Sagonowsky v. The Andersons, Inc., 2005 Ohio 326 (OH 1/28/2005), Court of Appeals No. L-03-1168.

CourtUnited States State Supreme Court of Ohio
Writing for the CourtKnepper
Citation2005 Ohio 326
PartiesNicholas A. Sagonowski, Appellant, v. The Andersons, Inc., et al., Appellees.
Docket NumberTrial Court No. CI-2000-4826.,Court of Appeals No. L-03-1168.
Decision Date28 January 2005

Page 1

2005 Ohio 326
Nicholas A. Sagonowski, Appellant,
The Andersons, Inc., et al., Appellees.
Court of Appeals No. L-03-1168.
Trial Court No. CI-2000-4826.
Court of Appeals of Ohio, Sixth District, Lucas County.
Decided: January 28, 2005.

Harland M. Britz, for appellant.

Theodore M. Rowen, Anastasia K. Hanson and Elizabeth J. Hall, for appellees.



{¶ 1} On November 7, 2000, appellant, Nicholas A. Sagonowsky, filed suit against The Andersons, Inc. ("Andersons"), Michael Anderson, Joseph Christen, Rasesh Shah, James Roby, Leonard Mahlman, and Bernard Wise. Appellant was hired by Andersons as an Engineering Manager on September 16, 1996. Appellant's employment with Andersons was terminated on June 30, 2000. Appellant alleged that his termination was wrongful and brought the present action against appellees, alleging breach of employment contract, promissory estoppel, lack of good faith and fair dealing, violations of public policy, defamation, defamation per se, interference with an employment

Page 2

contract, conspiracy, intentional infliction of emotional distress, and fraud.

{¶ 2} The trial court granted a motion for partial summary judgment on behalf of Andersons and Shah, on February 28, 2002, regarding appellant's first and second claims for relief, breach of employment contract and promissory estoppel, and denied appellant's cross-motion for summary judgment regarding those claims. On November 20, 2002, the trial court also granted, in part, appellees' second motion for partial summary judgment. The trial court granted summary judgment with respect to all remaining claims, except for appellant's claims of violation of public policy, regarding termination in retaliation for his discussions with counsel, and defamation per se concerning oral and written statements made by appellees about appellant in connection with a company initiated survey. As such, only appellant's claims regarding violation of public policy, defamation per se, and punitive damages remained for trial.

{¶ 3} The trial began on May 19, 2003. At the conclusion of appellant's case, the trial court granted a directed verdict with respect to appellant's claim of violation of public policy and on the defamation claims against Andersons, Michael Anderson, and Wise. The issue of defamation per se with respect to Roby, however, went to the jury. The jury ultimately found in favor of appellee Roby. Appellant appeals the decisions of the trial court granting summary judgment and a directed verdict, and raises the following assignments of error:

{¶ 4} "First Assignment of Error: The trial court erred in granting Defendants' Motion for Partial Summary judgment. February 28, 2000 Opinion.

Page 3

{¶ 5} "Second Assignment of Error: The trial court erred in granting a judgment as a matter of law at the conclusion of plaintiff's case. Trial transcript page 1152.

{¶ 6} "Third Assignment of Error: The trial court in refusing to allow plaintiff to cross-examine defendant Christen on the basis of a prior inconsistent statement made under oath before the Ohio Unemployment Review Commission. Trial Transcript page 803.

{¶ 7} "Fourth Assignment of Error: The trial court erred in granting summary judgment against plaintiff on Count 11 (Fraud), Opinion of November 20, 2002, page 48 et seq."

{¶ 8} Assignment of Error Number One

{¶ 9} Appellant argues in his first assignment of error that the trial court erred in granting Andersons' motion for partial summary judgment, on February 28, 2000, with respect to appellant's claims of breach of employment contract and promissory estoppel. In particular, appellant argues that Andersons created an exception to the employment atwill doctrine by creating an employment contract, through numerous publications, such as the Statement of Principles ("principles"), the Employee Handbook/Manual ("handbook"), the Discipline and Separation General Policy ("disciplinary policy"), and enforceable oral promises. Appellant asserts that Andersons was prohibited from violating this express and implied contract of employment and that Andersons' promises were enforceable pursuant to the doctrine of promissory estoppel.

