Steinke v. Sungard Financial Systems, Inc.

For the First Circuit

No. 96-2326

JAMES A. STEINKE,

Plaintiff, Appellant,

v.

SUNGARD FINANCIAL SYSTEMS, INC.,

Defendant, Appellee.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Richard G. Stearns, U.S. District Judge]

Before

Stahl, Circuit Judge,
Lynch, Circuit Judge,
and O'Toole,* U.S. District Judge.

Margaret S. Garvey
, with whom
Wm. David Byassee
,
Freeborn & Peters
,
David C. Casey, Thomas A. Bockhorst, and Peckham, Lobel, Casey, Prince
& Tye, were on brief for appellant.
Mark
Blondman, with whom Scott
F.
Cooper, Blank
Rome
Comisky
&
McCauley, and Testa,
Hurwitz
&
Thibeault,
LLP, were on brief for
appellee.

August 6, 1997

*Of the District of Massachusetts, sitting by designation.

STAHL, Circuit Judge. Plaintiff-appellant James A.

Steinke appeals the district court's grant of summary judgment

in favor of defendant-appellee SunGard Financial Systems, Inc.

("SFS") on his breach of contract and promissory estoppel

claims. We affirm.

Background

We state the facts in the light most favorable to the

party opposing summary judgment. See Hoeppner v. Crotched

Mountain Rehabilitation Ctr., 31 F.3d 9, 14 (1st Cir. 1994).

Steinke is a former SFS employee. SFS, a wholly-

owned subsidiary of SunGard Data Systems, Inc., develops and

sells computer software used for investment and financial

purposes. In 1992, SFS decided to create a brokerage division

called "Phase3" to develop software applications for the

securities industry and specifically to compete with Security

Industrial Software ("SIS"). SIS was a multi-service company

whose primary business involved providing software and related

services to self-clearing broker dealers. In 1992, Steinke was

the President and Chief Executive Officer of SIS. In December

1992, Citicorp/Quotron, SIS's parent corporation, decided to

sell SIS to a company called ADP.

1. In April 1993, Phase3 was renamed SunGard Brokerage
Systems. For purposes of clarity, however, we substitute the
name Phase3 for SunGard Brokerage Systems as the relevant
entity throughout this opinion.

-2-
2

When Dr. David Wismer, President and Chief Executive

Officer of SFS, learned of ADP's acquisition of SIS, he thought

Steinke might become available to head Phase3 and immediately

began to recruit Steinke to come to Waltham, Massachusetts to

lead Phase3. SFS's first efforts to recruit Steinke began in

April or May 1992, when Wismer told Steinke that he understood

SIS was well run and that he could use that type of management

at Phase3. Late in 1992, Steinke attended a presentation that

Wismer and James Mann, Chairman and Chief Executive Officer of

SunGard Data Systems, made to Quotron. During this

presentation, Wismer and Mann discussed with Quotron the

possibility of SunGard Data Systems acquiring SIS. Mann also

told Steinke during the meeting that if Steinke was to work for

SFS, he would have one year to get to know the operations of

Phase3 and two years after that to "conquer the ADP market."

In early February 1993, Steinke met with Wismer at

Stapleton International Airport in Denver to discuss possible

employment at SFS. During this meeting, Wismer told Steinke

that he wanted him to fill Phase3's need for professional

management. Wismer informed Steinke that SFS expected him to

take three years to acquire former SIS customers and to reach

Phase3's $50 million annual revenue target.

Later that month, Steinke met with Fraser Chambers,

Executive Vice President of SFS's Eastern Region. Steinke

inquired as to how SFS funded its divisions; Chambers responded

-3-
3

that funding would be available if Steinke returned profits

over a three-year period.

Over the weekend of February 19-20, 1993, Steinke

attended an SFS meeting in Naples, Florida. In Naples, Steinke

met with a variety of SFS personnel, including Wismer,

Chambers, and Mann, in order to finalize the terms of his

employment with SFS. Wismer informed Steinke that he was in

the process of putting together an offer letter for Steinke.

The SFS executives also reiterated that SFS senior executives

were rated by their performance over a three-year period.

Wismer in particular indicated that Steinke would have three

years to "show his mettle" at SFS by achieving the aggressive

financial results SFS demanded of its Phase3 division. Wismer

told Steinke that SFS might not make its numbers in 1992, but

that the plan Wismer had developed was sound and Steinke had

three years to "make his numbers." Wismer reassured Steinke

that if he could make his numbers in that time frame, he would

have a long and successful career at SFS. The following day,

Mann confirmed that SFS operated on a three-year financial

plan.

On February 22, 1993, Wismer sent Steinke a letter

constituting a formal offer of employment. The letter offered

Steinke the position of President of SFS's Phase3 division at

an annual salary of $195,000 plus bonuses and certain expenses.

The letter stated that "[t]his offer is contingent upon your

-4-
4

written acceptance of our [attached] Employee Agreement." The

attached employment agreement contained a provision entitled

"Termination," which provided:

I understand that this agreement does not
contain a guarantee of employment and
that, at any time and for any reason, I
may resign or SFS may terminate my
employment. If I decide to resign, I will
give at least two weeks' prior notice, and
I will remain for the full notice period
unless SunGard instructs me to leave
earlier and pays the remaining salary I
would have earned during the notice
period. In return, if SunGard terminates
my employment after six months without
cause, I will receive at least two weeks'
salary as severance pay.

SFS previously had not informed Steinke that it required its

employees to sign a form agreement before beginning employment.

