This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2002).
STATE OF MINNESOTA
IN COURT OF APPEALS
Xerotex Technologies Corporation,
Connectivity Products, Inc., et al.,
Hennepin County District Court
File No. CT98016419
Timothy J. Grande, Joanne H. Turner, Mackall, Crounse & Moore, PLC, 1400 AT&T Tower, 901 Marquette Avenue, Minneapolis, MN 55402 (for appellant)
Thomas C. Atmore, Kerry A. Evans, Leonard, O’Brien, Wilford, Spencer & Gale, Ltd., 55 East Fifth Street, Suite 800, St. Paul, MN 55101 (for respondent)
Considered and decided by Toussaint, Chief Judge, Kalitowski, Judge, and Halbrooks, Judge.
U N P U B L I S H E D O P I N I O N
Appellant Xerotex Corporation sued respondents Connectivity Products, Inc., et. al. for unpaid commissions after appellant was terminated as an independent sales representative. After a trial, the district court awarded the unpaid commissions but ruled that because respondents did not engage in willful or knowing conduct appellant was not entitled to treble damages or attorney fees under the applicable Massachusetts statute. Appellant contends: (1) the finding of the district court that respondents’ failure to pay the commissions resulted from clerical error was clearly erroneous; and (2) the district court erred in its interpretation of the Massachusetts statute. We affirm.
Findings of fact shall not be set aside unless clearly erroneous and due regard will be given to the opportunity of the trial court to judge the credibility of the witnesses. Minn. R. Civ. P. 52.01. In applying Minn. R. Civ. P. 52.01, “we view the record in the light most favorable to the judgment of the district court.” Rogers v. Moore, 603 N.W.2d 650, 656 (Minn. 1999) (citation omitted). This court will not reverse the district court’s judgment merely because we view the evidence differently. Id.; see Vangsness v. Vangsness, 607 N.W.2d 468, 474 (Minn. App. 2000) (stating “that the record might support findings other than those made by the [district] court does not show that the * * * findings are defective”). Rather, the court’s factual findings must be clearly erroneous or “manifestly contrary to the weight of the evidence or not reasonably supported by the evidence as a whole” to warrant reversal. Id. (quotation omitted). “Findings of fact are clearly erroneous only if the reviewing court is left with the definite and firm conviction that a mistake has been made.” Fletcher v. St. Paul Pioneer Press, 589 N.W.2d 96, 101 (Minn. 1999) (quotation omitted). And “[i]f there is reasonable evidence to support the district court’s findings, we will not disturb them.” Rogers, 603 N.W.2d at 656 (citation omitted).
Here, the district court found that respondents’ discrepancies in payments were due to clerical error. Appellant asserts that of the $48,563.65 in unpaid commissions that the district court awarded to it, the evidence indicates that only $11,935.02 is attributable to clerical error. We disagree. After reviewing the record, we conclude that the district court’s finding was not clearly erroneous.
There was significant testimony in the record from respondents regarding how respondents decided whether appellant was entitled to a commission. The testimony indicated that there were several legitimate reasons for failing to make payment, including data entry errors, a computer system changeover, and confusion regarding the meaning of the agreement. Moreover, respondents’ employees testified that there was never an intention not to pay appellant the commissions that it was owed. Because there is reasonable evidence in the record to support the district court’s finding that the discrepancy in payments was inadvertent, we cannot say the district court clearly erred by calling it clerical error, and we will not disturb the finding.
When a party fails to raise an issue before the trial court in a motion for amended findings or new trial, review on appeal is limited to whether the evidence supports the court’s findings of fact and whether those findings support the conclusions of law. Gruenhagen v. Larson, 310 Minn. 454, 246 N.W.2d 565, 569 (1976).
In appellant’s posttrial motion for amended findings, appellant separated the district court’s award of $48,563.65. Appellant stated that with regard to the district court’s decision that there was not a willful or knowing violation with respect to the full award of $48,563.65, appellant “accepts such a finding, for purposes of this Motion * * * .” Appellant went on to request that the district court review its award of $11,935.02, which appellant characterized as “that portion of the commissions awarded to [appellant] which [respondents] admitted * * * that they owed to [appellant].”
