Toporek v. R. R. Donnelley & Sons Company

Background

RRD terminated Toporek’s employment as a sales representative on August 1, 2023. Toporek alleged that RRD breached her employment contract and violated Minnesota statutes by failing to pay the full commissions she earned on a 2022 sales agreement with Pearson Education, Inc., and by terminating her after she sought the commissions she believed she was owed.

The parties’ Sales Compensation Plan listed an 18% commission rate for new clients in the first year and a 12% rate in the second year. RRD ultimately paid or set rates of 9% for the first year and 7% for the second year on the Pearson project. The parties disputed which rate was in effect, whether the Plan required RRD to place the account in a special-rate table and notify Toporek before changing the rate, and whether Toporek received the full amount due even if the 9% rate applied.

Toporek brought 12 counts: breach of contract; breach of the covenant of good faith and fair dealing; claims under Minnesota Statutes sections 181.101, 181.03, 181.13, 181.145, 181.032, 181.932, and 181.964; promissory estoppel; unjust enrichment; and procuring cause. RRD moved for summary judgment on all counts and moved to exclude the report of Toporek’s financial expert, Certified Public Accountant Arthur H. Cobb.

Summary-Judgment Rulings

The court held that genuine disputes of material fact prevented summary judgment on the breach-of-contract claim. The Plan gave Sales Management some discretion to change commission rates, but its provisions were reasonably open to more than one interpretation. The parties also disputed the commission rate in effect and whether Toporek was fully paid under that rate. The court therefore denied summary judgment on Count 1.

The court denied summary judgment on Count 3, under Minnesota Statutes section 181.101, because the same factual disputes remained about whether Toporek received the commissions owed under the Plan.

Count 4 involved two separate provisions of section 181.03. The court granted summary judgment on the subdivision 1 claim because Toporek had not alleged facts showing that RRD changed the commission rate with intent to defraud. The court denied summary judgment on the subdivision 6 retaliation claim because evidence—including statements about Toporek’s compensation complaints and the circumstances surrounding her termination—created a factual dispute about whether RRD retaliated against her for asserting wage rights.

The court granted summary judgment on Count 5, under section 181.13, because Toporek had not established that she made the required written demand for commissions after her discharge. The court granted summary judgment on Count 6 because Toporek conceded that section 181.145 did not apply and withdrew that count.

The court denied summary judgment on Count 7, under section 181.032, because factual disputes remained about whether RRD’s earnings statements adequately explained Toporek’s compensation and whether RRD provided the required written notice before changing the basis of her compensation.

The court denied summary judgment on Count 8, under section 181.932, because factual disputes remained about whether Toporek reported conduct that could constitute a violation of Minnesota law, whether she experienced an adverse employment action, and whether the report and termination were causally connected.

The court denied summary judgment on Count 9, under section 181.964, because factual disputes remained about whether Toporek’s refusal to sign a memorandum asserted rights under Minnesota’s personnel-record statutes and whether her termination implicated the statute’s retaliation protection.

The court granted summary judgment on Count 2 because it found the Plan to be a valid contract and noted that the Minnesota Supreme Court has not recognized an implied covenant of good faith and fair dealing in employment contracts. It also granted summary judgment on Counts 10, 11, and 12—promissory estoppel, unjust enrichment, and procuring cause—because the Plan was enforceable and Toporek had conceded those counts should be resolved for RRD if the court reached that conclusion.

Expert-Testimony Motion

The court denied RRD’s motion to exclude Cobb’s expert report under Federal Rule of Evidence 702. The court found Cobb qualified to address the financial issues and concluded that RRD’s objections concerning the report’s factual basis, relevance, methodology, legal terminology, and calculation errors were matters for cross-examination rather than grounds for exclusion.

Order

The court ordered that RRD’s motion for summary judgment was granted in part and denied in part. It was denied as to Counts 1, 3, 4 as to section 181.03, subdivision 6, 7, 8, and 9. It was granted as to Count 2, Count 4 as to section 181.03, subdivision 1, Counts 5, 6, 10, 11, and 12. RRD’s motion to exclude expert testimony was denied. The court further ordered that the opinion be filed under seal temporarily and required the parties, within five business days from the order’s date, to show cause why it should not be unsealed and to identify any portions they believed warranted redaction.