Prior to executing the relevant documents, Steinke

telephoned Wismer and told him that he was concerned about several

issues in the form agreement, including the termination provision.

Specifically, Steinke expressed concern about the fact that

temporary housing would only last until July 15, 1993 and indicated

that he found SFS's offer of five expense-paid trips per year

between his home in Colorado and SFS's offices in Massachusetts to

be unacceptable. Wismer verbally agreed to modify the term of the

temporary housing and to work with Steinke so that he could take

some additional trips to Colorado. When Steinke asked Wismer

whether or not he had to sign the form agreement, Wismer informed

him it was required of all SFS employees. In his deposition,

Steinke recounted that Wismer responded: "You'll be judged on your

-5-
5

numbers and you've got three years to make them. [E]verybody signs

it. It's not an issue."

Steinke signed the Employee Agreement on February 26,

1993. Although the offer letter indicated "a most desirable start

date" of March 15, 1993, after executing the Employee Agreement,

Steinke informed Wismer that he could not start work before April

19, 1993 due to a non-compete agreement he had negotiated with SIS.

Wismer responded that he wanted Steinke to start work on March 15,

1993. Steinke replied that he would be willing to work in some

unofficial capacity and suggested that he be paid as a consultant.

Wismer objected to this method of payment due to the accounting

difficulties it apparently would occasion and remarked that "in the

scheme of working together for the next five to ten years," Steinke

should consider beginning work on March 15 with compensation for

expenses only until he could officially start with SFS on April 19.

Steinke agreed to this solution. When negotiations resulted in an

acceptable arrangement, Steinke ceased considering alternative

employment opportunities.

On one occasion after Steinke began his employment with

Phase3, Mann told him that he had three years to make his numbers

under SFS's three-year plan. Also after starting his employment,

Steinke learned that Phase3's expenses were running far beyond what

they should be if he was to make a bottom line profit of $6.7

2. Steinke claims that he was reviewing at least two other
employment offers when he accepted SFS's offer.

6

million for 1993. On July 14, 1993, Wismer and Steinke discussed

SFS's financial situation and Wismer informed Steinke that the 1994

numbers would be even more critical. Wismer indicated that it was

Steinke's job to put the Phase3 business plan together to achieve

the goals, reinforcing the perception that Steinke had three years

to make his numbers.

On August 12, 1993, Wismer informed Steinke that his

performance was "excellent." On October 15, 1993, however, SFS

terminated Steinke's employment.

Steinke filed suit against SFS in Massachusetts

Superior Court, alleging breach of contract, breach of implied

contract, fraud in the inducement, negligent misrepresentation, and

promissory estoppel. The gist of Steinke's claims was that SFS was

obligated to compensate him for three years' worth of service based

on its alleged oral representations to him and his subsequent

reliance on these representations. SFS removed the case to federal

district court on the basis of diversity of citizenship. See 28

U.S.C. S 1332(a)(1). On October 18, 1995, SFS filed a motion for

summary judgment. The district court granted SFS's motion as to

the breach of contract and breach of implied contract claims, but

not as to the fraud in the inducement and negligent

misrepresentation claims. The district court dismissed the

promissory estoppel claim, and Steinke, after voluntarily

dismissing the fraud and negligent misrepresentation claims

7

pursuant to Fed. R. Civ. P. 41(a)(2), now appeals the district

court's rulings.

Standard of Review

We review the district court's grant of summary

judgment de novo. See
Werme v.
Merrill, 84 F.3d 479, 482 (1st Cir.

1996). Summary judgment is appropriate when the record reveals no

genuine issue of material fact and the moving party is entitled to

judgment as a matter of law. See Fed. R. Civ. P. 56(c). A fact

becomes material when it has the potential to affect the outcome of

the suit. See
J. Geils Band Employee Benefit Plan
v.
Smith Barney

Shearson, Inc.
, 76 F.3d 1245, 1250-51 (1st Cir.),
cert.
denied, 117

S. Ct. 81 (1996). We are not "wedded to the district court's

reasoning. Rather, '[w]e are free, on appeal, to affirm [or

reverse] a judgment on any independently sufficient ground.'"

Garside v. Osco
Drug,
Inc., 895 F.2d 46, 49 (1st Cir. 1990)

(quoting
Polyplastics, Inc.
v.
Transconex, Inc.
, 827 F.2d 859, 860-

61 (1st Cir. 1987)).

Discussion

On appeal, Steinke advances three arguments. First, he

asserts that the district court erred in granting summary judgment

on his claim of breach of an express and implied contract because

issues of fact existed concerning the terms of his employment

agreement with SFS, precluding the finding that this agreement

constituted an unambiguous integrated contract. Second, Steinke

maintains that the district court improperly granted summary

8

judgment on his contract claims because "disputed issues of fact

existed regarding whether the written contract was modified to

require employment for a reasonable term." Third, Steinke insists

that the district court improperly dismissed his promissory

estoppel claim. We address these arguments in turn.

Before turning to the merits of Steinke's appeal, we

note that the parties agree that, pursuant to a choice of law

provision in the Employee Agreement, Pennsylvania law governs

contract-based claims arising out of the Agreement. Because we see

no compelling reason to do otherwise, we will honor the parties'

choice of law on all counts upon which they agree. See James
L.

Miniter Ins. Agency, Inc. v. Ohio Indem. Co., 112 F.3d 1240, 1245

(1st Cir. 1997);
Borden v.
Paul Revere Life Ins. Co.
, 935 F.2d 370,

375 (1st Cir. 1991).

