482 N.E.2d 969 | Ohio Ct. App. | 1984
Lead Opinion
This case comes on appeal from the Court of Common Pleas of Lucas County.
Plaintiff-appellant, Cora Louise Jones, was employed as a clerk-typist with East Center for Community Mental Health, Inc., appellee herein (hereinafter "East Center"), which discharged appellant in 1981. Appellant thereafter filed a complaint against East Center alleging, inter alia, wrongful discharge. The trial court ultimately granted summary judgment in favor of East Center on the ground that the employment relationship was terminable at will by either party.
Appellant now appeals from the trial court's summary judgment, setting forth the following assignments of error:
"1. The trial court erred in granting defendant's motion for summary judgment because the defendant's personnel practices manual created an enforceable employment agreement between plaintiff and defendant that protected plaintiff from being discharged without just cause.
"2. The trial court erred in granting defendant's motion for summary judgment because the written agreement of the parties * * * created an enforceable employment agreement between plaintiff and defendant that protected plaintiff from being discharged without just cause.
"3. The trial court erred in granting defendant's motion for summary judgment because the defendant's actions in promulgating its personnel practices manual and in entering into its agreement with plaintiff Jones * * * created an estoppel which bars the defendant from now asserting the employment-at-will defense.
"4. The trial court erred in granting defendant's motion for summary judgment because the pleadings and plaintiff's affidavit in opposition to the motion for summary judgment demonstrate that defendant's termination of plaintiff's employment may have been the result of a tortious act by the defendant."
"In the absence of facts and circumstances which indicate that the agreement is for a specific term, an employment contract which provides for *21 an annual rate of compensation, but makes no provision as to the duration of the employment, is not a contract for one year, but is terminable at will by either party."
If the employment relationship is terminable "at will," either party may terminate the relationship for any reason or no reason. See Peterson v. Scott Constr. Co. (1982),
Appellant's first argument is that a personnel manual formulated by East Center, and given to its employees, created an enforceable employment contract. Appellant also contends that a "suspension memo" she was given constitutes a contract. Finally, appellant argues that East Center should be estopped from claiming that her employment was terminable at will.
While the general employment "at-will" rule provides that absent a specific term of employment, the relationship is terminable by either party, the facts and circumstances of a given case may indicate that an enforceable agreement was, nevertheless, entered into by the parties. See Hedrick v. Centerfor Comprehensive Alcoholism Treatment (1982),
The record indicates that the manual was given to appellant after she was hired, and that it was not bargained for in any way. In this regard, we examine whether, under these facts, the necessary element of consideration was present to render enforceable the promises contained in the manual. Elements of consideration necessary to form a binding contract have been defined by one authority as follows:
"(a) The promisee must suffer legal detriment; that is, do or promise to do what he is not legally obligated to do; or refrain from doing or promise to refrain from doing what he is legally privileged to do.
"(b) The detriment must induce the *22 promise. In other words the promisor must have made the promise because he wishes to exchange it at least in part for the detriment to be suffered by the promisee.
"(c) The promise must induce the detriment. This means in effect, as we have already seen, that the promisee must know of the offer and intend to accept" (Footnotes omitted.) Calamari Perillo, supra, at 134.
The record sub judice indicates that appellant did not suffer a legal detriment, in that the promises made by East Center were not made with the expectation of being exchanged for some detriment to appellant. East Center neither requested nor induced any specific detriment to appellant, nor did it request any benefit for itself in exchange for the promises in the manual.
The parties herein agreed that appellant would be employed as a clerk-typist and would be paid at a certain rate. The manual which was thereafter delivered to appellant can be construed as containing promises (or promissory representations) by East Center that it would comply with the manual's provisions. However, appellant gave nothing in return for those promises, and thus she was not bound by the agreement. Accordingly, there is a lack of consideration (or lack of mutuality), which leads the writer of this opinion to conclude that the manual cannot be considered a binding contract. Cf. Opinion by Douglas, J., concurring in judgment only, infra.
The suspension memo, which appellant contends constituted a contract, is not enforceable for the same reasons — lack of consideration and lack of mutuality of obligation.1 Appellant did not give consideration or suffer any legal detriment in exchange for what she characterizes as East Center's promise to discharge her only for "just cause."2 In light of the foregoing reasons, appellant's first and second assignments of error are not well-taken. *23
"§ 90. Promise Reasonably Inducing Action or Forbearance
"(1) A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires."
