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Feb. 27, 2026 Get Citation Alerts Download PDF Add Note

Salley v. Outfront Media CA2/4

California Court of Appeal

• Citations: None known
• Docket Number: B346096

• Precedential Status: Non-Precedential

• Opinion

• Authorities (14)

• Cited By (0)

• Summaries (0)

• Similar Cases (17.1K)

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Combined Opinion

Filed 2/27/26 Salley v. Outfront Media CA2/4
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying
on opinions not certified for publication or ordered published, except as specified by rule 8.1115(a).
This opinion has not been certified for publication or ordered published for purposes of rule
8.1115(a).

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION FOUR

ROBERT SHANE SALLEY, B346096

Plaintiff and Appellant. Los Angeles County
Super. Ct. No.
v. 23STCV21141
OUTFRONT MEDIA, LLC,

Defendant and Respondent.

APPEAL from a judgment of the Superior Court of Los
Angeles County, Daniel M. Crowley, Judge. Affirmed.
Lazarski Law Practice, Bryan J. Lazarski, Stonebrook Law,
and Joseph Tojarieh for Appellant.
Constangy, Brooks, Smith & Prophete, Lara C. de Leon,
and Kelsey O’Brien for Respondent.
Robert Shane Salley sued his former employer, Outfront
Media, LLC (Outfront), for 10 causes of action arising from his
employment and termination. Outfront successfully moved for
summary judgment. Salley appeals the judgment as to five of his
10 causes of action: his claims for failure to pay earned
commissions, failure to provide meal and rest periods, waiting
time penalties, and unfair competition. He argues the trial court
erred because there are triable issues of material fact on whether
he was entitled to commissions under the parties’ contract and
whether he was an outside salesperson exempt from statutory
meal and rest periods. We reject both arguments and affirm the
judgment.

BACKGROUND

I. Salley’s Work for Outfront
Outfront is an advertising company that specializes in
billboards and transit displays. Salley worked for Outfront (and
its predecessors) from 1993 to July 2022. By the end of Salley’s
tenure, he was a Senior Account Executive.
Salley’s job was to sell Outfront’s advertising space. His
duties included finding new clients, servicing accounts to retain
clients and ensure they paid their invoices, taking clients to view
Outfront’s billboards, developing client proposals, setting prices,
identifying locations for ads, and helping to design ads. Salley
also ensured Outfront posted the ads and confirmed that with
clients.
Outfront classified Salley as an exempt outside
salesperson. It paid him solely via commissions and bonuses.
Outfront expected Salley to spend most of his time working
outside its Los Angeles office. At his deposition, Salley testified

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that he spent about 40 to 50 percent of his time working in the
field “[s]eeing clients,” “[s]coping out potential locations,” and
monitoring what competitors were doing. He also spent time
working remotely on his laptop at home or in his car. At times,
he went to Outfront’s office to attend meetings and perform other
work.
Salley’s supervisors did not oversee his work schedule. He
never clocked in or out and did not log his hours worked.
In about February 2020, Outfront transferred Salley from
its national sales team to the Los Angeles local sales team.
Outfront also reassigned some of his accounts. In his new
position, Salley was again expected to spend the majority of his
time in the field and was only occasionally required to be
physically present in the office, at most once a week. Salley
believed his supervisors began to “micromanage[ ]” him in his
new position. They required him to log his sales and calls and to
contact 20 prospective clients each week.
In March 2020, Outfront directed all employees in
California to work from home pursuant to Governor Newsom’s
stay-at-home order during the COVID-19 pandemic. While the
stay-at-home order was in effect, Salley did not visit clients in
person except for sometimes meeting them for lunch. He
continued to drive around to scope out inventory and find new
clients. He only went to Outfront’s office about once per month.
In June 2021, Outfront re-opened its Los Angeles Office.
His supervisor at the time, Billy Corvalan, expected Salley to
work most of his time in the field and to be physically present in
the office at most once a week.

