Martens v. Minnesota Mining & Mfg. Co.

• Decision Date: 21 September 2000
• Docket Number: No. C0-98-2303.,C0-98-2303.
• Citation: 616 N.W.2d 732
• Court: Minnesota Supreme Court
• Parties: John A. MARTENS, et al., Respondents, v. MINNESOTA MINING & MANUFACTURING COMPANY, petitioner, Appellant.

616 N.W.2d 732

John A. MARTENS, et al., Respondents, v. MINNESOTA MINING & MANUFACTURING COMPANY, petitioner, Appellant.

No. C0-98-2303.

Supreme Court of Minnesota.

September 21, 2000.

Rehearing Denied October 30, 2000.

Dorsey & Whitney LLP, Thomas Tinkham, Peter S. Hendrixson, Robert R. Reinhart, James M. Zappa, Minneapolis, Carol, A Peterson, St. Paul, for appellant.

Sprenger & Lang PLLC, Lawrence P. Schaefer, James R. Behrenbrinker, Lisa C. Stratton, Minneapolis, Paul C. Spenger, Michael D. Lieder, Maia Caplan, Washington, D.C., for respondents.

Eric Magnuson, Rider Bennett Egan & Arundel, Minneapolis, for amicus curiae Minnesota Chamber of Commerce and the Minnesota Business Partnership.

Heard, considered, and decided by the court en banc.

OPINION

STRINGER, Justice.

Respondents John A. Martens and Gerald J. Niles, two long-term technical employees of appellant Minnesota Mining and Manufacturing Company (appellant) allege that appellant's written and oral statements regarding a dual ladder system for compensating and promoting technical employees were sufficiently definite to constitute an offer for a unilateral contract and a promise enforceable under a promissory estoppel theory. They further allege that appellant's statements were made with no intention of fulfilling them and were therefore fraudulent misrepresentations. Appellant moved for dismissal pursuant to Rule 12.02(e) of the Minnesota Rules of Civil Procedure, asserting that the complaint fails to state a claim upon which relief can be granted. The district court dismissed the promissory estoppel and fraud claims but denied appellant's motion as to the breach of contract claim. The court of appeals affirmed as to the breach of contract claim ruling but reversed the dismissal of the claims relating to promissory estoppel and fraud. We reverse the court of appeals' rulings on all claims and remand for the entry of an order dismissing the complaint.

At the heart of respondents' complaint is the dual ladder program, designed and developed by appellant in the 1950's to recruit and retain technical employees by providing opportunities for advancement for those who choose to pursue their career in a purely technical environment rather than in the corporation's administrative structure. Respondents rely in their complaint on appellant's brochures entitled The Technical Dual Ladder System-Parallel Paths of Progress, Parallel Technical Career Paths, and Laboratory Careers, and an article published in the company newspaper the 3M Stemwinder as well as oral statements made to respondents by various individuals at the company as the foundation for their theories of recovery. The brochures appellant distributed to its employees and prospective employees describe the dual ladder as "a worldwide organizational framework within which members of the 3M technical community may realize career development in either management or in the continued pursuit of their technical interests."¹ In 1981 appellant distributed a brochure entitled The Technical Dual Ladder System-Parallel Paths of Progress, explaining the purpose of the dual ladder:

[I]t is the Company's intent that responsibility, recognition and reward for their progress be equivalent [on both sides of the ladder] — yet recognizing they can't be identical.

To the administrator, a secretary and office serve a functional purpose. To the administrator's counterpart in research, development, or engineering, freedom to delve into a field of special interest — substantially unfettered by management responsibilities and formalities — has balancing value.

* * * It is the Company's intent that promotion on either side of the Dual Ladder be accompanied by the challenge of added responsibility and, when these challenges are met, by the rewards of appropriate recognition.

The Dual Ladder concept is a dynamic one, one that is rich in potential for both the individual and the Company. Not restricted by rigid procedures, it offers an evolving program that will grow as participation in it expands.

