OPINION
Thе County of Monroe (“County”) appeals the district court’s denial of its motion for judgment as a matter of law in the action for discharge without just cause brought by its former employee, Donald Mannix. Michigan state law presumes that employment is at will, Mannix’s employment contract expressly provided for employment at will, and numerous County policies stated that employment could be terminated by either party without cause. However, Mannix claimed that he failed to receive, read, or understand any of these statements. Instead, because a County policy he did read set specific levels of discipline for specific infractions, Mannix argued that he had a legitimate expectation of just-cause employment. The court denied the County’s motions to dismiss for failure to state a claim and for summary judgment. A jury rendered a verdict in favor of Mannix and the district court rejected the County’s subsequent motion for judgment as a matter of law. We reverse for several reasons.
I
Mannix accеpted an offer of employment as a network administrator for the County contained in an October 9, 1998 letter. This letter expressly described the position as “an ‘at will’ non-union position.” Man-nix admits reading the letter and understanding all of its content except the term “at will,” which was not defined in the letter. The letter recommended that Man-nix contact the County’s Human Resources Supervisor if he had any questions or concerns, but he did not do so. Instead, Mannix accepted the offer by signing the letter and returning it to the County.
When Mannix began work, he received a copy of the Personnel Policies of Monroe County (“Personnel Policies”), first enacted in 1977 and most recently amended in 1989. The Personnel Policies indicated that “[ajpplicants are to understand that their employment with Monroe County is not for any definite term and may be terminated at any time with or without cause and without advance notice.” The
During the course of Mannix’s employment with the County, the County Board of Cоmmissioners updated its employment policies by means of posting to an internal database. Policy 101, adopted on March 23, 1999, set the procedures for such updates and stated that “[n]o person or representative of the [County, except the County Board of Commissioners] has any authority to enter into any agreement for employment for any specific period of time, or to make any agreement contrary to the provision contained herein.” Policy 423, adopted on the same day as, and pursuant to, Policy 101, was entitled “Separation from Employment” and reiterated that “[e]mployment with the [County] is not for any definite term and may be terminated at any time with or without cause and without advance notice.” Policy 423 also listed specific reasons for termination, but again did not indicate that this list was exhaustive. As a County administrator later testified, both policies were posted to the database in August 1999 and “were put on the computer email system so that all employеes would have access to them at any time.” Mannix admits that he, as network administrator, knew about the posting of the new policies, but denies reading them.
Mannix reported to Jeffrey W. Katke, the Information Systems Director. Katke in turn reported to Charles Londo, the County’s Chief Administrative Officer. While working as a network administrator, Mannix became aware of what he regarded as financial improprieties involving Katke and Londo. In particular, Mannix was concerned that a private company operated by Katke performed work for several local municipalities, and as a favor to Kat-ke was provided with County employees to accomplish some of these tasks. On February 1, 1999, Mannix expressed his concerns about potential conflicts of interests to several County commissioners. Thereafter Mannix’s relationship with Londo and Katke deteriorated. On June 25, Mannix had a private conversation with Londo in which Londo “use[d] very violent language” and “wound up telling [Mannix that] if he found оut who was spreading rumors around the county that he would take them to court and sue them for everything that they had.” This conversation greatly upset Mannix, who was worried not only about lawsuits but also about losing his job. The following week, Man-nix began using his privileges as network administrator to monitor Londo’s email correspondence with Katke, County commissioners, and others. One of the letters from Katke to Londo that Mannix obtained over the following months indicated that Katke wished to fire Mannix. Mannix
On April 4, 2000, Mannix filed a six-count complaint against the County, Kat-ke, and Londo in the United States District Court for the Eastern District of Michigan. In it he claimed that he had been discharged wrongfully, that he had been discharged against public policy, that he could recover under a theory of promissory estoppel, that the defendants had intentionаlly inflicted emotional distress on him, that the defendants had defamed him, and that the defendants had violated the Michigan Whistleblower’s Protection Act. 1 The federal court had diversity jurisdiction because Mannix was a citizen of Ohio, all defendants were either citizens of Michigan or Michigan entities, and the amount in controversy exceeded the jurisdictional amount. The defendants filed a motion to dismiss for failure to state a claim under Fed.R.Civ.P. 12(b)(6) or, in the alternative, for summary judgment under Fed.R.Civ.P. 56. The court granted the motion in рart, dismissing the emotional distress, defamation, and promissory estoppel claims against all defendants and the discharge against public policy claim against the County.
The surviving claims were tried to a jury. At the close of Mannix’s case, the court denied the defendants’ motion for judgment as a matter of law under Fed. R.Civ.P. 50. The jury returned a verdict for Mannix on the wrongful discharge claim and for the defendants on all other claims. While the jury declared all defendants to be liable for the wrongful discharge, it imposed damages in the amount of $80,000 on the County and no damages on Londo and Katke. 2 The court reconciled these apparent inconsistencies by entering judgment for the full amount in favor of Mannix against the County and against Mannix with respect to the other defendants. On November 13, the court denied the County’s renewed motion for judgment as a matter of law. Before this court now is the County’s timely appeal of the denial of this motion.
II
The County appeals the denial of its post-verdict motion for judgment as a mаtter of law. “If during a trial by jury a party has been fully heard on an issue and there is no legally sufficient evidentiary basis for a reasonable jury to find for that party on that issue, the court may determine the issue against that party and may grant a motion for judgment as a matter of law against that party with respect to a claim or defense that cannot under the controlling law be maintained or defeated without a favorable finding on that issue.” Fed.R.Civ.P. 50(a)(1). “In federal court diversity cases, this circuit adheres to the minority rule that state law governs the standard for granting motions for directed verdicts and judgments notwithstanding the verdict.”
