Background
Jeffrey Wilkins worked for Virginia Tile Company, LLC as its National Accounts Sales Manager. He received a $150,000 base salary and could earn commissions by meeting sales and gross-profit goals. His offer letter made his employment at will and stated that variable compensation was not guaranteed and could change. Only invoiced sales counted toward his targets.
Wilkins developed relationships with Premier, Inc., Yum Brands, and Dick’s Sporting Goods, but those arrangements merely allowed Virginia Tile to compete for future business and did not guarantee purchases. He failed to meet his sales thresholds in 2021 or 2022 and was terminated in February 2023. Wilkins sued for breach of contract and under MCL 600.2961, arguing that Virginia Tile fired him just as the accounts were poised to generate substantial commissions and thereby prevented him from satisfying the commission conditions. The trial court granted Virginia Tile summary disposition under MCR 2.116(C)(10).
The Court’s Holding
The Michigan Court of Appeals affirmed. It held that the implied covenant of good faith and fair dealing could not create a promise of continued employment or guaranteed variable compensation that conflicted with the agreement’s express terms. Wilkins admitted that he did not reach even the lowest sales threshold he claimed applied, and he presented no evidence that Virginia Tile manipulated his targets or terminated him to avoid paying earned commissions.
The court also rejected Wilkins’s prevention-of-performance theory. Virginia Tile had not promised to employ him until the accounts produced qualifying sales or to continue developing those accounts after his termination. Because the projected business remained contingent and largely never materialized, Wilkins’s belief that continued employment would have produced commissions was speculative. The court deemed his statutory commission claim, evidentiary challenge, and procuring-cause argument abandoned because he did not properly present and develop them on appeal.
Key Takeaways
- An implied covenant of good faith and fair dealing cannot override an express at-will employment provision or create contractual duties the parties did not adopt.
- Potential customer relationships and projected sales do not establish entitlement to commissions when the compensation plan requires completed, invoiced sales and the employee never met the applicable threshold.
- An appellant abandons issues that are omitted from the statement of questions presented or mentioned without developed argument and supporting authority.
Why It Matters
The decision underscores that Michigan courts will enforce the express conditions of commission plans and at-will employment agreements. An employee cannot convert promising but unrealized business opportunities into earned compensation without evidence that the contractual commission requirements were satisfied or wrongfully obstructed.
The opinion also highlights the importance of complete appellate briefing: passing references to statutory, evidentiary, or procuring-cause theories will not preserve them for review.