## Facts

- Matthew Carroll worked for Stryker Corporation as a commissioned sales representative assigned to solicit orders in Wisconsin.
- At hiring, Carroll signed documents acknowledging he was an at-will employee terminable at any time with or without cause or notice.
- Stryker issued a written 2008 compensation plan setting quarterly sales quotas and commission rates, reserving the right to modify the plan prospectively, and reiterating at-will employment disclaimers.
- Stryker terminated Carroll in 2008 for failing to meet a quarterly sales quota.
- A large sale closed near the time of Carroll’s termination; Carroll claimed he had earned a commission under the compensation structure, but Stryker refused to pay.
- Carroll sued seeking statutory unpaid wages and, in the alternative, equitable relief (including quantum meruit and unjust enrichment).
- After removal on diversity grounds, the district court entered summary judgment for Stryker on the equitable claims and denied Carroll leave to amend to add a breach-of-contract claim because the scheduling deadline had passed and no good cause was shown.

## Issues

1. Whether Wisconsin law permits equitable contract remedies (e.g., unjust enrichment or quantum meruit) for an unpaid commission when an express written compensation plan governs commission-based pay.
2. Whether the district court abused its discretion by denying leave to amend to add a breach-of-contract claim after the scheduling-order deadline for amendments had expired.
3. Whether the amount in controversy exceeded $75,000, satisfying diversity jurisdiction under 28 U.S.C. § 1332(a).

## Decision

- The court held the amount in controversy exceeded $75,000 and exercised diversity jurisdiction.
- The court affirmed summary judgment for Stryker on Carroll’s equitable claims because Carroll’s commission-based compensation was governed by an express contract.
- The court affirmed denial of leave to amend because the motion was made many months after the amendment deadline and Carroll failed to show good cause under Rule 16(b).

## Legal Principles

- Under Wisconsin law, quasi-contract and unjust enrichment remedies are unavailable when an express contract governs the subject matter of the dispute.
- Employment at will addresses the duration of employment and does not negate enforceable contractual terms governing compensation during employment.
- Continued performance under a written compensation plan can constitute acceptance, creating an express contract regarding pay terms.
- After a Rule 16 scheduling deadline passes, a party seeking to amend pleadings must first show good cause; district courts may deny late amendments, particularly when raised after a summary judgment motion and without a satisfactory justification.

## Conclusion

The Seventh Circuit affirmed judgment for Stryker, holding that an express commission plan barred equitable recovery for the disputed commission and that the district court acted within its discretion in refusing a late attempt to add a breach-of-contract claim absent Rule 16 good cause.


Carroll v. Stryker Corp., 658 F.3d 675 (7th Cir. 2011)