concluding that no triable issues of fact existed because the letter at issue “contained no ambiguity, patent or latent, in its termination provisions” (emphasis added)
How later courts described this case
- concluding that no triable issues of fact existed because the letter at issue “contained no ambiguity, patent or latent, in its termination provisions” (emphasis added)
- ‘The test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether it appears to the court to be plain and unambiguous on its face, but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible.’”
- where an 21 express employment agreement unambiguously establishes employee’s 22 at-will status, that agreement controls even if there is 23 extrinsic evidence to the contrary
- “As California courts previously have observed, the meaning of language is to be found in its applications. An indeterminacy in the application of language signals its vagueness or ambiguity. An ambiguity arises when language is reasonably susceptible of more than one application to material facts. There cannot be an ambiguity per se, ie., an ambiguity unrelated to an application.”
Written by the judges who cited it.
The opinion
MORENO, J., Concurring.
I concur in the majority opinion, but write separately to emphasize one point.
The majority devotes substantial attention to employment agreements that authorize termination “upon notice,” or after a specified notice period. (Maj. opn., ante, at pp. 388-391, discussing Bionghi v. Metropolitan Water Dist. (1999) 70 Cal.App.4th 1358 [ 83 Cal.Rptr.2d 388 ] and Wallis v. Farmers Group, Inc. (1990) 220 Cal.App.3d 718 [ 269 Cal.Rptr. 299 ].) But the written agreement before us did not use the words “upon notice,” or any equivalent phrasing. Instead, the agreement allowed for termination “at any time.” Our analysis is properly directed at this “at any time” language. The majority has no occasion to express, and does not express, any view as to whether providing for termination “upon notice” also connotes a mutual intention to create an at-will employment arrangement. (See maj. opn., ante, at pp. 390-391.)
*397 In my view, a provision that allows for termination “upon notice” does not, by itself, shed light on whether the parties intended an at-will employment contract, or a relationship terminable only for cause. I concur in the majority opinion with the understanding that it takes no position on this issue.