Wilder v. Cody Country Chamber of Commerce

GOLDEN, Justice,

concurring in part and dissenting in part.

I concur in those parts of the majority opinion which address the negligence, defamation, intentional interference with prospective business relations, and procedural issues. I dissent, however, to those parts of the majority opinion which address the breach of contract, the implied covenant of good faith and fair dealing, and outrageous conduct issues.

About the breach of contract issue, in my judgment Mr. Wilder’s employment at all times was as an at-will employee. When the Chamber hired him in 1986, there was no written employment agreement. The sum and substance of the chamber’s hiring of him is revealed in Mr. Wilder’s deposition testimony. Four Chamber representatives — Joe Bush, Bill Weiss, Tom Cook and Doug Weed-in — interviewed him for the executive director position. Questioned by the Chamber’s lawyer at his deposition about his job interview, Mr. Wilder testified as follows:

Q. What were you told at the time you were hired as far as the term or length of your employment? Anything?
A. Well, I expected to be permanently employed.
Q. What were you told as far as the term or the length of your employment?
A. I was told that I would be employed for as long as I did the work.
A. And that’s your best recollection as far as the words that were used to describe your length or term of employment?
A. I was told * * * that they thought I should be there for a long time, as long as I did the work that was required.
Q. Was it your understanding that your employment was at will between the time you were hired in 1986 and March 31st, 1989?
A. No.
Q. What was your understanding as to what your agreement was with the board during that period of time, as far as your employment?
A. It was that I was a permanent employee; that I was there permanently employed; that I expected to be permanently employed; and that at an annual review, I was promised an employment contract.
⅜ ⅜ * ⅜ ⅜ ⅜
Q. Someone from the board promised you a written contract, is that right?
A. Well, at one of the annual reviews, I brought it up. And we discussed that I would be an employee with [a written] employment contract * * *.
⅜ ⅜ ⅜ ⅜ ⅜ ⅜
Q. What steps were undertaken from that point forward by either you or the board to prepare such a written contract? A. You know * * ⅜ it wasn’t for me to prepare it. And I left it to them, and I just didn’t hear back.
Q. Did you ever get back to any of the board members about that written contract?
*229A. Not that I recall.
Q. Your understanding at the time you were hired was that you were verbally told that so long as you continued to do your duties as executive director in a satisfactory manner, you would continue to be employed?
A. That’s correct.
Q. [Were] there any other discussions or [was there] any other agreement that you recall as far as how long you would be employed with the Chamber?
A. I can only assume. Well, assumptions don’t matter.
Q. Do you recall there being any other conversations about the length or the term of your employment?
A. No.

This court has made it clear in our wrongful discharge cases that the employee’s “[s]ubjective understandings and expectations do not establish an employment contract with a definite term of duration.” Allen v. Safeway Stores, Inc., 699 P.2d 277, 282 (Wyo.1985). Thus, if the employment is for an indefinite term, as Mr. Wilder’s clearly was, it is terminable at will by either party. Allen, at 281-82. Based upon Mr. Wilder’s own testimony describing his interview and hiring, I conclude no genuine issue of material fact exists about the nature of his employment status. As a matter of law, his status was at will.

Mr. Wilder next asserts that, in any event, the letter agreement dated March 31, 1989, changed the status of his employment. He concedes that by the letter’s language his employment was at will except as to the financial problem; he contends that with respect to that problem his status was “discharge for cause.” I do not agree. From my reading of the letter I conclude that the Chamber unambiguously expressly states that Mr. Wilder’s status is at will. In the pertinent second paragraph of the letter, the Chamber states:

Your status is probationary through July 1, 1989, or upon completion of an audit of the Chamber books, which may be completed sooner than July 1, 1989. Upon completion of the audit, and the opportunity to review it, the Board will evaluate your status and whether or not to offer you continued employment. The board reserves the right to consider past employment performance, and review will not be limited to your performance during the probationary period. The Board believes that the entire financial and management picture of Chamber operations should be before them prior to a decision regarding your future employment. In other words, the Board wants all the facts before them, and as such the probationary period is in no way to operate as a waiver of the Board’s right to consider performance pri- or to the probationary period. You are an at will employee, and the Board has the right to terminate at any time for any reason, or for no reason at all. However, we insist on knowing all the facts before any action is taken. Again, you serve at the pleasure of the Board.

