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Click here for the full text of this decision FACTS:Peter Ledig was employed by Duke Energy North America (DENA). On Dec. 29, 2000, Ledig elected to exchange 50 percent of any cash bonus he might receive in 2001 for Duke Energy Corporation (Duke) stock options. The election form and accompanying brochure expressly stated that the election decision was irrevocable. In April 2001, Ledig left DENA and took a job with another Duke subsidiary, Duke Energy Trading and Marketing (DETM), as vice president of eastern gas trading. Ledig determined that his bonus potential in the new position at DETM was much greater than when he was with DENA. He told Human Resources director Jackie Salinas that he wanted to change his election from 50 percent to 0, but Salinas reminded him that it was irrevocable under IRS regulations. Included in the list of nine Duke subsidiaries’ plans in the election program were the DENA plan and the DETM plan. In 2002 Ledig received a bonus of $1,500,000 for 2001, and DETM converted 50 percent of the bonus to Duke stock options as Ledig had elected. Ledig testified that his boss Todd Reid had promised him he would receive a full year bonus at DETM and not a prorated bonus, even though he did not begin working there until April. Ledig learned that Reid had received a full bonus for 2000 even though he had begun working there in May 2000. Ledig asserted that his bonus for 2001 had been prorated in violation of Reid’s promise and in contrast to how others were treated. In response to an SEC inquiry, in May 2002 Duke and DETM began investigating energy trading practices at DETM. On August 1, 2002, Ledig was removed from his position. He testified that DETM told him that day that he would be reassigned in the company, but his employment was terminated at the end of November 2002. On or about August 1, 2002, Duke and DETM allegedly made statements referencing the discharge of employees in connection with their energy trading practices investigation Ledig sued Duke and DETM, asserting causes of action for rescission of contract, breach of contract, misrepresentation, unjust enrichment, and defamation, among others. The trial court granted the defendants’ motion for partial summary judgment on these claims, and Ledig appealed. HOLDING:Affirmed. Ledig contends that the trial court erred in granting the defendants summary judgment on his claim for rescission of his election agreement to exchange 50 percent of his 2001 bonus for Duke stock options. Ledig argues that the agreement, signed when he was a DENA employee and covered under the DENA plan, made no reference to DETM and did not bind him to an election to exchange 50 percent of the 2001 bonus he received at DETM for stock options. Ledig challenges the grant of summary judgment on his misrepresentation claim, arguing that he was misled by Salinas about his ability to change election after his transfer to DETM. The court rejects these arguments. Regardless of whether the DENA and DETM plans were separate, the election form Ledig signed and the brochure provided that Ledig’s election applied to bonuses earned under either plan, as both were included in the list of nine plans in the election program. The summary judgment evidence established that Ledig’s election applied to the bonus he earned at DETM in 2001 and that Salinas did not make a misrepresentation when she told Ledig that he could not change his irrevocable election under the program. The court reviews the circumstances in which equitable principles would permit rescission based on a unilateral mistake, but found them inapplicable here. Ledig’s mistake in failing to recognize the import of his election and its application to DETM was not made despite the exercise of ordinary care because the relevant information was in the program brochure he received. As a result, Ledig could not show that enforcement of the election would be unconscionable. As for Ledig’s equitable claim for unjust enrichment, the court notes the general rule that when a valid agreement exists, there can be no recovery on a quasi-contractual theory. The court holds that Ledig was bound by his express election to exchange 50 percent of his bonus for stock options, so that his unjust enrichment claim failed as a matter of law. Ledig claims that the agreement supporting the election of stock options was illusory, because Duke reserved the right to change the program. The court concludes that the election was a simple agreement to change how Ledig would be compensated with regard to any bonus he earned in 2001. Ledig continued to work for the defendants even after he was told that his election was irrevocable and that he would be partly compensated in stock options if he earned a bonus. The defendants honored the agreement and exchanged 50 percent of Ledig’s bonus for stock options as he had elected. The court overrules this issue. Ledig claims that summary judgment was precluded on his breach of contract claim because of fact issues concerning his pro rata bonus. Ledig claims that his supervisor, Reid, and other employees were given bonuses for a full year in 2000 despite only working for the company since May 2000. The court of appeals noted that the DETM plan expressly provided that an employee hired or transferred after Jan. 1, 2000, would receive a prorated bonus based on the length of full-time employment, and that any amendment to the plan must be in writing. Even if Reid orally promised Ledig that he would receive a full year bonus, Reid had no authority to change the plan, and its express terms control the defendants’ obligations. The court also finds that Ledig’s assertions about the other employees were not supported by competent summary judgment evidence. Finally, the court reviews Ledig’s fourth issue contending that the defendants made libelous statements about him when it announced that Duke had taken personnel actions to ensure that proper management was in place, and that most of the senior management in the Houston office, including all who had participated in the inaccurate reporting, were no longer with the company. The court holds that Ledig failed to show that these statements referred to him. While Ledig was part of the senior management in Houston, the defendants did not assert that all of the senior management who were dismissed were involved in the inaccurate reporting, and thus did not malign the entire group of people terminated. The court finds that the challenged statements did not refer to Ledig directly or indirectly, and they were insufficient as a matter of law to be capable of defamatory meaning. OPINION:Jennings, J.; Nuchia, Jennings, and Higley, JJ.

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