Thompson v. Syntroleum Corp

* Pursuant to 5TH CIR. R. 47.5, the court has determined that this
opinion should not be published and is not precedent except under the limited
circumstances set forth in 5TH CIR. R. 47.5.4.
UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
_______________________
NO. 04-20092
_______________________
RANDALL M. THOMPSON,
Plaintiff-Appellant,
versus
SYNTROLEUM CORPORATION,
Defendant-Appellee.
Appeal from the United States District Court
for the Southern District of Texas
Civil Action No. H-02-4169
Before REAVLEY, JONES and DENNIS, Circuit Judges.
PER CURIAM:*
Plaintiff-Appellant Randall M. Thompson ("Thompson")
filed a breach of contract action against Defendant-Appellee
Syntroleum Corporation ("Syntroleum") for failure to pay severance
upon termination of Thompson’s employment. On cross motions for
summary judgment, the district court granted Syntroleum’s motion,
and Thompson appealed. At bar is whether the district court erred
in finding that no genuine issue of material fact existed as to
United States Court of Appeals
Fifth Circuit
F I L E D
September 3, 2004
Charles R. Fulbruge III
Clerk

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Thompson’s termination and that Syntroleum was entitled to judgment
as a matter of law.
For the reasons stated below, we find that the district
court erred in granting Syntroleum’s motion for summary judgment.
Accordingly, we vacate the district court’s grant of summary
judgment and remand for further proceedings.
I. Background
Syntroleum employed Thompson as its Chief Financial
Officer from late 1996 through September 30, 2002. The employment
contract at issue became effective on June 17, 1999. In relevant
part, the employment contract provides the following:
13. Term and Termination
(b) Employment or Employee under this Agree-
ment may be terminated
. . .
(iv) by mutual agreement of Employee and
the Company.
. . .
(vi) by the Company for just cause at
any time upon written notice. . . .
(vii) by either the Company or Employee
upon 60 days written notice. . . .
(d) If Employee’s employment is terminated
pursuant to the terms of this agreement for
any reason, Employee shall be entitled to all
arrearage [] of salary and expenses up to and
including the date of termination but shall
not be entitled to further compensation.
Provided, that if at any time after the first
12 months from the date of the Original
Employment Agreement, Employee’s employment is
terminated by the Company for any reason other
than Employee’s death, disability or retire-
ment, the Company’s dissolution or just cause
as provided in Paragraphs 13 (b) (i), (ii),
(iii), (iv) or (v), respectively, Employee
shall be entitled to and the Company shall pay

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Employee all arrearage [] of salary and
expenses up to and including the date of
termination and, in addition, Employee’s
monthly base salary for an additional period
of 24 months.
In relevant summary, the contract provides that involuntary
termination of an employee without just cause entitles the employee
to severance, while voluntary resignation of an employee by mutual
agreement with the company divests an employee of the severance
entitlement.
During his tenure with Syntroleum, Thompson principally
attended to the Sweetwater Project ("Sweetwater"), an initiative
involving construction of a plant to convert natural gas to
liquids. He worked primarily from his Houston, Texas home, making
weekly visits to Syntroleum’s headquarters in Tulsa, Oklahoma.
In May 2002, Ken Agee ("Agee"), Chairman of Syntroleum’s
Board of Directors, asked Thompson to relocate to Syntroleum’s
headquarters. When Thompson declined, Agee told him that
Syntroleum would terminate his employment for failure to relocate
and directed him to prepare a severance proposal. Shortly there-
after, Agee changed his mind, told Thompson that Syntroleum would
continue his employment, and said, "Let’s see how it goes."
Thompson maintains that he construed the term "it" to refer to
Sweetwater and believed that his continued employment depended upon
the project’s success.
On or about July 17, 2002, Agee told Thompson that he
would recommend that Syntroleum abandon Sweetwater. Thompson

