Dynan v. Rocky Mountain Federal Sav. and Loan

• Decision Date: 08 May 1990
• Docket Number: No. 89-92,89-92
• Citation: 792 P.2d 631
• Parties: 117 Lab.Cas. P 56,519, 5 IER Cases 551 John DYNAN, Appellant (Plaintiff), v. ROCKY MOUNTAIN FEDERAL SAVINGS AND LOAN; Rocky Mountain Capital Corporation; and Bill Lucas, Appellees (Defendants).
• Court: Wyoming Supreme Court

Page 631

792 P.2d 631

117 Lab.Cas. P 56,519, 5 IER Cases 551

John DYNAN, Appellant (Plaintiff), v. ROCKY MOUNTAIN FEDERAL SAVINGS AND LOAN; Rocky Mountain Capital Corporation; and Bill Lucas, Appellees (Defendants).

No. 89-92.

Supreme Court of Wyoming.

May 8, 1990.

Harold F. Buck and Nicholas Vassallo, Buck & Lewis, Cheyenne, for appellant.

George E. Powers, Jr., Godfrey & Sundahl, Cheyenne, for appellees.

Before CARDINE, C.J., and THOMAS, URBIGKIT, MACY and GOLDEN, JJ.

THOMAS, Justice.

The focus of this case is upon the question of whether a claim for wrongful discharge by an officer of a federal savings and loan institution appropriately is foreclosed by summary judgment on the ground that any genuine issues of fact lack materiality because of the preemptive effect of federal law. Two collateral issues are injected into this major theme. The first of those is whether the termination of employment must be held to be wrongful because it was contrary to public policy. The second is whether the individual who terminated the employment, also an officer and employee of the federal savings and loan institution, can be liable for tortious interference with a contract or prospective economic advantage. The trial court granted the motion for summary judgment presented by the federal savings and loan institution, essentially ruling that any issues of fact were not material because of the preemptive effect of federal law. It also held that there was no violation of public policy, as a matter of law, and invoked the rule that an agent is not liable for tortious interference with a contract with his principal. To the extent that the trial judge relied upon absolute federal preemption in this case, we are not in accord with his interpretation of the law, but we agree that, in the circumstances of this case, the employment contract was an employment at will as a matter of law and, therefore, any issues of fact relating to cause for termination are not material. We also agree that there was no violation of any public policy as a matter of law, and that an agent, an employee of a corporation, is not liable for tortious interference with a contract or prospective economic advantage relating to an employment contract made with his principal. We also are in accord with the trial court's disposition of an additional procedural question relating to the propriety of the denial of a motion to amend the complaint with respect to allegations of fraud. We affirm the summary judgment entered by the trial court, but justify that disposition in a somewhat different fashion.

In his Brief of Appellant, John Dynan (Dynan), the discharged employee, states only a single issue which is:

"Whether the district court erred in granting summary judgment in favor of appellees."

Dynan expands upon the single issue in his argument by asserting the following contentions:

"A. The evidence before the district court presented genuine issues of material fact concerning appellant's breach of contract claim and appellees were not entitled to summary judgment on that claim as a matter of law.

"B. The district court erred in granting summary judgment on appellant's claim of termination against public policy.

"C. The district court erred in denying appellant's motion for leave to amend his complaint.

"D. The record presents genuine issues of material fact on appellant's claim of tortious interference with a contract or prospective economic advantage."

In their Brief of Appellees, Rocky Mountain Federal Savings and Loan (RMF), Rocky Mountain Capital Corporation (RMC), and Bill Lucas (Lucas) restate the issues, as they perceive them, in this way:

"I. Are there any issues of material fact which would preclude the district court from entering summary judgment against plaintiff's claims for breach of contract?

"A. Are plaintiff's claims for breach of contract under state law preempted by the rules of the Federal Home Loan Bank Board?

"B. Did the plaintiff raise an issue of material fact with respect to his status as a probationary employee based upon submission of evidence that would be admissible at trial?

"II. Are there any material facts in dispute which would support plaintiff's recovery based upon a cause of action for termination against public policy?

"III. Did the district court abuse its discretion in denying plaintiff leave to amend his complaint?

