellant Roelof Hillinga appeals the trial court’s order granting summary judgment to defendant/appellee Intercredit Corporation.
1. The record shows that pursuant to the terms of the parties’ employment agreement plaintiff was employed by defendant as its vice-president for sales and marketing for a three-year term commencing September 1, 1989. In April 1991 plaintiff submitted his letter of resignation and subsequently brought the present action for breach of contract seeking to enforce paragraph 10 and other provisions of the parties’ employment agreement. Subsection A of paragraph 10, described by plaintiff as an “employment security” provi
Defendant argues that the trial court’s grant of summary judgment should be upheld because the record does not establish a change in corporate ownership or control, which is a condition precedent to the enforcement of the contract provision. We agree and affirm the grant of summary judgment as to plaintiff’s claim under this provision. Although the parties presented conflicting evidence on the question of whether there had been the requisite shift in equity ownership or increase in the number of directors, the record establishes without dispute that the “unique difficulties” encountered by plaintiff were not “due to . . . new corporate ownership,” as is also required under the terms of the contract. Our review of the record shows that the incidents of “unique difficulties” recited by plaintiff in support of his right to recover under the contract were primarily attributable to the actions and policies of the president, CEO and largest shareholder of the corporation, Douglas Matthews. The record is likewise clear that Matthews occupied these positions during the entire period of plaintiff’s employment, and as plaintiff testified in his deposition, that the purpose of the provision in question was to protect certain management level employees in the event that Matthews lost control of the corporation. Lastly, we also note that some of the difficulties were neither “unique” to plaintiff nor precipitated by any alleged change in corporate control, but rather were the result of financial difficulties experienced by the corporation. Inasmuch as the record does not support plaintiff’s right to recover under paragraph 10 of the contract, the trial court’s order granting defendant’s motion for summary judgment as to that claim is affirmed.
2. Plaintiff also contends that defendant breached the terms of the employment agreement by improperly reducing his salary. Defendant does not dispute that plaintiff’s salary was reduced from that stated in the employment agreement, but argues that a portion of
Judgment affirmed in part and reversed in part.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.