Summary
finding courts must evaluate the circumstances of the transaction, including the parties' words, actions, and relationship, as an initial inquiry into whether the promise existed
Summary of this case from Farrow Grp. v. Detroit Land Bank Auth.Opinion
No. 337615
03-05-2019
Colleen BODNAR, Greg Bozimowski, Carol Burke, Glenda Calvin, Kevin Cardwell, Leslie Cardwell, Andrea Chelotti, Jana Chrumka, John Cirocco, Cecilia Duronio, Sharon Esguerra, Marianna Flatt, Maria Gamble, Cheryl Robb-Genevich, Kim Glanda, Becca Graham, Mary Margaret Gulowski, Angelique Gwin, Christyne Ison, Steve Kish, Heather Kwiatkowski, Robert Losey, Kathleen McNelis, Jessica Mast, Greg O'Dell, Oscar Ong, Christina Potkay, Kimberly Raffler, Bruce Reed, Nancy Richards, Ksenia Scekic, Sarah Sims, Cindy Thorne, Kelly Trethewey, Yolanda Wilkins, Marie Williams, Sheila Williamson, Kenneth Andrew Willard, and Ruthanne Wirth, Plaintiffs-Appellants/Cross-Appellees, and Tracy Chase, Plaintiff/Cross-Appellee, v. ST. JOHN PROVIDENCE, INC. and Ascension Health, Defendants-Appellees/Cross-Appellants.
Shea Aiello, PLLC (by David J. Shea, Rochester, and Frank T. Aiello, Southfield) for plaintiffs. Hall, Render, Killian, Heath & Lyman, PLLC, Troy (by Bruce M. Bagdady and Jonathon A. Rabin ) for defendants.
Shea Aiello, PLLC (by David J. Shea, Rochester, and Frank T. Aiello, Southfield) for plaintiffs.
Hall, Render, Killian, Heath & Lyman, PLLC, Troy (by Bruce M. Bagdady and Jonathon A. Rabin ) for defendants.
Before: Shapiro, P.J., and Servitto and Gadola, JJ.
Gadola, J. Plaintiffs appeal as of right the trial court's opinion and order granting summary disposition in favor of defendants St. John Providence, Inc. (St. John) and Ascension Health (Ascension). Defendants, in turn, cross-appeal the trial court's denial of their motion to strike certain evidence pertaining to proceedings before Michigan's Unemployment Insurance Agency (the MUIA). We affirm the trial court's opinion and order in its entirety. I. FACTS
Plaintiffs are certified registered nurse anesthetists (CRNAs) formerly employed by St. John at hospitals located in Southfield and Novi, Michigan. Ascension is the parent company of St. John. According to plaintiffs' complaint, because of alleged financial losses, defendants elected in late 2014 to outsource St. John's anesthesiology services and began to negotiate the formation of PSJ Anesthesia, PC (PSJ), a separate entity that would provide those services. Plaintiffs allege that in August 2015, defendants contracted with PSJ to transition the employment of St. John's CRNAs directly to PSJ. In October 2015, plaintiffs were notified of the transition plan and that all CRNAs would cease to be employed by St. John effective December 31, 2015. On or about October 30, 2015, PSJ extended employment offers to the St. John CRNAs, including plaintiffs; however, many of the benefits and premiums to which plaintiffs had been entitled while employed by St. John were either reduced or eliminated.
Plaintiffs declined PSJ's offers of employment on the ground that the offers did not constitute comparable jobs providing commensurate compensation and benefits. Under two employment policies revised and effectuated by St. John in May 2015—the "Staff Reduction In Force/Workforce Transition" policy (the RIF policy) and the "Severance Pay and Benefits for Staff (Non-Management) Associates" policy (the severance-pay policy)—employees who were given notice of position elimination would be required, over a six-month period, to apply for vacant comparable jobs within St. John and would receive priority consideration to interview for such jobs. Eligible employees would be entitled to severance pay and benefits if their positions were eliminated and no comparable jobs were available throughout St. John or Ascension. However, failure to apply for a comparable job or rejection of a comparable job offer would render an employee ineligible to receive severance. The policies define the term "comparable jobs" as positions that paid at least 80% of the employee's current pay rate for which the employee had the ability and qualifications to perform. Under the terms of the policies, plaintiffs maintained that they had not been offered comparable jobs and that they were therefore entitled to severance pay and benefits, as well as to continued employment and compensation for a six-month period.
Maintaining that plaintiffs had declined PSJ's comparable job offers, defendants refused to pay severance and terminated plaintiffs' employment effective December 31, 2015. Plaintiffs subsequently initiated the present action, advancing claims for breach of contract, promissory estoppel, and statutory and common-law conversion. In lieu of an answer, defendants moved separately for summary disposition under MCR 2.116(C)(8) and (10). St. John argued that (1) the RIF and the severance-pay policies did not constitute binding contracts in light of certain disclaimer language, (2) the plaintiffs were not entitled to severance pay under the policies because they refused comparable job offers, (3) the policies did not set forth a clear and definite promise giving rise to a promissory-estoppel claim, and (4) plaintiffs had no vested right to severance, thereby undermining any conversion claim. Ascension asserted the same grounds but additionally maintained that it was not a proper party to the litigation because a corporate parent is generally not liable for the acts of its subsidiary. Defendants also jointly moved to strike from the record certain documents pertaining to unemployment proceedings before the MUIA, arguing that the documents were inadmissible under MCL 421.11. The trial court granted summary disposition in favor of defendants and dismissed each of plaintiffs' claims. The trial court denied defendants' motion to strike, reasoning that it had accorded those materials no weight in light of their minimal probative value. Plaintiffs now appeal the trial court's opinion and order granting defendants' motions for summary disposition, and defendants appeal the trial court's order denying their motion to strike.
II. ANALYSIS
A. STANDARD OF REVIEW
This Court reviews de novo a trial court's ruling on a motion for summary disposition. Maiden v. Rozwood , 461 Mich. 109, 118, 597 N.W.2d 817 (1999). Although not clearly specified in the opinion, the trial court appears to have granted summary disposition under MCR 2.116(C)(10) because it determined that plaintiffs failed to raise any material issues of fact. See Cuddington v. United Health Servs., Inc. , 298 Mich. App. 264, 270, 826 N.W.2d 519 (2012). On appeal, however, we apply the standard of review applicable under MCR 2.116(C)(8). See Detroit News, Inc. v. Policemen & Firemen Retirement Sys. of the City of Detroit , 252 Mich. App. 59, 66, 651 N.W.2d 127 (2002) ("If summary disposition is granted under one subpart of the court rule when it was actually appropriate under another, the defect is not fatal and does not preclude appellate review as long as the record permits review under the correct subpart.") (quotation marks and citation omitted).
