Kenneth Bisig v. Time Warner Cable
940 F.3d 205
| 6th Cir. | 2019Background
- Ten former Insight "MDU" sales reps (Plaintiffs) remained employed after Time Warner acquired Insight and claim Time Warner orally promised continued employment and equal-or-better pay.
- Each Plaintiff had electronically acknowledged multiple written at-will disclaimers (including an "Important Notice" and offer letters) before the acquisition.
- In Oct. 2013 Time Warner cut MDU positions, required reapplication, and offered some workers lesser "Sweep" roles; several Plaintiffs quit and sued alleging fraud, negligent misrepresentation, and promissory estoppel.
- At summary judgment the district court ruled for Time Warner; it also sustained Plaintiffs’ objections to a magistrate judge’s denial of sanctions and ordered exclusion of offer letters plus attorneys’ fees for late disclosure.
- The Sixth Circuit affirmed summary judgment (holding the written disclaimers barred reasonable reliance) and reversed the district court’s award of monetary sanctions, holding the magistrate judge had not abused discretion in finding the late disclosure harmless.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Plaintiffs reasonably relied on Time Warner’s oral promises despite prior written at-will disclaimers | Plaintiffs relied on repeated oral assurances at post-acquisition meetings and detrimentally acted by staying/continuing work | Time Warner: Plaintiffs pre-acknowledged written at-will disclaimers that expressly disavowed oral promises; reliance unreasonable as a matter of law | Held: Reliance unreasonable; Rivermont rule bars reliance on oral promises that conflict with prior written disclaimers; fraud and negligent-misrep claims fail |
| Whether fraudulent-omission claim survives given the disclaimers and duty to disclose | Plaintiffs: Time Warner omitted material facts about planned cuts/comp changes that induced action | Time Warner: disclaimers negated any duty and Plaintiffs cannot show partial disclosure creating misleading impression | Held: Claim fails—disclaimers preclude a duty-to-disclose theory and Plaintiffs cannot show the required induction/duty |
| Whether promissory estoppel in Kentucky requires reasonable reliance and, if so, whether Plaintiffs met it | Plaintiffs: reasonable reliance not a required element | Time Warner: Restatement §90 (and Kentucky authorities) require reasonable reliance | Held: Reasonable reliance is a required element under Kentucky law/Restatement; Plaintiffs failed to prove it; promissory estoppel fails |
| Whether the district court properly sustained objections to the magistrate judge’s denial of sanctions and awarded fees for late disclosure of offer letters | Plaintiffs: magistrate ignored the Howe harmlessness factors; exclusion and fees warranted | Time Warner: magistrate applied Howe and disclosure was harmless; district court erred by redoing review de novo and imposing fees | Held: Magistrate judge considered Howe factors and did not abuse discretion; district court erred in de novo review and in awarding monetary sanctions—fees reversed |
Key Cases Cited
- Rivermont Inn, Inc. v. Bass Hotels & Resorts, Inc., 113 S.W.3d 636 (Ky. Ct. App. 2003) (establishes rule forbidding reliance on oral representations that conflict with earlier written disclaimers)
- Flegles, Inc. v. TruServ Corp., 289 S.W.3d 544 (Ky. 2009) (elements of fraudulent misrepresentation under Kentucky law)
- Giddings & Lewis, Inc. v. Industrial Risk Insurers, 348 S.W.3d 729 (Ky. 2011) (distinguishes fraud by omission and lists elements for omission claims)
- Firestone Tire & Rubber Co. v. Meadows, 666 S.W.2d 730 (Ky. 1983) (Kentucky law on at-will employment and narrow public-policy exception)
- Radioshack Corp. v. ComSmart, Inc., 222 S.W.3d 256 (Ky. Ct. App. 2007) (written disclaimers can preclude reliance on oral promises covered by the written agreement)
- Howe v. City of Akron, 801 F.3d 718 (6th Cir. 2015) (five-factor test for harmlessness in untimely-disclosure/Rule 37(c)(1) context)
- Ashland, Inc. v. Oppenheimer & Co., 648 F.3d 461 (6th Cir. 2011) (discusses Kentucky law and certifies uncertainty about promissory-estoppel elements)