Hesston Corp. v. Roche

• Decision Date: 24 April 1992
• Docket Number: No. 90-2038,90-2038
• Citation: 599 So.2d 148
• Parties: 8 Indiv.Empl.Rts.Cas. (BNA) 1490, 17 Fla. L. Weekly D1059 HESSTON CORPORATION, Appellant, v. James M. ROCHE, Appellee.
• Court: Florida District Court of Appeals

Page 148

599 So.2d 148

8 Indiv.Empl.Rts.Cas. (BNA) 1490, 17 Fla. L.

Weekly D1059

HESSTON CORPORATION, Appellant, v. James M. ROCHE, Appellee.

No. 90-2038.

District Court of Appeal of Florida,

Fifth District.

April 24, 1992.

Rehearing and Rehearing En Banc Denied June 8, 1992.

Susan K. McKenna of Garwood & McKenna, P.A., Orlando, for appellant.

Christopher T. Vernon of Pleus, Adams & Spears, P.A., Orlando, for appellee.

GRIFFIN, Judge.

Appellant, Hesston Corporation ("Hesston"), seeks review of a final judgment entered following a jury verdict finding that Hesston had breached a contract of employment with appellee, James M. Roche ("Roche"). The appeal presents two difficult issues, one procedural and one substantive, and our resolution of both of these issues in favor of appellant compels reversal.

The basic facts upon which the case was tried are as follows. Roche had worked for several years as a sales representative for a farm equipment company. In 1985, he left that employment hoping to find a position in Florida and, to that end, sent out a number of resumes. Fleetwood Homes ("Fleetwood") contacted him and ultimately made him a job offer which he accepted. The day after Roche's interview with Fleetwood, Roche was contacted by Jim Wilson, a Hesston manager, about the possibility of employment with the Woods Division of Hesston ("Woods") and Roche agreed to meet with him. Roche testified he advised Wilson that he wished to have a position where he could remain in Florida, to which Wilson agreed. Roche also told Wilson that he had been offered a position with Fleetwood at a $45,000 per year salary. According to Roche, Wilson came back and said to him, "If you take this job with Woods, you'll have lifetime employment." Roche testified that the Fleetwood position appeared to be the higher paying job, but he elected the position with Hesston because of the promise of lifetime employment. He understood the lifetime employment promise to mean that he could have the proffered job with Hesston so long as "he sold," no matter whether he violated company policy or committed criminal acts and even if the company experienced significant economic reversal; it was an ironclad promise without exception. Even though Roche retained the salary calculations given him by Wilson, there were no notes or other record of the lifetime employment promise.

When Roche began his employment with Hesston, he was sent to Tennessee for training. While there, he was asked to sign numerous documents, including one entitled "Terms of Employment." This document contained the following provision:

I agree to accept that Woods has the right and authority to terminate my employment anytime as the overall well-being of the Company is of prime importance and may dictate my employment on a daily basis.

This document was signed by Roche; however, he testified at trial that based on the cramped appearance of his signature at the bottom of the "Terms of Employment," he was able to determine that he had never seen the text of the document upon signing it but, instead, had thought he was merely signing a document confirming his acceptance of responsibility for company equipment.

Roche was also sent correspondence from Bo Vanman, the personnel manager for Woods. The letter confirms the offer of employment to Roche, including salary terms, car allowance, insurance coverage and vacation. The letter concludes:

Your primary objective will be increased sales volume and profit in your territory consistent with company policy. Your dollar goals as well as the district boundary will be discussed with you further during the orientation session, however, they will be along the lines discussed with you during the interview with Jim Wilson.

There is no mention in either of these documents of any promise of permanent or lifetime employment, and Roche acknowledges he never mentioned the lifetime employment promise to any employee of appellee.

Roche was fired from his employment on August 19, 1988 based on alleged complaints from Hesston's dealers concerning Roche's manner of handling their accounts. After termination, Roche directed a series of letters to Hesston but made no reference to the alleged promise of lifetime employment. On May 18, 1989, Roche filed suit in one count against Hesston alleging "wrongful discharge." His cause of action was based on the written "terms of employment", specifically the provision that Hesston had the right to terminate his employment any time "as the overall well-being of the company is of prime importance." He alleged that his termination was manifestly unfair in that the reasons given for termination were false and would, therefore, not serve the company's best interest. There was no mention in the complaint of any contract for lifetime employment.