A. Integrated Contract

The district court found that "the Employment Agreement

and the offer letter constitute[d] a complete expression of the

parties' agreement regarding the terms of Steinke's employment."

Steinke asserts that the district court erred because he and SFS

never executed an integrated employment contract. Specifically,

Steinke contends:

The contract consisted of the oral
representations made to [him] . . . when
he was solicited by SFS to head up its new
brokerage division prior to receipt of the
offer letter; the negotiations with
respect to the term of the contract, the
starting date, the duration of his
temporary housing allowance and the number

9

of trips between Massachusetts and
Colorado prior to his relocation which
were settled after the written documents
were received; and the offer letter and
form agreement.

Because "[t]here was no single document or combination of documents

which fully and completely expressed the parties' agreement with

respect to the employment relationship," Steinke argues that he was

entitled to introduce parol evidence to prove the intent of the

parties.

It is well settled that Pennsylvania law presumes all

employment to be at-will. See Darlington v. General
Elec., 504

A.2d 306, 309 (Pa. Super. Ct. 1986) (tracing recognition of

employment at-will doctrine in Pennsylvania to
Henry v.
Pittsburgh

&
Lake
Erie
R.R.
Co., 21 A. 157 (Pa. 1891)); see also Scott v.

Extracorporeal, Inc.
, 545 A.2d 334, 336 (Pa. 1988). Specifically,

Pennsylvania law dictates that absent a statutory or contractual

provision to the contrary, it is presumed that either party may end

an employment relationship at any time, for any or no cause. See

Murray v. Commercial
Union
Ins.
Co., 782 F.2d 432, 435 (3d Cir.

1986). An employee attempting to overcome the presumption of at-

will employment in Pennsylvania must demonstrate "facts and

circumstances establishing some tenure of employment."
Cummings v.

Kelling
Nut
Co., 84 A.2d 323, 325 (Pa. 1951). Overcoming the

presumption constitutes "an up-hill battle" in Pennsylvania.

Schoch v.
First Fidelity Bancorporation
, 912 F.2d 654, 661 (3d Cir.

1990).

10

In this case, no statutory or contractual provision

conflicts with Pennsylvania's presumption of at-will employment.

SFS's offer letter stated that "[t]his offer is contingent on your

written acceptance of our Employee Agreement." The Employee

Agreement provided no fixed term of employment. Instead, the

Employee Agreement stated: "I understand that this agreement does

not contain a guarantee of employment and that,
at any time and for

any reason, I may resign or SunGard may terminate my employment."

(emphasis added). The Employee Agreement indicated only that if

Steinke completed six months of employment with SFS, then SFS would

pay him "at least two weeks' salary as severance pay" if it

terminated his employment without cause. "[W]here a contract

purports to be a complete legal obligation without any doubt as to

its object or extent, it is presumed to reflect the whole legal

right of the parties." Lenzi v. Hahnemann
Univ., 664 A.2d 1375,

1379 (Pa. Super. Ct. 1995);
see
Fountain Hill Millwork Bldg. Supply

Co. v. Belzel, 587 A.2d 757, 760 (Pa. Super. Ct. 1991); Levy v.

Leaseway Sys. Inc., 154 A.2d 314, 316 (Pa. Super. Ct. 1959).

Despite the clear language of both the Employee

Agreement and Pennsylvania law, Steinke argues that the Agreement's

object and extent remain in doubt, and points to parol evidence

concerning representations of a fixed three-year term of employment

that various SFS officials made to him prior to the execution of

the Employment Agreement. Steinke places particular emphasis on

the fact that SFS, in response in part to his concerns about the

11

termination provision in the Employment Agreement, indicated that

"everybody signs it. It's not an issue."

"Whether a writing is an integrated agreement, and if

so, whether the agreement is completely or partially integrated are

questions to be decided by the court prior to application of the

parol evidence rule." Greenberg v.
Tomlin, 816 F. Supp. 1039, 1053

(E.D. Pa. 1993);
see
Hershey Foods Corp.
v.
Ralph Chapek, Inc.
, 828

F.2d 989, 995 (3d Cir. 1987). In determining whether an agreement

is integrated, a court must compare both the alleged oral and

written agreements and must determine whether "'the parties,

situated as were the ones to the contract, would naturally and

normally include the one in the other if it were made.'" Mellon

Bank Corp.
v.
First Union Real Estate Equity & Mortgage Invs.
, 951

F.2d 1399, 1405 (3d Cir. 1991) (quoting
Gianni v.
R. Russel & Co.
,

16 A. 791, 792 (Pa. 1924)); see Crompton-Richmond Co.--Factors v.

Smith, 253 F. Supp. 980, 983 (E.D. Pa. 1966), aff'd, 392 F.2d 577

(3d Cir. 1967) (per curiam). If the alleged oral and written

agreements "'relate to the same subject matter and are so

interrelated that both would be executed at the same time and in

the same contract, the scope of the subsidiary agreement must be

taken to be covered by the writing.'" Ralph
Chapek, 828 F.2d at

995 (quoting Gianni, 126 A. at 792). In such case, "'parol

evidence to vary, modify or supersede the written contract is

inadmissible in evidence.'" HCB Contractors
v.
Liberty Place Hotel

12

Ass'n, 652 A.2d 1278, 1279 (Pa. 1995) (quoting
Nicolella v.
Palmer,

248 A.2d 20, 22 (Pa. 1968)).

Having compared the alleged oral agreement and the

written agreement in this case, we believe that Steinke and SFS

would "naturally and normally" have included the alleged oral

agreement in the written agreement had they actually made an

agreement establishing three years as Steinke's term of employment.

