672 WDA 2015
Pa. Super. Ct.Aug 16, 2016Background
- Todd Sant, a Virginia corporate controller, accepted an offer from Branding Brand, Inc. to become VP Finance in Pittsburgh and later was promoted to CFO; he signed a written offer letter that explicitly stated employment was at-will.
- Upon accepting the offer, Todd and his wife Susan sold their Virginia home (at below-market price), relocated to Pennsylvania, built a new home, and Todd forfeited about $60,000 in stock vesting from his former employer.
- As CFO, Todd attended a board meeting where CEO Christopher Mason allegedly misrepresented quarterly revenues by backdating sales; Todd knew the statements were false and later informed Branding’s VP of Operational Reporting.
- Shortly after confronting the misrepresentations, Branding terminated Todd without explanation.
- The Sants sued for breach of contract (additional consideration), promissory estoppel, wrongful discharge (public-policy exception), and loss of consortium; the trial court sustained preliminary objections and dismissed the complaint in full.
- On appeal, the Superior Court affirmed dismissal of the contract, promissory estoppel, and loss-of-consortium claims but reversed as to the wrongful-discharge claim and remanded that count for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the at-will presumption is overcome by "additional consideration" | Sant contends relocation, home purchase, and forfeited stock vesting constitute additional consideration creating a definite term or exception to at-will status | Branding points to signed offer letter explicitly stating employment is at-will, negating any presumption or need to apply the exception | Held for Branding: signed at-will offer controls; additional consideration exception inapplicable |
| Whether promissory estoppel saves employment promise | Sant argues reliance on Branding’s representations created enforceable promises despite at-will language | Branding argues the written at-will contract governs and precludes estoppel-based term creation | Held for Branding: estoppel claim fails because it was premised on overturning at-will status the court found in the offer letter |
| Whether wrongful discharge (public-policy exception) was pleaded sufficiently | Sant alleges Todd was fired for refusing to participate in/for reporting criminal fraud (misrepresenting revenues), fitting the public-policy exception | Branding asserts at-will language and challenges sufficiency of pleadings to show discharge for refusing illegal act | Held for Sant on appeal: pleadings, accepted as true, sufficiently allege Todd was discharged for refusing to expose himself to criminal liability; claim survives demurrer |
| Whether loss of consortium claim is permissible | Susan seeks consortium damages tied to Todd’s alleged wrongful discharge and emotional injury | Branding argues tort damages are barred by the gist-of-the-action doctrine or require physical injury | Held for Branding: claim barred by gist-of-the-action doctrine (contractual relationship is the gist), so loss-of-consortium dismissed |
Key Cases Cited
- Price v. Brown, 680 A.2d 1149 (Pa. 1996) (standard of review for demurrers and construing pleadings as true)
- Helpin v. Trustees of the University of Pennsylvania, 969 A.2d 601 (Pa. Super. 2009) (incomplete agreements enforceable if intent to contract and remedy basis exist)
- Braun v. Wal-Mart Stores, Inc., 24 A.3d 875 (Pa. Super. 2011) (disclaimer language preserves at-will employment)
- Hennessy v. Santiago, 708 A.2d 1269 (Pa. Super. 1998) (public-policy exceptions to at-will employment for wrongful discharge)
- The Brickman Group, Ltd. v. CGU Insurance Company, Inc., 865 A.2d 918 (Pa. Super. 2004) (explaining gist-of-the-action doctrine separating contract and tort claims)