{ "id": 9082934, "name": "HARRY C. SALVAGGIO, Plaintiff-Appellee v. NEW BREED TRANSFER CORP., Defendant-Appellant", "name_abbreviation": "Salvaggio v. New Breed Transfer Corp.", "decision_date": "2002-06-18", "docket_number": "No. COA01-1057", "first_page": "688", "last_page": "692", "citations": [ { "type": "official", "cite": "150 N.C. App. 688" } ], "court": { "name_abbreviation": "N.C. Ct. App.", "id": 14983, "name": "North Carolina Court of Appeals" }, "jurisdiction": { "id": 5, "name_long": "North Carolina", "name": "N.C." }, "cites_to": [ { "cite": "358 S.E.2d 566", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1987, "pin_cites": [ { "page": "569" } ], "opinion_index": 0 }, { "cite": "86 N.C. App. 506", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 12135863 ], "year": 1987, "pin_cites": [ { "page": "510" } ], "opinion_index": 0, "case_paths": [ "/nc-app/86/0506-01" ] }, { "cite": "N.C. Gen. Stat. \u00a7 24-5", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "weight": 4, "pin_cites": [ { "page": "(a)" }, { "page": "(a)" }, { "page": "(a)" }, { "page": "(a)" } ], "opinion_index": 0 }, { "cite": "452 S.E.2d 807", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1994, "pin_cites": [ { "parenthetical": "\"where the trial court sits without a jury, the court's findings of fact are conclusive if supported by competent evidence, even though other evidence might sustain contrary findings\"" } ], "opinion_index": 0 }, { "cite": "338 N.C. 514", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 2519559, 2521484, 2518991, 2520368, 2517306 ], "year": 1994, "pin_cites": [ { "parenthetical": "\"where the trial court sits without a jury, the court's findings of fact are conclusive if supported by competent evidence, even though other evidence might sustain contrary findings\"" } ], "opinion_index": 0, "case_paths": [ "/nc/338/0514-04", "/nc/338/0514-02", "/nc/338/0514-03", "/nc/338/0514-05", "/nc/338/0514-01" ] }, { "cite": "447 S.E.2d 471", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1994, "pin_cites": [ { "page": "477", "parenthetical": "\"where the trial court sits without a jury, the court's findings of fact are conclusive if supported by competent evidence, even though other evidence might sustain contrary findings\"" } ], "opinion_index": 0 }, { "cite": "116 N.C. App. 215", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8523140 ], "year": 1994, "pin_cites": [ { "page": "224-25", "parenthetical": "\"where the trial court sits without a jury, the court's findings of fact are conclusive if supported by competent evidence, even though other evidence might sustain contrary findings\"" } ], "opinion_index": 0, "case_paths": [ "/nc-app/116/0215-01" ] }, { "cite": "366 S.E.2d 480", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1988, "pin_cites": [ { "page": "484" } ], "opinion_index": 0 }, { "cite": "322 N.C. 77", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 2517981 ], "year": 1988, "pin_cites": [ { "page": "83" } ], "opinion_index": 0, "case_paths": [ "/nc/322/0077-01" ] }, { "cite": "385 S.E.2d 553", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1989, "pin_cites": [ { "page": "556" } ], "opinion_index": 0 }, { "cite": "96 N.C. App. 312", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8521830 ], "year": 1989, "pin_cites": [ { "page": "317" } ], "opinion_index": 0, "case_paths": [ "/nc-app/96/0312-01" ] }, { "cite": "500 S.E.2d 108", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1998, "pin_cites": [ { "page": "111", "parenthetical": "quoting International Paper Co. v. Corporex Constructors, Inc., 96 N.C. App. 312, 317, 385 S.E.2d 553, 556 (1989)" } ], "opinion_index": 0 }, { "cite": "129 N.C. App. 525", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 11651300 ], "year": 1998, "pin_cites": [ { "page": "528", "parenthetical": "quoting International Paper Co. v. Corporex Constructors, Inc., 96 N.C. App. 312, 317, 385 S.E.2d 553, 556 (1989)" } ], "opinion_index": 0, "case_paths": [ "/nc-app/129/0525-01" ] }, { "cite": "428 S.E.2d 206", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 1993, "pin_cites": [ { "page": "209" }, { "page": "209" } ], "opinion_index": 0 }, { "cite": "109 N.C. App. 451", "category": "reporters:state", "reporter": "N.C. 