Bennett v. Computer Task Group, Inc.
Bennett v. Computer Task Group, Inc.
Opinion of the Court
—Awritten employment agreement provides, in part, that “[employer], for payroll and withholding purposes, will comply with all applicable federal and state laws, and regulations.” In a breach of contract action by the employee seeking overtime wages under the Washington Minimum Wage Act (WMWA), does the six-year limitations period apply? Because this action is neither one upon “a contract in writing” ■ nor one for a “liability express or implied arising out of a written agreement,” as provided by RCW 4.16.040(1), the six-year statute does not apply. Accordingly, we affirm the summary dismissal of the action to the extent Steven Bennett relies on the six-year statute.
The material facts are undisputed. Bennett began working for Computer Task Group, Inc., (CTG) as a computer consultant in March 1996. When CTG hired him, Bennett signed an employment agreement that provides, in pertinent part, that “CTG, for payroll and withholding purposes, will comply with all applicable federal and state laws and regulations.”
On June 16, 2000, Bennett commenced this action for unpaid overtime. He sought relief under the WMWA, and also claimed that CTG breached the employment agreement. On cross-motions for summary judgment, the trial court applied the three-year statute of limitations applicable to the WMWA to both of Bennett’s claims. The court granted partial summary judgment in Bennett’s favor for overtime work performed, concluding that he was entitled to recover overtime under the WMWA for work performed after June 16, 1997. But the court granted summary judgment in CTG’s favor for overtime wages claimed prior to June 16, 1997, more than three years before the commencement of this action.
Bennett appeals the partial summary judgment in favor of CTG.
Six-Year Limitations Period
The three-year statute of limitations applies to actions under the WMWA.
We will affirm an order granting summary judgment if there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law.
Bennett does not dispute that the three-year statute of limitations codified at RCW 4.16.080(3) applies to his claim for overtime pay under the WMWA for work performed after June 16,1997. But he argues that the six-year statute of limitations governing actions on written contracts applies to his claim that CTG breached his employment agreement by failing to pay overtime pay for the period prior to June 16, 1997.
There is no express reference to the WMWA in the contract. Likewise, the contract contains no express promise to pay overtime. Bennett relies on that portion of his contract stating that “for payroll purposes,” CTG will “comply with all applicable ... state laws.” He maintains that CTG breached this provision by failing to pay him overtime wages as required by the WMWA. Thus, his theory is that the employment agreement incorporates the WMWA but does not incorporate the statute of limitations applicable to that act. Rather, he argues that the incorporation of the WMWA into the written contract also incorporates the six-year statute applicable to certain writings. We do not agree.
The following actions shall be commenced within six years:
(1) An action upon a contract in writing, or liability express or implied arising out of a written agreement.
In Bicknell v. Garrett,
In Halver v. Welle,
We have since followed Halver and Bicknell in evaluating the applicability of the six-year statute.
The trial court concluded that both claims sounded in tort, and summarily dismissed the action as barred by the three-year statute of limitations applicable to tort claims.
Here, the above cases support our conclusion that the six-year statute does not apply. Bennett’s action is not one “upon a contract in writing” because his employment contract does not contain an express promise to pay overtime. The contractual provision upon which Bennett relies simply states that “CTG, for payroll and withholding purposes, will comply with all applicable federal and state laws and regulations.” Absent such an express promise, Bennett’s claim for overtime wages is not one “upon a contract in writing” within the meaning of the six-year statute of limitations.
Because CTG’s obligation to pay overtime arises from the WMWA, a source external to the contract, Bennett’s action is not one upon “a liability express or implied arising out of a written agreement.” Like the Michigan statute in Bicknell imposing superadded liability, the WMWA imposes a requirement on CTG to pay overtime wages under certain circumstances. The six-year statute does not apply here any more than it did in Bicknell. We note that CTG would have to comply with applicable state law even in the absence of its contractual promise to do so. CTG’s liability for overtime
Bennett relies on two cases addressing shareholder liability under stock subscription agreements to support his argument that the six-year statute of limitations should apply.
In Guaranty Trust Co. v. Scoon, the receiver of an insolvent corporation brought suit to collect unpaid stock subscriptions, which referred to state constitutional provisions regarding stockholder liability for corporate debts.
Here, in contrast, it is clear that Bennett’s claim does not rest on an express promise in the employment contract. Any liability on CTG’s part for overtime pay arises from the
Bennett’s reliance on Guaranty Trust Co. v. Satterwhite is similarly misplaced. There, as in Scoon, the receiver of an insolvent corporation brought suit against a stockholder for unpaid stock subscriptions. By the time of our Supreme Court’s decision, the Legislature had enacted a statute addressing the liability of stockholders for unpaid stock subscriptions.
But the fact that our Supreme Court has held that an action to recover unpaid stock subscriptions is based on contract does not require application of the six-year statute to Bennett’s claim. It is unclear from reading Satterwhite whether the contract even mentions the statute. Because Satterwhite is silent on this important point, it does not help Bennett.
Bennett also relies on two consolidated cases addressing an insurance company’s liability for uninsured motorist (UIM) coverage to support his argument that the six-year statute applies to his claim.
At issue in each case was whether the six-year contract statute of limitations or the three-year tort statute of limitations applied to the insured’s claim for uninsured motorist benefits. Under each policy, Safeco promised to pay damages that the insured was “legally entitled to recover”
But Safeco Insurance Co. v. Barcom is distinguishable because the insurer’s obligation to pay UIM benefits arose from the contract.
