Grimsley v. SimSpace Corporation et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
*
DENNIS GRIMSLEY,
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Plaintiff,
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v.
* 	Civil No. 24-2907-BAH
SIMSPACE CORPORATION ET AL.,
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Defendants.
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* 	* 	* 	* 	* 	* 	* 	* 	* 	* 	* 	* 	* 	*
MEMORANDUM OPINION
Plaintiff Dennis Grimsley (“Grimsley” or “Plaintiff”) brought suit against SimSpace
Corporation (“SimSpace”) and William E. Hutchison (“Hutchison”) (collectively “Defendants”)
in the Circuit Court for Anne Arundel County alleging violations of the Maryland Wage Payment
and Collection Law (“MWPCL”), Md. Code Ann., Labor & Empl. § 3-501 et seq. 	See ECF 2.
Grimsley’s complaint arises from Grimsley’s role as Vice President of U.S. Federal Sales at
SimSpace between 2022 and 2024, and he seeks allegedly outstanding commissions from
Defendants on at least seven “SimSpace deals closed in [] Grimsley’s territory during his
employment.” See id. at 7. Defendants removed the action to this Court on the basis of diversity
jurisdiction. See ECF 1. Pending before the Court is Defendants’ motion for summary judgment.
ECF 21. Grimsley filed an opposition, ECF 23, and Defendants filed a reply, ECF 26. All filings
include memoranda of law and exhibits.1 The Court has reviewed all relevant filings and finds
1 The Court references all filings by their respective ECF numbers and page numbers by the ECF-
generated page numbers at the top of the page.
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that no hearing is necessary.2 	See Loc. R. 105.6 (D. Md. 2025). 	Accordingly, for the reasons
stated below, Defendants’ motion for summary judgment is GRANTED.
I. 	BACKGROUND
A. 	Factual Background3
In 2015, Hutchison, as Chief Executive Office (“CEO”), and Lee Rossey, as Chief
Technology Officer (“CTO”), co-founded SimSpace, “which provides cyber-attack trainings and
emulations to businesses in both the public and private sectors through innovative cyber range
technology.” ECF 21-2, at 10; see also About Us, SimSpace, https://simspace.com/company-story/
[https://perma.cc/2HCY-8Y2J] (last visited Jan. 27, 2026); ECF 21-4, at 4, 7:1–8 (deposition of
William Hutchison); ECF 21-16, at 2 (declaration of William Hutchison). Hutchison and Rossey
each own 18% of SimSpace’s stock, respectively. ECF 21-4, at 7:9–17.
Grimsley met Hutchison around 2011, while both men were serving in the United States
military at United States Cyber Command. Id. at 5, 8:3–9; ECF 21-5, at 8, 24:4–17 (deposition of
Dennis Grimsley); ECF 21-6, at 3–4; ECF 21-16, at 2. Hutchison left military service in 2014 and
went on to co-found and work at SimSpace as its CEO, which was also his first private employment
2 Accordingly, Defendants’ request for a hearing on the motion, ECF 22, is denied.
3 In their memorandum attached to the motion for summary judgment, Defendants include a
“Statement of Undisputed Material Facts.” 	See ECF 21-1, at 10. 	Grimsley includes in his
opposition memorandum a numbered “Statement of Material Facts in Dispute,” see ECF 23-1, at
5, along with a response to Defendants’ factual statement in an exhibit attached to his opposition,
see ECF 23-2. Defendants argue that “Neither Rule 56 of the Federal Rules of Civil Procedure or
this Court’s Local Rules permit such a Statement.” 	ECF 26, at 6. 	In truth, neither the Federal
Rules nor this Court’s Local Rules have much to say about how precisely parties should lay out
facts (in dispute or undisputed) in their briefing on a motion for summary judgment. Defendants’
argument more likely takes issue with Grimsley’s exhibit on the basis that, if added to his
memorandum, it exceeds the page limits applicable to memoranda in support of a motion or an
opposition thereto. See Loc. R. 105.3 (D. Md. 2025). Regardless, the Court views the approach
both parties’ have taken here as generally helpful in organizing the factual record. Accordingly,
the Court considers all factual assertions as submitted by the parties.
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after his military service. 	ECF 21-4, at 5, 8:12–16. 	Grimsley later worked for Point3 Federal
(“P3F”), a subcontractor to SimSpace on a government contract from 2017 to 2021. ECF 21-5, at
9, 25:6–20; ECF 21-6, at 2. Thereafter, Grimsley worked as the Director of Business Development
at Leidos from 2021 to 2022. ECF 21-5, at 10–12, 38:3–40:4; ECF 21-6, at 2.
1. 	The 2022 Offer Letter
Beginning in summer of 2022, Grimsley and Hutchison began communicating about
Grimsley joining SimSpace and Grimsley’s potential compensation were he to do so. 	See ECF
21-7; ECF 21-8; ECF 21-9. In an email exchange between Grimsley and Hutchison in September
of 2022, Grimsley indicated that SimSpace was perhaps “the only place that would make [him]
consider leaving [his] current job” because he “underst[oo]d” what Hutchison was “trying to do”
and thought SimSpace had “a great story to tell.” ECF 21-7, at 5. Grimsley indicated to Hutchison
that he was currently the Director of Business Development at Leidos with a base salary of “230K
w/24k in bonus to date pending [his] year end performance . . . which typically [fell] between 9-
10% of [his] base.” Id. At his deposition, Grimsley specified that he did not actually receive any
incentive payments at Leidos because “Leidos does not compensate until you sell something over
$100 million, and I did not close a deal over $100 million during my time there.” ECF 23-9, at
12, 39:1–19. Grimsley also noted in his email to Hutchison that Grimsley had been asked to apply
for a former boss’s position, which would have been “260-300k w/ 25% incentive.” ECF 21-7, at
5. 	Hutchison stated the next day that he sought to “move forward with an offer that [would]
outcompete the pending [Leidos] position.” Id. at 4. Hutchison later indicated that “[w]e typically
based our sales compensation using an On-Target Earnings arrangement . . . and formulate the
structure from there.” Id. at 2.
SimSpace Chief Financial Officer (“CFO”) James Gerber and Chief of Staff Ronald
Gorman were eventually made aware of Hutchison’s communications with Grimsley and of
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Grimsley’s proposed compensation package. 	See ECF 21-10; ECF 23-4, at 26, 97:12–17. 	On
September 18, 2022, Hutchison sent an email to Gerber, proposing that Grimsley should have a
base salary of $260,000, a sales target of $2 million, and a base commission rate of $25%. See
ECF 21-10, at 3. Gerber responded that a “more normal” base commission rate would be “10%,”
because “[a] 25% commission . . . on a $2m quota means you would have to pay him $500,000 on
top of his base salary if he achieved that.” Id. at 2. Gerber ultimately proposed a $260,000 base
salary, a 12% base commission rate on an annual quota of $2 million, and a windfall review for
any contract that had an actual contract value (“ACV”) of greater than 80% of the quota, among
other things. 	Id. 	Gerber remarks that the proposed offer would be “unusually rich, but if
[Grimsley] is the guy, it is worth it in the near term.” Id. Gerber also forwarded his proposal to
Gorman. See id.
On September 21, 2022, Hutchison sent Grimsley an email with an outline of an offer of
employment, hoping to “get [Grimsley’s] thoughts” on it. 	See ECF 21-11, at 3. 	In the email,
Hutchison noted that the base salary would be $260,000, there would be a 12% base commission
rate on an annual quota of $2 million “for all deals originated and managed to a win,” and a
“windfall review for any contract that ha[d] an ACV of >80% of quota.” Id. After some back and
forth over the phone, on September 23, 2022, Hutchison sent Grimsley a follow-up email
purporting to answer some his questions, and stating in relevant part that Grimsley “would earn a
12% commission for sales up to $2M (so, if you secured a $100k contract, you would earn $12k),
“[u]psells originated by you – yes you would earn a commission.” Id. at 2; ECF 21-16, at 2. The
same day, Hutchison extended a formal “SimSpace offer letter” to Grimsley (the “2022 Offer
Letter”). See ECF 21-12, at 2.
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The 2022 Offer Letter stated that, “[o]n behalf of the SimSpace Corporation, I am pleased
to offer you employment with the Company.”4 ECF 21-13, at 2. The letter identified Grimsley’s
position as “Vice President of US Federal Sales . . . reporting to the CRO [Chief Revenue Officer]”
and listed his start date as “10 October 2022.” Id. The letter also indicated that Grimsley’s base
salary would be $280,000 and that SimSpace “will pay you an annualized on-target commission
of $240,000,” the “specifics” of which would be “detailed in your 2022 Sales Compensation Plan,
which will be provided to you in your first week with the company.” Id. The letter further provided
that Grimsley could receive a total of $590,000 in “on-target earnings . . . upon achievement of
[his] sales target,” stating expressly that “on-target earnings” included “two components: base
salary . . . and at-risk earnings,” the latter of which expressly included Grimsley’s commission.
See id.
Although a “2022 Sales Compensation Plan” was referenced in the 2022 Offer Letter, and
Hutchison testified that one existed, see ECF 23-4, at 7, 20:18–20, no such plan was produced in
discovery. Moreover, Hutchison testified that he was “not sure” a 2022 Sales Compensation Plan
was ever provided to Grimsley, id. at 21:15–18, and Grimsley stated that he never received one,
ECF 23-5, at 2 ¶ 1 (declaration of Dennis Grimsley). The 2022 Offer Letter specified that “you
may not accrue a commission . . . after your employment with the Company has terminated,
regardless of the reason for termination.” 	Id. 	The letter also stated that the “[c]ommission
arrangement [would] be subject to periodic review and adjustments at the Company’s discretion.”
4 The 2022 Offer Letter specified that Grimsley’s employment would be on an “at will” basis.
ECF 21-13, at 3. Grimsley affirmed at his deposition that he is not challenging the termination of
his employment. ECF 21-5, at 22–23, 77:19–78:5.
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Id. At his deposition, Grimsley stated that he read the 2022 Offer Letter to contain a promise of
commissions. See ECF 21-5, at 16–17, 59:6–60:9.
Under a section titled “Interpretation, Amendment and Enforcement,” the 2022 Offer
Letter stated that it, along with other agreements not relevant to this litigation,5 “constitute[d] the
complete agreement between you and the Company, contain[s] all of the terms of your
employment with the Company and supersede[s] any prior agreements, representations or
understandings (whether written, oral or implied) between you and the Company.” Id. at 3. The
letter further provided that “[t]he terms of this Offer Letter and the resolution of any disputes at to
the meaning, effect, performance or validity of this Offer Letter” would be “governed by
Massachusetts law.”6 Id. The 2022 Offer Letter was signed by Hutchison. 	Id. at 4. 	Grimsley
signed the letter on September 27, 2022, and returned it to Hutchison via email the same day. Id.;
21-14, at 2; see also ECF 21-5, at 14, 52:15–20 (when asked whether the exhibit “accurately
capture[d] how you were to be compensated at SimSpace starting on October 10th, 2022,”
Grimsley stated “Yes”).7
5 Those agreements included “the Employee Non-Competition, Non-Solicitation, Confidentiality
and Assignment Agreement,” which Grimsley signed on the same day as the 2022 Offer Letter,
see ECF 21-13, at 5–9, and “any plans and agreements applicable to the equity grants referred to”
in the 2022 Offer Letter, see id. at 2–3.
6 The 2022 Offer Letter also contained a choice of forum clause, stating “[y]ou and the Company
submit to the exclusive personal jurisdiction of the federal and state courts located in the
Commonwealth of Massachusetts in connection with any Dispute or any claim related to any
Dispute.” ECF 21-13, at 3. No party has discussed or otherwise sought to enforce the choice of
forum clause in this litigation, and so the Court does not address it further.
7 As a term of his employment, Grimsley also agreed to accept a pro-rated “Management by
Objectives,” or “MBO,” payment for the period from October 10, 2022 through January 31, 2023
in the amount of $30,000, which SimSpace paid and for which Grimsley is not seeking damages.
See ECF 21-5, at 15, 57:5–22.
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Grimsley worked in the role of Vice President of U.S. Federal Sales until February 9, 2024.
See ECF 23-9, at 36, 134:18–19. Grimsley was the highest compensated employee at SimSpace
during his time there. ECF 21-4, at 27, 16–19; ECF 21-2, at 29 ¶ 120; see also ECF 23-2, at 16 ¶
120. 	Consistent with the 2022 Offer Letter, Grimsley reported to Ross Brewer, the CRO of
SimSpace, for the majority of Grimsley’s employment, until Brewer was terminated from his
position for alleged “poor performance,” at which point Hutchison “stepped in to sort of help move
the sales team forward.” 	ECF 21-4, at 23–24, at 92:14–93:21. 	Grimsley described his role at
SimSpace at his deposition as one that required him “to engage with the federal government and
do business development, identify contracts and bring in revenue from federal organizations into
SimSpace.” ECF 21-5, at 21, 66:4–9. Grimsley also noted that he was responsible for entering
sales opportunities into Salesforce throughout his employment. ECF 21-5, at 41, 146:5–13.
2. 	The FY24 Compensation Plan
Around November of 2022, SimSpace leadership began discussing a reorganization of the
Company’s compensation structure, specifically by implementing an annual sales compensation
plan that would be uniform across all employees who opted for incentive-based earnings. See ECF
21-15. SimSpace’s updated compensation plan included a new commission arrangement for all
employees who opted in, along with corresponding letters containing each individual employee’s
commission rate, quota, and other specific metrics. See id. at 3–6. Hutchison, Gerber, and Brewer
were all involved with the drafting process regarding the FY24 Compensation plan to some extent,
along with Marci Niles, SimSpace’s Vice President of Human Resources, and Carolyn Topham,
SimSpace’s Vice President of Sales Operations. 	ECF 21-4, at 7, 24:4–20, at 11, 40:19–21; see
also ECF 21-15. In emails between those individuals, Hutchison recommended that there should
be “no more commissions to those who have not contributed to sale” and “proportional
commission based on value added to a sale.” ECF 21-15, at 6. Gorman further recommended that
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“for Grim, we need to put a comp plan in place that runs from ~Nov through 2023; should follow
the policy and template we use for everyone else.” Id. at 3.