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App.", "case_ids": [ 11890143 ], "year": 1996, "pin_cites": [ { "page": "553" } ], "opinion_index": 0, "case_paths": [ "/nc-app/124/0548-01" ] }, { "cite": "554 S.E.2d 863", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2001, "pin_cites": [ { "page": "866" } ], "opinion_index": 0 }, { "cite": "147 N.C. App. 262", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 9379074 ], "year": 2001, "pin_cites": [ { "page": "266-67" } ], "opinion_index": 0, "case_paths": [ "/nc-app/147/0262-01" ] }, { "cite": "246 S.E.2d 773", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1978, "pin_cites": [ { "page": "777" } ], "opinion_index": 0 }, { "cite": "295 N.C. 500", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8564714 ], "year": 1978, "pin_cites": [ { "page": "506" } ], "opinion_index": 0, "case_paths": [ "/nc/295/0500-01" ] }, { "cite": "524 S.E.2d 568", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2000, "opinion_index": 0 }, { "cite": "351 N.C. 330", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 1155607 ], "year": 2000, "opinion_index": 0, "case_paths": [ "/nc/351/0330-01" ] }, { "cite": "518 S.E. 2d 17", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1999, "pin_cites": [ { "page": "23" } ], "opinion_index": 0 }, { "cite": "134 N.C. App. 391", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 11144899 ], "year": 1999, "pin_cites": [ { "page": "397" } ], "opinion_index": 0, "case_paths": [ "/nc-app/134/0391-01" ] } ], "analysis": { "cardinality": 557, "char_count": 10804, "ocr_confidence": 0.763, "pagerank": { "raw": 1.0661730109587634e-07, "percentile": 0.5584246417455226 }, "sha256": "20a7e348407e527846b6b9e8dc351d86658d3bb6f7e5ba05c58a9aced3e21679", "simhash": "1:a5b3e52ef43dae36", "word_count": 1735 }, "last_updated": "2023-07-14T19:52:10.836930+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Judges MCCULLOUGH and BRYANT concur." ], "parties": [ "HARRY C. SALVAGGIO, Plaintiff-Appellee v. NEW BREED TRANSFER CORP., Defendant-Appellant" ], "opinions": [ { "text": "WALKER, Judge.\nPlaintiff initiated this action on 17 May 1999 alleging defendant had breached the compensation provision of an employment agreement negotiated between the parties. The pertinent facts are not in dispute. Defendant is a New Jersey corporation engaged in the \u201cacquisition, movement and transfer of materials and finished products.\u201d On 6 January 1997, plaintiff began working as a Project Controller for defendant\u2019s Greensboro affiliate. On that day, the parties executed an \u201cEmployment, Confidentiality and Non-Compete Agreement\u201d (the Agreement). Section 2 of the Agreement stated in relevant part:\nCOMPENSATION: In consideration of the services rendered hereunder, [defendant] agrees to pay to [plaintiff] an annual salary of $68,000.00 per annum, less deductions. Also.. .[plaintiff] will accrue a bonus of $12,000.00, less deductions, at the end of the first full year of employment. An additional $12,000.00 bonus, less deductions, will accrue at the end of the second year of employment. The full $24,000.00 bonus, less deductions, will be payable upon the completion of the second year of employment.\nIn March 1998, plaintiff voluntarily terminated his employment with defendant. Thereafter, he sent a letter to defendant requesting payment of a $12,000.00 bonus which defendant refused.\nThe trial court concluded that the language in Section 2 pertaining to the payment of a bonus is ambiguous. Thereafter, based on the stipulations and evidence presented at trial, the trial court found that the parties had intended plaintiff \u201cwould have a vested right to receive a bonus of $12,000.00, and that this bonus would be payable two years from the date of hiring.\u201d It then concluded defendant had breached the agreement and therefore plaintiff should recover $12,000.00 minus deductions. However, the trial court also concluded defendant had a \u201cgood faith basis\u201d for disputing plaintiffs claim and ordered defendant only to pay plaintiff $12,000.00 minus deductions \u201ctogether with interest at the legal rate from the date of this Judgment until paid . . .\nI.\nWith its appeal, defendant maintains the trial court erred, as a matter of law, in concluding the language of Section 2 is ambiguous. Rather, it contends the language \u201cplainly and unambiguously\u201d conditions plaintiff\u2019s receipt of bonus compensation upon his completing two years of employment.