In my judgment, the sum and substance of the Chamber’s statement to Mr. Wilder is this:

Although we are going to audit the books and review that audit and although we are going to review your past performance as well as your future performance so that we have all the facts, “[y]ou are an at will employee, and [we have] the right to terminate at any time for any reason, or for no reason at all ⅜ * *. Again, you serve at the pleasure of the Board.”

The letter simply does not contain any language that the Chamber has created a “discharge for cause” exception on the financial item. I see no ambiguity about this language. I would hold, as a matter of law, Mr. Wilder’s employment was at will.

Concerning the majority’s treatment of the issue of the implied covenant of good faith and fair dealing, I have several areas of disagreement. First, given the form of the covenant as presented by Mr. Wilder and the manner in which Mr. Wilder presented this issue, and given the manner in which the majority has resolved the breach of contract issue, I see no need for the majority to decide the implied covenant issue as presented by Mr. Wilder. Second, I disagree with the majority’s recognition, however qualified, *230of a tort cause of action for the breach of the implied covenant. I shall explain these several disagreements.

Because the majority reverses the summary judgment on the breach of contract issue, I see no need for the majority to decide the implied covenant issue. In Mr. Wilder’s complaint, in addition to alleging, as contract actions, a breach of an employment agreement and the March 31, 1989 agreement, he also alleged, as a tort action, the breach of an implied covenant of good faith and fair dealing. In Mr. Wilder’s memorandum in opposition to the Chamber’s motion for summary judgment, he explained the nature and extent of this implied covenant claim he was advancing. He predicated this claim only on the March 31, 1989 letter agreement, not on his employment status for the earlier three-year period. As to the March 31 letter agreement, he asserted that if the court construed that agreement to mean his employment status was at will, then this was the right case in which the court should recognize the covenant. His reasoning was that the Chamber, in that agreement, promised him it would take no action on his employment until the investigation and audit of the books were completed; he relied on that promise; the Chamber broke that promise; therefore, the Chamber did not act in good faith, i.e., “honesty in fact in the conduct [of the] transaction concerned.” Gamer v. Hickman, 709 P.2d 407, 411 (Wyo. 1985). He argued that a question of fact existed whether the Chamber met that standard of conduct.

In his appellate brief Mr. Wilder expressly states that if this court accepts his construction of the March 31, 1989 letter agreement, that his employment status was “discharge for cause” as to the financial problem, then “it will not be necessary for the Court to consider [the implied covenant] claim.” After setting forth his “implied covenant” argument for consideration in the event the court finds that his status under that letter agreement is only at will, he concludes by stating “summary judgment on Mr. Wilder’s [implied covenant] claim should be reversed if this court does not reverse the judgment on the breach of contract claim.” (Emphasis added).

In my judgment, Mr. Wilder conditionally presented a narrowly drawn implied covenant tort claim. It was narrowly drawn since it was predicated only on a perceived promise contained in the written March 31, 1989 letter agreement; it was presented conditionally since its consideration was explicitly premised on this court’s affirmance of the summary judgment on the contract action for breach of contract. This court’s majority opinion, however, does not affirm the summary judgment on the contract action — it reverses it; therefore, it is premature and unnecessary to decide at this time the narrowly drawn implied covenant tort claim.

Be that as it may, the majority has treated the implied covenant question, but not in the narrowly drawn form in which Mr. Wilder conditionally presented it. Because the majority does not treat the implied covenant question in the form in which Mr. Wilder presented it, the majority works in a vacuum: there are no facts which frame the form of the implied covenant question which the majority chooses to treat and there are no advocates on either side of the question being treated. Such a sterile environment is not conducive to good appellate decision-making.

