The appellants, the Board of Trustees of Broadlawns Medical Center (BMC), and Williám L. Meyer, the former executive director of BMC, appeal an adverse judgment rendered in favor of a former BMC employee, Quentin H. Hunter, the appellee herein. Hunter alleged that the termination of his employment was in violation of his employment contract with BMC. He further alleged that Meyer tortiously interfered with that contract and directly brought about its wrongful termination. After a jury verdict in favor of Hunter, the district court entered judgment in the amount of $521,462 against the trustees and in the amount of $173,821 against Meyer. Additional counsel for appellants, David L. Brown, joined for post trial and appellаte proceedings. We now affirm the trial court’s decision in all respects.
Hunter was hired by BMC in 1974 by the then-current Executive Director, Charles Ingersoll. From that date until 1977, he served as the Director of the Alcoholism Department. In 1977, he was appointed to the position of Broadlawns Director and Associate Executive Director. As Broad-lawns Director, he reported directly to the Executive Director of the hospital. The position of Associate Executive Director required Hunter to serve as acting Executive Director whenever that need should arise. Except for his first year with BMC, Hunter had no individualized contract of employment.
In 1984, BMC approved and circulated a manual of personnel policies (MPP). Although the manual addresses a variety of personnel matters, the only sections relevant to the instant dispute are sections XIII and XVIII. Section XIII reads, in pertinent part, as follows:
XIII. SEPARATION OF EMPLOYMENT
A. POLICY: BROADLAWNS MEDICAL CENTER STRIVES TO PROVIDE AN ORDERLY EXIT PROCESS FOR EMPLOYEES WHO ARE SEPARATED FROM EMPLOYMENT THROUGH RESIGNATION, RETIREMENT OR WHO ARE DISCHARGED FOR *512 CAUSE. THE EMPLOYEE’S LAST DAY WORKED IS THE EFFECTIVE DATE OF SEPARATION. BROAD-LAWNS MEDICAL CENTER REGRETS THE LOSS OF SERVICES OF AN EMPLOYEE, BUT IT IS UNDERSTANDABLE THAT SEPARATIONS OF EMPLOYEES OCCUR. THE TYPES OF SEPARATIONS ARE:
1. VOLUNTARY RESIGNATION: EMPLOYEE-INITIATED SEPARATION WITH PROPER NOTICE.
2. VOLUNTARY QUIT: EMPLOYEE-INITIATED SEPARATION WITHOUT PROPER NOTICE.
3. RETIRED: AT EMPLOYEE’S OR BROADLAWNS MEDICAL CENTER’S REQUEST.
4. THREE (3) DAY QUIT: EMPLOYEE FAILED TO REPORT TO WORK FOR THREE CONSECUTIVE DAYS WITHOUT NOTIFYING IMMEDIATE SUPERVISOR, THEREFORE, EMPLOYEE IS CONSIDERED TO HAVE ABANDONED POSITION.
5. EXPIRED LEAVE: FAILURE OF EMPLOYEE TO REPORT TO WORK AT THE END OF AN AUTHORIZED UNPAID LEAVE OF ABSENCE.
6. DISCHARGED: BROADLAWNS MEDICAL CENTER INITIATES SEPARATION FOR CAUSE.
7. STAFF REDUCTION: BROAD-LAWNS MEDICAL CENTER INITIATES EMPLOYEE LAY OFF TO REDUCE STAFF WHEN DEEMED NECESSARY.
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B. PROCEDURES:
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7. STAFF REDUCTION: BROAD-LAWNS MEDICAL CENTER MAY AT ITS SOLE DISCRETION LAYOFF AN EMPLOYEE WHENEVER IT IS DEEMED NECESSARY. SEPARATION BY REDUCTION IN FORCE WILL BE ACCOMPLISHED IN A SYSTEMATIC MANNER. (SEE SECTION XVIII. STAFF REDUCTION).
Section XVIII, which is entitled “Staff Reduction — General Policy Statement,” outlines a detailed procedure for determining which employees will be subject to separation as a result of any given staff reduction. The section XVIII procedures include a ranking system, based on performance evaluations and years of service, as well as an in-house appeals process for contesting separation decisions.