Summary disposition is appropriately granted under MCR 2.116(C)(8) when the opposing party has failed to state a claim upon which relief may be granted. Dalley v. Dykema Gossett PLLC , 287 Mich. App. 296, 304, 788 N.W.2d 679 (2010). A motion under MCR 2.116(C)(8) tests the legal sufficiency of a complaint on the basis of the pleadings alone. Id . All well-pleaded factual allegations are to be accepted as true and are to be construed in the light most favorable to the nonmoving party. Johnson v. Pastoriza , 491 Mich. 417, 435, 818 N.W.2d 279 (2012). A party may not support a motion under MCR 2.116(C)(8) with documentary evidence such as affidavits or depositions. Patterson v. Kleiman , 447 Mich. 429, 432, 526 N.W.2d 879 (1994). However, when an action is premised on a written contract, the contract generally must be attached to the complaint and thus becomes part of the pleadings. Laurel Woods Apartments v. Roumayah , 274 Mich. App. 631, 635, 734 N.W.2d 217 (2007) ; see also MCR 2.113(C).
B. BREACH OF CONTRACT
1. EXISTENCE OF A CONTRACT
Whether a contract exists is a question of law to be reviewed de novo. Kloian v. Domino's Pizza, LLC , 273 Mich. App. 449, 452, 733 N.W.2d 766 (2006). Fundamentally, a contract is a promise or a set of promises for which the law recognizes a remedy in the event of a breach of those promises. 1 Restatement Contracts, 2d, § 1, p 5. A promise, in turn, is "a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made." Id . at § 2, p 8. The elements of a contract include: "parties competent to contract, a proper subject matter, legal consideration, mutuality of agreement, and mutuality of obligation." Mallory v. Detroit , 181 Mich. App. 121, 127, 449 N.W.2d 115 (1989). In order for a contract to be formed, there must be an offer and acceptance, as well as a mutual assent to all essential terms. Kloian , 273 Mich. App. at 452-453, 733 N.W.2d 766. This required mutual assent on all material terms is judged by an objective standard based on the express words of the parties and not on their subjective state of mind. Kamalnath v. Mercy Mem. Hosp. Corp. , 194 Mich. App. 543, 548, 487 N.W.2d 499 (1992).
It is well settled under Michigan law that an employer's statement of policy contained in a manual or handbook can give rise to contractual obligations in certain circumstances. See Dumas v. Auto Club Ins. Ass'n , 437 Mich. 521, 529, 473 N.W.2d 652 (1991) (opinion by RILEY , J.). In one of the earliest "policy cases" concerning a severance-pay policy, Cain v. Allen Electric & Equip. Co. , 346 Mich. 568, 570-571, 78 N.W.2d 296 (1956), the employer instituted a "termination pay policy," providing that certain employees with 5 to 10 years of employment would be entitled to two months of pay should their employment be terminated. Two days after the plaintiff gave notice of his voluntary resignation, the employer terminated his employment, effective immediately. Id . at 571, 78 N.W.2d 296. Applying traditional principles of contract law, the Supreme Court considered the employer's unequivocal announcement that it would conduct itself in a particular manner with respect to severance pay and determined that it was not a "mere gratuity" that could be withdrawn but, rather, amounted to an offer on which the plaintiff could reasonably rely. Id . at 579, 78 N.W.2d 296. The Supreme Court further reasoned that the plaintiff had accepted the offer by continuing his employment beyond the five-year period specified in the policy. Id . at 580, 78 N.W.2d 296. Though the policy was subject to change or amendment, the Supreme Court stated that the employer nonetheless could not deny "contract rights gained through acceptance of an offer." Id .
Similarly, in the context of wrongful termination, in Toussaint v. Blue Cross & Blue Shield of Mich. , 408 Mich. 579, 597-598, 292 N.W.2d 880 (1980), the Michigan Supreme Court enforced a provision in the employer's personnel policy manual, which stated that employees could be discharged " ‘for just cause only.’ " The plaintiff, who had specifically inquired about job security when he was hired, was told he would have employment " ‘as long as [he] did [his] job’ " and was given a copy of an employment manual stating the company's just-cause termination policy. Id . at 597, 292 N.W.2d 880. Our Supreme Court held that the just-cause termination policy was enforceable under two theories. Under the first theory, grounded in contract law, the Supreme Court began its analysis by examining the content of the negotiations and the resulting express agreement. Id . at 612-613, 292 N.W.2d 880. The Court concluded that the plaintiff's testimony that he had specifically negotiated with the employer regarding job security, along with the employer's oral assurances, permitted a rational trier of fact to conclude that those assurances and the policy manual became part of the plaintiff's express contract of employment. Id . Under the second theory, grounded in public policy, the Supreme Court held that the employee's "legitimate expectations" premised on his employer's written policy statements gave rise to enforceable contractual rights. Id . at 615, 292 N.W.2d 880.
Our Supreme Court has expressly declined to extend the legitimate-expectations theory beyond the context of wrongful discharge and into the arena of compensation policies. Dumas , 437 Mich. at 529, 473 N.W.2d 652. Although cases like Cain had enforced written policy statements as contractual obligations outside the wrongful-discharge context, the Supreme Court reasoned that they did so under traditional principles of contract law. Dumas , 437 Mich. at 530. The court further noted that if the legitimate-expectations theory were to be broadly applied to all domains governed by employment policies, "then each time a policy change took place contract rights would be called into question. The fear of courting litigation would result in a substantial impairment of a company's operations and its ability to formulate policy." Id . at 531, 473 N.W.2d 652. Therefore, in light of this precedent, any obligations flowing from the policies presently at issue must derive from traditional principles of contract law rather than from plaintiffs' legitimate expectations based on the policies at issue.
In the present case, St. John effectuated the RIF and severance-pay policies in May 2015. According to the severance-pay policy, it superseded any conflicting policies or procedures but was to be "administered in conjunction with [the RIF policy]. Where differences exist, this policy takes priority for those eligible for coverage." The severance-pay policy set forth St. John's general intent to provide severance pay and benefits to associates "when a position is eliminated and a comparable job is not available" through St. John or Ascension, as well as a method for calculating severance pay and benefits.
The RIF policy outlined the specific procedures to be implemented in the event of a reduction in force, including notification of position elimination and the process for reassignment. Under the RIF policy, all affected associates were required to apply for vacant "comparable jobs" to become eligible for severance pay, and rejection of a comparable job offer would render them ineligible for the severance pay. Affected associates would additionally be entitled to "priority consideration" for vacant comparable jobs for a six-month "placement period" from the date of notification of job elimination. However, the RIF policy also included the following disclaimer as part of its general "Policy Statement" near the beginning of the document:
St. John Providence is an "at-will" employer. This means that no associate has a guarantee of employment for any definite duration of time . In addition, no associate is guaranteed that they will only be removed from employment if there is just cause for their removal. Any associate may be removed at any time and for any or no reason. As such, this policy provides guidelines only and does not constitute a contract of any type, or guarantee of continued employment in any position for any duration . [Emphasis added.]
