Sanchez v. Life Care Centers of America, Inc.

Fox, Cheyenne, appellee. M. Kate (Plaintiff), SANCHEZ, Appellant Marie CARDINE, MACY, C.J., Before BROWN, TAYLOR, JJ., and GOLDEN AMERICA, OF LIFE CARE CENTERS (Retired). J. (Defendant). INC., Appellee (Retired). BROWN, Justice No. 92-25. employee termi- wrongful is a This case Wyoming. Supreme Court Marie brought by appellant nation action July Sanchez, appellee Life Care Cen- against America, (Life Care). The dis- ters of granted trict court appellant. against appeal The issues on are: I. contained the disclaimer

Whether Guidelines Handbook sufficiently conspicuous to maintain the employment. nature of at-will II. recognizes the doc-

Whether this Court estoppel as a cause promissory trine of cases, wrongful termination of action so, and, dis- whether Em- contained in the Life Care claimers prevent applica- ployment Guidelines this case. and remand. We reverse 1990, appellant During portion was her by Life At the time of employed Care. employment, she was issued a Handbook This handbook Employment Guidelines. disclaimer.” contained a “handbook surrounding appellant’s facts Detailed disputed, not con- termination are but were not at sidered the trial court and are they appear in appeal, nor do issue However, do the record. we know July called in on inform her that she could not following fatigue; day come due in”; coming “forget that she was told to and that she was removed from the work schedule, effectively terminated her employment. granting

The district court’s order sum- Q. Phelan, Cheyenne, appel- mary Bernard judgment filed December lant. 1991. The Life court ruled favor of

1257 Care, holding (1) inten-, necessary the handbook dis- to determine the claimer was as a matter of law parties tion of the from evidence other and did not the at-will status itself, than the contract interpreta- (2) appellant’s employment; and that no tion becomes a mixed of law Wyoming Supreme Court and fact. recognized had a cause of action based on Inc., Producing, v. Mobil Coal promissory estoppel wrongful in termi- (Wyo.1991) 820 P.2d (quoting 988 Mo- and, therefore, Wyoming nation cases bil Producing, Coal Inc. v. 704 appellant upon did not state a claim which (Wyo.1985)). P.2d granted. relief could be Wyoming, In pre is standard of review cases involv- at-will; however, sumed to be hand granting “[a] summary judgment may change employer’s book unfet 56(c) many times. been W.R.C.P. discharge employee.” tered to provides pertinent part: Leithead v. American Colloid Company, judgment sought shall be rendered 1059, 1062 (Wyo.1986); P.2d Alexander pleadings, depositions, forthwith if the Phillips v. Company, Oil interrogatories, answers to and admis- file, affidavits, (Wyo.1985); Inc., together sions on Mobil with the Coal any, genuine show there is no 704 P.2d 702. issue as to material fact and that the disposition depends of this case on moving party judgment is entitled to a purported construction of the disclaimer a matter of law. along provisions with other in the Hand- Cody Boehm v. Country Chamber of book the nature of disclaimers. “The Commerce, (Wyo.1987) P.2d giv- Handbook of Guidelines” (citations omitted), we said: en to employed when she was A motion for summary judgment page contained a disclaimer on 2 as follows: places an initial burden on the movant to HANDBOOK DISCLAIMER prima make a showing gen- facie that no guidelines outlined in this handbook uine issue of material fact exists and are nursing for the mutual benefit of this grant- should be guide- center and its associates. These 56(c), ed Wyo- as a matter of law. Rule lines include methods of ming Rules of Civil Procedure. Once a which, prima made, implemented, when can showing facie is effective- the burden party ly shifts opposing to the enhance the of a the motion success- present specific to showing facts that a center. The executive di- genuine issue of material fact does exist. supervisors rector and must therefore analyze challenges We grant to a of sum- customary rights reserve all the of man- mary judgment by reviewing the record agement, including supervise light in a party most favorable to operations; and control all direct all opposing the giving motion him all favor- work; interpret, change or per- able inferences that can be drawn from notice; Conelusory the facts. statements or hire, schedule, terminate, opinions insufficient, however, mere discipline, or other- satisfy opposing party’s burden. manage associates and select the When issue on method and review the construc- means of interpretation contract, tion and of a handbook is not a contract and con- standard of review is further stated as promises, guarantees, tains no represen- follows: tations, agreements, or upon warranties

