may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (1998)
STATE OF MINNESOTA
IN COURT OF APPEALS
Munier Z. "Kade" Kadrie,
Upsher-Smith Laboratories, Inc.,
Filed June 22, 1999
Hennepin County District Court
File No.: 9711452
James R. Behrenbrinker, Mara R. Thompson, Sprenger & Lang, PLLP, 325 Ridgewood Avenue, Minneapolis, MN 55403; and
Paul C. Sprenger, Sprenger & Lang, PLLC, 1614 Twentieth St. NW, Washington, DC 20009 (for appellant)
Edward Fox, Doherty, Rumble & Butler, P.A., 2800 Minnesota World Trade Center, 30 East Seventh Street, St. Paul, MN 55101-4999 (for respondent and defendant)
Considered and decided by Shumaker, Presiding Judge, Randall, Judge, and Harten, Judge.
The district court granted summary judgment to respondent Upsher-Smith Laboratories, Inc., dismissing appellant Munier Z. Kadrie's claims of estoppel, misrepresentation, unjust enrichment, and breach of contract. Appellant contends that there are genuine fact issues for trial and that the district court misapplied the law. We affirm.
Pharmaceutical sales and marketing strategist Munier Kadrie applied for a job in 1988 with Upsher-Smith Laboratories, Inc., a small, closely held pharmaceutical business. He negotiated with Upsher-Smith's president and CEO, Kenneth Evenstad. Kadrie told Evenstad that he could make money for the company but that he wanted a "piece of the pie." By this Kadrie meant a percentage of the revenues he generated for the company. Kadrie told Evenstad that he needed "an equity stake" in Upsher-Smith and Evenstad said, "O.K., that's fine."
Upsher-Smith offered Kadrie a job. Kadrie accepted, thereby declining to pursue other employment opportunities. The company gave a Kadrie a signing bonus, a salary, the possibility of other bonuses, a 401(K) plan, and a profit-sharing plan. Kadrie alleges that Evenstad also promised that Kadrie would share directly in any growth he brought to the company.
Kadrie alleges that he contributed to the company's growth and that he asked Evenstad repeatedly about the "proposed equity share" only to be told that Evenstad was "working on it." Kadrie alleges that other corporate officers also assured him that he would receive his equity stake. Kadrie never received an equity interest or stock in Upsher-Smith, and, in 1995, Evenstad terminated him.
Kadrie sued. The district court granted Upsher-Smith's summary judgment motion, ruling that the "alleged oral agreement is too vague and indefinite as a matter of law to give rise to an enforceable agreement." The court also ruled that Kadrie waived any lost opportunity claims and failed to show fact issues on his other claims. Kadrie appealed.
Kadrie's claims, and his appeal, are premised on Upsher-Smith's alleged agreement, promise, or assurance that Kadrie would receive a percentage of ownership of the company. He characterizes this ownership variously as "equity stake," "5% equity," "a piece of the pie," "a compensation agreement," a "reasonable" percentage of the "growth in revenues or profits," and "a package." He admits that he has no evidence of anything more specific than these descriptions.
We agree with the district court that these vague and general descriptions of the alleged ownership agreement or promise do not raise genuine issue of material fact. The test of contract formation is objective, and is judged by the parties' words and actions rather than by their subjective intent. Cederstrand v. Lutheran Bhd., 263 Minn. 520, 532, 117 N.W.2d 213, 221 (1962); see also Ruud v. Great Plains Supply, Inc., 526 N.W.2d 369, 372 (Minn. 1995) (holding where alleged promise is vague and indefinite, claims for breach of contract, promissory estoppel, and fraud are properly dismissed); Cohen v. Cowles Media Co., 479 N.W.2d 387, 391 (Minn. 1992) (holding that to have actionable promissory estoppel, promise must be clear and definite); Lunning v. Land O'Lakes, 303 N.W.2d 452, 457-58 (Minn. 1980) (holding equitable estoppel claim requires definitive misrepresentation); Gryc v. Lewis, 410 N.W.2d 888, 891 (Minn. App. 1987) (holding plaintiff bears burden of proving terms of contract).
At the beginning of Kadrie's job with Upsher-Smith, the company sent a letter to him outlining compensation, insurance benefits, and the particulars of job performance. There was no mention of a prospective equity interest in the business. Kadrie signed and returned the letter. Despite nearly six years with the company, Kadrie is not able to point to any more specific and concrete evidence of the alleged agreement than his vague and indefinite descriptions. Furthermore, during the litigation Kadrie has changed his description of the agreement. He sometimes claimed that his share would come from equity and at other times from revenues or profits. He also varied his description of the form of the promised ownership share from stock, to cash, to "performance units." See Banbury v. Omnitrition Int'l, Inc., 533 N.W.2d 876, 881 (Minn. App. 1995) (holding that contradictory, self-serving affidavit does not create genuine fact issue).
Kadrie's unjust enrichment claim also fails for lack of genuine fact issues. To establish unjust enrichment, a claimant must show that another party knowingly received something of value to which it was not entitled and that it would be unjust to allow the party to retain the benefit without compensating the claimant. ServiceMaster v. GAB Bus. Servs., Inc., 544 N.W.2d 302, 306 (Minn. 1996). The record fails to show that Upsher-Smith received something of value from Kadrie that it was not entitled to receive.