*1 HINKEL, Appellant-Plaintiff, Mark & DISTRIBUTION
SATARIA PACKAGING, INC., Ap
pellee-Defendant. 49A04-0908-CV-473. No. of Indiana. Appeals Court 1, 2010. Feb.
Geoffrey Lohman, S. Fillenwarth Den- nerline Groth Towe, & LLP, Indianapolis, IN, Attorney for Appellant. Brian G. Nuedling, Constangy Brooks & Smith, LLP, Milwaukee, WI, Attorney Appellee.
OPINION
VAIDIK, Judge.
Case Summary The appellant, Hinkel, Mark was hired to work for the appellee, Sataria Distribu- tion and Packaging, ("Sataria"). Inc. Hinkel was allegedly promised a year's worth of salary and insurance coverage if he were ever terminated involuntarily, but his written employment contract did not provide for severance pay or post-employ- ment benefits. Hinkel was soon terminat- ed, and he did not receive the severance package he says he promised. Hinkel sued for breach of contract promis- sory estoppel. The trial court entered in favor of Sataria. (1) We hold that Hinkel's written employ- ment contract is a completely integrated agreement which precludes consideration of any prior or contemporaneous promises, (2) to the extent agreements were made after the execution of the written contract, they were not sup- ported by additional consideration, Hinkel is unable to sustain his claim of promissory estoppel. We affirm. Facts and History Procedural Hinkel was employed by Refractory En- gineers, Inc. and Ceramic Technology, Inc. John Jacobs was the owner of Sataria. late August or September 2005, Hinkel may be dispute factual no togeth- working discuss tomet Bushong of law. matter aas determined at Sataria. joba Hinkel offered er. (Ind. 467, 474 Williamson, N.E.24 him, told reservations. *3 * * review of standard 2003). our appeal, On f* Pll that worried "Mark, you are court: the trial of that as same the is work, pay I'll things don't so, and If you? only appropriate is summary judgment your cover salary and (1) year's one you gen nois there shows the evidence where But well. year as for insurance moving and fact material of issue uine you decide clear, should it me make let matter aas judgment to is entitled party your you terminate and you, not for is this Cmty. Corrs. v. Riverside of law. Williams is then employment, own (Ind.Ct.App. 738, 743 N.E.2d 846 Corp., 12-18. App. p. Appellant's off." facts construe We 2006), denied. tran. job following written Hinkel sent later from drawn inferences reasonable and offer: par nonmoving of in favor facts those Mark, Dear order court's the trial appeal, Id. On ty. employ- of offer is written This summary for motion a denying or granting be- described are as terms The ment. of presumption awith is cloaked judgment low: Exch., 789 Ins. v. Erie validity. Sizemore $120,000 Compensation: Annual > . A (Ind.Ct.App.2008). 1038 N.E.2d Facility Belmont Location: . Work po Receiving Team Supervisor Position: Initial go granting order from appealing party 08/19/2005 To be Date: . Start per of determined the burden has guge Paid Vacation: . begins Coverage 09/01/2005 Insurance: . Health g the de that tribunal appellate suading Enrollment pending proper submission 1038-39. at erroneous. cision undisputed return. and sign are Please facts However, where question pure is a presented issue and offer signed Hinkel Ti. Id. at novo. matter de He law, review we employers. of other his from resigned Dep't ex rel. Haute Terre City Crum September Sataria working at began (Ind.Ct. 164, 166 Redev., N.E2d reiter- Hinkel, Jacobs According to 2005. App.2004). in No- again ated 2005. Claim December Contract I. Breach vember employment orally Hinkel, to According Sataria Sataria 2006. January insur- salary involuntarily year's him thereafter. involuntarily of severance weeks six ever Hinkel if he were paid ance for action al- brought any that argues nkel Hi Sataria terminated. es- con- from of contract are barred promises breach leged that claimed He Sataria. rule. against evidence toppel sideration him the owed Sataria that provides rule evidence The for moved Sataria promised. that a contract made have two "[wlhen court trial The judgment. summary which writing to in a it expressed have app now motion. Sataria's granted as the assented they have eals.1 and accurate Decision Discussion understandings antecedent ... of be admitted will negotiations well is judgment summary law The contradicting or varying purpose summary purpose established. Sesco, v. New Dicen writing." 56 is Rule Trial Indiana under judgment Ar- (Ind.2005) (quoting 684, 688 can there about litigation terminate Ind., (Ind. Corbin, N.A., on Contracts thur Linton Corbin 163 n. 7 (2002 removed). 2005) (Boehm, J., (emphasis § reprint)) concurring and dissent presumption that a This rule "effectuates ing) (citing Restatement of Con higher contract is of a subsequent written b). tracts 209 emt. statements, negotia-