Applying the doctrine of promissory estoppel to this case, I find that reasonable minds could conclude only that East Center's personnel manual, when coupled with the suspension memo which appellant received, constituted a set of promises (or promissory representations) which East Center should have reasonably expected to induce action or forbearance on appellant's part, and which did so induce action or forbearance. See Blackwell v.Internatl. Union, U.A.W. (1983),
As suggested by the courts in Toussaint v. Blue Cross BlueShield of Michigan (1980),
While the courts in the Day and Toussaint cases, supra, held that an enforceable contract was created by a manual, I conclude, on the present facts, that the necessary elements for an enforceable contract are lacking. However, the elements of promissory estoppel, see 1 Restatement of the Law 2d, Contracts (1981) 242, Section 90, reasonably appear to be supported by the facts of this case.3 In so applying the *24 doctrine of promissory estoppel, I find that the trial court erred in granting summary judgment in favor of East Center.
Promissory estoppel does not necessarily operate as a substitute for consideration, nor does its application create a binding contract where none existed before. Rather, the doctrine is used to avoid injustice, and the remedy granted for breach may be limited as justice requires. Thus, the trial court need only enforce the manual's promises as justice requires. See 1 Restatement of the Law 2d, Contracts (1981) 242, Section 90. See, also, Calamari Perillo, supra, at Sections 6-10 to 6-13. On the specific facts before this court, injustice can be avoided here only by enforcing the promissory representations contained in East Center's manual, to the extent that such promises reasonably intimated that appellant would be terminated only for the reasons stated in the manual. Cf. Blackwell v. Internatl. Union, U.A.W.,supra. Accordingly, appellant's third assignment of error is well-taken.
As to appellant's fourth assignment of error, she has failed to cite any evidence or authority in support of this assignment. See App. R. 12(A). Consequently, the fourth assignment of error is not well-taken.
On consideration whereof, the judgment of the Court of Common Pleas of Lucas County is hereby reversed. This case is remanded for further proceedings consistent with this opinion and, specifically, for application of the doctrine of promissory estoppel as herein specified. Costs to abide final determination.
Judgment reversed.
DOUGLAS, J, concurs in judgment only.
HANDWORK, J., dissents.
"It is agreed by Cora Jones and the East Center that occurence [sic] of any of the following will result in immediate termination of employment:
"1. Unauthorized contacts to outside organizations by Cora Jones (this includes phone and/or written)[.]
"2. Negligence [sic] of duty.
"3. Any act of insubordination.
"4. Threatening or intimidating and coercing fellow employees or supervisor."
Concurrence Opinion
I concur in judgment only so that a majority decision in favor of the appellant can be reached in this case.
Considering the employment-at-will doctrine, I am constrained to view the same as an anachronism in today's peripatetic society. Prospective employees often travel great distances and make substantial sacrifices in response to employers' offers of employment opportunities. In most instances, the employer endeavors to make itself attractive to the prospective employee and, understandably, the employment-at-will doctrine remains unmentioned and is often unknown to both parties. In order to maintain an efficient and loyal work force, the employer usually finds it necessary to establish personnel policies and to consistently and fairly administer the same. Personnel policies and employment manuals typically become an inextricable part of the employment relationship and are relied upon both by the employer and the employee to their mutual benefit. Consideration flows in both directions in such a situation as the policies bring order and predictability to the workplace and greatly benefit both parties.
Turning to the facts of the case at bar, I find that the personnel manual and the suspension memo, coupled with appellant's reliance and continued employment, created an enforceable contract. I would adopt the reasoning of the Day decision, supra, and the Toussaint decision, supra, as I find those cases to be well-reasoned and logical *25 decisions under the facts presented. In light of the decision inDay, supra, and the decision herein which reaches a different result (the Day court held that the manual created an enforceable contract), I would certify the instant case to the Supreme Court for review and final judgment. The importance of the issues involved and the uncertain nature of the current law in this area cry out for a guiding light from our Supreme Court. Accordingly, I concur so that this court may reach a majority decision, but would go further and hold that an enforceable contract was created under the facts of the instant case.