"IV. Are there any issues of material fact which would preclude the district court from entering summary judgment with respect to plaintiff's claims for tortious interference with contract or prospective economic advantage?"

The operative facts, as they are gleaned from the record submitted to the district court both in support of and in opposition to motions for summary judgment by both parties, start with Dynan's employment at Barclay's Mortgage Corporation in Colorado. While so employed, he was contacted by Executive Resources, an employee recruiting firm, with respect to a possible position with the Wyoming division of RMF. This contact led to meetings with various officers and executives from RMF, and he was offered employment with that firm. Dynan accepted that offer on June 11, 1985 and was appointed a vice president of RMF on June 26, 1985. At the same time, he also was made an officer of RMC, which is a wholly owned subsidiary of RMF.

There is no discrete writing that demonstrates the details of Dynan's employment. At the time he was hired, he was advised of certain personnel policies that applied to all employees of RMF. Among these policies was a ninety-day probationary term during which a new employee could be terminated without cause. The probationary term extended to 180 days in the case of management positions. Dynan, by deposition, testified that he requested a waiver of this probationary period because he was leaving a secure job to work for RMF. He testified that an officer of RMF agreed to this request, but that allegation was directly controverted by deposition testimony of the officer whom Dynan asserts agreed to the waiver, another officer of RMF, and Lucas.

Dynan also testified that he accepted the position with RMF, and worked in that position, pursuant to the terms of the employee handbook. That handbook, in addition to the probationary periods described previously, provides in part as follows:

"PROGRESSIVE DISCIPLINE

"Discipline is defined as training that develops self control and character. It is necessary for the orderly and efficient operation of any organization. Because of the need for orderliness and self control, certain rules and regulations contained in this handbook have been developed and others may be issued from time to time so that we know what is expected in our relationships with one another and toward our customers.

"There are some things which cannot be condoned. Theft of Association or employee property, willful destruction of Association or employee property, fighting, using nonprescribed narcotics, being intoxicated while on the job, sleeping on the job, gross misconduct and gross negligence are things that can result in immediate suspension or discharge.

"Occasionally, an employee may fall into poor personal or work habits. Counselling by the supervisor usually will be enough, but if counselling fails, a disciplinary procedure may be necessary, and if necessary....

"First Step: The employee will be orally notified by the supervisor of the problem. The supervisor will work with the employee to correct the problem. If the employee continues without improvement, the supervisor will go to the next step.

"Second Step: The employee will be given a written reprimand by the immediate supervisor, and that reprimand becomes a part of the employee's record. If the employee continues without improvement, the supervisor will use the next step.

"Third Step: The employee will be suspended without pay for a period not to exceed three work days. * * * If * * * the employee still makes no improvement, the supervisor will resort to the final step.

"Final Step: The Employee will be discharged. * * * An employee subjected to the discipline procedure, who feels unfairly treated, has a right to the full use of the company's grievance procedure. Depending upon the seriousness of a problem or in cases of chronic offenders, the steps in this disciplinary procedure may be bypassed resulting in immediate termination."

The depositions in the file indicate that RMF had a reputation within the savings and loan industry for producing "poor quality loans" and that Dynan's primary duty with the firm, and the reason for which he was hired, was to alleviate this problem. Dynan stated that he was "essentially given carte blanche to straighten out the mess." Dynan's understanding is given additional support by the deposition testimony of the senior vice president of RMF, whom Dynan asserted had agreed to waive the probationary term. Dynan proceeded to accomplish his duties in accordance with that understanding of his assignment, and he attempted to implement a policy of strict adherence to National Standards for Loan Underwriting in lieu of the existing corporate policy with respect to making loans. According to Dynan, however, the controlling management of RMF was content with the existing loan policy and resisted changes that he proposed. He testified that this attitude was demonstrated by several "questionable" loans, one of which was the Steve Rosen loan that ultimately, according to Dynan, led to his dismissal.

In the spring of 1985, Rosen, a resident of Colorado, contacted RMF with respect to a home loan in the amount of $175,000. He was referred to a Colorado employee who, apparently, committed the firm to a loan in this amount. Rosen, acting upon what he perceived to be a commitment, obtained a bridge loan from another source and proceeded to close his home purchase. Because of its size, the loan that he had requested would not qualify for normal marketing procedures...