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II. Salley’s Performance Problems and Termination
Beginning in 2019, Salley suffered from mental health
problems including alcohol abuse. He sometimes drank during
work hours. Outfront’s vice president of human resources, Djuna
Duronslet, believed he was intoxicated at a conference in
September 2019. Shortly afterward, Salley took a leave of
absence for in-patient treatment. He attended in-patient
treatment a second time in November 2019.
In July 2020, Outfront had renewed concerns about Salley’s
performance. According to his supervisor, he was not responding
to coworkers. Salley had relapsed and was again struggling with
alcohol abuse. For the third time, he underwent in-patient
treatment.
Similar problems occurred in October 2021. Salley’s
supervisor believed he was not responding to coworkers and
clients. Salley asked for permission to temporarily work from his
parents’ home in Arizona. Outfront agreed.
In February 2022, Outfront issued Salley a final written
warning asserting performance issues. Outfront also reassigned
Salley’s largest account. On July 11, 2022, an unidentified
employee told a supervisor that Salley was intoxicated during a
sales meeting. Outfront terminated Salley on July 15, 2022.
III. Salley’s Commissions
During the relevant period, Outfront paid Salley pursuant
to its 2021 Local Sales Commission Plan. Shortly after his
termination, Salley asked his former supervisor, Billy Corvalan,
about pending commission payments. As we shall explain below,
Corvalan informed him that an “[e]arnings balance of $85,894 on
uncollected sales” was “still owed to [Salley] once clients pay their

4
invoices,” but less than a month later Outfront took the opposite
position.
IV. Salley’s Lawsuit and Appeal
Salley filed suit against Outfront in 2023. He also named
Christopher O’Donnell and Billy Corvalan, two of his supervisors,
as individual defendants. Salley alleged 10 causes of action
including failure to pay commissions, failure to provide meal and
rest periods, waiting time penalties, claims pertaining to
disability discrimination, intentional infliction of emotional
distress, wrongful termination, and unfair competition.
Outfront (and the two individual defendants) moved for
summary judgment. In the alternative, they moved for summary
adjudication of each cause of action and of Salley’s claim for
punitive damages.
The five causes of action at issue on appeal arise from two
categories of alleged unlawful employment practices. Outfront
allegedly violated Salley’s statutory rights by (1) failing to
provide him with meal and rest periods and (2) failing to pay all
commissions owed under his contract.
On the causes of action for meal and rest period violations,
Outfront argued Salley was an exempt outside salesperson. In
opposition, Salley argued there were triable issues on whether
the outside sales exemption applied while he worked from home
beginning in March 2020.
On Salley’s cause of action for unpaid commissions,
Outfront argued it paid all commissions he was entitled to under
the 2021 Local Sales Commission Plan. Salley contended there
were triable issues of fact on whether the contract provided that
involuntarily terminated employees would receive commissions
on unpaid invoices.

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The trial court granted summary judgment and entered
judgment for defendants. Salley timely appealed. On appeal, he
asserts the trial court erred only as to the causes of action
against Outfront (not the individual defendants) for meal and
rest period violations, unpaid commissions, waiting time
penalties, and unfair competition.

DISCUSSION

I. Legal Standard
Summary judgment should be granted “ ‘where no triable
issue of material fact exists and the moving party is entitled to
judgment as a matter of law.’ ” (Conroy v. Regents of University
of California (2009) 45 Cal.4th 1244, 1250 (Conroy).) On
summary judgment or adjudication, a defendant meets its burden
on a cause of action by showing that the plaintiff cannot establish
“one or more elements of the cause of action . . . or that there is a
complete defense to the cause of action.” (Code Civ. Proc., § 437c,
subd. (p)(2).) Once the defendant does so, the burden shifts to the
plaintiff to show a triable issue of at least one material fact.
(Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 849.)
On appeal, we review an order granting summary
judgment de novo. (Conroy, supra, 45 Cal.4th at p. 1249.) In
doing so, we consider all evidence in the record except that which
the court properly excluded pursuant to an evidentiary objection.
(Ibid.) We “ ‘liberally construe the evidence in support of the
party opposing summary judgment and resolve doubts concerning
the evidence in favor of that party.’ ” (Id. at pp. 1249–1250.)
II. Meal and Rest Period Claims
The Labor Code’s meal and rest break provisions do not
apply to outside salespersons. (Lab. Code, § 1171; Espinoza v.