The final FY24 Plan spanned nine pages, and was signed by Brewer, Gerber, and Hutchison
at the bottom. 	See ECF 21-20, at 2–10. 	The FY24 Plan described itself as meant “to achieve
certain financial and non-financial goals, including driving significant growth, increasing
SimSpace’s market share, and ensuring SimSpace is a professional and efficient business partner
and customer-focused company.” 	Id. at 2. 	Section I of the FY24 Plan set its effect date as
“February 1, 2023” and made itself applicable “to all sales compensation earned on or after
February 1, 2023 through January 31, 2024 (the 2024 Fiscal Year), or until any earlier date on
which it is terminated by SimSpace (the ‘Plan Period’).” Id. Section I also provided that “[t]he
Plan and the Sales Compensation Plan Acknowledgment Letter . . . signed by the Participant . . .
contain[s] the entire agreement between the Participant and SimSpace concerning the Participant’s
2024 Fiscal Year sales compensation and supersede all prior sales compensation plans/programs
of SimSpace and any other oral or written statements to the Participant regarding this subject.” Id.
Finally, Section I provided that SimSpace was “the sole administrator of this plan and may, at its
sole discretion, prospectively change this Plan, implement a new plan, eliminate this or any future
plan at any time.” Id.
Section III, titled “Compensation,” identified a “base salary,” “commissions,” and “special
incentive” as eligible forms of compensation participants might receive under the FY24 Plan. Id.
at 2–3. Section IV of the FY24 Plan included defined terms, such as ACV, or “the value of a sales
contract that is billable in the first 12 months” to a client, which could be computed at SimSpace’s
“sole discretion”; the sales “quota” as detailed in the FY24 Letter; the base commission rate
(“BCR”) paid on “any [q]uota attainment up to 100% and/or as detailed” in the FY24 Letter; and
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“quota credit” as “the amount of ACV on a Transaction closed by a Participant credited towards
the Participant’s Quota.” Id. at 3–5. Section V described the conditions for obtaining quota credit,
including that a transaction for which the credit is sought was “complete,” based on, among other
necessary conditions, whether “[t]he opportunity associated with the Customer was listed by the
Participant in Salesforce.” 	Id. at 5–6. 	Section VI further restricted the quota credit in certain
circumstances, including precluding it for “second year onwards ACV on a multi-year deal.” Id.
at 6.
Section VIII of the FY24 Plan dealt specifically with the “earning and payment of
commissions and special incentives.” Id. (capitalization altered). On the topic of commissions,
Section VIII provided in relevant part:
Commissions become earned on a Transaction when SimSpace is paid in full by the
Customer or Partner, as applicable. . . . Commissions . . . are due and payable after
calculation of amounts due and approval of final compensation values by both the CRO
and CFO (or designated CFO representative), considering Adjustments, Participant Letters
and relevant Sections of this Plan. Payments will be made in accordance with each
Participant’s Letter.
Commission . . . amounts paid prior to being earned will be deemed a recoverable draw /
advancement. In the event the Transaction is not paid in full by the Customer or is subject
to other provisions and/or Adjustments that would reduce the Commission . . . earned
amount, the Commission . . . is recoverable from the Participant at any time, including
post-employment, through a reduction in future Commissions . . . payments or out of any
other moneys due to the employee or any means at the Company’s sole election to the
extent permitted by applicable law. By receiving payments under this Plan and signing the
Participant Letter, Participant agrees to sign any documentation required by the Company’s
payroll provider to accomplish the same.
All calculated amounts and the basis for the Commission . . . will be provided to each
Participant in a Compensation Statement, signed by the CRO and the CFO (or designated
CFO representative).
Id. (emphasis in original).
Section IX of the FY24 Agreement governed “participant letter changes.” 	Id. at 7
(capitalization altered). It provided that SimSpace “retains the right to edit the Participant Letters,
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including enlarging, decreasing, modifying, or changing a Participant’s Territory, Quota, BCR,
ACRs, or position, at any time in its sole discretion, and to the maximum extent possible will
provide prior verbal, written or email notice to the affected Participant.” Id. However, it specified
that “[a]ny such change [was] prospective” and would “not affect any Commissions . . . earned on
or before the effective date of such change.” Id. (emphasis added). Section X of the FY24 Plan
governed “splits,” or the circumstance in which “one or more Participants collaborate on a sale.”
Id. In such a case, quota credit could be split between the participants “based on the level of each
Participant’s involvement and effort in generating the sale as determined by sales management in
its sole discretion.” Id.
Section XI governed what the parties have termed the “Exceptional Deals” clause. See id.
That section provided, first, that “all Participants are required to accurately, fully, and timely enter
prospective sales opportunities in Salesforce.com” and that such opportunities “must be accurately
entered and maintained in Salesforce.com over the life of the opportunity,” including the
anticipated closing date. 	Id. 	Second, the clause provided, in relevant part, that in the event an
opportunity or transaction was “not properly forecasted” on Salesforce, or “if any of the following
situations occur, SimSpace management will review the Transaction, and may determine, in its
discretion and without prior notice, to modify, limit, reduce, or eliminate the affected Participant’s
Quota Credit or Special Incentive on the Transaction: . . . B. Transaction ACV is >40% of
Participant’s Quota” and “C. Transaction ACV is greater than $1 Million.” Id. 	In the event of
termination of employment, Section XIV provided that a participant in the FY24 Plan would
“cease to earn any compensation under this Plan on the date the Participant is no longer actively
employed in good standing with the Company.” Id. at 8. 	The FY24 Plan further provided that
“good standing means that the Participant is actively employed by the Company, the Company has
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not provided the Participant with a notice of termination, and Participant has not provided the
Company with a notice of termination.” Id. However, the participant would “be paid any earned
Commissions and/or Special Incentives in conjunction with the Participant’s final payroll event
(subject to local laws).” Id. (emphasis added).
Section XVIII provided that the FY24 Plan “does not create a contract of employment for
any specified period of time between SimSpace and any Participant. In addition, payment(s) made
in any year is no guarantee of payment(s) in future years.” Id. at 9. Moreover, in Section XIX,
SimSpace again “reserve[d] the right to modify, amend, suspend, and/or terminate this Plan at any
time” and noted that it “may, at its sole discretion, provide affected Participants with prior written
or email notice of that amendment, modification, suspension, or termination.” Id. The FY24 Plan
also contained its own choice of law clause, which indicated that, “[f]or U.S. based Participants,
this Plan shall be governed by and construed in accordance with the laws of the State in which the
eligible Participant resides.” Id. The final section of the FY24 Plan that is potentially relevant to
this litigation, Section XXII, stated that “[b]y signing the Participant’s Letter, each Participant
acknowledges that the Participant has read, understands, and agrees to the terms and conditions of
this Plan as referred to in their letter.” Id. Further, “[t]he Plan and the Letter set forth the entire
agreement and understanding between SimSpace and the Participant relating to the Participant’s
sales compensation, and those documents supersede and replace any and all prior plans,
agreements, discussions and understandings, whether oral or written, regarding the Participant’s
sales compensation.” Id. at 9–10.
3. 	Grimsley’s FY24 Letter
Gorman stated at his deposition that SimSpace management “created the plan . . . and had
that executed. Then, as individual reps came to terms on their individual letters, we attached the
plan with the letter, sent the entire package to them to review and sign their letter, the letter
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acknowledging that they had read the entire plan that was in place, and acknowledge the terms of
their individual letters.” ECF 21-18, at 24–25, at 128:18–129:7. Grimsley’s Sales Compensation
Plan Acknowledgement Letter (the “FY24 Letter”) stated that Grimsley’s “base earnings” was
$280,000, his quota for “new and upsell US federal customer transactions” was $2 million and his
BCR was 15.5%. See ECF 21-20, at 11 (capitalization altered). The FY24 Letter noted that there
were “no provisions for renewal Customers” or “US Government Assisted Transactions,” and that
“[a]t the sole discretion of the CRO and CFO, Quota Credit may be given and Commissions paid
for Transactions booked outside of the Territory, provided it can be shown in Salesforce.com that
Participant was directly involved.” Id. Like the FY24 Plan, the FY24 Letter also provided that
there would be no quota credit given “for second year onwards ACV on multi-year deals,” but did
provide that there would be a “bonus at the ‘Multi-Year Rate’ (limited to the second and third
years of contract only)” in the amount of 1.9375%. Id.
In the FY24 Letter’s “other terms and conditions” section, it provided that “Quota Credit
is awarded by the CRO and CFO . . . as defined in the Plan” and commissions were to be paid on
a quarterly basis, “no later than the last pay period of the second month following the end of the
quarter (end of June for Q1, end of September for Q2, end of December for Q3, and end of March
for Q4)” so long as the participant was “actively employed in good standing by SimSpace when a
Commission is accrued.” Id. at 12. That section further provided that in the case of “[a]ny conflict
between the terms of this Letter and the Plan, the Plan shall govern.” Id. Finally, it reiterated that
“SimSpace reserves the right to modify, amend, suspend, and/or terminate the terms of this Letter
at any time” and “[t]o the maximum extent possible, SimSpace will provide the Participant with
prior verbal, written or email notice of that amendment, modification, suspension, or termination.”
Id. Above the signature line, the FY24 Letter stated: “Your signature below attests that you have
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read and accepted the terms of this Letter and the 2024 Fiscal Year SimSpace Sales Compensation
Plan.” Id.
4. 	Grimsley’s Execution of the FY24 Compensation Letter
In early February of 2023, Brewer contacted Grimsley about changing his compensation
structure in Fiscal Year 2024. See ECF 21-21. He noted that “[t]he intent [was] to get all the sales
team on the same FY24 compensation plan, based on revenue attainment.” Id. at 2. Brewer noted
that “[w]e will of course honour any arrangement you have with [Hutchison] and it’s up to you
how you want to proceed and if you want to move over to the new plan at this stage.” Id. Brewer
also noted that SimSpace management was “trying to find the best way to compensate you on
PCTE, while driving new Gov US business.” Id. Based on Brewer’s email, the FY24 Letter would
have originally included a quota of $4 million for Grimsley, along with, among other things, “0-
100% of commission in direct line with annual quote [sic] i.e., $4,000,000 / $310,000 = 7.75%
Base Commission Rate.” Id. at 3. Brewer stated it differently: “[f]or every dollar of ACV you
sell you sell you will receive $0.0775 up to 100% of your quota.” 	Id. 	Originally, Grimsley
responded that he preferred “to stick with [his] original plan.” Id. at 4.
On March 2, 2023, after an apparent call with Grimsley, Gorman sent an email reiterating
“our intent to honor any agreements made between you and [Hutchison] regarding your
compensation.” 	ECF 21-22, at 2. 	Gorman went on to propose some thoughts about “possible
provisions” of the FY24 Letter, including maintaining Grimsley’s $280,000 base salary, a quota
of $2 million, and a BCR of either 16% or 12%, among other provisions. Id. Grimsley responded
on March 6, 2023 with a proposal for, in relevant part, a quota of $2 million, which “includes
upsell of existing contracts but does not include PCTE renewal of $21.4M,” and:
o 	Quota from $2,000,000-$4,000,000 = 0% Commission
o 	Quota from $4,000,000+ = 7% Commission
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Id. at 3. The next day, Gorman responded that he would take a closer look and follow up. Id. In
a conversation over Slack with Roland Hansen, another sales engineer on Grimsley’s team, on
March 16, 2023, Hansen told Grimsley that Hansen still did not know what Hansen’s quota would
be for FY24. ECF 21-23, at 3. Grimsley responded that it was “probably because I’ve been a pain
in the a-- and I’m delaying everyone else.” Id. Grimsley later wrote that he had “heard [Hansen’s]
quota would be 4 through the grapevine.” Id. Hansen asked, “New and renewals?” Id. Grimsley
responded, “That’s what [sic] I’m fighting a bit because it was no renewals… only upsells and
Michelle would be responsible for all renewals.”8 Id. at 4.
On April 25, 2023, Grimsley signed a FY24 Letter that included comments from him in
Word format.9 See ECF 21-24; ECF 23-7, at 2–5. 	The comments identified Grimsley’s issues
with two of the FY24 Letter’s provisions. 	See ECF 23-7, at 4. 	First, Grimsley commented on
Section 7 of the FY24 Letter related to U.S. Government Assisted Transactions, writing:
This is a no go for me. My plan from the beginning was to land and expand with
PCTE. Quickest way to increase revenue was through existing contracts. When I
first read this I thought there was a PCTE clause but there is not. So if PCTE
increases capacity or upsells do I get credit for that? I was told no by Ross. I
explained that more than 25% of my time is spent on PCTE between Sprints travel
and events. It’s evident with the preparing of the relationship. His comment was
that I would get the benefit of all of the transactions that would come from PCTE...
i.e the UK MOD. I’m working closely with the CYBERCOM J9 and the OSD SCO
to push government initiatives. Originally I would get all the PCTE expansion and
there wasn’t any provisions.
8 As Grimsley explained at his deposition, SimSpace treated renewals as the “responsibility of the
customer success person.” ECF 23-9, at 28, 103:11–12. Grimsley described it as follows: “I sell
a new deal. I hand it off to client success or customer success, and they have the care and feeding
of that client.” Id. at 103:12–16.
9 Although Grimsley did not execute the FY24 Letter until May, he agrees that the FY24 Letter
“would apply to February forward.” ECF 21-5, at 25, 91:5–14.
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Id. (errors in original). A member of SimSpace management believed to be Gorman replied to
Grimsley’s comment, see ECF 23-4, at 9, 28:6–17; ECF 23-8, at 8, 22:1–3, writing:
This is FMS (where the USGov pays for another country’s capability). This is not
PCTE-sourced or Allied Gov that pay for their own capability. Need to reconcile
with Territory also...
ECF 23-7, at 2. Second, Grimsley commented on Section 8 of the FY24 Letter, which stated that
there were “no provisions for renewal Customers.” Id. Grimsley wrote:
My second question on renewals. For example. DOE is purchasing a range for let’s
call 1M. Next year they purchase a range for 1.5M. Do I get credit for 1.5M for
only 500K? I don’t get this either. I understand if it was someone else customer that
was renewing but if it is a customer that I brought in and have the relationship with
then why would I not get commission. So I cut ties all together and move on?