A provision dictating such a lengthy term of employment would be

integral to an agreement providing an offer of employment and

dictating the terms of such employment, including a specific

termination provision. Moreover, Steinke specifically inquired

about the termination provision and, after SFS informed him that

all employees were required to sign the Employee Agreement as a

condition of employment with SFS, he signed the Agreement without

protest. Furthermore, the alleged oral agreement and the written

3. We believe the fact that Steinke signed the agreement after
inquiring about its terms is particularly telling in this
situation. Over a period of approximately twenty years,
Steinke had worked for many large corporations involved in
finance and high technology, including Merrill Lynch, Shearson
Lehman Brothers, Kemper Securities, and Colgate Palmolive.
Steinke negotiated and signed employment agreements with at
least three of these corporations. Steinke's considerable
experience in the field casts doubt upon his assertion that he
did not expect to be bound by the termination provision. See,
e.g.,
M/S Bremen
v.
Zapata Off-Shore Co.
, 407 U.S. 1, 11 (1972)
(upholding written contractual provision in part because it was
"made in an arm's-length negotiation by experienced and
sophisticated businessmen"); Beckman v. Vassall-Dillworth
Lincoln-Mercury, Inc.
, 468 A.2d 784, 788 (Pa. Super. Ct. 1983)
(rejecting argument that appellant did not intend "no-agency"
clause to be included in his contract, reasoning in part that
appellant "was an experienced businessman, equipped to
understand the meaning of the terms of the agreement he

13

agreement (particularly the termination provision in the Employee

Agreement) both addressed the duration of Steinke's employment with

SFS. We therefore find that the Employee Agreement covered the

scope of, and thus superseded, the alleged oral agreement. See

Mellon Bank
, 951 F.2d at 1406-08;
Ralph Chapek
, 828 F.2d at 996-98;

United Ref. Co. v. Jenkins, 189 A.2d 574, 579 (Pa. 1963); Gianni,

176 A. at 792;
Beckman v.
Vassall-Dillworth Lincoln-Mercury, Inc.
,

468 A.2d 784, 788 (Pa. Super. Ct. 1983).

"These cases show that under Pennsylvania law, a

written contract which gives one party an unconditional right

precludes the other party from using parol evidence to establish a

condition on the exercise of the unlimited right the written text

contains." Mellon
Bank, 961 F.2d at 1407. We thus affirm the

trial court's finding that the offer letter and the Employment

signed").

4. Relying only on Moyer v. Heilveil, 49 A.2d 514, 515 (Pa.
Super. Ct. 1946), Steinke quotes the Pennsylvania Supreme Court
as ruling that "[a] contract may be partly oral and partly in
writing and the written agreement does not supersede the oral
contract unless it is complete in itself, embodying all the
terms orally agreed upon." Id. The Moyer court reached this
conclusion only after it determined that the writing in
question was silent concerning the terms of employment; it
reasoned "[i]t therefore was proper for plaintiff to prove a
prior separate oral agreement not inconsistent with the writing
and unaffected by it, establishing the actual intention of the
parties." Id. (emphasis added). In the context of Steinke's
appeal, Moyer thus dictates that Steinke may not have the
opportunity to prove a separate oral agreement because the
Employee Agreement contained a termination provision which
specifically detailed the "terms of employment."

14

Agreement constituted an integrated agreement. Consequently, we

hold that the district court did not err in applying the parol

evidence rule to bar evidence of alleged oral terms. See HCB

Contractors, 652 A.2d at 1280; International
Milling
Co. v.

Hachmeister, Inc., 110 A.2d 186, 191 (Pa. 1955).

5. The fact that the offer letter and the Employment Agreement
did not constitute one single document does not affect this
ruling. An integrated agreement may take the form of two
documents,
see
Kroblin Refrigerated Xpress, Inc.
v.
Pitterich,
805 F.2d 96, 107 (3d Cir. 1986) ("It is a general rule of
contract law that where two writings are executed at the same
time and are intertwined by the same subject matter, they
should be construed together and interpreted as a whole, each
one contributing to the ascertainment of the true intent of the
parties.");
see
also
Zaidan v.
Borg-Warner Corp.
, 341 F.2d 391,
392 (3d Cir. 1965);
United States
v.
Goldberg, 136 F. Supp. 34,
37 n.5 (E.D. Pa. 1955), provided it "appears to be a contract
complete within itself, couched in such terms as import a
complete legal obligation without any uncertainty as to the
object or extent of the engagement,"
Fountain Hill
, 587 A.2d at
760. Moreover, "[w]hile the effect of an integration clause is
to make the parol evidence rule clearly applicable, it is not
required." Mellon
Bank, 951 F.2d at 1406 n.6 (internal
citations omitted); see Ralph Chapek, 828 F.2d at 998. Thus,
Steinke's argument that neither the offer letter nor the
Employment Agreement contained an integration clause, and,
thus, that there is no integrated contract, is unavailing.

