Slivinsky v. Watkins-Johnson Co.

• Court: California Court of Appeals
• Writing for the Court: COTTLE; AGLIANO, P.J., and BAMATTRE-MANOUKIAN
• Citation: Slivinsky v. Watkins-Johnson Co., 221 Cal.App.3d 799, 270 Cal.Rptr. 585 (Cal. App. 1990)
• Decision Date: 22 June 1990
• Docket Number: No. H005437,WATKINS-JOHNSON,H005437
• Parties: , 119 Lab.Cas. P 56,643, 5 IER Cases 832 Sandra SLIVINSKY, Plaintiff and Appellant, v.COMPANY, et al., Defendants and Respondents.

Page 585

270 Cal.Rptr. 585

221 Cal.App.3d 799, 119 Lab.Cas. P 56,643, 5 IER Cases 832

Sandra SLIVINSKY, Plaintiff and Appellant, v. WATKINS-JOHNSON COMPANY, et al., Defendants and Respondents.

No. H005437.

Court of Appeal, Sixth District, California.

June 22, 1990.

[221 Cal.App.3d 802] Harold D. Caplener, San Jose, for plaintiff and appellant.

Mark G. Bonino, Robert P. Andris, Redwood City, for defendants and respondents.

COTTLE, Associate Justice.

In this wrongful termination action, the trial court granted defendant employer's motion for summary judgment as to all seven causes of action in plaintiff's complaint. Plaintiff contends that material questions of fact exist as to four causes of action (breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, and invasion of privacy) and consequently the court erred in granting summary judgment. We conclude, as a matter of law, that plaintiff has failed to state any cause of action against her former employer because the parties' written employment contract defines her employment as at-will. Accordingly, we shall affirm.

FACTS

In July 1984 plaintiff Sandra Slivinsky was employed as a technical project engineer with General Electric Company at an annual salary of $39,600. That month, she applied for a job with Watkins-Johnson Company, a large aerospace manufacturer. Directly above the signature line on the application she signed was the statement: "I understand that employment by WATKINS-JOHNSON COMPANY is conditional upon ... execution of an Employee Agreement.... I further understand that if I become employed by Watkins-Johnson Company, there will be no agreement expressed or implied, between the company and me for any specific period of employment, nor for continuing or long term employment."

Over the next several months, according to Watkins-Johnson's "History Record," the company contacted Slivinsky's references, requested her transcripts, and set up a series of interviews. Slivinsky claims that at these interviews she was promised "long term," "indefinite," and "permanent" employment, not subject to business cycles. The company took an offer package to Louis Dombro, Slivinsky's future supervisor, on November 6, 1984, and on November 30, she accepted a position in the Space Support Equipment subdivision of the Space Communication Department. Her anticipated starting date was January 7, 1985, and her initial salary was $45,760 per year.

Since at least early November, Watkins-Johnson had been negotiating a new contract with NASA-Lewis for the development of TWTs (tubes) to be used as telemetry and communications links for the space program. Watkins-Johnson had worked on a number of projects for NASA-Lewis since the mid-1960's, including developing S-Band and X-Band TWTs for use on the Pioneer mission to Jupiter in 1972, the Viking, Voyager, and Helios missions, and the space shuttle program. On December 6, 1984, Dombro noted on page two of a letter to NASA-Lewis that "we have recently hired a materials scientist with a Ph.D from Stanford and broad experience in the nuclear industry. Her name is Dr. Sandra Slavinsky [sic ] and we hope to eventually form a materials group under her guidance. One of her tasks will be to look into the area of pyrolytic graphite and I'm sure that she will be making trips to NASA-Lewis in the near future."

Slivinsky sent a formal letter of acceptance to the company on December 16, 1984, and reported for work, as agreed upon, on January 7, 1985. On that day, she signed the employee agreement which had been referred to in her application to Watkins-Johnson ("I understand that employment by Watkins-Johnson Company is conditional upon ... execution of an Employee Agreement"). The last paragraph of the employee agreement, which was set apart from the body of the document and written in bold type, provided: "Employee acknowledges that there is no agreement, express or implied, between employee and the Company for any specific period of employment, nor for continuing or long-term employment. Employee and the Company each have a right to terminate employment, with or without cause."

As a result of the space shuttle Challenger disaster in January 1986, Watkins-Johnson experienced significant business losses and government contract cancellations. The management decided that a manpower cutback was essential to cope with the loss of business. Ultimately, 26 employees were selected for the Reduction in Force program, including Slivinsky, 14 members of her division, and 4 members of her department. Watkins-Johnson terminated her employment on June 20, 1986.

