Opinion
No. 2-402 / 01-1797
Filed January 15, 2003
Appeal from the Iowa District Court for Woodbury County, James D. Scott, Judge.
Plaintiff appeals from the district court's ruling granting the defendant's motion for summary judgment in his action for breach of contract, promissory estoppel, and a violation of Iowa Code chapter 91A (1999). AFFIRMED.
René Charles Lapierre of Klass, Stoik, Mugan, Villone, Phillips, Orzechowski, Clausen Lapierre, L.L.P., Sioux City, for appellant.
Ellen G. Sampson and Amy E. Walsh of Leonard, Street and Deinard, Minneapolis, Minnesota, and Gregg E. Williams of Heidman, Redmond, Fredregill, Patterson, Plaza, Dykstra Prahl, L.L.P., Sioux City, for appellee.
Considered by Vogel, P.J., and Miller and Vaitheswaran, JJ.
Jeff Layman appeals from the district court's ruling granting Agriliance's motion for summary judgment in Layman's action alleging breach of contract, promissory estoppel, and a violation of Iowa Code chapter 91A (1999). He contends the trial court erred by determining as a matter of law that he was not entitled to severance benefits under any of the three theories advanced. We affirm.
I. BACKGROUND FACTS.
Jeff Layman commenced his employment with Terra International in 1988 in Ohio. He eventually moved to LeMars, Iowa, and worked out of Sioux City beginning in 1994. In February 1999, Layman accepted a position with Terra as an area manager in Michigan. Layman's family remained in LeMars.
In March 1999, it was announced that Cenex/Land O'Lakes Agronomy Company was purchasing Terra. Layman's position immediately changed from managing retail outlets to transitioning retail outlets to local cooperatives. Layman's Michigan position was to exist until enough facilities had transitioned to local cooperatives. There was no defined time frame for this position to terminate.
Cenex/Land O'Lakes Agronomy Company is now known as Agriliance, L.L.C. For the sake of clarity, we will refer to the Agronomy Company as Agriliance.
In November 1999, Layman was offered a position with Agriliance in eastern Iowa/southeastern Minnesota (IA/MN position) as an area manager. Layman traveled around this area with his would-be supervisor, Larry Roiger, in late November or early December 1999. Layman expressed his concern that he would lose his severance package if he accepted the IA/MN position. Roiger stated he would talk to the personnel department and would briefly extend the severance agreement so that Layman would be eligible for severance pay if he was not satisfied with his new position.
Layman accepted the IA/MN position, and worked in that position as well as his Michigan position until mid-January 2000. At that time, he resigned from Agriliance to work for a competitor, United Ag Products, in Michigan. In an email, Layman stated the reason for his job change was to be nearer his family.
Layman requested severance and/or retention benefits, but his request was denied. He filed suit, alleging breach of contract, promissory estoppel, and a violation of Iowa Code chapter 91A. Agriliance filed a motion for summary judgment, which the district court granted. Layman appeals.
II. SCOPE OF REVIEW.
We review a summary judgment ruling for the correction of errors of law. Iowa R.App.P. 6.4; Hameed v. Brown, 530 N.W.2d 703, 706 (Iowa 1995). Summary judgment is appropriate only if there is no genuine issue of material fact, and the moving party is entitled to judgment as a matter of law. Iowa R.Civ.P. 1.981(3). On appeal, our task is to determine whether a genuine issue of material fact exists and whether the district court correctly applied the law. Red Giant Oil Co. v. Lawlor, 528 N.W.2d 524, 528 (Iowa 1995).
III. BREACH OF CONTRACT.
Layman contends the trial court erred by determining he was not entitled to severance benefits based on Agriliance's alleged breach of contract. Layman points to three documents in this case, and states in his appellate brief that "it is difficult to determine exactly which one was breached given the corporate `ins and outs' that occurred." In a breach-of-contract claim, the claimant must prove (1) the existence of a contract, (2) the terms and conditions of the contract, (3) he has performed all the terms and conditions required under the contract, (4) the defendant's breach of the contract in some particular way, and (5) damages as a result of the breach. Molo Oil Co. v. River City Ford Truck Sales, Inc., 578 N.W.2d 222, 224 (Iowa 1998).
There are three different documents Layman contends Agriliance may have breached. The first is a letter from Terra's CEO dated May 19, 1999. We agree with the trial court that the letter is vague, and there is nothing in the record to show Agriliance assumed responsibility for the letter, was a party to it, or agreed to its terms. Therefore, Agriliance is not bound by it.