I disagree with both the majority’s treatment of the implied covenant question and the results of that treatment, viz., recognition of a tort of breach of an implied covenant of good faith and fair dealing. Having carefully reviewed this court’s wrongful discharge jurisprudence, I have concluded that this court previously expressly rejected the implied covenant concept. In Rompf v. John Q. Hammons Hotel, Inc., 685 P.2d 25 (Wyo.1984), this court affirmed the district court’s summary judgment against the motel’s recently hired at-will chief engineer who in his complaint had alleged, among other theories, a breach of the implied covenant, inherent in every contract, by terminating him instead of employees under his supervision hired more recently than he. Rompf, 685 P.2d at 27-28. Conceding that his employer reduced staff because of budgetary constraints, Mr. Rompf asserted that concepts of good faith required *231his employer to retain him rather than those employees subordinate to him. Id. Although this court expressly reserved a decision on the implied covenant’s viability in Wyoming “until a proper case is before us,” this court held that the evidence failed to show a violation of the good-faith duty imposed upon employment relationships in other jurisdictions. Rompf, 685 P.2d at 28.

In Leithead v. American Colloid Co., 721 P.2d 1059, 1064 (Wyo.1986), this court reversed the district court’s summary judgment against the discharged employee, holding as a matter of law that the employee handbook changed the employee’s at-will status to “discharge for cause only” status. Importantly, the majority treated the employee’s claim which alleged the employer’s breach of the implied covenant. Said the majority:

In some jurisdictions, an implied covenant of good faith is imposed on employers when they discharge employees under a contract at will. The covenant has no application here, however, because the parties’ contract was not at will.

Leithead, 721 P.2d at 1064 (citations omitted).

By using this explanation, the court was recognizing that historically courts had seen the implied covenant theory advanced by discharged at-will employees trying to create an exception to the widely followed at-will doctrine. The court was also expressly holding that the implied covenant theory does not apply in employment relationships which require just cause for discharge. In Leithead’s case, the employer’s use of the handbook had created a “discharge for just cause” employment status; therefore, the implied covenant theory was not applicable.

The question whether this court would recognize the implied covenant in an at-will employment was partially answered in Leonard v. Converse County Sch. Dist. No. 2, 788 P.2d 1119 (Wyo.1990). This court expressly held that neither the implied covenant theory nor the public policy tort theory apply to an initial contract teacher’s employment. Leonard, 788 P.2d at 1122. In my view, this court expanded that partial answer to a complete answer in Ware v. Converse County Sch. Dist. No. 2, 789 P.2d 872 (Wyo.1990), by holding that the implied covenant theory does not apply to a discharged school custodian who was an at-will employee of the school district. Id. at 875. This court’s rejection of the implied covenant theory was reaffirmed in Hatfield v. Rochelle Coal Co., 813 P.2d 1308 (Wyo.1991), by answering certified questions from the federal district court.

Despite this court’s clear authority, the majority today reverses direction and holds, without sufficient consideration and analysis in my judgment, that we now recognize a tort action available against every type of Wyoming employer for breach by tortious “egregious conduct” of the implied covenant if a “special relationship of trust and reliance exists between the particular employee seeking recovery and the employer.” The majority uncritically relies in large part upon Cleary v. Am. Airlines, Inc., Ill Cal.App.3d 443,168 Cal.Rptr. 722 (Ct.App. 2 Dist. (1980) in support of this new tort action. The California Supreme Court, however, expressly rejected this particular feature of Cleary five years ago in Foley v. Interactive Data Corp., 47 Cal.3d 654, 254 Cal.Rptr. 211, 765 P.2d 373 (1988). More about Foley shortly.

