Académique Documents
Professionnel Documents
Culture Documents
Scott
F.
Cooper, Blank
Rome
Comisky
McCauley, and
Testa,
Hurwitz
&
Thibeault,
See
Hoeppner v.
Crotched
1.
told Steinke during the meeting that if Steinke was to work for
SFS, he would have one year to get to know the operations of
Phase3 and two years after that to "conquer the ADP market."
In early February 1993, Steinke met with Wismer at
Stapleton International Airport in Denver to discuss possible
employment at SFS. During this meeting, Wismer told Steinke
that he wanted him to fill Phase3's need for professional
management. Wismer informed Steinke that SFS expected him to
take three years to acquire former SIS customers and to reach
Phase3's $50 million annual revenue target.
Later that month, Steinke met with Fraser Chambers,
Executive Vice President of SFS's Eastern Region. Steinke
-33
that the plan Wismer had developed was sound and Steinke had
three years to "make his numbers." Wismer reassured Steinke
that if he could make his numbers in that time frame, he would
have a long and successful career at SFS. The following day,
Mann confirmed that SFS operated on a three-year financial
plan.
On February 22, 1993, Wismer sent Steinke a letter
constituting a formal offer of employment. The letter offered
Steinke the position of President of SFS's Phase3 division at
-44
telephoned Wismer and told him that he was concerned about severa
temporary housing would only last until July 15, 1993 and indicat
that he found SFS's offer of five expense-paid trips per year
-55
numbers and you've got three years to make them. [E]verybody sign
it. It's not an issue."
1993. Although the offer letter indicated "a most desirable start
date" of March 15, 1993, after executing the Employee Agreement,
Steinke informed Wismer that he could not start work before April
scheme of working together for the next five to ten years," Stein
should consider beginning work on March 15 with compensation for
Phase3, Mann told him that he had three years to make his numbers
under SFS's three-year plan. Also after starting his employment,
2.
million for 1993. On July 14, 1993, Wismer and Steinke discussed
the goals, reinforcing the perception that Steinke had three year
to make his numbers.
On August 12, 1993, Wismer informed Steinke that his
performance was "excellent." On October 15, 1993, however, SFS
terminated Steinke's employment.
Steinke filed suit against SFS in Massachusetts
Superior Court, alleging breach of contract, breach of implied
See 28
Smith Barney
Shearson, Inc.
, 76 F.3d 1245, 1250-51 (1st Cir.),
cert.
denied, 117
S. Ct. 81 (1996). We are not "wedded to the district court's
reasoning. Rather, '[w]e are free, on appeal, to affirm [or
reverse] a judgment on any independently sufficient ground.'"
Garside v.
Osco
Drug,
Inc., 895 F.2d 46, 49 (1st Cir. 1990)
(quoting
Polyplastics, Inc.
v.
Transconex, Inc.
, 827 F.2d 859, 86061 (1st Cir. 1987)).
Discussion
See James
L.
Miniter Ins. Agency, Inc. v. Ohio Indem. Co., 112 F.3d 1240, 1245
(1st Cir. 1997);
Borden v.
Integrated Contract
Pittsburgh
&
Lake
Erie
R.R.
Co., 21 A. 157 (Pa. 1891));
Extracorporeal, Inc.
, 545 A.2d 334, 336 (Pa. 1988). Specifically,
Pennsylvania law dictates that absent a statutory or contractual
See
Murray v. Commercial
Union
Ins.
Co., 782 F.2d 432, 435 (3d Cir.
1986). An employee attempting to overcome the presumption of atwill employment in Pennsylvania must demonstrate "facts and
circumstances establishing some tenure of employment."
Cummings v.
Kelling
Nut
Co., 84 A.2d 323, 325 (Pa. 1951). Overcoming the
presumption constitutes "an up-hill battle" in Pennsylvania.
Schoch v.
First Fidelity Bancorporation
10
Steinke completed six months of employment with SFS, then SFS wou
pay him "at least two weeks' salary as severance pay" if it
terminated his employment without cause. "[W]here a contract
Hahnemann
Univ., 664 A.2d 1375,
Levy v.
Leaseway Sys. Inc., 154 A.2d 314, 316 (Pa. Super. Ct. 1959).