Normally, any prospective, prior interpre- construction and current or tation of a contract is for the court as a associates of this center can rea- matter of meaning law. If the sonably of a con- maintain any expecta- or create ambiguous tract apparent, tions of such. signed her Appellant its contents. in the with points Life Care 4, 1989. acknowledgment card December conten- support disclaimer

tion: McDonald, this court set forth Jimenez supervisors adopted the rules

The executive director * * * * * * Company, 690 Interstate Gas Colorado reserve * * * (D.Wyo.1988) per- F.Supp. change interpret, notice; omitted) which state: policies with or terminate, hire, schedule, to be effective For this disclaimer discipline, conspicuous. or other- plaintiff, it must be against and select the is a manage associates a disclaimer is Whether means of method and of law. a contract and con- is not This handbook obligated to write Defendant was represen- promises, guarantees, no tains in an post and to them SOPs * * tations, agreements, *. or warranties so, done the court area. Because [Emphasis added.] “strong equitable a is now faced with policy militating reasons and social of Guide- The “Handbook allowing employers promul- against twenty-five numbered lines” contains employees potentially their mis- gate for pages, includ- pages and five unnumbered reserv- leading personnel manuals while The contents ing the “Table of Contents.” ing from them at to deviate headings print topic in fine were were — caprice.” policy reasons their own These cap- larger print and Under bold-faced. help explain why an effective disclaimer Termination,” thirty- “Discipline and conspicuous. The disclaimer must be examples unacceptable of nine any way question is not set off paragraph at the conduct are listed. The attract attention. It falls under would top page 21 cautions: of heading INSTRUC- “GENERAL follows, though not all-inclu- The list that subheading “CON- and the TIONS” sive, gives examples of violations of the Nothing capitalized that TENTS.” principles of conduct center give notice of a disclaimer. would subject to disci- which the offender type equals that of other size includes, plinary action. Such action page. No sets the on the same border notices, to, warning suspen- is not limited para- apart from other disclaimer discharge. and/or sion is not graph page. on the The disclaimer “Disciplinary Proce- caption Under the Therefore, conspicuous. court handbook, four-step pro- dures” of the grants summary judgment that the SOPs approach outlined gressive discipline rights. implied contract create “generally” apply. employer will McDonald, quoted we nurs- paragraph The first states that “[t]he approval Woolley v. Hoffman-La severity may, depending on the center Roche, Inc., A.2d 1257 N.J. associate after of the offense terminate an (1985), mod., 499 A.2d 515 101 N.J. listing offense.” After the four the first (1985). set out an Woolley, the court steps, the handbook further disciplinary if the em- example need be done of what states: the manual to be ployer does not want preferred pro- will our usual and by the court as capable being construed administering discipline. How- cess for said: binding contract. ever, any type conduct of which causes employer allow an unfair to It would be your confidence in abil- the center to lose policy manual that makes to distribute adequately your assigned ity perform prom- certain believe that the workforce discharge. in immediate job result allow made and then to ises have been prom- renege on those employer “Ac- handbook contains a tear-out hones- Card,” sought What is here is basic in which the ises. knowledgment reason, ty: employer, for whatever familiarize herself ee states that she will Instead, capable good out there is an infer- not want the manual to be does being by construed the court as a guide ence in the disclaimer that it is a contract, simple ways binding there benefit,” “mutual that certain All need goal. to attain that “implemented” contained therein would be very prominent the inclusion in a done is to “enhance the of a success- position appropriate of an statement that center,” and that the “custom- promise there is no kind ary rights” were set forth manual; employer contained in the in the handbook. regardless says the manual what employer promises nothing provides, the operative language in the dis change wages and remains free to lettered; claimer is not bold it is buried working all other conditions without hav- introductory paragraphs. It de is not anyone any- and to consult without signed to attract attention in and employer agreement; one’s and that the language employee which does not tell the power to to continues have absolute what he needs to know. We are reluctant anyone good fire specify language placement to and the of a A.2d 1271. Woolley, 491 at disclaimer in order that it effective. be Jimenez, F.Supp. In at the court Perhaps accomplished this could be in nu decisions, Wyoming observed that “[u]nder ways. Additionally, merous the handbook that list misconduct that could handbooks in listed misconduct that could result dis discharge imply cause is re- result charge, implying thus that cause is re Leithead, quired.” (citing Jimenez, quired. F.Supp. at 980. De 1063; Parks, 704 P.2d at 705. tailing stages progressive discipline re 704 P.2d at 706 omit- implication in a further sults that cause is ted), this court outlined discharge. likely required to Most a law handbooks, resolving ambiguous employee that, yer would have told under stating: arrangement, employment her she could be may Some handbooks or manuals be am- discharged employee An without cause. biguous may apparent or not mean- have lawyer should not have to hire a to learn ing, making the determination of their that. question employment effect on at will meaning If of a fact. summary, we determine that the dis- ambiguous apparent, contract is or not it physically conspicuous claimer was not necessary to determine the inten- ambiguous its contents were in that there parties tion of the from evidence other language that inferred that Life Care was itself, interpreta- than the contract employment intended to the at-will a mixed of law becomes ter- to an which could fact. Furthermore, listing minated for cause. us, In the case before disclaimer is types that could numerous of misconduct handbook, the “Introduction” section of the coupled progres- result in termination Disclaimer.” The lan- subtitled “Handbook stages discipline inferred that cause sive guage speaks of the disclaimer in terms of discharge. resolution of to benefit,” management “mutual “enhance- it unnec- the first issue this case makes supervise. and the It does ment” essary to address the second issue. say employer retains the that the employ- meaning and effect of the to deviate from the terms of the handbook case, relationship ment in this a mixed say caprice. It does not that the own fact, question of law and remains unre- employer change wages free remains Therefore, we must reverse sum- solved. working and all other conditions remanded mary judgment. The case is obtaining consulting his the trial court for determination of whether