Jennings v. SSM Health Care St. Louis, 2011 Mo. App. LEXIS 1695

Background

Dr. Jennings, ER physician and later medical director at St. Joseph’s West, was informed in 2008 that his Emergency Services positions would be outsourced to a third-party vendor and that severance would be offered during the transition.
Jennings remained employed through December 2008 when he was terminated without severance.
On July 27, 2010, Jennings filed a seven-count petition against SSM, alleging breach of employment agreement, severance policies, and various equitable and misrepresentation theories.
The trial court dismissed all counts for failure to state a claim, without specifying prejudice, and the matter appealed.
The appellate court affirmed in part and reversed/remanded in part, addressing the sufficiency of each pleaded claim and the effect of an integration clause and contract formation principles.
The court ultimately held Counts I, II, and VI affirmable, and Counts III, IV, V, VII reversible and remand-able for further proceedings.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Breach of employment agreement incorporation	Jennings contends severance policy was incorporated into the contract.	SSM argues the integration clause merged all prior agreements; Counts I fail.	Count I dismissed; severance absent integration.
Unilateral written severance contract offer	Policy constituted an offer, making acceptance via continued employment enforceable.	Publishing a policy is not an offer; there is no certain obligation.	Count II dismissed; policy not a contractual offer.
Unilateral oral contract formation	Meetings included an oral severance promise accepted by staying through transition.	No valid oral contract due to integration clause.	Count III viable; oral contract enforceable.
Promissory estoppel sufficiency	Oral promise induced Jennings to stay and rely to his detriment.	Reliance not established.	Count IV viable; promissory estoppel stated.
Unjust enrichment viability	Jennings conferred service during transition and foregone other opportunities in reliance on severance.	Severance not a property/benefit conferred to SSM.	Count V viable; unjust enrichment stated.

Key Cases Cited

Nazeri v. Mo. Valley College, 860 S.W.2d 303 (Mo. banc 1993) (pleading standards; broad review of claims under Rule 55.04/55.15)
Keveney v. Mo. Military Acad., 304 S.W.3d 98 (Mo. banc 2010) (elements of breach of contract; integration clause effects)
RLI Ins. Co. v. Southern Union Co., 341 S.W.3d 821 (Mo. App. W.D. 2011) (integration clauses; contract merger presumptions)
Clean Uniform Co. St. Louis v. Magic Touch Cleaning, Inc., 300 S.W.3d 602 (Mo. App. E.D. 2009) (integration clauses and contract finality)
Johnson v. McDonnell Douglas Corp., 745 S.W.2d 661 (Mo. banc 1988) (unilateral offer not a contractual modification)
West Cent. Mo. Regional Lodge No. 50 v. Bd. of Police Comm’rs of Kansas City, 939 S.W.2d 565 (Mo. App. W.D. 1997) (employee manual not a contractual offer; discretion reserved)
Cook v. Coldwell Banker, 967 S.W.2d 654 (Mo. App. E.D. 1998) (unilateral contract acceptance via performance)
Doss v. EPIC Healthcare Mgt. Co., 901 S.W.2d 216 (Mo. App. S.D. 1995) (oral modification not barred by no-oral-mod clause)
Rufkahr Const. Co. v. Weber, 658 S.W.2d 489 (Mo. App. E.D. 1983) (oral modification doctrine)
Misischia v. St. John’s Mercy Med. Ctr., 30 S.W.3d 848 (Mo. App. E.D. 2000) (fraud elements and particularity standards)
Ziglin v. Players MH, L.P., 36 S.W.3d 786 (Mo. App. E.D. 2001) (negligent misrepresentation elements)
Pittman v. City of Columbia, 309 S.W.3d 395 (Mo. App. W.D. 2010) (economic damages and recovery)
Milton v. SSM Health Care St. Louis, 294 S.W.3d 92 (Mo. App. E.D. 2009) (Rule 84.16(b) procedure; noted but not treated as opinion)