stating that oral assurances at meeting with 5 employees that the company would abide by certain mandatory procedures may negate a 6 policy’s disclaimer
How later courts described this case
- stating that oral assurances at meeting with 5 employees that the company would abide by certain mandatory procedures may negate a 6 policy’s disclaimer
- rejecting premise that disclaimer "can, as a matter of law, effectively serve as an eternal escape hatch for an employer who may then make whatever unenforceable promises of working conditions it is to its benefit to make"
- noting that term “contract of employment” is “manifestly unclear” because “at will employee has an employment contract—it is simply one that may be ended at any time for any reason”
- “Ascertaining the effect of a disclaimer will often involve factual 17 determinations which must be resolved by the trier of fact if . . . there is more than one 18 reasonable inference from the evidence.”
Written by the judges who cited it.
The opinion
Andersen, J.
(concurring) — I generally agree with Justice DoUiver's concurring opinion, and in particular I agree with his statement that whether the language contained in an employee handbook is sufficiently definite to constitute a promise of specific treatment in a given situation is a question of law.
I write separately to express my concern that Berg v. Hudesman, 115 Wn.2d 657 , 801 P.2d 222 (1990) is being cited by the majority for a broader application than is here at issue. The majority states:
Thus, to the extent St. Yves depends upon the "plain meaning rule", that parol evidence is inadmissible for purposes of interpreting a contract apparently unambiguous on its face, its reasoning was rejected in Berg .
Majority opinion, at 528.
*550 In Berg , the written lease agreement was obviously ambiguous. In this case the employment relationship was certainly not a traditional integrated written contract. My concern is that the majority's broad characterization of Berg will upset the finality of unambiguous integrated written contracts and require every contract dispute to be determined by the trier of fact only after a full trial. In Berg , we clarified the law in Washington and reaffirmed the "context" rule, as declared by this court in 1944 in J.W. Seavey Hop Corp. v. Pollock, 20 Wn.2d 337, 348-49 , 147 P.2d 310 (1944). Pollock clearly states:
May we say here that we are mindful of the general rule that parol evidence is not admissible for the purpose of adding to, modifying, or contradicting the terms of a written contract, in the absence of fraud, accident, or mistake. But, as stated in Olsen v. Nichols, 86 Wash. 185 , 149 Pac. 668 [(1915)], parol evidence is admissible to show the situation of the parties and the circumstances under which a written instrument was executed, for the purpose of ascertaining the intention of the parties and properly construing the writing. Such evidence, however, is admitted, not for the purpose of importing into a writing an intention not expressed therein, but with the view of elucidating the meaning of the words employed. Evidence of this character is admitted for the purpose of aiding in the interpretation of what is in the instrument, and not for the purpose of showing intention independent of the instrument. It is the duty of the court to declare the meaning of what is written, and not what was intended to be written. If the evidence goes no further than to show the situation of the parties and the circumstances under which the instrument was executed, then it is admissible.
(Italics mine.) Pollock, 20 Wn.2d at 348-49 . See also Berg, 115 Wn.2d at 669 .
When the case arises where a written integrated contract is clear and unambiguous on its face, I would hold that extrinsic evidence is not admissible. Certainty of contract depends on parties being bound to their clearly drafted written contracts.
Dolliver, J., concurs with Andersen, J.