Starzynski v. Capital Public Radio, Inc.
2001 Cal. Daily Op. Serv. 2609, 2001 Daily Journal DAR 3191, 88 Cal. App. 4th 33 (2001)
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Rule of Law:
An express, signed at-will employment agreement cannot be overcome by a supervisor's contradictory oral assurances of job security, especially when the written agreement specifies that only the board of directors can modify its terms.
Facts:
- Beginning in 1979, Charles Starzynski was employed as a program director for Capital Public Radio, Inc. (CPR).
- Starzynski's supervisor, Phil Corriveau, orally assured him that his employment could be terminated only for good cause.
- In December 1991, Starzynski signed an 'Employment At-Will Contract And Acknowledgement Form'.
- The form expressly stated that employment was at-will and could be terminated at any time, with or without cause.
- The form further stipulated that only the Board of Directors, by affirmative action, had the authority to change the at-will employment relationship.
- Three days after Starzynski signed the agreement, his supervisor, Corriveau, again told him that his employment would not be terminated as long as his performance was satisfactory.
- Starzynski resigned from his employment in January 1998, citing intolerable working conditions.
Procedural Posture:
- Charles Starzynski filed a complaint against his former employer, Capital Public Radio, Inc. (CPR), in the trial court.
- The complaint alleged wrongful discharge based on theories of breach of implied contract, breach of the implied covenant of good faith and fair dealing, and constructive discharge.
- The trial court granted summary judgment in favor of the defendant, CPR.
- Starzynski (appellant) appealed the trial court's judgment to the California Court of Appeal.
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Issue:
Does a supervisor's oral assurance that an employee's job is secure create an enforceable implied contract for termination only for cause when the employee has signed an express written agreement stating employment is at-will and that only the company's board of directors can alter that status?
Opinions:
Majority - Sims, Acting P. J.
No. An express written at-will employment agreement controls over any conflicting oral assurances from a supervisor. The court reasoned that there cannot be a valid express contract and an implied contract covering the same subject with different results; the express term is controlling. Here, Starzynski signed a clear and unambiguous agreement stating his employment was at-will. That agreement also specified that only the board of directors could modify the at-will status. Since the supervisor's oral assurances did not constitute an 'affirmative action' by the board, they were legally ineffective to modify the written contract. Because the employment was at-will, CPR could terminate him 'for any or no reason,' which precludes his claims for breach of an implied contract, breach of the covenant of good faith and fair dealing, and wrongful constructive discharge based on intolerable working conditions.
Analysis:
This decision solidifies the legal strength of written at-will employment agreements in California. It clarifies that such agreements, particularly those containing specific clauses on how they can be modified (integration or modification clauses), provide employers with a robust defense against claims of implied contracts based on informal oral assurances. The ruling emphasizes that employees cannot rely on a manager's promises when a signed contract explicitly contradicts them and limits who has the authority to make changes. This precedent incentivizes employers to use clear, written contracts to define employment relationships and limits the ability of employees to introduce extrinsic evidence of contrary oral agreements.
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