Charles R. Wing v. Anchor Media, Ltd., of Texas

• Decision Date: 27 March 1990
• Docket Number: 90-LW-2340,89AP-845
• Parties: Charles R. WING, Plaintiff-Appellant, v. ANCHOR MEDIA, LTD., of Texas et al., Defendants-Appellees.
• Court: Ohio Court of Appeals

Charles R. WING, Plaintiff-Appellant, v. ANCHOR MEDIA, LTD., of Texas et al Defendants-Appellees.

No. 89AP-845. Judgment affirmed, 59 Ohio St. 3d 108 (1991).

90-LW-2340 (10th)

Court of Appeals of Ohio, Tenth District Franklin.

March 27, 1990

Appeal from the Franklin County Court of Common Pleas.

John S Zonak; and Michael H. Gertner, for appellant.

Squire Sanders & Dempsey, Thomas E. Palmer and William A. Klatt, for appellees.

OPINION

BROGAN Judge, Sitting by Assignment.

Appellant, Charles R. Wing, appeals from the entry of summary judgment by the trial court in favor of appellees, Anchor Media Corporation et al., upon the complaint of the appellant that he was wrongfully terminated from his employment with appellees.

In his complaint, Wing asserted that, prior to his employment with appellees, he was employed by Taft Broadcasting Company as Vice-President and General Manager of its Columbus affiliate WTVN-TV (now called "WSYX"). Wing asserted that, during the period from June 1987 to April 1988, appellees, by their actions, course of conduct and statements, promised and agreed to employ appellant in the same capacity and terms as he was employed by Taft and not to terminate him without notice or cause. Wing asserted that, on April 18, 1988, appellees breached their employment agreement with him by terminating him without notice or cause.

In separate causes of action, Wing asserted contractual claims based on implied contract and promissory estoppel. He also asserted that appellees fraudulently represented that appellant would not be terminated without just cause when appellees knew these representations were false.

After appellees answered the complaint raising numerous defenses and discovery was completed, appellees moved for and obtained a summary judgment. The trial court found there were no genuine issues of material fact in dispute and that appellees were entitled to judgment as a matter of law. The court found that Wing had signed documents with Taft and its successors (appellees) which clearly established that an at will relationship existed between the parties. The trial court further found that any promises by appellees regarding Wing's future opportunity to purchase stock in Anchor Media would not, standing alone, abrogate the at will nature of the employment relationship with Anchor Media and would not "have been relied upon as an element of an implied contract of employment." The court also found that the fact that appellees never received an opportunity to purchase stock in Anchor Media was not evidence of fraud on the part of appellees.

Wing acknowledged in his deposition that, when he was employed at Taft Broadcasting and later employed by Anchor Media, he signed documents that contained statements that he was an employee at will and could be terminated with or without notice or cause. Wing stated he did not believe that these written documents or understandings between him and his employer really applied to him because he believed he was working under a different set of rules than most of the employees there. (Dep. 46.)

In support of their motion for summary judgment, appellees presented the affidavit of Alan Henry, the CEO of Anchor Media Corporation. In his affidavit, Henry stated that Wing's employment with Anchor was for an unspecified duration and was by express agreement an employment at will relationship. The affidavit refers to Exhibit A, a copy of Anchor's Employee Statement of Confirmation Form signed by Wing:

"This is to certify that I have received a copy of the Anchor Media Ltd. Personnel Policy and Procedures Handbook and that I have read it carefully. I understand all of its rules and policies and agree to aide [sic] by them. I understand and agree that any provision of this Policy Handbook and any benefit package may be amended or revised at any time by the company without prior notice. The Employee recognizes and acknowledges that the confidential and proprietary information of Employer is a valuable, special and unique asset of Employer's business. The Employee will not, during or after the term of his/her employment, disclose such information or any part thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. I also understand and agree that my employment is terminable at will, so that both the Company and I remain free to choose to end our work relationship at any time, subject to any contractual agreement the Company and I have entered into. I further understand and agree that nothing in this Policy Booklet in any way, creates an express or implied contract of employment between the company and me." (Emphasis added.)

Henry also attached to his affidavit a copy of Anchor's personnel handbook as evidence of the parties' express agreement concerning their employment relationship. (See Exhibit B.) The handbook provided:

"Employees may be terminated with or without notice for certain actions or failures. These include, but not limited to, insubordination, failure to follow Station policy, alcoholism, drug abuse, unreported absences, neglect of duty, unsatisfactory job performance and problems with/or without violation of laws of a criminal nature. In addition, employees may be terminated with or without notice for the convenience of the Station." (Emphasis added.)

There was also evidence that Wing acknowledged that his relationship with Anchor's predecessor, Taft Broadcasting, was that of an at will employee. (Exhibit C.)

Wing testified that Alan Henry informed him, at the time of the "takeover" of the station by Anchor, that he was very satisfied with Wing's performance. (Dep. 33.) He stated that Henry informed him in October 1987, that Wing would be able to invest in Anchor Media stock when the official financing was available. (Dep. 42.) Wing admitted that he never had any conversations with Henry where the specific terms of his employment were discussed except his compensation package. (Dep. 40.) Wing was asked why he believed that he could not be terminated without prior notice or cause. Wing responded that if Anchor wanted to terminate him, they would have done so at the time of his employment. (Dep. 44.) Wing admitted he signed Exhibits A and B on or about October 7, 1987, but that he considered himself under a new contract as of January 1, 1988, when his salary and other benefits changed. (Dep. 61, 64.)

Wing testified that he did not seek employment elsewhere after WTVN was purchased by Anchor Media because Anchor represented to him that he would continue to be employed by Anchor. (Dep. 72.)

In his sole assignment of error, appellant contends that the trial court erred in granting summary judgment to the...