Dillon v. Champion Jogbra, Inc.

• Decision Date: 27 December 2002
• Docket Number: No. 00-560.,00-560.
• Court: Vermont Supreme Court
• Parties: Linda DILLON v. CHAMPION JOGBRA, INC.

819 A.2d 703

Linda DILLON v. CHAMPION JOGBRA, INC.

No. 00-560.

Supreme Court of Vermont.

December 27, 2002.

Pietro J. Lynn, Heather E. Thomas and Jennifer G. Mihalich of Lynn & Associates, P.C., Burlington, for Plaintiff-Appellant.

Donald J. Rendall, Jr. and Eric E. Hudson of Sheehey Furlong Rendall & Behm P.C., Burlington, for Defendant-Appellee.

Present: AMESTOY, C.J., DOOLEY, MORSE, JOHNSON and SKOGLUND, JJ.

MORSE, J.

¶ 1. Plaintiff Linda Dillon appeals an order of the superior court granting summary judgment to defendant Champion Jogbra, Inc. in her action for wrongful termination. Dillon contends that the trial court erroneously concluded as a matter of law that Dillon's at-will employment status had not been modified by Jogbra's employment manual and employment practices, and that the undisputed material facts failed to give rise to a claim for promissory estoppel supporting a claim for wrongful discharge. We affirm with respect to Dillon's claim for promissory estoppel, but reverse and remand on her breach of contract claim.

¶ 2. On appeal from an order of summary judgment, we apply the same standard as the trial court. White v. Quechee Lakes Landowners' Ass'n, 170 Vt. 25, 28, 742 A.2d 734, 736 (1999). "[I]f 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 a judgment as a matter of law," then summary judgment is proper. V.R.C.P. 56(c)(3). When determining whether genuine issues of material fact exist for trial, we resolve all doubts in favor of the nonmoving party. O'Donnell v. Bank of Vt., 166 Vt. 221, 224, 692 A.2d 1212, 1214 (1997). The nonmoving party, however, "may not rest upon the mere allegations or denials in its pleadings, 'but ... must set forth specific facts showing that there is a genuine issue for trial.'" White, 170 Vt. at 28, 742 A.2d at 736 (quoting V.R.C.P. 56(e)). A dispute with regard to the legal significance of a fact or facts, as opposed to the facts themselves, will not preclude summary judgment. Tooley v. Robinson Springs Corp., 163 Vt. 627, 629, 660 A.2d 293, 295-96 (1995) (mem.), cited in Beecher v. Stratton Corp., 170 Vt. 137, 144, 743 A.2d 1093, 1099 (1999).

¶ 3. Our review of the record provided by the parties to the trial court, giving the benefit of all doubts and inferences to Dillon, establishes the facts: Jogbra has an employee manual that it distributes to all employees at the time of their employment. The first page of the manual states the following in capitalized print:

The policies and procedures contained in this manual constitute guidelines only. They do not constitute part of an employment contract, nor are they intended to make any commitment to any employee concerning how individual employment action can, should, or will be handled.

Champion Jogbra offers no employment contracts nor does it guarantee any minimum length of employment. Champion Jogbra reserves the right to terminate any employee at any time "at will," with or without cause.

¶ 4. During the period from 1996 to 1997, however, Jogbra developed what it termed a "Corrective Action Procedure." This procedure established a progressive discipline system for employees and different categories of disciplinary infractions. It states that it applies to all employees and will be carried out in "a fair and consistent manner." Much of the language in the section is mandatory in tone.

¶ 5. Linda Dillon began working for Jogbra part-time in January 1997. She was hired on as a full-time employee in August 1997 in the position of "charge-back analyst." In the summer of 1998, the position of "sales administrator" was going to become vacant. Dillon was approached by Jogbra management about applying for the position, which started on July 31. She eventually decided to apply and interviewed for the position. In the course of interviewing for the position, Dillon recalls that she was told that she would receive "extensive training." More specifically, she was told by the human resources manager that she would overlap with her predecessor who would train her during those days. Originally, her predecessor was scheduled to leave August 15. In the course of Dillon's interview with the vice president of sales, who would be her immediate supervisor, he informed her that her predecessor was actually leaving earlier and would be available for only two days of training before Dillon started the job. He reassured her, though, that the predecessor would be brought back sometime thereafter for more training. Dillon also recalls that he told her that "it will take you four to six months to feel comfortable with [the] position," and not to be concerned about it. Dillon was offered and accepted the position. She spent most of her predecessor's remaining two days with her. Her predecessor then returned in early September for an additional two days of training. Dillon stated that she felt that, after the supplemental training, she had received sufficient training for the job.

