WING v. ANCHOR MEDIA, LTD. OF TEXAS

Factual and Procedural Background

Charles R. Wing was hired by Taft Broadcasting Company in 1985 as vice president and general manager of WTVN, a Columbus, Ohio television station. In 1987, TFBA Sub., Ltd. purchased WTVN and arranged for Anchor Media, Ltd. of Texas ("Anchor") to operate the station, which Anchor later acquired. Wing was retained as general manager and given an employee handbook containing a disclaimer that employment was terminable at will. Wing also signed a statement confirming his employment was at will.

During his employment with Anchor, Wing was promised the opportunity to purchase equity in the station once new financing was secured. Wing alleges he declined other job offers based on this promise and raised concerns about certain management expenses. Anchor terminated Wing's employment in April 1988. Wing filed suit alleging breach of contract, promissory estoppel, wrongful discharge, and fraud. The trial court granted summary judgment for defendants, and the appellate court affirmed. Wing appealed to the Supreme Court of Ohio.

Legal Issues Presented

Whether the employee handbook disclaimer precludes the existence of an employment contract other than at will.

Whether promises of future equity participation constitute a promissory estoppel exception to the employment-at-will doctrine.

Whether the promise of equity participation was made fraudulently to induce Wing's continued employment.

Whether Wing was wrongfully discharged in violation of public policy for questioning management expenses.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Tohline v. Central Trust Co., 48 Ohio App.3d 280, 549 N.E.2d 1223 (1988)	A disclaimer in an employee handbook stating employment is at will precludes an employment contract other than at will absent fraud in the inducement.	The court agreed with lower courts that the handbook disclaimer barred finding a contract other than at will.
Mers v. Dispatch Printing Co., 19 Ohio St.3d 100, 483 N.E.2d 150 (1985)	Established promissory estoppel exception to employment-at-will when there is detrimental reliance on a promise of job security.	The court held that promises of future benefits without job security do not support promissory estoppel; Wing's reliance was insufficient.
Helmick v. Cincinnati Word Processing, Inc., 45 Ohio St.3d 131, 543 N.E.2d 1212 (1989)	Clarified that praise or discussion of career development alone does not modify at-will employment; only specific promises of job security do.	The court applied this to reject Wing's claim that the equity participation promise constituted job security.
Burr v. Stark Cty. Bd. of Commrs., 23 Ohio St.3d 69, 491 N.E.2d 1101 (1986)	Outlined elements of fraud including false representation and justifiable reliance.	The court found no evidence Wing was misled by false representations regarding equity participation.
Celotex v. Catrett, 477 U.S. 317 (1986)	A motion for summary judgment requires the nonmoving party to produce evidence on issues where it bears the burden of proof.	The court held Wing failed to produce evidence sufficient to raise a genuine issue of material fact.
Greeley v. Miami Valley Maintenance Contrs., Inc., 49 Ohio St.3d 228, 551 N.E.2d 981 (1990)	Recognized a public policy exception to employment-at-will protecting employees from discharge for reasons prohibited by statute.	The court held this statute (R.C. 4113.52) was enacted after Wing's termination and thus did not apply retroactively.
Van Fossen v. Babcock Wilcox Co., 36 Ohio St.3d 100, 522 N.E.2d 489 (1988)	Presumption that statutes operate prospectively unless expressly stated otherwise.	The court applied this presumption to R.C. 4113.52, precluding its retroactive application to Wing's case.

Precedent

Rule or Principle Cited For

Application by the Court

Tohline v. Central Trust Co., 48 Ohio App.3d 280, 549 N.E.2d 1223 (1988)

A disclaimer in an employee handbook stating employment is at will precludes an employment contract other than at will absent fraud in the inducement.

The court agreed with lower courts that the handbook disclaimer barred finding a contract other than at will.

Mers v. Dispatch Printing Co., 19 Ohio St.3d 100, 483 N.E.2d 150 (1985)

Established promissory estoppel exception to employment-at-will when there is detrimental reliance on a promise of job security.

