James M. Lias v. Pro-Health Operations, Inc.

Lias v. Pro-Health IN THE COURT OF APPEALS, THIRD DISTRICT OF TEXAS, AT AUSTIN NO. 3-92-006-CV JAMES M. LIAS, APPELLANT vs. PRO-HEALTH OPERATIONS, INC., APPELLEE FROM THE DISTRICT COURT OF TRAVIS COUNTY, 200TH JUDICIAL DISTRICT NO. 448,585, HONORABLE HUME COFER, JUDGE PRESIDING This appeal arose out of a wrongful-discharge action filed by James M. Lias, appellant, after he was fired from his job as Regional Director of Operations for Pro-Health Operations, Inc. ("Pro-Health"), appellee. The trial court rendered a take-nothing summary judgment against Lias. In three points of error, Lias complains that the trial court erred in granting summary judgment because Pro-Health did not conclusively prove either the absence of any genuine fact issues or a right to judgment as to Lias's claims for breach of contract, quantum meruit, and promissory estoppel. We will reverse the judgment and remand the cause. BACKGROUND In 1986 Pro-Health, a Texas corporation with its principal place of business in Austin, advertised for a marketing agent for outpatient surgery centers in the Dallas area. Lias responded to the ad by letter dated August 26, 1986. In his letter, Lias stated that "[i]t is my understanding that you are going to tie this proposed marketing plan to a compensation package of a $38,000 to $40,000 annual salary, plus a performance bonus based on a sustained average increase in total cases over a given period of time." On September 8, 1986, Lias met and interviewed with Pro-Health's president, Richard D. Relyea; on September 11, 1986, Relyea sent Lias a letter that stated in part: We are pleased to offer you the position of Regional Director of Operations. Your specific assignment will be the Surgery Center operations at Duncanville & East Central Dallas. . . . Your compensation will be a base salary of $3320.00 per month. You will receive a bonus of $10,000 per center when that surgery center has achieved a breakeven point for 3 consecutive months. . . . We expect you to report to Austin on September 22nd for briefings. . . . (Emphasis in original). After receiving this letter, Lias resigned from his job in Houston, moved to Dallas, and reported to work for Pro-Health on September 22, 1986. Lias worked for Pro-Health through December 3, 1986, at which time he was discharged. STANDARD OF REVIEW The standards for reviewing a summary judgment are well established: (1) the movant for summary judgment has the burden of showing that no genuine issue of material fact exists and that the movant is entitled to judgment as a matter of law; (2) in deciding whether there is a disputed material fact issue precluding summary judgment, evidence favorable to the nonmovant is taken as true; and (3) every reasonable inference must be indulged in favor of the nonmovant and any doubts resolved in its favor. Nixon v. Mr. Property Management Co., 690 S.W.2d 546, 548-49 (Tex. 1985). BREACH OF CONTRACT Lias contends that the employment contract, as evidenced by Relyea's letter of September 11, is ambiguous, requiring the fact finder to determine the intention of the parties by looking to all the surrounding circumstances, including his own letter of August 26. Pro-Health does not contend that the September 11 letter is not a valid contract; rather, it contends that this letter is not ambiguous regarding the employment terms. When interpreting employment contracts, a court must determine the intention of the parties by considering the agreement as a whole. Summary judgment is improper if there is any ambiguity that can be resolved only by reference to inconclusive, extrinsic evidence. Molnar v. Engels, Inc., 705 S.W.2d 224, 224-25 (Tex. App.--San Antonio 1985, writ ref'd n.r.e.). The long-standing rule in Texas is that, absent special circumstances, a hiring for a stated sum per week, month, or year is definite employment for that period. Winograd v. Willis, 789 S.W.2d 307, 310 (Tex. App.--Houston [14th Dist.] 1990, writ denied); Molnar, 705 S.W.2d at 225; Culkin v. Neiman-Marcus Co., 354 S.W.2d 397, 400 (Tex. Civ. App.Fort Worth 1962, no writ); Dallas Hotel Co. v. Lackey, 203 S.W.2d 557, 561 (Tex. Civ. App.--Dallas 1947, writ ref'd n.r.e.). A hiring based on a stated sum for a particular period limits, in a "meaningful and special way," the employer's prerogative to discharge the employee during the dictated term of employment. Winograd, 789 S.W.2d at 310. However, if there is any provision in the contract showing an intention to hire for a longer term, the mere reservation of wages for a lesser term will not control. Molnar, 705 S.W.2d at 225; Culkin, 354 S.W.2d at 400. Under such circumstances "the intention of the parties as ascertained from the terms of the contract, read in the light of the surrounding circumstances, will control." Dallas Hotel, 203 S.W.2d at 562. Applying the foregoing rules, the court in Dallas Hotel held that a written contract stating a monthly salary could be interpreted as intending more than month-to-month employment where an end-of-year bonus was promised. Further, the court deemed the circumstances surrounding the contract to be controlling, e.g., that the employee had terminated his prior employment, sold his home, and moved his family to Texas. Dallas Hotel, 203 S.W.2d at 562; see also Culkin, 354 S.W.2d at 400 (interpreting written contract, the court held surrounding circumstances, e.g., selling home, quitting job, moving family to Texas, were controlling factors); Molnar, 705 S.W.2d at 225 (interpreting oral contract, the court held that genuine issues of material fact were raised regarding the duration of the contract where the employee demanded an annual salary and the employer promised an end-of-year bonus). Similarly, in the present case, Relyea's letter of September 11 indicates that Lias would be paid a monthly salary and a bonus when a surgery center had achieved a breakeven point for three consecutive months. Lias terminated his prior employment and moved from Houston to Dallas. Further, Lias's August 26 letter to Relyea anticipated an annual salary. We conclude that the monthly salary and bonus provisions, considered together, create an ambiguity as to the duration of the contract; therefore, the intention of the parties must be determined from the terms of the contract, read in light of the surrounding circumstances. The surrounding circumstances shown by the summary-judgment evidence do not yield a conclusive result. Accordingly, taking the summary-judgment evidence in the light most favorable to Lias, we conclude that Pro-Health did not conclusively establish the intended duration of the contract. Necessarily, then, Pro-Health has also failed to show that it is entitled to judgment as a matter of law on Lias's breach-of-contract claim. QUANTUM MERUIT Lias pleaded in the alternative that even if no contract existed, he could recover based on quantum meruit for services provided. Pro-Health's summary-judgment motion alleges that Lias was paid in full for his services through his discharge, referencing a 1986 wage and tax statement as evidence of such payment. However, the only affidavit contained in the appellate record, dated April 15, 1991, provides no such evidence. Accordingly, based on the record before this Court, we conclude that Pro-Health did not conclusively establish its right to judgment on Lias's quantum meruit claim. PROMISSORY ESTOPPEL Lias also pleaded in the alternative that he detrimentally relied on Pro-Health's oral promise of employment for a one-year term and, because of that reliance, Pro-Health is estopped from contradicting the promise. Although Pro-Health avers in its affidavit that there was no intention to form a one-year employment contract, this evidence simply disputes Lias's claim. Accordingly, the summary-judgment evidence does not show the absence of a genuine issue of material fact regarding Lias's promissory-estoppel claim. We reverse the judgment of the trial court and remand the cause to that court for further proceedings. J. Woodfin Jones, Justice [Before Chief Justice Carroll, Justices Jones and Kidd] Reversed and Remanded Filed: November 4, 1992 [Do Not Publish]