Opinion
No. C4-97-995.
Filed November 18, 1997.
Appeal from the District Court, Hennepin County, File No. 967160.
Andrew E. Tanick, Gerald T. Laurie, Barnett I. Rosenfield, (for appellant)
Daniel R. Wachtler, Michael J. Moberg, (for respondent)
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (1996).
UNPUBLISHED OPINION
Appellant challenges the district court's grant of summary judgment in favor of respondent, dismissing appellant's breach of contract, defamation, and discrimination claims. We affirm.
FACTS
Appellant Harold A. Strandquist, while a sales representative for respondent Medtronic, Inc., received five "restricted" stock awards from respondent. Four of the awards, issued in 1990, 1991, 1992, and 1993, were made pursuant to respondent's 1979 Stock Award Plan (1979 plan). The fifth award was issued in 1994, pursuant to respondent's 1994 Stock Award Plan (1994 plan). Each stock award was "restricted," meaning that appellant could not receive the stock until the "restricted stock period" had expired.
Respondent terminated appellant in June 1995, and later advised appellant that the restricted stock awards issued in 1991 through 1994 were forfeited as a result of the termination, but that the 1990 award had vested.
In April 1996, appellant brought an action against respondent, alleging, among other things, that respondent (1) breached the 1979 and 1994 plans by refusing to honor the stock awards, (2) defamed him, and (3) violated the Minnesota Human Rights Act by terminating him because of his real or perceived disability. Appellant subsequently moved for partial summary judgment on his 1994 plan award, arguing that respondent had breached that plan as a matter of law. Respondent brought a cross-motion for summary judgment on all of appellant's claims.
The district court granted appellant's motion, ruling that, under the terms of the 1994 plan, appellant's termination during the restricted stock period did not cause forfeiture of the 1994 restricted stock award. The court then granted respondent's summary judgment motion on appellant's other claims. The court held that, except for the uncontested 1990 award, appellant had lost his right to the restricted stock awards under the 1979 plan because his employment was terminated during the restricted stock period. The court dismissed appellant's defamation claim on the grounds that the statements allegedly made by respondent were true and that appellant himself had published the statements to others. The court also dismissed appellant's discrimination claims, ruling that there was no evidence that respondent had knowledge of the alleged disability and also that appellant had not established that he was truly disabled.
Appellant now challenges the dismissal of these claims, while respondent seeks review of the court's grant of partial summary judgment in favor of appellant on the 1994 restricted stock award.
DECISION
On appeal from summary judgment, a reviewing court must determine: "(1) whether there are any genuine issues of material fact; and (2) whether the lower court erred in its application of the law." Lubbers v. Anderson , 539 N.W.2d 398, 401 (Minn. 1995). An issue of fact is material if it would affect the outcome of the case. Zappa v. Fahey, 310 Minn. 555, 556, 245 N.W.2d 258, 259-60 (1976). The evidence is to be viewed in the light most favorable to the non-moving party. Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn. 1993). "A reviewing court is not bound by a district court's determination of a purely legal issue." Summit House Co. v. Gershman, 502 N.W.2d 422, 423-24 (Minn.App. 1993).
I. Forfeiture of Stock Under the 1979 Plan
Section 8(c) of the 1979 plan states in pertinent part:
If the Recipient's continuous employment with the Company terminates prior to the last day of the applicable Restricted Stock Period * * * all rights of the Recipient to such shares shall immediately terminate and be forfeited without any payment or consideration by the Company.
Appellant argues that respondent was not entitled to summary judgment regarding the stock awards under the 1979 plan because respondent failed to advise appellant in writing of the "restricted stock period" that applied to each year's award. Section 8(a) of the 1979 plan provides:
On or prior to the date of grant of the Award, the CEO shall cause each Recipient to be notified in writing of the applicable Restricted Stock Period * * *.
The record shows that each year when appellant was awarded restricted stock under the 1979 plan he received a packet of documents explaining the award. Included in each packet was a "Stock Option Agreement" that listed the date of the grant, the number of shares, and a five-year "vesting date." Each packet also contained an "Employee Status Report" that included a listing of prior award dates, the number of shares awarded, and under "Forfeiture Restrictions" a date five years from the date the stock was granted. This informed appellant that the vesting date for each restricted stock award was five years from the date of the award.
