## Facts

- In 2007, John Broyles spoke by phone with Smith, a managing director in J.P. Morgan Chase & Co.’s international commodities group, about joining the firm.
- Broyles claimed Smith verbally offered incentive compensation calculated as a percentage of profits from Broyles’s trades.
- A few days later, Broyles received a written offer letter from Chase, which he signed and returned.
- The offer letter stated it superseded any prior oral or written communications and was the complete agreement on the terms of Broyles’s employment.
- The offer letter addressed annual incentive pay and stated it was awarded at the company’s sole discretion and could be based on individual performance and/or the performance of a department or the firm as a whole.
- The offer letter also required that, to receive incentive pay, the employee had to be employed on the date the incentive compensation was paid.
- The offer letter confirmed Broyles’s employment was at will.
- By December 31, 2007, profits from Broyles’s trades exceeded $23 million.
- During the first three weeks of January 2008, Broyles incurred about $26 million in trading losses on multiple days, including a $5.2 million loss on January 10, when he did not arrive at work until after noon.
- Chase advised Broyles that he would not receive incentive pay for 2007 and warned him he would be terminated if he did not resign.
- Broyles resigned and sued, asserting breach of an oral agreement and quasi-contract theories seeking the bonus he claimed he had been promised.
- Chase moved for summary judgment.

## Issues

1. Whether Broyles could enforce an alleged oral promise of a profit-based bonus where a later signed offer letter stated it was the complete agreement and made incentive pay discretionary and contingent on employment at the time of payment.
2. Whether Broyles could recover the claimed bonus under quasi-contract theories (such as unjust enrichment or quantum meruit) despite a signed written offer letter addressing incentive compensation.

## Decision

- The court granted Chase’s motion for summary judgment.
- The court rejected Broyles’s attempt to enforce an alleged oral bonus formula because the signed offer letter was the complete agreement and its incentive-pay terms were discretionary and subject to stated conditions.
- The court rejected quasi-contract recovery for the same compensation because the parties’ relationship on that subject was governed by an express written agreement.

## Legal Principles

- When parties execute a written employment offer stating it is the complete agreement and supersedes prior communications, earlier oral statements about compensation generally cannot be enforced to contradict the written terms.
- Where an offer letter gives the employer sole discretion over incentive compensation and sets conditions for eligibility (including being employed on the payment date), an employee cannot convert alleged pre-hire discussions into a binding promise of a fixed bonus formula.
- Quasi-contract remedies (including unjust enrichment and quantum meruit) generally are unavailable where an express contract governs the subject matter for which the plaintiff seeks payment.

## Conclusion

Broyles could not obtain a profit-percentage bonus based on pre-offer discussions because the signed offer letter controlled the compensation arrangement, stated it was the full agreement, and made annual incentive pay discretionary and conditional. With an express written agreement covering incentive compensation, Broyles also could not use quasi-contract theories to recover the same claimed bonus, so Chase was entitled to summary judgment.


Broyles v. J.P. Morgan Chase & Co., 2010 WL 815123 (2010)