Does the phrase “at any time” leave room for subjective belief?

Plaintiff Brook Dore was employed with an advertising agency in Colorado as a regional account director specializing in automobile accounts. In late 1998, Dore discussed with his employer the possibility of relocating to the employer’s Los Angeles office.

In 1999, Dore learned that a management supervisor position was available in the Los Angeles office of defendant Arnold Worldwide, Inc., formerly known as Arnold Communications, Inc., (hereafter AWI). Dore interviewed with several AWI officers and employees. According to Dore, he was never told during the interview process that his employment would be terminable without cause or “at will.” Dore alleges he was told that AWI had landed a new automobile account and needed someone to handle it on a long-term basis. He also was told that, if hired, he would “play a critical role in growing the agency,” that AWI was looking for “a long-term fix, not a Band-Aid,” and that AWI employees were treated like family. Dore alleges he learned that the two people previously holding the position for which he was being considered had been terminated for cause—one for committing financial indiscretions, the other because his work had not satisfied a client. Dore states that AWI offered him the management supervisor position by telephone in April 1999, and he orally accepted.

Later that same month, Dore received a three-page letter from Sharon McCabe, senior vice-president of AWI, dated April 6, 1999 (AWI’s letter), purporting to “confirm our offer to join us as Management Supervisor in our Los Angeles office” and to state “[t]he terms of this offer.” AWI’s letter then listed, in bullet-pointed sections, a commencement date, compensation details, and various benefits (including reimbursement of relocation expenses, parking at the AWI offices, various types of insurance, expense reimbursement, and vacation).

AWI’s letter also stated: “You will have a 90 day assessment with your supervisor at which time you will receive initial performance feedback. This assessment will also be the time that you will work with your supervisor to set objectives against which you will be evaluated at the time of your annual review. After your assessment is complete, you and your supervisor will have the opportunity to discuss consideration for being named an officer of Arnold Communications.”

In a separate paragraph central to the present dispute, AWI’s letter stated: “Brook, please know that as with all of our company employees, your employment with Arnold Communications, Inc. is at will. This simply means that Arnold Communications has the right to terminate your employment at any time just as you have the right to terminate your employment with Arnold Communications, Inc. at any time.”

AWI’s letter requested that Dore sign and return the letter signifying his acceptance of these employment terms. Dore read and signed the letter.

AWI terminated Dore’s employment in August 2001. Thereafter, Dore sued AWI and a related entity, Arnold Worldwide Partners (AWP), alleging (1) breach of contract, (2) breach of the implied covenant of good faith and fair dealing, (3) intentional infliction of emotional distress, (4) fraud, and (5) negligent misrepresentation. AWI and AWP each filed a motion for summary judgment.

The trial court granted AWI’s motion on the ground that Dore could not establish the existence of either an express or an implied-in-fact agreement that his employment was terminable only for cause. The trial court granted AWP’s motion on the ground that AWP could not be held liable as Dore’s employer for AWI’s personnel decisions and conduct. Dore appealed.

The Court of Appeal affirmed in part and reversed in part. The court affirmed the judgment in favor of AWP as to liability and reversed the judgment in favor of AWI. The court remanded the matter to the trial court with directions to vacate its order granting summary judgment to AWI and enter a new order granting summary adjudication to AWI only on Dore’s negligent misrepresentation cause of action. 

Issue Areas:

Individual Liberty, Limited Government

Question(s) Presented:

Does the language “at any time” mean that the employment agreement is terminally at will?


ALF’s Amicus Brief:

ALF argues that the contract at issue, and the phrase “at any time,” should be interpreted to mean what it says, and that this Court should overturn the court of appeals which found an implied contract. An implied contract cannot contradict the terms of an express contract. Because the terms “at will” and “at any time” reinforce one another, they do not create any ambiguity to necessitate an implied, or ex post judicial rewriting of, a contract. Dore further adds vague and irrelevant statements that do not add ambiguity to express language. The California Labor Code section 2922 gives a strong presumption to contracts that they are at will, and Dore does not come close to surmounting the presumption combined with unambiguous language that weigh against his position. Courts should enforce contracts as they are written, and ALF asks this Court to reaffirm that contracts mean what they say.  

Status:

On August 3, 2006, The Supreme Court of California issued a favorable opinion.

Date Originally Posted: January 28, 2005

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