Appellant's argument that the "vesting period" can be distinguished from the "restricted stock period" is unpersuasive. To vest means "[t]o place (ownership, for example) in the possession of." American Heritage Dictionary 1345 (2d college ed. 1985). Once the restricted stock period expires, ownership of the stock vests, i.e., is placed in appellant. Under the plain language of the 1979 plan, appellant forfeited his rights to the 1991, 1992, and 1993 restricted stock awards because he was terminated during the restricted stock period.
II. Defamation Claim
A statement is considered defamatory if it is communicated to someone other than the plaintiff, it is false, and it tends to harm the plaintiff's reputation. Stuempges v. Parke, Davis Co., 297 N.W.2d 252, 255 (Minn. 1980).
Appellant contends that respondent defamed him by advising third parties that it terminated appellant's employment because of customer and employee complaints. "Truth, however, is a complete defense and true statements, however disparaging, are not actionable." Id. The record shows that appellant was terminated because of his rude behavior toward coworkers and customers and in response to customer complaints.
Consent to publication is also an absolute defense to a defamation claim. Otto v. Charles T. Miller Hosp., 262 Minn. 408, 414, 115 N.W.2d 36, 40 (1962). According to his deposition testimony, appellant told a customer that the discharge was because of customer complaints. The customer then "told everybody else." Other customers then contacted respondent and respondent gave the reasons for appellant's discharge only in response to these inquiries. By initiating publication of the alleged defamatory statements, appellant consented to their publication.
Appellant also contends that respondent told third parties it had lost certain accounts because of him. Appellant, however, provided no direct evidence of such statements.
Appellant also claims that respondent told third parties he had been on probation. The record shows that several verbal and written warnings were issued to appellant. Each warning mentioned customer and coworker complaints about appellant's behavior. Again, truth is an absolute defense.
Appellant also contends that he stated a claim of compelled self-publication because he was forced to tell prospective employers that he was terminated because he was overly aggressive. The doctrine of self-publication requires that a plaintiff show that he or she was "in some significant way compelled" to publish a defamatory statement to a third person and that the compelled publication was foreseeable by the defendant. Lewis v. Equitable Life Assurance Soc., 389 N.W.2d 876, 888 (Minn. 1986). Although appellant did inform a former customer that he had been terminated for "aggressive behavior," he gives no indication that he was compelled to do so.
III. Disability Discrimination
Appellant argues that he has raised triable issues of fact on his claim of disability discrimination. The Minnesota Human Rights Act defines a disabled person as
any person who (1) has a physical, sensory, or mental impairment which materially limits one or more major life activities; (2) has a record of such an impairment; or (3) is regarded as having such an impairment .
Minn. Stat. § 363.01, subd. 13 (1996) (emphasis added).
Appellant challenges the dismissal of his claim that respondent fired him because it regarded him as being disabled; he does not challenge the district court's conclusion that he was not fired for an actual disability.
In analyzing claims brought under the Minnesota Human Rights Act, our supreme court has adopted the three-step test of McDonnell Douglas Corp. v. Green, 411 U.S. 792, 803, 93 S.Ct. 1817, 1824 (1973). Sigurdson v. Isanti County, 386 N.W.2d 715, 719-20 (Minn. 1986). The three-step test requires that: (1) plaintiff establish a prima facie case of discrimination; (2) defendant then articulate a legitimate, nondiscriminatory reason for its actions; and (3) plaintiff then show that defendant's proffered reasons were pretextual. Anderson v. Hunter, Keith, Marshall Co. , 417 N.W.2d 619, 623-24 (Minn. 1988).