The disclaimer language in the RIF policy plainly conveys St. John's intent not to be contractually bound by either the RIF policy or the severance-pay policy, and thus distinguishes the present case from the outcomes reached in Cain and Toussaint . Although the severance-pay policy did not independently incorporate a disclaimer of contractual intent, it was promulgated along with the RIF policy and specified that it was to be "administered in conjunction with" the RIF policy, except in instances when the two policies conflicted. Because the severance-pay policy does not contain any provision that conflicts with the disclaimer in the RIF policy, the disclaimer applies with equal force to both policies.
Our dissenting colleague contends that the RIF policy's disclaimer is limited in scope to a mere disavowal of a contractual guarantee of just-cause employment rather than a general disclaimer of any contractual guarantees whatsoever. To the contrary, read in context, this provision is contained within a generalized "Policy Statement" that sets forth principles governing the entire document. Indeed, other provisions within this section include St. John's overall endeavor to "minimize the impact on associates," to "generally follow the procedures described in this policy," and to establish a "Policy Review Committee." A broader interpretation is also supported by the plain language of the disclaimer, which states, "[T]his policy provides guidelines only and does not constitute a contract of any type ...." (Emphasis added.) By its own terms, the disclaimer unambiguously applies to "this policy" rather than to "this provision" and specifies that it does not represent a contract "of any type." To limit the scope would be to nullify this plain language. See McCoig Materials, LLC v. Galui Constr., Inc. , 295 Mich. App. 684, 694, 818 N.W.2d 410 (2012) ("Every word, phrase, and clause in a contract must be given effect, and contract interpretation that would render any part of the contract surplusage or nugatory must be avoided."). The disclaimer therefore disavows the intent that any portion of the policies creates a contractual obligation.
Though not binding in the compensation-policy context, wrongful-discharge caselaw employing the legitimate-expectations analysis has reached the same result when a policy contained a disclaimer. In Lytle v. Malady (On Rehearing) , 458 Mich. 153, 162, 579 N.W.2d 906 (1998) (opinion by WEAVER , J.), the plaintiff sought to enforce a provision in an employee handbook stating that no employee would be terminated " ‘without proper cause or reason....’ " The handbook, however, also incorporated a disclaimer, stating that it was " ‘not intended to establish, and should not be interpreted to constitute any contract....’ " Id . (emphasis omitted). The employer later revised the handbook by including an additional disclaimer reserving the right to terminate employees without assigning cause. Id . In applying the legitimate-expectations analysis, our Supreme Court held:
We find this policy is insufficient to overcome the strong presumption of employment at will, particularly where the original handbook also provided that "[t]he contents of this booklet are not intended to establish ... any contract between ... [the employer] and any employee, or group of employees." This contractual disclaimer clearly communicated to employees that the employer did not intend to be bound by the policies stated in the handbook. At the very least, we find the disclaimer renders the "proper cause" statement too vague and indefinite to constitute a promise. For this reason, we hold that the "proper cause" provision on which plaintiff relied did not constitute a promise that could form the basis of a legitimate-expectation claim. [ Id . at 166, 579 N.W.2d 906 (alteration in Lytle ).]
For that reason, the Supreme Court held that the employer had made no promise of just-cause employment and that the policy, as written, was not "reasonably capable of instilling a legitimate expectation of just-cause employment." Id . Accord Heurtebise v. Reliable Business Computers, Inc. , 452 Mich. 405, 550 N.W.2d 243 (1996) (holding in separate opinions that no enforceable rights were created by an employee handbook that contained a disclaimer stating that its provisions were not intended to be construed as a contract). Finally, to the extent plaintiffs interpret Cain as holding that an employee's acceptance of an offer made by an employer may not be defeated by referring to a disclaimer in a general personnel policy or handbook, this argument is unavailing. The "disclaimer" in Cain , 346 Mich. at 570, 78 N.W.2d 296, was a personnel policy providing that its employment policies, including the termination-pay policy, were subject to change or amendment. Cain , 346 Mich. at 570, 78 N.W.2d 296. With respect to this provision, the Supreme Court held that the employer's right to change or amend the policy "could not encompass denial of a contract right gained through acceptance of an offer." Id . at 580, 78 N.W.2d 296. That is, the employer could not retroactively modify its policy in order to deny the plaintiff a contractual right to which the employee was already entitled. Indeed, "a change in a compensation policy which affects vested rights already accrued may give rise to a cause of action in contract." Dumas , 437 Mich. at 530, 473 N.W.2d 652, citing In re Certified Question , 432 Mich. 438, 457, n. 17, 443 N.W.2d 112 (1989). However, those are not the circumstances presented in the instant case. Here, the disclaimer was contained within the very pair of policies that set forth procedures concerning the reduction in force and severance pay. And unlike Cain , the disclaimer presently at issue prevented a contractual offer from ever arising. Accordingly, plaintiffs never attained any contract rights.
Independent from its analysis regarding the contractual disclaimer, the Supreme Court also held that the employer had changed its policy to at-will employment and that the plaintiff had actual notice of this change in accordance with In re Certified Question , 432 Mich. 438, 455-457, 443 N.W.2d 112 (1989). Lytle , 458 Mich. at 168-169 (opinion by Weaver , J.).
Because the disclaimer prevented any contractual obligation from arising under either the RIF policy or the severance-pay policy, we affirm the trial court's dismissal of plaintiffs' breach-of-contract claim.
2. CONTENT OF THE POLICIES
Plaintiffs' breach-of-contract claim is premised on two theories: that defendants failed to pay plaintiffs severance and benefits and that defendants prematurely terminated plaintiffs' employment and priority consideration for vacant positions before expiration of the six-month placement period. Even if the RIF and severance-pay policies were contractually binding on defendants, which we conclude they were not, we further hold that the terms of those policies did not entitle plaintiffs either to severance pay or to continued employment or priority consideration during the six-month placement period.
A court's primary obligation when interpreting a contract is to determine the intent of the parties. Quality Prod. & Concepts Co. v. Nagel Precision, Inc. , 469 Mich. 362, 375, 666 N.W.2d 251 (2003). The parties' intent is discerned from the contractual language as a whole according to its plain and ordinary meaning. Radenbaugh v. Farm Bureau Gen. Ins. Co. of Mich. , 240 Mich. App. 134, 138, 610 N.W.2d 272 (2000). When a contract is clear and unambiguous, the provisions reflect the parties' intent as a matter of law and courts are to construe and enforce the language as written. Coates v. Bastian Bros., Inc. , 276 Mich. App. 498, 503, 741 N.W.2d 539 (2007). A contract is not open to judicial construction unless an ambiguity exists. Rory v. Continental Ins. Co. , 473 Mich. 457, 468, 703 N.W.2d 23 (2005). A contract is ambiguous only when two provisions "irreconcilably conflict with each other" or "when [a term] is equally susceptible to more than a single meaning." Coates , 276 Mich. App. at 503, 741 N.W.2d 539 (quotation marks and citations omitted; alteration in Coates ). Whether a contract is ambiguous is a question of law, while determining the meaning of ambiguous contract language becomes a question of fact. Id . at 504, 741 N.W.2d 539 (quotation marks omitted). a. SEVERANCE PAY
The severance-pay policy provides that it was intended to provide severance pay and benefits to associates "when a position is eliminated and a comparable job is not available throughout St. John Providence (SJP), Ascension Health or any subsidiary of Ascension Health (AH), or with a transferred owner/employer." Both the severance-pay policy and the RIF Policy define a "comparable job" as a "[p]osition within at least 80% of [an] associate's current pay rate and for which they have the ability and qualifications to perform." The RIF policy further provides that "[a]ny associate who rejects a Comparable job offer will be considered to have voluntarily resigned" and "will not be eligible for severance or further priority consideration."