Id. A SimSpace representative, again likely Gorman, responded, writing:
This is for FY24 only. There will be a new comp plan for FY25. As far as I am
aware, you do not have any renewals in FY24... Customer Success owns all
renewals for the FY.
See id.
The record contains a copy of the FY24 Plan with Grimsley’s signed FY24 Letter appended
thereto, without comments and dated April 25, 2023. See ECF 21-25, at 14. On that document,
Brewer’s signature is dated “5/17/2023.” 	Id. 	On April 27, 2023, in an email from Brewer to
Gorman, Brewer expressed his concern that Grimsley would have a “big reaction to the main comp
plan as it’s very heavy handed.” ECF 23-11, at 3. Brewer noted that Gorman should “issue he
[sic] complete package via DocuSign and then we can deal with his reaction.” Id. The DocuSign
records produced should that the FY24 Plan and Letter document package was created by Gorman
in DocuSign on April 29, 2023, and Gorman sent invitations to access that document package to
Brewer and Grimsley on that same day. 	See ECF 21-26, at 2. 	DocuSign records reflect that
Grimsley opened and viewed the document package that evening, and again on May 1, 2023, but
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DocuSign records never indicate Grimsley “signed” the document package, see id. at 2–3, like
they do for Brewer, presumably because the FY24 Letter appended to the FY24 Plan had already
been signed by Grimsley on April 25, 2023.
On April 29, 2023, Gorman sent an email to Brewer that stated, “He signed it. I don’t know
if he even read the front matter. I’m going to turn into a pdf and re-send for signatures to make
sure it is clean.” ECF 23-11, at 3. On May 1, 2023, Brewer responded, “Agreed.” ECF 23-11, at
4. The final two entries in the DocuSign records associated with the document package note that
it was resent to Grimsley by Gorman on May 12, 2023 and that the document package was
“voided” on May 15, 2023. 	Id. at 3. 	On May 17, 2023, the DocuSign system sent Gorman a
notification that Grimsley’s FY24 Letter had “been completed.” 	ECF 21-25, at 2 (“All signers
completed”). 	However, Gorman understood this to mean, and DocuSign records reflected, that
Brewer had signed the document package, not Grimsley. ECF 23-8, at 13, 42:1–10; see also id. at
34, 126:4–10 (“[Grimsley] did not execute a DocuSign on the full plan and letter.”).
Gorman noted at his deposition that his “intent for sending [ ] Grimsley that entire package
was he had only sent me his letter signed. I put the two together to follow the same process we
used with all of the other reps and sent them to him. He viewed it and opened it two times.” ECF
21-18, at 25, 129:8–13. 	Gorman apparently “wanted to give [ ] Grimsley the opportunity to
actually read the entire document before formally signing again.” 	ECF 23-8, at 10, 30:6–13.
However, as Gorman observed, Grimsley “did not ever sign” the entire package of materials anew.
See ECF 21-18, at 25, 129:14–15; ECF 23-8, at 13, 45:6–19.
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5. 	Grimsley’s Termination from SimSpace
In January of 2024, SimSpace decided to terminate Grimsley’s employment, although
Hutchison stated at his deposition that it had been discussed “for a while.”10 	ECF 21-4, at 19,
71:7–11; see also ECF 21-47. 	Hutchison had discussed Grimsley’s potential termination with
Niles, as well as potentially with Gorman and Brewer. 	ECF 21-4, at 19, 71:2–6, 71:12–14.
Hutchison described the reason for Grimsley’s termination as “lack of progress on developing the
sales pipeline” in sustainable fashion, “lack of progress in bringing in new sales deals,” and lack
of impetus and initiative required for his role. ECF 21-4, at 20, 72:10–14.
Hutchison informed Grimsley of SimSpace’s decision to terminate his employment in a
meeting on January 30, 2024, after which he was provided written confirmation that he would be
placed on administrative leave, effective immediately, and his termination of “employment with
SimSpace” would be effective on February 9, 2024. See ECF 21-48, at 2–4. Grimsley was also
presented with a written separation agreement and release. 	See ECF 21-49; ECF 21-5, at 36,
135:12–19. 	The agreement identified that Grimsley had “earned the commission payment of
$155,000 for the Florida Cyber Range SaaS deal which will be paid to you as per your FY2024
sales commission plan.” ECF 23-9, at 37, 138:1–7. The agreement also noted that commission
payments for the IARPA deals referenced in Grimsley’s complaint would be paid if those deals
were “completed on or before February 9, 2024,” the date of Grimsley’s termination. 	See ECF
23-9, at 37, 138:15–139:9. Grimsley did not agree to the separation agreement. See ECF 23-9, at
37, 140:5–7.
10 Hutchison stated that he had conversations in the “spring of 2023 . . . that things were not moving
in an appropriate direction.” 	ECF 21-4, at 21, 90:5–9. 	Specifically, Hutchison had spoken to
Grimsley about a “lack of drive” and “lack of initiative” on the Cyber Florida deal. Id. at 21–22,
90:12–91:4, at 22, 91:17–20.
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After his termination, Grimsley informed Legg of Grimsley’s intention to pursue litigation
against SimSpace to recover commissions for a number of deals. 	See ECF 21-56; ECF 21-57.
Grimsley stated over text that he was “going to try to claim everything” in the hope that “1 or 2
will hit[,]” and mused about getting “a couple mil [in] settlement.” ECF 21-56, at 2; ECF 21-57,
at 2. Grimsley also created an excel spreadsheet with a number of deals prepared in anticipation
of this litigation. See ECF 21-52, at 2.
6. 	The Contested Deals
Grimsley’s complaint identifies seven deals he believes he earned commissions on during
his tenure at SimSpace. 	See ECF 2, at 5–7. 	Grimsley asserts that he was only “properly
compensated” for one of those deals during his time at SimSpace—“MCTOE[A]”—for which he
received a commission of $2,325.00. Id. at ¶ 34. Grimsley thus alleges Defendants underpaid his
commission “by an amount in excess of $340,000.” Id. at ¶ 36. Grimsley has not identified any
additional deals on which he believes he is owed commissions. See ECF 23-1, at 2. The Court
will address facts related to each deal at issue below as it becomes relevant to do so.
B. 	Procedural History
On September 9, 2024, Grimsley filed this lawsuit in the Circuit Court for Anne Arundel
County. See ECF 1-1; ECF 2. On October 7, 2024, Defendants removed the action to this Court
on the basis of diversity jurisdiction. 	See ECF 1. 	On October 14, 2024, Defendants filed their
answer, ECF 4, and a day later this Court issued a scheduling order, ECF 5. On May 2, 2025, the
parties filed a joint status report indicating that discovery had been completed, ECF 15, and on
June 5, 2025, Defendants filed the motion for summary judgment now ripe for resolution, ECF 21.
II. 	LEGAL STANDARD
Federal Rule of Civil Procedure 56(a) provides that summary judgment should be granted
“if the movant shows that there is no genuine dispute as to any material fact and the movant is
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entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). The relevant inquiry is “whether
the evidence presents a sufficient disagreement to require submission to a [trier of fact] or whether
it is so one-sided that one party must prevail as a matter of law.” Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 251–52 (1986).
“Once a motion for summary judgment is properly made and supported, the opposing party
has the burden of showing that a genuine factual dispute exists.” Progressive Am. Ins. Co. v. Jireh
House, Inc., 608 F. Supp. 3d 369, 373 (E.D. Va. 2022) (citing Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 585–86 (1986)). 	“A dispute is genuine if ‘a reasonable jury could
return a verdict for the nonmoving party.’” Libertarian Party of Va. v. Judd, 718 F.3d 308, 313
(4th Cir. 2013) (quoting Dulaney v. Packaging Corp. of Am., 673 F.3d 323, 330 (4th Cir. 2012)).
“A fact is material if it ‘might affect the outcome of the suit under the governing law.’” Id. (quoting
Anderson, 477 U.S. at 248). 	Accordingly, “the mere existence of some alleged factual dispute
between the parties will not defeat an otherwise properly supported motion for summary
judgment . . . .” Anderson, 477 U.S. at 247–48 (emphasis in original).
The Court must view the evidence in the light most favorable to the nonmoving party and
draw all reasonable inferences in that party’s favor, Tolan v. Cotton, 572 U.S. 650, 657 (2014) (per
curiam); Scott v. Harris, 550 U.S. 372, 378 (2007), and the Court “may not make credibility
determinations or weigh the evidence,” Progressive Am. Ins. Co., 608 F. Supp. 3d at 373 (citing
Holland v. Wash. Homes, Inc., 487 F.3d 208, 213 (4th Cir. 2007)). 	For this reason, summary
judgment ordinarily is inappropriate when there is conflicting evidence because it is the function
of the factfinder to resolve factual disputes, including matters of witness credibility. See Black &
Decker Corp. v. United States, 436 F.3d 431, 442 (4th Cir. 2006); Dennis v. Columbia Colleton
Med. Ctr., Inc., 290 F.3d 639, 644–45 (4th Cir. 2002).
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At the same time, the Court must “prevent factually unsupported claims and defenses from
proceeding to trial.” 	Bouchat v. Balt. Ravens Football Club, Inc., 346 F.3d 514, 526 (4th Cir.
2003) (quoting Drewitt v. Pratt, 999 F.2d 774, 778–79 (4th Cir. 2003)). “The existence of a mere
scintilla of evidence in support of the nonmoving party as well as conclusory allegations or denials,
without more, are insufficient to withstand a summary judgment motion.” Progressive Am. Ins.
Co., 608 F. Supp. 3d at 373 (citing Tom v. Hosp. Ventures LLC, 980 F.3d 1027, 1037 (4th Cir.
2020)).
III. 	ANALYSIS
Defendants make distinct arguments regarding why summary judgment is warranted as to
Hutchison and SimSpace, respectively. The Court addresses the arguments with respect to each
Defendant in turn.
A. 	Hutchison
With respect to Hutchison, Defendants argue that although Grimsley’s complaint alleged
that Hutchison was his “employer” under the MWPCL, “discovery did not remotely bear out these
allegations.” ECF 21-2, at 34. Grimsley argues that, “[w]hen viewed in the light most favorable
to [ ] Grimsley, the evidence supports a finding that [ ] Hutchinson [sic] was [ ] Grimsley’s
‘employer’ within the meaning of the MWPCL.” 	ECF 23-1, at 23. 	Defendants have the better
argument, and the Court will dismiss Hutchison as a defendant in this action.
“The MWPCL is a statutory cause of action, the purpose of which is ‘to provide a vehicle
for employees to collect, and an incentive for employers to pay, back wages.’” Roley v. Nat’l Pro.
Exch., Inc., 474 F. Supp. 3d 708, 718 (D. Md. 2020) (quoting Cunningham v. Feinberg, 107 A.3d
1194, 1202 (Md. 2015)), aff’d, 860 F. App’x 264 (4th Cir. 2021). On termination of employment,
the MWPCL provides that “each employer shall pay an employee . . . all wages due for work that
the employee performed before the termination of employment, on or before the day on which the
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employee would have been paid the wages if the employment had not been terminated.” Md. Code
Ann., Lab. & Empl. (“LE”) § 3-505(a). The act defines “employer” as “any person who employs
an individual in the State or a successor of the person.” Id. § 3-501(b). The parties dispute whether
Hutchison meets that definition.11
“[T]he MWPCL does not contain a provision that expands employer liability to those
acting on behalf of the employer.” Caseres v. S&R Mgmt. Co., LLC, No. 12-CV-01358-AW, 2012
WL 5250561, at *4 (D. Md. Oct. 24, 2012) (citing Watkins v. Brown, 173 F. Supp. 2d 409, 416
(D. Md. 2001)). Accordingly, “[c]ourts analyzing the MWPCL have rejected any interpretation
that would encompass supervisors, officers, or other agents acting on behalf of the corporate
employer.” Id. (first citing Watkins, 173 F. Supp. 2d at 416; and then citing Hosack v. Utopian
Wireless Corp., Civ. No. DKC-11-0420, 2011 WL 1743297, at *5 (D. Md. May 6, 2011)); see also
Cartwright v. Contour Mortage Corp., Civ. No. RDB-23-1964, 2024 WL 3454997, at *3 (D. Md.
July 17, 2024) (“Supervisors and officers are not automatically classified as employees under the
MWPCL.”).
To determine whether an individual can be a considered an “employer” under the
MWPCL’s definition and thus jointly liable for MWPCL violations, “Maryland courts use the
‘economic reality’ test.” Roley, 474 F. Supp. 3d at 722 (citation omitted). “Specifically, courts
consider whether the employer (1) had the power to hire and fire the employees; (2) supervised
and controlled employee work schedules or conditions of employment; (3) determined the rate and
method of payment; and (4) maintained employment records.” Id. (first citing Newell v. Runnels,
11 It is no bar to Grimsley’s potential recovery from Hutchison that SimSpace is an employer for
purposes of the MWPCL. 	“[E]mployees can have multiple employers for MWPCL purposes.”
Roley, 474 F. Supp. 3d at 722 (citing Pinnacle Grp., LLC v. Kelly, 178 A.3d 581, 604–05 (Md.
App. 2018), as an example).
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967 A.2d 729, 772 (Md. 2009); and then citing Campusano v. Lusitano Const., LLC, 56 A.3d 303,
308 (Md. App. 2012)); see also Swain v. Paramount Glob. Inc., Civ. No. SAG-24-00458, 2024
WL 3555114, at *5 (D. Md. July 25, 2024).
“The four enunciated factors of ‘control’ are not to be applied mechanistically[.]”