The next еvent of significance was the retirement of Charles Ingersoll in 1987. BMC filled the vacant post of executive director by hiring William L. Meyer, one of the appellants, on January 1, 1987. One month after assuming the position of executive director, Meyer terminated Hunter’s employment, purportedly pursuant to a “staff reduction” as described in section XIII A.7 of the MPP. Approximately two months after Hunter’s termination, Meyer created a new position styled “Director of Professional and Support Services” and filled this position with a former coworker from Kansas, Orlin “Chick” Cunningham.
Hunter challenged his discharge of employment by filing suit for breach of contract by BMC and tortious interference with a contractual relationship on the part of Meyer. Prior to trial, both parties moved for summary judgment. The trial judge ruled as a matter of law that the MPP constituted a binding employment contract between BMC and Hunter. The court concluded that the contract limited BMC’s right to terminate an employee to one of the seven events described in section XIII A. of the MPP. The remaining issues — whether BMC breached that contract in terminating Hunter’s employment and whether Meyer tortiously interfered with the contract — were tried before a jury.
In support of his position that BMC breached the employment contract, Hunter offered the testimony of Professor Ira Do-lich, Ph.D, former dean of the Cоllege of Business and Public Administration at Drake University. Professor Dolich opined that Hunter’s former position as Broad-lawn’s Director was not truly eliminated as would be the case with a true “staff reduction.” Instead, Professor Dolich concluded that Hunter’s former position was merely retitled from “Broadlawn’s Director” to “Director of the Division of Professional *513 and Support Services,” a position then held by Meyer’s former coworker from Kansas, Orlin “Chick” Cunningham.
The jury apparently accepted Professor Dolich’s characterization of the facts and, accordingly, rendered a verdict charging BMC with breach of contract. As noted above, a verdict in favor of Hunter was аlso returned on the tortious interference with a contractual relationship claim.
BMC and Meyer seek reversal of the judgments entered against them on the basis of four asserted errors. First, they argue that the question as to whether the MPP constitutes a contract should not have been decided as a matter of law. In a related contention, appellants maintain that, even if the decision was properly decided as a matter of law, the conclusion that the MPP constitutes a contract is erroneous. Second, appellants assert that, if the MPP does give rise to a contract between Hunter and BMC, damages for future wages were not approрriate. In appellants’ third asserted error, they argue that Hunter’s claim for tortious interference with a contractual relationship should fail given that the alleged tortfeasor was an agent of the party in breach; it is also claimed that Hunter’s recovery in the tort action is duplicative of the award given in the breach-of-contract action. Finally, appellants challenge the admissibility of the testimony given by Hunter’s expert witness, Professor Dolich.
Our review of these complaints is for correction of errors at law. Iowa R.App.P. 4. The trial court’s summary judgment ruling that found the MPP to be a contract as a matter of law will be affirmed "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Iowa R. Civ.P. 237(c).
I. Employment Contract.
The central issue presented by this dispute is whether BMC’s issuance of the MPP transformed Hunter’s employment relationship from one that was terminable at will to one that was terminable only for one of the reasons enumerated under section XIII A. of the MPP. That is, was Hunter’s position with BMC secured by contractual obligations and duties as memorialized in the MPP, or did he serve at the pleasure of his employer? To the extent that Hunter’s continued employment at BMC was subject to BMC’s discretion, there would, by definition, be no contractual relationship. See A. Corbin, Contracts § 96, at 417-18 (1950) (where parties agree that performance is terminable at will by either party, the agreement is not a contract at all).
Although the common-law doctrine of employment at will is firmly rooted in Iowa, we have carved out two narrow exceptions.
Fogel v. Trustees of Iowa College,
The situation in which an employer promises not to discharge an employee in the absence of cause, or in the absence of one or more enumerated events, has traditionally been distinguished from the scenario in which the employer makes an offer of “permanent employment.” As we noted in
Albert v. Davenport Osteopathic Hospital,
Arguably, an offer of “permanent employment” should be construed, consistent with the reasonable expectations of the parties, as an offer of employment that is terminable only for cause.
See McBride,
As is true of contract formation in general, the parties to an employment contract must manifest their assent to be bound and do so in a manner that is sufficiently definite to be enforceable.