nature than earlier addition, tions, agreements by deeming or oral [parol The test of admissibility evidence] expressions merged those earlier is much affected the inherent likeli- docu- superseded by to or hood that who contract under Lord, A. ment." 11 Richard Williston on question the cireumstances in would si- (4th ed.1999) (footnote *4 § 38:1 Contracts multaneously agreement make both the omitted). court, in writing which is before the and the alleged parol agreement. also step applying The first when the point merely is not whether the court is parol determining evidence rule is whether parties convinced that the it before did parties' represents the written contract a this, in fact do but whether reasonable or of their complete partial integration parties naturally so situated would or Restatement agreement. See might obviously normally or do so.... (1981). 209, §§ 210 If the con Contracts majority The vast assessing of courts completely integrated, constituting tract is the admissibility evidence at complete expression a final and the common law apply this test. This test is parties' agreements, prior then evidence of commonly by known the adverbs used contemporaneous or written or oral state it, by apply the courts which might and negotiations operate ments and cannot to test, variously "naturally" called the either add to or contradict the written test, "naturally the normally" the White, Franklin v. contract. 498 N.E.2d test, "ordinarily" any or aof host of (Ind.1986). 161, The preliminary words used the courts to indicate that integration, question either or parties similarly might reason- situated partial, requires the court to hear all rele ably appropriate keep have believed it to evidence, parol vant or written. agreements separate. the two More- writing adopted "Whether a has been as can in the over the test be stated affir- integrated agreement question is a negative; way mative or the either fact to be determined in accordance with Thus, key question is the same. (See- all relevant evidence." Restatement way question to ask is whether ond) §§ of Contracts 209 emt. c. Neverthe nature of the collateral agreement was less, ordinarily question what is a of fact that, it, parties agreed such if the to may question become a law "where the they naturally it in would have included undisputed only single facts are a writing. if way, their Asked inference can be drawn from those facts." have, they they answer is that would Co., Jones v. Ind. Bell Tel. not, they engaged in "unnatural" did (breach 1125, 1127 (Ind.Ct.App.2007) behavior, alleged and evidence of the Ashton, duty); also v. see Hamilton agreement is inadmissible. (Ind.Ct.App.2006) (proxi (foot cause), reh'g, mate on 38:25 Williston Contracts clarified omitted); *5 employment terms of Hinkel's before com- Steward, tract." Hamlin written contract. Jacobs al- pleting their (Ind.Ct.App.1993). "A written legedly promised Hinkel he would agreement may changed by be a subse if year salary receive one and benefits made, quent orally upon a sufficient involuntarily. were ever he consideration." Id. consists Consideration then executed their written promisor of either a benefit to the or a agreement. The written offer employment promisee. detriment to the Id. In other specified compensation, Hinkel's work lo- words, requires bargained- consideration cation, title, date, and the start date A exchange. promise Id. is also valu coverage begin. which insurance his would consideration, mu exchange able It that Hinkel provide did not would re- promises sup tual is consideration which pay following ceive severance or benefits ports modification of a contract. Id. signed termination. Hinkel the letter and Here, promised if Hinkel a sever began working light at Sataria. of all employ ance after the written evidence, the relevant we find as a matter executed, ment contract there is no was of law represented that Hinkel's contract provided evidence that Hinkel additional complete integration em- in exchange promise. consideration for the ployment agreement. allegedly argues agree that he "to package, Hinkel a severance working continue for Sataria" and "to not the written contract enumerates com- voluntarily resign employment." Ap his pensation and insurance while pellant's p. Br. 15. But Hinkel had as saying nothing post-employment salary employment sumed those duties and obli benefits. The offer leaves one term gations original for the consideration to be decided-paid vacation-but the con- agreement. Corp., See Buschman v. ADS tract imports on its face to be a expression (Ind.Ct.App.2008) respect salary with and in- ("Busehman's work at ADS was the con surance. And since a lucrative severance provision sideration for ADS's offer embodied "naturally normally" Second Offer Letter and is not new consid employment included in an its eration."). glaring Any subsequent promise by omission here further supports the sup- conclusion that Hinkel's written respecting contract was ported by an independent, bargained-for the employer made a promise to the em- exchange. Accordingly, Jacobs's alleged ployee, that the employee relied on that promises could not have constituted detriment, to his and that valid modifications of employment promise otherwise fits within the Restate- contract. test for promissory estoppel. reasons, For the foregoing Hinkel has Hinkel claims that Jacobs's severance failed to raise a genuine issue of material promise induced him to leave his previous fact on his claim, breach of contract employers "give] up the security asso the trial court properly granted summary ciated therewith." Appellant's Br. p. 17. judgment in favor of Sataria. But Hinkel provided with a period of Promissory
