DiBonaventura v. Consolidated Rail Corp.

• Court: Pennsylvania Superior Court
• Writing for the Court: Before CIRILLO; CIRILLO
• Citation: DiBonaventura v. Consolidated Rail Corp., 539 A.2d 865, 372 Pa.Super. 420 (Pa. Super. Ct. 1988)
• Decision Date: 31 March 1988
• Parties: , 108 Lab.Cas. P 55,873 Frank DiBONAVENTURA, Appellant, v. CONSOLIDATED RAIL CORPORATION.

Page 865

539 A.2d 865

372 Pa.Super. 420, 108 Lab.Cas. P 55,873

Frank DiBONAVENTURA, Appellant, v. CONSOLIDATED RAIL CORPORATION.

Superior Court of Pennsylvania.

Submitted Feb. 9, 1988.

Filed March 31, 1988.

Dennis J. Muir, Media, for appellant.

John R. Jenchura, Philadelphia, for appellee.

Before CIRILLO, President Judge, and TAMILIA and HESTER, JJ.

CIRILLO, President Judge:

This is an appeal from an order of the Court of Common Pleas of Delaware County granting Consolidated Rail Corporation's (Conrail) motion for summary judgment. We affirm.

Frank DiBonaventura was an employee of Conrail from its inception in 1976 until he was terminated by the company on May 25, 1982. DiBonaventura had begun his employment in the railroad industry in 1946 working as a clerk for the Pennsylvania Railroad Company. Upon the merger of that company with New York Central, DiBonaventura continued as an employee of the Penn Central Transportation Company. Conrail acquired Penn Central's assets in 1976, and appellant continued as an employee there for the next six years. At the time of his discharge, he was employed as the assistant manager of a Conrail real estate office in King of Prussia, Pennsylvania.

In his complaint, DiBonaventura alleged that Conrail discharged him because he refused to agree to certain real estate sales in Washington, D.C., which involved selling property there for less than the highest bid made. Conrail contends that DiBonaventura was discharged for allowing H.J. Heintz, a representative of H.G. Heintz, Inc., a past buyer of Conrail property, to pay for repair work done to his house, and that such actions were grossly improper and violated the company's conflict of interest policies. DiBonaventura maintains that the contractor he used was recommended to him by Heintz but that he had no knowledge that Heintz had agreed to pay the contractor.

DiBonaventura brought suit against Conrail in federal court, alleging that he had entered into an implied contract of employment with Conrail, and had been wrongfully discharged. That action was dismissed without prejudice by the Honorable Edward N. Cahn for lack of subject-matter jurisdiction, and transferred to the Delaware County Court of Common Pleas. Conrail filed a motion for summary judgment; the court deferred disposition of that motion upon DiBonaventura's request for discovery. After discovery, DiBonaventura amended his complaint to include allegations concerning a written document entitled, "Management Performance Appraisal Agreement," and an accompanying manual. DiBonaventura argued to the trial court in a memorandum of law that these documents represented a contract of employment between himself and Conrail. On March 18, 1987, the Honorable Clement J. McGovern granted Conrail's motion for summary judgment. DiBonaventura filed a petition for reconsideration which the court denied. He then appealed to this court.

DiBonaventura raises four arguments on appeal, all of which center around the question of whether or not an implied contract of employment existed between himself and Conrail. He argues firstly that the trial court failed to properly apply the standard of review in its grant of summary judgment. He then argues that the Management Performance Appraisal Agreement was an implied contract which would have removed him from the at-will presumption. Thirdly, he contends that contract terms of duration and just cause may be implied from the evidence presented. Lastly, he claims that a covenant of good faith and fair dealing may also be implied from the record and the evidence. After reviewing the pleadings, we find that no genuine issue of material fact exists, and that Conrail is entitled to the judgment in its favor as a matter of law.

In reviewing a motion for summary judgment, the appellate court must review the record in the light most favorable to the nonmoving party. Any doubt must be resolved against the moving party; Garcia v. Community Legal Services Corp., 362 Pa.Super. 484, 494, 524 A.2d 980, 985 (1987). Summary judgment may be granted if the pleadings, depositions, answers to interrogatories, and admissions on file show that there is no genuine issue of material fact and that the moving party is entitled to judgment as a matter of law. Summary judgment may be entered only in a case that is clear and free from doubt. Rossi v. Pennsylvania State Univ., 340 Pa.Super. 39, 45, 489 A.2d 828, 831 (1985).