In bringing this appeal, appellant requested review of the district court’s ruling that there was not a willful or knowing violation with respect to the entire commission award. But because appellant failed to raise the issue of a willful or knowing violation with respect to the full award in its posttrial motion for amended findings, the scope of our review regarding the unchallenged portion of the award, $36,628.63, is limited to whether the evidence supports the district court’s findings of fact and whether those findings support the conclusions of law.
The district court determined that respondents’ failure to pay appellant commissions it was owed was due to clerical errors and that respondents’ errors were not willful or knowing conduct under Mass. Gen. Laws ch. 104, §§7-9. Having concluded that the district court did not err in finding that respondents’ failure to pay appellant’s commissions was due to clerical error, we must now review the district court’s conclusion that the clerical errors did not constitute willful or knowing conduct under Massachusetts law.
1. The Award of $11,935.02
Under Mass. Gen. Laws ch. 104, § 8, the terms of the agreement between the independent sales representative and the employer will determine when commissions are due. This section also states that all commissions that are due at the time of termination of a contract shall be paid within 14 days after the termination and commissions that become due after the termination shall be paid within 14 days after the date on which the commissions became due. Mass. Gen. Laws ch. 104, § 9 states that an employer who
willfully or knowingly fails to comply with provisions relating to the prompt payment of commissions set forth in section eight shall be liable to the sales representative in a civil action for the principal amount of the commissions owed and for an additional sum up to three times the amount of commissions and for reasonable attorney’s fees and court costs.
Appellant asserts that the definition of “willful” under Massachusetts law is “voluntary” as it applies to breach of contract cases. Appellant asserts that even if the reason for respondents’ refusal to fulfill the terms of the contract was due to a good-faith error, it is still considered a “willful” breach because it was a voluntary decision not to abide by the terms of the agreement. Douglas v. City of Lowell, 194 Mass. 268, 80 N.E. 510 (1907). We disagree.
The phrase “willful or knowing” is not defined in the statute at issue, nor is there any Massachusetts caselaw interpreting the phrase as it applies to this statute. But, Mass. Gen. Laws ch. 93A (93A) contains a “willful or knowing” standard and the Massachusetts courts have had opportunities to define “willful or knowing” as it applies in 93A.
In 93A, “willful or knowing” is “directed against callous and intentional violations of the law * * * .” Heller v. Silverbranch Const. Corp., 382 N.E.2d 1065, 1070 (Mass. 1978). The legislature “envisaged multiple damage awards against those defendants with a higher degree of culpability than that sufficient to ground simple liability.” Kansallis Finance Ltd. v. Fern, 659 N.E.2d 731, 738 (Mass. 1996). The Massachusetts Supreme Judicial Court has “emphasized the need to place a limit on punitive liability under c. 93A for ‘relatively innocent violations.’” Vmark Software, Inc. v. EMC Corp., 642 N.E.2d 587, 596 (Mass. 1994) (quotation omitted). A 93A offense may even be grievous without being knowing or willful. Id.
Applying the “willful or knowing” interpretation from 93A to the statute at issue, we conclude that the district court did not err in determining that the nonpayment of admittedly owed commissions due to clerical errors does not rise to the level of a willful or knowing violation. And the district court correctly determined that the Massachusetts statute does not require automatic trebling anytime there is a failure to pay owed commissions. The district court’s denial of appellant’s request for amended findings is supported by the evidence and, as the court noted, appellant’s lack of evidence that the failure to pay the amount admittedly owed was “willful or knowing” under Massachusetts law.
2. The Award of $36,628.63
We now address whether the district court’s conclusion that respondents’ conduct regarding the failure to pay the balance of the damage award was not willful or knowing is supported by the findings and whether these findings are supported by the record. Respondents’ employees testified that there was never an intention to not pay appellant commissions that he was owed. In addition, respondents presented evidence indicating that there was both confusion over the proper interpretation of appellant’s agreement and data entry errors. This evidence supports the district court’s finding that the failure to pay commissions owed was based on error. And this finding supports the district court’s conclusion that there was no willful or knowing conduct with regard to the failure to pay the commissions.