Nature of the Case
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Facts
P was a global expert consulting firm that provided expert consulting services in litigation. D taught financial economics at the University of Strathclyde in Glasgow, Scotland. D joined P in May 2000. In December 2000, D was promoted to Managing Economist and in January 2002 he was promoted to Senior Managing Economist - the most senior position within the staff ranks. D was promoted to the rank of 'principal' in April 2006. Pursuant to this promotion, D executed an agreement where D agreed to perform and bill all of his professional consulting activities exclusively through P. D was expected to expand his consulting services and if those resources were not available at P, P would help D locate them. D was to get a $275,000 'base salary' and a bonus that would be paid according to the P Senior Staff Bonus Plan. The employment was 'at will.' The agreement contained an integration clause stating that it superseded 'all previous and contemporaneous oral negotiations, writings, and understandings between the parties concerning the subject matter of this agreement, and this agreement constitutes the entire agreement between us.' A year later, D was promoted to the rank of Director. D's base salary increased to $360,000 and provided for an additional annual bonus. D was eligible for an annual bonus based on achievement of performance goals established by Dr. Bajaj, with criteria including quality of work, amount of leverage, mentoring of staff, recruiting and business development. If awarded, it would be in an aggregate amount that is at least equal to the two semi-annual bonuses that would have been paid to you under the P Senior Staff Bonus plan for the same period. Annual bonuses were not guaranteed. D could earn bonuses in two ways: The Senior Staff Bonus (or effort bonus) was formulaically determined based on his billable hours as per P's normal policy for salaried senior staff. . . . This bonus was not guaranteed. . . . The second component of D's bonus, if any was awarded, was to be funded by certain portion of finder fees on cases in which he worked. .. . This bonus was paid at D's discretion. For the years 2007-2009, the majority of D's bonus came from this second component, of which finder fees funded over 90%. The Director Agreement provided for two advance payments on future annual bonuses: $250,000 payable on November 1, 2007; and $250,000 payable on April 1, 2008. Both were to be offset against future annual performance bonus. The agreement then provides for the rate of offset. In the first year after an advance payment, $16,666.67 would be deducted from that year's annual bonus amount. The agreement then provided that if employment terminates, D would owe the entire amount of the balance for each advance that has not been fully offset against actual bonuses. The Director Agreement contains an integration clause that states the 'Amendment supersedes all previous and contemporaneous oral negotiations, writings and understandings between the parties concerning the subject matter of this Amendment to the Principal Agreement.' It provided that the Principal Agreement remained in 'full force and effect' and 'constitutes D's entire agreement with P.' The integration clause provided that the Amendment 'does not change D's status as an at-will employee' and that any changes to the agreement would need to be made in a writing signed by all the parties. P received both advance bonuses. D claims that the bonuses were premised on P providing D with a platform to build and grow his existing practice. D conceded that nobody expressly promised that P would remain in business so that D could earn the bonuses asserted in the amortization schedule. D began to experience a number of departures of staff members and office closing. Staff decreased 31% for 2010. D asserts that the departures of individuals from the securities practice group made it 'impossible for D to perform his work and earn the bonuses that would enable him to cover the amortization amounts.' On September 3, 2010, D sent notice of his resignation, effective October 3, 2010. One day after his resignation from P, D became a director with BRG. By April 1, 2011, P's public filings revealed that the 'firm has fewer than 70 employees, the majority of whom management expects to leave within the next 30 days.' At the time of D's resignation, $366,790 in advanced bonus payments remained 'unreduced.' P demanded payment. P sued D for breach of contract and unjust enrichment. D filed a counterclaim asserting breach of contract, arguing that implicit in the Director Agreement was the 'promise by P that it would remain viable as an ongoing business and provide D with an opportunity to earn future bonuses as set forth in the amortization schedule.' D asserted a claim for breach of an oral agreement on the basis of an alleged oral agreement to pay him a bonus for working 10 of the 12 months in 2010. D seeks an equitable accounting to determine the bonus amount to which he is allegedly entitled. D asserts a claim for constructive discharge, alleging that LECG made his performance impossible 'due to the chaos and turmoil occurring at P that ultimately resulted in its insolvency.' Before the court are both parties motions for summary judgment.
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