The opinion
STATE OF MAINE SUPERIOR COURT
CIVIL ACTION
CUMBERLAND, ss. DOCKET NO. CV-03-713
ROSS GREEN & ASSOCIATES, INC.,
inti . TE OF MAINE __.
Plaintitt cumberland, ss, Clerk's Office
SUPERIOR COURT
v. JUN 23 2004 ORDER
FLEET NATIONAL BANK, bone Loa
. Wee kb
Defendant
JUL 26 004
Before this court is Defendant, Fleet National Bank’s (“Fleet”) Motion for
Summary Judgment, pursuant to M.R. Civ. P. 56.
FACTS
In October 2000, Plaintiff, Ross Green & Associates, Inc. (“Ross”), an employment
recruiting firm, sent Defendant Fleet the resume of a prospective employee, Brett Miller,
as well as a Fee Schedule and Employment Agreement. After receipt of Brett Miller’s
resume, Defendant Fleet decided to offer him the position of Investment Advisor in
December 2000. Brett Miller accepted the offer, but then immediately reneged when his
existing employer offered to pay him more money. Plaintiff Ross did not seek a
placement fee as a result of this incident.
In April 2002, Plaintiff Ross again discussed the possible hiring of Brett Miller
with Defendant Fleet. Defendant Fleet indicated that it was not interested in hiring
Brett Miller. On May 19, 2003, however, Defendant Fleet hired Brett Miller as an
investment advisor. Defendant Fleet, however, did not pay Plaintiff Ross a placement
fee in regard to this hiring of Brett Miller.
Accordingly, Plaintiff Ross filed a Complaint in the Cumberland County
Superior Court on December 24, 2003. In response, Defendant Fleet filed a Motion for
Summary Judgment with this court on May 4, 2004.
DISCUSSION
A party is entitled to summary judgment where there exists no genuine issue of
material fact and the moving party is entitled to a judgment as a matter of law. M.R.
Civ. P. 56(c); Saucier v. State Tax Assessor, 2000 ME 8, { 4, 745 A.2d 972, 974. A
material fact is one having “the potential to affect the outcome of the suit.” Kenny v.
Dep’t of Human Services, 1999 ME 158, { 3, 740 A.2d 560, 562. A genuine issue exists
when sufficient evidence supports a factual contest to require a fact finder to choose
between competing versions of the truth at trial. Blanchet v. Assurance Co. of Am,
2001 ME 40, { 6, 766 A.2d 71, 73 (citation omitted).
First, Defendant Fleet argues that a contract did not exist with Plaintiff Ross
when Brett Miller was hired in May 2003. Specifically, Defendant Fleet asserts that the
agreement Plaintiff Ross provided it in October 2000, was an offer for a “reverse
unilateral contract,” which was never accepted. Conversely, however, Plaintiff Ross
contends that the plain terms of the Employer Agreement broadly provided for a
placement fee to be due in the event a candidate was hired by Defendant Fleet. (PSMF
at 7 18.)
“The interpretation of an unambiguous contract is a question of law.” Guilford
Transportation Industries v. Public Utilities Commission, 2000 ME 31 q 13, 746 A.2d
910, 914 (citation omitted). “If the contract is ambiguous, its meaning is a question of
fact for the factfinder, and extrinsic evidence can be admitted to show the intention of
the parties.” Id. (citation omitted). The Restatement of the Law of Contracts gives the
following example of a reverse unilateral contract:
A, a real estate broker, without authority from B, the owner of the
property, obtains from C an offer to purchase the property from B on
terms which include payment of a specified commission by B to A. A then
presents C’s offer to B. B's acceptance of C’s offer also accepts A’s offer of
services and forms a contract between A and B.
Restatement (Second) of Contracts § 55, Illustration 4 (1981).
In the case at bar, in October 2000, Plaintiff Ross made an initial offer of Brett
Miller’s resume to Defendant Fleet that was accepted and subsequently rejected when
Brett Miller reneged. The contract broadly provided that “[a] placement fee is due from
[Fleet] in the event a candidate referred by [Ross Green] is hired by [Fleet].” In April
2002, an additional oral offer of Brett Miller was made by Plaintiff Ross, but was orally
rejected by Defendant Fleet. Subsequently, in May 2003, Defendant Fleet hired Brett
Miller for a position it had available.
Viewing the evidence in the light most favorable to the nonmoving party,
Plaintiff Ross, this court finds that a contract could have existed between the parties
when Brett Miller was hired in May 2003. Accordingly, it is necessary for this court to
determine if Defendant Fleet’s hiring of Brett Miller occurred within a “reasonable
time.”
The Employment Agreement in question does not provide when it will expire. An
offeree’s power of acceptance is terminated at the end of a reasonable time when no
time limit is specified in the offer. Restatement (Second) of Contracts § 41 (1981).
“What is a reasonable time is a question of fact, depending on all the circumstances
existing when the offer and attempted acceptance are made.” Id. “Generally courts
will not interpret contracts as being of infinite duration unless the agreement expressly
states that is the intention of the parties.” Bangor & A.R.. Co. v. Daigle, 607 A.2d 533,
535 (Me. 1992). Courts in other states, based on evidence of local custom, have
determined that a reasonable time between referral and hire for purposes of
determining whether a placement fee is due is up to one year. See Michael J]. Vinzez v.
Hintzsche Fertilizer, Inc., 336 Ill. App. 3d 468, 783 N.E.2d 1087, 1090-91 (Ill. App. 2003).
Here, Defendant Fleet argues that the local custom in Maine between a referral
and hire for purposes of determining if a placement fee is due is between six months
and a year. (DSMF at {1 13-14.) Plaintiff Ross, however, distinguishes this fact by
providing that although “it is customary in Maine for agencies such as his to claim a
placement fee when a candidate is hired within a year of a referral[,|” “there is [no]
custom in Maine pursuant to which a recruitment agency would forfeit its entitlement
to a fee simply because more than a year has transpired between the referral and the
hiring.” (PSMF at 4 13.) In addition, this court notes that the Maine statute of
limitations for contract actions is six years. See 14 MLR.S.A. § 752 (2003). Hence, this
court finds that a genuine issue of material fact exists and therefore summary judgment
is inappropriate in this case.
Based on these determinations, this court does not find it necessary to address
the remaining issues presented in this case.
WHEREFORE, this court DENIES Defendant Fleet’s Motion for Summary
Judgment, pursuant to MLR. Civ. P. 56.
Dated: June 2%, 2004
RATA. He”
Justice, Superior Court
U
COURTS
d County
K 287
» 04112-0287
RUFUS BROWN ESQ
PO BOX 7530
PORTLAND ME 04112
“COURTS
id County
x 287
e 04112-0287
JONATHAN MERMIN ESQ
PO BOX 9546 ~
PORTLAND ME 04112