A terminated security officer filed this action seeking damages from her former employer for breach of contract and tortious conduct. The security officer claims her former employer breached an implied in fact contract of employment by terminating her without following disciplinary procedures contained in an employee handbook. The district court granted summary judgment in favor of the former employer.
We affirm.
I. ISSUES
Appellant frames two issues:
A. SUMMARY JUDGMENT QUESTION
Did the trial court err in granting summary judgment by failure to apply the correct standards for determination of summary judgment and by the finding that there were no issues of material fact?
B. EMPLOYMENT CONTRACT QUESTION
Did the trial court err in granting summary judgment by finding that there was no binding labor contract established between the parties by the terms of the Wackenhut Security Officer Handbook?
II. FACTS
The Wackenhut Corporation (Wackenhut) employed Donna Lincoln (Lincoln) as a security officer. Wackenhut provided security services, under contract, to various corporations. In June of 1983, Wackenhut assigned Lincoln to work at the Amoco Oil Company Refinery (Amoco) in Natrona County, Wyoming. As a Wackenhut employee, Lincoln was required to follow a “chain of command” to address security problems or work-related incidents at Amoco. The “chain of command” required information to be presented to a list of Wackenhut supervisors. Only in the event of “an immediate problem during nights and weekends * * * ” was a Wacken-hut security officer permitted to contact an Amoco supervisor directly.
On March 25, 1991, Wackenhut suspended Lincoln’s employment. Amoco’s Security Supervisor had requested Lincoln be replaced because of unsatisfactory performance. Four days later, Wackenhut terminated Lincoln. Wackenhut said the termination followed repeated violations of the “chain of command” policy.
After her termination, Lincoln filed this action in district court seeking damages from Wackenhut for breach of her employment contract, breach of the implied covenant of good faith and fair dealing, and negligence. Lincoln averred that under terms of the Wackenhut Security Officer Handbook (hereinafter Wackenhut handbook), Wackenhut had failed to follow its discipline procedure. Lincoln also maintained that she was terminated without specific charges of misconduct.
Wackenhut answered that, despite the fact Lincoln was terminated for cause, she was at all times an employee at will who could be terminated at any time, for any reason or for no reason. After more than a year of discovery proceedings, Wackenhut filed a motion for summary judgment. Wackenhut claimed that the Wackenhut handbook contained a conspicuous disclaimer provision which preserved employment at will.
The district court granted summary judgment in favor of Wackenhut. The district court ruled that the Wackenhut handbook disclaimer was conspicuous as a matter of law. Prior to the district court’s decision, Lincoln voluntarily dismissed her cause of action for breach of the implied covenant of good faith and fair dealing. This appeal followed.
III.DISCUSSION
This court will affirm a summary judgment when there is no genuine issue of material fact and the moving party is entitled to a judgment as a matter of law. W.R.C.P. 56(c). “An issue of material fact exists when a disputed fact, if proven, would have the
In Wyoming, employment at will permits either party to terminate a contract of employment, which is for an indefinite duration, at any time, for any reason or for no reason at all.
Wilder v. Cody Country Chamber of Commerce,
— P.2d —, —, slip op. at 6 (Wyo.1994) (No. 93-22, decided 1/25/94);
Lankford v. True Ranches, Inc.,
Employers do have a means to avoid formation of an implied in fact contract of employment while still presenting the employee with useful information about required performance on the job. The employment at will presumption of Wyoming law may be sustained when unambiguous language disclaiming the formation of a contract is sufficiently conspicuous and present in documents that would otherwise comprise terms of an implied in fact contract of employment.
Sanchez,
When properly drafted, a sufficient disclaimer constitutes an express statement in the employment application and subsequent relevant documents, such as an employee handbook, that places the employee on notice that general statements or conduct do not promise employment security and are not to be relied upon by the employee. 1 Henry H. Perritt, Jr.,
Employee Dismissal Law And Practice
§ 4.25 at 310 (3rd ed. 1992). A conspicuous and unambiguous disclaimer would then make any reliance on the subsequent statements of the employer unreasonable.
Jones v. Central Peninsula General Hosp.,
In
McDonald II,
Specifically, the
McDonald II
court pointed to deficiencies of the disclaimer in the employee handbook. Three factors were used to test both the conspicuous presence of the language and the unambiguous meaning of the language. First, the prominence of the text of the disclaimer was examined. The court concluded the text of the disclaimer was not set off such as by the use of a border or larger, contrasting print and it was not capitalized.
