Opinion
No. CV 06 5004233 S
March 31, 2010
MEMORANDUM OF DECISION ON MOTION FOR LEAVE TO AMEND (#125) AND MOTION FOR SUMMARY JUDGMENT (#122)
This is an employment discrimination action brought by the plaintiff, Roger Villa, against the defendant, MacDermid, Inc., seeking money damages and injunctive relief. In count one of his complaint, the plaintiff alleges that MacDermid violated the Connecticut Whistleblower Statute, General Statutes § 31-51m, by terminating his employment because he engaged in whistleblowing activities. In count two of his complaint, the plaintiff alleges that his discharge violated an employment contract.
The plaintiff now seeks leave to amend his complaint to include a cause of action that previously was stricken in this action. Additionally, MacDermid now moves for summary judgment on both counts of the complaint. For the reasons set forth below, the court denies the plaintiff leave to amend his complaint and grants MacDermid's motion for summary judgment.
I. FACTUAL AND PROCEDURAL
The plaintiff alleges the following facts, which the court treats as true for purposes of deciding the two motions before the court. The plaintiff Roger Villa, was employed by the defendant, MacDermid, Inc., in various capacities in MacDermid's sales department from July 7, 1997, until his termination on February 7, 2006. MacDermid, a Connecticut corporation, is engaged, among other things, in the business of manufacturing specialty chemicals used in the electronic circuit board industry. Among the chemicals sold by MacDermid is a product known as Blackhole, which is used in the manufacturing of simple and complex circuit boards.
MacDermid historically sold Blackhole to various distributors, including Toryon Technologies, Inc. ("Toryon"). Toryon then sold Blackhole to manufacturers of circuit boards. The plaintiff acted as MacDermid's account manager for its sales to Toryon.
Beginning in 2005, customers of Toryon allegedly began to experience manufacturing problems with certain circuit boards. Several of Toryon's customers attributed these manufacturing defects with Blackhole. Throughout 2005, Toryon repeatedly asked the plaintiff whether MacDermid had modified the formula of Blackhole, believing a formula change to Blackhole was the cause of any defects in the product experienced by Toryon's customers. The plaintiff inquired within MacDermid several times, up until September 2005, as to whether there had been any changes made to the Blackhole formula and each time the plaintiff was told that no changes had been made. Accordingly, the plaintiff informed Toryon that no changes had been made to the product.
Contrary to these representations, however, MacDermid had begun using a different component raw material to manufacture Blackhole because the original raw material was no longer available. According to the plaintiff, the modified Blackhole created defects in the manufactured printed circuit boards. In September 2005, after the plaintiff had reported to Toryon that Blackhole had not been changed, the plaintiff discovered the modifications to Blackhole, as well as the fact that MacDermid intended prospectively to return to the original formula of Blackhole.
MacDermid vigorously contests these allegations.
At a California trade show on February 7, 2006, the plaintiff decided to inform Toryon of MacDermid's changes to Blackhole. Prior to doing so, however, the plaintiff met with Mike Siegmund and Mark Jankowski, both of whom were employed by MacDermid and served as the plaintiff's supervisors. During this meeting on February 7, 2006, a heated argument ensued between Siegmund and the plaintiff. The plaintiff walked out of the meeting and returned to his hotel room. Upon the plaintiff's arrival at his hotel room, Jankowski phoned the plaintiff repeatedly, requesting that the plaintiff return to the meeting. Jankowski warned the plaintiff that his failure to return would be grounds for dismissal and, despite these statements being made by Jankowski, the plaintiff repeatedly refused to return to the meeting. Shortly thereafter, MacDermid terminated the plaintiff's employment.
The plaintiff then instituted this action against MacDermid on May 11, 2006. In his original complaint, the plaintiff alleged three counts. In count one, the plaintiff alleged that his termination violates the Connecticut Whistleblower Statute, General Statutes § 31-51m, which provides in relevant part: "No employer shall discharge . . . any employee because the employee reports, verbally or in writing, a violation or suspected violation of any state or federal law or regulation . . . to a public body."
A public body is defined by General Statutes § 31-51m(a)(4) to mean "(A) any public agency, as defined by [General Statutes] section 1-200, or any employee, member or officer thereof, or (B) any federal agency or any employee, member or officer thereof."
