Benoir v. Ethan Allen, Inc.

• Decision Date: 18 July 1986
• Docket Number: No. 84-271,84-271
• Citation: 147 Vt. 268,514 A.2d 716
• Parties: Jack E. BENOIR v. ETHAN ALLEN, INC.
• Court: Vermont Supreme Court

Page 716

514 A.2d 716

147 Vt. 268

Jack E. BENOIR v. ETHAN ALLEN, INC.

No. 84-271.

Supreme Court of Vermont.

July 18, 1986.

Gary D. McQuesten and Brian J. Grearson of Valsangiacomo, Detora & McQuesten, Barre, for plaintiff-appellee.

Michael F. Hanley and Robert P. Gerety, Jr., of Plante, Richards, Terino & Hanley, P.C., White River Junction, for defendant-appellant.

Before ALLEN, C.J., and HILL, PECK, GIBSON and HAYES, JJ.

HILL, Justice.

This case concerns an employment contract dispute. Trial was by jury, a verdict being rendered in favor of plaintiff in the amount of $29,317.59. The superior court denied defendant's motion for judgment notwithstanding the verdict or, in the alternative, a new trial. Defendant appeals. We affirm.

The plaintiff, Jack Benoir, worked at defendant's Randolph woodworking plant in Randolph, Vermont for fourteen years prior to the incident underlying this dispute. On February 10, 1982, while working at his stock saw station, plaintiff kicked a board off the conveyor belt. According to defendant, the board struck one of plaintiff's fellow workers, causing him to lose his balance. Defendant investigated the incident and concluded that plaintiff had engaged "in horseplay that endangered the life or limb of another employee" in violation of company rules and regulations contained in the employee's handbook. On February 22, 1982, defendant discharged plaintiff from its employ.

The jury found that plaintiff was discharged in violation of the terms and conditions of his employment contract with defendant providing for "permanent" employment upon completion of a three-month probationary period. Defendant argues on appeal that plaintiff was an employee at will who could be discharged at any time and for any reason. The company further contends that the trial court erroneously charged the jury on this issue, and that plaintiff failed to introduce competent evidence on the issue of damages.

"It is the law in this jurisdiction that 'an employment contract for an indefinite term is an "at will" agreement, terminable at any time, for any reason or for none at all.' " Larose v. Agway, Inc., 147 Vt. 1, 3, 508 A.2d 1364, 1365-66 (1986) (quoting Sherman v. Rutland Hospital, Inc., 146 Vt. 204, 207, 500 A.2d 230, 232 (1985)). However, while the term "permanent," when used in an employment contract with reference to a term of employment, normally means nothing more than indefinite employment, see, e.g., Russell & Axon v. Handshoe, 176 So.2d 909, 915 (Fla.Dist.Ct.App.1965), a contract for "permanent" employment will not be considered terminable at will "if the employer has, by express language or clear implication, foreclosed his right to terminate except for cause." Drzewiecki v. H & R Block, Inc., 24 Cal.App.3d 695, 703, 101 Cal.Rptr. 169, 174 (1972); see also Handshoe, supra, 176 So.2d at 915 (citing Annot., 35 A.L.R. 1432 (1925)).

"In determining whether there exists an implied-in-fact promise for some form of continued employment courts have considered a variety of factors ... includ[ing] the personnel policies or practices of the employer...." Pugh v. See's Candies, Inc., 116 Cal.App.3d 311, 327, 171 Cal.Rptr. 917, 925 (1981); see, e.g., Greene v. Howard University, 412 F.2d 1128, 1133-35 (D.C.Cir.1969); Cleary v. American Airlines, Inc., 111 Cal.App.3d 443, 451-53, 168 Cal.Rptr. 722, 727-28 (1980); Pine River State Bank v. Mettille, 333 N.W.2d 622, 629-30 (Minn.1983). Defendant's policies and practices regarding termination were set out in an employee handbook. ¹ The jury found that this handbook constituted a part of a binding and enforceable contract between the parties. ² Although management reserved "the right to vary work schedules as needed," the court concluded that the "Rules of the Game" ³ provision in the employee handbook definitively foreclosed defendant's right to terminate employees in the absence of cause, and instructed the jury accordingly.

Defendant contends that, even if the handbook could be construed as foreclosing the company's right to terminate except for cause, the contract was ambiguous and therefore for the jury to construe. See Rich v. Chadwick, 139 Vt. 508, 510, 430 A.2d 1280, 1282 (1981) ("When the contract is ambiguous, the function of the jury is invoked to determine its meaning as an issue of fact.").

Unlike the contract in Rich, we do not believe that the essential term of the contract at issue here was in any way ambiguous. The termination provisions contained in the employee handbook set up a three-step disciplinary procedure for violation of listed rules: warning, suspension and discharge. The list was admittedly not all-inclusive; however, defendant's plant manager conceded that management referred to the handbook whenever an issue arose concerning the possible discharge of a company employee. Although defendant reserved the right to bypass steps in the disciplinary process for repeated violations, the "Rules of the Game" contract provision cannot be construed as being consistent with an at-will employment relationship. In short, the handbook, by clear implication, foreclosed defendant's right to terminate without cause.

Where "the essential terms of a contract are expressly stated in clear and definite terms, the interpretation of the writing is for the court." William Feinstein Brothers, Inc. v. L.Z. Hotte Granite Co., 123 Vt. 167, 170, 184 A.2d 540, 542 (1962). In the case at bar, the trial court concluded that the handbook precluded defendant from arbitrarily terminating plaintiff's employ, and properly instructed the jury to proceed to the issue of cause if it found that defendant was contractually bound by the provisions contained therein. ⁴

We also reject defendant's claim that the contract fails for indefiniteness. Although the employee handbook does not contain an express wage agreement, defendant does not dispute the fact that it paid plaintiff set wages, including periodic raises, over a fourteen-year period. Nor does defendant dispute the fact that plaintiff was receiving $4.78 per hour at the time of termination. This course of conduct, in...