In October 2015, PSJ offered plaintiffs positions as CRNAs at the same base rate of pay they had previously earned when employed by St. John. However, the offers reduced or eliminated other terms and benefits of employment, including overtime and other premium rates of pay, contributions to health savings accounts, short- and long-term disability insurance coverage, and life insurance coverage. Because plaintiffs rejected these offers, defendants denied plaintiffs severance pay and benefits, maintaining that under the RIF and severance-pay policies plaintiffs were rendered ineligible for severance. By contrast, plaintiffs contend that the positions offered were not "comparable jobs" within 80% of their "current pay rate" because they did not include many of the premiums and benefits plaintiffs had received when employed by St. John. In response, defendants argue that "current pay rate" refers only to an employee's base rate of pay and not to those additional fringe benefits and premiums enumerated by plaintiffs. The issue presented thus centers on the policies' use of the phrase "current pay rate." Although the phrase "current pay rate" is not defined within either of the policies, the fact that a term is left undefined does not render that term ambiguous. Vushaj v. Farm Bureau Gen. Ins. Co. of Mich. , 284 Mich. App. 513, 515, 773 N.W.2d 758 (2009). Rather, as previously discussed, courts must construe the contract in accordance with the ordinary meaning of the terms. Id . A common understanding of the unqualified phrase "current pay rate" would encompass an employee's then-standing base rate of pay and would not include other premiums or benefits such as overtime pay or disability insurance coverage. The policies do not define a comparable job as one within 80% of an associate's "total compensation package," "current pay rate, including premiums and benefits," or "current pay rate, terms, and conditions." To apply the interpretation advocated by plaintiffs would add terms not expressed in the policies' plain language and would effectively rewrite the terms. See McDonald v. Farm Bureau Ins. Co. , 480 Mich. 191, 199-200, 747 N.W.2d 811 (2008) ("[I]t has long been the law in this state that courts are not to rewrite the express terms of contracts."); Northline Excavating, Inc. v. Livingston Co. , 302 Mich. App. 621, 628, 839 N.W.2d 693 (2013) ("We cannot read words into the plain language of a contract.").
Plaintiffs argue that the portion of the severance-pay policy setting forth the method of calculating severance uses the phrases "current base hourly rate," "base rate of pay," and "base rate," thus implying that the term "current pay rate" must be distinguished from the concept of base rate of pay. But this argument undermines plaintiffs' position. The severance-pay policy's use of the three different iterations of "base rate of pay" demonstrates that the terms are used interchangeably and that there is more than one acceptable way of referring to this nontechnical term. Further, an employee's entitlement to severance pay is contingent on receiving no comparable job offers within 80% of the employee's "current pay rate." If the employee receives no such offers, the employee instead receives severance payments in an amount to be determined by referring to the employee's "base hourly rate." It is only logical that these provisions concerning entitlement to severance and the calculation of that severance be interpreted consistently in terms of the employee's pay rate.
On a practical level, applying plaintiffs' interpretation of "current pay rate" would prove virtually impossible. If premiums and fringe benefits were included in the calculation of an employee's "current pay rate," that figure would fluctuate constantly, depending, for example, on the number of overtime or premium hours that an employee worked within a given pay period. As a result of this constant fluctuation, the policies would necessarily have to define what point in time is "current" for purposes of the calculation, whether it be the last day of a biweekly pay period or a yearly or monthly average. Additionally, under such a measure, it would become necessary to make separate calculations for each employee, taking into consideration the amount of overtime each had worked, the amount of reimbursements each had received, and the fringe benefits in which each had enrolled. It would be further necessary to quantify the value of certain fringe benefits such as medical-expense accounts or life insurance buy-up coverage. Had St. John intended the calculation of "current pay rate" to include premiums and benefits, it surely would have made that intention clear and provided a method in the policies for resolving these resulting complications. Because courts avoid interpreting contracts in a manner that would impose unreasonable conditions or absurd results, Hastings Mut. Ins. Co. v. Safety King, Inc. , 286 Mich. App. 287, 297, 778 N.W.2d 275 (2009), we decline to adopt the interpretation advanced by plaintiffs.
Although the dissent asserts that summary disposition would be premature given the lack of discovery into the difficulties of computation, no amount of discovery could rebut the unreasonable complications that would ensue from applying plaintiffs' interpretation. See Oliver v. Smith , 269 Mich. App. 560, 567, 715 N.W.2d 314 (2006) (stating that summary disposition is appropriate if there is no reasonable chance that further discovery will reveal factual support for the opposing party's position).
Accordingly, the plain language of the policies clearly and unambiguously provides that a "comparable job" is defined by reference to an employee's base rate of pay and not to any additional benefits, premiums, terms, or conditions. Because plaintiffs rejected PSJ's offers of employment within 80% of their current base rates of pay, defendants thereafter denied them severance pay and benefits in accordance with the policies. The trial court therefore properly dismissed plaintiffs' breach-of-contract claim premised on defendants' failure to pay severance.
Although we affirm the trial court's conclusion that plaintiffs are not entitled to severance pay under the policies, we find no merit in the court's rationale that plaintiffs presented no evidence that they signed a Confidential Severance, Waiver and General Release Agreement as required under the policies. There is no evidence that plaintiffs were ever presented with the release agreement, and plaintiffs likely would have received the agreement for signature only after they had been determined eligible for severance pay and benefits. However, "[a] trial court's ruling may be upheld on appeal where the right result issued, albeit for the wrong reason." Gleason v. Dep't of Transp. , 256 Mich. App. 1, 3, 662 N.W.2d 822 (2003).
b. PLACEMENT PERIOD
Plaintiffs additionally assert that they were contractually entitled under the policies to receive continued employment, compensation, and priority consideration for vacant positions throughout the six-month placement period. They claim defendants breached this obligation when they prematurely terminated plaintiffs' employment before the six-month period had elapsed. Although the trial court did not reach the merits of this breach-of-contract theory beyond holding that no contract existed, the claim may nevertheless be reviewed on appeal. See Loutts v. Loutts , 298 Mich. App. 21, 23-24, 826 N.W.2d 152 (2012) (holding that a claim raised before the trial court and pursued on appeal is preserved for appellate review).
With respect to the procedures governing a reduction in force, the RIF policy provides that for a six-month "placement period" beginning on the date an associate is notified of job elimination, that associate "will be given priority consideration for interviews for vacant positions for which they are qualified." The RIF policy further states:
1. During the placement period, affected associates will be required to apply for available Comparable Jobs within [St. John] for which they qualify or they will be ineligible for severance.... Employment will end for those associates unable to be placed in any job within [St. John] on their job elimination date .