In count two, the plaintiff alleged that MacDermid breached an implied employment contract when it discharged him. Finally, in count three of the original complaint the plaintiff asserted a common-law discharge claim under Sheets v. Teddy's Frosted Foods, Inc., 179 Conn. 471, 427 A.2d 385 (1980), by alleging that his discharge violated the public policy of encouraging employees to engage in whistleblowing activities. The plaintiff's complaint seeks, inter alia, damages, back wages, reinstatement of the plaintiff to his previous job, attorneys fees and other injunctive relief.
On October 3, 2006, the defendant filed a motion to strike the third count of the complaint on the ground that the plaintiff is precluded, as matter of law, from simultaneously asserting a statutory whistleblower claim and common law count for wrongful discharge. On December 6, 2006, the court, Wagner, J., granted the motion to strike.
On November 16, 2009, MacDermid filed this motion seeking summary judgment on the two remaining counts of the plaintiff's complaint. The plaintiff subsequently received several extensions of time to respond to MacDermid's motion for summary judgment so that he could conduct additional discovery.
On January 6, 2010, the plaintiff filed a motion for leave to amend his complaint to include a common law count of wrongful discharge. Finally, the plaintiff filed an opposition to MacDermid's motion for summary judgment on January 11, 2010. Additional facts are set forth below when necessary.
II. DISCUSSION A. PLAINTIFF'S MOTION FOR LEAVE TO AMEND COMPLAINT
The first issue to be decided by the court is whether to grant the plaintiff's motion for leave to amend his two-count complaint to include a new count alleging that his discharge by MacDermid was wrongful because it violates public policy. See Sheets v. Teddy's Frosted Foods, Inc., supra, 179 Conn. 471. The defendant argues that the motion to amend should be denied because: (1) Burnham v. Karl Gelb, P.C., 252 Conn. 153, 162, 745 A.2d 178 (2000), prohibits a plaintiff from simultaneously asserting a whistleblower retaliation claim under § 31-51m and a common-law wrongful discharge under Sheets v. Teddy's Frosted Foods, Inc., supra, 179 Conn. 471; (2) Judge Wagner's previous decision to strike count three of the plaintiff's original complaint is the law of the case and this court should not be depart from it; and (3) the motion is untimely and prejudicial. For the reasons set forth below, the court agrees with MacDermid and the plaintiff's motion for leave to amend is denied.
The plaintiff's right to assert a common-law wrongful discharge claim in this action is controlled by the Connecticut Supreme Court's decision in Burnham v. Karl Gelb, P.C., 252 Conn. 153, 162, 745 A.2d 178 (2000). In Burnham, the plaintiff, who worked as an office manager in a dental office, asserted that her employer wrongfully terminated her employment after she made an anonymous complaint to the Connecticut State Dental Association regarding unhealthy and unsanitary conditions in her office. Id., 155. In her action, the plaintiff pleaded a common-law wrongful discharge claim by alleging that the termination of her employment violated the public policy inherent in § 31-51m. Id., 160.
The court in Burnham, however, concluded that her common law wrongful discharge claim was precluded by the existence of a statutory remedy in § 31-51m. In reaching that conclusion, the court first reviewed the contours of a plaintiff's right to bring a common law wrongful discharge claim: "In Sheets v. Teddy's Frosted Food, Inc., 179 Conn. 471, 427 A.2d 385 (1980), we recognized that it is a general proposition that contracts of permanent employment, or for an indefinite term, are terminable at will . . . In Sheets, however, this court recognized a common law cause of action in tort for the discharge of an at-will employee if the former employee can prove a demonstrably improper reason for dismissal, a reason whose impropriety is derived from some important violation of public policy . . . In interpreting this exception, we note our adherence to the principle that the public policy exception to the general rule allowing unfettered termination of an at-will employment relationship is a narrow one . . . We are mindful that courts should not lightly intervene to impair the exercise of managerial discretion or to foment unwarranted litigation . . . A finding that certain conduct contravenes public policy is not enough by itself to warrant the creation of a contract remedy for wrongful dismissal by an employer. The cases which have established a tort or contract remedy for employees discharged for reasons violative of public policy have relied upon the fact that in the context of their case the employee was otherwise without remedy and that permitting the discharge to go unredressed would leave a valuable social policy to go unvindicated." (Citations omitted; internal quotation marks omitted.) Burnham v. Karl Gelb, P.C., supra, 252 Conn. 158-60. The Burnham court then reasoned that because the plaintiff could have asserted a claim directly under § 31-51m, her common law wrongful discharge claim under Sheets was precluded because she is not "otherwise without remedy." (Internal quotation marks omitted.) Id., 162.