Both parties spend considerable time debating whether or not CTG’s promise to comply with applicable state law incorporated the WMWA plus the three-year and six-year limitations statutes into the contract. They both rely on Wagner v. Wagner
that parties are presumed to contract with reference to existing statutes and a statute which affects the subject matter of a contract is incorporated into and becomes a part thereof. If the parties to a contract wish to provide for other legal principles to govern their contractual relationship, they must be expressly set forth in the contract. Absent a clear intent to the contrary disclosed by the contract, the general law will govern.[34 ]
Wagner did not address the statute of limitations issue now before us. Thus, it is not helpful in addressing that question.
Finally, Bennett mistakenly relies on Albee v. Village of Bartlett
The court rejected the Village’s arguments that the documents did no more than reflect its obligations under the FLSA. It instead concluded that the detailed measures adopted by the Village and set forth in those documents constituted “precise promises” that created an additional contractual obligation.
In sum, we hold that the six-year limitations period for breach of a written contract does not apply because Bennett’s claim for overtime pay is not one “upon a contract in writing” or upon “a liability express or implied arising out of a written agreement.”
We affirm the summary judgment order.
Grosse and Kennedy, JJ., concur.
ROW 49.46.130(1) (“Except as otherwise provided in this section, no employer shall employ any of his employees for a work week longer than forty hours unless such employee receives compensation for his employment in excess of the hours above specified at a rate not less than one and one-half times the regular rate at which he is employed.”).
See Seattle Prof l Eng’g Employees Ass’n v. Boeing Co., 139 Wn.2d 824, 837, 991 P.2d 1126 (2000) (claims under the WMWA are analogous to claims for unjust enrichment, not tort claims, and are subject to the three-year statute of limitations contained in ROW 4.16.080(3)).
CR 56(c); Kruse v. Hemp, 121 Wn.2d 715, 722, 853 P.2d 1373 (1993).
Mains Farm Homeowners Ass’n v. Worthington, 121 Wn.2d 810, 813, 854 P.2d 1072 (1993).
Washburn v. Beatt Equip. Co., 120 Wn.2d 246, 263, 840 P.2d 860 (1992) (whether the statute of limitations bars a suit is a legal question); ITT Rayonier, Inc. v. Dalman, 67 Wn. App. 504, 507, 837 P.2d 647 (1992) (where the parties do not dispute the material facts and the only issues are questions of law, our review is de novo).
1 Wn.2d 564, 96 P.2d 592 (1939).
Bicknell, 1 Wn.2d at 570.
Bicknell, 1 Wn.2d at 571.
44 Wn.2d 288, 266 P.2d 1053 (1954).
Halver, 44 Wn.2d at 294.
Halver, 44 Wn.2d at 295.
Halver, 44 Wn.2d at 294-95.
See Davis v. Davis Wright Tremaine, L.L.P., 103 Wn. App. 638, 656, 14 P.3d 146 (2000), review denied, 32 P.3d 285 (2001).
Davis v. Davis Wright Tremaine, L.L.P., 103 Wn. App. 638, 641, 14 P.3d 146 (2000), review denied, 32 P.3d 285 (2001).
Davis, 103 Wn. App. at 642.
Davis, 103 Wn. App. at 643.
ROW 4.16.080(2) (three-year statute of limitations for tort claims).
Davis, 103 Wn. App. at 645.
Davis, 103 Wn. App. at 641. See RCW 4.16.040(1).
Davis, 103 Wn. App. at 652.
Davis, 103 Wn. App. at 652-53.
Davis, 103 Wn. App. at 654.
See Halver, 44 Wn.2d at 291 (“ ‘A liability created by statute is one in which no element of agreement enters. It is an obligation which the law creates in the absence of an agreement.’ ”) (quoting Or.-Wash. R. & Navig. Co. v. Seattle Grain Co., 106 Wash. 1, 8, 178 P. 648 (1919)).
Guar. Trust Co. v. Scoon, 144 Wash. 33, 256 P. 74 (1927); Guar. Trust Co. v. Satterwhite, 2 Wn.2d 252, 97 P.2d 1055 (1940).
Guar. Trust Co. v. Scoon, 144 Wash. 33, 34, 256 P. 74 (1927).
Scoon, 144 Wash, at 35-36.
That statute stated that “ ‘[e]ach and every stockholder shall be personally hable to the creditors of the company, to the amount of what remains unpaid upon his subscription to the capital stock.’ ” Guar. Trust Co. v. Satterwhite, 2 Wn.2d 252, 265, 97 P.2d 1055 (1940) (quoting Rem. Rev. Stat. § 3824).
Satterwhite, 2 Wn.2d at 266.
Safeco Ins. Co. v. Barcom, 112 Wn.2d 575, 773 P.2d 56 (1989).
Safeco, 112 Wn.2d at 579.
Safeco, 112 Wn.2d at 580.
112 Wn.2d 575, 773 P.2d 56 (1989).
95 Wn.2d 94, 621 P.2d 1279 (1980).
Wagner, 95 Wn..2d at 98-99 (citations omitted).
861 F. Supp. 680 (N.D. Ill. 1994).
Albee, 861 F. Supp. at 690.
Albee, 861 F. Supp. at 691.
Albee, 861 F. Supp. at 692.
Reference
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