agreement, employer nor that the retains anyone handbook modified the em- power to fire with with- absolute any employment, agree offer terminable relationship from one ployment thereof, acceptance does not consti- only for cause. one terminable at will to length, binding contract of tute a employment is terminable CARDINE, J., dissenting opinion and that such files a subject party, either TAYLOR, J., at the will of joins. in which and/or federal laws. applicable state Justice, CARDINE, dissenting, with found 789 P.2d at 867-68. J., TAYLOR, joins. whom in the of the disclaimer the effect to come before yet This is another case not a was that there was revised handbook satisfy tried to employer us which that, parties ne- between the contract adequate concept of an the court’s secret vertheless, estoppel applied. promissory employee handbook. disclaimer in an appeal, On we reversed essence, was, “Sorry, you told: I, employer. for the keep trying you again failed — —but Why just tell liti- get right.” don’t we granted rehearing in Mc- “right?” gants what is I, and in McDonald v. Mobil Coal Donald I dissent because the disclaimer II), (McDonald clear, explicit and summary (Wyo.1991), held that adequate to inform reasonable determine judgment should be reversed to relationship ee that the at-will conduct created whether Mobil’s course of the preserved. I dissent also because con- of Mobil’s assent manifestations again to inform an court fails once to create reason- tract that were sufficient acceptable an effective dis- er what employee. In reliance addition able employee in an handbook. claimer recited, in Mc- to the disclaimer above holding The court has been liberal stated: Donald I the handbook also employee handbook can create a con comprehensive is not a handbook] [This eliminate the at-will status tract which will manual, nor an policies (a) Phillips employee: Alexander v. employment contract. 1385, Co., (Wyo.1985); 707 P.2d 1388 Oil I in McDonald I and Mc- dissented (b) Co., 721 v. American Leithead Colloid II much the same basis that Donald on 1059, (c) (Wyo.1986); 1063 Mobil Coal P.2d this decision. Mc- must dissent from Parks, 702, P.2d 708 Producing, Inc. v. 704 (Cardine, J., I, 789 P.2d at 871 Donald (d) (Wyo.1985); v. Mobil Coal McDonald II, dissenting); 820 P.2d at 992 McDonald Inc., 866, (Wyo. P.2d 870 Producing, 789 Thomas, (Cardine, dissenting, J. with whom 1990), reh’g granted 820 P.2d 990 II, J., I and joins.). both McDonald (Wyo.1991). creating contract. disclaimed Mc- Mobil Parks, Inc. v. Producing, In Mobil Coal II, I, 869; Donald 789 (Wyo.1985), P.2d 708 we affirmed 704 P.2d at 988-89. The disclaimer damages employee to an be- an award of detailed, in- clear as to case is even more substantially cause the did not tent, specific. It reads as follows: comply when it terminat- with guidelines outlined in this handbook employee. In the court found ed the Parks nursing are for the mutual benefit of altered that the of the handbook guide- These center and its associates. employer’s unfettered to dis- lines include methods time, charge employee any which, effective- implemented, can when P.2d of a success- ly enhance the di- The executive center. McDonald v. Mobil Coal must therefore (McDonald I), (Wyo. supervisors rector and customary rights of man- =1990), employee manual listed causes reserve all the supervise agement, including the discipline five-step disciplinary and a operations; direct all employment application all process. and control work; change per- interpret, signed by stated: notice; My other concern discouraging em- hire, schedule, terminate, ployers issuing from manuals is that em- discipline, or other- ployees deprived will be safety useful manage select the associates and information that is sometimes contained in method and means of manuals. Without a hand- This handbook is not a contract and con- book, employees apprised are not of com- promises, guarantees, represen- tains no processes munication within the tations, agreements, upon or warranties important maintaining that are posi- current, any prospective, prior tive work environment. The time is now associates of this center can rea- clearly for the court to state what would be sonably any expecta- maintain or create sufficient, just ruling continue ad hoc tions of such. particular disclaimer before the appears page It on two of the handbook. court is insufficient. conspicuous. It is It cannot be misunder- adopt I would straight-forward rule Nevertheless, stood. the court found that gives guidance clear employers. the above disclaimer in this case was insuf- gives employers One treatise this advice: court, ficient. I believe the in fairness to Disclaimers likely are most to survive a litigants, say should now what is sufficient. legal challenge if they clearly The most the court has said thus far is that conspicuously placed appropri- in an the disclaimer must be under document, ate ac- adopted the standards Jimenez Colo- knowledges receipt Co., rado and review of the F.Supp. Interstate Gas (D.Wyo.1988), including document that even if the dis- disclaimer. Em- conspicuous, ployers may claimer is provide it still be ne- also want to in the gated by implies a course of conduct which disclaimer itself that the disclaimer that cause is in order to terminate writing by manage- be modified in II, employee. an Employers ment. that include disclaim- 990-91. ers their are well-advised to carefully review the terms and conditions rulings discourage employers from employment, disclaimers, including providing employees their with a manual. employees with deprives new and to review com- employees of useful informa- pany policies, including tion about the policies. The limitations on dilemma enforceability policies, businesses face the peri- was well of those described this odically law review article: employees. with Employers large who have numbers of Feliu, Alfred G. Primer on Individual employees or complicated who have com- (1992). Employee Rights, 23 pany policies find precar- themselves in a There are today disclaimers use position. ious If these employers do not effectively continue the at-will status of promulgate any manual, policy sort of employees. Sears, Company Roebuck and they may to formulate em- have used this disclaimer: ployee policy on an ad hoc basis and face administrative Conversely, chaos. my employment, consideration of I they do issue a manual comply agree and with regula- to conform to the rules and its degree to such a Sears, that their Co., tions of my Roebuck and and employees reasonably expect them to employment compensation can be future, continue to do they may so the cause, terminated with or without subjected to unintended contractual notice, time, any without at at liability. option the of either Company my- the Wallace, self. manag- Michael W. understand that no store “Employee Manuals representative Sears, Implied as er or Contracts: The Roebuck Guidelines Bind,” 263, Co., That 27 Tulsa other president L.J. 263-64 than the or vice- (1991) (hereinafter: “Employee president Company, Manuals any has au- Implied Contracts"). as thority any to enter agreement into for efficiency promote administrative any period of