¶ 6. On September 29, Dillon was called into her supervisor's office. The human resources manager was also present. They informed Dillon that things were not working out and that she was going to be reassigned to a temporary position, at the same pay and benefit level, that ended in December. She was told that she should apply for other jobs within the company, but if nothing suitable became available, she would be terminated at the end of December. According to Dillon, her supervisor stated that he had concluded within ten days of her starting that "it wasn't going to work out." Prior to the meeting, Dillon was never told her job was in jeopardy, nor did Jogbra follow the procedures laid out in its employee manual when terminating her.

¶ 7. Dillon applied for one job that became available in the ensuing months, but was not selected for it. She left Jogbra in December when her temporary position terminated. Dillon then brought suit against Jogbra for wrongful termination. She asserted claims for breach of contract and promissory estoppel. Jogbra filed a motion for summary judgment, which the trial court granted. She now appeals to this Court.

I.

¶ 8. Dillon contends that the trial court erroneously determined, as a matter of law, that Jogbra had not unilaterally altered her at-will employment status by means of its employment manual and practices. Dillon contends that this matter should have been left for a jury to determine.

¶ 9. In approaching this issue, we are mindful at the outset that at-will employment relationships have fallen into disfavor. See C. Estlund, Wrongful Discharge Protections in an At-Will World, 74 Tex. L.Rev. 1655, 1655-56 (1996) (noting the numerous exceptions that have evolved in second half of twentieth century to the at-will doctrine and the narrowing of the debate over its further limitation); see generally D. Ballam, Employment At-Will: The Impending Death of a Doctrine, 37 Am. Bus. L.J. 653, 687 (2000) (predicting the end of the doctrine's viability given state of employment law). In the implied contract context, we have noted the motivating policy considerations that inform this trend: when an employer takes steps to give employees the impression of job security and enjoys the attendant benefits that such an atmosphere confers, it should not then be able to disregard its commitments at random. See Taylor v. Nat'l Life Ins. Co., 161 Vt. 457, 464, 652 A.2d 466, 471 (1993) (citing the leading case Toussaint v. Blue Cross & Blue Shield of Mich., 408 Mich. 579, 292 N.W.2d 880, 892 (1980)).

¶ 10. Additionally, it must be remembered when analyzing Dillon's argument that principles of contract law govern such determinations. See Ross v. Times Mirror, Inc., 164 Vt. 13, 19, 665 A.2d 580, 584 (1995); see also Marcoux-Norton v. Kmart Corp., 907 F.Supp. 766, 774 (D.Vt. 1993). In fact, we have noted repeatedly that the presumption that employment for an indefinite term is an "at-will" agreement is simply a general rule of contract construction. See, e.g., Ross, 164 Vt. at 19,665 A.2d at 584; Taylor, 161 Vt. at 462,652 A.2d at 470; Foote v. Simmonds Precision Prods. Co., 158 Vt. 566, 570, 613 A.2d 1277, 1279 (1992). "The rule imposes no substantive limitation on the right of contracting parties to modify terms of their arrangement or to specify other terms that supersede the terminable-at-will [arrangement]." Foote, 158 Vt. at 570,613 A.2d at 1279. Additionally, an employer may modify an at-will employment agreement unilaterally. Id. at 571, 613 A.2d at 1279-80. When determining whether an employer has done so, we look to both the employer's written policies and its practices. Benoir v. Ethan Allen, Inc., 147 Vt. 268, 270, 514 A.2d 716, 718 (1986); see also Raymond v. IBM Corp., 954 F.Supp. 744, 748 (D.Vt.1997) (noting under Vermont law "[a]t-will employment contracts may be modified by . . . the personnel policies or practices of the employer"). An employer not only may implicitly bind itself to terminating only for cause through its manual and practices, but may also be bound by a commitment to use only certain procedures in doing so. See Ross, 164 Vt. at 21-22,665 A.2d at 585.

¶ 11. At least one court has interpreted our case law to hold that the interpretation of employment manuals is always a question for the jury. McKenny v. John V. Carr & Son, Inc., 922 F.Supp. 967, 978 (D.Vt.1996) ("Vermont courts have consistently held that it is for a jury to determine whether a handbook has established contractual rights."); see also Logan v. Bennington Coll. Corp., 72 F.3d 1017, 1022 (2d Cir.1995) (making general statement that "[u]nder Vermont law, disputes concerning the agreed-upon terms and conditions of an employment contract are an issue of fact for the jury"). A closer reading of our case law, however, demonstrates that only when the terms of the...