Rochlis v. Walt Disney Co.

• Decision Date: 14 September 1993
• Docket Number: No. B066993,B066993
• Citation: 23 Cal.Rptr.2d 793,19 Cal.App.4th 201
• Parties: Jeffrey A. ROCHLIS, Plaintiff and Appellant, v. The WALT DISNEY COMPANY, et al., Defendants and Respondents.
• Court: California Court of Appeals Court of Appeals

Page 793

23 Cal.Rptr.2d 793

19 Cal.App.4th 201

Jeffrey A. ROCHLIS, Plaintiff and Appellant, v. The WALT DISNEY COMPANY, et al., Defendants and Respondents.

No. B066993.

Court of Appeal, Second District, Division 3, California.

Sept. 14, 1993.

As Modified Oct. 6, 1993.

Rintala, Smoot, Jaenicke & Brunswick, William T. Rintala, J. Larson Jaenicke and Sharon Oxborough, Los Angeles, for plaintiff and appellant.

Janofsky, Paul Hastings & Walker, Paul Grossman, William S. Waldo, Paul W. Cane, Jr., and George W. Abele, Los Angeles, for defendants and respondents.

CROSKEY, Associate Justice.

The plaintiff and appellant, Jeffrey A. Rochlis ("Rochlis") appeals from a summary judgment entered against him on his four count first amended complaint. He had sued the defendants and respondents, The Walt Disney Company ("Disney"), Walt Disney Imagineering ("WDI") and Martin A. Sklar ("Sklar") (collectively, the "defendants") for damages arising out of his employment by Disney and WDI and the subsequent termination of that employment in 1989. Rochlis argues that summary judgment was improper because material issues of fact remain to be resolved with respect to each of his four alleged causes of action.

We conclude that the evidentiary showing made by the defendants demonstrated that they were entitled to judgment, as a matter of law, on each of Rochlis's claims. We also reject Rochlis's argument that the trial court improperly shifted to him the burden of providing evidence. We therefore will affirm the judgment.

FACTUAL AND PROCEDURAL BACKGROUND

As this matter comes to us as an appeal from a summary judgment, we examine the facts demonstrated by the admissible evidence submitted by the parties. ¹ The following recitation of the facts is based upon Rochlis's own deposition testimony and documentary evidence about which there is no dispute.

Rochlis went to work for Disney in February 1985 as an assistant to the chairman. In April of that year, he was appointed Senior Vice President of Finance and Administration and given a written contract which provided for a $225,000 annual salary and a three year term. As Rochlis conceded in his deposition, this was an important commitment by Disney which gave him job security. However, he admits also recognizing that neither he nor Disney would have any legal obligation for continued employment after the expiration of that contract.

Sometime prior to October 1987, Rochlis became unhappy with his position as it involved primarily administrative and managerial duties and he desired to become involved in more creative activity. Indeed, he expressed the view to a number of people that he would probably leave Disney when his contract expired if he could not be transferred to a more satisfactory job. ²

Disney, apparently anxious to retain Rochlis, sought to accommodate his desire for a new position and after some discussion offered him a position at WDI. ³ He accepted and, on October 6, 1987, became WDI's executive vice president, its second highest position. While his primary responsibilities were still to be in the area of finance and management, he was told he would have input, although not a decision-making role, in creative matters. ⁴

Apparently, the negotiations of the financial terms for this job were somewhat extended; but at their conclusion in the fall of 1988 it was orally agreed that Rochlis's salary of $225,000 would remain initially but at the end of 1988 it would increase to $250,000. In addition, he would be paid a discretionary bonus and would receive stock options. Disney offered 8,000 options; Rochlis insisted on, and ultimately received, an agreement for 20,000. As to the question of a contract for a term of years, Disney refused; ⁵ however, it was agreed that if Disney terminated the relationship then Rochlis would receive a year's salary as severance pay. ⁶

Frank Wells, the President of Disney who negotiated the agreement with Rochlis, memorialized their agreement in a handwritten note which he gave to Rochlis with an invitation that Rochlis reduce to writing anything he thought appropriate as a further memorial. In neither Mr. Wells' note, nor in the handwritten note Rochlis later delivered to Wells, is there any mention of an agreement that Rochlis would be employed for a term of years. Indeed, it appears that the converse is true. Wells' note clearly specified that there would be "No K"; more to the point, Rochlis later signed the stock option agreement necessary to the vesting of his option rights and its provisions confirm the absence of any term agreement. ⁷

This employment change, unfortunately, did not provide Rochlis with the job satisfaction he was seeking. Apparently, the various projects on which WDI was working were not going well and were, in significant part, behind schedule and over budget. This was evident to Rochlis within a few weeks after he assumed his new duties. For example, by January 1988, he expressed the view in a written memo that Splash Mountain was "a disaster." Indeed, by that time his "understanding was considerably different than what I was led to believe I was going to be doing when I got there."

