Boothby v. Texon, Inc.

• Decision Date: 04 March 1993
• Citation: 608 N.E.2d 1028,414 Mass. 468
• Parties: , 8 IER Cases 674 Colin E. BOOTHBY v. TEXON, INC., & others. 1
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 1028

608 N.E.2d 1028

414 Mass. 468, 8 IER Cases 674

Colin E. BOOTHBY v. TEXON, INC., & others. ¹

Supreme Judicial Court of Massachusetts Hampden.

Argued Nov. 3, 1992.

Decided March 4, 1993.

Mark S. Dichter, Philadelphia, PA (Joseph W. Ambash, Boston, with him), for Texon, Inc.

Charles V. Ryan, Springfield (Joan C. Steiger with him), for plaintiff.

Before LIACOS, C.J., and WILKINS, ABRAMS, NOLAN and LYNCH, JJ.

ABRAMS, Justice.

The parties have now been through two trials of the same issues. ² After the first verdict in favor of the plaintiff, Colin E. Boothby, the judge allowed the motion of Texon, Inc. (Texon), for a new trial, determining that the verdict was against the weight of the evidence. At the second trial with a different judge, the jury again awarded Boothby significant damages. Each party has appealed. ³ Texon challenges, under various theories, the denials in both trials of motions for judgment notwithstanding the verdict and for a third trial. Boothby appeals the judge's allowance, in the first trial, of Texon's motion for a directed verdict on his count for promissory estoppel and of A. Peter Clackson's motion for a directed verdict on Boothby's allegation of intentional interference with an advantageous relationship. Boothby also claims that the judge in the second trial erred in denying his motion to amend his order to allow for the addition of interest on the judgment. We granted Texon's application for direct appellate review. We affirm.

Texon appeals from the denials of motions for judgment notwithstanding the verdict and for new trials. The standard for reviewing the denial of a motion for judgment notwithstanding the verdict is "whether 'anywhere in the evidence, from whatever source derived, any combination of circumstances could be found from which a reasonable inference could be drawn in favor of the plaintiff.' Poirier v. Plymouth, 374 Mass. 206, 212, 372 N.E.2d 212 (1978), quoting Raunela v. Hertz Corp., 361 Mass. 341, 343, 280 N.E.2d 179 (1972)." Dobos v. Driscoll, 404 Mass. 634, 656, 537 N.E.2d 558, cert. denied sub nom. Kehoe v. Dobos, 493 U.S. 850, 110 S.Ct. 149, 107 L.Ed.2d 107 (1989). We therefore summarize the evidence in the light most favorable to the plaintiff.

Colin Boothby, a British citizen, worked for Bata Corporation for thirty years, beginning when he was sixteen years old. Bata was the biggest shoe company in the world. Boothby worked his way up, eventually serving on the personal staff of the owner and chief executive from 1972 until 1978. In 1978, Boothby became the general manager for Bata's operation in Thailand where he was in charge of three factories, one hundred retail stores, twelve distribution depots, and almost three thousand employees.

Texon, headquartered in South Hadley, Massachusetts, manufactured and sold insoles for shoes. Bata was one of its biggest customers, purchasing over two million dollars worth of insoles each year. From 1972 until 1978, Boothby and Lee Asseo, the president of Texon, handled the transactions between the two companies. In the first trial, Boothby testified that he considered Asseo to be "a man of high integrity and honesty." For Boothby, Asseo's "word was his bond."

Because Texon perceived a gap in its senior management, it was interested in recruiting Boothby. Texon had tried to lure Boothby away from Bata in 1976 and again in 1980. In both trials, Asseo said that he discussed the possibility of hiring Boothby with Texon's board of directors at every board meeting from March, 1980, through August, 1981. Dudley Schoales, the chairman of the board, agreed that there were discussions at the board level about hiring Boothby. When asked if the board had authorized Asseo to meet with Boothby, Schoales said, "We sure pressed him to do it." When asked what authority the board gave Asseo, Schoales stated, "I said anything that you can do to get him we ought to do."

