Black v. Reynolds et al

Filing 102

ORDER granting the defendants' 87 Motion for Reconsideration of District Judge Order. The plaintiff's claim for breach of contract is dismissed with prejudice.This action will proceed to trial only with respect to the plaintiff's FLSA claim. Signed by Chief Judge William H. Steele on 1/29/2016. Copy mailed to Plaintiff & a copy left at Intake for pickup. (tgw)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
KIMBERLY BLACK,
Plaintiff,
v.
GARY REYNOLDS, et al.,
Defendants.

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) CIVIL ACTION 14-0442-WS-N
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ORDER

This matter is before the Court on the defendants’ motion to reconsider.
(Doc. 87). The plaintiff has filed a brief in opposition, (Doc. 101), and the motion
is ripe for resolution.
The amended complaint, (Doc. 4), includes a claim for breach of contract
based on defendant Reynolds’ alleged bullying and harassment of the plaintiff in
violation of the employee handbook. (Id. at 4).1 In their motion for summary
judgment, the defendants argued the handbook did not create a contract of
employment and that the plaintiff therefore remained an “at-will” employee who
could be fired for any reason or none at all. (Doc. 70 at 24-26). The Court denied
summary judgment as to the contract claim because the defendants wrongly
construed the claim as asserting the breach lay in the plaintiff’s termination rather
than (as the amended complaint alleged and as the plaintiff testified) in Reynolds’
conduct. (Doc. 78 at 15).

1

The amended complaint describes the document as “the Company Policy
Contract.” (Doc. 4 at 4). The defendants call the document a “handbook.” (Doc. 70,
passim). The document is entitled, “Taking the High Road – The Direct General Group
of Companies Code of Conduct,” (Doc. 70 at 60), and it apparently “supersede[d]” the
employee handbook. (Id. at 58). For convenience, the Court calls the document the
employee handbook.

On the instant motion, the defendants argue that the failure of the handbook
to create a contract dooms the plaintiff’s actual contract claim as surely as it does
the claim they misunderstood her to be making. The Court agrees.
In order for the provisions of an employee handbook to become contractual,
the employer must have extended them to the employee in the form of an offer.
“Intent to contract is determined by the parties’ outward manifestations;
accordingly, if the employer does not wish the policies contained in an employee
handbook to be construed as an offer for a unilateral contract, he is free to so state
in the handbook.” Carr v. Stillwaters Development Co., 83 F. Supp. 2d 1269,
1278 (M.D. Ala. 1999) (internal quotes omitted). “Thus, the Supreme Court of
Alabama has refused to hold the provisions of a handbook enforceable against an
employer where the handbook at issue expressly stated that the handbook terms
are not to be construed as contract terms.” Id. (internal quotes omitted). The
analysis is the same whether the employee claims the handbook creates a contract
for permanent employment or creates a contract that policies within the handbook
must be followed. E.g., id. at 1278-79 (using this analysis where the plaintiff
“complains that she suffered … discrimination and harassment … in violation of
the anti-harassment policy in the employee handbook”).
In this case, the Company’s employee handbook contains
express disclaimers reserving the Company’s right to deviate from
all the policies stated in that handbook. … Accordingly, Stinson
could not reasonably conclude that the Company was committed
to always adhere to the policy stated in the handbook; therefore,
the handbook, as a matter of law, could not reasonably be construed
as a unilateral contract of employment ….
Stinson v. American Sterilizer Co., 570 So. 2d 618, 621-22 (Ala. 1990). That is,
“[i]f the employer reserves in the employee handbook the right to change policies
unilaterally, its reservation operates as a disclaimer to negate any inference that
the handbook constitutes an enforceable contract.” Harper v. Winston County,
892 So. 2d 346, 351 (Ala. 2004).

2

Here, the plaintiff signed an acknowledgement form at the commencement
of her employment, which explicitly provided that “Direct has the right to change
any of its … policies … on an individual basis or for the company as a whole, with
or without notice.” (Doc. 70 at 58). As the plaintiff herself recognizes, (Doc. 101
at 3), this is precisely the sort of language which, under governing law, eliminates
any possibility of an enforceable contract.2
For the reasons set forth above, the defendants’ motion to reconsider is
granted. The plaintiff’s claim for breach of contract is dismissed with prejudice.
This action will proceed to trial only with respect to the plaintiff’s FLSA claim.
To be potentially admissible at trial, offered evidence must be relevant to that
claim.
DONE and ORDERED this 29th day of January, 2016.
s/ WILLIAM H. STEELE
CHIEF UNITED STATES DISTRICT JUDGE

2

In the same document, the plaintiff also “acknowledge[d] that neither this Code
of Conduct nor any other company policies or practices create an employment contract.”
(Doc. 70 at 58). This language as well dispels any notion that the defendants offered to
enter a contract ensuring that the plaintiff would never be bullied or harassed. See Abney
v. Baptist Medical Centers, 597 So. 2d 682, 683 (Ala. 1992) (as a matter of law, no
employment contract was created when the handbook disclaimed such a contract and the
plaintiff signed an acknowledgment form likewise disclaiming such a contract). The
plaintiff recognizes that her situation falls within the Abney paradigm. (Doc. 101 at 3).
3