Anderson v. Larry H. Miller Commc'ns Corp.

• Decision Date: 19 July 2012
• Docket Number: No. 20100929–CA.,20100929–CA.
• Citation: 713 Utah Adv. Rep. 25,284 P.3d 674,2012 UT App 196
• Parties: Steve ANDERSON, Plaintiff and Appellant, v. LARRY H. MILLER COMMUNICATIONS CORPORATION, Dean Paynter, Chris Baum, and John Doe, Defendants and Appellees.
• Court: Utah Court of Appeals

284 P.3d 674

713 Utah Adv. Rep. 25

2012 UT App 196

Steve ANDERSON, Plaintiff and Appellant,

v.LARRY H. MILLER COMMUNICATIONS CORPORATION, Dean Paynter, Chris Baum, and John Doe, Defendants and Appellees.

No. 20100929–CA.

Court of Appeals of Utah.

July 19, 2012.

April L. Hollingsworth, Salt Lake City, for Appellant.

Janet Hugie Smith and Michael E. Blue, Salt Lake City, for Appellees.

Before Judges VOROS, ORME, and THORNE.

OPINION

THORNE, Judge:

¶ 1 Steve Anderson appeals from the district court's entry of summary judgment in favor of Larry H. Miller Communications Corporation (LHMCC), Dean Paynter, and Chris Baum (collectively, Defendants) on Anderson's claims of breach of contract, promissory estoppel, fraud, and breach of the covenant of good faith and fair dealing. We affirm in part and reverse in part.

BACKGROUND ¹

¶ 2 In 2007, Anderson had been employed by the Davis County School District as a high school drama teacher for twenty-eight years and was two years away from retiring with a full pension. Anderson had also done some occasional acting in movies and on television, including some work early in 2007 on a television show produced by LHMCC, which operated the KJZZ television station. Through that work, Anderson had become acquainted with Paynter, who was LHMCC's Director of News and Program Development.

¶ 3 In late summer 2007, Paynter invited Anderson to audition for a new KJZZ morning show to be called KJZZ Cafe. Anderson was hesitant because he was so close to retirement and he believed that KJZZ had a history of cancelling shows. Anderson maintains that Paynter indicated to him that if he did accept an anchor position on the show, he would be guaranteed a salary for three years. Anderson eventually chose to audition, and when Paynter offered him one of three anchor positions, Anderson began rehearsing with the show's other cast members on an unpaid basis. He returned to full-time teaching when the fall 2007 semester began, informing Paynter that he would not give up his teaching position without a guaranteed contract.

¶ 4 Although no written contract offer had been forthcoming, Anderson formally began paid employment with LHMCC in November 2007, even as he continued his full-time teaching employment. On November 28, Anderson signed various employment documents, including a single-page form entitled “Acknowledgment of Employee Handbook and ‘At–Will’ Employment” (the Acknowledgment). In its four short paragraphs, the Acknowledgment included the following language, with no particular emphasis:

I understand that my employment is “at-will.” I understand that I may quit for any reason or no reason at all and that my employment may be terminated at any time with or without cause or notice.

... I also understand and agree that no person other than Larry H. Miller has the authority to enter into any binding commitment or agreement to or with me, on behalf of [LHMCC], and that any such commitment or agreement must be in writing and signed by all parties.

Despite this language, Anderson continued to press Paynter for a guaranteed contract and reiterated that he would not leave his full-time teaching position unless such a contract was in place.

¶ 5 In January 2008, just a few days before KJZZ Cafe was set to begin airing, Paynter presented Anderson with a purported written contract (the Agreement), which included a guaranteed salary for Anderson over the course of three years, starting at $80,000. However, the Agreement contained several blank spaces where contract terms had yet to be filled in, including spaces for the daily broadcast hours for KJZZ Cafe, the number of public relations events that Anderson could be required to attend annually, the termination date of the contract, and the dates upon which Anderson would receive annual salary increases. In the section outlining Anderson's duties, the language “[IS THERE ANYTHING ELSE WE OUGHT TO SPECIFY?]” was prominently displayed. The Agreement included signature blocks for both LHMCC and Anderson, but the LHMCC signature block did not name Larry H. Miller as the required signatory.

¶ 6 Neither Anderson nor any representative of LHMCC ever signed the Agreement. Anderson asserts that as he was about to sign the document, Paynter stopped him, “almost physically with a hand on the shoulder sort of thing.” Paynter represented to Anderson that “the lawyers said” that the Agreement did not need to be signed to be enforceable. In reliance on the unsigned Agreement and Paynter's representations, Anderson informed his school employer that he would only teach part time as of the spring semester of the 2007–08 school year and proceeded to work for LHMCC as an anchor on KJZZ Cafe.

