Wagner v. Glendale Adventist Medical Center

• Court: California Court of Appeals
• Writing for the Court: SPENCER
• Citation: Wagner v. Glendale Adventist Medical Center, 216 Cal.App.3d 1379, 265 Cal.Rptr. 412 (Cal. App. 1989)
• Decision Date: 28 December 1989
• Docket Number: No. B041261,B041261
• Parties: , 115 Lab.Cas. P 56,252 Nancy WAGNER, Plaintiff and Appellant, v. GLENDALE ADVENTIST MEDICAL CENTER, Defendant and Appellant.

Page 412

265 Cal.Rptr. 412

216 Cal.App.3d 1379, 115 Lab.Cas. P 56,252

Nancy WAGNER, Plaintiff and Appellant, v. GLENDALE ADVENTIST MEDICAL CENTER, Defendant and Appellant.

No. B041261.

Court of Appeal, Second District, Division 1, California.

Dec. 28, 1989.

[216 Cal.App.3d 1383] David Romley, Burbank, for plaintiff and appellant.

Proskauer, Rose, Goetz & Mendelsohn, Jeffrey A. Berman, Steven G. Drapkin and Barry B. Kaufman, Los Angeles, for defendant and appellant.

SPENCER, Presiding Justice.

INTRODUCTION

Plaintiff Nancy Wagner appeals from a summary judgment entered in favor of defendant Glendale Adventist Medical Center.

STATEMENT OF FACTS

In 1969, defendant hired plaintiff as a physical therapist to work in the rehabilitation institute. Upon seeking employment with defendant, plaintiff completed and signed an application form which stated in pertinent part: "I understand that if I am employed, ... the employment may be terminated by either party at will upon two weeks' notice to the other." By 1976, plaintiff was a senior physical therapist.

In approximately June 1976, plaintiff was made rehabilitation coordinator of the rehabilitation institute. Thereafter, she received favorable reviews and one commendation for her work. As plaintiff acknowledges, throughout her employment with defendant, the terms and conditions of employment were set forth in a series of employee handbooks. Each of these handbooks contained language stating, "Since employment in this hospital is based on mutual consent, either the employee or the hospital is privileged to terminate employment." By 1983, the language had changed to "terminate the employment relationship at will."

On February 18, 1986, plaintiff received a copy of the most recent employee handbook. It contained the same language referenced above as had the 1983 handbook. Attached to the 1986 handbook was a document entitled "Acknowledgement of Receipt of Employee Handbook." The document read: "I, Nancy Wagner, hereby acknowledge the receipt of the 'Employee Handbook' and realize that it is my responsibility to read it in detail so that I clearly understand the material within. I understand that it is the intent of the 'Employee Handbook' to give me some idea as to the policies and practices to which I will be subject. I further understand that this is not a complete manual. I realize that policies, practices, procedures, rules and regulations, compensation, benefits and insurance information may change from time to time and that this information will be available from my supervisor or the Personnel Department if I have questions. I also understand that employment in this Hospital is based on the mutual consent of the Hospital and the employee and, therefore, either the Hospital or I am privileged to terminate the employment at will." Plaintiff signed this document.

In January 1987, plaintiff was informed the position of rehabilitation coordinator was being eliminated. She was asked to leave immediately. Plaintiff later learned defendant was advertising in the Los Angeles Times for an individual to fill a position which seemed to her to be the same as the one she had held.

CONTENTION

Plaintiff contends the trial court erred in ruling the parol evidence doctrine barred consideration of extrinsic evidence concerning any collateral agreement that she have permanent employment and be terminated only for cause; therefore, there remain triable issues of material fact rendering summary judgment improper. For the reasons set forth below, we disagree.

DISCUSSION

A motion for summary judgment properly is granted where the "affidavits, declarations, admissions, answers to interrogatories, depositions and matter of which judicial notice ... may be taken" in support of and in opposition to the motion "show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." (Code Civ. Proc., § 437c, subds. (b), (c).) The party opposing a summary judgment has the burden of demonstrating that triable issues of material fact exist; unless that burden is met, summary judgment properly is granted. (Los Angeles County-U.S.C. Medical Center v. Superior Court (1984) 155 Cal.App.3d 454, 459, 202 Cal.Rptr. 222.)

Because the summary procedure is drastic, any doubts concerning the propriety of the motion are resolved in favor of the opposing party. (Corwin v. Los Angeles Newspaper Service Bureau, Inc. (1971) 4 Cal.3d 842, 851-852, 94 Cal.Rptr. 785, 484 P.2d 953; Garcia v. Wetzel (1984) 159 Cal.App.3d 1093, 1095, 206 Cal.Rptr 251.) Toward that end, the papers filed on behalf of the moving party are strictly construed while those of the opposing party are liberally construed. (Blair v. Pitchess (1971) 5 Cal.3d 258, 285, 96 Cal.Rptr. 42, 486 P.2d 1242; Hooks v. Southern Cal. Permanente Medical Group (1980) 107 Cal.App.3d 435, 442, 165 Cal.Rptr. 741.) Since the trial court's determination is one of law, based on the papers submitted, the reviewing court makes its own independent determination of the construction and effect of those papers. (Hoffman v. Citadel General Assurance, Ltd. (1987) 194 Cal.App.3d 1356, 1362, 240 Cal.Rptr. 253.)