II. Estoppel Claim employment Sataria, at a substantial sala ry, and six weeks of severance. Hinkel
Hinkel has alleged also prom has not shown an injury so independent issory estoppel as a basis for recovery in and severe that injustice could only case. The doctrine of promissory es- avoided enforcement of toppel provides Jacobs's alleged that a "promise which the promise. Indus., See Whiteco promisor Inc. should v. Ko reasonably expect to in pani, duce action or 845 (Ind.Ct.App. forbearance on the part of 1987). He has promisee or a therefore person third failed to establish a genuine does issue of induce such material action or fact on his forbearance is binding estoppel if injustice theory, can be avoided the trial only by court properly enforcement of the entered promise." Restate *6 in favor of Sataria on 90(1); of this claim Contracts as well. ac cord Jarboe v. Landmark Cmty. Newspa Affirmed. Ind., pers Inc., 118, 644 N.E.2d (Ind.1994). Promissory estoppel permits RILEY, J., concurs. recovery where no contract in fact exists. CRONE, J., dissents with separate Ind. Bureau Ash, Motor Vehicles v. opinion. Inc., 359, 367 (Ind.Ct.App. 2008), reh'g denied. elements CRONE, Judge, dissenting. (1) estoppel are: promise by I respectfully dissent I because disagree (2) promissor; made with expecta with the majority's conclusion that Ja- tion that promisee thereon; will rely promise cobs's oral to Hinkel regarding a (3) which induces reasonable by reliance package severance is "barred from consid- (4) promisee; of a definite and sub eration parol evidence rule." Op. at nature; (5) stantial injustice can be 768. I do so for two reasons. only by avoided enforcement of prom Branch,
ise. Brown v. 48, First, I believe that a genuine issue of (Ind.2001). An employee may invoke the material fact exists regarding whether the doctrine of promissory estoppel in certain parties intended for job Jacobs's written instances. Coutee v. Lafayette Neighbor offer to Hinkel to be completely integrat ed, Servs., hood Hous. i.e., 907, a "final and complete expression of N.E.2d 911 (Ind.Ct.App.2003). so, To do the em parties' agreements[.]1 Id. at 769 ployee must assert added) and demonstrate that (emphasis Although not conclu- majority 1. The concedes that the offer "leaves parties' sentation agreement[.]" of the Op. at one term to be decided" paradoxically but 770. I fail to see how a contract can be concludes that it repre- "constituted a final with document one-page
sive, the offer-a BISHOP, Appellant-Defendant, Erica paying position for a points bullet six contain not year-does $120,000 per is its persuasive More clause. integration OF AUTHORITY The HOUSING terms Hinkel's vacation that statement BEND, Appellee- SOUTH determined, which indicates yet to were Plaintiff. yet reached had not that the to me on the Based on that issue. 71A03-0906-CV-273. No. reasonably could a factfinder foregoing, Indiana. Appeals Court to a akin is more that the offer conclude repre- understanding memorandum 1, 2010. Feb. par- of the only partial sents 24, 2010. Denied March Rehearing therefore agreements, ties' to bar apply rule would evidence re- of Jacobs's consideration package.
garding Second, severance terms contradict vary from or do not package offer, merely cov terms the offer.2 not covered er that which was the offer is such, assuming that even As terms of integrated, completely not be barred v.Malo Gil rule. See evidence man, Ind.App. ("[P n. 5 557 and larol omission supply may admitted *7 Using parol the contract.... the terms of will an omission supply evidence to merely agreement, modify the written it."). Therefore, reverse I would adds to judg summary grant the trial court's remand for in favor of Sataria proceedings. further year's worth of sala- him "a integrated expressly defers if it completely ever if he were ry and insurance particular issue. agreement on a involuntarily[.]" Op. at 767. designated no us contains 2. The record before contradicting assertion trans. denied. absence of an notes see also Steinke v. Sun "[The (1st clause is not conclusive as to Sys., Fin. 121 F.3d gard writing whether intend a to be Cir.1997) ("In determining whether One, completely integrated." integrated, Sees Bank is a court must alleged superseded any alleged prior prom- oral and compare both must determine whether ises. hold that the written contract agreements We the ones to were parties, representation situated a final constituted contract, naturally normally any contempora- parties' agreement, and if it were one in other include the agreements neous oral oral and written alleged If the made. subject to severance are not made as subject relate to the same agreements interpretation. interrelated that matter and are so executed at the same time and would be have may To the extent Jacobs contract, seope same of the subsid- Hinkel a severance after cov- iary agreement must be taken executed, an their written contract was case, writing. In such ered question additional is whether Jacobs's vary, modify supersede or evidence to con promise could have constituted valid in evi- written contract is inadmissible tract modification. "The modification of a omitted)). (citations quotations dence." contract, since it is also a re Here, negotiated Jacobs and Hinkel requisite quires all the elements of con