Spoljaric v. Percival Tours, Inc.

Ralph Spoljaric (plaintiff) and Percival Tours, Inc. (Percival) (defendant) entered a two-year employment agreement. Upon the expiration of the agreement, Spoljaric began negotiating for a new agreement. Jessie Upchurch, the president of Percival, would not offer Spoljaric another written employment agreement. However, Upchurch offered Spoljaric a bonus of 5 percent on any improvement in the company’s business and told Spoljaric to draft a written bonus plan to that effect. Spoljaric did, and Upchurch told his secretary to redraft certain parts of the draft agreement. It is not clear whether Spoljaric ever saw an amended bonus plan. Over the next several months, Spoljaric asked Upchurch about the bonus plan, and Upchurch stated that his lawyers were reviewing it. Later that year, Percival bought two other companies, taking on a new chief operating officer (COO), a job that was basically Spoljaric’s before the merger. Spoljaric talked to Upchurch and the new COO about the original bonus plan that Spoljaric had drafted. Upchurch stated that he was not going to sign it. Spoljaric sued Percival and Upchurch for fraudulent misrepresentation. The jury found in favor of Spoljaric. The court of appeals reversed, finding no evidence that Upchurch did not intend to set up a bonus plan for Spoljaric when he first said that he would. Spoljaric appealed.