Fogel,
In the case at hand, Hunter offered a considerable amount of extrinsic evidence in the form of deposition testimony in support of his motion for summary judgment on the issue of whether or not the MPP constitutes an integrated employment agreement. This deposition testimony included statements by Hunter, Broadlawns’ managers — including the former Executive Director, Charles Ingersoll — Broadlawns’ personnel director, Diane Elliott, аnd finally the board of trustees themselves. The testimony indicated that all the parties considered the seven reasons for termination listed in the MPP to be a comprehensive list of the reasons for which job termination is authorized to occur and does occur at BMC. The deponents further indicated that Broadlawns’ employees reasonably expect and understand that their employment will not be terminated for any reason not on the list of seven. In con *515 trast, BMC and Meyer offered no supporting affidavits or deposition testimony concerning the subjective intent of the parties regarding the MPP in support of their resistance to Hunter’s summary judgment motion.
Although BMC did not support its rеsistance to Hunter’s motion for summary judgment with affidavits or deposition excerpts, it did later, in an “offer of proof,” submit affidavits by BMC trustees which indicated that they did not regard the MPP to be a limitation on their discretion to discharge employees at will. It should be noted that this position was in marked contradiction to the position taken by the trustees in the deposition offered by Hunter at the summary judgment proceedings. However, since these affidavits were not submitted until after the trial court’s ruling on the summary judgment motion, they are not properly considered when determining whether the grant of partial summary judgment for Hunter was appropriate.
See
Iowa R.Civ.P. 237(c) (“The adverse party
prior to the day of hearing
may file opposing affidavits.”) (emphasis added);
Stockdale, Inc. v. Baker,
Since BMC and Meyer failed to support their resistance to Hunter’s summary judgment motion with any affidavits, deposition excerpts, or other factual assertions, there was no genuine issue of material fact for a jury to decide, and, therefore, Hunter was entitled to a partial summary judgment as a matter of law. Iowa R.Civ.P. 237(c) (“The judgment sought shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.”);
In re Eickman Estate,
In light of the foregoing, we agree with the trial court that the language used was sufficiently definite to manifest the parties’ assent to an employment contract that is properly terminable only for one or more of the seven enumerated reasons. In addition, although each case involving a personnel manual must ultimately turn on the particular facts and circumstances surrounding its issuance, we are convinced that this interpretation of BMC’s MPP is consistent with the case law in this area. In
Fogel,
we concluded that the policy manual at issue fell short of the definiteness required to constitute an employment contract because the manual explicitly acknowledged the possibility that the employment might be terminated in the absence of cause.
Fogel,
Having found that the MPP gives rise to an employment contract terminable only for one of the seven enumerated reasons, we now consider an asserted error of interpretation. BMC and Meyer contend that section XIII B. 7 of the MPP gives BMC the discretion to decide not only who should be terminated in the event of a staff reduction, but whether the termination itself is part of a staff reduction. In effect, appellants argue that their subjectivе interpretation of the term “staff reduction” should prevail over any interpretation that a court might assign.
It is true that BMC’s duty under the contract to provide employment for Hunter is discharged upon the occurrence of a “staff reduction.” It is also true that BMC retains the managerial discretion to decide whether a staff reduction should be instituted. However, defining the nature of the event described as a staff reduction as well as deciding whether it in fact occurred are clearly matters to be decided in the court system. Restatement (Second) of Contracts § 226 comments a, b (1981) (“Whether the parties have, by their agreement, made an event a condition is determined by the process of interpretation.”). More specifically, the task of interpreting the contractual terms that give rise to the event claimed to justify the termination Hunter’s employment contract.
Young,
The relevant extrinsic evidence came in the form of expert testimony presented by Professor Dolich. He testified as to what parties in the business community typically mean when they use the term “staff reduction”. The professor then applied this understanding of the term to the facts as they were presented to him. Professor Dolich concluded that BMC merely retitled, but did not eliminate, Hunter’s position and that this was not consistent with what the business community would characterize as a “stаff reduction.” The jury apparently chose to accept this characterization of prevailing trade custom as well as his application of that custom to the facts of the instant dispute. The jury’s verdict on the breach-of-contract claim reflects a conclusion that BMC’s duty to perform was not discharged in that a “staff reduction” did not occur. In short, the jury was entitled to find that BMC’s stated reason for discharge — a staff reduction — was pretextuous and thus constituted a breach of contract.