In this Commonwealth, we have long recognized that an employer has the right to discharge an employee who has no definite contract of employment at any time and for any reason. Geary v. United States Steel Corp., 456 Pa. 171, 319 A.2d 174 (1974); Henry v. Pittsburgh & L.E.R.R., 139 Pa. 289, 21 A. 157 (1891). We have recognized, however, that certain limited exceptions to the at-will doctrine exist. An employee handbook that explicitly indicates that discharge will be for just cause only may create an implied contract of employment. See, e.g., Greene v. Oliver Realty Co., 363 Pa.Super. 534, 526 A.2d 1192 (1987); Banas v. Matthews International Corp., 348 Pa.Super. 464, 502 A.2d 637 (1985); Richardson v. Cole Memorial Hosp., 320 Pa.Super. 106, 466 A.2d 1084 (1983). This, of course, would remove the employee from at-will status. Evidence of additional consideration given the employer by the employee also removes the case from the at-will doctrine. See Veno v. Meredith, 357 Pa.Super. 85, 515 A.2d 571 (1986). We have also recognized a very limited public policy exception in this Commonwealth where the employee's discharge would violate a discrete public policy. See Hunter v. Port Auth., 277 Pa.Super. 4, 419 A.2d 631 (1980); Reuther v. Fowler & Williams, Inc., 255 Pa.Super. 28, 386 A.2d 119 (1978). Courts of some states have implied just cause requirements in all terminations, see Comment, The Role of Federal Courts in Changing State Law : The Employment At-Will Doctrine in Pennsylvania, 133 U.Pa.L.Rev. 227 (1984), Pennsylvania is not among these.

DiBonaventura argues that an implied contract existed between himself and his employer. In support of this contention, he points to the Management Performance Appraisal Agreement, the manual used to utilize that Agreement, and a policy and procedure manual developed by Conrail. The at-will employment presumption will be overcome only if the employee can show with clarity and specificity that the parties contracted for a definite period. Greene, 363 Pa.Super. at 555, 526 A.2d at 1202. In order for an employee to carry his burden of proving that the at-will employment contract has been modified into employment for a specified term, he must show from the circumstances surrounding the undertaking of employment that the parties did not intend the employment to be at-will. Veno, 357 Pa.Super. at 96-97, 515 A.2d at 577; Darlington v. General Elec. Corp., 350 Pa.Super. 183, 193, 504 A.2d 306, 311 (1986). The burden of proof here is very great: "[M]odification of an 'at-will' relationship to one that can never be severed without 'just cause' is such a substantial modification that a very clear statement of an intention to so modify is required." Veno, 357 Pa.Super. at 99, 515 A.2d at 578. The courts will not unheedingly infer such an intention. Id. Darlington 350 Pa.Super. at 197, 504 A.2d at 313. Generally, the question of intent of the parties is a question for the jury. If, however, the resolution of the issue is so clear that reasonable minds would not differ on its outcome, the court may decide. Greene, 363 Pa.Super. at 556, 526 A.2d at 1202. In cases involving implied contracts of employment, the litigant will be able to reach the jury only if he can clearly show that he and the employer intended to form a contract. Id. at 551, 526 A.2d at 1200.

We have stated that sufficient additional consideration is one factor which could imply an intention to change the at-will relationship. Greene, 363 Pa.Super. at 555, 526 A.2d at 1202. The argument also has been made that employee handbooks and policy manuals may evidence such an intent. See Banas, supra; Richardson, supra. That is what DiBonaventura's arguments in this case amount to. The recent cases in which we have discussed this topic are worth examining before we consider the evidence that he has placed before us.

At one point, the unilateral nature of the handbook and policy played an important role in our decisions. In Richardson v. Cole Memorial Hospital, an employee handbook stated that it was the policy of the employer to provide employment to an employee as long as his work proved satisfactory. Richardson, 320 Pa.Super. at 108, 466 A.2d at 1085. We held there that no meeting of the minds had occurred between employer and employee since the handbook and policies had been implemented unilaterally. Id. Since then, we have come to realize that this approach to the issue leads to no resolution. In Greene, we noted that "[m]utuality of obligation is a thoroughly discredited notion. As previously discussed, it is inapplicable to unilateral contracts. Any rule which purportedly derives its legitimacy from this principle is a rule deserving of rapid interment." Greene, 363 Pa.Super. at 552, 526 A.2d at 1200.

In Martin v. Capitol Cities Media, Inc., 354 Pa.Super. 199, 511 A.2d 830 (1986), we quoted Richardson with approval, but stated that it was unnecessary to analyze the existence of consideration for the handbook, preferring rather to discuss whether or not a reasonable employee in the position of the appellant would understand the employer to be reasonably bound by its representations in the handbook. Martin, 354 Pa.Super. at 212, 511 A.2d at 838; see also Reilly v. Stroehmann Bros., 367 Pa.Super. 411, 420, 532 A.2d 1212, 1217 (1987) (Cirillo, P.J., concurring). Because the issue of whether or not handbooks are bargained for appears to us to be one based upon the mutuality of obligation, and therefore ripe for interment, we see no need to...