2. Affected associates on [St. John]'s position elimination list will receive priority consideration to interview for approved vacant, Comparable Jobs within [St. John] for up to six months (including the notification period)....
* * *
5. Any associate who rejects a Comparable job offer will be considered to have voluntarily resigned effective two weeks from the date of the rejection of the offer or on the last day of the notification period, whichever is earlier. Such associates will not be eligible for severance or further priority consideration .
6. Associates who reject an offer that is not Comparable will continue in the placement period and will remain eligible for priority consideration and/or severance. [Emphasis added.]
Though the RIF policy states that during the six-month placement period, affected associates would be granted priority consideration to interview for vacant positions in a comparable job, nothing within the terms can be construed as an offer of continued employment during this period. Indeed, the RIF policy expressly states that employment was at-will, that associates could be "removed at any time and for any or no reason," and that the policy was not to be construed as a "guarantee of continued employment in any position for any duration." It is possible that the six-month placement period could extend priority consideration to associates even after their employment ended. However, the policy clearly states that employment would end on the job-elimination date for associates who had been unable to find alternate placement. Finally, because plaintiffs rejected comparable job offers, they became ineligible for continued priority consideration.
Thus, the terms of the RIF policy do not support plaintiffs' claims that they were entitled to continued employment, compensation, or priority consideration, and the trial court's dismissal of plaintiffs' breach-of-contract claim premised on the placement period was appropriate.
C. PROMISSORY ESTOPPEL
Plaintiffs' promissory-estoppel claim rests on the same bases underlying their breach-of-contract claim: that defendants failed to pay severance and that defendants prematurely terminated their employment and priority consideration. To successfully assert a claim for promissory estoppel, a plaintiff must establish the following elements: "(1) a promise, (2) that the promisor should reasonably have expected to induce action of a definite and substantial character on the part of the promisee, and (3) that in fact produced reliance or forbearance of that nature in circumstances such that the promise must be enforced if injustice is to be avoided." Novak v. Nationwide Mut. Ins. Co. , 235 Mich. App. 675, 686-687, 599 N.W.2d 546 (1999). A promise giving rise to an actionable claim must be "clear and definite," while statements that are "indefinite, equivocal, or not specifically demonstrative of an intention respecting future conduct, cannot serve as the foundation for an actionable reliance." State Bank of Standish v. Curry , 442 Mich. 76, 85-86, 500 N.W.2d 104 (1993). To determine whether a promise existed, courts must objectively evaluate the circumstances of the transaction, including the parties' words, actions, and relationship. Novak , 235 Mich. App. at 687, 599 N.W.2d 546. The doctrine of promissory estoppel must be cautiously applied "only where the facts are unquestionable and the wrong to be prevented undoubted." Id .
Plaintiffs' claim that defendants promised to pay severance and benefits is unavailing for the same reasons the terms of the policies do not support a breach-of-contract claim. Under the policies, payment of severance was contingent on certain circumstances, namely that an associate's position was eliminated and that a comparable job within 80% of the associate's current pay rate was not available. The RIF policy further stated that an associate would be ineligible for severance if he or she rejected a comparable job offer. In accordance with the conclusions already reached, the definition of a "comparable job" set forth in the policies was premised on an employee's base rate of pay and did not include premium pay rates or benefits. Accordingly, because plaintiffs rejected comparable job offers, the policies set forth no promise to pay severance or benefits under the circumstances presently at issue. Nor could plaintiffs have reasonably relied on the policies as extending a promise to pay severance under these circumstances. See Curry , 442 Mich. at 84, 500 N.W.2d 104 ("[T]he reliance interest protected by [1 Restatement Contracts, 2d, § 90, p 242 ] is reasonable reliance ....").
Likewise, for the reasons discussed in this opinion with respect to breach of contract, the terms of the RIF policy do not support plaintiffs' claim that defendants promised to continue plaintiffs' employment, compensation, or priority consideration for the duration of the six-month placement period. With respect to continued employment, the RIF policy contained a disclaimer expressly stating that the document did not guarantee "continued employment in any position for any duration." While affected associates would receive priority consideration for interviews for six months, the RIF Policy also stated that employment would end for associates who had not yet obtained alternate placement on the job-elimination date. Defendants therefore made no promise whatsoever of continued employment. With respect to priority consideration, entitlement is again qualified, as the RIF policy states that rejection of a comparable job offer renders an associate ineligible for continued priority consideration. Under the circumstances currently at issue, defendants made no promise of continued employment or of continued priority consideration, and plaintiffs could not have been reasonably justified in so relying. On these grounds, we affirm the trial court's dismissal of plaintiffs' promissory-estoppel claim. D. CONVERSION CLAIMS
Plaintiffs assert both statutory and common-law conversion claims, alleging that defendants wrongfully converted plaintiffs' severance proceeds, employment benefits, and continued compensation for the duration of the six-month placement period. Conversion is defined under the common law as "any distinct act of dominion wrongfully exerted over another's personal property in denial of or inconsistent with his rights therein." Aroma Wines & Equip., Inc. v. Columbian Distribution Servs., Inc. , 497 Mich. 337, 346, 871 N.W.2d 136 (2015) (quotation marks and citations omitted; emphasis added). In accordance with our determinations that defendants had no contractual or equitable obligations either to disburse severance pay and benefits or to continue plaintiffs' employment for any duration, we conclude that plaintiffs had no ownership interest in severance proceeds, benefits, or continued compensation. With no ownership interest in the property sought, plaintiffs' conversion claims must fail. See Echelon Homes, LLC v. Carter Lumber Co. , 261 Mich. App. 424, 437, 683 N.W.2d 171 (2004), rev'd in part on other grounds 472 Mich. 192, 694 N.W.2d 544 (2005) ("Because the checks do not belong to Echelon, their conversion does not amount to the invasion of one of Echelon's legally protected interests."). The trial court therefore properly dismissed plaintiffs' conversion claims.
E. CLAIMS AGAINST ASCENSION
Even if plaintiffs' claims had merit, plaintiffs are nevertheless unable to establish liability against Ascension, a defect that could not be cured through further discovery. Plaintiffs allege in their complaint that Ascension is the parent corporation of St. John. Under Michigan law, parent and subsidiary corporations are presumed to be separate and distinct entities absent some abuse of the corporate form. Seasword v. Hilti, Inc. (After Remand) , 449 Mich. 542, 547, 537 N.W.2d 221 (1995). Consequently, before a corporate parent may be held liable for the actions of its subsidiary, facts that justify piercing the corporate veil must be shown. Id . at 548, 537 N.W.2d 221. "For the corporate veil to be pierced, the plaintiff must aver facts that show (1) that the corporate entity is a mere instrumentality of another entity or individual, (2) that the corporate entity was used to commit fraud or a wrong, and (3) that, as a result, the plaintiff suffered an unjust injury or loss." Dutton Partners, LLC v. CMS Energy Corp. , 290 Mich. App. 635, 643, 802 N.W.2d 717 (2010).
