Jones v. Unican Ohio, L.L.C.
2022 Ohio 948
| Ohio Ct. App. | 2022Background
- Lynn Jones, age 70 at hiring, signed an August 1, 2012 employment agreement with Envases Universales for a five-year term (with a prospective two-year extension option), salary, and a sales-based bonus; the contract barred assignment without written consent.
- Envases formed Unican Ohio, LLC as a wholly owned U.S. subsidiary; Jones worked for Unican as VP Sales, negotiated RPM business, and was paid under the Envases agreement.
- In March 2017 Jones emailed Isaias Zapata (Envases shareholder and Jones’s supervisor) asking to work two more years for a 0.5% sales bonus; Zapata replied: “Sounds good to me. Count on it.”
- Months later Zapata pressed Jones to retire, set an accelerated retirement date, publicly announced it, and redistributed at least some duties to a substantially younger employee.
- Jones sued Unican for age discrimination, breach of contract (claiming renewal/assumption or a new contract), and promissory estoppel; after Jones’s case-in-chief the trial court granted Unican’s motion for directed verdict on all claims. The Eighth District Court of Appeals affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Age discrimination — direct evidence / prima facie case | Zapata’s age-related remarks and forced retirement show direct discriminatory motive; younger employee assumed duties | Statements required inference; no RIF shown; no proof Jones was replaced by a substantially younger employee for prima facie case | Court: Zapata’s remarks required an inferential leap (not direct evidence); Jones presented only indirect evidence and failed prima facie because no RIF or replacement proof — directed verdict affirmed |
| Breach of contract — renewal/assumption or new contract | March 2017 emails renewed/modified the Envases Agreement or created a new Unican contract | Original contract was with Envases, contained an anti-assignment clause; no written assignment to Unican; March emails too vague to show meeting of the minds | Court: No implied assignment (anti-assignment clause); emails lacked essential, definite terms for an enforceable contract — directed verdict affirmed |
| Promissory estoppel — enforceability of Zapata’s promise | Jones relied on Zapata’s promise and suffered detriment (kept assets, continued work) | Promise was made by an Envases principal (not shown to bind Unican); no proven damages | Court: No evidence the promise was made on behalf of Unican and no proof of damages; promissory estoppel elements not met — directed verdict affirmed |
Key Cases Cited
- McDonnell Douglas Corp. v. Green, 411 U.S. 792 (U.S. 1973) (burden-shifting framework for discrimination claims)
- Barker v. Scovill, Inc., 6 Ohio St.3d 146 (Ohio 1983) (Ohio adoption of McDonnell Douglas framework)
- Plumbers & Steamfitters Joint Apprenticeship Comm. v. Ohio Civ. Rights Comm., 66 Ohio St.2d 192 (Ohio 1981) (Ohio discrimination principles)
- Byrnes v. LCI Communications Holdings Co., 77 Ohio St.3d 125 (Ohio 1996) (requirement of causal nexus for direct evidence)
- Jacklyn v. Schering-Plough Healthcare Prods., 176 F.3d 921 (6th Cir. 1999) (definition of direct evidence of discrimination)
- Sanek v. Duracote Corp., 43 Ohio St.3d 169 (Ohio 1989) (standard for submitting claims to a jury)
- Rulli v. Fan Co., 79 Ohio St.3d 374 (Ohio 1997) (necessity of reasonably certain and clear contract terms)
- Kostelnik v. Helper, 96 Ohio St.3d 1 (Ohio 2002) (elements required for enforceable contract)