6
Warehouse Demo Services, Inc. (2022) 86 Cal.App.5th 1184, 1191
(Espinoza).) “The main reason for this exemption is because
outside salespersons generally control their own hours and are
paid on a commission basis.” (Espinoza, at p. 1191.) The
employer bears the burden of proving this exemption as an
affirmative defense. (Ramirez v. Yosemite Water Co., Inc. (1999)
20 Cal.4th 785, 794–795 (Ramirez).)
The applicable Industrial Welfare Commission (IWC) wage
order defines “outside salesperson” as “any person, 18 years of
age or over, who customarily and regularly works more than half
the working time away from the employer’s place of business
selling tangible or intangible items or obtaining orders or
contracts for products, services or use of facilities.” (Wage Order
No. 7-2001, as amended, Cal. Code Regs., tit. 8, § 11070, subd.
2(K).) IWC wage orders “ ‘are to be accorded the same dignity as
statutes’ ” (Donohue v. AMN Services, LLC (2021) 11 Cal.5th 58,
66) and “ ‘are construed in accordance with the ordinary
principles of statutory interpretation’ ” (Vaquero v. Stoneledge
Furniture LLC (2017) 9 Cal.App.5th 98, 107). Courts “ ‘liberally
construe the Labor Code and wage orders to favor the protection
of employees’ ” (Troester v. Starbucks Corp. (2018) 5 Cal.5th 829,
839) and “narrowly construe[ ]” the exemptions (Ramirez, supra,
20 Cal.4th at p. 794).
Whether the undisputed facts establish Salley was an
exempt outside salesperson depends on the interpretation of the
phrase “away from the employer’s place of business.” (Cal. Code
Regs., tit. 8, § 11070, subd. 2(K).) That is because Salley
concedes he was an exempt outside salesperson until he started
working from home in March 2020. During the COVID-19
pandemic, he rarely visited clients in person. For some meetings,

7
he used video conferencing instead of speaking in person. After
March 2020, Salley only went to Outfront’s office about once a
month.
The undisputed facts thus show that Salley regularly and
customarily worked more than half the time away from his
employer’s place of business—unless that term included his home
office. We conclude it does not.
The IWC did not define “away from the employer’s place of
business.” (Cal. Code Regs., tit. 8, § 11070, subd. 2(K).) “When a
statute [or regulation] does not define its operative words, ‘courts
should give to the words . . . their ordinary, everyday meaning.’ ”
(County of Orange v. Santa Margarita Water Dist. (1996) 44
Cal.App.4th 189, 192; accord Ste. Marie v. Riverside County
Regional Park & Open-Space Dist. (2009) 46 Cal.4th 282, 288 [we
construe the words in a statute or regulation by their plain,
commonsense meaning].) The ordinary, everyday meaning of the
term “employer’s place of business” does not include every remote
employee’s home. But we recognize that the workplace paradigm
has been changing since the IWC enacted the relevant wage
order in 1980. (Wage Order No. 7-80.) Employees are
increasingly working at home, especially since the COVID-19
pandemic.
The parties identify only one California case interpreting
the term “employer’s place of business.” Espinoza held, “[T]he
pertinent inquiry as to whether an employee works away from
the employer’s place of business is not whether the employer
owns or controls the worksite, but the extent to which the
employer maintains control or supervision over the employee’s
hours and working conditions.” (Espinoza, supra, 86 Cal.App.5th
at p. 1187.) Though the employer did not own or lease the