In this case, the plaintiff argues that Burnham does not prevent his right to bring a common-law wrongful discharge claim if this court concludes, as it ultimately does below, that MacDermid is entitled to summary judgment on the plaintiff's § 31-51m claim. Under that scenario, the plaintiff argues, the Burnham prohibition "against the assertion of a wrongful discharge claim is lifted." The court disagrees.
A close reading of Burnham demonstrates that § 31-51m precludes a common-law wrongful discharge claim even if § 31-51m is unavailable to a particular plaintiff. Indeed, the Burnham court held that the plaintiff's common-law wrongful discharge claim was barred despite the fact that she would have been unable to prevail in an action brought pursuant to § 31-51m because the dental association did not fit within the definition of a public body set forth in the statute. Burnham v. Karl Gelb, P.C., supra, 252 Conn. 161.
Similarly, in Campbell v. Town of Plymouth, 74 Conn.App. 67, 74-76, 811 A.2d 243 (2002), the Appellate Court concluded that a common-law wrongful termination count was precluded by the existence of § 31-51m despite the fact that the plaintiff in Campbell could not maintain an action under § 31-51m because that claim was barred by the applicable statute of limitations. As the Appellate Court noted, "[a] common-law approach to a claim of wrongful discharge is barred as long as a remedy has been made available to address the particular public policy concerns. The question is not whether the statutory cause of action remains viable to a particular plaintiff." Id., 76; see also Lowe v. Amerigas, Inc., 52 F.Sup.2d 349, 358 (D.Conn. 1999) (wrongful discharge claim precluded by § 31-51m despite relief being unavailable under the statute because he did not report allegations to a public body), aff'd, 208 F.3d 203 (2d Cir. 2000). Courts have reached the same conclusion regarding similar statutes. See, e.g., Thibodeau v. Design Group One Architects, LLC, 260 Conn. 691, 718, 802 A.2d 731 (2002) (existence of statutory scheme barring discharge of employees on account of pregnancy precluded Sheets claim despite the fact the plaintiff had no remedy under statute because the employer had fewer than three employees).
At oral argument on this motion, the plaintiff asserts that these cases should not apply to the third count of his proposed amended complaint because the allegation's do not arise out of the public policy inherent in § 31-51m but instead are based upon a general public policy of protecting customers of a product from misrepresentations regarding that product. This claim is without merit for several reasons. First, it is inaccurate to assert that the allegations in the proposed count are materially different from those contained in the plaintiff's count asserting a violation of § 31-51m. Indeed, the proposed count incorporates by reference the first thirty-four paragraphs of count one, including specific statutory references to § 31-51m. Second, paragraph 35 specifically concedes that the count is being asserted, as an alternative to the plaintiff's § 31-51m claim, "in the event that the plaintiff has failed to establish a statutory cause of action." Finally, a fair reading of the proposed new count makes clear that the gravamen of its allegations is that the plaintiff was discharged because of his attempt to engage in whistleblowing activities. Such allegations, however, are not materially different than those contained in count one, which alleges that MacDermid violated some unstated federal or state law or regulation in its manufacturing and marketing of Blackhole.
Accordingly, the plaintiff is attempting to assert a common-law wrongful discharge claim that is precluded by § 31-51m. The fact that the plaintiff cannot prevail as a matter of law on a § 31-51m claim because he did not report his concerns to a public body does not alter this analysis and his claim is precluded.
Because this court agrees with Judge Wagner, who reached the same conclusion in this case approximately two years ago when he granted MacDermid's motion to strike the third count of the original complaint, it is unnecessary to reach MacDermid's claim that Judge Wagner's decision is the law of the case.
Even if the plaintiff's common-law wrongful discharge claim were not precluded by § 31-51m, the plaintiff's request for leave to amend must still be denied because it is untimely and prejudicial. This action has been pending with this court since May 2006 and is now scheduled for a jury trial commencing on April 28, 2010. Since the time Judge Wagner granted MacDermid's motion to strike on December 6, 2006, the plaintiff has had ample opportunity to attempt to amend his complaint in order to include additional claims but neglected to do so.
