Janis v. AMP, INC.

• Decision Date: 30 July 2004
• Citation: 856 A.2d 140
• Parties: Michael D. JANIS, Appellee, v. AMP, INCORPORATED, Appellant.
• Court: Pennsylvania Superior Court

856 A.2d 140

Michael D. JANIS, Appellee, v. AMP, INCORPORATED, Appellant.

Superior Court of Pennsylvania.

Argued April 15, 2004.

Filed July 30, 2004.

Douglas G. Smith, Pittsburgh, for appellant.

Michael J. Crocenzi, Harrisburg, for appellee.

BEFORE: BENDER, McCAFFERY and TAMILIA, JJ.

OPINION BY TAMILIA, J.:

¶ 1 AMP, Incorporated, former employer of the appellee Michael D. Janis, appeals from the September 17, 2003, judgment of $120,221.90¹ entered for plaintiff in his breach of contract action. After a careful review of the record, we affirm.

¶ 2 Appellee was employed by appellant as an industrial engineer in Florida when he was approached by a member of management and asked if he would be interested in an expatriate assignment. Appellant expressed an interest, he was interviewed and offered the position, and subsequently was transferred, pursuant to the terms of the parties' July 1, 1992 agreement, to Hermosilla, Mexico. Appellee worked at that facility until April 30, 1999, when his employment with appellee was unilaterally terminated. In August 1999, appellee filed suit alleging appellant had breached the parties' employment contract by (1) failing to pay him the agreed upon bonuses; (2) failing to provide him with a comparable position in the United States following completion of his assignment in Mexico; and (3) unilaterally terminating his employment contract, the five-year term of which, appellee argued, automatically had renewed at the expiration of the July, 1992 contract. After much procedural posturing, the case went before a jury on January 27 and 28, 2003, and a verdict of $114,545.50 was entered in appellee's favor. Following post-trial motions, the verdict was molded to include an additional $2,838.20, for a total of $117,383.70. This appeal followed.

¶ 3 AMP argues it was entitled to a directed verdict or judgment notwithstanding the verdict (JNOV) because the jury erroneously concluded appellee had overcome the presumption of at-will employment. Appellant argues it is entitled to a new trial because the court erred by instructing the jury that an expired contract impliedly renews for the same term (duration). Appellant also contends it is entitled to a new trial or JNOV because the evidence established that as an at-will employer, it was free to modify the terms of appellee's employment, and appellee waived any entitlement to a bonus "by failing to complain" and continuing to work after the bonus program was terminated. Appellant's brief at 20.

¶ 4 Our standard of review when considering whether a directed verdict or JNOV was appropriate is as follows.

In reviewing a trial court's decision whether or not to grant judgment in favor of one of the parties, we must consider the evidence, together with all favorable inferences drawn therefrom, in a light most favorable to the verdict winner. Our standard of review when considering motions for a directed verdict and judgment notwithstanding the verdict are identical. We will reverse a trial court's grant or denial of a judgment notwithstanding the verdict only when we find an abuse of discretion or an error of law that controlled the outcome of the case. Further, the standard of review for an appellate court is the same as that for a trial court.

There are two bases upon which a judgment N.O.V. can be entered; one, the movant is entitled to judgment as a matter of law and/or two, the evidence is such that no two reasonable minds could disagree that the outcome should have been rendered in favor of the movant. With the first, the court reviews the record and concludes that, even with all factual inferences decided adverse to the movant, the law nonetheless requires a verdict in his favor. Whereas with the second, the court reviews the evidentiary record and concludes that the evidence was such that a verdict for the movant was beyond peradventure.

Capital Care Corp. v. Hunt, 847 A.2d 75, 81-82 (Pa.Super.2004) citing Goldberg v. Isdaner, 780 A.2d 654, 659-660 (Pa.Super.2001),

appeal denied, 573 Pa. 667, 820 A.2d 705 (2003). Determinations of credibility are for the fact finder. See Ferrer v. Trustees of the University of PA., 573 Pa. 310, 825 A.2d 591 (2003) (holding questions of credibility and conflicts in evidence are for the finder of fact to resolve and, absent an abuse of discretion, an appellate court should not disturb those findings).

¶ 5 Appellant argues that the language of the "summary of policy provisions" applicable to appellee's job assignment in Mexico was not definitive enough to overcome the presumption of at-will employment and create an employment contract. Appellant points specifically to paragraphs 2, 15 and 16, which, for ease of explanation, are set forth below.

