Goldstein v. Unilever, No. 397881 (CT 5/3/2004)

• Decision Date: 03 May 2004
• Docket Number: No. 397881,397881
• Court: Connecticut Supreme Court
• Parties: Sherie Goldstein v. Unilever.

Page 1

Unpublished Opinion

Sherie Goldstein v. Unilever.

No. 397881

Superior Court of Connecticut

Judicial District of Fairfield at Bridgeport

May 3, 2004

MEMORANDUM OF DECISION

LEVIN, JUDGE.

The motion before the court requires it to determine whether an employer may be liable for fraud, negligent misrepresentation or promissory estoppel where the employer breaches its contract to hire an individual after she leaves prior employment, to which she cannot return, in reliance on the new employment contract.

The complaint generally alleges the following. The plaintiff was employed by IBASE, a temporary employment agency. She was assigned work at the office of the defendant, Unilever, from May 2001 to August 31, 2001 and was assigned to a project that was scheduled to continue through at least the end of 2001, but which actually continued beyond that period. While she was working on the project the defendant requested IBASE's permission to tender the plaintiff an offer of full-time employment and informed the plaintiff that if she accepted the offer, her employment would no longer be limited to the length of the IBASE project.

Between July 2001 and August 15, 2001, the defendant interviewed the plaintiff and gave her a verbal offer of employment, which she accepted. On August 15, 2001, the defendant gave the plaintiff a written offer of employment that included an annual base salary of $75,000, a bonus plan and an incentive plan. The plaintiff then ended her employment with IBASE.

On August 31, 2001, the plaintiff reported for her first day of work and was told that the defendant was "rescinding" its offer. The defendants represented to the plaintiff that she was not qualified for the job.

The plaintiff's complaint is in three counts, intentional misrepresentation, or fraud, negligent misrepresentation and promissory estoppel. The defendant has moved to strike all three counts on the grounds that the complaint alleges only a contract for employment at will. The defendant reasons that since, under a contract at will, the defendant could have terminated the employment relationship a moment after it had commenced, logically it should be able to do so before it had commenced.

"The purpose of a motion to strike is to contest . . . the legal sufficiency of the allegations of any complaint . . . to state a claim upon which relief can be granted." (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003). "A motion to strike challenges the legal sufficiency of a pleading . . . [I]t admits all facts well-pleaded; it does not admit legal conclusions or the truth or accuracy of opinions stated in the pleadings." (Internal quotation marks omitted.) Doe v. Yale University, 252 Conn. 641, 694, 748 A.2d 834 (2000). "In ruling on a motion to strike, the court is limited to the facts alleged in the complaint. The court must "construe the facts in the complaint most favorably to the plaintiff." (Internal quotation marks omitted.) Faulkner v. United Technologies Corp., 240 Conn. 576, 580, 693 A.2d 293 (1997). In other words, the court must "construe the complaint in the manner most favorable to sustaining its legal sufficiency." (Internal quotation marks omitted.) Bouchard v. Sundberg, 80 Conn.App. 180, 191, 834 A.2d 744 (2003). Further, "pleadings must be construed broadly and realistically, rather than narrowly and technically." (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, supra, 262 Conn. 497; Gazo v. Stamford, 255 Conn. 245, 260-61, 765 A.2d 505 (2001); Doe v. Yale University, supra, 252 Conn. 667; Edwards v. Tardif, 240 Conn. 610, 620, 692 A.2d 1266 (1997).

I

As a threshold issue, the court addresses whether the contract of employment was for at-will employment, where either party could terminate the employment relationship at any time and for any reason, or an offer of employment for a definite term. In its memorandum of law in support of the motion to strike, the defendant argues that the written offer was for at-will employment and was silent as to duration. The defendant further argues that the parol evidence rule prevents the plaintiff from relying on alleged oral "explanations" or "understandings" to alter the clear language of the written offer. The defendant also asserts that the alleged oral representations regarding contract duration were not sufficiently definite to manifest the defendant's intent to employ the plaintiff for a specific period of time.¹