The second document is entitled, "Transferred Employee Severance and Retention Plan," from Agriliance, which provides for severance pay upon a qualifying event. The trial court determined a qualifying event, relocation, did not occur. On appeal, Layman agrees this is not a case about relocation. Instead, he argues "the court neglected to recognize the promises made or allegedly made by Larry Roiger — if you do not like the job I will make sure you get severance, or words to that effect — in other words the qualifying event would have been `terminates employment for other than cause.'" The qualifying event he relies upon occurs if Agriliance "[t]erminates the Employee's employment for a reason other than For Cause." However, Agriliance did not terminate Layman's employment. Instead, Layman terminated his employment with Agriliance to accept a job with United Ag Products. The qualifying event Layman has relied upon did not occur. Thus, he is not entitled to severance benefits based on this second document.
The third document is a letter, "RE: Retention Incentive Arrangement." The letter provided for retention payments for employees. However, it provided that, "The time frame of this Arrangement is through December 31, 2000 or when your position is officially eliminated," and further provided the arrangement would be void if Layman accepted another position with Agriliance or any of its affiliates. Layman accepted the IA/MN position with Agriliance, and did so about one and one-half months before his Michigan position was eliminated and he resigned his IA/MN position, both of which occurred in mid-January 2000. Because he accepted the IA/MN position, the "Retention Incentive Arrangement" is, by its terms, void as to him and he is not entitled to retention payments.
We conclude the trial court correctly granted summary judgment as to the breach of contract claim.
IV. PROMISSORY ESTOPPEL.
Layman asserts he was entitled to severance benefits based on the theory of promissory estoppel. He claims his Michigan position was over, which would have entitled him to benefits, and if not for the promises made by Roiger, he would not have taken IA/MN position.
To establish a claim for promissory estoppel, the plaintiff must establish the following: (1) there was a clear and definite promise, (2) the promise was made with the promisor's clear understanding that the promisee was seeking an assurance upon which the promisee could rely and without which he would not act, (3) the promisee acted to his substantial detriment in reasonable reliance on the promise, and (4) injustice can be avoided only by enforcement of the promise. Schoff v. Combined Ins. Co. of Am., 604 N.W.2d 43, 49 (Iowa 1999). The trial court determined that Layman's claim failed because (1) Roiger's statements did not rise to the level of a clear and definite promise, (2) any reliance on Roiger's statements was neither reasonable nor detrimental, and (3) the use of promissory estoppel was not necessary to avoid injustice.
We conclude the trial court correctly granted summary judgment as to the promissory estoppel claim. First, we agree that Roiger's statements were not a clear and definite promise that the severance agreement would be extended indefinitely. Rather, the extension of time was for the time necessary for Layman to meet and get to know Roiger and the people Layman would be supervising, all of which occurred at or about the time Layman accepted the job in late November 2000. Further, the extension was for the purpose of allowing Layman to then leave the job if he did not like it, and not for whatever other reason or reasons Layman might later decide to leave. Layman accepted the IA/MN position and resigned a month and a half later, but not because he was unhappy with his new position, the territory he was servicing, Roiger, or the people in his territory. These were the justifications, as understood by both Roiger and Layman, for Layman leaving the IA/MN position that would entitle him to severance pay. Instead, he left Agriliance to take a new and better paying job and remain in Michigan nearer his family. Furthermore, Layman testified he would not have left the IA/MN position had he not accepted a position with United Ag Products.
Second, Layman's reliance on Roiger's statements was not detrimental to him. As we noted above, he left employment with Agriliance to take a better paying job and remain in Michigan, not because he did not like the IA/MN position. Furthermore, he left his Michigan position with Agriliance as well as the IA/MN position. He did not wait until his Michigan position with Agriliance was terminated prior to leaving Agriliance.
Last, we agree with the trial court that the use of promissory estoppel was not necessary to avoid injustice. Layman did not leave Agriliance because he was unhappy with the IA/MN position. Instead, he wished to remain in Michigan. He terminated his employment voluntarily. He left the Michigan position with Agriliance as well. He moved to a position with an Agriliance competitor and received a higher wage from his new employer.
We conclude the trial court correctly granted summary judgment on the promissory estoppel claim.
V. CHAPTER 91A CLAIM.
When an employee's employment is terminated, the employer shall pay all wages earned up to the time of the termination. Iowa Code § 91A.4. "Wages" include severance payments that are due the employee under an agreement with the employer or under a policy of the employer. Iowa Code § 91A.2(7)(b). Because Layman is not entitled to severance benefits under either theory of recovery advanced by him, breach of contract or promissory estoppel, his chapter 91A claim is without merit. Thus, the trial court properly granted summary judgment on this claim.
VI. CONCLUSION.
We conclude the district court did not err in determining that undisputed facts show Layman is not entitled to severance benefits pursuant to the theories of breach of contract, promissory estoppel, or the provisions of chapter 91A. Thus, we affirm the district court's ruling granting Agriliance's motion for summary judgment.