Sealock v. Texas Federal Savings & Loan Ass'n

PHILLIPS, Chief Justice,

dissenting.

I respectfully dissent. Although I agree with the majority’s interpretation of Seal-ock’s employment contract, I do not believe there is any evidence to support the award of actual damages which this court makes to Sealock. I would reverse the judgment of the court of appeals and reform the judgment of the trial court, awarding those actual damages supported by the undisputed evidence, together with attorney’s fees, prejudgment interest and costs.

Under paragraph 6 of his employment contract, Sealock is entitled, once the golden parachute has been triggered, to liquidated damages upon termination in “an amount equal to twice the Employee’s then total annual compensation.” Under paragraph 5 of the employment contract, “total annual compensation” is defined as “the aggregate of the Employee’s annual salary and fringe benefits provided to the Employee by Texas Federal as additional compensation." Under the facts of this case, Seal-ock is therefore entitled to recover double the sum of his annual salary at the time of his discharge plus any existing fringe benefits that he was receiving or entitled to receive as of that date.

Over Texas Federal’s objection, however, the trial court merely asked the jury to find the value of Sealock’s “total annual compensation,” without either adding the word “then” as set forth in the contract or instructing the jury that only accrued benefits could be considered in addition to salary. The jury returned a verdict of $395,-000.00, an amount far in excess of Seal-ock’s annual salary of $71,280.00 and the fringe benefits he was then receiving. Based on this answer, the trial court rendered a judgment for Sealock of $790,-000.00, together with prejudgment interest and attorney’s fees.

The only evidence in the record to support the jury’s answer was Sealock’s own testimony regarding future stock options, future stock dividends, future tender offers, and unvested pension benefits. None of these amounts formed any part of Seal-ock’s “then total annual compensation” at the time of his termination. The trial court erred in not submitting the issue in substantially correct form to the jury, and it further erred in permitting the jury to con*73sider evidence on damages not recoverable under the unambiguous terms of the contract. Texas Federal’s conditional cross-point of error on this issue should be sustained.

Under Sealock’s undisputed testimony, it is a matter of simple mathematics to calculate the elements of damage to which plaintiff is entitled. In addition to his annual salary of $71,280.00, Sealock testified that his total annual compensation for the final year of his employment included the following: a bonus of $10,000.00, country club membership dues of $2,400.00, health and life insurance premiums of $1,274.00, medical reimbursement payments of $2,233.00, and the use of an automobile valued at $8,400.00. The sum of these was his annual compensation of $95,587.00. The appropriate amount of actual damages is twice this amount, or $191,174.00, rather than $790,000.00.

I cannot understand why the majority of this court, while reaching the same result as the dissenting opinion on liability, wholly disregards the dissent’s equally correct analysis on damages. 737 S.W.2d 870, 882-83 (Tex.App.1987). I would reverse the judgment of the court of appeals and reform the judgment of the trial court to award the correct amount of actual damages, attorney’s fees, and appropriate prejudgment interest and costs.