Campusano, 56 A.3d at 309. 	“[I]t is the totality of the circumstances, and not any one factor,
which determines whether a worker is the employee of a particular alleged employer.” Id. (quoting
Baystate Alt. Staffing v. Herman, 163 F.3d 668, 678 (1st Cir. 1998)). “Consideration of these four
factors is aimed at assessing the broader question of whether the putative employer played a role
in ‘causing’ the underpayment of the employee and the decision to prioritize other financial
obligations.” Roley, 474 F. Supp. 3d at 722 (citing Campusano, 56 A.3d at 310). In light of that
purpose, 	Maryland 	courts 	also 	sometimes 	consider 	“whether 	the 	putative 	employer 	had
‘operational control over significant aspects of the business’ and an ‘ownership interest in the
business.’” 	Id. (quoting the same). 	“In applying the economic reality test, courts assess
specifically the putative employer’s relationship with the plaintiff-employee in particular.” 	Id.
(citing Auto. Trade Ass’n of Md. v. Harold Folk Enters., Inc., 484 A.2d 612, 621 (Md. 1984)).
The Court first assesses whether Hutchison had the “power to hire and fire the employees.”
Roley, 474 F. Supp. 3d at 722. 	It is clear that Hutchison played a significant role in recruiting
Grimsley to SimSpace, see, e.g., ECF 21-7; ECF 21-8; ECF 21-9, and in observing and eventually
communicating the reasons for Grimsley’s ultimate termination, see, e.g., ECF 21-47. However,
Grimsley points to no evidence in the record probative of a conclusion that Hutchison had any
“unilateral authority to hire and fire” Grimsley. Roley, 474 F. Supp. 3d at 724. Rather, the record
reflects that Hutchison was Grimsley’s point of contact in negotiating an offer of employment with
SimSpace. See, e.g., ECF 21-7; ECF 21-8; ECF 21-9. The 2022 Offer Letter explicitly stated that
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Hutchison was acting “[o]n behalf of the SimSpace Corporation” and that Grimsley was being
offered “employment with the Company.” ECF 21-13, at 2. Cf. Odjaghian v. HHS Tech. Grp.,
LLC, 848 F. App’x 534, 541 (4th Cir. 2021) (“Reading Appellants’ allegations in the light most
favorable to them, as we are required to do, clearly shows that EngagePoint employed Appellants
and that White acted on behalf of EngagePoint.”). Further, although Hutchison informed Grimsley
of his termination, Grimsley’s separation agreement and release came from Niles, SimSpace’s
Vice President of Human Resources at the time. See ECF 21-49; ECF 21-5, at 36, 135:12–19.
Although Hutchison clearly “exercised some control” over the matter of Grimsley’s employment,
Grimsley fails to invoke evidence that Hutchison was acting pursuant to “unilateral” power, rather
than on behalf of SimSpace management. See Roley, 474 F. Supp. 3d at 724.
The Court next turns to whether Hutchison “supervised and controlled” Grimsley’s “work
schedules or conditions of employment.” Roley, 474 F. Supp. 3d at 722. Grimsley’s 2022 Offer
Letter indicates that Grimsley would be “reporting to the CRO,” who was Brewer at the time, not
Hutchison. See ECF 21-13, at 2. Indeed, Gerber, the CFO, and Brewer were the individuals who
signed Grimsley’s commission payment for the MCOTEA deal. See ECF 21-29, at 2. Moreover,
multiple members of SimSpace management were involved in establishing the initial terms of
Grimsley’s employment, to varying degrees. See, e.g., ECF 21-10, at 3. And, to the extent that
the terms of FY24 Plan and Letter later governed Grimsley’s employment, Hutchison testified that
he had “very little, if any” involvement in the drafting or signing of Grimsley’s FY24 Letter. See
ECF 21-4, at 18, 62:17–21. 	Moreover, in his declaration, Hutchison noted that “[a]s a highly
compensated exempt employee, [ ] Grimsley had the flexibility to set his own work schedule. I
did not supervise or control [ ] Grimsley’s work schedule, or otherwise dictate the hours he was
required to work. 	[ ] Grimsley was free to set his own schedule provided that he sufficiently
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completed all of his work duties.” ECF 21-16, at 2–3 ¶ 6. 	Grimsley points out that Hutchison
gave Grimsley verbal feedback on his work, see, e.g., ECF 21-4, at 20, 72:10–14 (“I felt like I had
to push or prompt him more than what would have normally been required.”), and that Hutchison
“stepped in to sort of help move the sales team forward,” once Brewer was terminated, ECF 21-4,
at 23–24, at 92:14–93:21. 	Grimsley states that at that point, Hutchison became his “direct
supervisor.” 	ECF 23-5, at 3 ¶ 4. 	Even taking Grimsley’s account as true, Hutchison’s role as
Grimsley’s direct supervisor does not transform Hutchison into the person who “controlled”
Grimsley’s working conditions at SimSpace, especially in light of the other undisputed assertions
that Grimsley had significant discretion over his daily schedule and was supervised by the CRO
for a significant portion of his tenure at SimSpace.
Neither 	can 	Grimsley 	show 	that 	Hutchison 	“determined 	the 	rate 	and 	method 	of
[Grimsley’s] payment.” Roley, 474 F. Supp. 3d at 722. Hutchison was not the only actor involved
in setting Grimsley’s compensation prior to Grimsley joining SimSpace. Rather, Hutchison was
aided by other members of SimSpace management in reviewing and finalizing the terms of the
offer letter. See ECF 21-10; ECF 23-4, at 26, 97:12–17. In fact, after Gerber expressed concern
about Hutchison’s original base commission rate proposal for Grimsley, Hutchison’s follow-up
communications changed to reflect a lower rate. 	See ECF 21-10, at 2; ECF 21-11, at 3. 	And
although Grimsley accurately observes that Hutchison “recruited [him] to join SimSpace” and
“negotiated [his] compensation package directly,” ECF 23-5, at 3 ¶ 4, Grimsley does not point to
anything in the record, beyond his own declaration, suggesting Hutchison exercised exclusive
control over those decisions. See ECF 23-5, at 3 ¶ 4 (stating that Hutchison was the person who
ultimately refused to pay the commissions”). To the contrary and as discussed, Hutchison was not
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even a signatory on the commission payment made from SimSpace to Grimsley for the MCOTEA
deal. See ECF 21-29, at 2.
Finally, nothing in the record indicates that Hutchison maintained employment records for
Grimsley 	during 	Grimsley’s 	employment 	with 	SimSpace. 	To 	the contrary, 	Hutchison’s
declaration states that “[a]s CEO, [he] did not maintain any employment records for any SimSpace
employees.” 	ECF 21-16, at 3. 	Rather, “Grimsley’s personnel records, like those of other
SimSpace employees, were maintained by SimSpace’s Human Resources (“HR”) Department in
the regular course of SimSpace’s business, and his payroll records were maintained by SimSpace’s
Payroll Department.” 	Id. 	Grimsley has not identified any employment records produced in
discovery that are Hutchison’s records, as opposed to SimSpace’s. 	To the extent the additional
factors of ownership interest and operational control are relevant to applying the economic reality
test in this case, the Court observes that Hutchison does not hold a majority interest in SimSpace,
as he owns 18% of SimSpace’s shares. See ECF 21-4, at 4, 7:1–8. While Hutchison certainly had
some operational control over significant aspects of SimSpace as its then-CEO, that level of control
was “tempered” by the role other members of SimSpace management played in Grimsley’s
employment and work. See Roley, 474 F. Supp. 3d at 724.
Grimsley argues that the fact “that other employees played a role in some of these activities
is not sufficient to overcome the evidence that [Hutchison] was [ ] Grimsley’s ‘employer’ under
the statute.” ECF 23-1, at 24. The primary case Grimsley invokes in support of that proposition
is Pinnacle Group, LLC v. Kelly, 178 A.3d 581 (Md. App. 2018). However, Pinnacle Group is
readily distinguishable. There, the Appellate Court of Maryland found no error in a trial court’s
“application of the four–factor economic reality test” and conclusion that the sole owner,
D’Antonio, was the plaintiff’s employer under the MWPCL. 	Id. at 604. 	In so holding, the
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appellate court noted that D’Antonio’s “position as sole owner of Pinnacle [did] not alone subject
him to personal liability under the MWPCL.” Id. However, D’Antonio had stated in his answer
to interrogatories that he was “the only person” at the company “with the authority to ‘official hire’
or ‘officially fire’” employees. 	Id. 	He similarly reported that he had “the final say regarding
employees’ work schedules” and had “final authority to oversee the daily operations” of the
company. Id. (emphasis added). Moreover, D’Antonio stated at his deposition that he approved
a summary of each employee’s hours before the payroll process was finalized and was responsible
for approving all salary and pay raises of employees. See id. Further, the Pinnacle Group Court
held that D’Antonio’s near-exclusive control over those decisions was not lessened by the fact that
he had “two employees ‘who are responsible for bookkeeping, payroll, scheduling employees, and
administering other personnel related duties.’” 	Id. 	Accordingly, D’Antonio was “jointly and
severally liable” under the MWPCL for the wages due to the plaintiff in that case. 	Id. at 605.
Hutchison, however, has not made statements reflecting that he has the extent of control D’Antonio
exercised in Pinnacle Group, nor does Grimsley point to any such statements in the record.
The Fourth Circuit’s unreported decision in Odjaghian v. HHS Technology Group, LLC, is
more on point. 848 F. App’x 534 (4th Cir. 2021). There, the court considered whether plaintiffs,
two former executives at a healthcare technology company, had stated a plausible claim that their
former CEO was their “employer” under the MWPCL. See id. at 536, 540. The Fourth Circuit
did not ultimately engage with the economic reality factors at great length, because it observed
that 	the 	MWPCL’s 	definition 	of 	“employer” 	“contemplates 	some 	sort 	of 	contractual
relationship involving the payment of wages in exchange for services.” 	Id. at 540 (emphasis in
Odjaghian) (quoting Watkins, 173 F. Supp. 2d at 414). “The plain language, general purpose[,]
and clear intent of the MWPCL do not support an interpretation of the word ‘employer’ that would
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include a mere supervisor of another employee.” Id. (quoting Watkins, 173 F. Supp. 2d at 415–
16). 	Applying that principle to the allegations before it, the Odjaghian Court reasoned that the
allegation that the CEO was an employee of the healthcare technology company at the same time
as plaintiffs and had “informed [them] that their employment was terminated” was insufficient as
a matter of law to plausibly allege that the CEO was their “employer” under the MWPCL,
particularly where other allegations in the complaint made it clear that the CEO “acted on behalf
of” the company. Id. at 541. Grimsley points to no evidence on this record to generate a genuine
dispute 	of 	material 	fact 	about 	whether 	he 	maintained 	the 	kind 	of 	“contractual
relationship involving the payment of wages in exchange for services” with Hutchison directly,
rather than SimSpace, that is necessary under the MWPCL to give rise to Hutchinson’s liability.
See id. at 540 (citation omitted).
As Judge Gallagher recently noted, “[w]hile not determinative, . . . typically, individual
defendants are deemed ‘employers’ in the context of small companies where the individual owners
are directly running the business and making all employee-related decisions, and where the
company itself may be undercapitalized.” Swain, 2024 WL 3555114, at *5. Even construing the
minor disputes of fact as to Grimsley and Hutchison’s relationship in the light most favorable to
Grimsley, the record demonstrates that Hutchison was not an “employer” under the MWPCL and
the Court will grant summary judgment to Hutchison on Grimsley’s MWPCL claim.
B. 	SimSpace
Grimsley alleges that SimSpace violated the MWPCL by failing to pay him commission
for several deals. 	See ECF 2, at 7. 	SimSpace argues that it is entitled to summary judgment
primarily because the FY24 Letter Grimsley signed and the FY24 Plan referenced therein gave
SimSpace the right to modify, amend, or eliminate the amount of commissions or incentive
payments paid to its employees. See ECF 21-2, at 9. Grimsley counters that the 2024 Fiscal Year
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Sales Compensation Plan and letter “was never properly disclosed to [ ] Grimsley and is not
enforceable.” ECF 23-1, at 5. Grimsley claims that he signed the Compensation Letter prior to
being provided with the FY24 Plan, which he contends “contains onerous terms that were never
negotiated with” Grimsley, including the Exceptional Deals clause. ECF 23-1, at 12–13. Further,
Grimsley argues that “[t]he summary judgment record contains ample evidence from which a
reasonable factfinder could conclude that [ ] Grimsley earned the disputed commissions and that
Defendants’ failure to pay him violated the MWPCL.” Id. “At a minimum,” he argues, “genuine
disputes of material fact exist as to the formation, disclosure, and enforceability of the purported
compensation plan as well as Defendants’ basis for withholding” the commissions.” Id.
The Court first addresses whether Grimsley was entitled to any commissions as “wages”
under the MWPCL, which turns on what terms governed Grimsley’s compensation while he
worked at SimSpace. 	The Court then addresses whether SimSpace paid Grimsley wages in
accordance with the terms of his employment.
1. 	Whether the Commissions were Wages under the MWPCL
The MWPCL requires that “[e]ach employer shall pay an employee . . . all wages due for
work that the employee performed before the termination of employment, on or before the day on
which the employee would have been paid the wages if the employment had not been
terminated.” LE § 3-505(a). In applying § 3-505, courts consider (1) whether the disputed amount
constitutes a wage, and (2) if so, whether it is owed to the employee as “wages due.” Medex v.
McCabe, 811 A.2d 297, 303 (Md. 2002). The MWPCL defines “wage” as “all compensation that
is due to an employee for employment,” including “a commission.” LE § 3-501(c)(1)–(2); see
also Macsherry v. Sparrows Point, LLC, 973 F.3d 212, 226 n.9 (4th Cir. 2020); Medex, 811 A.2d
at 302 (“Commissions are clearly within the scope of the [MWPCL].”).
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For a commission to count as a “wage,” however, “the employee must have been promised
the particular form of compensation as remuneration for his labor.” Varghese v. Honeywell Int’l
Inc., 424 F.3d 411, 418 (4th Cir. 2005); Whiting-Turner Contracting Co. v. Fitzpatrick, 783 A.2d
667, 671–72 (Md. 2001) (“[T]he wages which an employee is due, and which must be paid . . .
consist of all compensation, and any other remuneration, that the employee was promised in
exchange for his work. In other words . . . to be wages, to be included within the statute, the
payment must have been promised to the employee as compensation for work performed.”