The majority also appears to rely on two Nevada cases as support for recognition of this new tort theory. In the first case, the employee was a tenured, not an at-will, employee. K-Mart Corp. v. Ponsock, 103 Nev. 39, 732 P.2d 1364, 1365, 1366, 1368 (1987). He had been hired for a definite term, viz., until retirement. In its employee handbook, K-Mart had agreed that Ponsock could be terminated only for cause; if his performance were deficient, K-Mart would assist him and would terminate him only after giving him a series of correction notices and a determination that his performance remained unacceptable. K-Mart, at 1366. K-Mart discharged him without following these handbook provisions. Id. At the time, Ponsock was about six months shy from 100 percent vesting of his retirement benefits which were to be fully paid by K-Mart. Id. Based upon these facts, the Nevada court recognized “a bad *232faith discharge case in this fact-specific instance of discharge by a large, nationwide employer of an employee in bad faith for the improper motive of defeating contractual retirement benefits.” Id. at 1370. In its analysis, the Nevada court seizes upon the “special relationship’ notion recognized in the insurance contract context and applies that notion to Ponsock’s tenured “discharge for just cause” employment relationship with his nationwide employer. Id. at 1371-72. Pon-sock is a fact-specific case, not one of general application. In my judgment, it is a poor model from which to construct, without deep consideration, a new tort cause of action applicable to the universe of all at-will employment relationships in Wyoming.

The second Nevada case, D’Angelo v. Gardner, 107 Nev. 704, 819 P.2d 206 (1991), simply confirms Ponsock ’s holding and then holds that the facts presented by the terminated two-year employee Jones do not fit the Ponsock “special relationship/bad faith” mold. Accordingly, the Nevada court rejected Jones’ implied covenant tort claim. D’Angelo, at 215. So, D’Angelo offers nothing new.

From this analysis of the cases upon which the majority relies for the recognition of this new implied covenant tort claim, I must conclude that the discredited Cleary and the fact-specific obscure Ponsock are hardly strong support for the majority’s decision.

The majority opinion is less than candid when it states “[t]he application of the implied covenant of good faith and fair dealing to contracts of employment has not been universally accepted.” My research reveals that the acceptance of the implied covenant’s application has been quite limited. In rejecting consideration of the breach of the implied covenant as a tort in Iowa, the Iowa Supreme Court observed in the fall of 1989:

Only a small handful of states have adopted the doctrine. Although [the plaintiff] suggests we adopt the action as a tort, four of the five states that recognize the covenant treat it as a contract-based action. Hoffman-LaRoche, Inc. v. Campbell, 512 So.2d 725, 738 (Ala.1987) (contract); Foley v. Interactive Data Corp., 47 Cal.3d 654, 670, 254 Cal.Rptr. 211, 234-39, 765 P.2d 373, 389-96 (1988) (contract); Fortune v. National Cash Register Co., 373 Mass. 96, 102, 364 N.E.2d 1251, 1256 (1977) (contract); Gates v. Life of Montana Ins. Co., 196 Mont. 178, 638 P.2d 1063, 1067 (1982) (tort); Monge [v. Beebe Rubber Co., 114 N.H. 130, 131, 316 A.2d 549, 551 (1974)] (contract). New Hampshire, the leading state recognizing the covenant of good faith, has since limited the action to dismissals that are in violation of public policy. Howard v. Dorr Woolen Co., 120 N.H. 295, 297, 414 A2d 1273, 1274 (1980).

Fogel v. Trustees of Iowa College, 446 N.W.2d 451, 456-58 (Iowa 1989).

