Hunt v. IBM Mid America Employees Federal Credit Union
| Decision Date | 04 April 1986 |
| Docket Number | No. C3-84-1359,C3-84-1359 |
| Citation | 384 N.W.2d 853 |
| Parties | 122 L.R.R.M. (BNA) 2627, 54 USLW 2540, 104 Lab.Cas. P 55,556, 1 Indiv.Empl.Rts.Cas. (BNA) 1087 Theodore G. HUNT, Respondent, v. IBM MID AMERICA EMPLOYEES FEDERAL CREDIT UNION, Respondent, Board of Directors of IBM Mid America Employees Federal Credit Union, Petitioner, Appellant. |
| Court | Minnesota Supreme Court |
Syllabus by the Court
1. Termination provisions in an employee handbook were insufficiently definite to meet legal requirements for the formation of a unilateral contract circumscribing the employer's right to terminate an at-will employment contract.
2. Under the facts and circumstances, there existed no implied covenant to discharge only in good faith.
Daniel J. Heuel, Rochester, for appellant.
Robert Patterson, Rochester, for Mid America Employees Federal Credit Union.
Nancy Brostrom Vollertsen, Rochester, for Theodore Hunt.
Heard, considered and decided by the court en banc.
Respondent Theodore Hunt claims appellant IBM Mid America Employees Federal Credit Union (Mid America) breached his employment contract by wrongfully discharging him. Holding that the respondent was an employee-at-will, the trial court granted the employer's summary judgment motion. The court of appeals reversed and remanded the case to the trial court for a factual determination whether an employee handbook modified the employee's at-will status, and whether the request for respondent's resignation violated his employment "contract." 1 We granted Mid America's petition for further review. We reverse.
Respondent Hunt was hired by Mid America to be its assistant general manager in May 1981. At the time of hiring, Mid America furnished Hunt a copy of an employee's handbook, a letter confirming his appointment, and a job description. Hunt In 1983, Hunt was named general manager at the credit union. Again, the parties did not execute a formal written or oral employment contract. As general manager, Hunt was the credit union's chief operational officer. He reported directly to the president of the board of directors. His responsibilities included supervising approximately 115 full-time employees in 13 offices in six midwestern states.
makes no claim of any formal written contract, nor does he allege any oral or written promises from his employer respecting the duration of the employment. He claims, however, that the handbook constituted an offer for a unilateral contract proscribing the appellant's right to terminate respondent, and that, therefore, appellant breached the unilateral contract as well as an implied covenant of good faith and fair dealing.
In his deposition, Hunt conceded he had no recollection of any discussions with his employer about the circumstances under which he would be terminated from employment. He assumed his employment would be lengthy and that he would retire from the position. He based this assumption upon his promotion to general manager and the seeming satisfaction of the board of directors with his performance. In evaluations of job performance, he was told that he was "cold and aloof" but also "progressing quite well." He admitted that although he considered his job a long-term commitment, he, himself, felt free to leave the credit union for any reason. 2
Hunt's termination had its genesis in a relationship he developed with a female employee-teller. He first became acquainted with her at a social party outside the office in January 1983. At the time, Hunt was 48 years old, had been separated from his wife for two years, and was in the midst of a marriage dissolution action. The female teller was 25 and married. 3 A social relationship grew between the two outside the office. They had sexual relations. On one occasion in early May, the teller joined Hunt on a week-long business trip to California. Hunt did not deem the relationship detrimental either to the business or his ability to function as general manager. Other employees, however, felt the affair created awkward working conditions for them. Rumors of the affair spread through the credit union that spring. Hunt met with individual managers to discuss the rumors. Towards the end of May 1983, the credit union's personnel manager asked the teller to resign. The reason given was unsatisfactory work performance. 4
Hunt, considering the resignation demand unjustified, attempted without success to have the teller reinstated. On June 1, the credit union president asked for Hunt's resignation. Hunt complied by resigning on the same day. Hunt attributed his requested resignation to his relationship with the teller rather than his job performance. He claims the president told him, "as far as managing the credit union and carrying out my responsibilities, it was impeccable."