6. Steinke's reliance on
McEvoy Travel Bureau, Inc.
v.
Norton
Co., 563 N.E.2d 188, 191-95 (Mass. 1990), is unpersuasive. As
noted previously, the law of Pennsylvania controls these
issues. McEvoy Travel
, furthermore, is distinguishable on its
facts. In McEvoy
Travel, the appellant signed a contract
containing a sixty-day termination clause. When the appellant
questioned the clause, the appellee informed him that the
clause was "inoperative" and "meaningless." Id. at 191. The
court held that the written contract was not an integrated
agreement, reasoning as follows:
When parties . . . sign a document and
include in it a provision as to
termination by notice, at the same time
expressly stating that the provision is a
mere "face saving device" never to be
effective, they have not adopted that

15

Apparently determined to circumvent the parol evidence

rule, Steinke argues that the termination provision contained in

the Employee Agreement is ambiguous. Specifically, Steinke

maintains:

If the contract was for "at will"
employment, it would be inconsistent with
the provision of the offer letter that
provides Steinke temporary housing "until
the earlier of July 15, 1993 or your move
into your permanent residence." It would
negate the provision that SFS would
provide storage of Steinke's household
goods "until the earlier of September 15,
1993 or your move into your permanent
residence." . . . It is also at odds with
the fact that Steinke was agreeing to a
covenant not to compete for twelve months
after his termination for any reason.

A finding of ambiguity in the termination provision, according to

Steinke, necessarily would entitle him to submit to a jury evidence

concerning his alleged three-year contract with SFS.

document as a "complete and accurate
integration" of their agreement. Instead
they have [in Williston's words] issued it
"in usual form but limited its terms by
parole agreement."
Id. at 194 n.7 (quoting 3 Corbin
on
Contracts S 582, at 463
(1960)). In the instant case, SFS never told Steinke that
either the Employee Agreement or the termination provision
contained therein were "inoperative" or "meaningless."
Wismer's remark that signing the Employee Agreement was not "an
issue" does not equate with McEvoy
Travel's "never to be
effective" language. Wismer, in fact, informed Steinke both
that SFS required all of its employees to sign the Employee
Agreement and that all SFS employees did so. The offer letter
made this requirement clear with respect to Steinke, stating
that "[t]his offer is contingent on your written acceptance of
our Employee Agreement."

16

In Pennsylvania, "[o]nly if the terms used [in an

agreement] are ambigious [sic] or if the contract is not fully

integrated, should the trial judge allow the finder of fact to

consider evidence that might vary or add to the contract's express

terms." Griesmann v. Chemical
Leaman
Tank
Lines,
Inc., 776 F.2d

66, 72 (3d Cir. 1985);
see
Compass Tech., Inc.
v.
Tseng Lab., Inc.
,

71 F.3d 1125, 1131 (3d Cir. 1995) ("[I]f the[] [parties'] intent

can be cleanly extracted from the clear and unambiguous words that

the parties have used, it is . . . conventional wisdom that they

are held to those words contained in the contract."); Steuart v.

McChesney, 444 A.2d 659, 661 (Pa. 1982) (holding that when words in

written contract are clear and unambiguous, the intent is to be

discovered only from the express language of the agreement). "In

making the ambiguity determination, a court must consider the words

of the agreement, alternative meanings suggested by counsel, and

extrinsic evidence offered in support of those meanings." Kroblin

Refrigerated Xpress, Inc. v. Pitterich, 805 F.2d 96, 101 (3d Cir.

1986). Having considered the integrated agreement's language, the

meanings that Steinke suggests, and the extrinsic evidence he

offered as evidence of these meanings, we believe that the terms of

the integrated agreement in this case were unambiguous.

As mentioned earlier, the Employee Agreement provided

"this agreement does not contain a guarantee of employment and . .

. at any time and for any reason I may resign or SunGard may

terminate my employment. . . . [I]f SunGard terminates my

17

employment after six months without cause, I will receive at least

two weeks' salary as severance pay." The existence of the words

"at least" in the Employee Agreement in no way clouds or muddles

the terms of the Agreement. It simply indicates that if SFS

terminates an employee without cause after the employee has worked

for six months, then SFS must pay the employee a minimum of two

weeks' salary. At its discretion, SFS may agree to pay the

employee more than two weeks' salary. In this case, Steinke failed

to provide sufficient evidence of an oral agreement committing SFS

to pay him more than two weeks' salary. See Schoch, 912 F.2d at

661 (finding that evidence appellant submitted to demonstrate oral

contract of employment "lack[ed] the clarity and specificity that

Pennsylvania courts require to overcome the presumption of at-will

employment");
Kelling Nut
, 84 A.2d at 324 (holding that statements

made by employer regarding future possibilities were nothing more

than "puffing"); Cashdollar v. Mercy
Hospital
of
Pittsburg, 595

A.2d 70, 76 (Pa. Super. Ct. 1991) (explaining that "an expectation

of the prospective employee, however reasonable from his point of

view, does not supply a meeting of the minds"). SFS simply

exercised the discretion that the terms of the Employee Agreement

afforded it in refusing to pay Steinke more than two-weeks salary

as severance pay.

We recognize that in Pennsylvania "[o]ne part of a

contract cannot be interpreted so as to annul another part, and a

contract must be construed, if possible, to give effect to all of

18

its terms." Meeting House Lane
v.
Melso, 628 A.2d 854, 857-58 (Pa.

Super. Ct. 1993); see Heidt v. Augenbaugh Coal Co., 176 A.2d 400,

401-02 (Pa. 1962); Giuliani
Constr.
Co. v. School
Dist.
of

Philadelphia, 217 A.2d 793, 795 (Pa. Super. Ct. 1966). In this

case, the fact that SFS could terminate Steinke's employment "at

any time and for any reason" and pay him only two weeks', rather

than three years' salary neither annuls nor renders inexplicable

the provisions in the agreement that Steinke highlights. If SFS

dismissed Steinke without cause, then pursuant to the agreement it

still would be responsible for providing him temporary housing

"until the earlier of July 15, 1993 or [his] . . . move into [his]

. . . permanent residence;" it would continue to be obligated to

store his household goods "until the earlier of September 15, 1993

or [his] . . . move into [his] . . . permanent residence;" and,

Steinke would be precluded from competing with SFS for a period of

twelve months after his termination. This construction of the

agreement gives effect to all of the terms of the contract.

