Espinal v. Child and Family Agency

Full title: ROMIS ESPINAL v. CHILD AND FAMILY AGENCY OF SOUTHEASTERN CONNECTICUT, INC

Court: Connecticut Superior Court, Judicial District of New London at New London

Date published: Mar 14, 2005

2005 Conn. Super. Ct. 4187 (Conn. Super. Ct. 2005)

38 CLR 859

Opinion

No. 568897

March 14, 2005

MEMORANDUM OF DECISION RE MOTION FOR SUMMARY JUDGMENT ( #117)

DEVINE, JUDGE.

ISSUE

The issue before the court is if a genuine issue of material fact exists as to whether the plaintiff is an employee at will or an employee under an express written contract for a determined term.

GENERAL LAW

The Connecticut Supreme Court has defined employment at will as "contracts of permanent employment, or for an indefinite term . . ." Sheets v. Teddy's Frosted Foods, Inc., 179 Conn. 471, 474, 427 A.2d 385 (1980). "In Connecticut, an employer and employee have an at-will employment relationship in the absence of a contract to the contrary. Employment at will grants both parties the right to terminate the relationship for any reason, or no reason, at any time without fear of legal liability." (Internal quotation marks omitted.) Thibodeau v. Design Group One Architects, LLC, 260 Conn. 691, 697-98, 802 A.2d 731 (2002); see also Boucher v. Godfrey, 119 Conn. 622, 627, 178 A. 655 (1935) (Connecticut expressly adopts doctrine of employment at will); 24 S. Williston, Contracts (4th Ed. 2002) § 66:1, p. 382 ("[U]nless the employment contract specifically obligates both the employer and the employee for a definite term of employment, the employment is considered to be indefinite and terminable at the will of either party . . ."). "Consequently, in the absence of an employment contract, or an illegal discriminatory motive, an employer has the right to terminate an employee at any time without liability." Cweklinsky v. Mobil Chemical Co., 267 Conn. 210, 225-26, 837 A.2d 759 (2004).

In contrast, an employee under an express written contract for a determined term can be terminated only upon a showing of just cause for dismissal. Slifkin v. Condec Corp., 13 Conn.App. 538, 549, 538 A.2d 231 (1988). "'Just cause' substantially limits employer discretion to terminate, by requiring the employer, in all instances, to proffer a proper reason for dismissal, by forbidding the employer to act arbitrarily or capriciously." Sheets v. Teddy's Frosted Foods, Inc., supra, 179 Conn. 475. Moreover, "[i]t is firmly established that statements in an employer's personnel manual may . . . under appropriate circumstances . . . give rise to an express or implied contract between employer and employee." (Internal quotation marks omitted.) Gaudio v. Griffin Health Services Corp., 249 Conn. 523, 532, 733 A.2d 197 (1999).

DISCUSSION

In the present case, the plaintiff alleges, that she was employed by the defendant Child Family Agency of Southeastern Connecticut, Inc. as a teacher. On April 24, 2002, after successfully completing her twelve-month probationary period, the plaintiff executed a written employment agreement with the defendant for one year commencing on April 2, 2002. The employment agreement delineated the parties, salary, position and duration of the employment. The third paragraph of the employment agreement which states that "I [Romis Espinal] have read the Agency's Policy and Procedure Manual and the Personnel Practices Manual, understand their contents, and agree to abide by the policies, practices and procedures as forth therein."

Subsequently, in a letter dated December 3, 2002, the defendant immediately terminated the plaintiff for allegedly committing workplace violence and threats. The plaintiff allegedly told a group of children that children who do not behave are sent to the Bank Street School where there are no toys, the floors are dirty, and that a child who was no longer enrolled had been sent there. The termination letter was signed by the plaintiff and two agency representatives.

The plaintiff alleges that she was wrongfully terminated by the defendant without notice or just cause as required pursuant to the Personnel Manual and the Personnel Practices and Procedures Manual. The defendant contends that the plaintiff is an employee at will and therefore she could be discharged at any time, with or without cause in the defendant's unfettered discretion.

