Raghavan v. Boeing Co., B175025.

• Decision Date: 31 October 2005
• Docket Number: No. B175025.,B175025.
• Citation: 35 Cal.Rptr.3d 397,133 Cal.App.4th 1120
• Court: California Court of Appeals Court of Appeals
• Parties: Krishnan RAGHAVAN, Plaintiff and Appellant, v. BOEING COMPANY et al., Defendants and Respondents.

35 Cal.Rptr.3d 397

133 Cal.App.4th 1120

Krishnan RAGHAVAN, Plaintiff and Appellant, v. BOEING COMPANY et al., Defendants and Respondents.

No. B175025.

Court of Appeal, Second District, Division 1.

October 31, 2005.

Certified for Partial Publication.^*

Wagner Lautsch, Megan L. Wagner and Donald P. Wagner, Irvine, for Plaintiff and Appellant.

Mitchell, Silberberg & Knupp, Lawrence A. Michaels and Brett Thomas, Los Angeles, for Defendants and Respondents.

MALLANO, Acting P.J.

The summary judgment statute (Code Civ. Proc., § 437c) permits a trial court to summarily adjudicate "one or more causes of action." (Id., subd. (f)(1).) At trial, a "cause of action" that has been summarily adjudicated shall be "deemed to be established," and the case "shall proceed as to the cause or causes of action ... remaining." (Id., subd. (n)(1).) A grant of summary adjudication as to one or more causes of action does not bar other causes of action as to which summary adjudication has been denied. (Id., subd. (n)(2).) And no one may comment on the grant or denial of a summary adjudication motion to a jury. (Id., subd. (n)(3).)

In this action, plaintiff sued his former employer, alleging causes of action for wrongful termination in violation of public policy, defamation, breach of an implied contract, and breach of the covenant of good faith and fair dealing. The employer moved for summary adjudication as to each cause of action. The trial court granted the motion in part, leaving only the wrongful termination cause of action, which was tried to a jury. The trial court, relying on the "undisputed facts" that supported summary adjudication of the defamation cause of action, instructed the jury that certain "facts" were established for purposes of trial.

Plaintiff contends the trial court erred in that regard. We conclude that, because the summary judgment statute expressly limits the effect of summary adjudication on a remaining cause of action, the jury instruction was improper, and the summary adjudication of the defamation cause of action did not restrict the type of evidence plaintiff could introduce in support of the wrongful termination cause of action. Because the jury instruction was prejudicial, we reverse the judgment with respect to that cause of action.

I BACKGROUND

For purposes of our review, we accept as true the following facts and reasonable inferences supported by plaintiff's evidence and defendants' undisputed evidence. (See Jackson v. County of Los Angeles (1997) 60 Cal.App.4th 171, 178-179, 70 Cal.Rptr.2d 96; Lomes v. Hartford Financial Services Group, Inc. (2001) 88 Cal.App.4th 127, 131, 105 Cal.Rptr.2d 471.)

On October 23, 1987, plaintiff Krishnan Raghavan applied for a job at Hughes Space and Communications Company (HSCC). Raghavan signed an employment application that contained a "Pre-Employment Statement," which read: "... If employed by the company, I understand that such employment is subject to ... the policies and regulations of the company.... [¶] ... [¶] I understand that if I am employed by the Company my employment will not be for any specified term and may be terminated by me or by the Company at any time for any reason." Immediately above the Pre-Employment Statement were the words, "(PLEASE READ CAREFULLY BEFORE SIGNING)." (All capitals in original.) Raghavan's signature appeared immediately below the at-will provision.

Raghavan started working for HSCC in April 1988. On April 4, 1988, he signed a "Start Notice," which indicated, among other things, his hourly work week, shift, hire date, start date, benefit date, job classification, base rate, pay rate, supervisor, building, room, and site. The notice also stated: "No promises or commitments have been made to me concerning the length of my employment...."

In October 2000, The Boeing Company (Boeing) bought all issued and outstanding capital stock of HSCC and changed HSCC's corporate name to Boeing Satellite Systems, Inc. (BSS). HSCC, under its new name, continued its daily operations, producing generally the same products with the same employees in generally the same location. Raghavan became an employee of BSS.

In late 2000 and early 2001, the "Boeing Commercial Aircraft Group" (BCAG) was working on a potential sale of aircraft to the Russian airline Aeroflot. As part of the sale, the Russians requested an "industrial offset" — if the Russians bought the aircraft, Boeing would agree to conduct other business with Russian industries. The effort to find additional business was supervised by Don Zinn, the acting vice-president of business development for Boeing's "Space and Communications Group" (S & C).

