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Milhollin v. Salomon Smith Barney3/17/2005
J. Lee Milhollin appeals from the trial court's grant of judgment on the pleadings to Salomon Smith Barney, Inc. (SSB) and Citigroup, Inc. in a suit Milhollin brought to recover the part of his salary that he forfeited under the terms of an incentive compensation plan. The plan provided for partial payment in stock, subject to certain restrictions. After review, we find no legal error in the trial court's decision and affirm.
Milhollin, a former employee of SSB, filed suit against SSB and Citgroup on his own behalf and that of others similarly situated. Milhollin asserted claims for violations of the Georgia Labor Law, conversion, breach of contract, breach of fiduciary duty, and unjust enrichment. All these counts derived from an employee compensation agreement that he entered into with SSB known as the Capital Accumulation Plan.
In this appeal, Milhollin contends that the court's ruling on the pleadings is erroneous because his complaint set forth sufficient facts to show that his wages were not paid in full in violation of OCGA ยง 34-7-2. He also asserts that the plan constituted an unenforceable agreement because it embodied an unreasonable forfeiture of salary provision that created an unlawful restraint of trade.
"On motion for judgment on the pleadings, the trial court is required to accept all well pleaded material allegations of fact as true, but need not adopt a party's legal conclusions based on these facts." (Citations omitted.) Lewis v. Turner Broadcasting System, 232 Ga. App. 831, 832 (2) (503 SE2d 81) (1998). In deciding a motion for judgment on the pleadings, a trial court may properly consider exhibits attached to and incorporated into answers. Shreve v. World Championship Wrestling, 216 Ga. App. 387, 388 (1) (454 SE2d 555) (1995).
On review, we determine whether the undisputed facts that appear from the pleadings establish that the movant is entitled to judgment as a matter of law. Georgia Oilmen's Assn. v. Dept. of Revenue, 261 Ga. App. 393, 395 (1) (582 SE2d 549) (2003). Accordingly, we now consider only the pleadings and the plan documents attached to and incorporated into the answer.
When Milhollin's well-pleaded material allegations of fact are considered as true, they show that he worked at SSB from January 30, 1995 to August 17, 2000 as a "registered representative." During that time, SSB offered an incentive compensation plan that made shares of restricted stock available "to participating officers and certain other employees." On January 4, 1996, Milhollin executed a document entitled "Capital Accumulation Plan Election to Receive Restricted Stock." Subsection A of the plan afforded him the opportunity to select from six options listed below the sentence: "I elect to receive the following percentage of my annual cash compensation in the form of restricted stock from January 1 through June 30, 1996 (choose one)." The plan offered him six percentages from which to choose ranging from 0 to 25 percent. Milhollin checked the box next to 5%. Subsection B stated, "I elect to receive the following percentage of my annual cash compensation in the form of restricted stock from July 1 through December 31, 1996." Again, he checked the box next to 5%, not the box next to 0%. Directly underneath these two elections and on the same page, the document stated:
By completing and returning the Capital Accumulation Plan Election Form, I have elected to participate in CAP subject to all of its provisions and administrative rules. I understand I have irrevocably directed my employer, Smith Barney, Inc., to pay me the percentage I have elected in the form of restricted stock out of all cash compensation paid to me during the periods sp
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