According to the Iowa court,

[t]he majority of jurisdictions that have addressed the covenant have unequivocally rejected it. See, e.g., Pamar v. Americana Hotels, Inc., 65 Haw. 370, 377, 652 P.2d 625, 629 (1982); Thompson v. St. Regis Paper Co., 102 Wash.2d 219, 227, 685 P.2d 1081, 1086 (1984); Brockmeyer v. Dun & Bradstreet, 113 Wis.2d 561, 569, 335 N.W.2d 834, 838 (1983); Butterfield v. Citibank of South Dakota, 437 N.W.2d [857] at 860 (S.D.1989); Morriss v. Coleman Co., Inc., 241 Kan. 501, 738 P.2d 841, 851 (1987); Sadler v. Basin Elec. Power Co-op, 409 N.W.2d 87, 89 (N.D.1987); Cockels v. Inter. Business Expositions, Inc., 159 Mich.App. 30, 36-37, 406 N.W.2d 465, 468 (1987); Hunt v. IBM Mid-America Employees Fed. Credit Union, 384 N.W.2d [853] at 858 (Minn.1986); Neighbors v. Kirksville College of Osteopathic Medicine, 694 S.W.2d 822, 824 (Mo.App.1985); Lar-rabee v. Penobscot Frozen Foods Inc., 486 A.2d 97, 100 (Me.1984).

Fogel, 446 N.W.2d at 457.

The following additional jurisdictions have rejected the covenant: Harrison v. Sears, Roebuck & Co., 189 Ill.App.3d 980, 137 Ill. Dec. 494, 546 N.E.2d 248, 256 (1989); Hos-tettler v. Pioneer Hi-Bred Int% Inc., 624 F.Supp. 169, 172 (S.D.Ind.1985); Suburban Hosp., Inc. v. Dwiggins, 324 Md. 294, 596 A.2d 1069 (1991); Melnick v. State Farm Mut. Auto Ins. Co., 106 N.M. 726, 749 P.2d 1105,1111 (1988); Amos v. Oakdale Knitting *233Co., 331 N.C. 348, 416 S.E.2d 166, 167 (1992); Elliot v. Tektronix, Inc., 102 Or.App. 388, 796 P.2d 361, 366 (1990); Randolph v. Dominion Bank, 826 S.W.2d 477, 480 (Tenn. App.1991); Fed. Express Corp. v. Dutsch-mann, 846 S.W.2d 282, 283-84 (Tex.1993); Brehany v. Nordstrom, 812 P.2d 49, 55 (Utah 1991); and Shell v. Metropolitan Life Ins. Co., 183 W.Va. 407, 396 S.E.2d 174, 181 (1990). Although Alaska recognizes the covenant, breach of it does not give rise to recovery of tort damages unless public policy is involved. ARCO Alaska, Inc. v. Akers, 753 P.2d 1150, 1154 (Alaska 1988).

Because the majority has, without analysis and thorough consideration, latched onto the “special relationship” concept first considered in Cleary in which that intermediate appellate court relied on insurance cases, and which concept was echoed by the Nevada court in Ponsock, I find it revealing to consider the convincing rejection of that concept by the California Supreme Court. Foley v. Interactive Data Corp., 47 Cal.3d 654, 254 Cal.Rptr. 211, 765 P.2d 373, 389-401 (1988). The California Supreme Court’s major criticism of the inferior court’s Cleary decision was that decision’s

uncritical incorporation of the insurance model into the employment context, without careful consideration of the fundamental policies underlying the development of tort and contract law in general or of significant differences between the insurer/insured and employer/employee relationships.

Foley, 254 Cal.Rptr. at 230, 765 P.2d at 393.

Having identified the chief flaw in Cleary, the California Supreme Court next considered “the bases upon which extension of the insurance model to the employment sphere has been urged.” Foley, 254 Cal.Rptr. at 232, 765 P.2d at 394. In this undertaking, the court reviewed scholarly commentary critical of the special relationship model. Foley, 254 Cal.Rptr. at 232-34, 765 P.2d at 394-95. From this review and from independent consideration of the similarities between insurance contracts and employment contracts, the court concluded:

We are not convinced that a “special relationship” analogous to that between insurer and insured should be deemed to exist in the usual employment relationship which would warrant recognition of a tort action for breach of the implied covenant.