\nThe principal objective in the interpretation of a contract\u2019s provisions is to ascertain the intent of the parties. Holshouser v. Shaner Hotel Grp. Props. One, 134 N.C. App. 391, 397, 518 S.E. 2d 17, 23 (1999), aff\u2019d, per curiam, 351 N.C. 330, 524 S.E.2d 568 (2000). Where the language of a contract is \u201cclear and only one reasonable interpretation exists, the courts must enforce the contract as written . . . .\u201d Woods v. Nationwide Mut. Ins. Co., 295 N.C. 500, 506, 246 S.E.2d 773, 777 (1978). However, if a contract contains language which is ambiguous, a factual question exists, which must be resolved by the trier of fact. Crider v. Jones Island Club, Inc., 147 N.C. App. 262, 266-67, 554 S.E.2d 863, 866 (2001).\n\u201cThe trial court\u2019s determination of whether the language of a contract is ambiguous is a question of law [and an appellate court\u2019s] review of that determination is de novo.\u201d Bicket v. McLean Securities, Inc., 124 N.C. App. 548, 553, 478 S.E.2d 518, 521 (1996), disc. rev. denied, 346 N.C. 275, 487 S.E.2d 538 (1997) (citations omitted). An ambiguity exists where the \u201clanguage of a contract is fairly and reasonably susceptible to either of the constructions asserted by the parties.\u201d Glover v. First Union National Bank, 109 N.C. App. 451, 456, 428 S.E.2d 206, 209 (1993). Stated differently, a contract is ambiguous when the \u201cwriting leaves it uncertain as to what the agreement was . . . .\u201d Barrett Kays & Assoc. v. Colonial Building Co., 129 N.C. App. 525, 528, 500 S.E.2d 108, 111 (1998) (quoting International Paper Co. v. Corporex Constructors, Inc., 96 N.C. App. 312, 317, 385 S.E.2d 553, 556 (1989)). \u201cThe fact that a dispute has arisen as to the parties\u2019 interpretation of the contract is some indication that the language of the contract is, at best, ambiguous.\u201d St. Paul Fire & Marine Ins. Co. v. Freeman-White Assoc., Inc., 322 N.C. 77, 83, 366 S.E.2d 480, 484 (1988); see also Glover, 109 N.C. App. at 456, 428 S.E.2d at 209.\nHere, Section 2 provides that plaintiff \u201cwill accrue a bonus of $12,000.00, less deductions\u201d at the end of his first full year of employment. It also provides that the full bonus \u201cwill be payable upon the completion of the second year of employment.\u201d The ordinary meaning of \u201caccrue\u201d is \u201c[t]o come into existence as a claim that is legally enforceable.\u201d The American Heritage College Dictionary 9 (3d ed. 1997). Plaintiff maintains the parties use of the word \u201caccrue\u201d demonstrates their intention that he would be entitled to a $12,000.00 bonus upon the completion of his first year of employment. Nonetheless, he concedes that he would not receive the bonus until two years after his start date. In contrast, defendant argues the language in Section 2 demonstrates the parties\u2019 intention that plaintiff would only be entitled to a bonus if he completed the full two years of employment. To accept either of the parties\u2019 interpretations would require us to alter the expressed language of Section 2. Thus, we conclude Section 2 is uncertain as to the parties\u2019 agreement concerning whether plaintiff would be entitled to a $12,000.00 bonus if he elected to terminate his employment after working only one year. As such, we agree with the trial court\u2019s conclusion that the language of Section 2 is ambiguous.\nAdditionally, the record supports the trial court\u2019s finding that the parties intended that plaintiff would be entitled to a $12,000.00 bonus, even if he voluntarily terminated his employment during his second year. Plaintiff testified that during employment negotiations, he informed defendant of his desire for an annual compensation of $80,000.00. Defendant replied that, because of its financial condition, it could meet plaintiff\u2019s requirement only if his compensation were structured as an annual salary of $68,000.00 with a $12,000.00 bonus and the parties agreed to defer paying the bonus for two years. Further, defendant\u2019s Chief Executive Officer, Louis DeJoy (Mr. DeJoy), testified that he interpreted Section 2 to mean that plaintiff would only be entitled to a $24,000.00 bonus upon his completing two years of employment. However, Mr. DeJoy conceded that if defendant had terminated plaintiff after a full year of employment, plaintiff would have been entitled to receive a $12,000.00 bonus.