(2) The assignment is expected to last three years but no more than five years. Based on business needs, the employee may be returned to the United States prior to July 1995 and the Company may entertain a personal request to return sooner.

(15) In the event the Company terminates your employment while abroad, the Company will pay moving expenses for your household goods and furniture as outlined in the Policy. Expenses for you and your family to return to your point of origin will be paid according to the Policy provided you return within 30 days of termination. No expenses will be paid after your return to your point of origin

(16) In the event you voluntarily resign your employment while abroad, you must give 30 days notice of your intention to resign. The Company reserves the right to determine if expenses associated with your transportation to your point of origin will be paid.

Record, No. 2, Complaint, Exhibit B (emphasis in original). It is appellant's position this language does not serve to form a contract between the parties, nor does it rebut the presumption of at-will employment recognized in Pennsylvania. In particular, appellant points to the emphasized language of paragraph number two and argues it does not set forth a term of "specific duration" necessary to rebut the presumption; "[t]he assignment is expected to last three years but no more than five years."

¶ 6 "In order to rebut the presumption of at-will employment, a party must establish one of the following: (1) an agreement for a definite duration; (2) an agreement specifying that the employee will be discharged for just cause only; (3) sufficient additional consideration; or (4) an applicable recognized public policy exception." Rapagnani v. The Judas Company, 736 A.2d 666, 669 (Pa.Super.1999), quoting Luteran v. Loral Fairchild Corp., 455 Pa.Super. 364, 688 A.2d 211, 214 (1997)

. "Where an employment arrangement does not contain a definite term, it will be presumed that the employment at-will rule applies. Generally an employment contract for a broad, unspecified duration doe not overcome the presumption of an at-will employment. Definiteness is required." Id. at 670 (quotations and citations omitted). When considering a purported employment contract, "the courts must remain flexible and not allow the [at-will] presumption to foreclose proof of the parties' intent. Though the rule is a procedural safeguard, a court's primary task is to ascertain and enforce [the parties'] intent." Greene v. Oliver Realty, 363 Pa.Super. 534, 526 A.2d 1192, 1199 (1987), appeal denied, 517 Pa. 607, 536 A.2d 1331 (1987) (holding the at-will employment presumption will be overcome if the employee shows with clarity and specificity that the parties contracted for a definite period); see also Marsh v. Boyle, 366 Pa.Super. 1, 530 A.2d 491, 493 (1987) (reasoning "parties' intentions regarding the agreement, gleaned from the surrounding circumstances, may enable an agreement to `rise to the requisite level of clarity'") (citation omitted). "To ascertain the parties' intent, an important factor to consider is the presence of additional consideration." Id.

¶ 7 We find the facts support the jury's conclusion the parties negotiated and executed a valid contract for employment, for a specific duration and for additional consideration, thereby rebutting the at-will presumption. We therefore will not disturb that finding. See Ferrer, supra. In so finding, we look not only at the facts and testimony before us, but consider the ordinary business dealings when enticing an employee to take a foreign assignment.

¶ 8 The issue of at-will employment previously was addressed as a result of the parties' motions for summary judgment. President Judge Joseph H. Kleinfelter, who presided over that segment of the case stated,

AMP, the drafter of this agreement, has underscored the terms of duration set forth above, which suggest emphasis on a definite time period of [appellee's] assignment. We believe these terms are sufficiently clear to establish that [appellee's] assignment at the Hermosilla facility was contemplated by both parties to be between three and five years. Notwithstanding this perceived clarity, any ambiguity must be construed against AMP, the drafter of the agreement. Smith v. Windsor Group, 2000 PA Super 67, 750 A.2d 304, 308 (Pa.Super.2000).

Janis v. AMP, Incorporated, 58 D. & C. 4th 144, 149-150 (2002), In resolving the issue at trial, the Honorable John F. Cherry cited President Judge Kleinfelter's Opinion denying in part appellant's motion for summary judgment, considered the three paragraphs at issue, and concluded,

[t]he phrase "expected to last three years but not more than five years" creates a definite term of duration for employment lasting for three years with a maximum of five years. Cleverly worded phrases which are essentially termination clauses for either side does [sic] not render [appellant] an at-will employee. At best the terms hold an ambiguity that must be construed against the [employer] as the drafter of the agreement.

Trial Court Opinion, Cherry, J., 7/24/03 at 4, citing Janis, supra. We agree that the testimony and evidence introduced at trial support this conclusion.

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