The defendant argues that the plaintiff by reading, assenting to and signing the employment agreement has affirmed her status as an employee at will. The defendant bases this argument on the fact that the employment agreement incorporates the terms and conditions of the Agency's Policy and Procedure Manual and the Personnel Practices Manual. The cover of the Personnel Manual provides: "This manual is intended for informational purposes only. Neither the manual, nor any of the Agency's practices, is intended to create or shall be construed to create any binding agreements with employees or represent contractual terms of employment. Employment with the Agency is 'employment at will'; which allows either party to terminate the employment relationship at any time with or without cause. The policies and benefits contained in this manual are subject to review by the Agency at any time and may be changed, modified, or deleted at any time without notice." The defendant contends that in executing the employment agreement the plaintiff expressly acknowledged and accepted the comprehensive disclaimer prominently displayed on the cover of the manual which affirms the plaintiff's status as an employee at will.

ANALYSIS

"Generally, incorporation by reference of existing documents produces a single contract which includes the contents of the incorporated papers. Where . . . the signatories execute a contract which refers to another instrument in such a manner as to establish that they intended to make the terms and conditions of that other instrument a part of their understanding, the two may be interpreted together as the agreement of the parties." (Internal quotation marks omitted.) Randolph Construction Co. v. Kings East Corp., 165 Conn. 269, 275, 334 A.2d 464 (1973); see also Smithfield Associates, LLC v. Tolland Bank, 86 Conn.App. 14, 20, 860 A.2d 738 (2004). It has been recognized that "[s]o long as the contract makes clear reference to the document and describes it in such terms that its identity may be ascertained beyond doubt, the parties to a contract may incorporate contractual terms by reference to a separate, noncontemporaneous document, including a separate document to which they are not parties, and including a separate document which is unsigned." 11 S. Williston, Contracts (4th Ed. 1999) § 30:25, p. 233-34.

In construing an employment contract, the ordinary rules of contract interpretation apply. Slifkin v. Condec Corp., supra, 13 Conn.App. 544. "Any ambiguity in a contract must emanate from the language used in the contract rather than from one party's subjective perception of the terms." (Citation omitted; internal quotation marks omitted.) HLO Land Ownership Associates, Ltd., Partnership v. Hartford, 248 Conn. 350, 356-57, 727 A.2d 1260 (1999).

The employment agreement executed by the parties has been submitted in support of the defendant's motion for summary judgment as Exhibit B. This document, printed on the defendant's letterhead, is titled in capital letters, "EMPLOYMENT AGREEMENT (full-time) CHILD CARE EMPLOYEE." The first paragraph of the agreement, immediately below the caption, states "I Romis Espinal, have been accepted by Child and Family Agency of Southeastern Connecticut, Inc. for the employment position entitled Teacher. This annual agreement begins on the following date: April 2, 2002." (Emphasis added). The third paragraph of the employment agreement further states "I have read the Agency's Policy and Procedure Manual and the Personnel Practices Manual, understand their contents, and agree to abide by the policies, practices and procedures as set forth therein." This Court concludes that, the Agency's Policy and Procedure Manual and the Personnel Practices Manual have been properly incorporated into the employment agreement and must be considered together.

In support of its motion for summary judgment the defendant has also submitted the cover sheet of the 2001 version of the Personnel Manual as Exhibit C. The language of the Manual's cover sheet states in relevant part: "This manual is intended for informational purposes only. Neither the manual, nor any of the Agency's practices, is intended to create or shall be construed to create any binding agreements with employees or represent contractual terms of employment. Employment with the Agency is 'employment at will'; which allows either party to terminate the employment relationship at any time or without cause."

The plaintiff in support of her memorandum in opposition to the defendant's motion for summary judgment submitted her sworn affidavit dated December 1, 2004. The plaintiff avers that "it was [her] understanding that the intent of the words in [her] written agreement meant that the Personnel Manual was incorporated into [her] employment agreement, and that [she] would have to comply with the terms and conditions of said Personnel Manual as part of [her] employment agreement and that the defendant would also have to comply with its duties and obligations contained therein." The plaintiff further avers that "[a]t no time [had she] ever stated or conceded that [she] was an employee at will. At all pertinent times, [she] was an employee under an express written contract for a determined term."

