Opinion
No. TTD CV 05 4002448 S
April 23, 2007
MEMORANDUM OF DECISION
The defendants, the Eighth Utility District of the town of Manchester, Francine Davis, and Alan Fletcher, move for summary judgment with respect to all four counts of the complaint filed by the plaintiff, Elizabeth Tucker.
Summary judgment shall be granted if the pleadings and documentary proof submitted demonstrate that no genuine dispute as to material facts exists and that the movant is entitled to judgment as a matter of law, Practice Book § 17-49.
It is undisputed that, on February 25, 2001, the plaintiff was hired by the district as a full-time office clerk. The district is a political subdivision of the state created by a special act of incorporation dated May 17, 1915. The district is essentially a fire and water services taxing district located within the town of Manchester.
Section 6 of the special act vested the general administrative duties of the district in its president and board of directors. Pursuant to § 27 of the special act, on May 5, 1980, the board of directors amended the bylaws for the governance of the district. Article III § B(4) of the amended bylaws empowers the president of the district to hire and fire employees if these actions are approved by the board of directors.
On December 4, 2002, Alan Fletcher, a member of the board of directors but not president of the district, terminated the employment of the plaintiff as a full-time office clerk.
The plaintiff alleges in the first count of her complaint that she was wrongfully terminated in breach of an express contract. The second count repeats the allegations of the first count and sets forth a claim of breach of implied contract. The third count avers that these allegations constitute a breach of the implied covenant of good faith and fair dealing. Finally, the fourth count alleges a claim of tortious interference with her employment contract against Davis and Fletcher.
I
Because the legal analysis is similar, the court addresses the claim of breach of express and implied contract simultaneously. The plaintiff alleges that Fletcher fired her because she refused to close the district tax collector's office for the funeral of the father of the district president and criticized compensating district employees who attended the funeral during work hours. She asserts that Fletcher had no authority under the bylaws to terminate her employment because he was not the district president nor were his actions approved by vote of the board of directors, and, therefore her termination breached the express or implied contract she had with the district.
It is uncontroverted that, on February 5, 2001, the district sent a letter to the plaintiff offering her the position of full-time clerk in the administrative department of the district. This offer of employment specifies the hours of employment and compensation rate and identifies who the plaintiff's supervisors would be. This letter makes no mention of the bylaws nor contains any term regarding length of employment.
The defendants argue that the plaintiff was an at-will employee. In general, at-will employees can be terminated at any time, for any reason, with or without justification. Krasnik v. Community Action Committee of Danbury, 43 Conn.App. 840, 844 (1996).
The plaintiff counters that the adoption of bylaws which authorize only the district president to discharge employees ought to be regarded as a term of the express or implied contract between the plaintiff and the district and, therefore, the plaintiff was not an at-will employee. In the alternative, the plaintiff argues that the facts alleged would invoke the exception to the traditional rule with respect to at-will employment which recognizes liability for wrongful discharge if an employee is fired for a reason which "contravenes a clear mandate of public policy." Sheets v. Teddy's Frosted Foods, Inc., 179 Conn. 471, 474 (1980).
A.
The court addresses the Sheets exception issue first. This exception to the general rule regarding at-will employment must be narrowly construed to avoid impairment of managerial discretion or to create unwarranted litigation. Id., 477. The pertinent public policy may be found in constitutional or statutory provisions or in judicially conceived notions. Daley v. Aetna Life and Casualty Co., 249 Conn. 766, 798 (1999). Not every violation of public policy is substantial enough to overcome the usual rule as to at-will employment. Burnham v. Karl and Gelb, P.C., 252 Conn. 153, 158 (2000). The employer's impropriety must generate an "important violation of public policy." Id. Even violations of statute may be insufficient to allow a suit for wrongful termination of an at-will employee. Sheets v. Teddy's Frosted Foods, Inc., supra, 480.
The plaintiff suggests that the important public policy violation in this case was the failure of the district to abide by its own bylaws with respect to who has the power to terminate district employees. This hardly qualifies as an important violation of public policy. But more importantly, the plaintiff's focus is misplaced. It is the reason for termination of the at-will employee which must impair an important public policy, and not the method of termination used after the termination decision has been made, which generates the Sheets exception described above.
As noted, the complaint alleges that the plaintiff was terminated because she refused to close the tax office for a funeral and questioned the propriety of compensating employees who chose to attend the funeral service. The court discerns no important violation of public policy justifying abrogation of the general rule that at-will employment may be terminated without good cause.
B.
The plaintiff also contends that the existence of bylaws which vest authority to terminate employees in the district president, with the approval of the board of directors, converts what would otherwise be an at-will employment to one terminable only for just cause. The court rejects this argument, also.In Finley v. Aetna Life and Casualty Co., 5 Conn.App. 394 (1985), the Appellate Court held that termination policies and procedures published in an employee handbook could form the basis of an agreement that no employee would be fired without just cause or without compliance with those procedures. Id., 401-02. The plaintiff urges the court to apply the holding in the Finley case, supra, by analogy, to the case where the bylaws of a political subdivision specify who may exercise the power to discharge employees.
Assuming, arguendo, that the adoption of bylaws is the legal equivalent of the issuance of an employee handbook, the mere existence of bylaws is insufficient to destroy the at-will nature of the employment. As with employee handbooks, the bylaws must make particular reference to a good cause standard for termination before such a provision will be implied as part of the employment contract. Pavliscak v. Bridgeport Hospital, 48 Conn.App. 580, 594 (1998); Christensen v. BIC Corp., 18 Conn.App. 451, 457 (1989). The section of the bylaws relied upon by the plaintiff identifies who may terminate but is silent regarding reasons for termination.