(internal quotation marks omitted)); Medex, 811 A.2d at 302 (“We have held that it is the exchange
of remuneration for the employee’s work that is crucial to the determination that compensation
constitutes a wage. Where the payments are dependent on conditions other than the employee’s
efforts, they lie outside the definition.”); see also Martignetti v. Int’l Bus. Machines Corp., 855 F.
App’x 857, 860 (4th Cir. 2021). “[A]n employee’s right to compensation vests when the employee
does everything required to earn the wages.” Medex, 811 A.2d at 305.
Thus, to decide whether the commissions Grimsley claims he is due are “wages” under the
MWCPL, the Court must first determine whether commissions were, in fact, promised to
Grimsley. This inquiry turns on the question of what agreement and terms governed Grimsley’s
employment with SimSpace, more specifically, whether the FY24 Plan controlled. 	Grimsley
argues that “there is a genuine dispute of material fact regarding whether the FY24 Plan constitutes
a binding agreement between Defendants and [ ] Grimsley.” ECF 23-1, at 25. “Simply put,” says
Grimsley, he “never signed the FY24 Plan and he never assented to the terms set forth therein.”
ECF 23-1, at 25. 	The Court thus begins by examining whether Grimsley bound himself to the
terms of the FY24 Plan and Compensation Letter.
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i. 	Governing Law
As an initial matter, neither party appears to dispute that Maryland law applies to this
Court’s consideration of the contract issues presented by the FY24 Plan and FY24 Letter. 	See
ECF 23-1, at 25–28; ECF 26, at 26–30. 	The FY24 Plan, which the FY24 Letter references,
includes a choice of law clause that states, “[f]or U.S. based Participants, this Plan shall be
governed by and construed in accordance with the laws of the State in which the eligible Participant
resides.” ECF 21-20, at 9. And although the parties do not discuss it, the 2022 Offer Letter, to the
extent it is relevant to the terms of Grimsley’s employment, also contains a choice of law provision,
which states that “[t]he terms of this Offer Letter and the resolution of any disputes at to the
meaning, effect, performance or validity of this Offer Letter” will be “governed by Massachusetts
law.” ECF 21-13, at 3.
“Choice of law provisions are not self-executing[.]” 	Hetrick Companies LLC v. IINK
Corp., 710 F. Supp. 3d 467, 482 n.7 (E.D. Va. 2024). The chosen law governs “only if the choice
of law clause itself is valid and enforceable.” Id. “Federal courts sitting in diversity apply the law
of the state in which the court is located, including the forum state’s choice of law rules.” JJK
Grp., Inc. v. VW Int’l, Inc., Civ. No. TDC-13-3933, 2015 WL 1459841, at *4 (D. Md. Mar. 27,
2015) (citing Colgan Air, Inc. v. Raytheon Aircraft Co., 507 F.3d 270, 275 (4th Cir. 2007)). “Under
Maryland law, choice-of-law provisions in contracts are considered generally valid.” Id. (citing
Jackson v. Pasadena Receivables, Inc., 921 A.2d 799, 803 (Md. 2007)). Thus, the Court will apply
Maryland law to matters of contract formation and interpretation regarding the FY24 Plan and
FY24 Letter and Massachusetts law to matters of contract formation and interpretation regarding
the 2022 Offer Letter.
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ii. 	Incorporation by Reference
“Generally, all writings which are part of the same transaction are interpreted together.”
11 Williston on Contracts § 30:25 (4th ed.). “Incorporation by reference is a method of contract
drafting such that where a subsequent document references a previous document, it incorporates
that previous document into the subsequent.” Pinnacle Grp., 178 A.3d at 597. 	“Maryland law
recognizes that parties may agree to define their rights and obligations by reference to documents
or rules external to the contract.” 	Wells v. Chevy Chase Bank, F.S.B., 832 A.2d 812, 831 (Md.
2003). “It is settled that where a writing refers to another document that other document, or so
much of it as is referred to, is to be interpreted as part of the writing.” Pinnacle Grp., LLC, 178
A.3d at 597 (quoting Wells, 832 A.2d at 831).
The Supreme Court of Maryland recently left unresolved the question of whether, “[w]here
a separate document is never made available to, shown to, or signed by a contracting party, but
that separate document is incorporated by reference into the underlying contract, [ ] a consumer
[is] bound by the terms of that separate document despite the fact that the consumer had no
knowledge of or access to the terms contained in that separate document?” 	Lyles v. Santander
Consumer USA Inc., 347 A.3d 449, 455 n.2 (Md. 2025). Although Maryland’s highest court has
yet to resolve the issue, Maryland’s intermediate appellate court has suggested, albeit in an
unreported opinion, that Maryland’s incorporation by reference doctrine might still be utilized
even where parties fail to attach a document to the contract that is referenced in the signed contract.
See Leveque v. Esveld, No. 2478, Sept. Term, 2017, 2019 WL 3231365, at *3 n.7 (Md. App. July
18, 2019) (citing Ray v. William G. Eurice & Bros., 93 A.2d 272, 274, 279 (Md. 1952), a case in
which “plans and specifications were incorporated by reference into contract to build a house
where the written contract ‘specifically and explicitly’ referred to the documents even if they were
not physically attached to the contract, though the contract stated the documents were ‘attached’”);
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see also Lyles v. Santander Consumer USA Inc., 325 A.3d 1000, 1013–14 (Md. App. 2024), rev’d
on other grounds, 347 A.3d 449 (Md. 2025).
The Fourth Circuit has also considered, albeit in a case applying West Virginia law,
whether incorporation by reference was proper where a contract contained the statement, “ALL
TERMS & CONDITIONS ON THE FOLLOWING PAGES ARE INTO [sic] AND MADE A
PART OF THIS CONTRACT,” but in fact no “following pages” were attached to the document.
Logan & Kanawha Coal Co., LLC v. Detherage Coal Sales, LLC, 514 F. App’x 365, 366 (4th Cir.
2013). In Logan, the Fourth Circuit observed that although the Supreme Court of Appeals of West
Virginia had recognized that separate writings may be incorporated by reference into a contract, it
had not articulated the requirements for effective incorporation by reference. Id. at 367. Drawing
on Third Circuit precedent and Williston on Contracts, the Logan Court concluded that the doctrine
of incorporation by reference had been satisfied by the reference in the contract to the terms and
conditions, despite the failure to attach such terms. See id. at 367–68. The Fourth Circuit observed
that “[i]ncorporation by reference is proper where the underlying contract makes clear reference
to 	a separate document, 	the identity 	of 	the separate document 	may 	be ascertained, 	and
incorporation of the document will not result in surprise or hardship.” Id. (quoting Standard Bent
Glass Corp. v. Glassrobots Oy, 333 F.3d 440, 447 (3d Cir. 2003)). “Although it must be clear that
the parties to the agreement had knowledge of and assented to the incorporated terms, the party
challenging incorporation need not have actually received the incorporated terms in order to be
bound by them, especially when both parties are sophisticated business entities.” 	Id. at 368
(internal citation omitted) (first citing 11 Williston on Contracts § 30:25 (4th ed. 2011); and then
citing Standard Bent Glass, 333 F.3d at 447 n.10).
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The Fourth Circuit’s reasoning in Logan is consistent with other firmly recognized
principles of Maryland contract law. 	Indeed, Grimsley agrees that “a party challenging the
incorporation of a document ‘need not have actually received the incorporated terms in order to be
bound by them’” at the time of assent. See ECF 23-1, at 26 (quoting 11 Williston on Contracts
§ 30:25 (4th ed. 2011)). 	However, Grimsley argues that “[t]he party would still ‘need to know
which . . . provisions were incorporated.’” Id. (quoting the same). Grimsley contends that “[w]ith
respect to the FY24 Plan, there is not just a genuine dispute of material fact; it is undisputed that
the FY24 Plan and its onerous terms (including the ‘exceptional deal’ clause) were not
ascertainable by [ ] Grimsley at the time he signed the 2024 Compensation Letter.” Id. at 27. In
support of this conclusion, Grimsley invokes Enterprise Information Management, Inc. v.
SuperLetter.com, Inc., Civ. No. DKC-13-2131, 2013 WL 5964563 (D. Md. Nov. 7, 2013).
However, Grimsley misapplies the holding of that case.
In SuperLetter, the plaintiffs “were on notice that provisions” from an arbitration
agreement were incorporated into their contract, but there was “some dispute about how, or
whether, they knew precisely which provisions were so incorporated.” Id. at *7 (emphasis added).
There, “explicit references” were made in the contract at issue to “CTT DOC 24 SCHED 2 TERMS
AND CONDITIONS, which [itself] identifie[d]” the arbitration agreement defendant sought to
invoke. See id. at *6. However, the contract defined the arbitration agreement “to mean only those
terms that may be identified and incorporated elsewhere,” rather than providing any indication as
to specific terms and conditions incorporated. Id. at *5. Reviewing Maryland precedent, the Court
concluded that a “party challenging incorporation need not have actually received the incorporated
terms in order to be bound by them, especially when both parties are sophisticated business
entities.” Id. at *6–7 (citing Ray, 93 A.2d at 279). However, Judge Chasanow went on to hold
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that although “[p]laintiffs need not have received a copy of the pertinent [agreement] in order to
be bound by their terms, [p]laintiffs need[ed] to know which [agreement] provisions were
incorporated.” 	Id. at *7. 	“Then, if the contents of the separate document could have been
ascertained, and incorporation of the document would not result in surprise or hardship, [p]laintiffs
would be bound.” Id. The terms and conditions ultimately provided in SuperLetter “appear[ed]
to list some, but maybe not all, of the [arbitration] provisions.” Id. at *5. Since it was not clear
whether plaintiffs knew what provisions of the arbitration agreement were incorporated—due to
the mismatch between the entire agreement being referenced but only some provisions being
provided—the Court held that an evidentiary hearing on the matter was appropriate. 	See id. at
*7.12
A factual dispute analogous to what the Court encountered in SuperLetter is not present
here. Neither party maintains that there is a dispute that Grimsley was not on notice as to which
provisions of the FY24 Plan were incorporated into the FY24 Letter. 	Rather, the question is
whether the incorporation by reference doctrine still applies where a party alleges that he never
received nor read the referenced terms but signed a document expressly reflecting that he had.
“[U]nder Maryland law, a party who signs a contract is presumed to have read and understood its
terms and as such will be bound by its execution.” Holloman v. Cir. City Stores, Inc., 894 A.2d
547, 556 (Md. 2006); see also Walther v. Sovereign Bank, 872 A.2d 735, 754 (Md. 2005) (“If
petitioners did not [read the agreement] before they signed the agreement, they have no persons to
blame but themselves. . . . [W]e are loath to rescind a conspicuous arbitration agreement that was
signed by a party whom now, for whatever reason, does not desire to fulfill that agreement.”);
12 The docket in Superletter confirms that while a hearing was scheduled, the matter was
voluntarily dismissed by the plaintiffs before it took place.
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Binder v. Benson, 171 A.2d 248, 250 (Md. 1961) (“[T]he usual rule is that if there is no fraud,
duress or mutual mistake, one who has the capacity to understand a written document who reads
and signs it, or without reading it or having it read to him, signs it, is bound by his signature as to
all of its terms.” (first citing Ray, 93 A.2d at 278; and then citing Restatement (First) of Contracts
§ 70 (1932)). “One is under a duty to learn the contents of a contract before signing it; if, in the
absence of fraud, duress, undue influence, and the like he fails to do so, he is presumed to know
the contents, signs at his peril, suffers the consequences of his negligence, and is estopped to deny
his obligation under the contract.” Holzman v. Fiola Blum, Inc., 726 A.2d 818, 831 (Md. App.
1999) (emphasis added). So too here. Grimsley was under a duty to learn of the contents of the
referenced FY24 Plan before he signed a two-page letter which expressly provided that his
signature “attest[ed] that [he had] read and accepted the terms of this Letter and the 2024 Fiscal
Year SimSpace Sales Compensation Plan.” ECF 21-20, at 12 (emphasis added).
A final issue Grimsley raises regarding whether the FY24 Plan was incorporated by
reference into the FY24 Letter is an allegation in his opposition memorandum that the FY24 Plan
“was not yet in existence when the 2024 Compensation Letter was presented to, and signed by, [ ]
Grimsley.” ECF 23-2, at 6. As an initial matter, the Court agrees that the question of whether a
non-existent document can be incorporated by reference into a contract presents a distinct issue.
Other courts have indeed held that “an instrument may incorporate by reference only the terms of
an instrument already in existence.” Loc. 1316, Int’l Bhd. of Elec. Workers v. Superior Contractors
& Assocs., Inc., 608 F. Supp. 1246, 1249 (N.D. Ga. 1985) (quoting Bricklayers International
Union, Local 15 v. Stuart Plastering Co., 512 F.2d 1017, 1029 (5th Cir. 1975)); see also, e.g.,
Pharmacy Corp. of Am. v. Askari, Civ. No. 16-1123-RGA-MPT, 2018 WL 2108200, at *7 (D.
Del. May 7, 2018), report and recommendation adopted, Civ. No. 16-1123-RGA, 2018 WL
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3768988 (D. Del. Aug. 8, 2018); Axis Venture Grp., LLC v. 1111 Tower, LLC, No. 09-CV-
01636PABKMT, 2010 WL 1278306, at *5 n.2 (D. Colo. Mar. 30, 2010). But see PB Grp., Inc. v.
Proform Thermal Sys., Inc., No. 06-CV-15755, 2008 WL 2714426, at *6 (E.D. Mich. July 8, 2008)
(“[P]arties to an agreement may incorporate by reference documents that are not yet even in
existence, let alone existing agreements that have not yet been executed.”); Lamb v. Emhart Corp.,
47 F.3d 551, 559 (2d Cir. 1995) (applying Connecticut law to reach the conclusion that terms that
“are to be decided by one party in the future” may be incorporated into a contract if there is “an
ascertainable standard for the promulgation of the new terms that is set forth in the original
agreement”).
In support of his assertion that the FY24 Plan did not exist at the time of his signature,
Grimsley directs the Court to paragraphs 22–24 of his “Statement of Material Facts in Dispute.”
