McIntyre v. Guild, Inc.

• Decision Date: 01 September 1994
• Docket Number: No. 1730,1730
• Parties: David McINTYRE v. GUILD, INC., et al
• Court: Court of Special Appeals of Maryland

Page 332

105 Md.App. 332

659 A.2d 398

David McINTYRE v. GUILD, INC., et al.

No. 1730 Sept. Term, 1994.

Court of Special Appeals of Maryland.

June 8, 1995.

Peter N. Mann, Washington, DC, for appellant

Henderson J. Brown, IV, Greenbelt (Wendy A. Hartmann, Eveland, Brown & Sherman, P.C., Greenbelt, and Gary H. Gerstenfeld, Columbia, on the brief), for appellees.

Argued before MOYLAN, FISCHER and DAVIS, JJ.

DAVIS, Judge.

Appellant, David McIntyre, brought suit in the Circuit Court for Prince George's County, alleging wrongful discharge (Count I) and breach of employment contract (Count II) against appellee Guild, Inc. (Guild), as well as intentional interference with contractual relations (Count III) against appellee Lt. Col. Everett Foster. Guild filed a motion to dismiss for failure to state a claim, and Lt. Col. Foster filed a motion for summary judgment. The trial court (Martin, Jr., J.) granted both motions after a hearing.

Appellant presents three questions for our review:

1. Did the trial court err when it dismissed appellant's wrongful discharge claim?

2. Did the court err when it dismissed appellant's breach of contract claim?

3. Did the court err when it granted Lt. Col. Foster's motion for summary judgment?

FACTS

The following facts are gleaned from the pleadings and various exhibits. Appellee Guild, Inc. (Guild) is a corporation that provides its clients with "full service marketing design." Appellant David McIntyre is an experienced communications The contract will require the special talents and expertise of people such as yourself, but, at the present time, the specific assignments have not yet been fully developed. This letter constitutes a formal request from Guild, Inc. for you to acknowledge, by signing below, your willingness to be hired as a ___________________ (insert labor category) by Guild, Inc.... in the event that your services, as determined by Guild, TEXCOM, the Federal Government, or any combination thereof, are needed in order for the contract to be performed properly.

professional. In the spring of 1993, Guild was competing for a contract with the United States National Guard for "Environmental Community Relations Support Services," including the production of several films. In the process of putting together a bid for that contract, Guild began to solicit McIntyre's assistance. By letter dated April 6, 1993, Guild informed McIntyre:

The letter was signed by Eugene Orr, president of Guild. The blank specifying the "labor category" was not filled in. A second letter, also dated April 6, 1993 and signed by Orr, stated: "At this time we would like to have a firm commitment for every available position. We will need to know your availability for the first year of the contract."

According to McIntyre, he sent Guild the following reply:

This letter is to confirm that upon agreement of financial terms, I will accept the senior management position with Guild, Inc. I understand that this position is based upon the successful awarding of the National Guard contract to Guild Inc.

The copy of this letter included in the record is unsigned.

In May 1993, the National Guard awarded the contract to Guild. A third letter from Guild purports to confirm Guild's offer of a "full-time exempt position as Senior Management Specialist on the National Guard Bureau (NGB) contract at Guild, Inc." The document provides for compensation of $47,000 per year, and a starting date of July 6, 1993. After Guild views the first three months of employment as a probationary period during which the employer and employee can establish a performance relationship which is mutually satisfactory and which will validate that the promises and potentials seen by each party during the application/interview process have or can be fulfilled. Hence, you may expect that during the first three months of employment, your designated supervisor will work closely with you, train you, counsel you, and comment on your performance in order to assist you in meeting the job requirements of your position to your full capacity.

describing the benefits and other terms of employment that are not pertinent here, the document states:

Appellant signed the bottom of the document to indicate that he accepted the offer "as outline[d] above."

According to appellant's amended complaint, a dispute arose in August 1993 between appellant and Lt. Col. Everett Foster of the National Guard. ¹ Appellant had made arrangements for certain video production work to be subcontracted to a company of his choosing. Lt. Col. Foster, however, requested that the work be performed by a company called Video Workshop, at a price of $10,000 to $20,000 more than the company that appellant had selected. Lt. Col. Foster was a former employee of Video Workshop, and allegedly acknowledged that it would be a "conflict of interest" for him to insist that Guild retain Video Workshop. Nonetheless, he stated that Guild's use of Video Workshop was "very important" to him.