Despite the clear language of both the Employee
11
, 828
Mellon
Bank Corp.
v.
First Union Real Estate Equity & Mortgage Invs.
, 951
F.2d 1399, 1405 (3d Cir. 1991) (quoting
Gianni v.
R. Russel & Co.
Smith, 253 F. Supp. 980, 983 (E.D. Pa. 1966), aff'd, 392 F.2d 577
(3d Cir. 1967) (per curiam). If the alleged oral and written
agreements "'relate to the same subject matter and are so
Ralph
Chapek, 828 F.2d at
995 (quoting
12
Palmer,
248 A.2d 20, 22 (Pa. 1968)).
Having compared the alleged oral agreement and the
written agreement in this case, we believe that Steinke and SFS
would "naturally and normally" have included the alleged oral
agreement in the written agreement had they actually made an
3.
Beckman v.
Vassall-Dillworth
Lincoln-Mercury, Inc.
, 468 A.2d 784, 788 (Pa. Super. Ct. 1983)
(rejecting argument that appellant did not intend "no-agency"
clause to be included in his contract, reasoning in part that
appellant "was an experienced businessman, equipped to
understand the meaning of the terms of the agreement he
13
See
Mellon Bank
, 951 F.2d at 1406-08;
Ralph Chapek
United Ref. Co. v. Jenkins, 189 A.2d 574, 579 (Pa. 1963); Gianni,
176 A. at 792;
Beckman v.
Vassall-Dillworth Lincoln-Mercury, Inc.
Mellon
Bank, 961 F.2d at 1407. We thus affirm the
trial court's finding that the offer letter and the Employment
signed").
4.
Relying only on
Id. The
parties."
appeal, Moyer thus dictates that Steinke may not have the
opportunity to prove a separate oral agreement because the
Employee Agreement contained a termination provision which
specifically detailed the "terms of employment."
14
See
HCB
International
Milling
Co. v.
5.
The fact that the offer letter and the Employment Agreement
did not constitute one single document does not affect this
ruling. An integrated agreement may take the form of two
documents,
see
Kroblin Refrigerated Xpress, Inc.
v.
Pitterich,
805 F.2d 96, 107 (3d Cir. 1986) ("It is a general rule of
contract law that where two writings are executed at the same
Mellon
Bank, 951 F.2d at 1406 n.6 (internal
Steinke's reliance on
McEvoy Travel Bureau, Inc.
v.
Norton
McEvoy
Travel, the appellant signed a contract
Corbin
on
Contracts S 582, at 463
Wismer's remark that signing the Employee Agreement was not "an
issue" does not equate with
McEvoy
Travel's "never to be
Griesmann v. Chemical
Leaman
Tank
Lines,
Inc., 776 F.2d
,
71 F.3d 1125, 1131 (3d Cir. 1995) ("[I]f the[] [parties'] intent
can be cleanly extracted from the clear and unambiguous words tha
the parties have used, it is . . . conventional wisdom that they
are held to those words contained in the contract."); Steuart v.
McChesney, 444 A.2d 659, 661 (Pa. 1982) (holding that when words
written contract are clear and unambiguous, the intent is to be
discovered only from the express language of the agreement). "In
Refrigerated Xpress, Inc. v. Pitterich, 805 F.2d 96, 101 (3d Cir.
. at any time and for any reason I may resign or SunGard may
terminate my employment. . . . [I]f SunGard terminates my
17
employee more than two weeks' salary. In this case, Steinke faile
employment");
Kelling Nut
Mercy
Hospital
of
Pittsburg, 595
A.2d 70, 76 (Pa. Super. Ct. 1991) (explaining that "an expectatio
18
v.
Super. Ct. 1993); see Heidt v. Augenbaugh Coal Co., 176 A.2d 400,
401-02 (Pa. 1962);
Giuliani
Constr.
Co. v.
