Wilder v. Cody Country Chamber of Commerce

• Decision Date: 25 January 1994
• Docket Number: No. 93-22,93-22
• Parties: , 127 Lab.Cas. P 57,634, 9 IER Cases 225 Rick WILDER, Appellant (Plaintiff), v. CODY COUNTRY CHAMBER OF COMMERCE, a Wyoming non-profit corporation, Appellee (Defendant).
• Court: Wyoming Supreme Court

Page 211

868 P.2d 211

62 USLW 2531, 127 Lab.Cas. P 57,634, 9 IER Cases 225

Rick WILDER, Appellant (Plaintiff), v. CODY COUNTRY CHAMBER OF COMMERCE, a Wyoming non-profit corporation, Appellee (Defendant).

No. 93-22.

Supreme Court of Wyoming.

Jan. 25, 1994.

L.B. Cozzens of Crowley, Haughey, Hanson, Toole & Dietrich, Billings, MO, for appellant.

Gary R. Scott of Hirst & Applegate, Cheyenne, for appellee.

Before MACY, C.J., and THOMAS, CARDINE, GOLDEN and TAYLOR, JJ.

TAYLOR, Justice.

Following the termination of his employment, a former executive director of a nonprofit corporation brought this action. In a multi-count complaint, the former executive director alleged breach of contract, bad faith and various tort claims against the corporation. The district court granted summary judgment on all counts in favor of the corporation. The district court found that despite the terms of a letter placing the former executive director on probationary status pending completion of an audit, his employment was "at will" and could be terminated without cause.

We affirm in part, reverse in part and remand.

I. ISSUES

Appellant, the former executive director of the non-profit corporation, presents two issues for review:

A. Are there genuine issues of material fact which preclude summary judgment in favor of the Appellee on any of the claims asserted by the Appellant?

B. Did the trial court abuse its discretion in denying the Appellant's timely motion for leave to amend his complaint?

Appellee, the non-profit corporation, states three issues:

A. Did the Trial Court Err in granting summary judgment for Appellee upon the Appellant's claims for breach of contract, bad faith termination, intentional infliction of emotional harm, negligence, libel and slander, and intentional interference with prospective business relations?

B. Did the Trial Court abuse its discretion in denying Appellant's Motion for Leave to Amend his Complaint?

C. Can this Court properly consider as part of the record the Attorney's Affidavit filed by Appellant?

II. FACTS

In 1986, Rick Wilder (Wilder) closed his real estate brokerage to accept the position of executive director of the Cody Country Chamber of Commerce (Chamber) in Cody, Wyoming. The Chamber is a non-profit corporation controlled by a Board of Directors (Board) and a President who serve for terms of office. Wilder considered his employment to be "permanent" for "as long as I did the work that was required." Wilder commenced his employment without a written contract; however, he maintained that Chamber officials promised, during an annual performance review, to prepare a written agreement similar to the one under which his predecessor had been employed.

As the chief administrator for the Chamber, Wilder's duties required that he supervise the Chamber's staff, including the budget manager. The budget manager's duties involved preparation of monthly financial statements and controlling the accounts receivable and accounts payable transactions of the Chamber. During portions of 1987 and 1988, the budget manager failed to pay certain taxes due to the Internal Revenue Service (IRS). The budget manager claimed that periodic cash flow problems prevented the prompt payment of the taxes and other bills.

In late 1988, an IRS agent notified Wilder of the delinquent taxes. Wilder and the budget manager met with the IRS agent in January of 1989 and agreed to a payment schedule. Wilder did not disclose the financial problem to the Board or to the President.

While Wilder was traveling in March of 1989, the budget manager became ill and other staff members were required to review her files. The review disclosed that numerous checks payable to the Chamber had not been deposited, bills owed by the Chamber were unpaid and taxes were delinquent. The Board learned of the financial problems from members of the Chamber staff.

On March 29, 1989, the Board met with Wilder when he returned to Cody and discussed the Chamber's financial problems. After the meeting, the President presented Wilder with a "memorandum of understanding." Dated March 31, 1989, the memorandum placed limits on Wilder's non-employment related activities. Additionally, the memorandum stated, in pertinent part:

Your status is probationary through July 1, 1989, or upon completion of an audit of the Chamber books, which may be completed sooner than July 1, 1989. Upon completion of the audit, and the opportunity to review it, the Board will evaluate your status and whether or not to offer you continued employment. The Board reserves the right to consider past employment performance, and review will not be limited to your performance during the probationary period. The Board believes that the entire financial and management picture of Chamber operations should be before them prior to a decision regarding your future employment. In other words, the Board wants all the facts before them, and as such the probationary period is in no way to operate as a waiver of the Board's right to consider performance prior to the probationary period. You are an at will employee, and the Board has the right to terminate at any time for any reason, or for no reason at all. However, we insist on knowing all the facts before any action is taken. Again, you serve at the pleasure of the Board.