Moreover, Pennsylvania law provides that contractual obligations

contained in an employment contract may persist after the

employment provided for in the contract is terminated. Cf.

Insulation Corp. of Am.
v.
Brobston, 667 A.2d 729, 733 (Pa. Super.

Ct. 1995); Wainwright's
Travel
Serv.,
Inc. v. Schmolk, 500 A.2d

476, 479 (Pa. Super. Ct. 1985).

Given the terms of the integrated agreement between

Steinke and SFS, considered in the context both of the arguments

19

and evidence Steinke advances and of Pennsylvania law governing the

construction of contracts, we do not believe either that the

agreement was ambiguous or that the district court's interpretation

of the agreement improperly created an ambiguity in the agreement.

See Amoco
Oil
Co. v. Snyder, 478 A.2d 795, 799 (Pa. 1984);

McChesney, 444 A.2d at 663. The district court, therefore, did not

err in refusing to admit parol evidence to determine the parties'

intent.

B. Modification

Steinke next contends that even if the offer letter and

Employee Agreement constituted an unambiguous integrated contract,

a subsequent oral agreement with SFS modified the written

agreement. Steinke maintains that on several occasions after he

executed the Employee Agreement, SFS executives communicated to him

that SFS would employ him for a fixed term of years. Steinke

further contends that he supported this oral modification with

separate consideration by working without any salary for one month.

The district court found that the evidence Steinke

offered to support his modification argument was "pretty thin."

Consequently, the district court, after "[i]ndulging every nuance

in Steinke's favor, [concluded that] no reasonable finder of fact

could wring from these ruminations on SFS's corporate culture an

affirmative offer to junk Steinke's existing at-will agreement in

favor of a term contract." We agree.

20

In Pennsylvania, a party arguing that an oral agreement

modified a prior written contract must prove the existence of the

oral agreement "by evidence which is clear, precise[,] and

convincing." Pellegrene v. Luther, 169 A.2d 298, 299 (Pa. 1961);

see Gorwara v. AEL
Indus., 784 F. Supp. 239, 242 (E.D. Pa. 1992)

(indicating that at-will presumption in Pennsylvania "can only be

overcome by clear and specific evidence showing the parties' [sic]

intended their contract to extend a certain period"). Generally,

vague, broad, or aspirational statements are insufficient under

Pennsylvania law to establish an oral contract modifying an at-will

employment contract. See Green v. Oliver
Realty,
Inc., 526 A.2d

1192, 1202 (Pa. Super. Ct. 1987); Veno v. Meredith, 515 A.2d 571,

579 (Pa. Super. Ct. 1986); Darlington, 504 A.2d at 312.

Specifically, promises of employment for "broad, unspecified

durations do not overcome the [at will] presumption." Forman v.

BRI Corp., 532 F. Supp. 49, 51 (E.D. Pa. 1982). In this case, we

find the evidence that Steinke brings forth to support his claim of

an oral modification of the written integrated agreement

insufficiently clear and specific to reverse the district court's

award of summary judgment to SFS on this issue.

Steinke asserts that when he informed Wismer that he

could not begin work for SFS until April 19, rather than the

preferred March 15 date specified in the offer letter, Wismer

suggested that he work between these dates for expenses only given

"the scheme of working together for the next five to ten years."

21

In March, during a discussion "over some drinks" in Steamboat

Springs, Colorado, which focused primarily on the success of

another SFS executive, Mann "made comments to the effect that, you

know, you've got three years to make your numbers. You've got to

beat out Simpson." During a dinner conversation on July 14,

according to Steinke, Wismer worried aloud about his own prospects

with SFS, "reinforcing that belief that you have three years to

make your numbers. You can have a bad year, you can even have two

bad years. But since it's a numbers company, three years and your

employment would be at risk." Based on this evidence, in

conjunction with the fact that he consented to work for SFS between

March 15 and April 19 "for expenses only," Steinke concludes that

he was "entitled to have a jury determine whether the post-contract

representations, supported by the consideration of working without

any salary for one month, modified the contract to incorporate the

three year term."

In Marsh v. Boyle, 530 A.2d 491, 494 (Pa. Super. Ct.

1987), the court found that an oral assurance of employment "for at

least two years" lacked the requisite specificity to rebut the at-

will presumption in Pennsylvania. In Darlington, the court

rejected the appellant's argument that the parties had modified an

at-will employment relationship given that the appellant was hired

for a "long range project." See 504 A.2d at 32. The Darlington

court reasoned that the "term long range project is, in and of

22

itself, too vague and unspecified to overcome the [at-will]

presumption." Id.

Similarly, in McMahon v. Impact
Sys.,
Inc., 126 Lab.

Cas. q 57,486, 1992 WL 201004, at 5 (E.D. Pa. 1992), the court did

not find persuasive the plaintiff's argument that a conversation he

had with his employer modified his written at-will employment

contract. During the conversation in question, the employer asked

the plaintiff how long he intended to be employed by the employer.

The discussion then proceeded as follows: "I [the plaintiff] said

I'd like to be employed for three years, then we can renegotiate

where I can at least be suitable with the company, right? She [the

employer] said that would be no problem. That was the agreement."