ECF 23-2, at 6 ¶ 42. However, though the facts discussed in those paragraphs identify evidence
that Grimsley did not receive the FY24 Plan before he signed the FY24 Letter, they do not create
a genuine dispute of material fact that the FY24 Plan did not exist at the time Grimsley signed the
FY24 Letter. See ECF 23-1, at 11–12 ¶¶ 22–24. In its independent review of the record, the Court
observes that in an email Brewer sent to Grimsley on February 3, 2023, he stated that “[w]e are
still drafting and finalizing the compensation plan for this year, and it needs to be approved.” ECF
21-21, at 3. 	However, as Defendants point out, the record contains an email thread containing
communications between November and December of 2022, which includes an attached draft of
the FY24 Plan that is almost identical to the final version appended to Grimsley’s document
package. See ECF 26-3. Moreover, an email from Gorman to Grimsley, sent March 7, 2023 and
thus well before Grimsley signed his FY24 Letter in late April, noted that Gorman was “[i]n the
process of reviewing and finalizing all the comp plans now.” ECF 21-22, at 3.
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By rule, “[a] party asserting that a fact cannot be or is genuinely disputed must support the
assertion by:
(A) citing to particular parts of materials in the record, including depositions, documents,
electronically stored information, affidavits or declarations, stipulations (including
those made for purposes of the motion only), admissions, interrogatory answers, or
other materials; or
(B) showing that the materials cited do not establish the absence or presence of a genuine
dispute, or that an adverse party cannot produce admissible evidence to support the
fact.”
Fed. R. Civ. P. 56(c)(1). “Genuine issues of material fact cannot be based on mere speculation or
the building of one inference upon another.” Barwick v. Celotex Corp., 736 F.2d 946, 963 (4th
Cir. 1984). 	While “it is the province of the jury to resolve conflicting inferences from
circumstantial evidence . . . [p]ermissible inferences must still be within the range of reasonable
probability.” Ford Motor Co. v. McDavid, 259 F.2d 261, 266 (4th Cir. 1958), cert. denied, 358
U.S. 908 (1958). The Court has a “duty” to “withdraw the case from the jury when the necessary
inference is so tenuous that it rests merely upon speculation and conjecture.” Id. As the Supreme
Court cautioned when discussing when a civil case should go to a jury, “[w]hatever may be the
general formulation, the essential requirement is that mere speculation be not allowed to do duty
for probative facts, after making due allowance for all reasonably possible inferences favoring the
party whose case is attacked.” Galloway v. United States, 319 U.S. 372, 395 (1943).
Though he points to testimony and emails suggesting he had not read or received the FY24
Plan when he signed his FY24 Letter, Grimsley fails to identify any evidence in the record
reflecting that the FY24 Plan did not exist when he signed the FY24 Letter. See ECF 23-2, at 6
¶ 42. If Grimsley had issues with being subject to the FY24 Plan, he could have easily raised them
before signing the FY24 Letter agreeing to be bound by the terms of the FY24 plan. Accordingly,
the claim that the FY24 Plan was not in existence at the time Grimsley signed the FY24 Letter
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rests on “conclusory allegations, mere speculation, the building of one inference upon another, or
the mere existence of a scintilla of evidence.” Dash v. Mayweather, 731 F.3d 303, 311 (4th Cir.
2013) (citing Bouchat, 346 F.3d at 522). Moreover, Grimsley does not dispute that he could have
requested a copy of the FY24 Plan for review before he signed the FY24 Letter, and Grimsley
accessed his letter with the FY24 Plan appended on April 29, 2023, just four days after he signed.
ECF 21-26, at 2–3; cf. Calderon v. Sixt Rent a Car, LLC, 114 F.4th 1190, 1201–02 (11th Cir. 2024)
(applying Florida law and holding that summary judgment was inappropriate because the “T&C”
was incorporated by reference into a contract “even if we assume that none of the Plaintiffs
received a copy of the T&C before signing the Face Page,” where “[a]lthough [the plaintiff]
testified that he was not given a copy of the T&C before he signed, there is no dispute that a copy
of the Rental Jacket was available for his review at the counter (and, indeed, he was handed a copy
of the Rental Jacket, at the latest, moments after he signed)”).13
13 It also bears noting that after Grimsley was in receipt of the FY24 Plan, he continued to work at
SimSpace without objection to the terms of his compensation until notice of his termination on
January 30, 2024. See ECF 21-48, at 2–4. Indeed, in September of 2023, Grimsley sent an email
to Brewer stating that he “did not get paid for the 318th, not paid for CWIT, and now wonder what
happens with CYBER Florida,” but Grimsley did not express that he believed he was owed
compensation from those deals and acknowledged that his plan had been “restructured.” ECF 21-
32, at 3. 	“Importantly, an acceptance may be manifested by actions as well as by words.”
Galloway v. Santander Consumer USA, Inc., 819 F.3d 79 (4th Cir. 2016) (citing Porter v. Gen.
Boiler Casing Co., 396 A.2d 1090, 1095 (Md. 1979)); cf. Gordon v. Zeroed-In Tech., LLC, Civ.
No. 23-3284-BAH, 2025 WL 941365, at *14 (D. Md. Mar. 26, 2025) (“[C]ontinued employment
can constitute assent under Maryland law, so long as both parties have actual or constructive
knowledge of the agreement and the fact that continued employment amounts to assent.”).
“Notification of acceptance is not essential to the formation of a contract.” Porter, 396 A.2d 1090
at 1094. Although Grimsley’s continued employment at SimSpace was not expressly conditioned
on his acceptance of the FY24 plan, it bears noting that for over nine months, Grimsley continued
to perform his duties at SimSpace without objecting to his compensation under the terms of either
his 2022 Offer Letter or the FY24 Letter and FY24 Plan.
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For those reasons, the Court rejects Grimsley’s argument that “a reasonable jury could find
that the FY24 Plan was not properly incorporated in the 2024 Compensation Letter.” See ECF 23-
1, at 28. The Court next considers the content of the FY24 Plan and FY24 Letter, and whether
SimSpace paid Grimsley wages in accordance with any agreement those documents created.
iii. 	The Effect of the FY24 Plan and Compensation Letter
An MWPCL cause of action “assumes the existence of some sort of underlying
contract[.]”14 	Doe v. Cath. Relief Servs., 529 F. Supp. 3d 440, 451 (D. Md. 2021) (quoting
Cunningham, 107 A.3d at 1203–04). That is because the MWPCL provides a cause of action to
recover wages “if the remuneration [was] ‘promised to the employee as compensation for work
performed.’” Id. (quoting LE § 3-501(c)). Defendants argue that “the Fourth Circuit has routinely
held that commission or incentive plans can limit an employee’s commissions payments where the
plan ‘repeatedly and unreservedly’ states that the employer can adjust an incentive or commission
payment ‘at its sole discretion.’” 	ECF 21-2, at 40 (quoting Martignetti, 855 F. App’x at 861).
They attempt to analogize the FY24 Plan to the plans considered by the Fourth Circuit. See id.
Grimsley 	argues 	that 	unlike 	the 	plans 	adjudicated 	there, 	“[t]he 	provisions 	of 	the 	2024
Compensation Letter simply do not give Defendants the unfettered discretion to withhold or
modify earned commissions.” ECF 23-1, at 30. In keeping with his argument that the FY24 Plan
was not incorporated by reference into the FY24 Letter, Grimsley bases his arguments solely on
the content of the FY24 Letter. See id.
In Martignetti v. International Business Machines Corp., the Fourth Circuit affirmed, albeit
in an unpublished opinion, that a discretionary bonus is not considered a wage under the MWPCL.
14 However, a “MWPCL claim does not require necessarily analysis of the parties’ underlying
contract, nor does an action under the MWPCL require that a breach of contract action be pursued
contemporaneously. Instead, a MWPCL action may be an independent, stand-alone claim.”
Cunningham, 107 A.3d at 1204.
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855 F. App’x at 860–61. The plaintiff there, Martignetti, was a former salesman and manager of
IBM, and “his compensation consisted of both a base salary and incentive compensation, the latter
of which included commissions and bonuses.” 	Id. at 858. 	Martignetti “earned incentive
compensation in accordance with IBM’s written plans” but his claims stemmed from a plan in
effect during 2017, “the terms of which were conveyed through a PowerPoint document.” 	Id.
IBM’s plan provided that commissions were “uncapped” and included an earnings clause
providing, among other things, that incentive payments were not earned unless the customer had
paid the billing for the related sales or services transaction. 	Id. 	The plan further provided that
IBM reserved the right to adjust incentive payments “where the incentive payment would be
‘disproportionate’” compared with the individual’s contribution towards the transaction. 	Id. at
859. 	Moreover, the plan included a disclaimer that it did “not constitute an express or implied
contract or a promise by IBM to make any distributions under it” and IBM “reserve[d] the right to
adjust the [p]lan terms” and to “modify or cancel the [p]lan, for any individual.” Id. (first alteration
in Martignetti). 	“Based on the commission calculation set out in the Plan, that amount of sales
should have resulted in $928,543 in commissions” for Martignetti. Id. However, “[a]lthough IBM
paid portions of what Martignetti had earned, it unilaterally and retroactively capped his
commissions at 300% of his quota,” leading him to allege he “was denied $526,000 in earned
commissions.” Id.
Martignetti raised an MWPCL claim and argued that even though modification of the
incentive plan was allowed, it was not allowed “after the commission was earned.” 	Id. at 860.
And even if it was, because the disclaimers purported to “give way to contrary local law, [the
plaintiff] contend[ed] that the MWPCL precluded IBM from reducing the amount of commissions
after they had been earned.” 	Id. at 861. 	The Fourth Circuit disagreed. 	See id. 	Specifically, it
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concluded that the plain language of the plan and accompanying letter “preclude[d] counting the
specific commission amounts [plaintiff sought] as ‘wages’ under the MWPCL.” Id. “Put simply,
IBM did not make a binding promise to pay [plaintiff] a particular rate of commission in exchange
for his work.” Id. The Fourth Circuit agreed that the plan set out the formula IBM intended to use
but took note of the Plan’s repeated and unqualified statements “that IBM could adjust the amount
of any commission at its sole discretion.” Id. “Because IBM never promised Martignetti that he
would be paid a particular commission rate, unpaid amounts under the [p]lan’s formula cannot be
considered ‘wages’ under the MWPCL.” 15 Id. (citing Jensen v. Int’l Bus. Machs. Corp., 454 F.3d
382, 388 (4th Cir. 2006), as an analogous case).
This Court reached a similar conclusion in Garcia v. Fujitec America, Inc., 621 F. Supp.
3d 577 (D. Md. 2022). 	There, the employer’s incentive programs stated that the incentive
payments were “subject to review and modification by [the president] and awarded as his
discretion . . . subject to change at any time.” 	Id. at 583–84 (citation omitted). 	The Court
concluded that “[a] plain language reading of the documents in the record makes it clear that [the
employer] did not ‘promise’ to pay [the plaintiff] commissions.” Id. at 584. The Court also noted
that the plaintiff’s “offer of employment ma[de] no mention of commission or incentive payments.”
Id. (emphasis added). Accordingly, the plaintiff’s MWPCL claim failed as a matter of law. See
id. Likewise, in Moon v. Veritas Technologies LLC, this Court concluded that a MWPCL claim
15 The 	plaintiff 	in 	Martignetti 	also 	brought 	common 	law 	claims 	for 	fraud, 	negligent
misrepresentation, and unjust enrichment. 855 F. App’x at 861. After briefing had concluded in
Martignetti, a separate panel of the Fourth Circuit “determined that materially indistinguishable
claims on nearly identical facts were sufficient to survive dismissal under Rule 12(b)(6).” 	Id.
(citing Fessler v. Int’l Bus. Machs. Corp., 959 F.3d 146 (4th Cir. 2020)). 	The Fourth Circuit,
bound by that decision, thus vacated the district court’s dismissal of the plaintiff’s common law
claims in Martignetti for the reasons stated in Fessler. Id. at 861–62. Here, Grimsley has only
brought a single count under the MWPCL for failure to pay earned wages. See ECF 2, at 7.
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failed as a matter of law where the employer’s compensation plan entitled a plan participant to
“variable pay” if three conditions were satisfied. Civ. No. 21-2750-BAH, 2025 WL 1865709, at
*9 (July 7, 2025 D. Md.). Comparing the facts there to those in Martignetti, the Court observed
that the plan “disclaimed that [d]efendant was undertaking any contractual obligation to pay
[p]laintiff any particular amount of money and gave Defendant the right to review the formulaic
amount of incentive compensation before [p]laintiff received it and to adjust it if, in [d]efendant’s
sole discretion, the amount was disproportionate as a result of, inter alia, error, unforeseen
circumstances, or windfall.” Id. at *10 (emphasis in original).16
16 In Moon, however, the Court observed that it was not dealing with a case “where Defendant
modified Plaintiff’s quota to such a degree that he received no commission payment for the deal,
or his compensation was conditioned on a provision antithetical to public policy.” 	2025 WL
1865709, at *10 (first citing MedEx, 811 A.2d at 305; and then citing Hausfeld v. Love Funding
Corp., 131 F. Supp. 3d 443, 461 (D. Md. 2015)). The Court clarified that “[h]ad Defendant entirely
withheld compensation in the form of commission pay . . . , the result may be different because,
as discussed above, Plaintiff was entitled to variable pay if he exceeded quota,” and the Court
could not interpret “variable pay” to mean “no pay.” Id. at *10 n.29.