By January 1988, Rochlis was convinced that, rather than himself, someone with a top construction background was needed by WDI to handle the massive construction projects such as Splash Mountain. Ultimately, Rochlis and Wells concluded that it was necessary to hire a person with such skills and Rochlis was authorized to do so.

In spite of his reservations about his ability to solve WDI's immediate problems Rochlis, in January 1988, felt that his compensation was inadequate for the size of the job and he proposed an increase in his salary from $225,000 to $300,000. While Wells promised to consider the matter, nothing happened for several months. In July 1988, Rochlis reminded Wells of the matter and Wells proposed a one-time $100,000 special bonus but not a salary adjustment. Rochlis rejected this as inadequate. Wells also rejected Rochlis's request that he be given the title as WDI's president. However, as we have already described, there was an ultimate agreement on a salary increase to $250,000 (effective on January 1, 1989), plus a discretionary bonus.

Although no one at Disney had indicated that he might be fired and he had no expectation that he would be discharged, his increasing dissatisfaction with his job and the amount of his compensation led him to the conclusion that he had to leave. On January 27, 1989, he resigned. ⁸ Prior to doing so, he did not seek any other position with Disney. Several months later he entered into negotiations with a company known as King World. These negotiations ultimately resulted in a three year employment contract beginning in February of 1990. The record reflects that the compensation provided for in such agreement was significantly more lucrative than what he had enjoyed at Disney. However, after seven months in that job he resigned from King World, claiming that he had been constructively discharged. He settled the ensuing dispute with King World and then filed this action against the defendants on October 31, 1990.

Rochlis asserted separate claims for breach of contract, fraud, defamation and conspiracy. After a successful demurrer, which resulted in the filing of a first amended complaint on January 30, 1991, defendants filed a motion for summary judgment. On March 10, 1992, that motion was granted. The court concluded that (1) there was no breach of contract because (a) Rochlis was an employee at will by virtue of the stock option agreement he had signed which negated any implied contract and, (b) there was no constructive discharge as a matter of law; (2) the fraud claim was rejected because Rochlis's acceptance of the WDI position did not result in any damage and, in any event, there was no detrimental reliance; (3) the defamation claim failed because the four alleged defamatory statements were not actionable; ⁹ and (4) the conspiracy claim necessarily depended for its validity on the other counts and, since they were rejected, there could be no actionable conspiracy.

After entry of judgment against him, Rochlis filed this timely appeal.

CONTENTION OF THE PARTIES

Rochlis contends that the judgment must be reversed because issues of material fact remain to be resolved as to each of his four causes of action. With respect to the breach of contract claim, Rochlis contends that defendants have not negated every theory on which he might recover; specifically they have failed to prove that (1) he was an employee at will, that (2) he was not constructively discharged or (3) other promises which were made to him were not breached. Similarly, Rochlis argues that defendants failed to negate the fraud element of detrimental reliance or demonstrate that he suffered no damages. Finally, he claims that issues of material fact still remain as to whether he was defamed.

Defendants dispute each of these contentions and argue that the trial court's ruling was correct for the reasons stated.

DISCUSSION

1. Standard of Review

"Summary judgment is properly granted when the evidence in support of the moving party establishes that there is no issue of fact to be tried. (Code Civ.Proc., § 437c; [citations.].) The trial court must decide if a triable issue of fact exists. If none does, and the sole remaining issue is one of law, it is the duty of the trial court to determine the issue of law. [Citation.] [p] Appellate review of summary judgment is limited to the facts contained in the documents presented to the trial court. This court exercises its independent judgment as to the legal effect of the undisputed facts disclosed by the parties' papers. [Citations.] In so doing, we apply the same three-step analysis required of the trial court: We first identify the issues framed by the pleadings, since it is these allegations to which the motion must respond. Secondly, we determine whether the...