Havill v. Woodstock Soapstone Co.

• Decision Date: 18 September 2001
• Docket Number: No. 99-516.,99-516.
• Citation: 783 A.2d 423
• Parties: Lois HAVILL v. WOODSTOCK SOAPSTONE COMPANY.
• Court: Vermont Supreme Court

783 A.2d 423

Lois HAVILL v. WOODSTOCK SOAPSTONE COMPANY.

No. 99-516.

Supreme Court of Vermont.

September 18, 2001.

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

ENTRY ORDER

Plaintiff Lois Havill appeals from a grant of summary judgment in favor of employer Woodstock Soapstone Company, Inc., on her breach of contract claim. Plaintiff contends that employer's personnel policies entitled her to continued employment absent just cause and that genuine issues of material fact exist regarding whether employer's reorganization was just cause for her termination. Employer cross-appeals from the court's denial of its motion to dismiss for lack of personal jurisdiction, arguing that its contacts with Vermont were insufficient to allow jurisdiction over it in a Vermont court. Concluding that employer had sufficient minimum contacts with Vermont, we affirm the denial of employer's motion to dismiss. We reverse the grant of summary judgment in favor of employer because genuine issues of material fact exist on whether the personnel policies modified the at-will relationship and whether employer reorganized and eliminated plaintiff's position.

Employer manufactures wood burning stoves at its sole place of business in West Lebanon, New Hampshire. Plaintiff began working for employer on a part-time basis in 1982, when the company was incorporated in Vermont. Employer then moved its business to New Hampshire where it was incorporated in 1985. Plaintiff was terminated in 1987, and asked to return on a part-time basis in 1990. In 1994, she became a full-time customer service representative. Her duties included entering data, processing orders, preparing informational packets and videos, assisting customers on the phone and in the showroom, and general office work.

In 1994, employer distributed to plaintiff and all employees its Corporate Personnel Policies, which were "intended to encourage mutual understanding, respect and cooperation." The policies declare that "[t]he interest and loyalty of every employee is needed to maintain and improve our competitive market position, assure financial stability for the company, and job security for each employee." The policies provide that dealings with employees will be fair, open, and impartial, and that "[s]teady employment will be provided for the greatest number of employees for the longest possible period, depending on the amount and character of business which can be obtained." Also included are procedures for termination of employees and progressive discipline. Absent from the policies is any attempt by employer to limit or disclaim the creation of contractual liability arising therefrom.

On November 10, 1997, employer terminated plaintiff, claiming lack of work and that her position had been eliminated. Plaintiff filed a complaint alleging breach of her employment contract, and later amended the complaint to include counts for intentional and negligent misrepresentation. Before filing its answer, employer filed a motion to dismiss for lack of personal jurisdiction. The court denied employer's motion, reasoning that employer had purposefully directed activity toward residents of Vermont in soliciting job applicants generally and plaintiff specifically, and that the litigation arose out of that activity. Employer moved the court to reconsider its decision or in the alternative for permission to appeal pursuant to V.R.A.P. 5(b)(1). Although modifying its decision to base it on undisputed facts, the court denied employer's motion to dismiss and motion to appeal.

After an opportunity for discovery, both parties moved for summary judgment on the breach of contract claim. The court granted employer's motion and denied plaintiff's, concluding that employer's personnel policies did not alter plaintiff's at-will employment status. The court also held that even if the policies did modify the employment agreement to require good cause for termination, the elimination of plaintiff's position in the company reorganization constituted good cause about which there were no disputed issues of fact. Plaintiff moved the court to reconsider its decision and to appeal, both of which the court denied. Employer filed a motion to dismiss the two remaining counts, intentional and negligent misrepresentation, which the court denied. The court granted plaintiff's motion to dismiss these two counts without prejudice. Plaintiff and employer both appeal.

