George Rishell v. Computer Sciences Corporation , 647 F. App'x 226 ( 2016 )

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 14-2366
GEORGE RISHELL, on his own behalf and on behalf of those
similarly situated,
Plaintiff - Appellee,
and
VICTORIA RHODES; QUINTON GARDNER; SELINA RIGGS; DONELL ELLIS;
KWAN JOHNSON,
Plaintiffs,
v.
COMPUTER SCIENCES CORPORATION, a Foreign Profit Corporation,
Defendant - Appellant.
No. 14-2376
VICTORIA RHODES; QUINTON GARDNER; SELINA RIGGS; DONELL ELLIS;
KWAN JOHNSON,
Plaintiffs - Appellees,
v.
COMPUTER SCIENCES CORPORATION,
Defendant - Appellant.
Appeals from the United States District Court for the Eastern
District of Virginia, at Alexandria. Claude M. Hilton, Senior
District Judge. (1:13-cv-00931-CMH-TCB; 1:14-cv-00213-CMH-TCB)
Argued: January 27, 2016 Decided: May 2, 2016
Before DUNCAN and DIAZ, Circuit Judges, and Loretta C. BIGGS,
United States District Judge for the Middle District of North
Carolina, sitting by designation.
Affirmed by unpublished per curiam opinion.
ARGUED: Catherine Emily Stetson, HOGAN LOVELLS US LLP, Washington,
D.C., for Appellant. Angeli Murthy, MORGAN & MORGAN, Plantation,
Florida; Mike Farrell, MIKE FARRELL, PLLC, Jackson, Mississippi,
for Appellees. ON BRIEF: Thomas J. Woodford, Mobile, Alabama,
Samuel Zurik, III, Robert P. Lombardi, THE KULLMAN FIRM, New
Orleans, Louisiana, for Appellant. Thomas Farrell Egge,
Alexandria, Virginia, for Appellees Victoria Rhodes, Quinton
Gardner, Selina Riggs, Donell Ellis and Kwan Johnson.
Unpublished opinions are not binding precedent in this circuit.
2
PER CURIAM:
This consolidated appeal arises from two independent actions,
each involving a contract dispute between employer, Computer
Science Corporation (“CSC”), and certain employees. The employees
of CSC brought suit, claiming that when working overseas, they
were entitled to hourly wages for every hour worked, rather than
the fixed salaries they were paid by CSC. Both actions, which
originated in different jurisdictions, were transferred to the
U.S. District Court for the Eastern District of Virginia. The
district court granted summary judgment in favor of the employees
in each case. For the reasons that follow, we affirm.
I.
The employees involved in this appeal are George Rishell
(“Rishell”) in one action, and in the second action Victoria
Rhodes, Quinton Gardner, Selina Riggs, Donell Ellis, and Kwan
Johnson (collectively, “Rhodes Appellees”). At the time of hiring,
each employee signed an Offer Letter and a Foreign Travel Letter
provided by CSC. Rishell’s Offer Letter states, “[Y]our
compensation will consist of an hourly rate of $32.93 ($68,500
annually), which will be paid biweekly.” J.A. 246. The Offer
Letter of each of the Rhodes Appellees contains an identical
statement, but with a different hourly rate and no mention of an
annual amount: “[Y]our compensation will consist of an hourly
3
rate of $31.25, which will be paid biweekly.” 1 J.A. 844, 866, 878,
902, 916. The Foreign Travel Letter details the compensation and
benefits that each respective employee will receive while
overseas. The section of the letter outlining compensation
discusses categories of pay to include base pay, pay differentials,
hardship pay, and danger pay. With respect to base pay, the letter
states, “Your base weekly salary will not change as a result of
this assignment.” J.A. 105, 848, 870, 882, 906, 920.
After joining CSC, Rishell and the Rhodes Appellees were each
assigned to work overseas. While overseas, they each regularly
worked 84-hour weeks but received fixed pay for only 40 hours each
week. Claiming they were entitled to hourly wages for every hour
worked under their respective Offer Letter and Foreign Travel
Letter, Rishell and the Rhodes Appellees filed suit. On cross-
motions for summary judgment in each case, the district court
concluded that the letters unambiguously provided for hourly
wages, rather than fixed salaries, and granted summary judgment in
favor of Rishell in his case and each of the Rhodes Appellees in
their case. This appeal followed.
1 $31.25 was the hourly rate for Rhodes and Ellis. Gardner
and Riggs were offered $31.49, and Johnson was offered $32.69.
4
II.
We review a district court’s award of summary judgment de
novo, applying the same legal standards as the district court.
Calderon v. GEICO Gen. Ins. Co., 809 F.3d 111, 120 (4th Cir. 2015).
