Magnan v. Anaconda Industries, Inc.

Parskey, J.,

concurring in part and dissenting in part. In Sheets v. Teddy’s Frosted Foods, Inc., 179 Conn. 471, 427 A.2d 385 (1980), we held that an employee at will may not be discharged for a reason whose impropriety is derived from some important violation of public policy. Sheets involved a new application of an old common law principle, namely, that contractual provisions which offend public policy will not be enforced. Hanford v. Connecticut Fair Assn., 92 Conn. 621, 623, 103 A. 838 (1918); Smith v. Crockett Co., 85 Conn. 282, 287, 82 A. 569 (1912). The second count of the complaint in this case is based on the principle-ef law decided in Sheets.

Respecting the first count of the complaint, the majority opinion has miscast the principal issue. This count is based on a breach of an implied covenant of good faith and fair dealing. The plaintiff neither claimed nor did the court charge that a recovery under this count could be based on a showing by the plaintiff that his employment was terminated without just cause. To the contrary, the court charged the jury that though it could consider the absence of just cause as a factor in arriving at the ultimate conclusion that the defendant had acted in bad faith, even if it so found, that in itself would not afford a basis for recovery under this count, that in addition the plaintiff must show that the defendant acted in bad faith, that is, dishonestly, *579fraudulently or deceitfully. When the first count is cast in a proper light it presents an entirely different picture than the caricature portrayed by the majority.

The first count is premised on the proposition that in every contract there is an implied covenant of good faith and fair dealing. Such covenant is also not a new concept. As the majority opinion points out it is well recognized not only as part of the common law in general; 2 Restatement (Second), Contracts § 205; but also in related areas such as the Uniform Commercial Code. General Statutes § 42a-1-203. The majority also sees no reason to exempt employment contracts from the implication of a covenant of good faith and fair dealing. But having said that it goes on to say that a breach of such covenant will be enforced in the employment at will situation only if the basis for the termination of the employment violates public policy. If the termination violates public policy, then under Sheets it is wrongful and actionable and one is not required to rely on an implied covenant of good faith. When it is needed, in cases of bad faith discharges which do not violate public policy, the majority gives the employee a covenant that is nothing more than an empty vessel.

The majority rationalizes its position by stating that all it is doing is fulfilling the Yeasonable expectation of the parties. Such reasoning begs the question. In an employment at will situation the parties may reasonably expect that the employer does not have to show good cause for terminating the relationship. They also have a right to expect, in view of the implied covenant of good faith and fair dealing, that the termination will not be brought about as a result of the employer’s bad faith.1 Although in a number of situations, the factual *580foundation for both causes of action may overlap, this is not necessarily the case and when they do not there is no sound reason in my opinion why the injured party should be restricted to a single legal basis for recovery.

A simple illustration will demonstrate the reason for giving remedial substance to a breach of the implied covenant of good faith. Assume that an employer falsely accuses an employee of theft of the employer’s property. Assume further that the employer insists on the employee signing a statement admitting to the theft and upon the employee’s refusal terminates the employment. Under these facts the employee should be able to bring an action for wrongful discharge in two counts, one based on a bad faith breach of the implied covenant, the other on a retaliatory discharge in violation of public policy. If, in such case, the plaintiff can prove that he was discharged on the basis of a false accusation of theft but could not prove that the employer demanded that he sign a false statement then his failure to recover on the second count should not preclude recovery on the first count.

The case of Pugh v. See’s Candies, Inc., 116 Cal. App. 3d 311, 171 Cal. Rptr. 917 (1981), exemplifies the importance of breach of an implied covenant of good faith and fair dealing as an independent ground of recovery. In that case, the plaintiff was fired after thirty-two years of employment with the defendant. He began his employment washing pots and pans and at the time of his dismissal he was vice president in charge of production and a member of the board of directors. He had never received any complaints or criticism about his job performance. He was given no explanation for his abrupt and unexpected termination.

*581It was the plaintiff’s theory that he was fired because he had objected to a provision in a proposed collective bargaining agreement that would have permitted the defendant to pay its seasonal employees at a lower rate and because he refused to be part of a team that negotiated an allegedly sweetheart contract with the union. He brought suit against the company (and the union) in two counts, claiming that his firing was in retaliation for those stands and therefore offended public policy and that it also violated the implied promise that he would be terminated only for good cause. The case went to trial before a jury and after the plaintiff concluded his case-in-chief, the trial court granted the defendants’ motions for nonsuit.

The Court of Appeals agreed that the plaintiff had failed to establish a violation of public policy and upheld the nonsuit on that count. It did not agree, however, that the plaintiff had failed to establish an implied promise by the employer to refrain from acting arbitrarily, and it reversed the nonsuit on that count. Thus, while unable to establish a violation of public policy the plaintiff was permitted to proceed on breach of contract grounds. Under the majority’s view, the defendant employer’s egregious conduct would have been rewarded. To turn around an old legal aphorism it is apparent that hard law makes bad cases.

In this case I agree that the verdicts are inconsistent because both counts rely on the same factual foundation. If the jury found for the plaintiff on the first count they should have arrived at the same result on the second. Nevertheless, the plaintiff should not be deprived of the opportunity to present both legal theories arising out of the same transaction, one based on contract, the other on tort.

This case focuses on the good faith aspect of the implied covenant. What is not before us and therefore what we need not decide is the fair dealing factor and its application to the reasonable expectation of job security based *580on satisfactory long term service. See Note, “Protecting at Will Employees Against Wrongful Discharge: The Duty to Terminate Only in Good Faith,” 93 Harv. L. Rev. 1816, 1840 (1980).