Loghry v. Unicover Corp.
927 P. 2d 706, 1996 Wyo. LEXIS 170, 12 I.E.R. Cas. (BNA) 512 (1996)
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Rule of Law:
An express and unambiguous at-will employment disclaimer, signed by an employee, generally prevents a subsequent oral assurance of job security from forming the basis of a promissory estoppel claim or a 'special relationship' required for a tortious breach of the implied covenant of good faith and fair dealing.
Facts:
- Corey Loghry worked as an administrative assistant for Uni-cover Corporation and developed the 'Lighthouse Project'.
- Before the 'Lighthouse Project' was marketed, a competitor released a similar item, leading corporate officer Brian Hilt to suspect Loghry's supervisor of compromising proprietary data.
- Hilt launched an investigation and asked Loghry to turn over her files on the 'Lighthouse Project' which she had at her home.
- Loghry expressed concern about participating in an investigation targeting her supervisor and feared losing her job if she cooperated.
- Hilt assured Loghry that she would not lose her job if she cooperated in the investigation.
- Upon receiving Hilt’s assurance, Loghry turned over the files to him.
- The president of Uni-cover, Jim Helzer, was informed of Hilt’s actions and his assurances to Loghry.
- Helzer and Loghry's supervisor decided to terminate Loghry's employment, and she was fired the next morning for a lack of loyalty to her supervisor.
Procedural Posture:
- Corey Loghry brought suit against Uni-cover Corporation in district court (trial court) for breach of her employment contract.
- The district court granted partial summary judgment to Unicover, holding that Loghry's employee handbook did not alter her at-will employment status.
- Loghry appealed the partial summary judgment decision to the Wyoming Supreme Court.
- The Wyoming Supreme Court affirmed the district court's grant of partial summary judgment to Unicover, ruling Loghry was an at-will employee (Loghry v. Unicover, 878 P.2d 510 (Wyo. 1994)).
- Following the Wyoming Supreme Court's affirmance, Loghry returned to the district court to pursue claims of promissory estoppel, breach of the covenant of good faith and fair dealing under a tort theory, and a related claim for punitive damages.
- The district court again entered summary judgment in favor of Unicover on these remaining claims.
- Loghry appealed this second summary judgment decision to the Wyoming Supreme Court.
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Issue:
1. Does a conspicuous and effective written disclaimer, preserving at-will employment, foreclose an employee's promissory estoppel claim based on subsequent oral assurances of job security? 2. Does Wyoming law recognize a contractual claim for breach of the implied covenant of good faith and fair dealing in employment contracts? 3. Is a 'special relationship of trust and reliance' demonstrated to support a tort claim for breach of an implied covenant of good faith and fair dealing when an employee provides company documents as requested by a company officer after receiving an assurance of job security?
Opinions:
Majority - GOLDEN, Justice
1. No, a conspicuous and effective written disclaimer preserving at-will employment does foreclose an employee's promissory estoppel claim based on subsequent oral assurances of job security. The court reasoned that Loghry's signed employment application and employee handbook contained clear and unambiguous disclaimers. These disclaimers explicitly stated her at-will status, that only the president could modify employment terms in writing, and that no other employee had authority to make agreements contrary to the at-will status. The court found that such disclaimers made Loghry's reliance on Hilt's subsequent oral assurance of job security unreasonable as a matter of law. To allow promissory estoppel in this context would be to rewrite the terms of the parties' contract, which the court declined to do. Furthermore, as an at-will employee, any change of position by Loghry was considered too insubstantial to amount to reliant conduct, especially since she was already obligated to turn over company documents. 2. No, Wyoming law does not recognize a cause of action for breach of the covenant of good faith and fair dealing under a contract theory in employment. The court stated that Loghry's argument regarding a contractual claim for breach of good faith was not raised in the district court and therefore could not be considered for the first time on appeal. 3. No, a 'special relationship of trust and reliance' was not demonstrated to support a tort claim for breach of an implied covenant of good faith and fair dealing. The court held that Loghry's act of turning over company files to a company officer, even with an assurance of job security, did not constitute valid 'separate consideration' required to establish such a special relationship. Loghry was already legally required to turn over company documents at the request of an officer, so her action did not represent a legal detriment or something she was privileged to keep. Without demonstrating this legal detriment, Loghry failed to establish the existence of separate consideration, which is fatal to her tort claim.
Analysis:
This case significantly reinforces the strength and enforceability of clear and unambiguous at-will employment disclaimers in Wyoming. It establishes that such disclaimers not only preserve the at-will nature of employment but also effectively bar subsequent claims of promissory estoppel or the creation of a 'special relationship' necessary for a tortious breach of good faith, particularly when reliance is placed on unauthorized oral assurances. The ruling sets a high bar for employees attempting to overcome written at-will provisions, highlighting the importance of clear contractual language and limiting avenues for recovery outside of express contract terms, unless valid, separate consideration can be proved to create a special relationship.
