ATLANTA, GA, August 16, 2023: Drew Beal and Milinda Brown argued the case of Roger Stonecipher v. Pangborn LLC and United Generations, LLC in the Court of Appeals recently, and broke new legal ground. Milinda and Drew filed a breach of contract claim against Roger’s former employer for refusing to pay him his bonus after his termination. His employer had argued that the severance agreement with Roger was unclear, and they needed to introduce evidence of their entire bonus structure to explain why they did not owe the bonus payments. The court concluded that when a contract includes a merger clause that specifically excludes and supersedes a particular document, that particular document cannot be considered by a court using extrinsic evidence to determine the intent of the parties even if one of the parties argues it is essential to understanding the parties’ intent. Also, the Georgia Court of Appeals affirmed the trial court’s ruling in their client’s favor regarding his bad faith and breach of good faith and fair dealing claims.
The case arises from a contract entered into by Mr. Stonecipher and the defendants in February of 2020 after Mr. Stonecipher was separated from employment with Pangborn LLC. He had been the President of Pangborn LLC from 2017 until 2020 and much of his compensation came from the Long Term Incentive Plan (LTIP). Shortly after his termination, however, the defendants walked back that agreement, arguing that an amendment to the LTIP and the audited financials impacted the amount owed to Mr. Stonecipher. Drew and Milinda argued that the original terms of the Separation Agreement terms should prevail.
The Court of Appeals ruled that the evidence was undisputed that Defendants acted in bad faith and in violation of their duties of good faith and fair dealing by attempting to alter the terms of the severance and the bonus plan, which they have admitted in discovery they had no right to do.
Milinda Brown shared: “By ruling in favor of our client, our client is happy and we feel vindicated.”
Read the opinion here.