Grimsley has not argued that specific provisions of potential agreements at issue here—the FY24
Plan and FY24 Letter or 2022 Offer Letter—are antithetical to Maryland public policy. See ECF
23-1, at 20 (quoting Medex but elaborating no further). 	Nevertheless, the Court considers the
argument. 	In Medex, the Supreme Court of Maryland invalidated a provision in “both the
employment contract and incentive plan . . . that, to be eligible for the incentive fees, the employee
must still be employed at the date of payment” because it was antithetical to the policy of the
MWPCL. Id. at 37. The Court agrees that the FY24 Plan at issue contains a provision in Section
II that appears analogous to that considered in Medex. ECF 21-20, at 2 (“In addition, Participant
must be employed in good standing with SimSpace to earn commissions under this Plan. Being
employed in good standing means that the Participant is actively employed by the Company, the
Company has not provided the Participant with a notice of termination, and Participant has not
provided the Company with a notice of termination.”). However, the Court’s conclusions in this
opinion do not rest on that provision of the FY24 Plan. Moreover, the court reasoned in Medex
that there was something particularly troubling about a provision tying otherwise earned wages to
termination, because it “would place the rights of employees to these wages at the whim of the
employer, who could simply terminate any at-will employee whose incentive fees it didn’t wish to
pay.” 811 A.2d at 305. As the Court explains herein, some of Grimsley’s commissions were not
promised at all under the FY24 Plan, unlike the incentive fees in Medex, and thus SimSpace was
not exercising the terms of the FY24 Plan at its whim to deprive Grimsley of a “wage” under the
MWPCL.
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SimSpace’s FY24 Plan and FY24 Letter, like those plans discussed in Moon, Garcia, and
Martignetti, made the payment of FY24 commissions subject to the discretion of SimSpace in
several respects. 	See, e.g., ECF 21-20, at 12 (FY24 Letter stating that “SimSpace reserves the
right to modify, amend, suspend, and/or terminate the terms of this Letter at any time”); ECF 21-
20, at 2 (FY24 Plan stating that SimSpace was “the sole administrator of this plan and may, at its
sole discretion, prospectively change this Plan, implement a new plan, eliminate this or any future
plan at any time.” (emphasis added)). SimSpace made clear that it was reserving its right to adjust
the FY24 Plan terms and modify or cancel the plan as to any participant prospectively.17 	Cf.
17 Although neither party raises the issue, this language raises some cause for concern. 	“Under
Maryland law of contract, illusory contracts are unenforceable.” 	Questar Builders, Inc. v. CB
Flooring, LLC, 978 A.2d 651, 670 (Md. 2009) (quoting Cheek v. United Healthcare of the Mid–
Atl., Inc., 835 A.2d 656, 662 (Md. 2003)). “An illusory promise appears to be a promise, but it
does not actually bind or obligate the promisor to do anything.” 	Id. (internal quotation marks
omitted) (quoting Cheek, 835 A.2d at 662). 	“A promise, therefore, is illusory if ‘the promisor
retains an unlimited right to decide later the nature or extent of his performance.’” Id. (internal
quotation marks omitted) (quoting Cheek, 835 A.2d at 662). “An unlimited right to determine how
to perform, or whether to perform at all, negates the promise to perform.” 	Id. 	“This
notwithstanding, courts generally “prefer a construction [of a contract] which will make the
contract effective rather than one which will make it illusory or unenforceable.” 	Id. (quoting
Kelley Constr. Co. v. Wash. Suburban Sanitary Comm’n, 230 A.2d 672, 676 (1967)).
The FY24 Plan contains a unilateral change in terms clause with the restriction that changes to the
FY24 Plan are only effective prospectively and that changes to the FY24 Letter may only be made
where “[t]o the maximum extent possible,” SimSpace provides the participant “with prior verbal,
written or email notice of that amendment, modification, suspension, or termination.” ECF 21-25,
at 4; ECF 21-20, at 12. In the context of an arbitration agreement, where such clauses often appear,
“courts in the Fourth Circuit have consistently found such an agreement to be illusory, unless the
empowered party is limited in some way.” Kiser v. Truist Fin. Corp., 796 F. Supp. 3d 207, 236
(E.D. Va. 2025) (collecting cases). The Fourth Circuit has before found, applying Maryland law,
a clause permitting a party to “change any term of [the] Agreement in [its] sole discretion, upon
such notice . . . as is required by law” was illusory. Johnson v. Cont’l Fin. Co., LLC, 131 F.4th
169, 179 (4th Cir. 2025). 	In so holding, the Fourth Circuit observed that a limitation merely
committing a party “to do what it is already required to do by law . . . cannot furnish consideration.”
Id. at 180. Taking the notice and prospective restrictions together, however, the Court would likely
conclude that the FY24 Plan and FY24 Letter are not rendered illusory, had the parties raised the
issue.
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Martignetti, 855 F. App’x at 859–60. However, the FY24 Plan stated that any prospective change
would not affect any Commissions . . . earned on or before the effective date of such change.”
ECF 21-20, at 7.
The record reflects that SimSpace never sought to modify Grimsley’s FY24 Plan or FY24
Letter and merely exercised the discretion afforded to it under the relevant contractual provisions.
On the topic of commissions, Section VIII of the FY24 Plan provided in relevant part that
“Commissions become earned on a Transaction when SimSpace is paid in full by the Customer or
Partner” and would become “due and payable” when, among other requirements, the CRO and
CFO considered the plan participant’s letter and relevant provisions of the FY24 Plan. ECF 21-
20, at 6. 	Moreover, the Exceptional Deals clause, contained in Section XI of the FY24 Plan,
provided that “if any of the following situations occur, SimSpace management will review the
Transaction, and may determine, in its discretion and without prior notice, to modify, limit, reduce,
or eliminate the affected Participant’s Quota Credit or Special Incentive on the Transaction: . . .
B. Transaction ACV is >40% of Participant’s Quota” and “C. Transaction ACV is greater than $1
Million.”18 Id. at 7. Moreover, in the event of termination of employment, Section XIV provided
that a participant would cease earning any compensation, including commissions. See id. at 8.
Grimsley asserts that the “provisions of the 2024 Compensation Letter”—and, by
implication, the provisions of the FY24 Plan—“simply do not give Defendants the unfettered
18 Although neither party reckons with this point, the Court observes that the Exceptional Deals
clause only applies to a participant’s “quota credit or special incentive,” not expressly to
commissions. However, because the FY24 Plan defines “‘quota credit’ as the amount of ACF on
a Transaction closed by a Participant credited towards the Participant’s Quota,” ECF 21-20, at 4,
and provides that “Participants are paid Commission based on their BCR on any quota attainment
up to 100%, and/or as specified in their Letter,” id. at 3, it follows that SimSpace would be able to
effectively reduce or eliminate an employee’s commission by reducing or eliminating the quota
credit afforded for a qualifying deal.
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discretion to withhold or modify earned commissions.” 	ECF 23-1, at 30. 	To some extent,
Grimsley is right. 	Grimsley’s FY24 Letter provided that his BCR was 15.5% for FY24, and
nothing in the FY24 Plan, or any changes made thereto, made the application of Grimsley’s BCR
wholly discretionary—except where the Exceptional Deals clause applied. Where a transaction’s
ACV was greater than 40% of an employee’s quota or where the transaction’s ACV was greater
than $1 million (among other triggers), the FY24 Plan gave SimSpace the ability to “determine, in
its discretion and without prior notice, to modify, limit, reduce, or eliminate” the employee’s quota
credit, thereby modifying or eliminating the employee’s commission. ECF 21-20, at 7. The Court
must decide, then, whether the deals Grimsley identifies were deals in which he actually earned
commissions according to the terms of his employment under the FY24 Plan and FY24 Letter and,
if so, whether and to what extent commission payments were modified or eliminated.
iv. 	The Effect of the 2022 Offer Letter
To the extent Grimsley alleges he is owed commission from deals before he signed the
FY24 Letter, the terms of his original employment agreement would govern whether he was
promised commissions. 	The 2022 Offer Letter provides that Grimsley would be paid “an
annualized on-target commission of $240,000,” the “specifics” of which would be “detailed in
your 2022 Sales Compensation Plan, which will be provided to you in your first week with the
company.” ECF 21-13, at 2. It is not clear whether such a plan existed or was ever provided to
Grimsley. See ECF 23-4, at 7, 21:15–18. Regardless, the 2022 Offer Letter further provided that
the “[c]ommission arrangement will be subject to periodic review and adjustments at the
Company’s discretion.” ECF 21-13, at 2.
Massachusetts law applies to the interpretation of the 2022 Offer Letter. See supra Section
III.B.1.i. 	In Massachusetts, “[w]hen the words of a contract are clear they alone determine the
meaning of the contract.” EventMonitor, Inc. v. Leness, 44 N.E.3d 848, 856 (Mass. 2016) (quoting
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Merrimack Valley Nat’l Bank v. Baird, 363 N.E.2d 688, 690 (Mass. 1977)). 	“When contract
language is unambiguous, it must be construed according to its plain meaning.” Id. “A reviewing
court considers extrinsic evidence only when a term in a contract is ambiguous.” Id. “Contractual
language is ambiguous when it ‘can support a reasonable difference of opinion as to the meaning
of the words employed and the obligations undertaken.’” Balles v. Babcock Power Inc., 70 N.E.3d
905, 911 (Mass. 2017). “To determine whether the language at issue is ambiguous, we look both
to the contested language and to the text of the contract as a whole.” Id. at 912.
“Contract interpretation ‘depends heavily on context’ and proceeds on the presumption that
‘the parties were trying to accomplish something rational.’” Wipro Ltd. v. Analog Devices, Inc.,
527 F. Supp. 3d 93, 98 (D. Mass. 2021) (first quoting McAdams v. Massachusetts Mut. Life Ins.
Co., 391 F.3d 287, 299 (1st Cir. 2004); and then quoting Fishman v. LaSalle Nat. Bank, 247 F.3d
300, 302 (1st Cir. 2001)). “[C]ommon sense is as much a part of contract interpretation as is the
dictionary or the arsenal of canons.” 	Id. (alteration in Wipro) (quoting Teragram Corp. v.
Marketwatch.com, Inc., 444 F.3d 1, 9 (1st Cir. 2006)). “Thus, a contract should be interpreted in
a manner that avoids absurd results and ‘give[s] it effect as a rational business instrument.’” Id.
(alteration in Wipro) (quoting Homeowner’s Rehab, Inc. v. Related Corp. V SLP, L.P., 99 N.E.3d
744, 754 (Mass. 2018)).
The parties dispute whether Grimsley earned any commissions under the terms of the 2022
Offer Letter. Grimsley argues that there was no mandate in the 2022 Offer Letter that Grimsley
“was not entitled to any commissions until he reached his full quota.” ECF 23-1, at 31. Grimsley
contends that the letter “simply recognizes that his target commission was $240,000, a number that
would be reached if he reached a sales quota of $2,000,000.” 	Id. 	Defendants respond that
Grimsley “ignores the very definition of a sales quota,” ECF 26, at 32, and quoting from Black’s
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Law Dictionary, note that a “quota” is “[a]n official . . . amount of something that is . . . required
over a given period; a minimum . . . number,” id. (quoting Quota, Black’s Law Dictionary (12th
ed. 2024)). In addition to the meaning of “quota,” the Court additionally observes that a key issue
is the meaning of “annualized on-target commission.” See ECF 21-13, at 2.
Considering the plain meaning of those terms and their use in the document as a whole, as
well as the Massachusetts high court’s instruction to interpret such agreements in light of their use
as “rational business instrument[s],” see Homeowner’s Rehab, Inc., 99 N.E.3d at 754, the Court
concludes that the 2022 Offer Letter conditioned Grimsley’s commission on reaching his quota.
The 2022 Offer Letter defines “on-target earnings” to include “at-risk earnings” such as the
“annualized on-target commission of $240,000,” and the letter states that “on-target earnings” will
be earned “upon achievement of your sales targets as outlined in your 2022 Sales Compensation
Plan.” ECF 21-13, at 2. Although Grimsley’s “base salary” was also included as a part of the “on-
target earnings,” the use of the adjectival phrase “at-risk earnings” to apply to Grimsley’s
“annualized on-target commission of $240,000” is telling. See id. The plain meaning of “at-risk”
as applied to “earnings” suggests that the earnings may not be earned under some conditions—i.e.,
they are exposed to the possibility of loss. See At-Risk, Oxford English Dictionary (rev. 2023),
https://www.oed.com/dictionary/at-risk_adj (defining “at-risk” as “exposed to the possibility of
loss, harm, or other adverse or unwelcome circumstance”); see also Risk, Merriam-Webster
Unabridged 	Dictionary, 	https://unabridged.merriam-webster.com/unabridged/at-risk 	(last
accessed Jan. 23, 2026) (defining “risk” as “the possibility of loss, injury, disadvantage, or
destruction”). 	And although the 2022 Sales Compensation Plan has not been produced in this
record, the parties agree that Grimsley’s sales target for FY23 was $2,000,000. See ECF 21-5, at
18 (deposition of Grimsley).
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Further, to the extent it is relevant, this common-sense interpretation of the 2022 Offer
Letter’s terms also comport with Grimsley’s own interpretation. 	When asked at his deposition
what his understanding was “of what [he] needed to do to earn that commission” under the terms
of the 2022 Offer Letter, Grimsley stated “$2 million in quota.” ECF 21-5, at 18, 61:12–14. It
appears that kind of commission structure was also what Grimsley encountered at his prior position
at Leidos, where he did not earn incentive payments because “Leidos does not compensate until
you sell something over $100 million, and I did not close a deal over $100 million during my time
there.” ECF 23-9, at 12, 39:1–19. Accordingly, for any deals that closed during the time in which
the 2022 Offer Letter governed, Grimsley was only entitled to earn commission if he achieved his
sales quota.
2. 	Whether Grimsley was Paid Commissions in Accordance with the Governing
Agreements
Under the terms of the FY24 Plan, SimSpace argues that the record “establishes that none
of the seven (7) deals at issue are commissionable to [Grimsley].” ECF 21-2, at 44. Aside from
the MCTOEA deal,19 the Court addresses each deal at issue below.
i. 	318th RANS Deal
The 318th RANS deal closed at the end of January of 2023. See ECF 21-28, at 2; ECF 21-
52, at 2. The deal’s ACV was approximately $537,500. ECF 21-28, at 2; ECF 21-52, at 2. Section
I of the FY24 Plan set its effective date as “February 1, 2023” and made itself applicable “to all
sales compensation earned on or after February 1, 2023 through January 31, 2024 (the 2024 Fiscal
Year), or until any earlier date on which it is terminated by SimSpace (the ‘Plan Period’).” ECF
19 Grimsley agrees that he earned no commissionable sales throughout the 2023 fiscal year, other
than the MCTOEA deal, which Grimsley affirms was paid fully by SimSpace. See ECF 21-5, at
26, 93:1–11, at 31, 127:9–22
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21-20, at 2. 	Accordingly, the 2022 Offer Letter would apply to Grimsley’s compensation with
respect to this deal.