Additionally, the defendant's motion for summary judgment had been filed for nearly two months prior to the plaintiff filing her motion for leave to amend the complaint. A party should not be permitted to wait until after the pleadings are closed and a motion for summary judgment has been filed to bring new claims that the plaintiff could have long attempted to assert. See, e.g., Citizens National Bank v. Hubney, 182 Conn. 310, 313, 438 A.2d 430 (1980)("The trial court was . . . justified in deciding, in the exercise of its discretion, not to permit further amendment of the defendant's answer after the pleadings had been closed and the motion for summary judgment filed."). For all of these reasons, the plaintiff's motion for leave to amend his complaint is denied.
B. DEFENDANT'S MOTIONS FOR SUMMARY JUDGMENT
The court next turns to MacDermid's motion for summary judgment on count one and count two of the plaintiff's complaint. "Summary judgment is a method of resolving litigation when pleadings, affidavits, and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law . . . The motion for summary judgment is designed to eliminate the delay and expense of litigating an issue when there is no real issue to be tried." (Citations omitted.) Wilson v. New Haven, 213 Conn. 277, 279, 567 A.2d 829 (1989). "However, since litigants ordinarily have a constitutional right to have issues of fact decided by a jury . . . the moving party for summary judgment is held to a strict standard . . . of demonstrating his entitlement to summary judgment." (Citation omitted; internal quotation marks omitted.) Kakadelis v. DeFabritis, 191 Conn. 276, 282, 464 A.2d 57 (1983).
The burden is on the moving party to show "quite clear[ly] what the truth is, and that excludes any real doubt as to the existence of any genuine issue of material fact." (Internal quotation marks omitted.) Fogarty v. Rashaw, 193 Conn. 442, 445, 476 A.2d 582 (1984). "In deciding a motion for summary judgment, the trial court must view the evidence in the light most favorable to the nonmoving party." (Internal quotation marks omitted.) Home Ins. Co. v. Aetna Life Casualty Co., 235 Conn. 185, 202, 663 A.2d 1001 (1995). "The judgment sought shall be rendered forthwith if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Practice Book § 17-49.
1. Plaintiff's statutory whistleblower claim
The specific elements of a § 31-51m claim are set forth in the Appellate Court's decision in Arnone v. Enfield, 79 Conn.App. 501, 831 A.2d 260 (2003), cert. denied, 266 Conn. 932, 837 A.2d 804 (2004). In that case, the court stated that "[i]n an action under Section 31-51m(b), the plaintiff has the initial burden . . . of proving by a preponderance of the evidence a prima facie case of retaliatory discharge . . . This consists of three elements: (1) that [the plaintiff] engaged in a protected activity as defined by 31-51m(b); (2) that [the plaintiff] was subsequently discharged from his employment; and (3) that there was a causal connection between his participation in the protected activity and his discharge." (Citations omitted; internal quotation marks omitted.) Arnone v. Enfield, supra, 79 Conn.App. 507.
In the present case, the plaintiff has failed to satisfy the first element of his prima facie case in that he has not established that he engaged in any "protected activity" within the meaning of General Statutes § 31-51m(b). The term "protected activity" has been interpreted to mean the making of a report to a public body about a violation or a suspected violation of a law, regulation or municipal ordinance. See Gergenti v. Cali-Con, Inc., 15 Conn.App. 130, 139, 544 A.2d 655 (1988). The plaintiff admits in his deposition, however, that he made no report to any public body prior to his discharge on February 7, 2007 and, in fact, admits that he never made any report, to any public body, at any point in time, regarding the changes made by MacDermid to the Blackhole formula or to the allegedly deceptive practices employed by MacDermid in connection with its business activities. The plaintiff also fails to note how a change made by MacDermid to the Blackhole formula constitutes "a violation or a suspected violation of any state or federal law or regulation or any municipal ordinance or regulation."