I. Employer's jurisdictional claim

Employer appeals the denial of its motion to dismiss for lack of personal jurisdiction. Vermont's long arm statute, 12 V.S.A. § 913(b), confers "jurisdiction over nonresident defendants to the full extent permitted by the Due Process Clause." Dall v. Kaylor, 163 Vt. 274, 275, 658 A.2d 78, 79 (1995). Personal jurisdiction is permitted where the defendant has sufficient "minimum contacts with [the forum state] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." Id. (quoting International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945))(internal quotations and citation omitted). We have held that in determining whether minimum contacts are met the critical consideration is "whether the defendant's conduct and connection with the forum State are such that [the defendant] should reasonably anticipate being haled into court there." Id. at 276, 658 A.2d at 79 (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980))(internal quotation omitted).

Employer contends that its contacts with Vermont are insufficient to establish the requisite minimum contacts for Vermont to exercise specific jurisdiction over a breach of contract claim arising out of plaintiff's employment at its New Hampshire place of business. See Metropolitan Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 567-68 (2d Cir.) ("Specific jurisdiction exists when a State exercises personal jurisdiction over a defendant in a suit arising out of or related to the defendant's contacts with the forum. . . ."), cert denied, 519 U.S. 1006, 117 S.Ct. 508, 136 L.Ed.2d 398 (1996). We disagree. Plaintiff began her career with employer during its earlier incarnation as a Vermont corporation. After it was incorporated in New Hampshire, employer specifically recruited plaintiff by going to her Vermont home and asking that she return to work for the company. Plaintiff brought home work and was paid for additional work she performed at her Vermont home. In addition, the independent contractors now performing some of plaintiff's former duties are Vermont residents who complete these tasks from their Vermont homes. Employer solicits new hires by advertising in The Valley News, a paper in circulation in both Vermont and New Hampshire. The fruit of this solicitation, employer's workforce, is comprised of both Vermont and New Hampshire residents. Having purposely solicited plaintiff, a Vermont resident, and recruited other Vermonters to work at its New Hampshire site or from their Vermont homes, it is not unreasonable for defendant to anticipate being called to answer a complaint brought by a Vermont resident in a Vermont court on the subject of her employment. See Brown v. Cal Dykstra Equip. Co., 169 Vt. 636, 637, 740 A.2d 793, 795 (1999) (mem.) (Wisconsin crane company had sufficient minimum contacts with Vermont where it placed national advertisement and Vermont resident inspected and purchased crane in Wisconsin and accepted delivery in New Hampshire); Dall, 163 Vt. at 277,658 A.2d at 80 (placing advertisement in national publication resulting in sale of horse to Vermont resident with delivery in Vermont was sufficient to establish minimum contacts). Because a Vermont court's assertion of jurisdiction over employer does not offend the traditional notions of fair play and substantial justice, we affirm the decision of the trial court denying employer's motion to dismiss.

II. Plaintiff's contract claim

Turning to plaintiff's appeal, plaintiff first contends that the court erred in granting employer's motion for summary judgment on the ground that she was an at-will employee. Plaintiff argues that employer's personnel policies modified the at-will relationship between herself and employer. Employer contends that the law of New Hampshire should resolve this issue. The lower court found that there was no conflict and that the outcome would be the same in either jurisdiction. The court, therefore, relied on Vermont law in evaluating plaintiff's claim. See Williams v. Stone, 109 F.3d 890, 893 (3d Cir.1997) (under general conflict of law principles, where the laws of the two jurisdictions would produce the same result, the court should avoid the choice-of-law question); Seizer v. Sessions, 132 Wash.2d 642, 940 P.2d 261, 264 (1997) (where there is no conflict between the jurisdictions, a court should avoid the choice of law question and apply the law of the forum state). Although we agree that there is no conflict, we reach a different result than did the lower court regarding the ultimate outcome.

The law in both Vermont and New Hampshire is that employment contracts for an indefinite term are "at will." In both states, however, this is a rule of construction, and not of substantive law, which the parties can modify according to the usual rules of contract. See, e.g., Taylor v. National Life Ins. Co., 161 Vt. 457, 462, 652 A.2d 466, 470 (1993); Panto v. Moore Business Forms, Inc., 130 N.H. 730, 547 A.2d 260, 267 (1988) (at-will status of an employment relationship is "one of prima facie construction," not substantive law). In New Hampshire, statements by an employer regarding benefits and incidents of employment "can be viewed objectively, as meant to be...