Id.
Second, the placement
Similarly, in
Sanchez,
Applying the teachings of McDonald II and Sanchez, the summary judgment in favor of Wackenhut on the breach of contract claim will be affirmed if we determine, as a matter of law, that the language of the Wack-enhut handbook provision disclaiming the formation of any implied in fact contract of employment is sufficiently conspicuous and unambiguous to preserve an employment at will relationship.
Lincoln does not contend that she was hired as other than an employee at will. Instead, she argues that the discipline procedure of the Wackenhut handbook constituted a term of an implied in fact contract of employment which modified her at will status to that of an employee subject to termination for cause only and with certain procedural rights. However, if the Wackenhut handbook disclaimer is conspicuous and unambiguous as a matter of law, then it would constitute an effective notice to Lincoln that Wack-enhut did not promise to abide by the discipline procedure in terminating at will employees and any reliance would have been unreasonable.
The Wackenhut handbook contains the following language:
WACKENHUT
SECURITY OFFICER HANDBOOK
THIS HANDBOOK IS INTENDED AS A GUIDE FOR THE EFFICIENT AND PROFESSIONAL PERFORMANCE OF YOUR JOB. NOTHING HEREIN CONTAINED SHALL BE CONSTRUED TO BE A CONTRACT BETWEEN THE EMPLOYER AND THE EMPLOYEE. ADDITIONALLY, THIS HANDBOOK IS NOT TO BE CONSTRUED BY ANY EMPLOYEE AS CONTAINING BINDING TERMS AND CONDITIONS OF EMPLOYMENT. THE COMPANY RETAINS THE ABSOLUTE RIGHT TO TERMINATE ANY EMPLOYEE, AT ANY TIME, WITH OR WITHOUT GOOD CAUSE. MANAGEMENT RETAINS THE RIGHT TO CHANGE THE CONTENTS OF THIS HANDBOOK AS IT DEEMS NECESSARY, WITH OR WITHOUT NOTICE.
The application of the factors identified in
McDonald II
to the language of the Wacken-hut handbook reveals that this disclaimer is conspicuous and unambiguous as a matter of law.
McDonald II,
First, the text of the disclaimer is prominent. The lettering is approximately twice the size of the lettering used for the remaining text in the Wackenhut handbook. The lettering is also in bold print and it is capitalized.
Second, the placement of the disclaimer is such that a reasonable person ought to notice it. The disclaimer is contained on the
Third, the language disclaiming the formation OF ANY IMPLIED IN FACT CONTRACT OF EMPLOYMENT IS SUFFICIENTLY UNAMBIGUOUS TO CONSTITUTE AN EFFECTIVE NOTICE TO A REASONABLE PERSON THAT NO PROMISES MODIFYING THE EXISTING CONTRACT FOR EMPLOYMENT AT will are offered. The disclaimer specifically informs the employee that no contract is being formed and no binding terms or conditions of employment are being stated. The disclaimer acknowledges that employment is at will and may be terminated “at any time, with or without good cause.”
Finally, the disclaimer preserves Wack-enhut’s right to alter the language of the handbook. Therefore, Wackenhut was free to terminate Lincoln’s employment without cause and without adhering to the discipline procedure of the Wackenhut handbook.
Lincoln argues that because she was not provided with an individual copy of the Wackenhut handbook with a copyright date of 1986, summary judgment was inappropriate. We agree that a careful employer should provide each employee with an individual copy of an employee handbook or personnel policy manual at the time of employment and at any time thé contents are revised or policies changed. Additionally, some employers may find it appropriate to have employees sign acknowledgement statements indicating they are aware of any language disclaiming the formation of an implied in fact contract of employment.
See Sanchez,
We find it unnecessary to address the district court’s grant of summary judgment in favor of Wackenhut on the negligence cause of action. On appeal, Lincoln failed to state any issue or provide any argument regarding this claim. This court will not consider issues presented without cogent argument and citation to authority.
Triton Coal Co., Inc. v. Mobil Coal Producing, Inc.,
IV. CONCLUSION
Lincoln was hired as an at will employee. While the provisions of the Wackenhut handbook do describe a discipline procedure, a conspicuous and unambiguous disclaimer provided sufficient notice to a reasonable person that no terms were stated for an implied in fact contract of employment. As a result, Wackenhut was free to terminate Lincoln as an at will employee.
The decision of the district court is affirmed.