Summary judgment is appropriate when “there is no genuine dispute
as to any material fact and the movant is entitled to judgment as
a matter of law.” Fed. R. Civ. P. 56(a). In this case, the
parties do not argue that material facts are in dispute. Rather,
the issue here is a matter of contract interpretation; thus, it
will be decided as a matter of law. See Homeland Training Ctr.,
LLC v. Summit Point Auto. Research Ctr., 594 F.3d 285, 290 (4th
Cir. 2010). Because the parties filed cross-motions for summary
judgment, “we consider each motion separately on its own merits to
determine whether either of the parties deserves judgment as a
matter of law.” Defenders of Wildlife v. N.C. Dep’t of Transp.,
762 F.3d 374, 392 (4th Cir. 2014) (quoting Bacon v. City of
Richmond, 475 F.3d 633, 638 (4th Cir. 2007)).
III.
A.
As an initial matter, we must consider what law governs the
interpretation of the Offer Letter and Foreign Travel Letter signed
by each employee. As to Rishell, who originally filed suit in
federal court in Florida, the district court applied Florida’s
choice-of-law rules and determined that Florida law governs. CSC
5
does not dispute this determination on appeal. As to the Rhodes
Appellees, who originally filed suit in federal court in
Mississippi, the district court applied Mississippi’s choice-of-
law rules and determined that Virginia law governs. CSC challenges
this determination, arguing that Kuwaiti law should govern instead
because the employees were stationed in Kuwait for the majority of
their time overseas. We disagree.
In choice-of-law determinations, Mississippi relies on the
“center of gravity” doctrine, which requires courts to consider
(1) “the place of contracting;” (2) “the place of negotiation of
the contract;” (3) “the place of performance;” (4) “the location
of the subject matter of the contract;” and (5) “the domicile,
residence, nationality, place of incorporation and place of
business of the parties.” Zurich Am. Ins. Co. v. Goodwin, 920 So.
2d 427, 433, 435 (Miss. 2006) (quoting Restatement (Second) of
Conflict of Laws § 188 (Am. Law Inst. 1971)). Balancing these
factors, we agree with the district court that as it relates to
the Rhodes Appellees, Virginia is the center of gravity. While
Kuwait is the employees’ place of performance and the location of
the subject matter of the contracts, the remaining factors tip in
favor of Virginia. Virginia is where CSC’s headquarters are
located, where the employees mailed their signed contracts, where
the decisions were made to hire the employees, and where CSC
performed its obligations under the contracts. Also, while none
6
of the employees are residents or domiciliaries of Virginia,
neither party argues that they are residents or domiciliaries of
Kuwait. However, the employees all are residents and domiciliaries
of the United States. Ultimately, the center-of-gravity doctrine
directs courts to apply “the law of the place which has the most
significant relationship to the event and parties or which, because
of the relationship or contact with the event and parties, has the
greatest concern with the specific issues with respect to the
liabilities and rights of the parties to the litigation.” Id. at
433 (quoting Mitchell v. Craft, 211 So. 2d 509, 514–15 (Miss.
1968)). That place, as the district court determined, is Virginia.
We will therefore apply Florida law to Rishell’s Offer Letter
and Foreign Travel Letter and Virginia law to the Rhodes Appellees’
Offer Letters and Foreign Travel Letters.
B.
We next address the central dispute of the parties: whether
each employee’s Offer Letter and Foreign Travel Letter, construed
as single contracts, provide for hourly wages or fixed salaries
when an employee is overseas. 2 Our primary objective in
2
When two documents are executed by the same parties, at the
same time, as part of the same transaction, as in this case, the
documents are generally construed together as a single contract.
See Wilson v. Terwillinger, 140 So. 3d 1122, 1124 (Fla. Dist. Ct.
App. 2014); Parr v. Alderwoods Grp., Inc., 604 S.E.2d 431, 434–35
(Va. 2004) (stating that two such documents must receive the same
construction). The various provisions are then harmonized, giving
7
interpreting a contract is to determine and give effect to the
parties’ intent. Sanislo v. Give Kids the World, Inc., 157 So. 3d
256, 270 (Fla. 2015); Pocahontas Mining Ltd. Liab. Co. v. CNX Gas
Co., 666 S.E.2d 527, 531 (Va. 2008). To determine the parties’
intent, we begin with the language of the contract. See
Hahamovitch v. Hahamovitch, 174 So. 3d 983, 986 (Fla. 2015);
Pocahontas, 666 S.E.2d at 531. When the language of a contract is
clear and unambiguous, we enforce the contract as it is written.
Hahamovitch, 174 So. 3d at 986; TravCo Ins. Co. v. Ward, 736 S.E.2d
321, 325 (Va. 2012). A contract is ambiguous when it can
reasonably be interpreted in more than one way. CitiMortgage,
Inc. v. Turner, 172 So. 3d 502, 504 (Fla. Dist. Ct. App. 2015);
Robinson-Huntley v. George Washington Carver Mut. Homes Ass’n,
Inc., 756 S.E.2d 415, 418 (Va. 2014). “However, a contract is not
ambiguous merely because the parties disagree as to the meaning of
the terms used.” Robinson-Huntley, 756 S.E.2d at 418 (quoting
Eure v. Norfolk Shipbuilding & Drydock Corp., 561 S.E.2d 663, 668
(Va. 2002)); accord Minassian v. Rachins, 152 So. 3d 719, 725 (Fla.
Dist. Ct. App. 2014).