To establish a prima facie case of discrimination, appellant had to provide either direct evidence of discrimination, which appellant has not done, or show by indirect evidence that (1) he is a member of a protected class, (2) he was qualified for the job he held, (3) he was discharged from that job, and (4) a nonmember of the protected class was given the job. Miller v. Centennial State Bank, 472 N.W.2d 349, 352 (Minn.App. 1991). As evidence that respondent regarded him as disabled, appellant contends that: (1) his supervisor believed he had issues relating to aggressive behavior and "excessive doggedness" on the job; (2) his supervisor twice asked him to seek help from the employee assistance program; and (3) respondent refused to transfer him to another division within the company. But none of these is evidence that respondent regarded appellant as being disabled. Appellant was terminated because of his rude behavior and in response to customer complaints. Personality traits like poor judgment, irresponsible behavior, and poor impulse control do not constitute a disability. Daly v. Koch, 892 F.2d 212, 215 (2d Cir. 1989). Appellant provides no legal authority that rude, disagreeable behavior is a disability under the Minnesota Human Rights Act.
Appellant admits that he did not tell anyone at Medtronic that he had any kind of mental impairment. Nor did anyone at Medtronic tell him that they thought he had a mental impairment or personality disorder. Summary judgment was proper, for there is no evidence in the record to support appellant's argument that he was discharged because Medtronic regarded him as having a disability.
Appellant also has not demonstrated that the disability he alleges was perceived to materially limit one or more of his major life activities. Although work is a major life activity, "the inability to perform a single particular job does not constitute a substantial limitation of the individual's ability to work." Greenberg v. New York State, 919 F. Supp. 637, 643 (E.D.N.Y. 1996). Appellant has shown only that he is unable to work for respondent; he has not shown that his ability to work is substantively limited. (In fact, appellant was subsequently hired by another employer as a director of sales and marketing). Appellant has failed to establish a prima facie case that he is a disabled person as defined by the Minnesota Human Rights Act.
IV. Forfeiture of Stock Under the 1994 Plan
Respondent requests review of the district court's ruling that appellant is entitled to the restricted stock issued under the 1994 plan.
Section 6(f) of the 1994 plan provides:
[I]n case of termination of employment, the following provisions shall apply:
(1) Options and Stock Appreciation Rights. * * *
(2) Performance Shares. * * *
(3) Restricted Stock. In case of a Participant's death, Disability or Retirement, the Participant shall be entitled to receive that number of shares of Restricted Stock under outstanding Awards which has been pro rated for the portion of the Term of the Awards during which the Participant was employed by the Company or any Affiliate and with respect to such Shares all restrictions shall lapse.
The 1994 Stock Agreement further states that the restricted stock period is five years and that if all conditions and restrictions are met the stock will vest as of the indicated vesting date. There is no provision in either the plan or agreement for forfeiture of restricted stock when an employee is terminated for reasons other than death, disability, or retirement.
Respondent argues that section 6(f)(1)(iii) — a provision under the caption "(1) Options and Stock Appreciation Rights" — applies in this instance. The organization of section 6(f) shows, however, that section 6(f)(1) applies only to "Options and Stock Appreciation Rights." Sections 6(f)(1) and 6(f)(3) are self-contained paragraphs, and respondent cannot import a subparagraph restriction from paragraph 1 into paragraph 3.
The subparagraphs of paragraph (1) — not duplicated in paragraph (3) — are:
(i) Death. * * *
(ii) Disability or Retirement. * * *
(iii) Reasons other than Death, Disability or Retirement. If a Participant's employment terminates for any reason other than death, Disability or Retirement, the unvested or unexercised portion of any Award held by such Participant shall terminate at the date of termination of employment.
(iv) Expiration of Term. * * *
Alternatively, respondent argues that appellant is not eligible to receive the reward because there is no evidence that appellant ever signed and returned the 1994 stock agreement. "The party seeking to enforce a writing need not have signed the document if he agreed to and has acted in conformity with the contract." Poser v. Abel , 510 N.W.2d 224, 228 (Minn.App. 1994), review denied (Minn. Feb. 24, 1994). Further, because respondent included the 1994 stock grant in its 1995 and 1996 employee status reports, respondent must have believed that appellant had contract rights under the stock award. See Foot, Schulze Co. v. Porter , 131 Minn. 224, 228, 154 N.W. 1078, 1079 (1915) (contract may be implied from intention that is manifested by parties' conduct).
Because the 1994 plan contains no provision for termination for reasons other than death, disability, or retirement, the district court correctly held that appellant is entitled to the restricted shares awarded pursuant to the 1994 plan when those shares vest in 1999.
Affirmed.;