Plaintiffs do not allege in their complaint, let alone plead facts to support the proposition, that St. John is a "mere instrumentality" of Ascension or that the corporate form was somehow abused to commit the wrongs alleged. However, in their brief on appeal, plaintiffs contend that Ascension and St. John are "so intertwined that they appear to be one and the same," citing a September 2016 press release announcing that St. John planned to adopt the Ascension name. Additionally, plaintiffs rely on documents relevant to an unemployment claim pending before the MUIA that identifies the employer as "Ascension Health-IS Inc." and "Ascension Health Insurance, Inc." However, even if such facts had been pleaded, St. John's adoption in 2016 of its parent company's name for the sake of corporate branding does not suggest that Ascension exerted any influence or control over St. John's RIF or severance-pay policies in 2015. Likewise, the MUIA's identification of two Ascension-based entities as the employer in documents generated in 2016 does not demonstrate that Ascension had any role in creating, approving, or administering these policies. To the contrary, affidavits from both Ascension and St. John human resources executives stated that Ascension had no role in the process.
On appeal, plaintiffs stipulated to withdraw from evidentiary consideration all documents relating to these unemployment proceedings except for a hearing transcript that is relevant because it contains the testimony of Michelle Kosal, St. John's human resources manager, regarding the meaning of the term "comparable job." This transcript identifies Ascension Health Insurance, Inc., as the employer. However, because plaintiffs concede that the document is relevant only with respect to Kosal's testimony, we do not consider the fact that it identifies an Ascension-based entity as the employer.
Plaintiffs contend that they have not had an opportunity to conduct discovery into the corporate relationship between Ascension and St. John. " ‘Generally, a motion for summary disposition is premature if granted before discovery on a disputed issue is complete. However, summary disposition may nevertheless be appropriate if further discovery does not stand a reasonable chance of uncovering factual support for the opposing party's position.’ " Oliver , 269 Mich. App. at 567, 715 N.W.2d 314 (2006), quoting Peterson Novelties, Inc. v. City of Berkley , 259 Mich. App. 1, 24-25, 672 N.W.2d 351 (2003). Plaintiffs have not identified any discovery they seek that would demonstrate that St. John was a mere instrumentality of Ascension. Because plaintiffs have neither alleged sufficient facts nor shown any likelihood that further discovery would yield support for their position, the trial court did not err by dismissing Ascension from the litigation. Accordingly, we affirm the trial court's opinion granting Ascension's motion for summary disposition.
F. DEFENDANTS' CROSS-APPEAL
On cross-appeal, defendants contend that the trial court erred by denying their motion to strike five documents submitted by plaintiffs concerning unemployment proceedings before the MUIA. Plaintiffs stipulated to withdraw four of the five documents, leaving at issue only an MUIA hearing transcript containing Kosal's testimony.
This Court generally reviews for an abuse of discretion a trial court's decision to admit or exclude evidence. Barnett v. Hidalgo , 478 Mich. 151, 158-159, 732 N.W.2d 472 (2007). "However, when the trial court's decision to admit evidence involves a preliminary question of law, the issue is reviewed de novo, and admitting evidence that is inadmissible as a matter of law constitutes an abuse of discretion." Id . at 159, 732 N.W.2d 472. Because the admissibility of the hearing transcript hinges on a question of law, we review this issue de novo.
The Michigan Employment Security Act, MCL 421.1 et seq ., prohibits the use of information and determinations elicited during the course of an unemployment proceeding before the MUIA in a subsequent civil proceeding unless the MUIA is a party to or complainant in the action. MCL 421.11(b)(1)(iii ) ; Storey v. Meijer, Inc. , 431 Mich. 368, 376, 429 N.W.2d 169 (1988). However, MCL 421.11a sets forth an exception to this rule, providing that
[a]n individual who testifies voluntarily before another body concerning representations the individual made to the unemployment agency pursuant to the administration of this act waives any privilege under [ MCL 421.11 ] otherwise
applying to the individual's representations to the unemployment agency. [Emphasis added.]
In the present action, it is beyond dispute that Kosal voluntarily supplied an affidavit concerning St. John's historical interpretation of the terms "comparable job" and "current pay rate" as meaning the base rate of pay only and not including premiums or benefits. This affidavit was submitted before the trial court in support of defendants' motions for summary disposition. The affidavit thus constitutes voluntary testimony submitted before a judicial body.
In challenging whether a sworn affidavit submitted before a trial court constitutes testimony before a "body," defendants rely on an unpublished decision of a federal district court, which concluded that a deposition did not amount to testimony before a "body." See Ablahad v. Cellco Partnership , unpublished opinion of the United States District Court for the Eastern District of Michigan, issued December 13, 2016 (Case No. 15-14009), p. 3, 2016 WL 7209288. "Although lower federal court decisions may be persuasive, they are not binding on state courts," Abela v. Gen. Motors Corp. , 469 Mich. 603, 607, 677 N.W.2d 325 (2004), and we decline to follow this authority.
The parties dispute whether the affidavit concerns the representations Kosal made to the MUIA in the hearing transcript. The purpose of the MUIA hearing was to determine whether plaintiff Kim Glanda fraudulently concealed from the agency that she had refused PSJ's offer of suitable work, thereby disqualifying her from receiving unemployment benefits. Part of this inquiry included whether Glanda had good cause for her refusal of suitable work. The parties disputed during the hearing whether PSJ's offer constituted "suitable work" or a "comparable job," given that the offer reduced or excluded many premiums and benefits.
Kosal stated during the hearing that Glanda was offered the same base rate of pay and that a comparable job was defined under the policies by reference to this value and did not take into account premiums and benefits. Kosal's affidavit submitted before the trial court thus concerned the same representations she made before the MUIA. Consequently, the privilege protecting information presented during a MUIA proceeding was waived under MCL 421.11a, and the trial court properly admitted the MUIA hearing transcript.
Affirmed.
Servitto, J., concurred with Gadola, J.
Shapiro, J. (concurring in part and dissenting in part). I respectfully dissent from the majority's decision to affirm summary disposition of plaintiffs' breach-of-contract claim. I conclude that under Cain v. Allen Electric. & Equip. Co. , 346 Mich. 568, 78 N.W.2d 296 (1956), defendant St. John Providence, Inc.'s policies amounted to an offer of severance pay that plaintiffs accepted by continuing to work at St. John's hospitals. The scope of the disclaimer language and the meaning of the phrase "current pay rate" are ambiguous and, therefore, present questions of fact to be resolved by the jury. I also conclude that there are material question questions of fact regarding plaintiffs' promissory-estoppel claim and that plaintiffs should be allowed to engage in discovery to determine whether defendant Ascension Health is a proper party to this action. I. BREACH OF CONTRACT
Plaintiffs are all certified registered nurse anesthetists (CRNAs) who were formerly employed by St. John.
