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Nuzzo v. Nuzzo Campion Stone Enterprises, Inc.

Supreme Court of Rhode Island

April 21, 2016

James F. Nuzzo
v.
Nuzzo Campion Stone Enterprises, Inc. f/k/a Corriveault Holdings, Inc.

Providence County Superior Court, Jeffrey A. Lanphear, Associate Justice.

For Plaintiff: David M. Campbell, Esq.

For Defendant: Andrew J. Tine, Esq.

Present: Suttell, C.J., Goldberg, Flaherty, Robinson, and Indeglia, JJ.

OPINION

William P. Robinson III, Associate Justice.

The plaintiff, James F. Nuzzo, appeals to the Supreme Court from a judgment of the Providence County Superior Court. At issue in the jury-waived trial were a number of disputes between the parties that arose after the defendant corporation, Nuzzo Campion Stone Enterprises, Inc. (NCS), was purchased by its present owner.[1] After a two-day trial and after addressing various post-trial submissions, the trial justice held that Mr. Nuzzo was not entitled to commissions on orders that had been placed prior to his termination, but not actually paid for by customers of NCS until after his termination. The trial justice further held that NCS, as counterclaimant, was due $16, 898.20 for both "work in progress" and warranty work pursuant to the Asset Purchase Agreement signed by the parties.[2] Mr. Nuzzo contends that the trial justice erred in determining that he was not entitled to commissions for orders that had been placed, but not actually paid for, prior to his termination. He also contends that the trial justice erred in awarding NCS $16, 898.20 on its counterclaim. This case came before the Supreme Court pursuant to an order directing the parties to appear and show cause why the issues raised in this appeal should not be summarily decided. After a close review of the record and careful consideration of the parties' arguments (both written and oral), we are satisfied that cause has not been shown and that this appeal may be decided at this time.

For the reasons set forth in this opinion, we affirm the judgment of the Superior Court.

I

Facts and Travel

On May 23, 2008, plaintiff filed a complaint, in which he alleged that he was owed a total of $133, 816 in unpaid commissions and severance pay in accordance with his understanding of the Sales Commission Agreement signed by the parties.[3] He contended that he had earned sales commissions in the amount of $119, 663. He acknowledged that NCS had already paid him $15, 761 in commissions, leaving $103, 901 in allegedly unpaid sales commissions. In addition, he alleged that NCS owed him a severance payment of twenty-five percent of the commissions allegedly due to him, which would amount to $29, 915.[4]

In its answer, the defendant corporation denied that it owed Mr. Nuzzo the sales commissions that he alleged were due to him; and it filed a counterclaim for breach of contract, alleging that plaintiff had failed to indemnify NCS for certain amounts covered by the terms of the Asset Purchase Agreement.

On February 4, 2013, the parties entered into a "Statement of Agreed Facts, " in which they stipulated to the following pertinent facts: (1) that plaintiff formerly owned and operated the defendant corporation, which sold stone and tile; (2) that plaintiff and Rita Campion (plaintiff's wife) were shareholders of the defendant corporation until it was sold in October of 2006 pursuant to the terms of the document referred to as the Asset Purchase Agreement; (3) that, in connection with the sale, plaintiff entered into the Sales Commission Agreement; (4) that plaintiff developed and procured sales for the defendant corporation from November of 2006 until he was terminated on April 30, 2007; (5) that the sales that occurred between the sale of the defendant corporation and plaintiff's termination amounted to $1, 120, 766; and (6) that plaintiff had received $15, 761 in compensation in connection with those sales.

Reduced to its essentials, this case centers around a dispute concerning two documents signed by the parties-viz., the Sales Commission Agreement and the Asset Purchase Agreement. The Sales Commission Agreement was admitted as a full exhibit at trial. The relevant portions of that document (contained in sections 6(a) and 6(b)) read as follows:

"6. Compensation. (a) General Sales. * * * Commissions shall be deemed to have been earned when an order is paid in full, unless ...

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