Maille v. The Darcy Group, Ltd., No. S1416-03 CnC (Norton, J., June 13, 

2005) 

[The text of this Vermont trial court opinion is unofficial. It has been 

reformatted from the original. The accuracy of the text and the 

accompanying data included in the Vermont trial court opinion database is 

not guaranteed.] 

STATE OF VERMONT SUPERIOR COURT 

Chittenden County, ss.: Docket No. S1416-03 CnC 

MAILLE 

v. 

THE DARCY GROUP, LTD. 

FINDINGS OF FACT 

CONCLUSIONS OF LAW 

NOTICE OF DECISION 

 Plaintiff Scott Maille was hired as the audit function manager 

of defendant accounting firm, of which John F. Darcy was the chief 

executive officer. Maille was hired by a December 2, 2001 offer, which 

Darcy drafted. Maille seeks payment under the compensation clause of the 

contract that provided: 
Upon assuming your duties as Audit Manager, we would pay you a 

base salary of $60,000 per annum and you would be eligible for 

our firm’s bonus program. As we discussed, the bonus program is 

based upon the firm’s profitability and your individual efforts. For 

the first year we would guarantee that your bonus would be not 

less than $5000.

 Maille worked for the Darcy Group from January 1, 

2002 to May, 15, 2003, when he was discharged for poor 

performance. The parties agree he was an employee-at-will, 

and thus this is not an unlawful discharge claim. Maille was 

paid his salary, but claims he is due $9,933, under the new 

client incentive program ($4,933) and the guaranteed bonus 

($5000). 

 Basically, the new client incentive bonus was a 

“rainmaker” award for bringing in new clients who paid their 

fees based on a projected fee realization of 100%, according 

to the bid estimate for the “engagement,” or a set fee for 

certain work, such as a $400 minimum fee for individual tax 

returns. According to the Darcy Employee Manual, which 

Maille relied upon but refused to sign, bonuses were not made 

on engagements with a realization of less than 70%, on a 

sliding scale of 1% for 70% to 74% to a maximum of 10% on 

100% realization. Maille was informed there were no profit 

or bonuses for any employee in 2002. At trial, John F. Darcy 

testified to this. Thus, Maille was not eligible for a bonus 

under the employment offer of Dec. 2, 2001. He therefore 

turned to the manual’s new client incentive provision for 

relief. 
 

 Maille seeks to define realization as an incentive based on standard 

rates compared with the fees actually generated, but he produced no 

credible evidence that he generated any engagements, except one, that 

qualified under the program, and defendant agreed that he was due $213 on 

that project. But defendant proved that the remainder of the claims were far 

below the 70% realization floor, and the firm wrote off a $2,500 loss on the 

tax clients alone with only a 50% retention rate for 2003. 

 The court will award $213 plus interest from date of discharge and 

deny any other damages as not proven by the preponderance of the 

evidence on the incentive claim. 

 Turning to the $5000 first year bonus, Maille demanded payment 

after the first year of employment but was “ignored” by the Darcy Group. 

He viewed the guarantee as a separate unconditional promise in the last 

sentence of the compensation clause. Darcy argues that the $5000 

guaranteed bonus was subject to the firm’s “profitability and your 

individual efforts” language in the second sentence of the compensation 

package, but it is clear from the words and structure of the compensation 

clause that the guarantee promise was not dependent on any contingent 

factors. Otherwise, why would the employer, who drafted the offer, 

guarantee the first year of employment calling for the payment of the $5000 

“bonus?” The answer is that this was a separate, independent promise in 

the nature of a signing reward for coming on board to head the audit 

division. A reasonable interpretation of the compensation package from the 

expectations of both parties clearly favors Maille’s interpretation. 

 Conclusions of Law

 Generally, the construction of a contract is a matter of law for the 

court. Bergeron v. Boyle, 2003 VT. 89. Here the court must interpret the 

offer according to its terms and the parties intent, with reference to the 
words used in the document. Ferrill v. North American Hunting Retriever

Ass’n Inc., 173 Vt. 587, 590 (2002). There is no ambiguity in the plain 

language of the offer, and defendant’s reliance on Curtis v. Watson, 64 Vt. 

549 (1892), is misplaced because that case involved a contract term which 

was triggered by a condition precedent. Id. The owner had to convey the 

property before Curtis could collect a fee. Id. The condition precedent in 

this case was: that Maille be employed one year. He met this condition, 

and he is entitled to the guaranteed $ 5000, plus interest from the date of his 

discharge, May 15, 2003. 

 Judgment is entered for plaintiff Scott Maille against the defendants 

in the sum of $5,213 with interest to run at 12% from May 15, 2003, to the 

date of payment, along with the costs incurred in this suit. Plaintiff Maille 

will submit a judgment order consistent with this Order. 

 Dated at Burlington, Vermont________________, 2005. 

 

____________

Judge