Webber v. Frelonic Corp.

3 Mass. L. Rptr. 194
CourtMassachusetts Superior Court
DecidedOctober 7, 1994
DocketNo. 92-1437
StatusPublished

This text of 3 Mass. L. Rptr. 194 (Webber v. Frelonic Corp.) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Webber v. Frelonic Corp., 3 Mass. L. Rptr. 194 (Mass. Ct. App. 1994).

Opinion

Welch, J.

The defendant Frelonic Corporation moves for summary judgment in this action. Because the facts, taken in the light most favorable to the plaintiff, fail to establish that the plaintiff was anything more than an “at-will” employee, summary judgment must be granted as to Count I (breach of contract) and Count II (breach of contract and promissory estoppel). Genuine issues of material fact exist as to the remaining counts (Counts III through V) which allege negligent misrepresentation, fraudulent inducement, and intentional misrepresentation. Thus, the motion is granted in part and denied in part.1

For the purposes of this motion, the facts are viewed in the light most favorable to the plaintiff with all reasonable inferences being drawn in favor of the plaintiff.

The plaintiff, John M. Webber, was lured away from his employment at Leader Sports Products in New York by a job offer from defendant Frelonic Corporation, a Massachusetts-based company. That job offer came in the form of a memorandum dated August 1, 1991 from the president of Frelonic, John M. dayman. It offered plaintiff Webber a base salary of “$60,000/year.” In addition, the offer included a monthly automobile allowance, a sales bonus provision computed on a yearly basis, the payment of reasonable moving expenses from Webber’s current address to a new local address, and a vacation provision: “Two weeks paid vacation 1st year. Three weeks after five years.” Plaintiff Webber accepted this offer orally, not in writing. No further written contract regarding his employment was ever entered into.

Mr. Webber interpreted this employment offer as employment for a minimum period of one year. His understanding of the offer came from a conversation he had with Frelonic’s president, John dayman, during the time that Webber was considering leaving Leader to join Frelonic. During the course of that conversation, dayman told Webber that he treated his employees well and that he did “everything on a handshake.” dayman then stated: “if [you] last here for more than the year, that. . . [Webber] would probably end up staying here for life.” In recounting this conversation at his deposition, Webber further explained: [195]*195“So when I took on this [employment], it was that we had a year to pull this together. That was my understanding that was conferred through the conversations that we [Webber and dayman] had and that I would be there for a year to pull this together.”2

As a result of his acceptance of the job offer, Webber relocated and began work at Frelonic in early September 1991. Webber’s employment did not last a year at Frelonic. Instead, he was terminated from his employment at Frelonic by Frelonic president dayman around February 13, 1992.

Based upon these facts, the plaintiff asserts that he had a one-year employment contract with defendant Frelonic. In addition, the plaintiff claims that various statements from Frelonic constituted negligent or intentional misrepresentations, fraud and deceit.

DISCUSSION

The general rule regarding employment contracts in Massachusetts, be they express or implied, is that “where an employment contract. . . contains no definite period of employment, it establishes employment at-will . . . terminable by either the employee or the employer without notice for almost any reason or for no reason at all.” Jackson v. Action For Boston Community Development 403 Mass. 8, 9 (1988). An agreement that establishes an annual rate of pay does not create a contract for a definite term of employment. Frederick v. Conagra, 713 F.Supp. 41, 46 (D.Mass. 1989) (and cases cited therein). Whether an employment contract contains a definite period of employment “depends upon all the attendant circumstances surrounding the agreement, as well as its terms, when the latter are not specific and clear.” Kravetz v. Merchants Distributors, Inc., 387 Mass. 457 (1982).

The issue in this case, at least as to whether a one-year employment contract existed amounts to two questions. First, whether the general rule of “at-will” employment applies to a contract that does not list a specific term of employment. Second, whether “special circumstances” exist from the surrounding conditions of Webber’s employment that create a genuine issue of fact as to whether a definite term of employment was implied when the plaintiff accepted Frelonic’s offer of employment. See Booth v. McDonnell Douglas Truck Serv., 585 A.2d 24, 27 (Pa. Super. 1991). The only special conditions specified by the plaintiff came out of president dayman’s statement regarding lasting “the year” and other statements by dayman concerning Frelonic’s future and its generous treatment of employees.

The written offer, which was orally accepted by Webber, does not by itself provide a sufficient basis for finding an employment contract for the specific duration of one year. Even looking in the light most favorable to the plaintiff, that document simply sets an annual salaiy and a bonus and vacation schedule computed on an annual basis. Webber must produce more evidence, such that a jury would be warranted in finding that his negotiations provided him with a reasonable, objective basis for believing that he was hired for a minimum period of one year. See Frederick v. Conagra, 713, F.Supp. at 46. Webber points to various general statements made by the president of Frelonic regarding the fact that the company would grow significantly in sales in the future. Indeed, president dayman remarked that Frelonic “was like a sleeping giant waiting to be born.” These types of general optimistic business projections are simply words of hope that do not provide any basis for a reasonable businessman to think he is being hired for any particular term of time. In addition, Webber points to statements by dayman regarding his status in the community. For example, dayman stated that, “his father was ‘like’ the mayor of Marblehead” and that he treated his “employees very well.” Again, this Court finds that these statements are simply too general, as a matter of law, upon which to base an employment contract for a definite duration.

More to the point is the statement by dayman that: “if [you] last more than the year . . . the chances are you will be with this company for life.”3 The statement that, “If you last for more than the year, the chances are you will be with this company for life” does not, in the context of the conversation, provide for a definite term of employment of one year. Unless we have gone beyond the looking glass, the words mean what they say in the context of this setting. The plaintiff was offered an opportunity to prove himself. After all, the focus of the statement relates to Mr. Webber’s ability to “last” for the specified period. In the words of the plaintiff, “We had a year to pull this together.” If the plaintiff was successful in establishing his reputation within the company during that initial year, he would likely be an employee for life. The only reasonable interpretation is that the plaintiff was an at-will employee during the one-year trial period. See Tennaro v. Ryder System, Inc., 832 F.Supp. 494, 501 (D.Mass. 1993) (practice of annual performance reviews at end of year and employer’s prediction that employee had a promising future with company did not, as matter of law, create a contract for a period of one year).

Indeed, plaintiffs argument proves too much.

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Related

Tennaro v. Ryder System, Inc.
832 F. Supp. 494 (D. Massachusetts, 1993)
Frederick v. ConAgra, Inc.
713 F. Supp. 41 (D. Massachusetts, 1989)
Booth v. McDonnell Douglas Truck Services, Inc.
585 A.2d 24 (Superior Court of Pennsylvania, 1991)
Hobson v. McLean Hospital Corp.
522 N.E.2d 975 (Massachusetts Supreme Judicial Court, 1988)
Jackson v. Action for Boston Community Development, Inc.
525 N.E.2d 411 (Massachusetts Supreme Judicial Court, 1988)
Kravetz v. Merchants Distributors, Inc.
440 N.E.2d 1278 (Massachusetts Supreme Judicial Court, 1982)
Decker v. Worcester Junior College
336 N.E.2d 909 (Massachusetts Supreme Judicial Court, 1975)
Lowenstein v. President of Harvard College
319 F. Supp. 1096 (D. Massachusetts, 1970)

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Bluebook (online)
3 Mass. L. Rptr. 194, Counsel Stack Legal Research, https://law.counselstack.com/opinion/webber-v-frelonic-corp-masssuperct-1994.