The court held that promises of future benefits without job security do not support promissory estoppel; Wing's reliance was insufficient.

Helmick v. Cincinnati Word Processing, Inc., 45 Ohio St.3d 131, 543 N.E.2d 1212 (1989)

Clarified that praise or discussion of career development alone does not modify at-will employment; only specific promises of job security do.

The court applied this to reject Wing's claim that the equity participation promise constituted job security.

Burr v. Stark Cty. Bd. of Commrs., 23 Ohio St.3d 69, 491 N.E.2d 1101 (1986)

Outlined elements of fraud including false representation and justifiable reliance.

The court found no evidence Wing was misled by false representations regarding equity participation.

Celotex v. Catrett, 477 U.S. 317 (1986)

A motion for summary judgment requires the nonmoving party to produce evidence on issues where it bears the burden of proof.

The court held Wing failed to produce evidence sufficient to raise a genuine issue of material fact.

Greeley v. Miami Valley Maintenance Contrs., Inc., 49 Ohio St.3d 228, 551 N.E.2d 981 (1990)

Recognized a public policy exception to employment-at-will protecting employees from discharge for reasons prohibited by statute.

The court held this statute (R.C. 4113.52) was enacted after Wing's termination and thus did not apply retroactively.

Van Fossen v. Babcock Wilcox Co., 36 Ohio St.3d 100, 522 N.E.2d 489 (1988)

Presumption that statutes operate prospectively unless expressly stated otherwise.

The court applied this presumption to R.C. 4113.52, precluding its retroactive application to Wing's case.

Court's Reasoning and Analysis

The court began by affirming that Wing's employment was at-will, based on the explicit disclaimers in the employee handbook and the "Employee's Statement of Confirmation." Absent fraud in the inducement, such disclaimers preclude the formation of a contract for employment terminable only for cause.

Regarding promissory estoppel, the court referenced Mers and Helmick, emphasizing that only specific promises of job security, not general promises of future opportunities or benefits, can give rise to this exception. The promise of future equity participation did not guarantee continued employment, and Wing's reliance on it was not substantial enough to create a genuine issue of material fact.

On the fraud claim, the court applied the elements outlined in Burr, finding no evidence that the promise of equity participation was false or made with intent to mislead. Wing's argument that termination before receiving equity participation implies fraud was insufficient to survive summary judgment.

Finally, the court addressed the wrongful discharge claim based on public policy. It acknowledged the recent recognition of a public policy exception in Greeley but found it inapplicable because R.C. 4113.52, the relevant statute protecting whistleblowers, was enacted after Wing's termination and is presumptively prospective. Wing presented no other basis for a public policy exception.

Accordingly, the court found no genuine issues of material fact warranting trial and affirmed the grant of summary judgment for defendants.

Holding and Implications

Judgment Affirmed.

The Supreme Court of Ohio upheld the summary judgment in favor of Anchor Media and related defendants on all claims brought by Wing. The court confirmed that employment disclaimers in handbooks effectively establish at-will employment absent fraud, promises of future benefits without job security do not create exceptions to at-will employment, and statutory whistleblower protections do not apply retroactively. The decision directly resolves the parties' dispute without setting new precedent beyond reaffirming existing legal principles.

WING, APPELLANT, v. ANCHOR MEDIA, LTD. OF TEXAS, ET AL., APPELLEES.

Contracts — Employer and employee — Disclaimer in employee handbook stating employment is at will precludes employment contract other than one at will — Promissory estoppel exception to employment-at-will doctrine not applicable, when — Civil procedure — Motion for summary judgment forces non-moving party to produce evidence on issue for which that party bears the burden of production at trial — Discharge for bringing wrongdoing to attention of employer — R.C. 4113.52 applied prospectively only.

O.Jur 3d Employment Relations §§ 28, 42, 152.5

1. Absent fraud in the inducement, a disclaimer in an employee handbook stating that employment is at will precludes an employment contract other than at will based upon the terms of the employee handbook.

