Opinion
NO. 4:00-CV-1826-A
September 27, 2001
MEMORANDUM OPINION and ORDER
Came on for consideration the motion of defendant, Worldwide Flight Services, Inc., for summary judgment. Having reviewed the motion, the response of plaintiff, James Bledsoe, the record, and applicable authorities the court finds that the motion should be denied.
The court notes that plaintiff also filed a request for oral hearing on the motion.
I. Plaintiff's Claims
Plaintiff's amended complaint for monetary damages resulting from defendant's alleged breach of an employment contract, promissory estoppel, and negligent misrepresentation.
Plaintiff's negligent misrepresentation claim was added on September 14, 2001, in an amended complaint.
II. Defendant's Motion for Summary Judgment
Defendant's moves for summary judgement on the grounds that (1) plaintiff's alleged employment contract was not in writing and cannot, therefore, be enforced under the statute of frauds and (2) promissory estoppel may not be applied, as the defendant made no promise to sign an existing contract.
Defendant's motion predates the amended complaint and obviously does not address the negligent misrepresentation claim. The court, therefore, treats defendant's motion as one for partial summary judgment.
III. Undisputed Facts
In late 1999 and early 2000, defendant engaged an executive search firm to fill the position of "Senior Vice President of Ramp Services." The search firm identified plaintiff as a potential candidate and discussions ensued. Eventually the discussion turned to the terms by which plaintiff would resign his then current position as vice president with Pulte Home Corporation ("Pulte") and accept employment with defendant. These discussions culminated on or about April 25, 2000. when the search firm transmitted to plaintiff a detailed, unconditional offer of employment labeled "Draft Terms of Employment Agreement" (the "Agreement"). The Agreement sets out plaintiff's salary, title, benefits, bonus structure, and length of employment. The Plaintiff subsequently resigned his position with Pulte in reliance on the Agreement and on the promise of defendant that the Agreement, or a more formal document containing the same terms, would be signed as soon as plaintiff began his employment with defendant on or about May 29, 2000. Simultaneously, defendant underwent a management change, which resulted in plaintiff's termination, effective June 1, 2000. Neither the Agreement nor any other employment contract was ever signed.
IV. Summary Judgment Principles
A party is entitled to summary judgment on all or any part of a claim as to which there is no genuine issue of material fact and as to which the moving party is entitled to judgment as a matter of law. FED. R. Civ. P. 56(c); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986). The party opposing the motion may not rest on mere allegations or denials of pleading, but must set forth specific facts showing a genuine issue for trial. Anderson, 477 U.S. at 248, 256. To meet this burden, the nonmovant must "identify specific evidence in the record and articulate the `precise manner' in which that evidence support[s] [its] claim[s]."Forsyth v. Barr, 19 F.3d 1527, 1537 (5th Cir. 1994). Where, as here, the moving party has asserted the statute of frauds, the non-movant has the burden to raise a fact issue as to each element of its promissory estoppel defense. Leach v. Conoco, Inc., 892 S.W.2d 954, 959 (Tex.App. — Houston [1st Dist] 1995, writ dism'd w.o.j.).
V. Analysis
A. Breach of Contract
An agreement that is not to be performed within one year from the date of its making must conform to the statute of frauds, i.e. must be in writing and signed by the person to be charged with the promise. Tex. Bus. Com. Code § 26.01 (Vernon 1987). An agreement that does not comply with the statute of frauds may not be enforced. See id. An employment agreement for a term of more than one year is within the requirements of the statute. See Papaila v. Uniden Am. Corp., 840 F. Supp. 440, 446 (N.D. Tex. 1994). Plaintiff is seeking to enforce a contract for a term of greater than one year that defendant did not sign. Plaintiff's suit, therefore, is barred unless an exception to the statute of frauds applies.
B. Promissory Estoppel
The doctrine of promissory estoppel is an exception to strict enforcement of the statute of frauds. Plaintiff alleges that the parties had orally agreed to a three year employment contract, the terms of which were set out in the Agreement, and that defendant promised that the Agreement would be signed during plaintiff's first week with the company. Under Texas law a promise to sign an agreement complying with the statute of frauds will operate to estop the promisor from imposing the statute of frauds upon a showing that (1) the promisor should have expected that his promise would lead the promisee to some definite and substantial injury; (2) such an injury occurred; and (3) the court must enforce the promise to avoid injustice. Nagle v. Nagle, 633 S.W.2d 796, 800 (Tex. 1982); "Moore" Burger, Inc. v. Phillips Petroleum Co., 492 S.W.2d 934, 937 (Tex. 1972). The promised contract must either be an existing contract that, but for lack of signature, would satisfy the statute of frauds or be "one on which the parties have reached agreement on all material terms," even if not reduced to a writing. See EP Operating Co. v. MJC Energy Co., 883 S.W.2d 263, 268-69 (Tex.App.-Corpus Christi 1994, writ denied)
In the present case, the court concludes that plaintiff has raised, at minimum, a fact issue regarding whether defendant promised to sign an agreement that, if signed by defendant, would satisfy the statute of frauds. The court finds that plaintiff has made a showing that defendant should have known that plaintiff would rely on the promise; that plaintiff did, in fact, rely on the promise to his detriment; and that strict application of the statute of frauds would work an injustice to plaintiff.
VI. ORDER
For the foregoing reasons,
The court ORDERS that defendant's motion be, and is hereby, denied.