8
worksite, it required the employee “to clock in and out at every
shift” and assigned her to work “within a small, designated area”
of a retail store. (Ibid.) Finding the exemption did not apply, the
court reasoned that its “purpose . . . would not be served here
where [the employee’s] hours and schedule were carefully
monitored and controlled by respondent.” (Ibid.)
Under this inquiry, the trial court properly determined that
Salley’s California home was not Outfront’s place of business.
The undisputed facts establish Outfront did not maintain control
or supervision over Salley’s hours and working conditions. He
did not clock in or out. His supervisors did not oversee his
schedule or track where he worked. Outfront continued to expect
Salley to work mostly in the field. At times, Salley worked from a
residence in Arizona or Utah.
Attempting to dispute these facts, Salley relies on his
deposition testimony that Outfront “micromanaged” him while he
worked from home. But none of the purported
“micromanagement” involved his schedule or working conditions.
That testimony instead concerned monitoring his work
performance, such as requiring him to report making 20 calls to
prospective clients each week. He described this as
“accountability” and more “communication” about his work.
Salley’s testimony does not show Outfront maintained any more
control over Salley’s hours and working conditions than it did
during the time he concedes he was an exempt outside
salesperson.
In arguing his home office qualified as his employer’s place
of business, Salley relies on a federal regulation implementing
the Fair Labor Standards Act (FLSA). The FLSA (29 U.S.C.
§ 201, et seq.) provides minimum wage (id., § 206) and overtime

9
(id., § 207) protections to employees but, unlike California law,
“does not require that employers provide meal or rest periods”
(Mauia v. Petrochem Insulation, Inc. (9th Cir. 2021) 5 F.4th 1068,
1073 (Mauia)). Like the IWC’s wage orders, the FLSA excludes
outside salespersons from its protections. (29 U.S.C. § 213 (a)(1).)
Salley relies on the following regulation interpreting the
FLSA’s outside sales exemption: “An outside sales employee must
be customarily and regularly engaged ‘away from the employer’s
place or places of business.’ The outside sales employee is an
employee who makes sales at the customer’s place of business or,
if selling door-to-door, at the customer’s home. Outside sales does
not include sales made by mail, telephone or the Internet unless
such contact is used merely as an adjunct to personal calls. Thus,
any fixed site, whether home or office, used by a salesperson as a
headquarters or for telephonic solicitation of sales is considered
one of the employer’s places of business, even though the
employer is not in any formal sense the owner or tenant of the
property.” (29 C.F.R. § 541.502 (2016).)
Salley argues that “California law adopts” this regulation.
It does not. Absent convincing evidence of the IWC’s intent to
adopt a federal regulation, we generally decline to rely on a
federal regulation in interpreting California law. (See Morillion
v. Royal Packaging Co. (2000) 22 Cal.4th 575, 592 (Morillion).)
“The IWC has on occasion deliberately incorporated federal law
into its wage orders. However, ‘where the IWC intended the
FLSA to apply to wage orders, it has specifically so stated.’ ”
(Martinez v. Combs (2010) 49 Cal.4th 35, 67.)
Three provisions of the applicable wage order state that
certain subjects track specified sections of the Code of Federal
Regulations. (Cal. Code Regs., tit. 8, § 11070, subds. 1(A)(1)(e),

10
1(A)(2)(f), & 1(A)(3)(e).) Those provisions do not concern the
federal regulation Salley contends we should use to interpret
California law. “By choosing not to track the language of the
federal exemption and instead adopting its own distinct
definition of ‘outside salespersons,’ the IWC evidently intended to
depart from federal law.” (Ramirez, supra, 20 Cal.4th at p. 797.)
It is true that in deciding whether to rely on a federal
regulation to interpret state law, we consider the principle that
state labor law may provide more protection than the FLSA. (See
Morillion, supra, 22 Cal.4th at p. 592.) But that principle does
not support Salley’s position because he alleges violations of
substantive rights (meal and rest periods) the FLSA does not
provide. (Mauia, supra, 5 F.4th at p. 1073.) Regardless of our
interpretation of the phrase “employer’s place of business” (Cal.
Code Regs., tit. 8, § 11070, subd. 2(K)), California law provides
greater protection with respect to meal and rest periods because
the FLSA provides no protection at all. Therefore, in this case,
deviating from the federal regulation under which the “fixed site”
of Salley’s home was his “employer’s place of business” (29 C.F.R.
§ 541.502 (2016)) does not result in providing less protection than
federal law.
Salley cites only one case applying this regulation to
interpret California’s outside sales exemption: Urso v. Wells
Fargo Bank, N.A. (N.D. Cal., Mar. 10, 2011, No. C 06-1770 MHP)
2011 WL 13334280 (Urso). As an unpublished federal decision,
Urso can be no more than persuasive authority. (Yvanova v. New
Century Mortgage Corp. (2016) 62 Cal.4th 919, 940.) In any
event, we do not find Urso persuasive. Urso applied the principle
that “California’s outside sales exemption was designed to
provide more robust protections for employees than the federal
exemption.” (Urso, supra, 2011 WL 13334280 at p. *8.) That

