Opinion
CIVIL ACTION NO. 3:05-CV-1852 (JCH).
September 21, 2006
RULING ON DEFENDANTS' PARTIAL MOTION TO DISMISS [Doc. No. 28]
I. INTRODUCTION
This case involves three claims brought by John C. Pribila against Hyundai Motor Finance Company ("Hyundai"). The defendants move, pursuant to Rule 12(b)(6), Fed.R.Civ.P., to dismiss only counts I (wrongful termination) and II (breach of good faith and fair dealing).
II. STANDARD OF REVIEW
In deciding a motion to dismiss, the court takes the allegations of the Complaint as true, and construes them in a manner favorable to the pleader. Hoover v. Ronwin, 466 U.S. 558, 587 (1984); see Grandon v. Merrill Lynch Co., 147 F.3d 184, 188 (2d Cir. 1998); Scheuer v. Rhodes, 416 U.S. 232, 236 (1974),overrruled on other grounds by Davis v. Scherer, 468 U.S. 183 (1984). The court must draw all reasonable inferences in the plaintiff's favor. See, e.g., Yung v. Lee, 432 F.3d 132, 146 (2d Cir. 2005) (discussing Rule 12(b)(6) motion to dismiss); Lunney v. United States, 319 F.3d 550, 554 (2d Cir. 2003) (internal citations omitted) (discussing Rule 12(b)(1) motion to dismiss).
A motion to dismiss for failure to state a claim, pursuant to Rule 12(b)(6), tests only the adequacy of the complaint. United States v. City of New York, 359 F.3d 83, 87 (2d Cir. 2004). A Rule 12(b)(6) motion can be granted only if "it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley v. Gibson, 355 U.S. 41, 45-46 (1957). Such a motion cannot be granted simply because recovery appears remote or unlikely on the face of a complaint. Bernheim v. Litt, 79 F.3d 318, 321 (2d Cir. 1996). "The issue is not whether a plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims."Id. (quotation omitted). However, "bald assertions and conclusions of law will not suffice" to meet this pleading standard. Leeds v. Meltz, 85 F.3d 51, 53 (2d Cir. 1996).
III. FACTS
The court takes the facts alleged by the Amended Complaint [Doc. No. 27] as true for purposes of this motion and draws all reasonable inferences in the plaintiffs' favor.
The plaintiff, John C. Pribila, was employed by Hyundai as Regional Finance Manager from April 15, 2002, until June 3, 2005. His job duties included the management and supervision of approximately three to four employees who were involved in the finance of Hyundai automobiles in the Northeast. At the time of his employment, Hyundai had an Employee Handbook and an Unlawful Harassment Policy that set forth certain terms and conditions of employment.
On or around February 1, 2004, Hyundai hired a National Sales Manager in Fountain Valley, CA. Hyundai's Human Resources Department began to investigate this manager a few months later regarding complaints about alleged misconduct. Human Resources contacted certain employees around July 1, 2004, including Pribila and an employee under Pribila's supervision. Pribila alleges that this investigation was in fact a pretext "for the purpose of identifying and terminating employees, including Plaintiff, who reported unfavorable or inappropriate conduct of said National Sales Manager." See Am. Compl. ¶ 16.
Pribila participated in the Human Resources investigation, through which Hyundai requested and received information about the relationship between Pribila and the National Sales Manager under investigation, as well as about other employees. Pribila was assured that any of his disclosures would be kept confidential. Subsequently, Pribila was given an unfavorable performance review, and in March 2005 Hyundai advised him that he would be terminated.
IV. DISCUSSION
A. Wrongful Termination
Pribila's wrongful termination claim is based on Hyundai's Employee Handbook, which sets forth the company's policies regarding terms and conditions of employment. See Def.'s Memorandum in Support of Motion to Dismiss ("Mem. in Supp."), Ex. A-B [Doc. No. 29]. He asserts he was terminated after participating in an investigation by the Human Resources Department of misconduct by one of defendant's employees. He alleges that this termination was in breach of the terms of his employment agreement with defendant.
