Tomlinson v. NCR Corp.

• Decision Date: 25 November 2014
• Docket Number: No. 20130195.,20130195.
• Citation: 2014 UT 55,345 P.3d 523
• Court: Utah Supreme Court
• Parties: Mitch TOMLINSON, Appellee, v. NCR CORPORATION, Appellant.

345 P.3d 523

2014 UT 55

Mitch TOMLINSON, Appellee

v.NCR CORPORATION, Appellant.

No. 20130195.

Supreme Court of Utah.

Nov. 25, 2014.

Rehearing Denied Feb. 11, 2015.

Mitch Tomlinson, pro se appellee.

Michael E. Blue, Liesel B. Stevens, Salt Lake City, for appellant.

Justice PARRISH authored the opinion of the Court, in which Chief Justice DURRANT, Associate Chief Justice NEHRING, Justice DURHAM, and Justice LEE joined.

On Certiorari to the Utah Court of Appeals.

Justice PARRISH, opinion of the Court:

INTRODUCTION

¶ 1 Following his termination from NCR Corporation, Appellee Mitch Tomlinson brought suit challenging his termination on a variety of grounds. The district court dismissed most of Mr. Tomlinson's claims pursuant to rule 12(b)(6) of the Utah Rules of Civil Procedure. Two of Mr. Tomlinson's claims survived NCR's motion to dismiss: (1) wrongful termination in breach of an employment contract and (2) breach of the implied covenant of good faith and fair dealing. The district court subsequently granted NCR's motion for summary judgment on both claims, reasoning that Mr. Tomlinson had failed to present any evidence of an employment contract between the parties sufficient to overcome the presumption of at-will employment under Utah law.

¶ 2 Mr. Tomlinson timely appealed. The court of appeals affirmed the rule 12(b)(6) dismissal but reversed the district court's grant of summary judgment. NCR filed a petition for writ of certiorari, which we granted. On certiorari, we examine “[w]hether the court of appeals erred in holding that NCR's Corporate Management Policy Manual could be read to create an implied contract rebutting the presumption that Mr. Tomlinson was an at-will employee and also permitting a claim for breach of the covenant of good faith and fair dealing.”

¶ 3 We reverse the court of appeals because the language contained in NCR's policy manual does not evidence an intent to form an implied-in-fact contract sufficient to overcome the presumption of at-will employment.

BACKGROUND

¶ 4 Mr. Tomlinson was employed by NCR as a customer engineer, a position in which he was responsible for servicing and repairing ATMs at customer locations. NCR terminated Mr. Tomlinson's employment for “failure to properly manage [his] time reporting and improve [his] call management procedures.” At the time of his termination, Mr. Tomlinson had been employed by NCR for approximately ten years.

¶ 5 Mr. Tomlinson, appearing pro se, filed suit against NCR, alleging thirteen causes of action. NCR moved to dismiss eleven of Mr. Tomlinson's claims pursuant to rule 12(b)(6) of the Utah Rules of Civil Procedure. After briefing and a hearing, the district court granted NCR's motion to dismiss. Following the court's order, Mr. Tomlinson's only surviving claims were for wrongful discharge based on an alleged breach of contract and breach of the implied covenant of good faith and fair dealing.

¶ 6 The parties commenced discovery, after which NCR moved for summary judgment on Mr. Tomlinson's remaining claims. The district court granted NCR's motion for summary judgment, and Mr. Tomlinson filed a motion to alter or amend the judgment pursuant to rule 59 of the Utah Rules of Civil Procedure. The court denied Mr. Tomlinson's motion, and he timely appealed.

¶ 7 Before the court of appeals, Mr. Tomlinson argued that the district court erred when it dismissed his claims under rule 12(b)(6) of the Utah Rules of Civil Procedure. Tomlinson v. NCR Corp., 2013 UT App 26, ¶ 5, 296 P.3d 760. He also argued that the district court's grant of summary judgment on his remaining two claims was improper. Id. ¶ 6. Specifically, Mr. Tomlinson argued that NCR's Corporate Management Policy Manual (Manual) created an implied contract that rebutted the presumption of at-will employment under Utah law. Id. ¶ 31.

¶ 8 The court of appeals affirmed the rule 12(b)(6) dismissal of Mr. Tomlinson's claims, but reversed the district court's grant of summary judgment on his claims for wrongful discharge and breach of the implied covenant of good faith and fair dealing. Id. ¶ 47. The court of appeals concluded that Mr. Tomlinson had raised an issue of material fact as to whether NCR intended to limit its right to terminate Mr. Tomlinson at will. Id. ¶ 45. Because the court of appeals concluded that Mr. Tomlinson had raised a factual dispute as to the existence of an implied contract, it also reversed summary judgment on his claim of breach of the implied covenant of good faith and fair dealing. Id. ¶ 46.