Consequently, the plaintiff, as a matter of law, was an at-will employee of the district, and the district could terminate her employment even without justification. This ruling does not entitle the defendants to a favorable judgment, however.
Fletcher's lack of authority under the bylaws to discharge the plaintiff may still be asserted to thwart the plaintiff's termination despite the plaintiff's at-will status. The court finds that a genuine factual dispute as to the efficacy of Fletcher's action exists which is material with regard to whether the plaintiff was ever validly terminated. While at-will employment may be ended without just cause, the employee must actually be terminated by one empowered to do so. Summary judgment is denied as to the first and second counts.
II
The third count alleges that the plaintiff's termination breached the implied covenant of good faith and fair dealing. Every contract carries with it an implied covenant requiring that each party to the agreement avoid conduct which will defeat the rights of the other parties to receive the reasonably expected benefits of that contract. Barber v. Jacobs, 58 Conn.App. 330, 338 (2000). The covenant is broken by the exercise of bad faith, which is defined as conduct motivated by a dishonest purpose and which exceeds mere negligent behavior. Id.
This covenant "presupposes that the terms and purposes of the contract are agreed upon by the parties and that what is in dispute is a party's discretionary application or interpretation of a contract term." Celentano v. Oaks Condominium Assoc., 265 Conn. 579, 617 (2003). Disagreement between the parties as to the execution of the terms of the contract, standing alone, is insufficient to demonstrate bad faith. "A party to a contract is entitled to take reasonable positions to protect its interests and to resist efforts that would compromise its legal rights." Elliott v. Staron, 46 Conn.Sup. 38, 48, (1997), aff'd 54 Conn.App. 632 (1999); appeal dismissed 255 Conn. 18 (2000).
The implied covenant applies to at-will employment contracts. Doherty v. Sullivan, 29 Conn.App. 736, 742-43 (1992). However, the essence of the doctrine is the fulfillment of the reasonable expectations of the parties including the expectation that the at-will employee may be terminated at any time without cause. Id. For at-will employment agreements, no breach of the implied covenant occurs unless the termination comes within the Sheets exception for violation of important public policy discussed in section I of this memorandum. That is, a breach of the implied covenant analysis is coextensive with the principles of liability for wrongful termination set forth in the Sheets case, supra.
As expressed earlier, however, even an at-will employee, who may be terminated without good reason, must actually be terminated or a breach of contract will occur if the employer ceases payment. The refusal to allow the plaintiff to work and earn wages would thwart her reasonable expectations that her employment would continue until discharged by someone with authority to fire her. Thus, a genuine factual dispute exists as to the validity of Fletcher's action in terminating the plaintiff.
The motion for summary judgment is denied as to the third count.
III
In the fourth count, the plaintiff alleges that Davis and Fletcher tortiously interfered with her contract of employment with the district. The elements of a claim of tortious interference are 1) that a contractual relationship existed between the plaintiff and another party; 2) that the defendant intentionally interfered with the relationship with improper motive or by improper means; and 3) as a result of the interference, the plaintiff suffered actual loss. Downes-Patterson Corp. v. First National Supermarkets, Inc., 64 Conn.App. 417, 429-30 (2001); Daley v. Aetna Life and Casualty Co., supra, 805.
In general, officers, agents, or employees of one of the contracting parties cannot tortiously interfere with that contract, although that same conduct might be a breach of the contract. Appleton v. Board of Education, 53 Conn.App. 252, 267 (1999), reversed on other grounds, 254 Conn. 205 (2000). For at-will employment contracts, this limiting principle is especially important because the employee may be lawfully terminated even in the absence of good cause. To hold that the officer, agent, or employee who terminated the plaintiff could be sued for tortious interference when good cause is lacking, would destroy the very character of at-will employment, viz, that the employee may be fired on unreasonable grounds without incurring liability. An exception to this rule of non-liability arises where the agent of the employer acts, not on behalf of the interests of the principal, but for personal gain. Id.
In the present case, the plaintiff specifically asserts in this count that Davis and Fletcher harbored animus toward her because she was uncooperative with and critical of the plan to close the tax office so that employees could attend the funeral of the district president's father. The desire construed as an abdication of the employer's service for personal gain.
A tortious interference only occurs "when interference resulting in injury to another is wrongful by some measure beyond the fact of the interference itself." Blake v. Levy, 191 Conn. 257, 262 (1983), (emphasis added). In the case at bar, the interference was the plaintiff's termination. It is not the wrongfulness of that termination which can satisfy the requirement of improper motive but instead whether the termination decision was the result of an attempt by Davis or Fletcher to acquire some personal gain beyond the mere removal of the plaintiff from the position. Martin v. Brady, 261 Conn. 372, 377-79 (2002). Otherwise, every wrongful discharge would also be a tortious interference with a contract because the employer's representative necessarily would be acting improperly and without justification in terminating the employee. The terminator must possess an ulterior purpose besides removal of an undesirable employee in order to tortiously interfere with the contract of its own principal or employer. The opinion of Davis and/or Fletcher that the district would be better off without her services, however unwarranted that opinion might have been, fails to satisfy the exception to the rule that an agent of a party to a contract cannot tortiously interfere with that contract.
The motion for summary judgment is granted as to the fourth count.