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An employment relationship with no fixed duration is presumed to be terminable "at will" by either the employer or employee for any or no cause. However, this presumption may be overcome by demonstrating that the parties contracted otherwise. An employee handbook or other policy statement creates enforceable contractual rights if the traditional requirements for contract formation are present. First, the language of the policy statement must contain a promise clear enough that an employee would reasonably believe that an offer has been made. Second, the statement must be disseminated to the employee in such a manner that the employee is aware of its contents and reasonably believes it to be an offer. Third, the employee must accept the offer by commencing or continuing to work after learning of the policy statement. When these conditions are present, then the employee's continued work constitutes consideration for the promises contained in the statement, and under traditional principles a valid contract is formed. All three of these conditions must exist to create enforceable contract rights.
Plaintiff Mark Brown was fired by defendant employer, R.R. Donnelly & Sons for, among other serious allegations, lying to company officials. Plaintiff brought an action against defendant for wrongful termination, alleging that his termination was violative of the terms of the defendant’s handbook for employees. The trial court dismissed the plaintiff’s complaint with prejudice, holding that the handbook, which provided that every employee was entitled to a "square deal" and "fair treatment," did not contain terms that were sufficiently clear to create enforceable contract rights. Plaintiff sought review of the decision, arguing that the language of the defendant's employment manual contained a promise which was sufficiently clear and definite to constitute a contractual offer.
Did the language of the defendant’s employment manual contain a promise which was sufficiently clear and definite to constitute a contractual offer?
The court held that the language in the defendant’s employment manual did not contain any promise that was sufficiently clear and definite to constitute a contractual offer. For example, the court concluded that the subsection of the manual that stated that it was company practice to "base all separations on verified facts, not on anyone's whim or unsupported opinion," was too vague to be reasonably construed as an offer. The court found that the phrase "it is company practice to" spoke retrospectively. The court held that such language was the kind of language that one might find in advertising as opposed to legal contracts and that it appeared to suggest the manner in which the former employer generally operated, without binding itself to operating in only that particular fashion. Accordingly, the court affirmed the trial court’s decision.