Arkansas Supreme Court Rules For Wal-Mart
Last updated Thursday, April 12, 2007 10:23 PM CDT in News
By Anita French
The Morning News
A jury may end up deciding whether former Wal-Mart Vice Chairman Tom Coughlin, now serving a sentence for fraud against his ex-employer, is entitled to a retirement package worth almost $15 million.
The Arkansas Supreme Court ruled Thursday a state judge was wrong to dismiss Wal-Mart's lawsuit to void Coughlin's retirement benefits, saying the Bentonville-based retailer is entitled to have a jury hear its case.
Wal-Mart and Coughlin signed a retirement deal in January 2005 in which the two sides agreed not to sue the other for grievances that might come to light after Coughlin's departure.
The company said, however, it later discovered Coughlin's fraud and believes he was obligated to reveal the crime before quitting. Wal-Mart rescinded Coughlin's retirement package in June 2005 and the two parties went to court over the matter.
Benton County Circuit Judge Jay Finch ruled in November 2005 that Wal-Mart failed to show Arkansas law required a company officer to disclose any improprieties before signing a general release from liability.
"Wal-Mart must have considered the possibility that Coughlin's actions were potentially problematic when it released him of all known or unknown claims," Finch wrote in his ruling.
Wal-Mart filed an amended complaint in response, but Finch also dismissed that suit. The company appealed to the Arkansas Supreme Court, which handed down its decision Thursday.
"We hold ... that Arkansas law is clear that a release induced by fraud is invalid. The circuit court erred in (its) ruling. The question of whether Coughlin, by his actions, exhibited the requisite intent to fraudulently induce the retirement agreement and release is a question of fact for the jury," the court stated.
"Wal-Mart has sufficiently stated a claim that it would not have entered the retirement agreement and release had it known of Coughlin's misconduct," the justices said in a unanimous opinion.
Lawyers estimate Coughlin's retirement package is worth $12 million to $15 million.
"We're pleased that the Arkansas Supreme Court has reversed the trial court's ruling and reinstated this lawsuit. This case raises important issues about the duties of corporate officers and directors to act honestly and fairly, and we look forward to the next stage of the proceedings," said Wal-Mart spokesman John Simley.
Coughlin's attorneys did not return several message left at their offices.
Coughlin retired from Wal-Mart in January 2005 and then resigned from its board the following March after an internal investigation by the company revealed his misuse of money and gift cards in an amount approaching $500,000.
He pleaded guilty to wire fraud and tax evasion in February 2006 in federal court and was sentenced to 27 months of home detention, which he began serving in October.
The U.S. Attorney General Office in Fort Smith is appealing Coughlin's sentence. Oral arguments in that case were heard Thursday before the 8th District U.S. Court of Appeals in St. Louis.
Under his retirement agreement, Coughlin was to receive his base salary of $1.03 million for two years. The agreement also provided Coughlin would not forfeit 186,407 shares of unvested restricted stock, worth about $10 million, that would have otherwise expired on his retirement date under the terms of the restricted stock award agreements.
Also, the retirement agreement said Coughlin was eligible to receive a pro-rated portion of any incentive payment earned under Wal-Mart's management incentive plan, as attended, for the fiscal year ending Jan. 31, 2005.
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