Id. The court held that "this conversation, without more, [wa]s

not sufficiently clear and definite to overcome the at-will

presumption." Id.; see Extracorporeal, 545 A.2d at 337 (finding

neither oral nor written assurances of permanent employment

sufficiently definite or specific to rebut at-will presumption);

Betts v.
Stroehmann Bros.
, 512 A.2d 1280, 1281 (Pa Super. Ct. 1986)

(finding oral understanding that employment "was to be long term"

did not alter at-will presumption).

In the instant case, the three conversations Steinke

had with various SFS executives do not provide specific, definite

evidence of both Steinke and SFS's intention to substitute an oral

three-year term contract for Steinke's written at-will agreement.

During these conversations, Wismer and Mann adverted to three,

23

five, and potentially even ten years in reference to Steinke's

future employment with SFS. We believe these references amounted

to nothing more than vague, aspirational statements. Accordingly,

we find that they were insufficient to establish an oral contract

modifying Steinke's written employment agreement.

We note that Steinke argues that by working for SFS

between March 15, 1993 and April 19, 1993 without salary, he

supplied sufficient additional consideration to demonstrate the

existence of an oral modification to his written at-will employment

agreement. In Pennsylvania, separate or additional consideration

may evince contract modification. See Green, 526 A.2d at 1200;

Darlington, 504 A.2d at 314;
Nicolella, 248 A.2d at 23. "[A] court

will find 'additional consideration' when an employee affords his

employer a substantial benefit other than the services which the

employee is hired to perform, or when the employee undergoes a

substantial hardship other than the services which he is hired to

perform." Darlington, 504 A.2d at 315.

It does not appear to us that Steinke afforded SFS a

substantial benefit other than the work he contracted to perform

because the offer letter that Steinke accepted specifically

delineated March 15 as his "most desirable start date." It was not

until after he executed the Employee Agreement that Steinke

informed SFS that he could not commence his employment until April

19 due to the restrictions of the non-compete agreement he had

executed with SIS.

24

In addition, it seems unlikely that Steinke suffered

any hardship by working from March 15 until April 19 without salary

because it was his contractual duty to SIS that precluded him from

commencing work as a salaried employee with SFS on March 15. The

record does not reveal any other hardship that Steinke suffered

during this period; for instance, he did not move his family to

Massachusetts until after April 19. See id. (indicating that

additional consideration may be sufficient when individual must

move his family to commence a new employment position). We thus do

not find that Steinke furnished SFS with the necessary separate or

additional consideration to demonstrate an intent to modify his

written at-will employment agreement. See id. at 315; Veno, 515

A.2d at 580; Betts, 512 A.2d at 1281.

Even if we were to find sufficient separate or

additional consideration, this finding would not affect our

analysis. In Pennsylvania, "if the parties specifically agreed

that the employment would be at-will, even though additional

consideration were present, . . . court[s are expected] to construe

the contract according to the parties' stated intention and hold it

to be at-will." Extracorporeal, 545 A.2d at 339. In this case,

the parties agreed that Steinke's employment would be at will; we

reiterate that the Employee Agreement stated: "I understand that

this agreement does not contain a guarantee of employment and that,

25

at any time and for any reason, I may resign or SunGard may

terminate my employment."

C. Promissory Estoppel

Steinke finally argues that even if his at-will

employment agreement was not modified, "under principles of

promissory estoppel, a jury is entitled to determine that SFS is

precluded from claiming that Steinke could be terminated at any

time, without any recourse." Specifically, Steinke insists that he

discontinued negotiations with other
employers in reliance on the
representations that his employment would
be for three years; he sold his house and
his wife quit her job to be able to move
to Massachusetts. Steinke agreed to work

7. Steinke insists that "at a minimum," because he provided
the consideration of working without salary from March 15 until
April 19, he was "entitled to be paid for the period he
performed services for SFS prior to his official start date of
April 19, 1993 on the theory of implied contract." "A contract
implied in fact is an actual contract which arises where the
parties agree upon the obligations to be incurred, but their
intention, instead of being expressed in words, is inferred
from acts in light of the surrounding circumstances."
Elias v.
Elias, 237 A.2d 215, 217 (Pa. 1968). In Pennsylvania, "[t]he
law will not imply a different contract than that which the
parties have expressly adopted." Hutchison v. Sunbeam
Coal
Corp., 519 A.2d 385, 388 (Pa. 1986). Having determined that
Steinke did not provide additional consideration to evidence a
modified oral contract, we find no merit in Steinke's
contention that he is entitled to be paid for the approximately
four weeks during which he worked for expenses only. Steinke
and SFS specifically agreed that in light of Steinke's non-
compete agreement with SIS, he would not receive salary during
this period.

8. Although the parties and the district court labeled
Steinke's final claim "detrimental reliance," Steinke explains
that it actually constitutes a "cause of action for promissory
estoppel." We agree and thus use this designation in the
discussion that follows.

26

for approximately four weeks without
compensation based upon the further
promises of SFS that in the overall
relationship between the parties, the four
weeks would be insignificant.

The district court dismissed the promissory estoppel claim,

reasoning that it was "simply a restatement of an element of the

fraud claim and not a separate cause of action."