The brochure notes that the plan provides "outstanding technical people with suitable and meaningful forms of recognition and advancement, within a compensation framework comparable to that of administrative positions." Further, it explains that the system was not premised upon identical results: "[W]orkability * * * [of the system] cannot be contingent upon identical recognition and rewards. This would not only be unrealistic, but contrived. The key is equivalence—an equitable balance that provides meaningful motivation."

The brochure also describes the steps of the dual ladder. The first step on the technical side is specialist, equivalent to supervisor on the administrative side, according to the brochure. The second step is senior specialist, the equivalent of manager. The third step is division/staff scientist or engineer, the equivalent of laboratory manager, and the fourth step is corporate scientist or engineer, the equivalent of technical director.

In 1994 the company newspaper the 3M Stemwinder published an article regarding the dual ladder program and referred to a corporate scientist's statement that results in terms of salaries, opportunities and recognition are equivalent on either side of the ladder. About the same time, appellant distributed a promotional brochure entitled Parallel Technical Career Paths featuring several prominent scientists and engineers employed by appellant, including respondent Martens. The brochure states that the dual ladder allows technical employees to "continue making significant technical contributions to the corporation—without sacrificing recognition or rewards" but that advancement along the ladder depends upon job performance: "Progress along either side of the 3M Dual Ladder is based upon continuing demonstration of increased proficiency and performance." It also states that employees have "flexibility to switch-without penalty" between sides of the ladder.²

Recently appellant published another brochure relating to the dual ladder entitled Laboratory Careers. It describes the program's objective of assisting "the technical employee, individually or in communication with management, in clarifying career goals, as well as to provide information to those considering career options in the technical field." It states: "For equivalent levels, pay grades and benefits are the same on both sides of the dual ladder." In place of steps, however, Laboratory Careers describes career phases on the dual ladder. The first phase in a technical career is individual contributor, which does not have an administrative equivalent; the second phase is specialist on the technical side and supervisor on the administrative side; the third is senior specialist, division scientist or engineer on the technical side and manager on the administrative side; and the fourth is corporate scientist or engineer on the technical side and technical director on the administrative side. The brochure lists "possible job positions" within these phases and assigns employment levels to each phase-that is, T1 to T3 for individual contributors, T4 for specialists and supervisors, T5 and T6 for senior specialists, division scientists and engineers, and managers, and T7 for corporate scientists, corporate engineers, and technical directors. The brochure notes that "[m]any employees may not move through all of the phases" and moving to another phase requires "significant accomplishments within the current phase and developing the trust and support of key people * * *."

Respondents' suit against appellant³ filed in May 1998, alleged breach of contract, promissory and equitable estoppel, breach of the covenant of good faith and fair dealing, fraudulent misrepresentation, retaliation in violation of Minn.Stat. § 181.932 (1998), and defamation and disclosure of confidential information.⁴ As to breach of contract, respondents claimed that oral and written statements regarding the dual ladder program constituted a unilateral offer communicated to respondents and that respondents accepted it by becoming employees and continuing their employment. Respondents alleged that appellant breached its contract with them by compensating technical employees at lower salary levels than administrative employees and providing Performance Unit Plan awards only to administrative employees at the technical director level. As to respondent Martens specifically, he further alleged that appellant breached its contract with him by limiting compensation for corporate scientists to grade 18. Respondent Niles further alleged that appellant breached its contract with him when it implemented a "headcount policy" limiting the number of technical promotions and restricted movement to the administrative side of the ladder.

Respondents' claim of promissory estoppel alleged that appellant made promises to them with the purpose of inducing them to join and remain employees, that they relied upon these promises and that appellant did not fulfill them. As to their fraud claim, respondents alleged that appellant made representations of fact regarding the dual ladder system knowing they were untrue or with deliberate disregard of their truth or falsity.

Respondent Martens alleged that when the complaint was filed he had been employed by appellant for nearly 30 years and had achieved the corporate scientist level, the highest position on the technical side of the ladder; that in 1968 following his graduation from college with a degree in chemical engineering the dual ladder program was an inducement to his accepting employment with appellant and that he remained at the company in reliance on appellant's representations regarding the program; that he is an accomplished employee holding 20 patents that have led to many successful product lines for appellant and in 1987 he was the youngest scientist to be elected to appellant's honorary Carlton Society; and...