The court concludes that the language of the employment agreement is ambiguous. The caption of the document states in capital letters "EMPLOYMENT AGREEMENT." This language prominently displayed on the face of the agreement adds weight to the contention that the parties intended to enter into an express written contract for employment. The first paragraph of the employment agreement uses the language "annual agreement" to describe the contract duration. The term annual has been defined as "continuing for the period of a year." Black's Law Dictionary (6th Ed. 1990).

Conversely, the language used in the Agency's Policy and Procedure Manual is contradictory to the language referenced above in the employment agreement. The contradictory language is located on the cover sheet of the Manual which in relevant part states "that the manual is for informational purposes only . . . is not intended to create any binding agreements . . . or represent contractual terms of employment. Employment with the Agency is 'employment at will' . . ." This language disclaims any reference to contractual employment and creates an employment at will relationship between the parties. The inclusion of this language in the employment agreement renders it ambiguous. The ambiguity arises from the use of the term "annual agreement" which indicates a determined term of employment, thus eliminating an employment at will relationship. In sharp contrast, the terms of the Policy Manual, incorporated into the employment agreement, expressly disclaim that the relationship is an employment at will.

Moreover, the ambiguity is compounded by the use of other contradictory language in the contract. For example, the employment agreement states that the plaintiff "agree[s] to abide by the policies, practices and procedures . . . [in the Agency's Policy and Procedure Manual]." Whereas, the policy manual states that the "manual is intended for informational purposes only." As a result, there is an ambiguity as to whether the terms set forth in the Personnel Manual are binding and who is bound by the terms of the Manual.

"It is firmly established that statements in an employer's personnel manual may . . . under appropriate circumstances . . . give rise to an express or implied contract between the employer and employee." (Internal quotation marks omitted.) Gaudio v. Griffin Health Services Corp., supra, 249 Conn. 532-33; see generally Dolak v. Sullivan, 145 Conn. 497, 503, 144 A.2d 312 (1958) (statements in written retirement plan gave rise to employer-employee contract); Tilbert v. Eagle Lock Co., 116 Conn. 357, 361-63, 165 A. 205 (1933) (assurances in employee benefit plan constituted enforceable promise to pay benefits in accordance with plan). These cases, however, are easily distinguishable from the present case because they rely solely upon the employer's personnel manual to evidence a contract.

SUMMARY JUDGMENT

"Summary judgment procedure is particularly inappropriate where the inferences which the parties seek to have drawn deal with questions of motive, intent and subjective feelings." (Internal quotation marks omitted.) Suarez v. Dickmont Plastics Corp., 229 Conn. 99, 111, 639 A.2d 507 (1994). "[S]ummary judgment is ordinarily inappropriate where an individual's intent and state of mind are implicated . . . Our Supreme Court has held that even with respect to questions of motive, intent and good faith, the party opposing summary judgment must present a factual predicate for his argument in order to raise a genuine issue of fact." (Internal quotation marks omitted.) Jaser v. Fischer, 65 Conn.App. 349, 357, 783 A.2d 28 (2001). "Intent is clearly a question of fact that is ordinarily inferred from one's conduct or acts under the circumstances of the particular case." Suarez v. Dickmont Plastics Corp., supra, 229 Conn. 111.

Viewing the evidence in the light most favorable to the nonmoving party, this case raises a genuine issue of material fact as to whether the parties intended to create an employment at will relationship when they executed the employment agreement. Buell Industries, Inc. v. Greater New York Mutual Ins. Co., 259 Conn. 527, 556, 791 A.2d 489 (2002).

ORDER

For the foregoing reasons, this Court finds that the evidence submitted by both parties demonstrates that a genuine issue of material fact exists as to whether the plaintiff is an employee at will. The defendant's motion for summary judgment is denied.

Devine, J.