Clarke v. BRUNSWICK CORPORATION

211 N.W.2d 101, 48 Mich. App. 667, 1973 Mich. App. LEXIS 778

• Court: Michigan Court of Appeals
• Decided: August 27, 1973
• Docket: Docket 11905
• Status: Published

Opinions

R. B. Burns, P. J.

Plaintiffs were all salaried employees of the defendant. For several years they had been employed by the defendant at its Kalamazoo division. This division was sold by the defendant to Tartan Industries. The sales agreement prohibited the defendant from employing any of the plaintiffs for one year. Tartan Industries offered all of the plaintiffs employment, but the plaintiffs chose not to become employees of Tartan. Plaintiffs seek severance pay from the defendant.

For several years the defendant had a severance pay policy with a stated purpose:

"The purpose of this procedure is to outline the method for paying a severance allowance to salaried employees who are involuntarily terminated by Brunswick.”

Under the definition of terms in said policy, the following language appears:

"Termination for reasons outside the control of the employee — is any separation from the payroll for an indefinite period (more than 30 days) for actions not within the direct control of the employee when no other suitable opening is available.”

The trial court granted judgment for plaintiffs. Defendant appeals and we affirm.

Defendant claims the trial court erred in granting plaintiffs’ motion for a summary judgment. Defendant asserted affirmative defenses in its answer. It alleged plaintiffs were guilty of wrongdoing, and raised the equitable defenses of estoppel and unclean hands.

The trial court held that equitable defenses were not available in a law action and granted plaintiffs’ motion for a summary judgment, thereby striking such defenses.

The procedural distinctions between law and equity have been abolished, but the substantive differences remain. Barke v Grand Mobile Homes Sales, Inc, 6 Mich App 386; 149 NW2d 236 (1967). The plaintiffs were claiming money judgments for breach of contract and the affirmative defenses must be responsive to that remedy. Kahoun v Metropolitan Life Insurance Co, 12 Mich App 441; 162 NW2d 922 (1968). The trial judge was correct in granting a partial summary judgment.

The trial judge correctly stated the three reasons involved in the case:

"Three questions appear to be involved in the determination of this litigation. It must first be decided whether or not the severance policy was a contract. If it was a contract, then were the plaintiffs involuntarily terminated? And if they were, was there another 'suitable opening’ within the definition of the terms?”

The trial court relying on Cain v Allen Electric & Equipment Co, 346 Mich 568; 78 NW2d 296 (1956), held that there was a contract. We agree.

The trial court also held that the plaintiffs were involuntarily terminated when the defendant sold the division to Tartan Industries and were advised that under the terms of the sale plaintiffs could not be rehired by the defendant for a period of one year. We agree.

The trial judge also found that the term "other suitable opening” meant an opening with the defendant corporation. As the trial judge said, "Clearly this language 'suitable opening’ was not referring to a vacancy in a comparable position with the Ford Motor Company, Whirlpool Corporation, American Seating Company, or any other employer than Brunswick Corporation”. We agree.

We have considered the other claims of error by the defendant but deem it unnecessary to discuss their merit.

Affirmed. Costs to plaintiffs.

Fitzgerald, J., concurred.