Slivinsky claims that the reasons given for her termination were pretextual, that the real reason was that Louis Dombro had overrun his department's budget and wanted to reduce costs by firing her, that he disliked her, did not communicate well with her, and was unaware of the Reduction in Force program when he made his decision to terminate her employment.

STANDARD OF REVIEW

Since a summary judgment motion raises only questions of law regarding the construction and effect of the supporting and opposing papers, they are reviewed independently on appeal, applying the same three-step analysis required of the trial court. (AARTS Productions, Inc. v. Crocker National Bank (1986) 179 Cal.App.3d 1061, 1064, 225 Cal.Rptr. 203.) First, we identify the issues framed by the pleadings since the motion and opposition must be addressed to those issues. Second, we determine whether the moving party has met its burden of proof by negating any triable issue of fact as to the opponent's claims or defenses. Third, if the moving party has met its burden of proof, we determine whether the opposing party has demonstrated the existence of a triable, material factual issue. (Ibid.) Any "doubts as to the propriety of granting the motion should be resolved in favor of the party opposing the motion." (Stationers Corp. v. Dun & Bradstreet, Inc. (1965) 62 Cal.2d 412, 417, 42 Cal.Rptr. 449, 398 P.2d 785.)

DISCUSSION

In her first and second causes of action, Slivinsky alleges that Watkins-Johnson breached its employment contract and breached its duty of good faith and fair dealing by terminating her employment "in an arbitrary, pretextual, and improper manner" "without cause and for reasons that have nothing to do with legitimate business justification" in violation of the parties' "express and implied in fact employment agreement" that she "would be able to continue her employment with defendants indefinitely so long as she carried out her duties in a proper and competent manner." She claims that during prehire interviews, she was assured that her employment would be "long-term," "indefinite," and "permanent," independent of business fluctuations, and subject only to termination for cause.

On appeal, Slivinsky claims that the evidence is disputed as to the parameters of the parties' employment agreement--Slivinsky arguing that it includes factors such as the duration of plaintiff's employment, promotions received, lack of criticism, oral assurances of job security and Watkins-Johnson's personnel policies and practices not to terminate employees except for good cause; Watkins-Johnson arguing that it is limited to the parties' express written contract defining the employment as at-will.

The dispositive issue, therefore, is whether we can look beyond the four corners of the parties' written agreements to ascertain the complete agreement of the parties. The answer to that question involves application of the parol evidence rule, a rule of substantive law precluding the introduction of evidence which varies or contradicts the terms of an integrated written instrument. If the parties intended that the Application and Employment Agreement constituted an integration, i.e., the "final expression of their agreement with respect" to grounds for termination, then those agreements "may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement." (Code Civ.Proc., § 1856, subd. (a); (Gerdlund v. Electronic Dispensers International (1987) 190 Cal.App.3d 263, 270, 235 Cal.Rptr. 279.)

Whether the agreement is an integration is a question of law for the judge. (Brawthen v. H & R Block, Inc. (1975) 52 Cal.App.3d 139, 146, 124 Cal.Rptr. 845.) "The court shall determine whether the writing is intended by the parties as a final expression of their agreement with respect to such terms as are included therein...." (Code Civ.Proc., § 1856, subd. (d).) Additionally, "No particular form is required for an integrated agreement." (Rest.2d Contracts, § 209, com. b.) "When only part of the agreement is integrated, the [parol evidence] rule applies to that part...." (Masterson v. Sine (1968) 68 Cal.2d 222, 225, 65 Cal.Rptr. 545, 436 P.2d 561.) "If a writing is deemed integrated, extrinsic evidence is admissible only if it is relevant to prove a meaning to which the language of the instrument is reasonably susceptible. [Citations.]" (Bert G. Gianelli Distributing Co. v. Beck & Co. (1985) 172 Cal.App.3d 1020, 1037, fn. 4, 219 Cal.Rptr. 203.)

Applying these standards, we conclude that the contract was integrated with respect to the grounds for termination. Slivinsky's employment application specifically conditioned employment upon execution of an employee agreement. It further provided that if Slivinsky were to become employed by Watkins-Johnson, there "will be no agreement expressed or implied, between the Company and [Slivinsky] for any specific period of employment, nor for continuing or long...