Howard Wolfe, Plaintiff-appellant, v. American Airlines, Inc., Defendant-appellee, 64 F.3d 670 (10th Cir. 1995)

Tenth Circuit.

Aug. 21, 1995.

Before TACHA, LOGAN, and BRISCOE, C.J.

ORDER AND JUDGMENT¹ 

After examining the briefs and appellate record, this panel has determined unanimously to grant the parties' request for a decision on the briefs without oral argument. See Fed. R. App. P. 34(f) and 10th Cir. R. 34.1.9. The case is therefore ordered submitted without oral argument.

Plaintiff Howard Wolfe appeals from the district court's grant of summary judgment in favor of defendant American Airlines, Inc. The case stems from a suggestion plaintiff submitted to defendant under a company suggestion program. The issues on appeal are whether the district court correctly granted summary judgment by (1) holding defendant did not violate the terms of the suggestion program, (2) denying compensation on a quasi-contract basis, and (3) ruling that defendant did not unlawfully convert plaintiff's suggestion. We affirm.

During plaintiff's employment with defendant as a mechanic, he developed a method to repair damaged aircraft parts. He submitted the concept to defendant pursuant to its company suggestion program, "IdeAAs in Action." Under the program, suggestions are classified as either quantifiable or nonquantifiable. A quantifiable suggestion is one "whose monetary value to [defendant] can be calculated." Jt.App. 102. A nonquantifiable suggestion is one "whose monetary value to [defendant] cannot be calculated, e.g., safety, product improvement without savings, appearance, schedule dependability, etc." Id. Suggestions that add impetus to act on an item management already has under review are considered "trigger" items and are classified as nonquantifiable for purposes of awards. Id. at 105-06. Quantifiable suggestions are eligible for a minimum of 30,000 and a maximum of 7,500,000 award credits; nonquantifiable suggestions are eligible for a flat 15,000 award credits. All award credits are redeemable for merchandise; participants who have accumulated $20,000 value in award credits in a year may elect to accept up to fifty percent of the value in cash. Id. at 105.

Defendant initially rejected plaintiff's suggestion, but reevaluated it at his request. Analyst M.A. Mordecai made an estimate that defendant would avoid $963,060 in costs by adopting plaintiff's suggestion. However, according to Mordecai, neither the department responsible for implementing the suggestion nor the manager of the department whose budget would be affected agreed with his calculations.

The record contains several documents showing preliminary actions concerning plaintiff's suggestion. Ultimately, however, defendant categorized plaintiff's suggestion as a nonquantifiable trigger action item. It gave plaintiff 15,000 award credits.

On appeal the IdeAAs in Action Appeals Committee concluded that no actual savings could be quantified as a result of the suggestion, and closed their review. Plaintiff next complained to defendant's president without success.

Plaintiff then commenced a state court action for breach of contract and conversion of intellectual property. Defendant removed the case to federal court and moved to dismiss under Fed. R. Civ. P. 12(b) (6). Pursuant to the parties' agreement, the district court treated defendant's motion to dismiss as a motion for summary judgment. The district court concluded that the IdeAAs program documents granted defendant final authority over whether a suggestion was quantifiable, and that defendant had determined plaintiff's suggestion was a nonquantifiable trigger action item and paid plaintiff accordingly. The court also concluded that plaintiff's suggestion became defendant's property upon its submission; consequently, defendant could not be held liable for conversion. Accordingly, the district court granted summary judgment for defendant.

We review the grant or denial of summary judgment de novo, applying the same standard as the district court. Universal Money Ctrs., Inc. v. AT & T, 22 F.3d 1527, 1529 (10th Cir.), cert. denied, 115 S. Ct. 655 (1994). "Summary judgment is appropriate 'if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.' " Id. (quoting Fed. R. Civ. P. 56(c)). We examine the factual record and reasonable inferences therefrom in the light most favorable to the nonmoving party. Applied Genetics Int'l, Inc. v. First Affiliated Secs, Inc., 912 F.2d 1238, 1241 (10th Cir. 1990). If there is no genuine issue of material fact in dispute, we determine whether the district court correctly applied the law. Id.

* The parties agree, for purposes of this case, that the IdeAAs program rules (AA Regulation 145-14) and program handbook constitute a contract. Plaintiff argues summary judgment was improper on his breach of contract claim because a factual issue exists concerning whether his suggestion was quantifiable.

Although the program rules provide that a suggestion is quantifiable if its "monetary value to [defendant] can be calculated," Jt.App. 102, they also provide, " [d]ecisions of the company in determining eligibility, acceptance, or non-adoptions, and the amount of awards are final," id. at 103. Further, the program handbook states " [t]he Appeals Committee will determine the final decision." Id. at 220.

"Only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment. Factual disputes that are irrelevant or unnecessary will not be counted." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). Here it is irrelevant whether a trier of fact could find plaintiff's suggestion had monetary value; the Appeals Committee determined that no actual savings could be quantified. Under the terms of the contract, this decision was final.

Plaintiff relies on various rules of contract construction in an attempt to read out of the contract the language stating defendant makes the final decision on whether a suggestion is quantifiable. He argues that the contract should be construed against the drafter (i.e.defendant) because it is ambiguous; that the contract should be construed to give effect to the parties' intent which, he claims (relying on an obsolete program handbook) was the buying and selling of ideas; and that the contract must be construed as a whole.

We conclude the contract, construed as a whole, is unambiguous on the essential issue: defendant makes the final decision whether a suggestion is quantifiable. Because the language is unambiguous, it is the only legitimate evidence of the parties' intent. Founders Bank & Trust Co. v. Upsher, 830 P.2d 1355, 1362 (Okla.1992). The district court correctly granted summary judgment to defendant on the breach of contract claim.

II

Plaintiff also appears to argue that he is entitled to compensation under the theory of quasi- or implied-in-law contract. A quasi- or implied-in-law contract is a fictional contract imposed by law to adapt the case to a remedy. T & S Inv. Co. v. Coury, 593 P.2d 503, 504 (Okla.1979). No contract can be implied, however, where an express contract exists. Shumaker v. Hazen, 372 P.2d 873, 875 (Okla.1962). The parties agreed the IdeAAs program is an express contract; thus, the theory of quasi-contract is inapplicable. See In re Penn Central Transp. Co., 831 F.2d 1221, 1230 (3d Cir. 1987) (holding quasi-contract "may not be found if there is an express contract on the same subject").²  We hold plaintiff is not entitled to recover under the theory of quasi-contract.

III

Plaintiff asserts the district court erred when it granted summary judgment on the conversion claim.³  Conversion is an act of dominion "wrongfully exerted over another's personal property." Steenbergen v. First Fed. Sav. & Loan, 753 P.2d 1330, 1332 (Okla.1987) (emphasis added).

The program rules provide that " [a]ll suggestions submitted become the sole and exclusive property of [defendant]." Jt.App. 103. The employee suggestion form on which plaintiff submitted his idea just above the signature line provides "I (we) understand the terms and rules and agree that [defendant] has the absolute and exclusive right to the suggestion." Id. at 280. Plaintiff contends that because defendant refused to pay him, it did not obtain an exclusive property interest in his suggestion. We disagree. Defendant fully complied with the contract by determining that plaintiff's suggestion was nonquantifiable and awarding plaintiff appropriate credits. Therefore, defendant acquired the exclusive interest in plaintiff's suggestion. The district court properly granted defendant summary judgment on the conversion claim.

AFFIRMED.