Appeal from Superior Court of King County. Docket No: 94-2-07078-9. Date filed: 11/14/95. Judge signing: Hon. Sharon Armstrong.
Authored by Susan R. Agid. Concurring: William W. Baker, H. Joseph Coleman.
The opinion of the court was delivered by: Agid
AGID, J. -- Richard C. McDowell appeals the trial court's order granting summary judgment to MetLife Capital Corporation on his claim for wrongful discharge. He argues that there is a genuine issue of material fact about whether there was an implied contract to terminate only for cause. We conclude that there was no implied contract and affirm.
MetLife initially hired McDowell as an independent contractor to provide consulting services for its anticipated conversion of its data management system. On April 16, 1991, MetLife offered McDowell a position as Vice President of Management Information Systems (MIS) which he accepted. McDowell's primary responsibility was to develop a software system (PRISM) to bring MetLife's data management capabilities up to date. Although the target date for completion and implementation of the PRISM system was June 30, 1992, that date had changed to November 30, 1992, by the beginning of that year. By September 1992, the project was also $417,000 over budget. On September 22, John Cornwall, MetLife's President and CEO, met with McDowell to discuss these problems, as well as additional concerns related to McDowell's attitude and conduct. Cornwall wrote a memorandum to the file to memorialize the meeting. It concluded with the following statement:
In Conclusion, I feel Rich should be evaluated quarterly to see if he is making progress in the areas of credibility, communication, expenses and attitude. Should progress not be forthcoming, Rich should be placed on probation and then terminated, following an adequate period of time in which he may work toward correcting his faults.
Neither McDowell nor Tom Munro, McDowell's direct supervisor, received a copy of the memorandum from Cornwall. Rather, McDowell received a copy at some later time from Pam Taylor, Vice President of Human Resources, after she told him in the course of a Discussion regarding related matters there was something in his personnel file of which he should be aware. Taylor also gave Munro a copy of Cornwall's memorandum. Munro testified that he did not understand the final paragraph to mean he should institute formal reviews on a quarterly basis because Cornwall had directed the memorandum to the file and not to him for action. Rather, he understood it simply as an expression of Cornwall's own intention to monitor McDowell's progress on a quarterly basis.
When McDowell was next evaluated on March 1, 1993, Munro noted that the PRISM system was still seriously behind schedule and appropriate planning and budget controls were not yet in place. In May 1993, McDowell was involved in a verbal altercation with another employee about their respective responsibilities in connection with MetLife's move to new premises. Cornwall learned of the altercation through non-company sources.
He told Munro he thought Munro should fire McDowell because what he had heard about the altercation was consistent with prior complaints about McDowell. Munro told McDowell he had been instructed to fire him but did not want to terminate his employment until the PRISM system was delivered.
Munro proposed that they work out some arrangement for McDowell to resign at some later time. Munro believed that Cornwall did not agree with his decision to allow McDowell to stay on. Cornwall did, however, acquiesce.
On June 4, 1993, Munro gave McDowell a letter confirming his understanding of the terms of McDowell's continued employment with MetLife based on their earlier conversation. McDowell's response, dated June 13, was as follows:
Thank you for your [June 4] memo discussing terms of my continuing employment.
By way of this memo, I wish to remind you that per my Discussion with you on June 4, 1993, I have not accepted all of the terms that you have proposed.
Munro returned from a trip on June 17 and learned McDowell had told people who did not directly report to him that he was going to be fired. This was contrary to Munro's expressed concern during their conversation that doing so would have a negative impact on morale and his understanding that they had agreed that any arrangement ...