"As a general rule, contracts of permanent employment, or for an indefinite term, are terminable at will." D'Ulisse-Cupo v. Board of Directors of Notre Dame High School, 202 Conn. 206, 211 n.1, 520 A.2d 217 (1987). That is, unless "the discharge contravenes a clear mandate of public policy"; Sheets v. Teddy's Frosted Foods, Inc., 179 Conn. 471, 474, 427 A.2d 385 (1980); or the parties expressly or impliedly agree otherwise; Torosyan v. Boehringer Ingelheim Pharmaceuticals, Inc., 234 Conn. 1, 15-16, 662 A.2d 89 (1995); Coelho v. Posi-Seal International, Inc., 208 Conn. 106, 116, 544 A.2d 170 (1988); or a party is estopped by his representations from terminating an employment contract; Stewart v. Cendant Mobility Services Corp., 267 Conn. 96, 837 A.2d 736 (2003); then the contract of employment may be terminated by either party for any reason or no reason. Magnan v. Anaconda Industries, Inc., 193 Conn. 558, 562-63, 479 A.2d 781 (1984); Carter v. Bartek, 142 Conn. 448, 450, 114 A.2d 923 (1955); Boucher v. Godfrey, 119 Conn. 622, 627, 178 A. 655 (1935).

The plaintiff argues that the defendant's "offer included the understanding of the parties that the plaintiff's employment term . . . would last longer than [the] Unilever project" and that because the Unilever project was scheduled to continue through at least the end of 2001, the defendants stated a definite term of employment. The court disagrees. The complaint neither alleges a definite term of employment nor can the court infer a definite term from the complaint. While the parties may have expected the plaintiff's employment to last at least until the end of the year, the contract term is, nonetheless, indefinite. Accordingly, the parties' agreement was for an at-will employment relationship.

II

The court turns to whether any of the three tort claims alleged by the plaintiff are legally sufficient. The court finds it analytically helpful to address the three counts of the compliant in inverse order.

Count three alleges promissory estoppel and alleges that the defendant "made a clear and definite promise to the Plaintiff of full-time Employment for a term that would last longer than the project she had been working on as a temporary employee of IBASE." As a result of the promise of employment, the plaintiff alleges that, in reliance upon the defendant's offer, she ended her previous employment with IBASE.

The defendant argues, in its memorandum of law in opposition to the motion to strike, that based on Parker v. Ginsburg Development, Superior Court, judicial district of Stamford/Norwalk at Stamford, Docket No. CV 02 0188873 (February 3, 2003, Lewis, J.T.R.) (34 Conn. L. Rptr. 55), promissory estoppel is not available in the at-will employment context. Conversely, the plaintiff argues that she has sufficiently pleaded each element of promissory estoppel.²

A.

While the exact score is uncertain, it is probably true that "[t]he majority of jurisdictions conclude that a cause of action does not exist where a prospective at-will employee is terminated before commencing work." Heinritz v. Lawrence University, 194 Wis.2d 606, 614, 535 N.W.2d 81 (1995); see annot., "Employer's State-Law Liability for Withdrawing, or Substantially Altering, Job Offer for Indefinite Period Before Employee Actually Commences Employment," 1 A.L.R. 5th 401 (1992). These courts generally hold that "reliance on a promise consisting solely of at-will employment is unreasonable as a matter of law since such a promise creates no enforceable rights . . ." Leonardi v. Hollywood, 715 So.2d 1007, 1010 (Fl.App. 1998), quoting, White v. Roche Biomedical Laboratories, Inc., 807 F.Sup. 1212, 1219-20 (D.S.C. 1992), aff'd, 998 F.2d 1011 (4th Cir. 1993). "[T]here could have been no reasonable basis for reliance on and no substantial change of position that was attributable to the promise [of employment] per se. The necessary premise of plaintiff's argument is that he relied on and changed his position in response to the promise that he would be employed for at least an infinitesimal period of time, independently of the promised infinitesimal period of employment itself. Plaintiff alleges that he was damaged `by foregoing other job search activities and refraining from registering for and taking the Massachusetts bar examination and accepting a practice opportunity in that state.' However, the same losses would have been incurred if plaintiff had been discharged immediately after he came to work rather than before." Slate v. Saxon, Marquoit, Bertoni & Todd, 166 Or.App. 1, 7, 999 P.2d 1152, review denied, 330 Or. 375, 6 P.3d 1105 (2000) (involving a law firm that reneged on its promise of employment to a new lawyer). Further, "to hold otherwise would create an anomalous result and would undermine the doctrine of employment at-will in this state. If an employee such as the plaintiff is permitted to recover damages from a potential employer that breaks a promise of at-will employment before the employee begins to work, then the employee would be placed in a better position than an employee whose at-will employment is terminated at some point after he begins working . . ." White v. Roche Biomedical Laboratories, Inc., supra, 807 F.Sup. 1220; see Murtagh v. Emory University, 152 F.Sup.2d 1356, 1367 (N.D.Ga. 2001) (holding that under Georgia law "one cannot state a claim for promissory estoppel when the underlying promise is for at-will employment."); see also ...