Appellant promptly spoke to his supervisor about the situation. He informed his supervisor that Lt. Col. Foster "clearly had a conflict of interest with respect to Video Workshop, that there was no valid performance-related reason for hiring Video Workshop at such an inflated price," and that if Guild On August 27, 1993, Guild terminated McIntyre's employment. ² Guild allegedly explained that it was necessary to fire appellant in order to placate Lt. Col. Foster, who had no confidence in appellant's ability to manage the project. When appellant attempted to defend his position regarding Guild's use of Video Workshop, he was told that "[i]f the government wants to spend more, they can spend more. This is a cost-plus contract." Prior to his termination, appellant had not received any negative comments on his performance from anyone at Guild.

agreed to hire Video Workshop, it might not be able to justify the extra expense. Lt. Col. Foster thereafter let it be known that Video Workshop was the only video production company in which he had confidence. Lt. Col. Foster also indicated that he had previously terminated an entire project because of a "lack of confidence" in the production crew, and stated that he might have similar reservations about Guild unless it decided to use Video Workshop.

As we noted above, appellant's claims were dismissed on Guild's motion to dismiss and Lt. Col. Foster's motion for summary judgment. This appeal followed.

LEGAL ANALYSIS

When reviewing a disposition by motion to dismiss for failure to state a claim, "we must assume the truth of all relevant and material facts that are well pleaded and all inferences which can be reasonably drawn from those pleadings." Sharrow v. State Farm Mut. Ins. Co., 306 Md. 754, 768, 511 A.2d 492 (1986); Baker, Watts, & Co. v. Miles & Stockbridge, 95 Md.App. 145, 186, 620 A.2d 356 (1993). Moreover, we consider the "well-pleaded allegations" in the light most favorable to the non-moving party. Berman v. Karvounis, 308 Md. 259, 264, 518 A.2d 726 (1987). Our task is to determine whether the facts alleged in appellant's complaint are legally sufficient to state a cause of action. See Sharrow, 306 Md. at 768-69, 511 A.2d 492; Briscoe v. Baltimore, 100 Md.App. 124, 128-29, 640 A.2d 226 (1994). We limit our review, however, to specific allegations of fact and the inferences deducible from them, and not "merely conclusory charges." Parker v. The Columbia Bank, 91 Md.App. 346, 351 n. 1, 604 A.2d 521, cert. denied,327 Md. 524, 610 A.2d 796 (1992) (quoting Berman, 308 Md. at 265, 518 A.2d 726).

I

Appellant first contends that the trial court erred when it dismissed his claim for wrongful discharge. His amended complaint states, in part, that appellant was dismissed for acting in furtherance of the public policy underlying the federal False Claims Act, 31 U.S.C. § 3729 (1988 ed.). Appellant further contends that his employment was terminated as retaliation for his exercise of "free speech," and that his termination was contrary to the public policy embodied in the First Amendment and Article 40 of the Maryland Declaration of Rights. We shall address the False Claims Act and First Amendment issues separately.

The False Claims Act

The Court of Appeals first recognized a cause of action for wrongful discharge in Adler v. American Standard Corp., 291 Md. 31, 432 A.2d 464 (1981). Prior to Adler, Maryland strictly adhered to the common law rule that, absent a statutory or contractual obligation to the contrary, an employer may terminate the employment relationship at any time for any reason, or for no reason at all. See, e.g., State Comm'n on Human Rel. v. Amecom Div., 278 Md. 120, 126, 360 A.2d 1 (1976). In Adler, 291 Md. at 46-47, 432 A.2d 464, the Court recognized a "narrow exception" to that rule, and held that an at-will employee who has been discharged in a manner that contravenes public policy may maintain a cause of action for abusive or wrongful discharge against his or her former employer. See also Ewing v. Koppers Co., Inc., 312 Md. 45, 49, 537 A.2d 1173 (1988) (holding that a claim for wrongful discharge may also be asserted by a contractual employee). Subsequent decisions have recognized a claim for abusive discharge only where the discharge violates a "mandate of public policy" that is clearly set forth in the constitution, a statute, or the common law. See Leese v. Baltimore County, 64 Md.App. 442, 468, 497 A.2d 159, cert. denied, 305 Md. 106, 501 A.2d 845 (1985) ("We can conceive of no clearer 'mandate of public policy' than the rights spelled out in the United States Constitution."). See, e.g., Ewing, 312 Md. at 50, 537 A.2d 1173 (employee discharged for exercising statutory rights under workers' compensation statute); Kessler v. Equity Management, Inc., 82 Md.App. 577, 589-90, 572 A.2d 1144 (1990) (employee discharged for refusal to invade a tenant's right to privacy). See also Adler, 291 Md. at 45, 432 A.2d 464 (suggesting that...