Anderson v. Savin Corp.

• Decision Date: 09 November 1988
• Citation: 206 Cal.App.3d 356,254 Cal.Rptr. 627
• Court: California Court of Appeals
• Parties: , 112 Lab.Cas. P 56,090 Richard S. ANDERSON, Jr., Plaintiff and Appellant, v. SAVIN CORPORATION, Etc., et al., Defendants and Respondents. Civ. B029674.

Page 627

254 Cal.Rptr. 627

206 Cal.App.3d 356, 112 Lab.Cas. P 56,090

Richard S. ANDERSON, Jr., Plaintiff and Appellant, v. SAVIN CORPORATION, Etc., et al., Defendants and Respondents.

Civ. B029674.

Court of Appeal, Second District, Division 3, California.

Nov. 9, 1988.

As Modified Dec. 1, 1988.

[206 Cal.App.3d 359] Larry J. Easterwood, Los Angeles, for plaintiff and appellant.

MacDonald, Halsted & Laybourne, Thomas S. Kidde', Terry B. Bates, Los Angeles, for defendants and respondents.

ARABIAN, Acting Presiding Justice.

INTRODUCTION

Plaintiff Richard S. Anderson, Jr., (Anderson) appeals from the granting of summary judgment in favor of defendants Savin Corporation and various Savin employees (collectively Savin). The trial court found that Anderson had failed to establish any triable issue of material fact as to various causes of action for wrongful discharge by Savin. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

Anderson was hired by Savin as a photocopier salesperson on May 19, 1978. In conjunction with his employment, he executed an employment letter describing his position and setting forth the provisions of his employment. (A complete copy of the complete employment letter is attached as Appendix I.) For purposes of this litigation, the crucial paragraph read as follows:

"This arrangement shall become effective for a period of one year, commencing as of the date hereof, and shall be deemed renewed for an additional and successive one year periods thereafter, unless terminated by either party in its discretion at any time on 5-days' notice to the other. This arrangement, which is to governed by New York law, may not be modified except by written approval of a Savin officer; may not be assigned by you, and together with the Restrictive Covenant attached, and the latest Savin Compensation Plan, and the rules and guidelines pertaining to the Compensation Plan, is the entire arrangement between the parties...."

Periodically thereafter, Anderson signed restrictive covenants, all of which stated in part that "[n]othing contained in this covenant shall confer on the undersigned any right to continue in the employment of Savin or to interfere in any way with the right of Savin to terminate the undersigned's employment at any time, with or without cause, without liability."

For approximately the next four years, Anderson successfully performed his duties for Savin. In August 1982, he expected to be promoted to a managerial position. Instead, he was terminated for making racially and sexually derogatory remarks to a Savin trainee. Several days later, Savin contacted Anderson by phone and letter indicating that his termination had not been finalized and he was to return, at least to cooperate in a further investigation of the trainee's complaint. Anderson refused to return since he had not been contacted by any Savin employee in his chain of command, and referred any future contact to his attorney. In December, Savin offered Anderson another sales position, which he rejected.

On April 22, 1983, Anderson filed suit against Savin and four Savin employees, setting forth seven causes of action: (1) wrongful termination; (2) conspiracy to wrongfully discharge; (3) breach of contract; (4) breach of covenant of good faith and fair dealing; (5) fraud; (6) conspiracy to intentionally inflict emotional distress; and (7) negligent infliction of emotional distress. Savin answered and, on March 12, 1987, moved for summary judgment.

Savin submitted evidence in support of several theories barring recovery. Generally, Savin contended (1) New York law was determinative of Anderson's employment rights and precluded a cause of action for wrongful termination or breach of covenant of good faith and fair dealing, (2) Anderson had insufficient longevity to maintain an action for wrongful discharge, (3) the written agreement establishing an at-will employment superseded any oral representation of conflicting terms, (4) any oral representations were barred by the statute of frauds, (5) Anderson was terminated for good cause, and (6) he could not maintain any action for conspiracy between the corporation and its employees.

Anderson responded with his own declaration and other evidence that (1) when hired he had been told that Savin would retain him except for good cause, (2) he had performed successfully during his four-year tenure with Savin, (3) other individuals wanted him terminated to allow someone else to be given his promotion, and (4) he never made the derogatory remarks attributed to him. Anderson included a copy of Savin's Retail Branch Operating Procedure manual.

Anderson also filed a motion to amend his complaint to delete the conspiracy allegations and reassert certain causes of action naming only individual Savin defendants. Savin objected, claiming prejudice due to untimeliness and lack of good cause.

