Bernard v. State Farm Mutual Automobile Insurance Company

69 Cal. Rptr. 3d 700, 158 Cal. App. 4th 304
CourtCalifornia Court of Appeal
DecidedDecember 21, 2007
DocketC052566
StatusPublished
Cited by1 cases

This text of 69 Cal. Rptr. 3d 700 (Bernard v. State Farm Mutual Automobile Insurance Company) is published on Counsel Stack Legal Research, covering California Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bernard v. State Farm Mutual Automobile Insurance Company, 69 Cal. Rptr. 3d 700, 158 Cal. App. 4th 304 (Cal. Ct. App. 2007).

Opinion

69 Cal.Rptr.3d 700 (2007)
158 Cal.App.4th 304

William BERNARD, Plaintiff and Appellant,
v.
STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY et al., Defendants and Respondents.

No. C052566.

Court of Appeal of California, Third District.

December 21, 2007.

Britt & Perkins and Ryan F. Perkins, Sacramento; and William P. Tedards, Jr., for Plaintiff and Appellant.

Orrick, Herrington & Sutcliffe and George A. Yuhas, San Francisco, for Defendants and Respondents.

Certified for Partial Publication.[*]

DAVIS, Acting P.J.

Plaintiff William Bernard (Bernard) had a longstanding insurance agency, representing the group of defendant State Farm insurance companies. He claims that two of his State Farm supervisors misrepresented the job requirements for a sales program to which he was assigned, requirements that he physically could not carry out following injuries sustained in a car collision. As a result, Bernard alleges that he was forced to resign.

Bernard sued State Farm and the two supervisors (collectively, State Farm) for intentional misrepresentation, negligent misrepresentation, and breach of the contractual covenant of good faith and fair dealing, all directed to the supervisors' misrepresentations that resulted in his constructive (forced) termination.[1] The *701 trial court granted summary judgment for State Farm.

In the unpublished portion of this opinion, we conclude that the result of the alleged misrepresentations was indistinguishable from an ordinary constructive wrongful termination, thereby precluding a tort-based cause of action for misrepresentation. (Hunter v. Up-Right, Inc. (1993) 6 Cal.4th 1174, 26 Cal.Rptr.2d 8, 864 P.2d 88 (Hunter); see also Lazar v. Superior Court (1996) 12 Cal.4th 631, 49 Cal.Rptr.2d 377, 909 P.2d 981 (Lazar).)

In the published portion of this opinion, we conclude that the agency agreement between State Farm and Bernard could be terminated at will, thereby precluding a contract-based cause of action for breach. (See Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 46 Cal.Rptr.3d 668, 139 P.3d 56 (Dore).)

Discussion

1. Standard of Review

We review the trial court's summary judgment decision independently, "considering all the evidence set forth in the moving and opposing papers except that to which objections were made and sustained. We liberally construe the evidence in support of the party opposing summary judgment and resolve doubts concerning the evidence in favor of that party." (Dore, supra, 39 Cal.4th at p. 389, 46 Cal.Rptr.3d 668,139 P.3d 56.)

We will incorporate the summary judgment evidence in our discussion of the two issues on appeal: (1) the misrepresentations and constructive termination (Hunter/Lazar); and (2) the at-will agency agreement (Dore).

2. The Misrepresentations and Constructive Termination (Hunter/Lazar)[**]

3. The At-Will Agency Agreement (Dore)

Bernard has also sued State Farm for breach of the covenant of good faith and fair dealing based on the misrepresentations of his two supervisors. The covenant of good faith and fair dealing is implied in every contract to ensure that the benefits expressed in the contract are achieved. (Foley, supra, 47 Cal.3d at pp. 683-684, 254 Cal.Rptr. 211, 765 P.2d 373.)

Bernard's remedy for his two supervisors' misrepresentations is, at most, in light of the causes of action alleged in his complaint and the proper summary adjudication of his tort-based misrepresentation actions, a contract-based cause of action for constructive wrongful termination. (See Hunter, supra, 6 Cal.4th at pp. 1184, 1186, 26 Cal.Rptr.2d 8, 864 P.2d 88.) But even this remedy is foreclosed if State Farm may terminate at will its contract (agency agreement) with Bernard. This is because generally an at-will employment may be ended by either party at any time without cause, for any or no reason. (Guz v. Bechtel National, Inc. (2000) 24 Cal.4th 317, 335 & fn. 8, 100 Cal.Rptr.2d 352, 8 P.3d 1089; see Lab.Code, § 2922 [setting forth a presumption that an "employment, having no specified term, may be terminated at the will of either party on notice to the other"]; compare with Hunter, supra, 6 Cal.4th at pp. 1184, 1186, 26 Cal.Rptr.2d 8, 864 P.2d 88 [the employee in Hunter contractually could be terminated only for good cause, and therefore could establish a contract-based cause of action for constructive wrongful termination based on misrepresentation in the course of the termination].)

*702 As we shall explain, State Farm could terminate at will its agency agreement with Bernard. Consequently, Bernard cannot maintain his cause of action for breach of the covenant of good faith and fair dealing based on his two supervisors' misrepresentations.

The agency agreement between State Farm and Bernard states as pertinent regarding termination:

"III A. You or State Farm have the right to terminate this Agreement by written notice delivered to the other or mailed to the other's last known address.

"Ill B. In the event we terminate this Agreement, you are entitled upon request to a review in accordance with the termination review procedures approved by the Board of Directors of the Companies, as amended from time to time."

In Pacific Gas & E. Co. v. G.W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 69 Cal.Rptr. 561, 442 P.2d 641 (Pacific Gas), the state Supreme Court established rules governing the use of parol evidence to determine the meaning of contractual language where the contract appears clear and unambiguous and is "integrated" (a contract is integrated if it constitutes the final expression of the agreement or of a particular subject in the agreement; the State Farm agency agreement is integrated). (See Dore, supra, 39 Cal.4th at p. 391, 46 Cal.Rptr.3d 668, 139 P.3d 56; see also Bionghi v. Metropolitan Water Dist. (1999) 70 Cal.App.4th 1358, 1364, 83 Cal. Rptr.2d 388 (Bionghi).)

Under Pacific Gas, "[t]he test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether [the instrument] appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible." (Pacific Gas, supra, 69 Cal.2d at p. 37, 69 Cal.Rptr. 561, 442 P.2d 641; accord, Dore, supra, 39 Cal.4th at p. 391, 46 Cal.Rptr.3d 668, 139 P.3d 56

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