Page 4

{¶ 10} In its February 28, 2002 decision, the trial court held that the qualified, rather than absolute, aspirational statements in the handbook and principles were not sufficient to create a question of material fact regarding whether there was an implied contract of employment that provided an alternative to the at-will agreement. The trial court also held that the disciplinary policy did not constitute evidence of an implied contract of employment that provided an alternative to the at-will agreement because it was subject to change by management at any time, was not mandatory, but was merely a "guideline," and specifically stated that "[d]epending on the seriousness of the offense, any or all of the steps preliminary to discharge may be skipped." With respect to the oral representations made by Shah and Bethel, the trial court held that their statements "fall short of evidence that raises questions of material fact regarding the terms of an alleged implied contract of employment for plaintiff." Finally, the trial court held that "even if anything defendants initially did or said could reasonably have been understood to guarantee Plaintiff future employment, Plaintiff clearly had indications that Anderson was dissatisfied with his interpersonal communication and leadership skills, which negates any claim that he continued to believe he was promised job security."

{¶ 11} With respect to appellant's claim of promissory estoppel, the trial court held that the alleged statements by Shah and Bethel regarding job security did not rise to the level of clear and unambiguous promises to appellant of job security. Moreover, the trial court found that appellant did not detrimentally rely on appellees' alleged promises

Page 5

because appellant was aware that Andersons perceived that he had performance problems by April 2000 and, therefore, began a job search for employment outside of Andersons.

{¶ 12} We note at the outset that, in reviewing a motion for summary judgment, we must apply the same standard as the trial court. Lorain Natl. Bank v. Saratoga Apts. (1989), 61 Ohio App.3d 127, 129. Summary judgment will be granted when there remains no genuine issue of material fact and, when construing the evidence most strongly in favor of the non-moving party, reasonable minds can only conclude that the moving party is entitled to judgment as a matter of law. Civ.R. 56(C).

{¶ 13} In the absence of a contract which provides for a specific duration of employment, an employee is presumed to be employed at will, terminable at any time with or without cause. Phung v. Waste Mgt., Inc. (1986), 23 Ohio St.3d 100; and Henkel v. Educational Research Council (1976), 45 Ohio St.2d 249, 254-255. There is "a strong presumption in favor of a contract terminable at will unless the terms of the contract or other circumstances clearly manifest the parties' intent to bind each other." Henkel at 255, citing Forrer v. Sears, Roebuck & Co. (1967), 36 Wis.2d 388, 393. There are recognized exceptions to the employment-at-will doctrine, including violation of public policy, express or implied contract, and promissory estoppel. Mers v. Dispatch Printing (1985), 19 Ohio St.3d 100, 103.

{¶ 14} The Ohio Supreme Court in Mers, noted that "[e]mployee handbooks, company policy, and oral representations have been recognized in some situations as comprising components or evidence of the employment contract." Mers at 104, citing

Page 6

Hedrick v. Ctr. for Comprehensive Alcoholism Treatment(1982), 7 Ohio App.3d 211; and Helle v. Landmark, Inc. (1984), 15 Ohio App.3d 1. There is, however, a heavy burden on the party relying on an implied contract to "demonstrate the existence of each element necessary to the formation of a contract including, inter alia, the exchange of bilateral promises, consideration and mutual assent." Bowes v. Toledo Collision — Toledo Mechanical, Inc. (Aug. 18, 2000), 6th Dist. No. L-00-1017, citing Gargasz v. Nordson Corp. (1990), 68 Ohio App.3d 149, 154; and Penwell v. Amherst Hosp. (1992), 84 Ohio App.3d 16, 21. "Generally, where the employee furnishes no consideration other than his or her services incident to the employment, the relationship amounts to an indefinite general hiring terminable at the will of either party unless the terms of the contract or other circumstances clearly manifest the parties' intent to bind each other." Pyle v. Ledex, Inc. (1988), 49 Ohio App. 3d 139, 141, citing Mers, supra.

{¶ 15} Other courts also have held that the terms of an employee handbook, company policy, and oral representations "do not create employee rights which alter the 'termination for any reason' terms for discharge under the at-will situation unless the parties have a 'meeting of the minds' indicating that such items are to be considered valid contracts altering the terms for discharge." Bartlett v. Daniel Drake Memorial Hospital (1991), 75 Ohio App.3d 334, 338, citing Turner v. SPS Technologies, Inc. (June 4, 1987), 8th Dist. No. 51945. See also, Balbach v. Akron Metro. Hous. Auth. (1987), 9th Dist. No. 12292. These courts consider that without a meeting of the minds, personnel manuals and the like "merely constitute unilateral statements of company rules and regulations." Id.

Page 7

Whereas, the Second Appellate District has held that merely the "employee's faithful discharge of duties is the consideration flowing to the employer in exchange for the employer's unilateral promise to comply with its policies." Bidwell v. The Children's Med. Ctr. (Nov. 26, 1997), 2d Dist. No. 16402.

{¶ 16} In this case, the pertinent undisputed facts are as follows. Prior to being hired by Andersons, appellant was an Engineering Specialist with BP Oil in Lima, Ohio. Upon learning the Lima...

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT