Anselmo v. Manufacturers Life Ins. Co.

Citation595 F. Supp. 541
Decision Date19 September 1984
Docket NumberNo. 83-0449-CV-W-9.,83-0449-CV-W-9.
PartiesJerome James ANSELMO, Plaintiff, v. MANUFACTURERS LIFE INSURANCE COMPANY, Defendant.
CourtUnited States District Courts. 8th Circuit. Western District of Missouri



Hollis H. Hanover, Popham, Conway, Sweeny, Fremont & Bundschu, Kansas City, Mo., for plaintiff.

Edwin L. Noel, Jordan B. Cherrick, Francine C. Israel, Armstrong, Teasdale, Kramer & Vaughan, St. Louis, Mo., John A. Vering, III, Dietrich, Davis, Dicus, Rowlands & Schmitt, Kansas City, Mo., for defendant.


BARTLETT, District Judge.

Defendant, Manufacturers Life Insurance Company, has moved for summary judgment on all counts of plaintiff's complaint. Defendant asserts that it is entitled to summary judgment as a matter of law:

1) On plaintiff's breach of contract for wrongful discharge claim (Count I) because a) plaintiff was an employee-at-will; and b) plaintiff's asserted oral agreement for a definite term of employment violates Missouri's statute of frauds, Mo.Rev.Stat. § 432.010 (1978);

2) On plaintiff's prima facie tort claim (Count II) because no such cause of action exists for the termination of an employee-at-will contract and plaintiff has failed to plead all the essential elements of a prima facie tort;

3) On plaintiff's claim of fraudulent misrepresentation (Count III) because any promise by defendant to employ plaintiff for three years was not a representation of fact; and

4) On each of plaintiff's claims because plaintiff released defendant from any liability for the claims made in this lawsuit.

Rule 56(c), Federal Rules of Civil Procedure, provides that summary judgment shall be rendered if the "pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." In ruling on a motion for summary judgment, it is the Court's obligation to view the facts in the light most favorable to the plaintiff and to allow plaintiff the benefit of all reasonable inferences to be drawn from the evidence. Adickes v. S.H. Kress & Co., 398 U.S. 144, 157, 90 S.Ct. 1598, 1608, 26 L.Ed.2d 142 (1970); Inland Oil and Transport Co. v. United States, 600 F.2d 725, 727-28 (8th Cir.1979), cert. denied, 444 U.S. 991, 100 S.Ct. 522, 62 L.Ed.2d 420 (1979).

If there is no genuine issue about any material fact, summary judgment is proper because it avoids needless and costly litigation and promotes judicial efficiency. Roberts v. Browning, 610 F.2d 528, 531 (8th Cir.1979); United States v. Porter, 581 F.2d 698, 703 (8th Cir.1978). However, summary judgment is an extreme remedy which should not be granted unless defendant has established his right to judgment beyond controversy. Ozark Milling Co. v. Allied Mills, Inc., 480 F.2d 1014, 1015 (8th Cir.1973); Oskey Gasoline and Oil Co. v. Continental Oil Co., 534 F.2d 1281, 1285 n. 9 (8th Cir.1976).

Although defendant disputes plaintiff's version of the facts in the case, defendant bases its motion for summary judgment on the facts stated by plaintiff in his deposition. The Court adopts plaintiff's version of the facts for purposes of ruling on this motion.

Plaintiff (Anselmo) began employment discussions with defendant (Manufacturers Life) in the spring of 1980. After a series of conversations and interviews, plaintiff went to work for defendant on July 15, 1980.

Plaintiff received a letter dated August 18, 1980, from a representative of defendant which detailed the terms of plaintiff's compensation. Plaintiff received a second letter dated June 25, 1981, which addressed the same subject. Plaintiff received another letter dated January 12, 1982, which addressed his income package. Plaintiff contends that these three letters are the employment contract.

On June 28, 1982, Iain Scott, an employee of defendant, told plaintiff that his employment was ended. Scott told plaintiff not to return to defendant's office and gave him a letter of resignation to sign. The resignation letter provided, in part, that "all payments agreed to in this letter are in complete discharge of all obligations under your Branch Manager's appointment, except as may be accrued under the company's Pension Plan." Plaintiff was told that if he signed the resignation letter he would receive severance pay amounting to four months salary. If he did not sign the letter, plaintiff was told that he would receive no severance pay and that the company would not give him references for future employment. Anselmo contacted his attorney about the letter before he signed it on the following day. When he signed the letter, he understood it. The relevant provisions of the resignation letter provide:

In accordance with our discussions, this is to confirm that you will receive four months' compensation at your present guaranteed monthly rate beginning July 1, 1982, and ending October 31, 1982. You may elect to receive the compensation monthly, or in one lump sum. Please indicate your choice below.
All payments agreed to in this letter are in complete discharge of all obligations under your Branch Manager's appointment, except as may be accrued under the Company's Pension Plan.