employment specified contrary limit their time, intention to own agreement or to make foregoing. “Employee Implied the conduct. Manuals Contracts,” at 273-74 n. 61. Co., Sears, 790 F.2d Reid Roebuck v. & 453, Cir.1986). (6th has This disclaimer moving along path a upheld. repeatedly been lead to eventual demise will repeatedly uphold disclaimers Courts employment presumption. at-will ma- v. e.g., handbooks. See Preston opinion Wyoming, “In em- jority states: Inc., 187 Champion Home Builders at-will; presumed ployment is to be howev- 940, 941-42 589 N.Y.S.2d A.D.2d er, may change handbook ‘[a] Foods, Inc., (1992); 495 N.W.2d French v. discharge an er’s unfettered em- " 1993). (Iowa only other Not have Maj. op. at 1257 omit- ployee.' disclaimers, accepted courts ted). proceed then does not they accepted disclaimers that have analysis through by presuming substantially less detailed than disclaimers will, employment was at rather Sanchez’s Preston, 187 rejected. court See majority presumes there was contract (manual at 941 A.D.2d N.Y.S.2d effective. The unless disclaimer was company retains contained statement “the willingness every majority’s to read hand- your at employment to terminate contract, despite disclaimer, as a book any time, no with or without cause or presumption the at-will renders hollow. tice.”). ac The disclaimer in Preston was clearly the court defines what Unless cepted though even manu by the court disclaimer, legally sufficient handbook then discipline. al causes for also listed a handbook will become a contract with at 941-42. Other courts strive N.Y.S.2d every employee. making the By not law preserve even at- more to clear, puts posi- in a employers the court Texas, presumption. example, will practice tion wherein the safer will be to impliedly manual does status, no express issue handbook. course only at-will being pursued recognized by now the court cre- modification of at-will status is litigation. Reynolds confusion and Mfg. Texas courts. ates continued Co. Mendoza, (Tex.App. 644 S.W.2d 1982); in “Employee discussed Manuals as ”

Implied courts Contracts 273. Texas

follow view manuals by employers provide

issued in order to

their employees about information policy. The manuals are issued

Case Details

Case Name: Sanchez v. Life Care Centers of America, Inc.

Court Name: Wyoming Supreme Court

Date Published: Jul 15, 1993

Citation: 855 P.2d 1256

Docket Number: 92-25

Court Abbreviation: Wyo.