Foley, 254 Cal.Rptr. at 233, 765 P.2d at 395. Explaining this conclusion, the court stated:

Even if we were to assume that the special relationship model is an appropriate one to follow in determining whether to expand tort recovery, a breach in the employment context does not place the employee in the same economic dilemma that an insured faces when an insurer in bad faith refuses to pay a claim or to accept a settlement offer within policy limits. When an insurer takes such actions, the insured cannot turn to the marketplace to find another insurance company willing to pay for the loss already incurred. The wrongfully terminated employee, on the other hand, can (and must, in order to mitigate damages [see Parker v. Twentieth Century-Fox Film Corp. (1970) 3 Cal.3d 176,181-182, 89 Cal.Rptr. 737, 474 P.2d 689]) make reasonable efforts to seek alternative employment. (See Mauk, supra, 21 Idaho L.Rev. 201, 208). Moreover, the role of the employer differs from that of the “quasi-public” insurance company with whom individuals contract specifically in order to obtain protection from potential specified economic harm. The employer does not similarly “sell” protection to its employees; it is not providing a public service. Nor do we find convincing the idea that the employee is necessarily seeking a different kind of financial security than those entering a typical commercial contract. If a small dealer contracts for goods from a large supplier, and those goods are vital to the small dealer’s business, breach by the supplier may have financial significance for individuals employed by the dealer or to the dealer himself. Permitting only contract damages in such a situation has ramifications no different from a similar limitation in the direct employer-employee relationship.
Finally, there is a fundamental difference between insurance and employment relationships. In the insurance relationship, the insurer’s and insured’s interest *234are financially at odds. If the insurer pays a claim, it diminishes its fiscal resources. The insured of course has paid for protection and expects to have its losses recompensed. When a claim is paid, money shifts from insurer to insured, or, if appropriate, to a third party claimant.
Putting aside already specifically barred improper motives for termination which may be based on both economic and non-economic considerations, as a general rule it is to the employer’s economic benefit to retain good employees. The interests of employer and employee are most frequently in alignment. If there is a job to be done, the employer must still pay some one to do it. This is not to say there may never be a “bad motive” for discharge not otherwise covered by law. Nevertheless, in terms of abstract employment relationships as contrasted with abstract insurance relationships, there is less inherent relevant tension between the interests of employers and employees than exists between that of insurers and insureds. Thus the need to place disincentives on an employer’s conduct in addition to those already imposed by law simply does not rise to the same level as that created by the conflicting interests at stake in the insurance context. Nor is this to say that the Legislature would have no basis for affording employees additional protections. It is, however, to say that the need to extend the special relationship model in the form of judicially created relief of the kind sought here is less compelling.
We therefore conclude that the employment relationship is not sufficiently similar to that of insurer and insured to warrant judicial extension of the proposed additional tort remedies in view of the countervailing concerns about economic policy and stability, the traditional separation of tort and contract law, and finally, the numerous protections against improper terminations already afforded employees.

Foley, 254 Cal.Rptr. at 233-35, 765 P.2d at 395-96 (footnote omitted).

For the remainder of its opinion, the Foley court explored the propriety of judicial, rather than legislative, expansion of remedies for employees improperly discharged. Foley, 254 Cal.Rptr. at 235-40, 765 P.2d at 397-401. In this regard, several factors joined to persuade the court that contractual, not tort, remedies “should remain the sole available relief for breaches of the implied covenant of good faith and fair dealing in the employment context” absent legislative action. Id., 254 Cal.Rptr. at 236, 765 P.2d at 398. Discussing these factors, the court said:

Initially, predictability of the consequences of actions related to employment contracts is important to commercial stability. In order to achieve such stability, it is also important that employers not be unduly deprived of discretion to dismiss an employee by the fear that doing so will give rise to potential tort recovery in every case.
Moreover, it would be difficult if not impossible to formulate a rule that would assure that only “deserving” cases give rise to tort relief. Professor Summers, in his seminal article, described the term “good faith” as used in the duty of good faith imposed in contract law and the Uniform Commercial Code, as an “excluder” phrase which is “without general meaning (or meanings) of its own and serves to exclude a wide range of heterogenous forms of bad faith. In a particular context the phrase takes on specific meaning, but usually this is only by way of contrast with the specific form of bad faith actually or hypothetically ruled out.” (Summers, “Good Faith” in General Contract Law and 'the Sales Provisions of the Uniform Commercial Code (1968) 54 Va.L.Rev. 195, 201, fn. omitted.) In a tort action based on an employee’s discharge, it is highly likely that each case would involve a dispute as to material facts regarding the subjective intentions of the employer. As- a result, these actions could rarely be disposed of at the demurrer or summary judgment stage.
[[Image here]]
Thus, recitation of the parameters of the implied covenant alone is unsatisfactory. If the covenant is implied in every contract, but its breach does not in every contract give rise to tort damages, attempts to define when tort damages are *235appropriate simply by interjecting a requirement of “bad faith” do nothing to limit the potential reach of tort remedies or to differentiate between those cases properly and traditionally compensable by contract damages and those in which tort damages should flow. Virtually any firing (indeed any breach of a contract term in any context) could provide the basis for a pleading alleging the discharge was in bad faith under the cited standards.
Finally, and of primary significance, we believe that focus on available contract remedies offers the most appropriate method of expanding available relief for wrongful terminations. The expansion of tort remedies in the employment context has potentially enormous consequences for the stability of the business community.
We are not unmindful of the legitimate concerns of employees who fear arbitrary and improper discharges that may have a devastating effect on their economic and social status. Nor are we unaware of or unsympathetic to claims that contract remedies for breaches of contract are insufficient because they do not fully compensate due to their failure to include attorney fees and their restrictions on foreseeable damages. These defects, however, exist generally in contract situations. As discussed above, the variety of possible courses to remedy the problem is well demonstrated in the literature and include increased contract damages, provision for award of attorney fees, establishment of arbitration or other speedier and less expensive dispute resolution, or the tort remedies (the scope of which is also subject to dispute) sought by plaintiff here.
The diversity of possible solutions demonstrates the confusion that occurs when we look outside the realm of contract law in attempting to fashion remedies for a breach of a contract provision. As noted, numerous legislative provisions .have imposed obligations on parties to contract which vindicate significant social policies extraneous to the contract itself. As Justice Kaus observed in his concurring and dissenting opinion in White v. Western Title Ins. Co. (1985) 40 Cal.3d 870, 901, 221 Cal.Rptr. 509, 710 P.2d 309, “our experience in Seaman’s [Seaman’s Direct Buying Serv., Inc. v. Standard Oil Co., 36 Cal.3d 752, 206 Cal.Rptr. 354, 686 P.2d 1158 (1984) ] surely tells us that there are real problems in applying the substitute remedy of a tort recovery — with or without punitive damages — outside the insurance area. In other words, I believe that under all the circumstances, the problem is one for the Legislature....”

Foley, 254 Cal.Rptr. at 236-40, 765 P.2d at 398-401 (footnotes omitted).

At the present time, the Foley analysis best captures my thinking on this subject — if we must today decide the point, which, as I have said earlier, I do not think we need do.

Finally, about the majority’s holding that sufficient evidence of the Chamber’s outrageous conduct exists, I respectfully disagree. Particularly with reference to the Chamber’s conduct following termination, I find it incongruous to hold that the Chamber’s aggressiveness as a competitor is outrageous conduct but does not constitute intentional interference with prospective business relations. Perhaps these two concepts can legally coexist, but I am not convinced at this point. As I understand the concept of outrageous conduct as explained in Leithead, the claim contains two requirements, viz., outrageous conduct and severe emotional distress. Leit-head, 721 P.2d at 1065-67. Outrageous conduct is “conduct which goes beyond all possible bounds of decency, is regarded as atrocious, and is utterly intolerable in a civilized community.” Leithead, at 1066. Severe emotional distress is “distress which is so severe that no reasonable [person] could be expected to endure it.” Id. From my reading of the record, the Chamber’s conduct was not “outrageous,” and Mr. Wilder’s distress was not “severe emotional distress” as the law defines those terms.