See Cannon,
II. Future Damages.
BMC and Meyer next argue that, even if the MPP gives rise to an employment contract, damages for future wages are not an appropriate remedy for breach of that contract. They contend that our breach-of-employment-contract cases do not contemplate an award of future damages given the potential for mitigation by securing subsequent employment.
*517
In a breach-of-contract suit, the defendant has the burden of proving that plaintiff could have mitigated her loss through a substitute transaction.
Stauter v. Walnut Grove Prods.,
Since the appellants did not plead any mitigating circumstances, they are limited to circumstances shown or growing out of Hunter’s testimony.
DeWaay,
The validity of this conclusion is in no way diminished by the fact that after his discharge, Hunter was able to secure a position as executive director of another health care facility, Harold Hughes Centers, Inc. On the contrary, his six-month stint at Harold Hughes indicates that Hunter “did all that was reasonable to find other employment in order to mitigate damages.”
Stauter,
As a final matter, award of future damages is consistent with both the traditional damage award for breach of contract as well as the award contemplated by our employment contract case law. In
Cannon,
a personnel policy manual case, we apprоved of jury instructions that provided for recovery in the amount plaintiff “would have earned ... had his employment contract not been breached.”
Cannon,
III. Tortious Interference with a Contractual Relationship.
BMC and Meyer raise three alleged errors concerning the trial court’s judgment against Meyer on the tortious interference with a contractual relationship claim. First, it is suggested that, because Meyer was acting as an agent of BMC, he is “effectively” a party to the contract and, as such, cannot be subject to liability in both contract and tort for the same harm claimed in the alleged breach of contract by BMC. Second, appellants contend that Hunter’s failure to show a purpose to injure on the part of Meyer should preclude any recovery for tortious interference with the employment contract. Finally, appellants argue that the sum awarded under the tortious interference claim is duplica- *518 tive of the damage award given for the breach of Hunter’s contract.
It is true that one cannot tortiously interfere with a contract to which one is a party.
Klooster v. North Iowa State Bank,
The record herein discloses a number of uncontroverted facts on which a jury could have concluded that Meyer exceeded his “qualified privilege.” As an initial matter, Meyer and Hunter were originally competitors for the position of Executive Director, which was, of course, ultimately given to Meyer. At Meyer’s welcoming tea, Meyer openly snubbed Hunter in front of his coworkers. Within two weeks after assuming his new position, Meyer decided to terminate Hunter, effective immediately. Meyer testified that he made this decision without considering Hunter’s job performance evaluations and without considering whether Hunter might be appropriate for the “new” position of Director of Professional and Support Services. Meyer offered Hunter no justification for the elimination of his position. In addition, Hunter, an employee of over thirteen years, was not offered any form of staff reception, tea or other form of acknowledgment of his years of service to BMC. Finally, Cunningham, the individual Meyer chose for the “newly” created position of Director of Professional and Supрort Services, tendered his notice of termination at his former job prior to the date Hunter was discharged. These actions, some of which contravene various procedural provisions in the MPP governing staff reductions, are sufficient to support a finding by the trier of fact that Meyer’s discharge of Hunter was not insulated from liability by the qualified privilege normally attaching to action by corporate directors and officers.
Although Hunter need not show Meyer acted with malice,
Edward Vantine Studios v. Fraternal Composite Service,
(a) the nature of the actor’s conduct,
(b) the actor’s motive,
(c) the interests of the other with which the actor’s conduct interferes,
(d) the interests sought to be advanced by the actor,
(e) the social interests in protecting the freedom of action of the actor and the contractual interests of the other,
(f) the proximity or remoteness of the actor’s conduct to the interference and
(g) the relations between the parties.
Restatement (Second) of Torts § 767 (1981). Especially relevant in the case at hand would be any violation of “recognized ethical codes for [this] particular area of business activity or of established customs or practices regarding disapproved actions or methods.... ” Restatement (Second) of Torts § 767 comment c. In addition, the jury is entitled to rely on “its common feel for the state of community mores and for the manner in which they would operate upon the facts [herein].” Id.
The appellants’ final contention apparently arises from the fact that the jury accepted the sum suggested by Hunter’s damage expert as an accurate measure of the total damages sustained by Hunter and then ap *519 portioned seventy-five percent of that sum to the breach-of-contract claim and twenty-five percent to the tort claim. BMC and Meyer argue that this result mandates a conclusion that the award for tortious interference is duplicative of the contractual award.
