Anders v. Specialty Chem. Resources, Inc.
Decision Date | 09 June 1997 |
Docket Number | No. 69648,69648 |
Citation | 700 N.E.2d 39,121 Ohio App.3d 348 |
Parties | ANDERS, Appellant, v. SPECIALTY CHEMICAL RESOURCES, INC., Appellee. |
Court | Ohio Court of Appeals |
Mansour, Gavin, Gerlack & Manos Co., L.P.A., Jeffrey M. Embleton, Katherine A. Vierkorn and John F. Burke, Cleveland, for appellant.
Kenneth J. Fisher Co., L.P.A., Kenneth J. Fisher and Robert G. Mansour, Cleveland, for appellee.
Plaintiff-appellant George Anders appeals from orders of the trial court granting summary judgment and dismissing his remaining claims against his former employer, defendant-appellee Specialty Chemical Resources, Inc. ("SCR"), in this employment termination dispute. For the following reasons, we reverse summary judgment on Anders's claim for an unpaid bonus and the dismissal of two claims stemming from the termination of his employment for ignoring his employer's alleged instructions to commit crimes or engage in seriously improper misconduct.
Anders commenced this action following the termination of his employment by filing a six-count complaint against SCR in the trial court, alleging (1) breach of (express) contract, (2) breach of implied contract, (3) promissory estoppel, (4) violation of public policy, (5) breach of a covenant of good faith and fair dealing, and (6) infliction of emotional distress. SCR denied the substantive allegations in Anders's complaint and subsequently filed a motion for summary judgment on the first three claims and a motion to dismiss the remaining three claims.
SCR's motion for summary judgment argued that Anders failed to produce evidence to establish anything other than an at-will employment relationship. SCR specifically argued that there was no evidence that it had made any statement or promise to Anders of employment for a definite duration as a vice-president. Anders filed a brief in opposition to summary judgment. The trial court ultimately granted the motion for summary judgment.
SCR's motion to dismiss argued that Anders's complaint failed to state a claim on the remaining three claims. Anders opposed the motion to dismiss. The trial court granted the motion to dismiss following additional briefs by the parties. Anders timely appeals, raising six assignments of error, which are not separately briefed or argued.
Anders's first, second, and third assignments of error challenge the trial court's order granting summary judgment as follows:
The first assignment is well taken in part, and the second and third lack merit.
Anders argues that the trial court improperly granted summary judgment against him on his claims for breach of express and implied contract and promissory estoppel. Anders contends that his claims are supported by SCR statements assuring him of a "secure future" and "secure career" or that he could be terminated only for inadequate performance. Anders also argues that SCR breached the terms of an express compensation agreement.
In a prior case this court exhaustively analyzed the case law involving similar claims and held that such statements are insufficient to establish express or implied contracts or promissory estoppel. Corradi v. Soclof (May 25, 1995), Cuyahoga App. No. 67586, unreported, at 4-5, 1995 WL 322311. It is well established that employment agreements that do not specify a particular duration or term of employment are presumed to be terminable by either party at will for any reason not contrary to law. As a result of our review of the record, we conclude that Anders failed to produce any evidence to demonstrate any specific duration of employment or that he could be terminated only for cause.
Anders's reliance on Wright v. Honda of Am. Mfg. (1995), 73 Ohio St.3d 571, 653 N.E.2d 381, to support his arguments to the contrary is misplaced. Wright involved a breach-of-implied-contract claim by a factory worker terminated because her employer discovered that her half-brother was also employed by the manufacturer contrary to its antinepotism policy. However, over the course of a seven-year period the employer had made numerous oral and written, general and specific statements concerning the terms of her employment and the particular antinepotism policy. The manufacturer knowingly employed other pairs of relatives, its employee handbook specifically provided for transfer rather than termination for violation of the antinepotism policy, and on several occasions management employees told the employee not to be concerned about the situation.
Contrary to Anders's argument, Wright does not mark a wholesale departure from prior law or warrant reversal of the trial court's summary judgment in this case. The opinion in Wright provides little guidance and is limited to the particular facts of that case. 1 The case sub judice does not involve similar facts. Anders was a high level management employee who negotiated the specific terms of his employment. There is no evidence, moreover, that SCR made any specific statements at any time to transform his employment relationship into something other than at will. The trial court, therefore, properly granted summary judgment on Anders's claims for breach of express and implied contracts and promissory estoppel.
However, the trial court improperly granted summary judgment against Anders on his claim for breach of the parties' express oral and/or written compensation agreement. Anders alleged that SCR orally agreed to pay him various types of bonus compensation, which agreement was subsequently reduced to writing as follows:
(Emphasis added.)
SCR's motion for summary judgment did not specifically address this claim. It is well established that the party seeking summary judgment has the initial burden of identifying those elements of the nonmoving party's case that do not raise a genuine issue of fact and upon which the moving party is entitled to judgment. See Dresher v. Burt (1996), 75 Ohio St.3d 280, 292, 662 N.E.2d 264, 273-274. SCR did not satisfy this burden, and Anders specifically pointed out this defect to the trial court. Granting summary judgment on a claim when a party made no argument concerning that claim is improper.
Furthermore, even if SCR had requested summary judgment on Anders's express contract claim for payment of bonuses, the record does not warrant summary judgment. Anders testified that SCR made an oral promise to pay bonuses, including the first year ten-thousand-share "signing" bonus. Moreover, the language, emphasized above, in the subsequent written document memorializing the agreement is ambiguous. It could reasonably be construed to mean that Anders either (1) was eligible for a ten-thousand-share bonus or (2) would receive the bonus at the end of the first year regardless of performance or "independent objectives." The latter construction is sufficient to constitute an enforceable contract. See Holderman v. Huntington Leasing Co. (1984), 19 Ohio App.3d 132, 19 OBR 221, 483 N.E.2d 175.
SCR's argument, presented for the first time on appeal, that this court affirm summary judgment on this issue because the bonuses were discretionary lacks merit for two reasons. First, Civ.R. 56 requires trial courts to consider motions for summary judgment in the first instance. Appellate courts cannot cure defects by independently reviewing the record and entering the judgment the trial court should have entered. Murphy v. Reynoldsburg (1992), 65 Ohio St.3d 356, 359-360, 604 N.E.2d 138, 140-141. Second, even if we construed SCR's promise concerning bonuses merely to make Anders eligible for discretionary bonuses, the record shows that SCR breached its promise to make Anders eligible for such bonuses. Corey Roth, an officer of SCR, testified that Anders was never eligible for share bonuses. Rather, Roth contended that the promise concerning bonuses was merely a "misunderstanding" and that Anders was eligible for share options but not for share bonuses. Under the circumstances, the trial court's order granting summary judgment on the bonus claim must be reversed.
Accordingly, Anders's first assignment is well taken in part and overruled in part, and his second and third assignments are overruled.
Anders's fourth, fifth and sixth assignments of error challenge the trial court's dismissal of his remaining claims as follows:
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