Opinion
Civil No. 00-1640-HA
April 9, 2001
Attorneys for Plaintiff :
David P.R. Symes and Jay A. Zollinger Perkins Coie, LLP PacWest Center 1500 Portland, Oregon
Attorneys for Defendant :
Robert E.L. Bonaparte, Bonaparte and Bonaparte, Portland, Oregon
OPINION AND ORDER
I. Introduction
Pending before the court is Defendant Curtis's ("Curtis's") motion to compel initial disclosures and Plaintiff Oracle Corporation's ("Oracles'") motion to dismiss Curtis's counterclaim for wrongful discharge. For the reasons set forth below, the motion to compel is denied, and the motion to dismiss is granted.
II. Motion to Dismiss
Defendant Curtis is a former employee of Plaintiff Oracle. He began working for the company in 1987. Oracle fired Curtis from his employment on May 28, 1999, a month and a half before Curits's stock options were set to vest on July 10 and 11, 1999. Nonetheless, in March 2000, Curtis was able to exercise his options through an electronic brokerage account. He realized approximately $2 million as a result of the transaction. Oracle brought this action against Curtis and his wife as a result of the allegedly improper transaction. In turn, Curtis filed counterclaims against Oracle, including a claim for wrongful discharge. According to Curtis, Oracle fired him after he suffered complications from a hernia operation and was temporarily unable to work. Curtis alleges that Oracles' actions give rise to wrongful-discharge claims because his firing violated the Family Medical Leave Act and because his firing was timed to deprive him of his options before they vested. Oracle challenges the legal basis for the second prong of his wrongful discharge claim, that the firing was intended to deprive him of his options. On a motion to dismiss, the court must accept all of the non-moving party's factual allegations as true, and all reasonable inference must be drawn in favor of the non-moving party. Pelletier v. Federal Home Loan Bank of San Francisco, 968 F.2d 865, 872 (9th Cir. 1992).
Oracle argues that Curtis was an at-will employee and thus could be fired at any time. It also notes that although a wrongful-discharge claim is an exception to the general at-will employment rule, a claim for wrongful discharge is available only in a narrow set of circumstances. "Oregon courts have generally allowed such `public policy' tort actions in two situations: (1) when an employee is fired for performing an important public duty or societal obligation; and (2) when an employee is fired for exercising private statutory rights that relate to the employment and that reflect an important public policy." Babick v. Oregon Arena, 160 Or. App. 140, 143-44, 980 P.2d 1147 (1999).
In support of his claim, Curtis cites an Oregon contract case with highly analogous facts. In Thompson v. Burr, 260 Or. 329, 490 P.2d 157 (1971), the plaintiff-employee had a written contract with the employer to be paid a bonus based on his work through December 31st of each year as long as he was still employed on April 1st of the following year. Thus, the plaintiff was entitled to payment of the previous year's bonus as long as he worked for the company on April 1st of the following year. The employer fired the plaintiff, without cause, three weeks before the April 1st eligibility date and refused to pay him his bonus. Both the trial court and the Oregon Supreme Court rejected the employer's argument that the bonus was not owed because the plaintiff was an at- will employee who could be fired at any time. The Supreme Court quoted the trial court:
Now, unless the employer has good cause . . . the fact that the employer can let an employee go at any time doesn't mean that he can make this kind of an agreement and then when it's about ready to ripen, without good cause, can let the man go and still maintain the benefits of the employment bargain which he made with him. So in this case the plaintiff will be entitled to recover the amount of the bonus.
Id. at 333. The appellate court agreed with the trial court, noting that the bonus was offered as an incentive for the employee to stay on the job. Id.
That offer became binding as a unilateral contract upon acceptance by plaintiff by staying on the job for the entire calender year of 1968 and until the date of his discharge in March 1969. It is clear that plaintiff also would have "stayed on the job" until April 1, 1969, but for his discharge less than three weeks before that date. . . .
[T]he bonus payments were not a mere `gratuity,' to be paid to qualified employees, or withheld from them, at defendant's whim and caprice, but that it was an offer to make a bonus payment to any employee who "stayed on the job" and qualified for such payments, so as to become a binding unilateral contract upon such an acceptance by such an employee and in consideration of his continued employment.
Id.
The stock options Oracle had offered Curtis are analogous in character to the bonus. Viewing the facts in the light most favorable to Curtis, the stock options were structured so that Curtis would remain an employee of Oracle. When Oracle fired Curtis a little over a month before his stock options were to vest, it arguably breached a unilateral contract with Curits. Thompson makes clear that an employer remains free to fire an at-will employee shortly before a bonus is due, but the employer is still obligated to pay the bonus. Id. Curtis's stock options are comparable to the bonus in Thompson and arguably support a unilateral-contract claim. Curtis, however, brings his claim under the rubric of a wrongful-discharge claim. A wrongful discharge claim is based on the wrongful termination of the employment relationship. See Whitman-McCoy v. Department of Corrections, 132 Or. App. 45, 50, 887 P.2d 375 (1994) (the injury stems from the "bare infringement" of the protected interest resulting from the discharge). Thompson stands only for the proposition that a bonus that has almost been earned must be paid unless the employee is fired for good cause. Id. Thompson does not stand for the proposition that the employee cannot be fired or is entitled to anything other than payment of the unpaid bonus. Thus, Thompson does not support a wrongful- discharge claim. Therefore, Oracles' motion to dismiss Curtis's wrongful discharge claim is granted. Curtis, however, is given leave to replead his counterclaim as one for breach of a unilateral contract.
III. Motion to Compel Initial Disclosures.
Curtis seeks to compel compliance by Oracle with the new federal rules requiring initial disclosures. This case was filed on November 30, 2000. On December 1, 2000, Local Rule 26.2, which requires initial disclosures pursuant to F.R.C.P. 26(a)(1), went into effect. By its terms, Local Rule 26.2 applies only to cases filed after December 1, 2000. As Oracles' complaint was filed before December 1, 2000, the motion to compel initial disclosures is denied.
IV. Conclusion.
Plaintiff Oracles' motion to dismiss Defendant Curtis's counterclaim, (doc. 11), is granted. Defendant Curtis is given leave to replead his counterclaim as one for breach of a unilateral contract. Defendant Curtis's motion to compel initial disclosures, (doc. 9), is denied.
IT IS SO ORDERED.