In response to this complaint, Hesston filed a motion to dismiss based on the employment at will doctrine, asserting that, under Florida law, such an agreement containing no specific term of employment rendered Roche an "at will" employee. The motion to dismiss was granted. Roche amended his complaint two more times. The amended complaint is not a part of the record on appeal but it appears from subsequently filed pleadings that the amended complaint did contain the allegation that Wilson promised the plaintiff "that if he took the job as sales representative for Woods, he could stay in Florida for the rest of his life as such representative if he built up Woods business in Florida." After Hesston filed a motion for summary judgment based on the amended complaint, Roche immediately filed a motion to amend the amended complaint, asking leave "to separate the complaint into two separate causes of action for breach of contract and for fraud" on the ground that "[i]n the interest of justice it is necessary that [he] be allowed to plead these two separate causes of action so that ... [he could] be fully compensated for the acts complained of in the Amended Complaint." The court allowed the amendment.

In the second amended complaint, Count I was denominated "breach of contract". Roche alleged the terms of his employment were set forth in the Vanman letter and in the "terms of employment", which were attached to the pleading. Count II, entitled "Fraud", alleged that Wilson had made a false promise of lifetime employment to Roche which he did not intend to honor and on which Roche relied to his detriment in accepting the position with Hesston. In response to the amended complaint, Hesston had asserted the statute of frauds as an affirmative defense. Upon the filing of the second amended complaint, alleging only breach of the written agreement and fraud, the defense of the statute of frauds was not realleged.

At trial, Hesston took the position the writings that formed the basis for the employment agreement between Roche and Hesston contained no definite term or duration of employment; therefore, the employment was at-will. In response, Roche's counsel argued that the writings did incorporate by reference the lifetime employment promise. He also argued in opposition to the motion for directed verdict:

And if your Honor takes that position that the promise of lifetime employment was not written, then I would seek to amend our complaint to conform to the evidence.

The court made no response to this statement and no further attempt was made to get an order granting leave to amend. The court nevertheless denied the motion for a directed verdict. When the jury instructions were prepared, the court, over objection, deleted the word "written" from appellant's proposed instruction on breach of contract. During deliberations, the jury came back with the question whether a contract can be binding if purely verbal, to which the court responded that a contract may be either written or verbal and be binding. The jury then rendered its verdict in favor of Roche on breach of contract only, awarding $135,000 in damages.

Hesston contends that it was error to submit Count I to the jury without limiting the claim to breach of the written agreements because no oral promise of lifetime employment was ever pleaded. Additionally, Hesston asserts that, in any event, the alleged oral promise of lifetime employment is unenforceable in Florida.

Since the issue of enforceability of the alleged oral agreement for lifetime employment is dispositive, we will begin there. Contracts for "lifetime" or "permanent" employment are not favored in the law, and courts rarely enforce them because of their indefiniteness and uncertainty. See, e.g., Aberman v. Malden Mills Indus., Inc., 414 N.W.2d 769, 771 (Minn.App.1987); Muller v. Stromberg Carlson Corp., 427 So.2d 266, 268 (Fla. 2d DCA1983). See generally Robert A. Brazener, Annotation, Validity and Duration of Contract Purporting To Be For Permanent Employment, 60 A.L.R.3d 226, 233-34 (1974). From a review of the recently decided cases from other jurisdictions, courts today are no less uncomfortable with "lifetime" employment claims than they were fifty years ago. Fregara v. Jet Aviation Business Jets, 764 F.Supp. 940 (D.New Jersey 1991); Rowe v. Montgomery Ward & Co., Inc., 437 Mich. 627, 473 N.W.2d 268 (1991); Yost v. Early, 87 Md.App. 364, 589 A.2d 1291, cert. denied Y324 Md. 123, 596 A.2d 628 (1991); Boggs v. Avon Products, Inc., 56 Ohio App.3d 67, 564 N.E.2d 1128 (1990). There are a number of good reasons for this apprehension. First of all, such promises of "lifetime" employment are usually "oral, uncorroborated, vague in import and details and highly improbable." ¹ Aberman, 414 N.W.2d at 771. Also, courts question the inherent fairness of an agreement that places the entire burden of the long-term commitment on the employer since no comparable commitment exists on the part of the employee:

Accordingly, for reasons of lack of mutuality and indefiniteness, it is usually held that contracts for permanent or lifetime employment, when unsupported by...