At oral argument on the motion for summary judgment, the plaintiff conceded that there is no evidence in the record that he reported any of his concerns to any public body. Instead, the plaintiff argues that he can prevail under § 31-51m as long as he can establish that his discharge was "a preemptive" strike by his employer and done with anticipation that such a report to a public body was about to be made by the employee. This argument fails for a couple of reasons. First, as a matter of law, § 31-51m(b) requires, by its plain terms, that an actual report to a public body be made and that the employee was discharged by the employer " because" of that report. The plaintiff concedes that neither the language of the statute nor any cases interpreting it support an argument that an employer can be found liable under § 31-51m even if a report to a public body was never made. Because § 31-51m is a statute in derogation of the common law and must be strictly construed; see, e.g., Location Realty, Inc. v. Colaccino, 287 Conn. 706, 724, 949 A.2d 897 (2008); the court declines to read into the statute a theory of liability that its language does not support. Here, no actual report was ever made by the plaintiff. As a result, the plaintiff's termination cannot have occurred as a direct result of the plaintiff making a report of a violation.
Additionally, even if the plaintiff's "preemptive discharge" claim was actionable under § 31-51m, the plaintiff offers no competent summary judgment evidence to show that he actually ever made a decision to report a violation of law to a public body, and/or that anyone at MacDermid was aware of any future intention by the plaintiff to report a suspected violation of law to a public body.
Based on all of these reasons, the court finds that the plaintiff has failed to provide competent summary judgment evidence that he made a report to a public body and, thus, he has failed to meet his burden of proof under Arnone v. Enfield, supra, 79 Conn.App. 507, to show a prima facie case of retaliatory discharge under § 31-51m. In light of this conclusion, it is unnecessary to reach MacDermid's claim that this court is barred by the ninety-day statute of limitation found in General Statutes § 31-51m(c).
2. Plaintiff's breach of contract claim
MacDermid next moves for summary judgment on count two of the plaintiff's complaint, which alleges that the "Code of Conduct and Corporate Compliance Manual" ("Code of Conduct") issued by MacDermid created an implied contract of employment. Specifically, the plaintiff relies upon certain statements in the Code of Conduct that require employees to "deal honestly and fairly with customers" and that "lies or misrepresentations about the nature, quality or character of MacDermid's services and products are both illegal and contrary to [c]ompany policy." MacDermid contends that the manual did not create an employment contract between it and the plaintiff and therefore the plaintiff was an at-will employee who could be terminated at any time without cause. The court agrees with MacDermid.
"In Connecticut, an employer and employee have an at-will employment relationship in the absence of a contract to the contrary." (Internal quotation marks omitted.) Thibodeau v. Design Group One Architects, LLC, supra, 260 Conn. 697. Our Supreme Court has also recognized that "all employer-employee relationships not governed by express contracts involve some type of implied `contract' of employment. There cannot be a serious dispute that there is a bargain of some kind; otherwise the employee would not be working . . .
"Typically, an implied contract of employment does not limit the terminability of an employee's employment but merely includes terms specifying wages, working hours, job responsibilities and the like. Thus, as a general rule, contracts of permanent employment, or for an indefinite term, are terminable at will." (Citations and internal quotation marks omitted.) Torosyan v. Boehringer Ingelheim Pharmaceuticals, Inc., 234 Conn. 1, 13-14, 662 A.2d 89 (1995).
Employment agreements for an indefinite duration grant an employer the right to terminate the relationship for any reason, or no reason, at any time without fear of legal liability. Id., 14. The only exception to this rule is if the termination violates our federal or state constitution, an anti-discrimination statute or is otherwise actionable under Sheets v. Teddy's Frosted Foods, supra, because it violates some important public policy. If, however, an express or implied employment contract for a definitive term exists between the employer and employee, the employment relationship may be terminated by the employer only for "cause." Torosyan v. Boehringer Ingelheim Pharmaceuticals, Inc., supra, 234 Conn. 14-15.
In this case, there is no genuine issue of material fact regarding whether the plaintiff was an employee at will who could be discharged by MacDermid with or without cause. First, the plaintiff readily and repeatedly admits that he was an at-will employee. See Plaintiff's Memorandum in Opposition to Motion for Summary Judgment at page 23 ("There is no dispute that Plaintiff was an at-will employee."). At his deposition, the plaintiff conceded that he could be fired by MacDermid at any time and that MacDermid had not promised him employment for a definite period of time. The plaintiff also signed a document stating that no document or manual "provided to the employee is intended to be, nor should it be, construed as a guarantee that employment or any benefit will be continued for any period of time." Finally, at oral argument on this motion, counsel for the plaintiff repeatedly conceded that his client was an employee at-will and could be terminated without cause.