As a preliminary note, we believe that Pennsylvania

rather than Massachusetts law governs the promissory estoppel claim

in this case because promissory estoppel is a "contractually based

cause of action" and thus should "fall[] within the purview of the

choice of law clause." Shelley v. Trafalgar House Pub. Ltd. Co.,

918 F. Supp. 515, 522 (D.P.R. 1996). We need not resolve this

issue, however, because "the outcome is the same under the

substantive law of either jurisdiction." Lambert v. Kysar, 983

F.2d 1110, 1114 (1st Cir. 1993);
see
Lucker Mfg.
v.
Home Ins. Co.
,

23 F.3d 808, 813 (3d Cir. 1994).

"[A]s a general rule, [in Pennsylvania] there is no

common law cause of action against an employer for termination of

an at-will employment relationship." Paul v. Lankenau Hosp., 569

A.2d 346, 348 (Pa. 1990); see Clay v. Advanced
Computer

Applications,
Inc., 559 A.2d 917, 918 (Pa. 1989). Specifically,

"the
doctrine
of
equitable
estoppel
is
not
an
exception
to
the

employment
at-will
doctrine." Paul, 569 A.2d at 349 (emphasis

added); see
Dugan v.
Bell Tel. of Pa.
, 876 F. Supp. 713, 727 (W.D.

Pa. 1994) (holding that employee could not assert claim of

27

promissory estoppel based on reliance on employer's alleged promise

to find him permanent employment); Anderson v. Haverford College,

851 F. Supp. 179, 184 (E.D. Pa. 1994) (instructing that
Niehaus v.

Delaware
Valley
Med.
Ctr., 631 A.2d 1314 (Pa. Super. Ct. 1993),

rev'd, 649 A.2d 433 (Pa. 1994), was expressly limited to the facts

of that case and did not revise the long-standing at-will

presumption). Under Pennsylvania law, therefore, Steinke's

promissory estoppel claim necessarily fails because Steinke was an

at-will employee according to the written employment agreement

executed on February 26, 1993.

Under the doctrine of promissory estoppel in

Massachusetts, "'[a] promise which the promisor should reasonably

expect to induce action or forbearance on the part of the promisee

or a third person and which does induce such action or forbearance

is binding if injustice can be avoided only by enforcement of the

promise.'" Veranda
Beach
Club
Ltd.
Partnership v. Western
Sur.

Co., 936 F.2d 1364, 1380 (1st Cir. 1991) (quoting McAndrew v.

School Comm., 480 N.E.2d 327, 332 (Mass. 1985)); see Chedd-Angier

Prod. Co.
v.
Omni Publications Int'l, Ltd.
, 756 F.2d 930, (1st Cir.

1985) (explaining that Massachusetts has adopted Restatement

(Second) of Contracts S 90); see also Carlson v. Arnot-Ogden

Memorial Hosp., 918 F.2d 411, 416 (3d Cir. 1990) (indicating that

in Pennsylvania, "[p]romissory estoppel allows the court to enforce

a party's promise that is unsupported by consideration where (1)

the promisor makes a promise that he reasonably expects to induce

28

action or forbearance by the promisee, (2) the promise does induce

action or forbearance by the promisee, and (3) injustice can only

be avoided by enforcing the promise"); Murphy v. Burke, 311 A.2d

904, 908 (Pa. 1973) (indicating that Pennsylvania's promissory

estoppel doctrine follows Restatement (Second) of Contracts S 90).

In Massachusetts, "'[a]n element of promissory estoppel is that the

party invoking it must have reasonably relied on the alleged

promise to his detriment.'" Coll v. PB Diagnostic Sys., Inc., 50

F.3d 1115, 1124 (1st Cir. 1995) (quoting Hall v. Horizon
House

Microwave,
Inc., 506 N.E.2d 178, 184 (Mass. App. Ct. 1987)

(emphasis added in Hall)); see Loranger
Constr.
Corp. v. E.
F.

Hauserman Co.
, 374 N.E.2d 306, 311 (Mass. App. Ct. 1978) (dictating

that in the context of a promissory estoppel claim, "attention is

to be focused upon the reasonableness of th[e] reliance"), aff'd,

384 N.E.2d 176 (Mass. 1978); see also Josephs v. Pizza Hut of Am.

Inc., 733 F.Supp. 222, 226 (W.D. Pa. 1989), aff'd, 899 F.2d 1217

(3d Cir. 1990). Courts typically invoke the doctrine of promissory

estoppel when the formal requirements of contract formation are

absent and when enforcing the promise would serve the interests of

justice. See Veranda
Beach, 936 F.2d at 1380; see also Carlson,

918 F.2d at 416.

Steinke thus bears the burden of proving that he

reasonably relied to his detriment on a promise that SFS made of a

three-year term of employment. In this case, Steinke indicates

that Wismer alluded to working together over "the next five to ten

29

years." Wismer's remark, even considered in the context of a few

other statements indicating that SFS executives had three years to

"make their numbers," did not constitute a promise upon which

Steinke reasonably could have relied.
See
Coll, 50 F.3d at 1124-25

(1st Cir. 1995) (holding that employer's failure to "firm up" oral

promise of long-term compensation rendered any reliance on an oral

promise unreasonable);
Trifirio v.
New York Life Ins. Co.
, 845 F.2d

30, 33-34 (1st Cir. 1988) (explaining, in a situation similar to

the instant case, "a reasonable person investigates matters

further; he receives assurances or clarification before relying");

Hall, 506 N.E.2d at 184 (declaring that "[i]nchoate negotiations

are no better basis for reliance than for an action on the

purported contract as such"); see also Burke, 311 A.2d at 400-01

(ruling that the evidence in the case did not support a finding

that there was a promise upon which appellants relied to their

detriment). We thus rule that the district court did not err in

dismissing Steinke's promissory estoppel claim.

Conclusion

For the foregoing reasons, we affirm the district

court's award of summary judgment to SFS both on Steinke's

contractual claims and on his promissory estoppel claim.

Affirmed. Costs to appellee.

30