I disagree with the majority that we should review the trial court's ruling as being made under MCR 2.116(C)(8) (failure to state a claim). I would review the trial court's summary disposition ruling under MCR 2.116(C)(10) because the court found that plaintiffs failed to create a genuine issue of material fact on multiple issues and it relied on documents outside of the complaint. See Cuddington v. United Health Servs., Inc. , 298 Mich. App. 264, 270, 826 N.W.2d 519 (2012). MCR 2.116(C)(10) allows a trial court to grant summary disposition when "[e]xcept as to the amount of damages, there is no genuine issue as to any material fact, and the moving party is entitled to judgment or partial judgment as a matter of law." "To determine if a genuine issue of material fact exists, the test is whether the kind of record which might be developed, giving the benefit of reasonable doubt to the opposing party, would leave open an issue upon which reasonable minds might differ." Skinner v. Square D Co. , 445 Mich. 153, 162, 516 N.W.2d 475 (1994) (quotation marks and citation omitted). In making this determination, we view the record in the light most favorable to the nonmoving party. See Maiden v. Rozwood , 461 Mich. 109, 120, 597 N.W.2d 817 (1999).
I agree, however, with the majority's ruling that the trial court correctly granted summary disposition of plaintiffs' conversion claims. I also concur with the majority's ruling as to defendants' cross-appeal.
A. EXISTENCE OF CONTRACT
The basic elements of a contract are an offer, an acceptance, and consideration. Kirchhoff v. Morris , 282 Mich. 90, 95, 275 N.W. 778 (1937). Plaintiffs rely primarily on Cain , 346 Mich. at 579-580, 78 N.W.2d 296, in which the Supreme Court unanimously held that the plaintiff had a contractual right to severance pay as defined in the employer's written policy. In Cain , the plaintiff was an at-will employee. Id . at 570, 78 N.W.2d 296. The employer had a policy providing that an employee would be paid " ‘separation pay.’ " Id . The policy also provided that an executive, as the plaintiff was, "having 5 to 10 years employment should be entitled to 2 months termination pay." Id . at 571, 78 N.W.2d 296. In October, the plaintiff submitted his resignation effective December 15; the employer then terminated the plaintiff's employment effective immediately. Id . The employer denied the plaintiff severance pay and suit followed. Id . at 572, 78 N.W.2d 296. The trial court ruled in the plaintiff's favor. On appeal from that decision, the employer argued that its policies did not establish a contract and that instead, the polices were " ‘a mere gratuitous statement of policy or intention’ " that "contained no suggestion of agreement, nothing of promise, no offer of any sort ...." Id . at 573, 78 N.W.2d 296. Because there was no offer, the argument ran, "there could have been no acceptance and hence no contract." Id . at 573-574, 78 N.W.2d 296.
The Supreme Court first acknowledged the benefits that employers derive from offering "dismissal compensation." Id . at 574-576, 78 N.W.2d 296. The Court extensively quoted a treatise on that subject, which provided in part that "[p]ublic opinion, the needs of the employees and the desire for a permanent, loyal, and efficient working force have united in making dismissal compensation seem the proper course for a number of American companies." Id . at 576, 78 N.W.2d 296, quoting Hawkins, Dismissal Compensation (Princeton: Princeton University Press, 1940), p. 27 (quotation marks omitted). The Court also reviewed out-of-state caselaw holding that the offer of such compensation was binding on the employer. Cain , 346 Mich. at 576-579, 78 N.W.2d 296. After that review, the Cain Court first determined that the employer's severance-pay policy constituted an offer:
See e.g., Hercules Powder Co. v. Brookfield , 189 Va. 531, 541, 53 S.E.2d 804 (1949) (holding that an employer's offer of "dismissal pay" was binding when it was made in anticipation of "reductions of forces"). Though decided in 1949, Hercules Powder Co. remains good law.
We cannot agree that all we have here is a mere gratuity, to be given, or to be withheld, as whim or caprice might move the employer. An offer was made, not merely a hope or intention expressed. The words on their face looked to an agreement, an assent. The cooperation desired was to be mutual. Did the offer consist of a promise? "A promise is an expression of intention that the promisor will conduct himself in a specified way or bring about a specified result in the future, communicated in such manner to a promisee that he may justly expect performance and may reasonably rely thereon." (1 Corbin on Contracts, § 13 [p. 29].) The essence of the announcement was precisely that the company would conduct itself in a certain way with the stated objective of achieving fairness, and we would be reluctant to hold under such circumstances that an employee might not reasonably rely on the expression made and conduct himself accordingly. [ Id . at 579, 78 N.W.2d 296.]
"As for consideration," the Court continued, "[s]uffice in this respect, upon the authority of a multitude of cases, to point out that not only were there rewards to the employee, but, in addition, substantial rewards to the employer, arising, in part, out of the accomplishment of ‘the daily work of the organization in a spirit of cooperation and friendliness.’ " Id . The Court then concluded that the plaintiff had accepted the employer's offer by continuing his employment "beyond the five-year period specified" in the policy, id . at 580, 78 N.W.2d 296 (quotation marks omitted), qualifying him for an executive's severance pay, Id . at 570-571, 78 N.W.2d 296.
Cain is binding precedent that we must follow. See Associated Builders & Contractors v. City of Lansing , 499 Mich. 177, 191, 880 N.W.2d 765, 772 (2016). And as the majority acknowledges, Cain was decided under traditional contract principles. Applying Cain to this case, I think it is clear that St. John's highly detailed polices constituted an offer for severance pay that plaintiffs accepted by continuing to work at St. John's hospitals. I would also conclude that there is adequate consideration to uphold the contract. The timing of the revision to the policies is no coincidence. St. John was in the process of outsourcing its anesthesiology services, and the revised polices provided assurances to the plaintiffs that they would be offered severance pay if a comparable job was not offered to them. The benefit received by St. John, of course, is that the policies could prevent an exodus of CRNAs in the event that rumor and speculation surfaced regarding St. John's plan to outsource anesthesiology services. Further, plaintiffs had to perform in several ways to qualify for the severance pay, including participating in St. John's transition plan, working through the defined date of termination, and meeting multiple other requirements. I also note that the amount of severance pay was directly linked to the employee's years of service, a clear indication that the payment constituted deferred compensation, i.e., payment to be made later for work done previously. See Dumas v. Auto. Club Ins. Ass'n , 437 Mich. 521, 529-530, 473 N.W.2d 652 (1991) (opinion by RILEY , J.). In ruling that plaintiffs' contract claim fails as a matter of law, the majority focuses on the disclaimer language found in the "Staff Reduction in Force/Workforce Transition" policy (the RIF policy), which provides in full:
St. John Providence is an "at-will" employer. This means that no associate has a guarantee of employment for any definite duration of time. In addition, no
associate is guaranteed that they will only be removed from employment if there is just cause for their removal. Any associate may be removed at any time and for any or no reason. As such, this policy provides guidelines only and does not constitute a contract of any type, or guarantee of continued employment in any position for any duration.
