DePhillips v. Zolt Const. Co.

959 P.2d 1104
CourtWashington Supreme Court
DecidedAugust 6, 1998
Docket65017-9
StatusPublished
Cited by65 cases

This text of 959 P.2d 1104 (DePhillips v. Zolt Const. Co.) is published on Counsel Stack Legal Research, covering Washington Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
DePhillips v. Zolt Const. Co., 959 P.2d 1104 (Wash. 1998).

Opinion

959 P.2d 1104 (1998)
136 Wash.2d 26

Ralph DePHILLIPS, Jr., Petitioner,
v.
ZOLT CONSTRUCTION COMPANY, INC., a/k/a Zolt Enterprises, Inc., Respondent.

No. 65017-9.

Supreme Court of Washington, En Banc.

Argued November 19, 1997.
Decided August 6, 1998.

*1106 David Hunter, Bellingham, for Petitioner.

Brett & Daugert, Timothy C. Farris, Philip Buri, Rand Jack, Bellingham, for Respondent.

Bryan P. Harnetiaux, Debra Stephens, Spokane, Kelby Fletcher, Seattle, Amicus Curiae on behalf of Washington State Trial Lawyers Association.

*1105 MADSEN, Justice.

At issue is whether a discharged employee's action based upon his employer's alleged violations of discipline and grievance terms in an employee handbook is subject to the six-year statute of limitations applicable to actions upon contracts in writing. We conclude that the six-year limitations period does not apply because as a matter of law the handbook at issue here does not contain all of the essential elements of a written contract. We also hold that insofar as petitioner's claim is premised upon an alleged employer promise contained in the handbook of specific treatment in specific situations, see Thompson v. St. Regis Paper Co., 102 Wash.2d 219, 229-30, 685 P.2d 1081 (1984), it is not a claim based upon contract and, therefore, is not a claim subject to the six-year limitations period for written contracts. Accordingly, the trial court properly granted summary judgment of dismissal in favor of defendant because the action was not timely commenced.

FACTS

On April 8, 1994, Ralph DePhillips brought this action against his former employer, Zolt Construction Company, Inc., a.k.a. Zolt Enterprises (hereafter Zolt), alleging he was *1107 wrongfully terminated in March of 1990 "contrary to the terms and conditions of [Zolt's] employee handbook." Clerk's Papers (CP) at 95. The handbook contains a disciplinary scheme and a grievance procedure, which DePhillips maintains Zolt did not abide by when discharging him. It also contains a disclaimer which provides: "This manual is not a contract and there is no promise of any kind by the Company contained in this manual. The Company reserves the right to change provisions or conditions as it deems necessary." CP at 35.

Zolt moved for summary judgment on the ground that DePhillips' action was not commenced within three years of the discharge, and therefore it was barred by the three-year statute of limitations pertaining to oral contracts. RCW 4.16.080(3). DePhillips contended his claim was subject to the six-year statute of limitations applicable to actions based upon written contracts. RCW 4.16.040(1). The trial court granted summary judgment in favor of Zolt and dismissed the action as untimely. DePhillips appealed. The Court of Appeals affirmed in an un, holding that parol evidence is necessary to determine whether, in light of the disclaimer, the handbook is a contract and that accordingly the three-year limitations period applicable to oral contracts applies. We granted discretionary review. Although we affirm the decision of the Court of Appeals, we do so by different reasoning.

ANALYSIS

Contract in Writing

An appellate court reviews a grant of summary judgment de novo, engaging in the same inquiry as the trial court. Gunnier v. Yakima Heart Ctr., Inc., 134 Wash.2d 854, 858, 953 P.2d 1162 (1998). Summary judgment is proper if there is no genuine issue as to material facts and the moving party is entitled to judgment as a matter of law. Id.; CR 56(c). If reasonable minds can reach different conclusions, summary judgment is improper. Kalmas v. Wagner, 133 Wash.2d 210, 215, 943 P.2d 1369 (1997).

RCW 4.16.040(1) provides a six-year statute of limitations for "[a]n action upon a contract in writing, or liability express or implied arising out of a written agreement." The parties dispute whether the employee handbook at issue here is a written contract within the meaning of the six-year statute of limitations. It is not. A written contract for purposes of the six-year limitations period must contain all the essential elements of a contract. Barnes v. McLendon, 128 Wash.2d 563, 570, 910 P.2d 469 (1996) (citing Cahn v. Foster & Marshall, Inc., 33 Wash.App. 838, 840-41, 658 P.2d 42 (1983)); Kloss v. Honeywell, Inc., 77 Wash. App. 294, 298, 890 P.2d 480 (1995). Although it is possible for an employee handbook to contain written contractual terms, see Swanson v. Liquid Air Corp., 118 Wash.2d 512, 520-24, 826 P.2d 664 (1992), all the essential elements must be present before the six-year limitations period of RCW 4.16.040(1) applies.

The essential elements of a contract are "the subject matter of the contract, the parties, the promise, the terms and conditions, and (in some but not all jurisdictions) the price or consideration." Family Med. Bldg., Inc. v. Department of Soc. & Health Servs., 104 Wash.2d 105, 108, 702 P.2d 459 (1985);[1]Kloss, 77 Wash.App. at 298, 890 P.2d 480. If parol evidence is necessary to establish any material element, then the contract is partly oral and the three-year statute of limitations in RCW 4.16.080(3) applies. Barnes, 128 Wash.2d at 570, 910 P.2d 469; Kloss, 77 Wash.App. at 298, 890 P.2d 480; Cahn, 33 Wash.App. at 841, 658 P.2d 42. Here, as a matter of law, the handbook is not a written contract because it does not, for example, name or identify plaintiff, nor does it identify his job or job responsibilities or his work hours. Thus, at the least it does not sufficiently establish the parties to and the *1108 terms and conditions of a contract. Accordingly, the six-year statute of limitations in RCW 4.16.040(1) does not apply.

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Bluebook (online)
959 P.2d 1104, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dephillips-v-zolt-const-co-wash-1998.