J.C. Wyckoff & Assoc. v. Standard Fire Ins. Co.,
Under Michigan law, employment contracts without “distinguishing features or provisions” are “terminable at the will of either party.”
Lynas v. Maxwell Farms,
Mannix was discharged by the County. As the County does not here make the argument that the verdict must be overturned because it had just cause, the wrongful-discharge verdict must be affirmed unless Mannix was an at-will employee. As at-will employment is the default rule under Michigan law and there is no evidence of an express provision creating a just-cause employment relationship, the sole remaining question before this court is whether the County’s statеments created in Mannix a legitimate expectation of just-cause employment.
Toussaint,
Mannix cites no precedent, nor have we discovered any, that an expressly at-will employment relationship may be turned into a just-cause relationship by no more than a legitimate expectation on the part of the employee. In all cases where courts have found a
Toussaint
just-cause relationship created by legitimate expectations, the initial employment contract was silent on the question of whether it could be terminated at will. The
Toussaint
court repeatedly recognized that express at-will contracts would not be affected by its holding. “Employers are most assuredly free to enter into employment contracts terminable at will without assigning cause.”
Toussaint,
Mannix counters this conclusion by contending that his receipt of the Personnel Policies constituted a novation of the employment contract. Mannix rightly
But even if Mannix’s employment contract had been silent on the question whether it created an at-will relationship, there still would not have been a just-cause contract under the
Toussaint
legitimate-expectations test, because the Personnel Policies did not create any such expectations. In general, a jury can find the existence of a legitimate expectation based on the “employer’s written policy statements set forth in the manuаl of personnel policies.”
Toussaint,
Here, Mannix argues that the list of specific offenses and associated levels of disсipline in the Personnel Policies created a legitimate expectation of just-cause employment.
See Murphy v. Birchtree Dental,
This conclusion is strengthened by the fact that the same Personnel Policies explicitly stated that all County employment was terminable at-will by either party.
See Reid,
Mannix attempts to distinguish these binding precedents on the basis that the Personnel Policies failed to state that they did not imply a just-cause employment relationship. But the Personnel Policies go further than the materials considered in our precedents. The Personnel Policies do not merely disclaim an implication of just-cause employment; they expressly state that employment was terminable at will. In law, no document taken as a whole can be construed to imply what it expressly disavows. Mannix also points to the fact that the Personnel Policies merely state that employment may be “terminated at any time with or without cause and without advance notice,” without using the words “at will.” Considering the considerable effort that Mannix expended in an attempt to demonstrate that he did not know what “at will” meant, it is difficult to see what the inclusion of that phrase would have accomplished.
Finally, even if Mannix’s employment contract had not expressly created an at-will relationshiр and the Personnel Policies had not failed to give rise to a legitimate expectation of just-cause employment, Mannix still could not prevail because the County amended its employment policies before his discharge. “[A] company’s written policy statements, which created legitimate expectations in the employee of discharge for cause only, [can] be unilaterally modified by the employer.”
Rowe,
During Highstone’s employment Westin revised its manual .... The revisions to the manual were ... published on-line ... one month before Westin terminated Highstone. At that time, Westin sent an e-mail message to all employees advising them of the changes. Notice was also given during staff meetings, which employees often attend.... The record shows that Westin sent two e-mails notifying its employees of changes to the policy manual and published the manual on-line so all employees could have easy access to the manual. Westin satisfied its burden by reasonably notifying affected employees of the changes to the manual.
We reach the same conclusion here. The County revised its policies more than nine months before Mannix’s termination and posted the revised version at least four months before the termination. These revised policies made clear that County employees could be terminated with or without cause or notice. These revised policies were posted on an internal database available to employees. To spread the word of the revised policies, the County held meetings between department heads and employees and put the policies on the County’s email system. This was reasonable notice.
Mannix responds that he never received actual notice of the revised policies. Under the electronic distribution system, in contrast to the older hard copy distribution of revised policies, no proof of actual receipt was collected. While Mannix, as network administrator, was aware of the existence of the revised policies, he claims not to have read them. This, Mannix argues, creates a genuine issue of fact whether he received actual notice properly to be resolved by the jury and not judges. However,
actual notice
to Mannix, while arguаbly a genuine issue, is not material. The material issue is
reasonable notice
to the workforce in general because a “claim based on legitimate expectations rests on the employer’s promises to the work force in general rather than to an individual employee.”
Nieves,
Ill
Given the express contract, the lack of legitimate expectation of just-cause employment, and the amendment to the employment policy once again disclaiming just-cause employment, “[i]t is difficult to imagine what more the defendant might have done to make it crystal clear to [the plaintiff] that ... employеes are employees ‘at will’ who may be discharged with or without cause.”
Dell v. Montgomery Ward & Co.,
Notes
. Mannix did not raise any constitutional argument, such as those available against state employers under the Due Process Clause.
. The jury appeared to be confused about the legal nature of Mannix's claim. In a note to the district judge, the jury stated that "it was the lack of application of the personnel policies that [it] found in violation of the law.” In general, a violation of personnel policies not contractually agreed to, even if proven and related to a discharge, is not actionable. In cases like the present one the relevant legal question is not whether the policies were abided by, but whether they created a legitimate expectation of just-cause employment.
. Novak is not to the contrary, because the court there found it necessary to inquire into the contractual limitation on modification because the plaintiff argued that there had been an express novation by oral agreement.