Cain was silent as to the presence of a provision disclaiming a legal right or claim under the policy. Regardless, the statement that the RIF Policy "does not constitute a contract of any type" must be read in context of the full text of the provision. See Auto–Owners Ins. Co. v. Seils , 310 Mich. App. 132, 148, 871 N.W.2d 530 (2015). It is clear that the provision is meant to reiterate to St. John's employees that they may be terminated at will and that the RIF policy does not create a contract of just-cause employment. However, this is irrelevant because plaintiffs do not assert that the policies provided them with just-cause employment.
The majority characterizes as a "disclaimer" the policy language in Cain providing that the policy may be amended at any time.
Further, I do not see why a disclaimer in the RIF Policy should be seen as controlling the "Severance Pay and Benefits for Staff (Non-Management) Associates" policy (the severance-pay policy). While the RIF policy provides the general procedure to implement staff reduction and reassignment, the severance-pay policy, as one might imagine, pertains solely to eligibility for and computation of severance pay. The disclaimer language provides only that "this policy," i.e., the RIF policy, does not create an employment contract. Further, the primacy of the severance-pay policy is made clear in its text: "[t]his policy supersedes any other policy or procedure that may conflict with this policy, with the exception of Employment at Will. It is administered in conjunction with [the RIF policy]. Where differences exist, this policy takes priority for those eligible for coverage." (Emphasis added). Read together, the RIF and severance-pay policies are, at a minimum, ambiguous regarding whether defendant was disclaiming the terms of severance or merely reiterating that employees did not have a just-cause contract for employment. Scott v. Farmers Ins. Exch. , 266 Mich. App. 557, 561, 702 N.W.2d 681 (2005) ("A contract is ambiguous when its words may be reasonably understood in different ways."). Therefore, the meaning and scope of the disclaimer language is a question of fact for the jury. Farmer's Ins. Exch. v. Kurzmann , 257 Mich. App. 412, 418, 668 N.W.2d 199 (2003) ("Ambiguities in a contract generally raise questions of fact for the jury[.]").
To summarize, Cain broadly held that severance-pay policies are contractually binding. Cain did not address the effect of policy language disclaiming the creation of an employment contract, but under the circumstances present here, I would decline to rule as a matter of law that defendant was not making a contractual offer to plaintiffs. Considering the ambiguous contract language, the benefit that the policies conferred on St. John, and the fact that St. John never revoked the severance-pay policy, I would hold that there is a material question of fact for the jury regarding whether St. John made plaintiffs a contractual offer. B. THE MEANING OF THE CONTRACT
The next issue is whether there is a question of fact about the meaning of the phrase "current pay rate." It is undisputed that the policies do not define that phrase. In affidavits, St. John's human resources manager, Michelle Kosal, and vice president of human resources, Ann Vano, stated that St. John considers only the "hourly pay rate" in determining whether a comparable job offers an employee 80% of his or her current pay rate. Plaintiffs argue, however, that other policy provisions show that when St. John wants to refer to an employee's hourly pay rate, it knows how to do so. For example, the severance-pay policy states that "severance pay" is calculated by "multiplying the associate's current base hourly rate x current standard weekly hours." (Emphasis added). In addition, a chart in the severance-pay policy for calculating an employee's severance pay based on years of service refers to "Weeks of Base Pay." For these reasons, reasonable minds could conclude that an employee's "current pay rate" is distinct from, and broader than, an employee's base or hourly pay rate.
The majority concludes that "current pay rate" is unambiguous, reasoning, in part, that a "common understanding" of that phrase would not include benefits. I would not be so bold as to determine the meaning of that phrase as a matter of law given the different iterations found in the policy, as discussed earlier. However, I suspect that when confronted with the circumstances faced by plaintiffs, reasonable people would consider more than hourly pay in determining the "pay rate" of the prospective employment. The majority also concludes that interpreting "current pay rate" to include all wages and benefits would lead to unreasonable computational issues. In an age of advanced analytics, I am skeptical that assigning a numerical value to an employee's total compensation is "virtually impossible." In any event, whether such problems are real or fanciful, they are not grounds for summary disposition before an answer has even been filed and discovery conducted. "Generally, summary disposition under MCR 2.116(C)(10) is premature if it is granted before discovery on a disputed issue is complete." Marilyn Froling Revocable Living Trust v. Bloomfield Hills Country Club , 283 Mich. App. 264, 292, 769 N.W.2d 234 (2009). For these reasons, I would conclude that the phrase "current pay rate" is ambiguous and that it presents a question of fact for the jury.
However, I agree with the majority that the RIF policy does not support plaintiffs' claim that they were entitled to continued employment for a "placement period" of six months.
--------
II. PROMISSORY ESTOPPEL
The elements of promissory estoppel include: "(1) a promise, (2) that the promisor should reasonably have expected to induce action of a definite and substantial character on the part of the promisee, and (3) that in fact produced reliance or forbearance of that nature in circumstances such that the promise must be enforced if injustice is to be avoided." Novak v. Nationwide Mut. Ins. Co. , 235 Mich. App. 675, 686-687, 599 N.W.2d 546 (1999). "[T]he sine qua non of the theory of promissory estoppel is that the promise be clear and definite...." Derderian v. Genesys Health Care Sys. , 263 Mich. App. 364, 381, 689 N.W.2d 145 (2004) (quotation marks and citation omitted; alteration in Derderian ). "In determining whether a requisite promise existed, we are to objectively examine the words and actions surrounding the transaction in question as well as the nature of the relationship between the parties and the circumstances surrounding their actions." Novak , 235 Mich. App. at 687, 599 N.W.2d 546.
Under the doctrine of promissory estoppel, "[t]he existence and scope of the promise are questions of fact...." State Bank of Standish v. Curry , 442 Mich. 76, 84, 500 N.W.2d 104 (1993). Similar to my analysis of plaintiffs' contract claim, I would conclude that a reasonable jury could find that St. John's highly detailed severance-pay policy constituted a promise that was intended to induce action by the employees, i.e., to remain and seek comparable employment through St. John. The effect of the RIF policy's no-contract disclaimer language on the severance-pay policy is a question of fact because (1) promissory estoppel assumes the absence of a contract, (2) a reasonable person could conclude that St. John was emphasizing that it was an at-will employer rather than disclaiming a promise to pay severance pay and benefits, and (3) a reasonable person could conclude that the RIF policy disclaimer did not apply to the severance-pay policy. Accordingly, I would reverse the trial court's decision to grant summary disposition of plaintiffs' promissory-estoppel claim.
III. ASCENSION
Lastly, I agree with plaintiffs that the trial court erred by dismissing Ascension on the ground that it was not a proper party to the action. If Ascension is merely St. John's parent company, then it should be dismissed from the case. However, given that no discovery has occurred, summary disposition on this disputed issue is premature. Marilyn Froling Revocable Living Trust , 283 Mich. App. at 292, 769 N.W.2d 234. Plaintiffs are entitled to conduct discovery on the nature of the corporate relationship after which the trial court could determine whether Ascension is a proper party. Therefore, I would reverse the trial court's grant of summary disposition to Ascension.