At the hearing on the motion for summary judgment, the trial court granted Savin's evidentiary objections to Anderson's declaration and overruled Anderson's evidentiary objections to Savin's evidence. The court then granted summary judgment on all causes of action.

ISSUE PRESENTED

The principle issue is whether New York law determines Anderson's employment rights and precludes an at-will employee from maintaining a cause of action for wrongful discharge.

DISCUSSION

Recently, in Zimmerman v. Allstate Insurance Company (1986) 179 Cal.App.3d 840, 224 Cal.Rptr. 917, this court articulated the legal principles relevant to a choice of law question:

"Questions of choice of law are determined in California by the 'governmental interest analysis.' Under this approach, 'the forum in a conflicts situation "must search to find the proper law to apply based upon the interests of the litigants and the involved states." ' (Offshore Rental Co. v. Continental Oil Co. (1978) 22 Cal.3d 157, 161 [148 Cal.Rptr. 867, 583 P.2d 721], criticized on another ground in I.J. Weinrot & Son, Inc. v. Jackson (1985) 40 Cal.3d 327, 337 [220 Cal.Rptr. 103, 708 P.2d 682].)

"Under the governmental interest analysis ' "[w]hen one of two states related to a case has a legitimate interest in the application of its law and policy and the other has none, there is no real problem; clearly the law of the interested state should be applied." ' (Hurtado v. Superior Court (1974) 11 Cal.3d 574, 580 [114 Cal.Rptr. 106, 522 P.2d 666]; see Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at p. 163 [148 Cal.Rptr. 867, 583 P.2d 721].) We therefore examine the laws of the involved states, and the governmental policies underlying the laws, ' "preparatory to assessing whether either or both states have an interest in applying their policy to the case." [Citation.] Only if each of the states involved has a "legitimate but conflicting interest in applying its own law" will we be confronted with a "true" conflicts case.' (Offshore Rental Co. v. Continental Oil Co., supra, 22 Cal.3d at p. 163, [148 Cal.Rptr. 867, 583 P.2d 721], citing Bernhard v. Harrah's Club (1976) 16 Cal.3d 313, 319 [128 Cal.Rptr. 215, 546 P.2d 719]; see also Hernandez v. Burger (1980) 102 Cal.App.3d 795, 799 [162 Cal.Rptr. 564].)" (Id., at pp. 844-845, 224 Cal.Rptr. 917.)

Savin contended on summary judgment that the parties had an at-will employment agreement; and New York law, which governed its enforceability, precluded a cause of action for wrongful discharge, citing Murphy v. American Home Products Corp. (1983) 58 N.Y.2d 293, 461 N.Y.S.2d 232, 448 N.E.2d 86. Anderson countered that at the time of his hiring, Savin personnel verbally assured him of continued employment except for good cause; and its failure to abide by that promise entitled him to bring suit under California law since California has the more substantial interest in protecting employee rights.

On the facts of this case, however, we find no conflict between California and New York law governing the enforceability of an express at-will employment contract. Much of the difficulty in determining the relevant legal principles and their proper application results from a lack of attention to the distinctions and nuances of wrongful discharge law:

"The opinions in a number of decisions addressing liability for 'wrongful discharge' have evinced some ambivalence, if not confusion, as to the legal basis for recovery, often discussing in the same case theories of implied contract, violation of public policy and breach of the covenant of good faith and fair dealing. [Citation.] No doubt part of the confusion is attributable to the undifferentiated use of the term 'wrongful discharge.' That term is so broad it is inadequate to distinguish between the possible theories and has on occasion, we believe, been indiscriminately applied to situations involving only breach of contract, situations involving a discharge in violation of a fundamental public policy and situations involving breach of the implied covenant of good faith and fair dealing. It would be conducive to proper analysis if courts and lawyers used a different nomenclature to denominate these different situations in which liability is imposed after all on different legal theories. Appropriate nomenclature might be 'breach of employment contract' for true breach of contract cases, 'tortious discharge' for public policy cases and 'bad faith discharge' for the cases involving breach of the implied covenant of good faith and fair dealing." (Koehrer v. Superior Court (1986) 181 Cal.App.3d 1155, 1163, 226 Cal.Rptr. 820.)

This case involves a simple breach of employment contract. When he began working for Savin, Anderson signed a document setting forth the "terms and conditions" of his tenure there. This document expressly stated that it constituted "the entire arrangement between the parties" and could "not be modified except by written approval...." It further recited that Anderson was employed for a period of one year, renewable for additional one-year terms,...