School
Dist.
of
Philadelphia, 217 A.2d 793, 795 (Pa. Super. Ct. 1966). In this
case, the fact that SFS could terminate Steinke's employment "at
any time and for any reason" and pay him only two weeks', rather
than three years' salary neither annuls nor renders inexplicable
the provisions in the agreement that Steinke highlights. If SFS
"until the earlier of July 15, 1993 or [his] . . . move into [his
. . . permanent residence;" it would continue to be obligated to
store his household goods "until the earlier of September 15, 199
or [his] . . . move into [his] . . . permanent residence;" and,
Cf.
19
Oil
Co. v.
Modification
20
1192, 1202 (Pa. Super. Ct. 1987); Veno v. Meredith, 515 A.2d 571,
579 (Pa. Super. Ct. 1986);
Forman v.
BRI Corp., 532 F. Supp. 49, 51 (E.D. Pa. 1982). In this case, we
find the evidence that Steinke brings forth to support his claim
an oral modification of the written integrated agreement
suggested that he work between these dates for expenses only give
"the scheme of working together for the next five to ten years."
21
make your numbers. You can have a bad year, you can even have two
bad years. But since it's a numbers company, three years and your
employment would be at risk." Based on this evidence, in
conjunction with the fact that he consented to work for SFS betwe
Darlington
court reasoned that the "term long range project is, in and of
22
Id.
where I can at least be suitable with the company, right? She [th
23
informed SFS that he could not commence his employment until Apri
19 due to the restrictions of the non-compete agreement he had
executed with SIS.
24
because it was his contractual duty to SIS that precluded him fro
commencing work as a salaried employee with SFS on March 15. The
record does not reveal any other hardship that Steinke suffered
during this period; for instance, he did not move his family to
Massachusetts until after April 19.
See
not find that Steinke furnished SFS with the necessary separate o
additional consideration to demonstrate an intent to modify his
written at-will employment agreement.
25
at any time and for any reason, I may resign or SunGard may
terminate my employment."
C.
Promissory Estoppel
7.
Hutchison v. Sunbeam
Coal
Corp., 519 A.2d 385, 388 (Pa. 1986). Having determined that
Steinke did not provide additional consideration to evidence a
modified oral contract, we find no merit in Steinke's
918 F. Supp. 515, 522 (D.P.R. 1996). We need not resolve this
issue, however, because "the outcome is the same under the
substantive law of either jurisdiction."
,
23 F.3d 808, 813 (3d Cir. 1994).
"[A]s a general rule, [in Pennsylvania] there is no
see
Advanced
Computer
Applications,
Inc., 559 A.2d 917, 918 (Pa. 1989). Specifically,
"the
doctrine
of
equitable
estoppel
is
not
an
exception
to
the
employment
at-will
doctrine."
added); see
Dugan v.
Bell Tel. of Pa.
27
Niehaus v.
Delaware
Valley
Med.
Ctr., 631 A.2d 1314 (Pa. Super. Ct. 1993),
rev'd, 649 A.2d 433 (Pa. 1994), was expressly limited to the fact
of that case and did not revise the long-standing at-will
presumption). Under Pennsylvania law, therefore, Steinke's
Veranda
Beach
Club
Ltd.
Partnership v. Western
Sur.
Co., 936 F.2d 1364, 1380 (1st Cir. 1991) (quoting
McAndrew v.
School Comm., 480 N.E.2d 327, 332 (Mass. 1985)); see Chedd-Angier
Prod. Co.
v.
see
also Carlson v.
Arnot-Ogden
Memorial Hosp., 918 F.2d 411, 416 (3d Cir. 1990) (indicating that
28
Hall v. Horizon
House
Microwave,
Inc., 506 N.E.2d 178, 184 (Mass. App. Ct. 1987)
(emphasis added in Hall));
see Loranger
Constr.
Corp. v. E.
F.
Hauserman Co.
, 374 N.E.2d 306, 311 (Mass. App. Ct. 1978) (dictatin
384 N.E.2d 176 (Mass. 1978); see also Josephs v. Pizza Hut of Am.
Inc., 733 F.Supp. 222, 226 (W.D. Pa. 1989), aff'd, 899 F.2d 1217
absent and when enforcing the promise would serve the interests o
justice.
See Veranda
Beach, 936 F.2d at 1380; see also
Carlson,
29
(1st Cir. 1995) (holding that employer's failure to "firm up" ora
Costs to appellee.
30