\nThus, there was sufficient evidence before the trial court to support its finding that the parties intended that, at the end of one year of employment, plaintiff would have a vested right to a bonus of $12,000.00. See Barnhardt v. City of Kannapolis, 116 N.C. App. 215, 224-25, 447 S.E.2d 471, 477, disc. rev. denied, 338 N.C. 514, 452 S.E.2d 807 (1994) (\u201cwhere the trial court sits without a jury, the court\u2019s findings of fact are conclusive if supported by competent evidence, even though other evidence might sustain contrary findings\u201d). We affirm that portion of the trial court\u2019s order which awards plaintiff $12,000.00 minus deductions.\nII.\nIn his cross-appeal, plaintiff contends the trial court erred in its conclusion that he was entitled to interest from the date of the judgment rather than from the date of defendant\u2019s breach. Pursuant to N.C. Gen. Stat. \u00a7 24-5(a) \u201c[i]n an action for breach of contract. . . the amount awarded on the contract bears interest from the date of breach.\u201d N.C. Gen. Stat. \u00a7 24-5(a) (2001). Although defendant agrees N.C. Gen. Stat. \u00a7 24-5(a) is applicable to this case, it maintains that, because the trial court essentially \u201crewrote\u201d Section 2 of the Agreement, a breach could not have occurred until the date the judgment was entered.\nIt is well established that a breach of contract occurs when a party fails to perform a contractual duty which has become absolute. See Millis Construction Co. v. Fairfield Sapphire Valley, Inc., 86 N.C. App. 506, 510, 358 S.E.2d 566, 569 (1987). Here, the trial court concluded that \u201cplaintiff was entitled to receive a bonus in the amount of $12,000.00, less deductions, on January 6, 1999.\u201d Hence, defendant breached the agreement when it failed to pay plaintiff the bonus as of that date. Nevertheless, the trial court also concluded that \u201cdefendant had a good faith basis for disputing the plaintiffs claim, and therefore the plaintiff is not entitled to the payment of pre-judgment interest on the amount of damages awarded . . . .\u201d We are unaware of any appellate interpretation which holds that N.C. Gen. Stat. \u00a7 24-5(a) has a \u201cgood faith\u201d exception. Indeed, the plain language of the statute indicates otherwise. Accordingly, we conclude the trial court erred in determining that plaintiff was not entitled to payment of pre-judgment interest as of 6 January 1999.\nAffirmed in part and reversed in part.\nJudges MCCULLOUGH and BRYANT concur.", "type": "majority", "author": "WALKER, Judge." } ], "attorneys": [ "Elliot, Pishko, Gelbin & Morgan, P.A., by David C. Pishko, for plaintiff-appellee.", "Kilpatrick Stockton LLP, by Leon E. Porter, Jr. and Elliot A. Fus, for defendant-appellant." ], "corrections": "", "head_matter": "HARRY C. SALVAGGIO, Plaintiff-Appellee v. NEW BREED TRANSFER CORP., Defendant-Appellant\nNo. COA01-1057\n(Filed 18 June 2002)\n1. Contracts\u2014 employment \u2014 payment of bonus \u2014 ambiguous language\nThe trial court did not err in a breach of employment agreement case by concluding as a matter of law that the language of the agreement pertaining to payment of a bonus was ambiguous, because: (1) the pertinent section of the agreement is uncertain as to the parties\u2019 agreement concerning whether plaintiff would be entitled to a $12,000 bonus if he elected to terminate his employment after working only one year; and (2) there was sufficient evidence before the trial court to support its finding that the parties intended that, at the end of one year of employment, plaintiff would have a vested right to a bonus of $12,000.\n2. Interest\u2014 prejudgment \u2014 award from date of judgment versus date of breach\nThe trial court erred in a breach of employment agreement case by determining that plaintiff employee was entitled to payment of prejudgment interest under N.C.G.S. \u00a7 24-5(a) from the date of the judgment rather than from the date of defendant\u2019s breach because even though the trial court concluded that defendant had a good faith basis for disputing the plaintiff\u2019s claim, there is no appellate interpretation which holds that N.C.G.S. \u00a7 24-5(a) has a good faith exception.\nAppeal by defendant and cross-appeal by plaintiff from judgment entered 26 March 2001 by Judge A. Moses Massey in Guilford County Superior Court. Heard in the Court of Appeals 15 May 2002.\nElliot, Pishko, Gelbin & Morgan, P.A., by David C. Pishko, for plaintiff-appellee.\nKilpatrick Stockton LLP, by Leon E. Porter, Jr. and Elliot A. Fus, for defendant-appellant." }, "file_name": "0688-01", "first_page_order": 718, "last_page_order": 722 }