Here, the parties agree that the Offer Letter unambiguously
provides for hourly wages; however, their dispute centers around
effect to each when reasonably possible. See City of Homestead v.
Johnson, 760 So. 2d 80, 84 (Fla. 2000); Schuiling v. Harris, 747
S.E.2d 833, 836 (Va. 2013).
8
the meaning of “base weekly salary,” as it appears in the Foreign
Travel Letter provision discussing “base pay.” The provision
states that an employee’s “base weekly salary will not change as
the result of [an overseas] assignment.” J.A. 105, 848, 870, 882,
906, 920. Rishell and the Rhodes Appellees interpret “base weekly
salary” simply as an hourly rate stated in weekly terms, with no
effect on an employee’s base pay. They argue that under the terms
of the Offer Letter and Foreign Travel Letter, employees working
overseas are entitled to the same hourly wages they would receive
while working in the United States. CSC, on the other hand, argues
that the Foreign Travel Letter controls the compensation terms of
an employee’s overseas assignment, and thus base weekly salary
trumps hourly wages as required under the Offer Letter. CSC thus
interprets the Offer Letter and Foreign Travel Letter to provide
for a fixed salary when an employee is overseas, paid without
regard to whether the employee works under or over 40 hours per
week. 3
Having considered the plain meaning of the parties’
contracts, we conclude that each employee’s Offer Letter and
3CSC argues that the pay differential outlined in the Foreign
Travel Letter is specifically intended to make up for an employee’s
hours over 40. This intended purpose, however, appears nowhere in
either letter. Also of significance is the fact that whether an
employee is entitled to the pay differential is not guaranteed.
Rather, it is in the discretion of the employee’s manager.
9
Foreign Travel Letter, read together, unambiguously provide for
hourly wages for every hour worked, rather than fixed salaries,
when the employee is working overseas. Though the Foreign Travel
Letter does not define the term “base weekly salary,” the letter
states unequivocally that when an employee is on an overseas
assignment, his “base weekly salary will not change as a result of
this assignment.” J.A. 105, 848, 870, 882, 906, 920. This
statement appears as a clarification of “base pay,” and makes clear
that the intent of the parties is that an employee working overseas
would be entitled to the same base pay that an employee would
receive when not working overseas. Id. Since the Foreign Travel
Letter is otherwise silent on the meaning of “base weekly salary,”
we must look to the Offer Letter to determine the base pay an
employee would receive when working in the United States. The
Offer Letter expresses an employee’s base pay in terms of an
“hourly rate.” 4 J.A. 246, 844, 866, 878, 902, 916. The hourly
rate therefore represents the base pay that “will not change” when
an employee is overseas, regardless of whether it is stated in
4 Rishell’s Offer Letter includes both an hourly rate and an
annual sum, which is his hourly rate multiplied by 40 hours per
week and by 52 weeks per year. However, nothing suggests that the
annual sum takes precedence over the hourly rate or that Rishell’s
pay will be capped at the annual sum. Rather, the annual sum
appears in parentheses following the hourly rate, suggesting it is
supplementary or illustrative information. See Rawls v. Rideout,
328 S.E.2d 783, 786 (N.C. Ct. App. 1985).
10
hourly or weekly terms. Merely invoking the term “salary” does
not transform hourly pay into fixed pay, particularly when
accompanied by a statement that an employee’s base pay “will not
change.”
CSC’s arguments to the contrary are not persuasive. Neither
letter provides that the Foreign Travel Letter supersedes the Offer
Letter when an employee is overseas; nor does either letter specify
that an employee’s weekly pay is capped at 40 hours per week,
regardless of the number of hours worked. 5 To accept CSC’s
interpretation of the letters would be to rewrite their terms,
which we cannot do. See Corwin v. Cristal Mizner’s Pres. Ltd.
P’ship, 812 So. 2d 534, 536 (Fla. Dist. Ct. App. 2002) (“[I]t is
axiomatic that the courts may not rewrite or add to the terms of
a written agreement.”); TM Delmarva Power, L.L.C. v. NCP of Va.,
L.L.C., 557 S.E.2d 199, 200 (Va. 2002) (“Contracts are construed
as written, without adding terms that were not included by the
parties.”).
5CSC also argues that employees received over $37 per hour
while overseas, which includes discretionary uplifts such as pay
differentials and hardship pay. After-the-fact rationalizations,
however, do not alter the meaning of the contract. By capping
base pay at 40 hours per week, when employees regularly worked 84-
hour weeks, CSC effectively reduced employees’ hourly wages from
$31 or $32 to around $15. Neither letter contains language
demonstrating that this was the intent of the parties. Nor do the
letters place the employees on notice of this base pay reduction.
11
Construing the contracts as written, we hold that Rishell and
the Rhodes Appellees are entitled to the same base pay overseas as
they would have received if working in the United States—hourly
wages for every hour worked.
IV.
For the reasons outlined, we affirm the district court’s grant
of summary judgment in favor of Rishell and each of the Rhodes
Appellees, and we affirm its denial of CSC’s motions for summary
judgment.
AFFIRMED
12