¶ 7 In November 2008, LHMCC cancelled KJZZ Cafe and terminated the show's employees, including Anderson. LHMCC refused to pay Anderson after KJZZ Cafe was cancelled. Anderson then sued LHMCC, Paynter, and LHMCC General Manager Chris Baum. Anderson's lawsuit asserted claims for breach of contract, promissory estoppel, fraud, and breach of the covenant of good faith and fair dealing.

¶ 8 Defendants moved for summary judgment on all of Anderson's claims, arguing that the claims were foreclosed by the language of the Acknowledgment that Anderson had signed upon accepting employment with LHMCC. Specifically, Defendants argued that, pursuant to the Acknowledgment, Anderson was an at-will employee and that his at-will status could only be altered by a written agreement signed by Larry H. Miller. Accordingly, neither the unsigned Agreement nor any alleged oral representations by Paynter could alter Anderson's at-will status or provide Anderson with a reasonable basis to believe that he had a guaranteed contract.

¶ 9 The district court agreed with Defendants and dismissed all of Anderson's claims with prejudice. As to the breach of contract claim, the district court determined that there was no contract between Anderson and LHMCC because there was no written contract signed by Larry H. Miller. The district court further determined that Anderson's promissory estoppel and fraud claims failed because it was not reasonable for Anderson to have relied on Paynter's oral representations in light of the Acknowledgment and because “[LHMCC] as an entity never made any of the alleged representations to [Anderson].” Finally, the district court dismissed Anderson's breach of the covenant of good faith and fair dealing claim because the implied covenant only applies to existing contract terms and was not a substitute for an actual contract between Anderson and LHMCC. Anderson appeals.

ISSUES AND STANDARDS OF REVIEW

¶ 10 Anderson argues that the district court's summary judgment ruling was erroneous as to each of his four claims. Summary judgment is appropriate when “there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law.” Utah R. Civ. P. 56(c). We review the district court's “legal conclusions and ultimate grant or denial of summary judgment for correctness[, viewing] the facts and all reasonable inferences drawn therefrom in the light most favorable to the nonmoving party.” Bingham v. Roosevelt City Corp., 2010 UT 37, ¶ 10, 235 P.3d 730 (internal quotation marks omitted).

ANALYSIS

¶ 11 Anderson brought four claims against Defendants, two of which depend on the existence of the contract alleged by Anderson, and two of which do not. We first address Anderson's contract-based claims—breach of contract and breach of the implied covenant of good faith and fair dealing. We then turn to his other claims of promissory estoppel and fraud.

I. Anderson's Contract–Based Claims

¶ 12 Anderson alleges that he and LHMCC entered into a formal three-year contract as embodied in the Agreement and that LHMCC breached that contract when it failed to pay him the approximately two years' salary remaining on the contract after KJZZ Cafe was cancelled in November 2008. Defendants contend that Anderson's employment with the company was simply an at-will employment contract that could be terminated at any time. See generally Brehany v. Nordstrom, Inc., 812 P.2d 49, 53 (Utah 1991) (“The general rule concerning personal employment contracts is ... the contract is no more than an indefinite general hiring which is terminable at the will of either party.” (internal quotation marks omitted)).

¶ 13 The district court granted summary judgment to Defendants on this claim, relying on the Acknowledgment's language that Anderson was an at-will employee unless his at-will status was modified by a written agreement signed by Larry H. Miller. On appeal, the parties expend considerable effort arguing whether Paynter had the actual or apparent authority to enter into an employment contract on Larry H. Miller's behalf. However, we conclude that the district court properly entered summary judgment on Anderson's breach of contract claim because the Agreement was neither signed—by anyone—nor was it sufficiently definite to establish a contract between the parties.²

¶ 14 There is no dispute that the Acknowledgment, on its face, imposed the requirement of a signed writing to alter Anderson's at-will employment status. At the same time, LHMCC “reserve[d] the right to depart from [its personnel] policies and guidelines or change them at its sole discretion.” Perhaps against a different factual backdrop, Paynter's conduct and representations could have led a reasonable person to believe that LHMCC had altered or chosen to depart from its signed contract requirement and had authorized Paynter to bind the company to the Agreement without signatures, despite the requirements contained in the Acknowledgment. Cf. Uhrhahn Constr. & Design, Inc. v. Hopkins, 2008 UT App 41, ¶¶ 13–21, 179 P.3d 808 (concluding that the parties could, by their conduct, implicitly waive a contract provision requiring change orders to be put in writing and create an implied contract permitting changes to the...