11
principle was relevant because the employee challenged the
exemption only with respect to overtime premium pay (id. at pp.
*1, 3), a right employees have under both the Labor Code and the
FSLA. But as we have explained, in this case, deviating from the
federal regulation (29 C.F.R. § 541.502 (2016)) does not result in
providing less protection than federal law.
Based on the undisputed facts, Salley was an exempt
outside salesperson. The trial court did not err in granting
summary adjudication of Salley’s claims for meal and rest break
violations.
III. Commissions
The second main issue is whether Outfront established that
Salley cannot prevail on his cause of action for unpaid
commissions. An employee’s contract determines his or her right
to commissions. (Nein v. HostPro, Inc. (2009) 174 Cal.App.4th
833, 853 (Nein).) Interpreting a contract “is a judicial function”
where the court “ ‘give[s] effect to the mutual intention of the
parties as it existed’ at the time the contract was executed.”
(Brown v. Goldstein (2019) 34 Cal.App.5th 418, 432 (Brown).)
“Ordinarily, the objective intent of the contracting parties is a
legal question determined solely by reference to the contract’s
terms.” (Ibid.) Courts “strive to interpret the parties’ agreement
to give effect to all of a contract’s terms, and to avoid
interpretations that render any portion superfluous, void or
inexplicable.” (Brandwein v. Butler (2013) 218 Cal.App.4th 1485,
1507.) In interpreting a contract, courts first consider evidence of
the parties’ intent to determine if the contract is ambiguous,
meaning “reasonably susceptible” to an interpretation. (Brown,
supra, at pp. 432–433.) If so, “ ‘ “the extrinsic evidence is then
admitted to aid in” ’ ” interpretation. (Id. at p. 433.)

12
The parties do not dispute the contract’s terms or any of the
potentially relevant extrinsic evidence. On summary judgment,
we therefore construe the contract as a matter of law, “ ‘even
when conflicting inferences may be drawn from the undisputed
extrinsic evidence [citations] or that extrinsic evidence renders
the contract terms susceptible to more than one reasonable
interpretation.’ ” (Brown, supra, 34 Cal.App.5th at p. 433.)
The following paragraph of the parties’ commission plan
governs payments to former employees: “If a Participant
Leaves the Company [¶] 16. If a participant should leave the
Company, only Net Sales from advertisements that have been
posted, delivered, and paid by the Advertiser on or before the
participant’s last day of employment shall be considered when
calculating the participant’s commission payment, provided that
such payment is earned (as set forth in Paragraph 1 herein). It is
acknowledged that the servicing of accounts and ensuring that an
advertisement actually is posted, as well as ensuring that billings
are collected, are critical and essential duties and cannot be
performed upon separation from the Company. It also is
acknowledged that in no event will the Company pay, or will a
participant be entitled to receive, any commissions on sales for
advertisements which were not posted and billed prior to the date
of separation from the Company, since in that event no
commission would have been earned.”
The paragraph’s first sentence states three requirements
for commissions: “on or before the [employee’s] last day,” the ads
must be “[1] posted, [2] delivered, and [3] paid” for. The next two
sentences consist of “acknowledgments” that do not alter these
three requirements. The second sentence explains why all three
requirements must be satisfied before an outside salesperson