2. A promise of future benefits or opportunities without a specific promise of continued employment does not support a promissory estoppel exception to the employment-at-will doctrine. ( Helmick v. Cincinnati Word Processing, Inc., 45 Ohio St.3d 131, 543 N.E.2d 1212, construed and applied; Mers v. Dispatch Printing Co., 19 Ohio St.3d 100, 19 OBR 261, 483 N.E.2d 150, distinguished.)

O.Jur 3d Summary Judgment § 36.

3. A motion for summary judgment forces the nonmoving party to produce evidence on any issue for which that party bears the burden of production at trial. ( Celotex v. Catrett, 477 U.S. 317, approved and followed.)

4. R.C. 4113.52 establishes guidelines by which an employee can bring illegal activity by either the employer or a co-employee to the attention of the employer or appropriate authorities without being discharged. R.C. 4113.52 may only be applied prospectively pursuant to the presumption of prospective operation contained in R.C. 1.48.

WRIGHT, J.

Wing appeals the entry of summary judgment against him, arguing that material issues of fact exist concerning his claims against defendants. We disagree. Consequently, we affirm the summary judgment for defendants on all these claims.

Initially we note that Wing's employment with Anchor was, from its inception, terminable at will. In the courts below, Wing asserted that his employment was not terminable at will, but rather was a contract of employment terminable for cause only based upon the terms of the employee handbook.

The trial court and appellate court both held that the disclaimer contained in both the confirmation of employment and the handbook, irrespective of the terms of the handbook, bars the finding of a contract of employment other than an at-will relationship. We agree. Absent fraud in the inducement, a disclaimer in an employee handbook stating that employment is at will precludes an employment contract other than at will based upon the terms of the employee handbook. See Tohline v. Central Trust Co. (1988), 48 Ohio App.3d 280, 549 N.E.2d 1223.

In 1985, we announced a promissory estoppel exception to an employer's unfettered right to discharge an at-will employee. Mers v. Dispatch Printing Co. (1985), 19 Ohio St.3d 100, 19 OBR 261, 483 N.E.2d 150, at paragraph three of the syllabus. Mers applied traditional promissory estoppel doctrine to an employment setting:

"`"[A] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. * * *"'" Id. at 104, 19 OBR at 265, 483 N.E.2d at 154, quoting Restatement of the Law 2d, Contracts (1973), Section 90.

Recently we shed further light on the nature of a promise that can give rise to a promissory estoppel exception to the employment-at-will doctrine. "Standing alone, praise with respect to job performance and discussion of future career development will not modify the employment-at-will relationship. A demonstration of detrimental reliance on specific promises of job security can create an exception to the employment-at-will doctrine. * * *" (Citation to Mers omitted.) Helmick v. Cincinnati Word Processing, Inc. (1989), 45 Ohio St.3d 131, 543 N.E.2d 1212, paragraph three of the syllabus.

We find Helmick applicable here. Wing was never promised job security. Although Wing may have thought that the promise of a future opportunity to buy into the station meant job security, such a promise is not a promise of continued employment and, therefore, cannot reasonably be relied upon as such. Rather, such a promise is, at best, a promise relating to career development. Accordingly, we hold that a promise of future benefits or opportunities without a specific promise of continued employment does not support a promissory estoppel exception to the well-established doctrine of employment at will.

Additionally, Wing did not rely on the promise of future equity participation in a substantial manner. In Mers there was a jury question presented of detrimental reliance of a substantial nature based upon the promise of reinstatement if criminal charges against Mers were "favorably resolved." Mers sought no other employment while he went about the task of fulfilling the condition for reemployment. In the instant case, merely turning down other employment inquiries does not present a jury question of substantial detrimental reliance.