Additionally, the memorandum required Wilder to spend a minimum of one day per week improving financial oversight at the Chamber and to receive prior approval for all out-of-town travel. Another term of the memorandum deleted a car allowance and insurance coverage from Wilder's compensation package. Despite his belief that he was an employee subject to dismissal only for cause, Wilder signed and accepted the terms of the memorandum of understanding on April 4, 1989.

On April 18, 1989, the Board met with Wilder and the budget manager. Board members inquired about the financial problems at the Chamber and when Wilder learned of the delinquent taxes. At the conclusion of the meeting, the Board informed Wilder that he had the option of resigning his position immediately or being terminated the next day. Wilder resigned. It is undisputed that the audit referred to in the memorandum of understanding with Wilder had not yet been completed.

Following his termination, Wilder attempted to secure other employment in Cody. When Wilder was considered for a position with the Park County Travel Council, the Park County Travel Council was informed by the Chamber President that the Chamber could not work with Wilder. The President suggested that a Chamber employee perform the desired work for the Park County Travel Council instead of Wilder. Later, Wilder also sought employment with the Yellowstone Airport Board and presented a marketing proposal. Again, Chamber officials objected to Wilder's employment. The Chamber presented an unsolicited alternative marketing plan that utilized a Chamber employee's services. The Chamber's plan was implemented.

On October 10, 1991, Wilder filed a complaint seeking compensatory and punitive damages from the Chamber. Wilder based his damage claims on several causes of action including: breach of contract; bad faith termination; negligence; intentional infliction of emotional harm; libel and slander; intentional interference with prospective business relations; and negligent interference with prospective business relations. Subsequently, Wilder withdrew the claim for negligent interference with prospective business relations. The Chamber denied the allegations of the complaint and filed a counterclaim seeking damages for Wilder's negligent breach of his employment duties; breach of his oral, at will, employment contract; and negligent misrepresentation.

On October 26, 1992, the Chamber filed a motion for summary judgment. Three days later, Wilder filed a motion for leave to amend the complaint to bring individual actions against some present and former officers, members of the Board, and employees of the Chamber. Wilder also sought to state additional causes of action against the Chamber, including promissory estoppel, fraud, and negligent misrepresentation.

The district court denied Wilder's motion for leave to amend the complaint and granted summary judgment, on all counts, in favor of the Chamber. Specifically, the district court determined that Wilder was an at will employee at the time of his termination. The district court refused to consider whether Wilder had stated a cause of action for bad faith termination because that action was not recognized in Wyoming. The district court found that the evidence was close, but the Chamber had not intentionally interfered with prospective business relations by performing tasks that other organizations had considered hiring Wilder to do.

Subsequently, the Chamber filed a motion to dismiss the counterclaim against Wilder, without prejudice, which was granted. Wilder filed this appeal to challenge the summary judgment.

III. DISCUSSION

A summary judgment is affirmed when there is no genuine issue of material fact and the moving party is entitled to a judgment as a matter of law. W.R.C.P. 56(c). Summary judgment serves the purpose of eliminating formal trials where only questions of law are involved. Bryant v. Hornbuckle, 728 P.2d 1132, 1135 (Wyo.1986). Summary judgment is inappropriate to resolve factual disputes, so the court does not weigh disputed evidence. Cordova v. Gosar, 719 P.2d 625, 637-38 n. 6 (Wyo.1986) (collecting cases); Territorial Sav. & Loan Ass'n v. Baird, 781 P.2d 452, 456 (Utah App.1989).

At the appellate level, the party who opposed the motion is given the benefit of any reasonable doubt and inferences drawn from the affidavits, depositions, and exhibits presented as underlying facts and are viewed in the light most favorable to that party. Keehn v. Town of Torrington, 834 P.2d 112, 114 (Wyo.1992); Powder River Oil Co. v. Powder River Petroleum Corp., 830 P.2d 403, 406-07 (Wyo.1992); ...