Asseo met with Boothby in Bangkok, Thailand, in late January, 1981. Boothby communicated his concerns about leaving Bata to Asseo, noting that the promotional expectations he had made him very happy at Bata. Boothby "wasn't prepared to make any move out of Bata or to even consider making any move out of Bata unless something was going to be attractive, something was going to be a challenge to [him], something was going to be permanent." Boothby said that he informed Asseo that he had "almost one hundred percent job security with Bata due to [his] record, thirty years' service, [his] present position and the need" for senior managers like him. In a follow-up letter, Asseo noted that Texon would be "giving [Boothby] an essentially permanent opportunity to spend the rest of your professional career in the so-called totally civilized side of the world." In response, Boothby sent a return letter, listing the job security he had at Bata as one of his reasons for being wary of leaving. Both Schoales and Asseo stated that they understood that job security was a priority issue for Boothby and that salary alone would not convince Boothby to join Texon. Boothby stated that he wanted all points to be clarified before he actually accepted any position so there would be no problems later.

Boothby and Asseo met again in South Hadley in July, 1981. Asseo told Boothby that Texon would be merging with Emhart Corporation (Emhart). Boothby testified that he informed Asseo that he was not going to make a move to Texon unless he had "absolute security." He also told Asseo that this point was non-negotiable. Asseo assured him that, should he accept the position, Boothby would spend the rest of his working career at Texon.

As part of the merger, Texon was required to inform Emhart of any employees whose compensation was over $75,000. Boothby's name was not included, on the advice of an attorney, because he had not yet begun work. The attorney suggested that it would be appropriate for Asseo to call the accepted offer of employment to Emhart's attention. Asseo did discuss the accepted offer with Steven R. Ruffi who was the executive vice president of Emhart and who agreed that Boothby's name did not belong on the schedule.

The merger went through and, effective September 4, 1981, the resultant corporation was known as Texon, Inc. Boothby began working at Texon on October 13, 1981. In February, 1983, there was a reorganization in which Asseo became the president of the Footwear Materials Group (FMG). The rest of the footwear concerns were encompassed in the Footwear Industries Group (FIG), headed by Thomas Bleasdale. Boothby's title was vice president/North American operations in FMG.

On August 31, 1983, Asseo resigned as president of FMG and from Texon. Asseo testified that he had worked with Boothby from October, 1981, through August, 1983, and, at the time he left, knew of no valid reasons for firing Boothby. He also had not noted any inadequacies in Boothby's performance. Texon had granted Boothby a series of merit raises.

Asseo said that he had conversations with Ruffi and Bleasdale concerning the naming of his successor. Asseo explained that he had offered the names of George Oks, vice president in charge of European operations, Boothby, and an individual from outside Texon. Bleasdale suggested A. Peter Clackson and William Scanlon, the president of the Shoe Machinery Group. Asseo did not think that the candidates Bleasdale suggested were as appropriate as his own recommendations. Clackson was chosen as Asseo's replacement.

Boothby testified that Mario del Greco, an employee of twenty-five years, was promoted to regional marketing director for the Americas region. On July 10, 1984, Boothby presented del Greco's job description to Clackson. Clackson declared that del Greco's job was a "nothing job" and instructed Boothby to fire him. Boothby declared that this was not proper. They discussed the matter further. Clackson testified that he suggested Boothby demote del Greco to a job below the one from which he had been promoted. Boothby did not want to do this either. In the deposition Clackson said that he then ordered Boothby to fire del Greco. Boothby refused to do so, suggesting that Clackson should do it himself if he felt so strongly about it. Del Greco was not fired. In his deposition, in response to a question, Clackson said: "If I have a manager who reports to me who won't do what he is told, it isn't up to me to do what he should have done, it is up to me to rectify that situation." On August 16, 1984, Clackson called Boothby into his office to notify him that Clackson was reorganizing FMG and that Boothby's job was being eliminated. He was told to leave the next day.

Asseo stated that Texon's informal policy was to terminate employees only for cause and that, before terminating them from the organization, Texon would make efforts to place the employees elsewhere in the company. Emhart had a similar policy. The deposition testimony of Royal Cowles, the vice president for human resources of Emhart Corporation, indicated that he and Clackson did not discuss the possibility of placing Boothby elsewhere in the organization. Cowles did, however, confirm that Boothby's termination was not a discharge. Cowles explained that Boothby's termination was not for cause, because, in that case, Boothby would not have been eligible for the six months' severance pay he received.

Asseo said that, during his tenure, no manager had ever been fired for failing to achieve the projection of profits indicated in a submitted budget. He also noted that all layers of management would tinker with the budgets, making modifications.

The plaintiff sued the corporation and three of the officers on various theories. During the proceedings, the plaintiff waived his allegation of breach of implied contract. The judge dismissed the plaintiff's allegation of promissory estoppel, granted Bleasdale's motion for summary judgment of the count of intentional interference with an...