Zinn was considering a possible satellite deal with the Russians. Raghavan had previous experience in marketing satellites to Russians and was chosen to work on the deal. In mid-April 2001, Zinn told Raghavan to stop all work on the industrial offsets. At his deposition, Raghavan was asked, "Isn't it a fact that at a later point in time, you were given unequivocal instructions by Seal Beach [(Zinn)] to discontinue any efforts to try and assist them in connection with any industrial offset?" Raghavan replied, "[A]t a later time, some time in mid-April, I was — I was — you see you are jumping — let me go back. [¶] ... [¶] At the later stage, yes, I was told that S & C was not interested in the industrial offset." Raghavan was also asked, "Dr. Raghavan, do you recall a conversation between yourself and Mr. Zinn on the telephone during mid-April in which he quote, asked you `to stop exploring the industrial offset possibility,' close quote." Raghavan answered, "Yes, sir, I do." As Zinn testified, "A decision was made to put it all on hold because the deal was falling apart."

Raghavan wrote a memo to himself, dated June 15, 2001, stating: "During mid-April, Don Zinn asked me to stop exploring the industrial offset possibility; accordingly, I stopped work on that & concentrated on the satellite sales, purely as a business case for BSS."

At some point in April 2001, Raghavan's own vice-president, Ronald Maehl, gave him permission to pursue the sale of satellites to the Russians. As Raghavan testified at his deposition: "They said don't worry about industrial offset, if BSS is interested in satellite sales and service business opportunities, transponder sales opportunities, please go ahead and do it, and then I talked to Ron Maehl. [¶] He said, yes. Don't worry about industrial offset, just concentrate on satellite sales and establishing a partnership to — for transponder — owning of transponders and frequencies and service opportunities and exactly that is what I followed."

Raghavan went to Russia in late April. This was his second trip. About a week before the trip, Zinn told Raghavan that there "may be some commercial offset of aircraft here" and gave Raghavan the names of some people to contact to determine whether that was true. But before Raghavan left, Zinn suggested that he not bring up the subject of industrial offsets with the Russians. As Raghavan testified, "Mr. Zinn came back some time later to tell me not to — even before I was going for a second trip to Russia, not to do any discussions with any of the Russian customers on the industrial offset, ... and I just followed his advice."

Raghavan worked with Geoffrey Gibbs, a business development manager, who prepared a written proposal supporting Raghavan's satellite project. According to Maehl's deposition testimony and Raghavan's declaration, Maehl recommended that Raghavan explain the aircraft deal and the industrial offsets "as part of the history of the [satellite] project." Raghavan showed the written proposal to Maehl, who suggested that minor changes be made. Gibbs made the changes.

On May 29, 2001, Raghavan met with senior BSS executives and requested $250,000 to fund market research for a satellite sale to the Russians. His presentation was based on the written proposal. Page 2 of the proposal, entitled, "Background," contained a heading, "Boeing Very Interested in a Potential Sale of 40 Commercial Jets ($4 Billion) to Russia." Under that heading, the proposal stated that Russia "is insisting on about 120% `industrial offset' as a condition for the contract" and that "Satellite investment opportunities, identified by BSS, could eliminate shortfall in the required offset amount." On page 4, under the heading, "Russia Satellites Marketing — Needs/Next Steps," the proposal contained a subheading, "Closure on Offset Criteria for Aircraft Contract." On page 5, under the heading, "Next Steps: The Parallel Paths," the proposal had two columns one read, "Evaluation of Market Potential"; the other read, "Determination of Offset Criteria." The bottom of page 5 contained the notation: "Russian Ventures being evaluated both as stand-alone satellite sales and as tie-in to BCAG efforts. For both timing and strategic reasons, these efforts should proceed simultaneously." Page 6, entitled, "Timeline," stated in part that in June 2001, Boeing should "[c]onduct discussions with [the Russians] regarding offset criteria"; on July 9, 2001, the market research study should be delivered; in July 2001, discussions should be held with "BCAG regarding possible synergy opportunities given market data and offset criteria"; and on August 1, 2001, a decision should be made "whether to allocate initial campaign fund for coordinated BCAG/BSS Russian Campaign."

Randy Brinkley, BSS's president, entered the meeting after it had started. When he saw Raghavan's proposal, he got angry, stopped the presentation and told Raghavan to review the presentation material with Zinn and get Zinn's approval. Thereafter, Brinkley requested that an investigation be conducted to determine whether Raghavan had made any misrepresentations during the presentation.

Alan Roper, BSS's ethics officer, conducted the investigation. Ultimately, BSS issued a written reprimand on July 30, 2001, stating: "Recently a BSS...