In this action, Hunt claims his resignation was a constructive discharge in violation of terms of an implied contract created by the employee handbook. He likewise asserts breach of implied covenants of good faith and fair dealing.
In support of his case, Hunt cites the following three sections from the Employee Reference Manual for the IBM Mid America Employees Federal Credit Union:
YOU ARE THE KEY TO OUR SUCCESS:
....
You can be assured that you will have every opportunity to develop your skills and learning power to the fullest extent with our Credit Union. In terms of hiring and promotion, our aim is to attract the best people and to encourage their peak development by promoting within according to performance.
....
If an employee of the Credit Union is reprimanded or asked to make certain corrections in theif (sic) job performance they will be placed on probation and it will be documented and placed in their personnel file. Improvement must be shown or the employee may be terminated.
....
In the event of a serious offense, an employee will be terminated immediately.
The handbook does not define or give specific examples of a "serious offense" nor does it give procedures for terminating an employee.
The trial court determined the general policy statements in the manual were too indefinite to constitute a legal offer for a unilateral contract. It likewise could find no outward manifestations of the parties to support the existence of any agreement not to terminate employees except for a serious offense. Finally, since it found Hunt had resigned voluntarily and had not been constructively discharged, it found he had no legal claim for breach of contract or breach of any covenant of good faith and fair dealing.
In reversing the trial court, the court of appeals ruled that the language in the company manual was sufficiently definite to raise a genuine issue of material fact for resolution by the fact finder. Thus, it remanded the case for a trial determination whether the employee manual modified Hunt's at-will employment and whether the requested resignation violated Hunt's employment contract. 5
A district court may grant summary judgment if the pleadings and other documents before the court "show that there is no genuine issue as to any material fact and that either party is entitled to judgment as a matter of law." Minn.R.Civ.P. 56.03 (1984). On appeal from summary judgment, it is the function of the appellate court to determine whether genuine issues of material fact exist and whether the trial court erred in its application of the law. Betlach v. Wayzata Condominium, 281 N.W.2d 328, 330 (Minn.1979). The rule in Minnesota is summary judgment is proper when the nonmoving party fails to provide the court with specific facts indicating that there is a genuine issue of fact. Erickson v. General United Life Ins. Co., 256 N.W.2d 255, 258-59 (Minn.1977). In order to successfully oppose a motion for summary judgment, a party cannot rely upon mere general statements of fact but rather must demonstrate at the time the motion is made that specific facts are in existence which create a genuine issue for trial. Id. (citing Borom v. City of St. Paul, 289 Minn. 371, 184 N.W.2d 595 (1971); Minn.R.Civ.P. 56.05). 6
The parties here do not dispute the material fact that Hunt was an at-will employee. The parties also do not dispute there was no oral or written contract on the duration of Hunt's employment. The complaint filed in district court by Hunt, lists the employee reference manual as the sole basis for creating an implied contract of employment. In his brief opposing the summary judgment motion, Hunt refers only to statements made during his deposition about his general subjective impressions and assumptions about the job, not to any specific promises made by his employer.
Hunt offered no affidavit or any other document other than the employee manual to support his contractual claim. The record before the trial court was devoid of any evidence or even allegation that any officer with Mid America specifically promised him a lifetime job with dismissal for cause only. In sum, Hunt presented no facts showing there was a genuine issue for trial. The only question, then, is whether language in the manual was sufficiently definite to raise a triable issue of fact.
Inasmuch as Hunt is relying exclusively on the language contained in the employee manual in his attempt to establish the existence of a contract containing disciplinary and termination procedures, the resolution of whether the language used rises to the level of a contract is for the court. Where, as here, the intent of the parties is totally ascertainable from the writing, construction is for the court. See Donnay v. Boulware, 275 Minn. 37, 44, 144 N.W.2d 711, 716 (1966). The general rule is that "the construction of a writing which is unambiguous is for the court, particularly when the intention of the parties is to be gained wholly from the writing." Rooney v. Dayton-Hudson Corp., 310 Minn. 256, 262 n. 2, 246 N.W.2d 170, 173 n. 2 (1976) (quoting Leslie v. Minneapolis Teachers Retirement Fund Ass'n, 218...
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