The parol evidence doctrine prohibits the introduction of extrinsic evidence to vary or contradict the terms of an integrated written instrument. (Code Civ. Proc., § 1856; Masterson v. Sine (1968) 68 Cal.2d 222, 225, 65 Cal.Rptr. 545, 436 P.2d 561; Gerdlund v. Electronic Dispensers International (1987) 190 Cal.App.3d 263, 270, 235 Cal.Rptr. 279.) The doctrine is based on the premise that the written agreement is, in those circumstances, the agreement of the parties. (Ibid.) In other words, the law "presumes a written contract supersedes all prior or contemporaneous oral agreements" (Malmstrom v. Kaiser Aluminum & Chemical Corp. (1986) 187 Cal.App.3d 299, 314, 231 Cal.Rptr. 820, citations omitted) and, where the writing is integrated, the presumption cannot be overcome. An integration may be partial, as well as complete; that is, the parties may intend that a writing finally and completely express certain terms of their agreement rather than the agreement in its entirety. (Masterson, supra, 68 Cal.2d at p. 225, 65 Cal.Rptr. 545, 436 P.2d 561.) The parol evidence doctrine applies equally to the partial integration. (Ibid.) Neither a noncontractual writing, such as a receipt or a mere memorandum, nor an incomplete writing is an integration. (2 Witkin, Cal. Evidence (3d ed. 1986) Documentary Evidence, §§ 973, 974, pp. 919, 920.)

The central question in determining whether there has been an integration, and thus whether the parol evidence doctrine applies, is "whether the parties intended their writing to serve as the exclusive embodiment of their agreement." (Masterson v. Sine, supra, 68 Cal.2d at p. 225, 65 Cal.Rptr. 545, 436 P.2d 561.) The question is one of law for resolution by the court (2 Witkin, op. cit. supra, § 970, p. 917), and thus will be resolved de novo by this court.

The intent of the parties that the written agreement be integrated, i.e., a final and complete expression of one or more terms of an agreement, may be manifested even in the absence of an explicit statement to that effect and without signature. (2 Witkin, op. cit. supra, § 967, p. 915; Rest.2d, Contracts, § 209(1).) Thus, the court may consider evidence of surrounding circumstances and prior negotiations to determine whether the writing was intended as the final and complete expression of the parties' agreement. (2 Witkin, op. cit. supra, § 971, pp. 917-918.) In determining the issue, the court must consider not only whether the written instrument contains an integration clause, but also examine the collateral agreement itself to determine whether it was intended to be a part of the bargain. (Masterson v. Sine, supra, 68 Cal.2d at p. 226, 65 Cal.Rptr. 545, 436 P.2d 561; Gerdlund v. Electronic Dispensers International, supra, 190 Cal.App.3d at pp. 270-271, 235 Cal.Rptr. 279.) However, in determining the issue of integration, the collateral agreement will be examined only insofar as it does not directly contradict an express term of the written agreement; "it cannot reasonably be presumed that the parties intended to integrate two directly contradictory terms in the same agreement." (Id. at p. 271, 235 Cal.Rptr. 279.) In the case of prior or contemporaneous representations, the collateral agreement must be one which might naturally be made as a separate contract, i.e., if in fact agreed upon need not certainly have appeared in writing. (Masterson, supra, at pp. 227-228, 65 Cal.Rptr. 545, 436 P.2d 561.) There are two writings at issue in the instant matter.

On August 4, 1969, plaintiff completed and signed an employment application. It is a preprinted form, two pages in length. While it has spaces for the applicant to indicate "choice of work" and "expected wage," it is not an application for a specific position at an agreed upon wage or salary. On the second page of the application, following a certification paragraph and a paragraph authorizing the release of information to the employer, there is a paragraph in small print, reading in pertinent part: "I understand that if I am employed, it will be for a trial period of three months; that if, in the judgment of the institution, I am unsuitable during this period, the employment may be terminated by the institution without notice; and that, after this period, the employment may be terminated by either party at will upon two weeks' notice to the other." (Emphasis added.) Given the contingent language used, as well as the lack of such essential terms as position and salary, it is clear the employment application is not intended as a full and complete employment contract. In actuality, it is a noncontractual document--a mere solicitation of an offer of employment. As such, it cannot, in and of itself, be an integration. (2 Witkin, op. cit. supra, §§ 973, 974, pp....