Mulvey v. GuideOne Mut. Ins. Co., 98 N.E.3d 926

Background

Mulvey was employed by GuideOne (through GuideOne's acquisition of PSIC) and was terminated on November 29, 2002; he claimed entitlement to severance under GuideOne's posted August 2000 Severance Pay Policy.
The posted policy described eligibility criteria for severance for job eliminations, required execution of a severance agreement and general release before payment, and included a clause that no severance would be paid where an employee "continues to work without interruption for a new employer" after a sale/transfer of assets.
Mulvey did not sign a severance agreement/release because GuideOne never tendered one to him; GuideOne denied severance asserting Mulvey had an opportunity to continue employment with the purchaser (and/or had declined an offer).
Mulvey sued for breach of written contract, unjust enrichment/quasi-contract, and detrimental reliance; parties filed cross-motions for summary judgment and the trial court granted GuideOne summary judgment.
The trial court concluded there was no written contract, quasi-contract/unjust enrichment claims were time-barred, and Ohio does not recognize an independent detrimental reliance claim.
The Tenth District reversed in part: it held the posted policy could form a unilateral contract, Mulvey qualified under its terms, GuideOne never tendered the release (so the release-condition had not matured), and Mulvey was entitled to partial summary judgment on breach of written contract.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the posted severance policy constituted a binding unilateral contract	Mulvey argues the posted policy was an offer he accepted by continuing employment until termination	GuideOne contends the policy was not a binding contract and/or Mulvey failed to satisfy conditions (release)	Court held the posted policy was sufficiently definite to be a unilateral contract and could be accepted by performance
Whether Mulvey met the policy's eligibility criteria	Mulvey asserts he was a "qualifying employee" and the policy did not bar severance for refusing employment with an acquirer	GuideOne asserts Mulvey refused an equivalent offer from the acquirer and thus was ineligible under the policy	Court held Mulvey qualified: the sale/transfer provision only disallows severance where the employee "continues to work without interruption for a new employer," not where an employee declines an acquirer’s offer
Whether execution of the severance agreement/release was a condition precedent barring recovery because Mulvey did not sign	Mulvey argues GuideOne never offered/tendered the severance agreement, so the signing condition never matured	GuideOne argues signing the release was a prerequisite to payment and Mulvey failed to provide required consideration	Court held signing was a condition precedent but GuideOne never tendered the release, so the condition had not arisen and cannot defeat Mulvey's claim
Whether summary judgment was properly granted to GuideOne	Mulvey contends no genuine issue of material fact and he is entitled to judgment as a matter of law on breach	GuideOne contends genuine issues remain and the absence of a signed release precludes recovery	Court reversed the grant for GuideOne and remanded to enter partial summary judgment for Mulvey on breach and compute damages

Key Cases Cited

Tokles & Son, Inc. v. Midwestern Indemn. Co., 65 Ohio St.3d 621 (standards for summary judgment)
Harless v. Willis Day Warehousing Co., 54 Ohio St.2d 64 (summary judgment standard referenced)
Dresher v. Burt, 75 Ohio St.3d 280 (moving party's burden on summary judgment)
Lake Land Emp. Group of Akron, L.L.C. v. Columber, 101 Ohio St.3d 242 (contract elements and enforcement)
Helle v. Landmark, Inc., 15 Ohio App.3d 1 (severance policy as unilateral contract; acceptance by continued performance)
Saunders v. Mortensen, 101 Ohio St.3d 86 (questions of contract existence/meaning are legal issues reviewed de novo)
Alexander v. Buckeye Pipeline Co., 53 Ohio St.2d 241 (contract interpretation — plain language governs)
Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46 Ohio St.3d 51 (when terms are clear, court need not go beyond the language)
Transtar Elec., Inc. v. A.E.M. Elec. Servs., Corp., 140 Ohio St.3d 193 (definition and effect of condition precedent)
Mumaw v. W. & S. Life Ins. Co., 97 Ohio St. (consideration of contracting parties' intent on conditions precedent)