III

Wing also claims that the promise of future equity participation was made fraudulently to secure his employment only for as long as was necessary to ensure a smooth ownership transition. "* * * The [relevant] elements of fraud are: a) a representation * * *, b) * * * material to the transaction at hand, c) made falsely, * * * d) with the intent of misleading another into relying upon it, e) justifiable reliance upon the representation * * *, and f) a resulting injury proximately caused by the reliance. * * *" Burr v. Stark Cty. Bd. of Commrs. (1986), 23 Ohio St.3d 69, 23 OBR 200, 491 N.E.2d 1101, paragraph two of the syllabus.

Both the trial court and the appellate court found the third element necessary to establish fraud unproven. Neither court found any evidence that the promise of an opportunity for equity participation was made falsely. In essence, the lower courts found that the promise was one of equity participation if Wing was still with the organization when the financing was completed, and that the record contains no evidence to the contrary. (Anchor subsequently provided equity participation opportunities to other managers in the Anchor system when financing was available).

We agree with the lower courts. A motion for summary judgment forces the nonmoving party to produce evidence on any issue for which that party bears the burden of production at trial. Celotex v. Catrett (1986), 477 U.S. 317, 322-323. See, also, Mitseff v. Wheeler (1988), 38 Ohio St.3d 112, 114, 526 N.E.2d 798, 800-801. Wing came forward not with evidence of falsehood, but rather only with the possible inference of falsehood. At best, Wing's argument is that because he was offered a chance at equity participation in the future but was discharged before it occurred, the offer must have been a lie. This is not enough to withstand a motion for summary judgment because, as we stated previously, the promise of future equity participation was not a promise of continued employment. Therefore, Wing's discharge prior to the completion of financing has no bearing on the truthfulness of the promise of future equity participation.

Similarly, the fraud claim asserted by Wing fails for the same reason his promissory estoppel claim fails: a promise of future equity participation is not a promise of continued employment. Wing could not justifiably rely on a promise of future equity participation to mean continued employment. As such, Wing also failed to prove the fifth element of a fraud claim, justifiable reliance, as set forth in Burr, supra.

Lastly, Wing asks this court to recognize a public policy exception to the employment-at-will doctrine for employees discharged for bringing wrongdoing to the attention of their employers.

In Greeley v. Miami Valley Maintenance Contrs., Inc. (1990), 49 Ohio St.3d 228, 551 N.E.2d 981, a majority of this court announced a public policy exception to the employment-at-will doctrine to protect an employee from discipline for a reason prohibited by statute. Id. at paragraphs one and two of the syllabus. R.C. 4113.52 established guidelines by which an employee can bring illegal activity by either the employer or a co-employee to the attention of the employer or appropriate authorities without being discharged. However, R.C. 4113.52 was enacted on June 29, 1988, over two months after wing's discharge. Because R.C. 4113.52 is not expressly retrospective in its operation, R.C. 1.48 requires the presumption that it is prospective in its operation only. See Van Fossen v. Babcock Wilcox Co. (1988), 36 Ohio St.3d 100, 522 N.E.2d 489. Therefore, Anchor's dismissal of Wing could not have violated R.C. 4113.52.

Wing has not argued or produced any evidence to demonstrate that the provisions of R.C. 4113.52 bar his dismissal.

Nevertheless, Wing emphasizes language in Greeley suggesting there may be other public policy exceptions to the employment-at-will doctrine beyond violations of statutes and asks us to find one here. We choose not to do so on the basis of these facts.

Accordingly, the trial court appropriately entered summary judgment in favor of defendants, and the judgment of the court of appeals is hereby affirmed.

Judgment affirmed.

MOYER, C.J., SWEENEY, HOLMES, H. BROWN and RESNICK, JJ., concur.

DOUGLAS, J., dissents.

Factual and Procedural Background

Legal Issues Presented

Arguments of the Parties

Table of Precedents Cited

Court's Reasoning and Analysis

Holding and Implications

WING, APPELLANT, v. ANCHOR MEDIA, LTD. OF TEXAS, ET AL., APPELLEES.

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