13
earns a commission. The third sentence, read in context,
provides that if a client pays Outfront for advertisements before
they have been posted and billed, the outside salesperson has not
earned a commission. All three sentences, read together, provide
that when an outside salesperson leaves the company, he or she
has not earned commissions unless all three requirements are
satisfied.
Salley contends Outfront owes him $85,894 in commissions
for ads that were posted and delivered—but not yet paid for—
when Outfront terminated him. He argues the “paid”
requirement in the first sentence above applies only to employees
who “leave” voluntarily. He notes the paragraph’s final sentence
omits the “paid” requirement and refers to “the date of separation
from the Company” instead of using the word “leave.” Salley
thus contends that interpreting “leave” to include involuntary
termination would make that final sentence meaningless.
We are unpersuaded. Nowhere in the contract is there any
distinction between an employee’s “voluntary” or “involuntary”
departure. Moreover, the second sentence of the paragraph
emphasizes that the duties required to earn commissions include
ensuring clients pay Outfront, which cannot be performed after
employment ends.
Similarly, paragraph six of the section titled, “Other Plan
Provisions” (bold and underline omitted) states, “It is understood
that the servicing of accounts is vital to the retention,
development and expansion of the Company’s business.
Commissions are intended to compensate not only for procuring
sales, but also for the servicing of accounts, including the
collection of all amounts due from the sale. Such servicing of
accounts requires the performance of all duties necessary to ensure

14
that the advertising sold is actually posted and paid for in full by
the advertiser.” (Italics added.) Portions of the contract’s billing
policy further provide, “It is expressly understood that no
commission shall be provided on accounts that are unpaid. [¶]
All cash receipts must be deposited in the Company lockbox or
otherwise received by the Company within [nine billing cycles] in
order to be commissionable.” When viewed as a whole, the
contract provides for commissions only when advertisements are
posted, delivered, and paid for before the date of termination.
Salley relies on undisputed extrinsic evidence (two emails)
that purportedly supports his position. Billy Corvalan sent an
email to Salley on August 20, 2022, stating that Outfront would
pay him the contested $85,894. But less than a month later, on
September 23, 2022, Corvalan forwarded an email from his
superior Len Cusumano stating no further additional
commissions would be paid. This undisputed evidence does not
change our analysis. That Outfront initially told plaintiff it still
owed him commissions on unpaid invoices (before informing him
otherwise) does not make the contract ambiguous when read in
context and under the circumstances of this case. Nor do the
emails persuade us that when the parties entered the 2021 Local
Sales Commission Plan, they intended that, upon termination,
Salley would be paid commissions on unpaid invoices.
Salley argues Outfront cannot succeed on summary
judgment without introducing evidence showing how or why
Outfront’s senior director of compensation, Len Cusumano,
decided Salley was not entitled to further commissions under the
contract. Salley provides no authority supporting that
proposition. The parties’ contract governs his right to
commissions. (Nein, supra, 174 Cal.App.4th at p. 853.) Salley

15
was not entitled to further commissions under the contract. The
process by which Outfront chose not to pay those commissions is
irrelevant. Regardless, the record includes an email from
Cusumano adequately explaining the decision: “Based on Shane’s
YTD billing and collections as of his termination date, there will
be no further statements or additional commissions paid.”
(Italics added.)
There are no disputed material facts to be determined by
trial. All that remains is for the employment contract to be
interpreted by the court. This is true assuming, as Salley
contends, different inferences can be made when reviewing the
language of the contract and undisputed extrinsic evidence.
(Brown, supra, 34 Cal.App.5th at p. 433.) We hold that, as a
matter of law, Salley was not entitled to further commissions
under his contract with Outfront. The trial court correctly ruled
Salley cannot succeed on his cause of action for unpaid
commissions.
IV. Derivative Causes of Action
There are no triable issues of material fact on Salley’s
causes of action for waiting time penalties and unfair
competition. Salley acknowledges these two causes of action
cannot stand without the underlying claims for meal and rest
period violations or for unpaid commissions. The undisputed
facts therefore establish that Salley cannot prevail on his causes
of action for waiting time penalties and unfair competition.

16
DISPOSITION

The judgment is affirmed. Outfront Media, LLC shall
recover its costs on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

TAMZARIAN, J.

We concur:

COLLINS, ACTING P. J.

BENDIX, J.*

• Justice of the Court of Appeal, Second Appellate District, Division One, assigned to Division Four, by the Chief Justice pursuant to article VI, section 6 of the California Constitution.

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