Despite these concessions and undisputed facts, the plaintiff still attempts to argue that his acceptance of certain provisions contained in MacDermid's Code of Conduct create an enforceable contract that MacDermid breached by firing him. This argument is self-contradictory and illogcical.
It is true, of course, that in some instances that "representations contained in an employee relations manual" may be used as a basis for a claim of breach of contract because they contain an implied promise that the employee will only be discharged for cause. See, e.g. Magnon v. Anaconda Industries, Inc., 193 Conn. 558, 564, 479 A.2d 781 (1984). In such cases, the implied promise that the employee will only be discharged for cause transforms the nature of the relationship from employment at-will to a contractual employee who will be employed for as long as there is no cause to terminate the employment. Thus, the plaintiff's concession that he was employed at-will is totally at odds with his claim that he had contractual rights under MacDermid's Code of Conduct.
The plaintiff's reliance on Torosyan v. Boehringer Ingelheim Pharmaceuticals, Inc., 234 Conn. 1, 13, 662 A.2d 89 (1995), is entirely misplaced. In Torosyan, the plaintiff brought a breach of contract action against his employer after he was fired by his employer. Id., 3. His employer falsely accused him of falsifying an expense report and he was then fired without cause. Id. The employer argued that the plaintiff was not an employee at-will and the plaintiff argued that he was employed under an implied contract and thus could only be fired for cause. Id. 11. Specifically, the plaintiff in Torosyan argued that an employee manual containing the following language created an implied contract: "[T]he company recognizes it right and obligation to operate and manage its facilities. This includes the right to hire, discharge for cause, promote, demote, reclassify and assign work to employees." (Emphasis in original; internal quotation marks omitted.) Id., 9.
On the basis of this language and other oral representations made to the plaintiff in Torosyan, our Supreme Court affirmed the trial court's conclusion that the plaintiff was not an employee at-will but instead could only be terminated for cause. Id., 16-20. Additionally, the court concluded that the same employment agreement gave him certain procedural rights to speak to an executive of the company before being terminated for cause. Id., 17.
Nowhere in Torosyan, however, does the Supreme Court state or even imply that an employee at-will (which the Torosyan plaintiff was not) can bring a breach of contract action challenging his termination based upon an employee manual that does not include an express or implied agreement that the employment may be terminated only for cause. In absence of such an agreement, the employee at-will can be terminated for any reason, no matter how unfair or illogical, as long as the termination does not violate the federal or state constitution, anti-discrimination statutes, or an important public policy.
In the present case, the plaintiff's repeated concession that he was an employee at-will compels the conclusion that they cannot bring a breach of contract claim challenging his termination. Even without this concession, the conclusion must be the same. There simply is no language in the contract that creates a genuine issue of material fact regarding the existence of an agreement between the plaintiff and MacDermid that would limit MacDermid's right to terminate his employment.
Although the plaintiff argues that the Code of Conduct "requires" employees to act in accordance with certain ethical and legal obligations, the Code of Conduct itself indicates that the policies included in the Manual are merely aspirational in nature and do not contain the requisite language in order to create a binding contractual obligation upon MacDermid. "The mere fact that the plaintiff believed the guidelines to constitute a contract does not bind [the defendant] without some evidence that it intended to be bound to such a contract." (Internal quotation marks omitted.) Reynolds v. Chrysler First Commercial Corp., 40 Conn.App. 725, 730, 673 A.2d 573, cert. denied, 237 Conn. 913 (1996).
For example, in regards to the Manual's supposed requirement to "deal honestly and fairly with customers," it should be noted that the heading of that section includes the statement that "[a]ll MacDermid employees should follow these ethical guidelines." (Emphasis added.) Likewise, a more complete reading of the page outlining the Manual's supposed prohibition from "lies or misrepresentations about the nature, quality or character of MacDermid's services and products" simply indicates that such practices "should be avoided." Even the signature page incorporated in the manual makes no mention of required compliance with the Manual's included provisions by any party and merely asks the employee receiving the Manual to "certify that [they] have read and understand . . . [the] Manual." Accordingly, the plaintiff's breach of contract claim fails.
III. CONCLUSION
For all of these reasons, the court denies the plaintiff's motion for leave to amend the complaint and grants MacDermid's motion for summary judgment. Judgment shall enter accordingly.