However, for the reasons described above, Grimsley was only entitled to commission from
a deal closed in FY23 if he achieved his sales quota for that year, $2 million. See supra Section
III.B.1.iv. 	At his deposition, when Grimsley was asked whether he was “contending that [he]
closed $2 million in new sales between October 10th, 2022, and February 1st, 2023,” Grimsley
responded, “No, I did not.” ECF 21-5, at 18, 61:17–20. Thereafter, when asked whether he would
“be entitled to commissions prior to February 1st, 2023,” Grimsley responded, “[n]ot that I know
of for a deal.” Id. at 18–19, 61:21–62:5. The Court thus concludes that there is no genuine dispute
of material fact as to whether Grimsley was entitled to any commission from the 318th RANS
deal; he was not so entitled.
ii. 	IARPA Deal
The Court observes that Grimsley fails to address the IARPA deal beyond a passing
reference to the existence of the deal in his “Statement of Material Factual Disputes.” See ECF
23-1, at 20–1 ¶ 54. 	Neither does Grimsley advance arguments as to why he is entitled to
commissions from that deal in the legal argument section of his memorandum. See id. at 23–34.
Defendants argue, see ECF 26, at 32 n.3, and the Court agrees, that Grimsley has thus abandoned
his claim for commissions for that deal. See Rodgers v. Eagle All., 586 F. Supp. 3d 398, 448–49
(D. Md. 2022) (“A plaintiff who fails to respond to an argument for summary judgment is deemed
to have abandoned the claim.” (first citing Ferdinand-Davenport v. Children’s Guild, 742 F. Supp.
2d 772, 783 (D. Md. 2010); and then citing Mentch v. E. Sav. Bank, FSB, 949 F. Supp. 1236, 1247
(D. Md. 1997))).
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iii. 	PCTE-CWIT Deal20
The PCTE-CWIT deal had an ACV of $2.6 million and was closed on or about July 31,
2023. See ECF 21-4, at 9, 36:12–18; ECF 21-5, at 45, 160:11–14; ECF 21-30, at 2. Grimsley was
listed as the opportunity owner of the deal in Salesforce. ECF 21-4, at 9–10, 36:19–21; ECF 21-
5, at 45–46, 160:21–161:2, at 46–47, 161:14–162:3; ECF 23-4, at 11, 36:19–21. 	The deal was
marked as “closed won” in Salesforce, meaning that “[a] quote was made and there was a contract
put in place.” ECF 21-5, at 46, 161:3–13; see also ECF 23-8, at 16, 57:14–17 (“Yes. Typically, a
closed won indication is that a deal was closed.”).
Because the PCTE-CWIT deal’s ACV was over $1 million, it triggered the FY24 Plan’s
Exceptional Deals clause. See ECF 21-20, at 7. The PCTE-CWIT deal was the first deal to which
SimSpace applied the clause. ECF 21-4, at 12, 41:8–17; ECF 23-8, at 21, 74:6–9. Consequently,
SimSpace did not count any of the $2.6 million from the PCTE-CWIT deal towards Grimsley’s
quota, nor did it pay him any commission for his work associated with the deal. ECF 21-4, at 10,
37:1–8; see also ECF 21-18, at 9, 65:4–8. Apparently, no one at SimSpace received a commission
on the deal, although Hansen and Murphy, Grimsley’s two sales engineers on the Federal Sales
team, were paid performance bonuses after the deal was closed. See ECF 21-18, at 9, 65:9–13;
ECF 21-4, at 14, 53:1–9; ECF 21-5, at 47, 162:14–22; ECF 21-17, at 12, 46:10–47:6.
Grimsley advances two arguments as to why non-payment of commission on this deal was
improper. First, he argues that his “entitlement to be paid had already been earned,” ECF 23-1, at
32, so the Exceptional Deals Clause should not have applied. 	However, Grimsley misreads the
20 In the complaint, throughout the briefing, and in a variety of materials, the deal is referred to as
“PCTE-CWIT.” See, e.g., ECF 2, at 6 ¶ 28. However, Gorman stated at his deposition that he
believed that acronym stood for “Center for Information Warfare Training,” so the proper acronym
would actually be “CIWT.” 	See ECF 23-8, at 30, 110:14–20. 	However, because the deal is
consistently referred to using the acronym “CWIT,” the Court does so in its opinion as well.
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Exceptional Deals clause. The clause provides that with respect to “exceptional deals,” SimSpace
would “review the Transaction” and “determine, in its discretion and without prior notice, to
modify, limit, reduce, or eliminate” quota credit, thereby modifying, reducing, or eliminating
commission. 	See id. 	As such, on certain deals, the clause applies to determine whether a
commission was earned, not to alter a prior entitlement. See ECF 21-20, at 7. SimSpace used the
Exceptional Deals Clause to do exactly that with respect to the PCTE-CWIT deal. 	At his
deposition, Hutchison explained that SimSpace management “took a number of factors into
consideration” in their review, including Grimsley’s “actual involvement,” “the amount of the
deal,” and “the financial status of the company.” 	Id. at 37:9–16. 	Hutchison noted that the
management “felt that [Grimsley] had very little, if anything, to do with the CWIT deal.” Id.
Whether or not that was true as a factual matter, under the FY24 Plan SimSpace had
“discretion” to make that decision on any Exceptional Deal. It is true, as Grimsley cites, that “[i]n
accordance with the policy underlying the Maryland Act, an employee’s right to compensation
vests when the employee does everything required to earn the wages.” Medex, 811 A.2d at 305.
But the existence of the Exceptional Deals clause in the FY24 Plan meant that Grimsley could not
“earn” the wage until SimSpace undertook its review. See ECF 21-20, at 7; Blanch v. Chubb &
Sons, Inc., 124 F. Supp. 3d 622, 635 (D. Md. 2015) (“‘[O]nly when wages have been promised as
part of the compensation for the employment arrangement and all conditions agreed to in
advance for earning those wages have been satisfied’ does the MWPCL require payment.”
(quoting Whiting-Turner, 783 A.2d at 672–73)). For similar reasons, Grimsley’s second argument
falls flat. Grimsley points to evidence in the record that suggests “Defendants were singling out
[ ] Grimsley from receiving the commission,” ECF 23-1, at 32, specifically because Hansen and
Murphy were paid bonuses “roughly equal to what they would have gotten for the CIWT bonus.”
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ECF 23-12, at 2. However, Grimsley does not explain why SimSpace was not entitled to exercise
its discretion in this way under the FY24 Plan. 	The Exceptional Deals clause allows a
determination to be made with respect to “the affected Participant,” rather than a blanket
determination as to the overall deal. 	ECF 21-20, at 7. 	Accordingly, no reasonable jury could
conclude that Grimsley was entitled to commissions from the PCTE-CWIT deal.
iv. 	Cyber Florida Deal
The Cyber Florida deal closed in December of 2023, and the ACV for the Cyber Florida
deal was approximately $2 million. ECF 21-4, at 16, 57:12–14; ECF 21-28, at 3; ECF 21-5, at 75,
230:10–14. 	Grimsley was listed as the sales representative for SimSpace on the Cyber Florida
deal. ECF 23-8, at 17, 59:6–14. Like the PCTE-CWIT deal, Defendants invoked the Exceptional
Deals clause, but this time Grimsley received a reduced commission amount of $155,000 for the
deal, rather than no commission at all. ECF 21-5, at 69, 207:2–5; ECF 21-44, at 6; ECF 21-46, at
2. For the same reasons described with respect to the PCTE-CWIT deal, the Court concludes that
there is no genuine dispute of material fact as to whether Grimsley was entitled to more than the
commission he received—he was not.
v. 	FBI Deal
The FBI deal at issue—the “upsell,” or deal increasing an existing contract’s value—closed
on August 9, 2023, and had an ACV of $400,000. See ECF 23-34, at 3; ECF 21-52, at 2; ECF 21-
27, at 2. 	Hutchison stated at his deposition that Michelle Neisser, the Vice President of Customer
Success at the time, was generally responsible for SimSpace’s relationship with the FBI, see ECF
21-4, at 25–26, 105:10–106:8, and Grimsley agreed that Neisser handled the FBI account prior to
his arrival at SimSpace and further agreed that he did not take over the FBI relationship when he
began his employment. ECF 21-5, at 49–50, 168:21–169:1. However, in July of 2023, the FBI
apparently reached out to SimSpace for “additional content,” and Grimsley stated that he was
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either told to or volunteered to work on “a different contracting vehicle to be able to do the upsell.”
ECF 21-5, at 50, 169:2–11. Grimsley asserted at his deposition that he “would not have” entered
that deal into Salesforce because it was “an upsell to a current agreement.” 	ECF 21-5, at 41,
146:14–22, at 49, 168:4–20. SimSpace awarded commission on the deal to Neisser because she
was listed as the opportunity owner in Salesforce for both the upsell and a separate deal, a contract
renewal with the FBI, that occurred on the same day. See ECF 21-27, at 2.
Grimsley argues that “because the deal occurred in [his] territory, there was no requirement
that he be responsible for bringing the deal into SimSpace, entering the deal in SaleForce.com or
listing himself as the Opportunity Owner.” ECF 23-1, at 33. Under the terms of the FY24 Letter,
Grimsley asserts that “such actions were only required for deals that occurred outside [ ]
Grimsley’s territory.” Id. However, Grimsley does not explain which terms of the FY24 Letter
lead him to that conclusion. See id. Defendants respond that Grimsley’s argument fails because
it “rests entirely on the incorrect assumption that the FY24 Sales Compensation Plan was not
binding on him.” ECF 26, at 34.
First, the Court reads the terms of the FY24 Letter differently than Grimsley. The top of
the FY24 Letter provides that Grimsley’s “territory” was “US Federal,” and the body of the letter
further defines “territory” as “US Government Sales” not inclusive of “FMS or Allied Government
Transactions, regardless of geographic location.” ECF 21-20, at 11. The FY24 Letter mentions
“territory” one other time, at the bottom of the first page: “At the sole discretion of the CRO and
CFO, Quota Credit may be given and Commissions paid for Transactions booked outside of the
Territory, provided it can be shown in Salesforce.com that Participant was directly involved.” Id.
That the FY24 Letter includes a provision related to how an employee might earn a commission
for transactions outside of that employee’s territory does not necessarily imply the inverse for
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transactions within the employee’s territory. Indeed, the Court does not read the FY24 Letter to
specify how commissions are defined as earned within an employee’s territory at all.
However, the FY24 Plan does define when commissions are earned. See ECF 21-20, at 2
(“Participants earn Commissions in accordance with this Plan . . . . Commissions do not become
earned for a Transaction until SimSpace receives full customer payment of the ACV . . . .”); see
also id. at 6–7 (“earning and payment of commissions and special incentives”). Most relevant, the
Exceptional Deals clause provides that “all Participants are required to accurately, fully, and timely
enter prospective sales opportunities in Salesforce” and “[a]ll opportunities/Transactions must be
accurately entered and maintained in Salesforce.” Id. at 7. “In the event that a Transaction is not
properly forecasted, . . . SimSpace management will review the Transaction, and may determine,
in its discretion and without prior notice, to modify, limit, reduce, or eliminate the affected
Participant’s Quota Credit or Special Incentive on the Transaction.” Id.
Grimsley does not assert that he forecasted the deal in Salesforce pursuant to the FY24
Plan. Rather, he asserts that he did not need to pursuant to the FY24 Letter. But even if the Court
were to read the body of the FY24 Letter to render it unnecessary to enter the deal according to
the commission procedures described in the FY24 Plan, the Court would still conclude that the
FY24 Plan’s Exceptional Deal clause governed the FBI deal. 	That is because the FY24 Letter
provides that in the case of “[a]ny conflict between the terms of this Letter and the Plan, the Plan
shall govern.” Id. at 12. Assuming Grimsley has established a genuine dispute of material fact as
to his involvement in the FBI deal, SimSpace nevertheless retained the discretion under the FY24
Plan to “modify, limit, reduce, or eliminate” any commissions Grimsley otherwise would have
earned because he did not “accurately enter[] and maintain[]” the deal in Salesforce. See id. at 7.
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vi. 	BAH-NFR Deal
The BAH-NFR deal closed on or about December 28, 2023, and its ACV was
approximately $196,321. See ECF 21-27, at 2; ECF 23-1, at 19. Neisser was listed as the sales
representative and opportunity owner for SimSpace in Salesforce on the $196,321 BAH-NFR deal.
ECF 21-5, at 66–67, at 204:5–205:2, at 68, 206:7–16. 	For the same reasons as the FBI deal,
Grimsley argues that he is entitled to commission on the BAH-NFR deal. 	See ECF 23-1, at 19
¶ 47; ECF 21-37, at 2–5 (email chain noting that quote for the BAH-NFR deal was “fully
executed”). Grimsley argues that because the BAH-NFR deal was “within” his “territory,” ECF
23-1, at 19 ¶ 47, he is entitled to commission on the deal. 	But the Exceptional Deals clause
provides that “all Participants are required to accurately, fully, and timely enter prospective sales
opportunities in Salesforce” and “[a]ll opportunities/Transactions must be accurately entered and
maintained in Salesforce.” ECF 21-20, at 7. Yet, like the FBI deal, Neisser was listed as the sales
representative for SimSpace on the signed quote and the opportunity owner in Salesforce. ECF
21-27, at 2–3; ECF 21-37, at 4. Thus, for the same reasons as the FBI deal, the Court concludes
Grimsley was not entitled to commissions for the BAH-NFR deal under the MWPCL.
IV. 	CONCLUSION
For the foregoing reasons, Defendants’ motion for summary judgment is granted, and the
Clerk is directed to close the case.
A separate implementing order will issue.
Dated: February 19, 2026 	/s/
Brendan A. Hurson
United States District Judge
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