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maintains that he told Agee that if Syntroleum abandoned
Sweetwater, he would contact human resources and prepare a
severance proposal, to which Agee said "OK." Thompson considered
Agee’s statement an affirmative acknowledgment that if Syntroleum
abandoned Sweetwater, it would also terminate his employment,
entitling him to severance. Thompson submitted his own affidavit
recounting several interactions with Syntroleum’s human resources
director in furtherance of this understanding.
Recounting a significantly different response, Syntroleum
maintains that Thompson told Agee that if Syntroleum abandoned
Sweetwater, he would quit and prepare a severance proposal, to
which Agee said "OK." According to Syntroleum, Agee’s statement
was an acknowledgment not of termination by Syntroleum or
Thompson’s entitlement to severance, but only of Thompson’s
voluntary decision to quit if Syntroleum abandoned Sweetwater.
Syntroleum submitted deposition testimony of four persons to whom
Thompson purportedly made similar statements regarding his intent
to quit.
Syntroleum eventually abandoned Sweetwater, and on
September 9, 2002, Syntroleum informed Thompson in writing that his
July 17 resignation was effective September 9, that the Compensa-
tion Committee denied Thompson’s request for severance, and that
Syntroleum would pay Thompson’s regular salary through Septem-
ber 30, 2002.

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II. Discussion
Upon reviewing the district court’s summary judgment
decision de novo and applying the same standards as that court,
Sholdra v. Chilmark Fin. L.L.P. (In re Sholdra), 249 F.3d 380, 382
(5th Cir. 2001), we find that the district court erred in granting
Syntroleum’s motion for summary judgment because genuine issues of
material fact determinative of Syntroleum’s liability are in
dispute.
Pursuant to FEDERAL RULE OF CIVIL PROCEDURE 56, summary
judgment is only appropriate when the movant demonstrates that no
genuine issue of material fact is in dispute and that it is
entitled to judgment as a matter of law. Hunt v. Cromartie, 526
U.S. 541, 552, 119 S. Ct. 1545, 1551-52, 143 L. Ed. 2d 731 (1999);
FED. R. CIV. P. 56(c). A fact is "material" if its resolution is
outcome determinative. Ginsberg 1985 Real Estate P’ship v. Cadle
Co., 39 F.3d 528, 531 (5th Cir. 1994). An issue is "genuine" if
the evidence is sufficient for a reasonable fact-finder to find in
favor of the non-movant. Id.
A court must view the evidence and all justifiable
inferences in the light most favorable to the non-movant, and may
not sit as a factfinder, i.e., weigh evidence or evaluate witness
credibility. Morris v. Covan Worldwide Moving, Inc., 144 F.3d 377,
380 (5th Cir. 1998) (citing Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 255, 106 S.Ct. 2505, 2513 91 L.Ed.2d 202 (1986)). While

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the issue of state of mind is not per se preclusive, summary
judgment on this issue is discouraged because intent is a question
of fact quintessentially within the province of the factfinder.
Sanders v. English, 950 F.2d 1152, 1164 (5th Cir. 1992); Int’l
Shortstop v. Rally’s, 939 F.2d 1257, 1263 (5th Cir. 1991); Hayden
v. First Nat’l Bank, 595 F.2d 994, 997 (5th Cir. 1979).
All elements precluding summary judgment are present in
the instant case. Thompson’s termination status - - - whether
Syntroleum involuntarily terminated him without just cause or
whether he voluntarily resigned - - - is a contested fact because
the parties advance contradictory positions with supporting
documentation. The circumstance of Thompson’s termination is
material because it affects the applicability of the contract’s
severance provision: involuntary termination triggers the
entitlement, voluntary resignation does not. The issue is genuine
because the record evidence is sufficient for a reasonable
factfinder to reach the district court’s conclusion or to discredit
the evidence propounded by Syntroleum in favor of the evidence
presented by Thompson. Resolution either way will require a
factfinder to credit deposition testimony and accord weight to the
parties’ competing versions of the facts. Under these
circumstances, the district court’s grant of summary judgment was
erroneous.
III. CONCLUSION

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For the reasons discussed above, the district court’s
grant of summary judgment is REVERSED, and the case is REMANDED for
further proceedings consistent with this opinion.
REVERSED and REMANDED.

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