Thereafter, plaintiff received from defendant a check in the amount of $13,933.33 which he cashed.

This Court's jurisdiction is based solely upon diversity of citizenship, 28 U.S.C. § 1332 (1983). In such cases, the appropriate choice of law is "the law of the state where the cause arose." Gabauer v. Woodcock, 520 F.2d 1084, 1094 (8th Cir. 1975). Plaintiff was employed in Missouri, any employment contract that existed was executed in Missouri, and plaintiff's employment was terminated in Missouri. Therefore, this Court will apply Missouri law in ruling the issues raised by defendant's motion.


Count I of plaintiff's petition alleges that defendant arbitrarily, unreasonably and without cause terminated Anselmo's employment with defendant.

"In the absence of a contract for employment for a definite term or a contrary statutory provision, an employer may discharge an employee at any time, without cause or reason, or for any reason and, in such cases no action can be obtained for wrongful discharge." Amaan v. City of Eureka, 615 S.W.2d 414, 415 (Mo. banc 1981), cert. denied, 454 U.S. 1084, 102 S.Ct. 642, 70 L.Ed.2d 619 (1981) quoting from Christy v. Petrus, 365 Mo. 1187, 1189, 295 S.W.2d 122, 124 (en banc 1956). Therefore, unless there was an employment contract which provided either a term of employment or that plaintiff could only be dismissed with cause or unless there was a statute providing similar rights, plaintiff's wrongful discharge claim must be dismissed for failure to state a cause of action. Cooper v. City of Creve Coeur, 556 S.W.2d 717, 720 (Mo.App.1977); Culver v. Kurn, 354 Mo. 1158, 193 S.W.2d 602, 603 (Mo.1946).

Plaintiff asserts that the employment agreement consisted of the letters from defendant to plaintiff which are dated August 18, 1980; June 25, 1981; and January 12, 1982, together with commercially reasonable implicit terms. For purposes of this motion, defendant agrees that these letters constitute the employment contract.1 Accordingly, for the purpose of ruling on the motion for summary judgment, it will be assumed, as plaintiff asserts, that the employment contract in effect when he was terminated was the three letters.

Employment Term

If the three letters are unambiguous the Court may construe them to determine whether, as a matter of law, they provided for a specific term of employment. Harber v. Ohio National Life Ins. Co., 512 F.2d 170 (8th Cir.1975); Commerce Trust Co. v. Howard, 429 S.W.2d 702 (Mo.1968). Whether a contract is ambiguous is a question of law for the Court. Slotkin v. Willmering, 464 F.2d 418, 422 (8th Cir. 1972). "A contract is ambiguous only when it is reasonably susceptible of different constructions. In determining whether or not there is such an ambiguity ... the whole instrument must be considered." J.E. Hathman, Inc. v. Sigma Alpha Epsilon Club, 491 S.W.2d 261, 264 (Mo. en banc 1973). Presumptively, the intent of the parties to a contract is expressed by the natural and ordinary meaning of the language. Even seeming contradictions must be harmonized away if that is reasonably possible. State Mutual Life Assur. Co. of Worchester v. Dischinger, 263 S.W.2d 394, 401 (Mo.1953).

Each of the three letters comprising the employment contract describes Anelsmo's "income package" or "compensation agreement." Each letter provides that Anselmo would receive a base or "guaranteed salary" plus a potential bonus. For instance, the relevant portion of the January 12, 1982, letter provides:

Pursuant to our telephone conversation of January 6, the following will form the basis of your 1982 and 1983 compensation agreement.
Effective January 1, 1982 you will be compensated at a level annual salary of $55,000. This level of compensation is effective through the end of 1982 and 1983. In addition to the guaranteed salary in both years, you will be eligible for a potential bonus. In 1982, the potential bonus would be equal to $10,000 and in 1983, the potential bonus would be equal to $20,000. The respective maximum salary in each year would be $65,000 in 1982 and $75,000 in 1983. At the end of the 1983 year, you will effectively be on the full contract.
. . . . .
The following visualizes your 1982 and 1983 income arrangements:
                1982              Guaranteed Salary         $55,000
                                  Potential Bonus            10,000
                1983              Guaranteed Salary         $55,000
                                  Potential Bonus            20,000

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