¶ 9 We granted certiorari on the issue of “[w]hether the court of appeals erred in holding that [NCR's] Corporate Management Policy Manual could be read to create an implied contract rebutting the presumption that [Mr. Tomlinson] was an at-will employee and also permitting a claim for breach of the covenant of good faith and fair dealing.” We have jurisdiction pursuant to section 78A–3–102(3)(a) of the Utah Code.¹

STANDARD OF REVIEW

¶ 10 On certiorari, “we review the decision of the court of appeals, not the decision of the district court.” Bangerter v. Petty, 2009 UT 67, ¶ 10, 225 P.3d 874 (internal quotation marks omitted). “We review the court of appeals' decision for correctness, with particular attention to whether [it] reviewed the [district] court's decision under the correct standard.” Id. (alterations in original) (internal quotation marks omitted). Summary judgment is appropriate when “there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law.” Utah R. Civ. P. 56(c). We view all of the facts and any reasonable inferences drawn therefrom “in the light most favorable to the nonmoving party.” Massey v. Griffiths, 2007 UT 10, ¶ 8, 152 P.3d 312 (internal quotation marks omitted). But “the district court's legal conclusions and ultimate grant or denial of summary judgment are reviewed for correctness.” Id.

ANALYSIS

I. MR. TOMLINSON FAILED TO OVERCOME THE PRESUMPTION OF AT–WILL EMPLOYMENT

¶ 11 NCR argues that the court of appeals erred when it reversed the district court's grant of summary judgment. The district court granted NCR's motion for summary judgment because Mr. Tomlinson failed to present “evidence that ... the intent of NCR in this case was to enter into an agreement” sufficient to overcome Utah's presumption of at-will employment. An employment relationship for an indefinite term gives rise to a presumption that the employment relationship is at will. Fox v. MCI Commc ' ns Corp., 931 P.2d 857, 859 (Utah 1997) ; Johnson v. Morton Thiokol, Inc., 818 P.2d 997, 1000 (Utah 1991). Such a relationship allows “both the employer and the employee to terminate the employment for any reason and allows the employer to do so without extending any procedural safeguards to an employee.” Fox, 931 P.2d at 859 ; see also Hansen v. Am. Online, Inc., 2004 UT 62, ¶ 7, 96 P.3d 950 (noting that an at-will employment relationship may be terminated by either party “for any reason (or no reason) except where prohibited by law”). But a “plaintiff/employee may overcome this presumption by showing that the parties created an implied-in-fact contract, modifying the employee's at-will status.” Hodgson v. Bunzl Utah, Inc., 844 P.2d 331, 333 (Utah 1992). In the absence of an express employment agreement, the employee bears “the burden of establishing the existence of an implied-in-fact contract provision.” Johnson, 818 P.2d at 1001.

¶ 12 “The existence of such an agreement is a question of fact which turns on the objective manifestations of the parties' intent.... [and] is primarily a jury question.” Id. But we may properly determine the existence of an implied contract as a matter of law if no reasonable jury could find such a contract and if the evidence relied on by the parties presents no triable issues of fact. Cabaness v. Thomas, 2010 UT 23, ¶ 56, 232 P.3d 486. Relevant evidence of the parties' intent may include announced personnel policies, employment manuals, the course of conduct between the parties, and relevant oral representations. Id. ¶ 57; see also Hodgson, 844 P.2d at 333–34 ; Berube v. Fashion Centre, Ltd., 771 P.2d 1033, 1044 (Utah 1989).

¶ 13 Evidence of an implied contract “must meet the requirements for an offer of a unilateral contract.” Johnson, 818 P.2d at 1002. This is because the employer's promise of employment consistent with certain provisions for an indefinite term constitutes the employer's consideration for the contract and the terms of the contract itself. Id. In return, the employee's performance of his job consistent with the promised provisions constitutes the employee's acceptance of the contract terms, as well as his consideration. Id. Accordingly, the employer must communicate a manifestation of intent to the employee that is sufficiently definite to constitute a contract provision. Id.; see also Cabaness, 2010 UT 23, ¶ 55, 232 P.3d 486.

¶ 14 We have consistently held that “an employer's internally adopted policies and procedures concerning discharge can be sufficient evidence to rebut the presumption of at-will employment and can, in effect, become part of the contractual relationship between the employer and the employee.” Caldwell v. Ford, Bacon & Davis Utah, Inc., 777 P.2d 483, 485 (Utah 1989) ; see also Brehany v. Nordstrom, Inc., 812 P.2d 49, 54 (Utah 1991) ; Berube, 771 P.2d at 1044–46. In Caldwell, we recognized that the existence of an internal policy manual detailing procedures required before an employee could be terminated for cause may be sufficient to raise a factual question as to whether the presumption of at-will employment had been rebutted. 777 P.2d at 485–86.

¶ 15 In this case, Mr. Tomlinson points to NCR's Corporate Management Policy Number 422 (Policy 422) and Policy Number 210 (Policy 210) in support of his contention that NCR was required to comply with internal procedures prior to terminating his employment.² Mr. Tomlinson argues that Policy 422 and Policy 210 both evidence NCR's...