Under Connecticut law, employment contracts for indefinite terms are terminable at will by either party. See Davis v. Liberty Mutual Insurance Co., 218 F. Supp. 2d 256, 260 (D. Conn. 2002). However, Connecticut courts have recognized that "statements in an employer's personnel manual may . . . under appropriate circumstances . . . give rise to an express or implied contract between employer and employee." Gaudio v. Griffin Health Servs. Corp., 249 Conn. 523, 533 (1999) (citing Magnan v. Anaconda Industries, Inc., 193 Conn. 558, 564 (1984)). In the absence of "definitive contractual language," the question of whether an employment manual was intended by the parties to constitute part of the contract is a question of fact for the trier of fact.Carbone v. Atlantic Richfield Co., 204 Conn. 460, 472 (1987). However, employers can generally insulate themselves from lawsuits by placing express disclaimers conspicuously in their personnel manuals that state it is not intended to create a contract or agreement between the employee and employer, and should not be interpreted as such. See Davis, 218 F. Supp. 2d at 261 (citing cases granting summary judgment as a result of the express disclaimer). Such disclaimers must be "clear, express and sufficiently conspicuous" to any employee reviewing the manual.Id. at 261; see Cardona Aetna Life Casualty, 1998 WL 246634, at *16 (D. Conn. 1998) (finding disclaimer to be "sufficiently conspicuous" even though it was on the second page of the handbook and lacked a specific label).
In this case, Hyundai's Employee Handbook, both the one in place at the time he was hired and the revised one in place at the time he was terminated, is "sufficiently conspicuous" to defeat any claims by Pribila that he had any rights under the handbook. Both Handbooks explicitly and repeatedly state that Hyundai employees are terminable at will at any time without cause, and the provisions relating to its disciplinary policy also explicitly note that it is non-binding and that immediate termination may be possible for any at-will employee. See Def.'s Mem. in Supp., Ex. A-B [Doc. 29]. Pribila was also asked to sign a form indicating that he had read and understood the policies contained in the employment manual, and that form again stated Hyundai's at-will policy. See id., Ex. A.
Pribila's Motion in Opposition refers not only to the Employee Handbook, but also to Hyundai's Policy Against Harassment. He relis on a provision in that Policy which states that employees will not be subject to any form of retaliation for reporting about harassment or participating in any such investigations. See Plf.'s Memorandum in Opposition to Motion to Dismiss ("Opp. Mem."), Ex. B [Doc. 31]. However, that policy only applies to complaints about harassment based on "gender, race, color, national origin, ancestry, citizenship, age (40 or over), religion, pregnancy, disability, cancer, U.S. military status, or genetic characteristics." See id. On the face of his complaint, Pribila has not stated that the investigation in which he participated was because of harassment based on any of these factors. All he has alleged is that the investigation was about "misconduct" or "harassment," by another manager. See Am. Compl. ¶ 13; Plf's Opp. Mem. at 2. Thus, the court grants the motion to dismiss Pribila's wrongful termination claim. However, it gives Pribila the right to re-plead this claim based on the Policy if he has a legal and factual basis to do so.
B. Breach of Good Faith and Fair Dealing
Pribila also contends that Hyundai's termination was in breach of its duties of good faith and fair dealing under its Employee Handbook and Policy Against Harassment. The implied covenant of good faith and fair dealing is recognized in Connecticut as essentially a "rule of construction designed to fulfill the reasonable expectations of the parties as they presumably intended." Magnan v. Anaconda Industries, Inc., 193 Conn. 558, 567 (1984). Thus, "it cannot be applied to achieve a result contrary to the clearly expressed terms of a contract, unless, possibly, those terms are contrary to public policy." Id. See also Cardona v. Aetna Life Casualty, 1998 U.S. Dist. LEXIS 7246, at *19 (D. Conn. 1998). In cases of at-will employment, "a party cannot ordinarily be deemed to lack good faith in exercising this contractual right." Magnan. at 572.
Based on this standard, and for the same reasons as discussed in Part IV.A above, the court grants the motion to dismiss Pribila's breach of good faith and fair dealing claim, without prejudice to Pribila to replead the harassment issue. On the face of his complaint, Pribila has offered no allegation that Hyundai violated any recognized public policy. Moreover, as the Employee Handbook clearly states that employment is terminable at will, the implied covenant of good faith and fair dealing cannot be used to achieve "a result contrary to the clearly expressed terms of the contract." Id. at 567.
IV. CONCLUSION
For the foregoing reasons, the court GRANTS the defendant's partial motion to dismiss [Doc. No. 28] with the right to re-plead, no later than October 11, 2006.