As a general matter, both the breaching party and the tortfeasor are joint wrongdoers and each is severally liable for the loss. L. Prosser & W. Keeton, Torts § 129, at 1003 (1984) (discussing the tort of interference with a contractual relationship). As a consequence, so long as the sum of the awards under the two causes of action does not exceed the total monetary harm suffered by Hunter, a claim of duplicative damage awards is not tenable. It should be noted, however, that the apportionment of the monetary award between the tort-feasor and the breaching party is a matter thаt must be committed to the sound discretion of the trier of fact. We see no principled way of distinguishing between the harm attributable to the tortfeasor and that attributable to the party in breach.
IV. Expert Testimony.
Hunter offered expert testimony by Professor Ira Dolich for the proposition that his discharge was not part of a bona fide staff reduction. In particular, Professor Dolich concluded that Hunter’s former position was merely retitled and not eliminated as would be expected with a “staff reduction” as that term is understood by reasonable members of the business community.
BMC and Meyer challenge the admission of this expert opinion evidence on the basis of three asserted fоundational deficiencies. They argue that the subject matter did not admit of expert testimony, that the expert was not qualified and, finally, that the factual basis for the opinion was incomplete.
The standard of review for questions of admissibility is quite deferential. Rulings on the admission of expert testimony are for the most part committed to the sound discretion of the trial court.
State v. Halstead,
' Iowa Rule of Evidence 702 provides the proper starting point in deciding whether a particular subject is amenable to expert testimony. Rule 702’s sole limit vis-a-vis subject matter is that the “scientific, technical or other specialized knowledge will
assist
the trier of fact to understand the evidence or to determine a fact in issue.” Iowa R.Evid. 702 (1991) (emphasis added). Necessity is clearly not required. Instead, admission hinges on “a commonsense inquiry whether the untrained layman would be qualified to determine intelligently and to the best possible degree the particular issue without enlightenment from those having a specialized understanding of the subject involved in the dispute.”
M-Z Enter., Inc. v. Hawkeye-Sec. Ins. Co.,
Thе intricacies of corporate organization and hierarchy are sufficiently removed from the experience and knowledge possessed by an “untrained layperson” that expert testimony would surely assist the trier of fact in sifting through the data relating to BMC’s purported reorganization. We believe it is reasonable to assume that expert testimony will assist an untrained layperson in reaching an intelligent resolution of this matter. Consequently, we conclude that the subject matter dealt with herein is not an impediment to the admission of Professor Dolich’s testimony.
Appellants’ second asserted foundational error questions whether Professor Dolich was sufficiently qualified tо render an opinion on the subject of managerial structure. BMC and Meyer contend that, because Professor Dolich’s expertise lies in the area of marketing management, he was *520 not qualified to speak to the issue of corporate structure in general.
Iowa Rule of Evidence 702 requires the witness to be “qualified as an expert by knowledge, skill, experience, training or education.”
Id.
However, the witness need not be a specialist in the particular area of testimony so long as the testimony falls within the witness’ general area of expertise.
State v. Peterson,
Appellants’ final complaint is that Professor Dolich based his opinion on an incomplete assessment of the factual record. In formulating his opinion, Professor Dolich considered organizational charts, job descriptions and a written analysis of the reorganization process at BMC prepared by one of BMC’s employees. BMC and Meyer insist that Professor Dolich studied only a portion of the written analysis — that portion detailing the reorganization process from its inception until one month after Hunter’s discharge — and that this failure to study the entire report should render inadmissible his entire testimony.
Iowa Rule of Evidence 703 is the pertinent authority, and it reads as follows:
The facts or data in the particular case upon which an expert bases an opinion or inference may be those perceived by or made known to him at or before the trial or hearing. If of a type reasonably relied upon by experts in the particular field in forming opinions or inferences upon the subject, the facts or data need not be admissible in evidence. •
Notably, there is no further requirement that the facts or data relied upon be of a certain scope or breadth. Any asserted deficiencies in scope or breadth are considerations that go to the weight of the testimony, not its admissibility. The cases cited by BMC and Meyer for the proposition that there is some additional breadth or scope requirement are not on point.
See, e.g., Hardwick v. Bublitz,
Having found the trial court’s decision to be sound in all respects considered herein, it is affirmed.
AFFIRMED.