Bishop & Associates, LLC v. Ameren Corp.
2017 Mo. LEXIS 257
| Mo. | 2017Background
- B&A, a commercial plumbing LLC (with principal Robert Bishop performing most work), served as an independent contractor for Ameren under a non‑exclusive purchase order that allowed Ameren to cancel at any time with 30 days’ notice.
- B&A performed nearly all its work for Ameren after a 2005 “flex‑time” arrangement; Bishop prepared reports documenting alleged environmental and contamination issues at Ameren facilities.
- Tension developed between Bishop and Ameren supervisors after Bishop pushed concerns and proposed a large multi‑year contract that Ameren rejected; supervisors directed scheduling changes and disapproved of unscheduled maintenance visits.
- Ameren terminated the purchase order in July 2010; B&A thereafter provided Bishop’s report to public authorities and sued Ameren and three supervisors asserting: wrongful discharge in violation of public policy, breach of the implied covenant of good faith and fair dealing, defamation, and tortious interference with a business expectancy.
- The circuit court granted summary judgment for Ameren and the supervisors on all counts; the Missouri Supreme Court reviewed the appeal and affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the tort of wrongful discharge in violation of public policy extends to independent contractors | B&A: the common‑law public policy exception should be extended to independent contractors, especially where the contractor is dependent on a single client and reports public‑safety violations | Ameren: the public‑policy wrongful discharge tort is a narrow exception tied to employer‑employee relations and should not be extended to independent contractors | Court: No extension — Missouri’s public‑policy tort remains limited to employment relationships |
| Whether Ameren breached the implied covenant of good faith and fair dealing by terminating the purchase order | B&A: termination was in bad faith and violated public policy, so it breached the implied covenant | Ameren: the purchase order expressly allowed cancellation for any reason with 30 days’ notice; acting under that clause cannot breach the covenant | Court: No breach — Ameren acted consistently with express contract terms, so no implied‑covenant violation |
| Whether supervisors tortiously interfered with B&A’s business expectancy | B&A: supervisors’ animus and statements show they acted for personal reasons to harm B&A, eliminating justification | Supervisors: actions and statements were in furtherance of Ameren’s corporate interests and/or were privileged; no evidence they acted solely for personal benefit | Court: No tortious interference — plaintiff failed to show supervisors acted out of personal self‑interest or used improper means; justification not negated |
Key Cases Cited
- Fleshner v. Pepose Vision Institute, P.C., 304 S.W.3d 81 (Mo. banc 2010) (adopts Missouri public‑policy wrongful discharge exception to at‑will doctrine)
- Keveney v. Missouri Military Academy, 304 S.W.3d 98 (Mo. banc 2010) (extends wrongful discharge tort to contract employees)
- Farrow v. Saint Francis Medical Center, 407 S.W.3d 579 (Mo. banc 2013) (wrongful discharge tort requires an employer‑employee relationship)
- Arbors at Sugar Creek Homeowners Ass’n v. Jefferson Bank & Trust Co., 464 S.W.3d 177 (Mo. banc 2015) (no breach of implied covenant when defendant acts consistent with express contract terms)
- ITT Commercial Financial Corp. v. Mid‑Am. Marine Supply Corp., 854 S.W.2d 371 (Mo. banc 1993) (standards for summary judgment)
- Rice v. Hodapp, 919 S.W.2d 240 (Mo. banc 1996) (elements of tortious interference with contract/business expectancy)
- Stehno v. Sprint Spectrum, L.P., 186 S.W.3d 247 (Mo. banc 2006) (absence of justification element requires showing interference for personal, not corporate, interests)
- Bishop v. Shelter Mutual Insurance Co., 129 S.W.3d 500 (Mo. Ct. App. 2004) (cannot recast a wrongful discharge claim as a breach of implied covenant to avoid at‑will doctrine)
- Eggleston v. Phillips, 838 S.W.2d 80 (Mo. Ct. App. 1992) (evidence of dislike alone does not establish interference for personal reasons)