Kern v. Palmer College of Chiropractic

CADY, Justice

(special concurrence).

I concur in the result reached by the majority because I agree a jury question is presented in this wrongful termination lawsuit to warrant a trial. I disagree, however, with the minority rule adopted by the majority to govern the resolution of the trial.

I believe the majority incorrectly adopted the Toussaint rule by failing to engage in a proper construction of the employment contract. The majority does not consider the intent of the parties as evidenced by the context surrounding the contract, but, instead, essentially decides the legal effect of the contract as a matter of policy. As a result, the majority misconstrues the jury question engendered by the contract entered into by the parties. The approach taken by the majority will allow the jury in wrongful-termination lawsuits involving specific or good-cause employment contracts to revisit an employer’s decision to terminate the employee and to make that decision anew based on the jury’s own assessment of the surrounding facts and circumstances. I believe this approach risks ignoring the intent of employers and employees, unduly interferes with the decision-making that takes place within the broader environment of the management of a business, and will ultimately drive specific-cause or good-cause termination provisions from employee handbooks and cause employers to return to the world of at-will employment. The approach taken by the majority is a turn in the wrong direction for employees and employers and, in particular, strips employers of an aspect of discretion essential to the operation of a business.

A brief review of the claim is necessary to clearly identify the important issue at stake in this case. The college provided its faculty with a handbook that identified the grounds for termination of employment, including “willful failure to perform [assigned] duties” or “willful performance of duty below accepted standards.” Kern was discharged by his employer under these grounds and brought a wrongful-termination action based on breach of contract. This lawsuit presented the issue of whether Kern’s performance qualifies as grounds for termination as described in the handbook. Kern claimed the conduct relied upon by the college to terminate him did not amount to the grounds for termination identified in the handbook. The college, on the other hand, claimed it was reasonably justified in determining the specified grounds for termination exist. In concluding the lawsuit presented a jury question, the majority has determined the jury should decide at trial if the grounds for termination exist.

Unlike the majority, I would not conclude the jury should decide at trial if Kern’s conduct, as shown by the evidence presented by the parties at trial, consti*666tutes the grounds for termination. I believe the jury should decide the facts of the case, but the question of fact it should decide is whether the employer was reasonable in deciding the employee’s conduct amounted to the grounds of termination. This important distinction is necessary to effectuate the intent of employers and employees. I find it inconceivable that any reasonable employee or employer would expect a jury to decide the ultimate fact of whether cause existed, independent of the judgment and authority first exercised by the employer.

Ultimately, the question of whether the employer contracted away the authority to decide when cause exists to another arbiter must be derived from our construction of the contract at issue. Of course, the language of the handbook does not provide any specific guidance. Nevertheless, in construing contracts, we seek to carry out the intent of the parties. Iowa R.App. P. 6.14(n) (“In the construction of written contracts, the cardinal principle is that the intent of the parties must control; and except in cases of ambiguity, this is determined by what the contract itself says.”).

In considering what the parties to this employment relationship intended, it is important to recognize that the specific-termination clause clearly required the employer to the make the decision, along with myriad other business decisions employers must make from day to day. There is no indication the parties believed the employer would make the specific-cause decision under standards different from the hundreds of other decisions made by an employer in the course of operating the business.

Additionally, the dramatic difference between the two standards at issue supports an intention that a reasonable-employer standard be used. Business decisions— such as the decision to hire or fire an employee—are made in the real world. Towson Univ. v. Conte, 384 Md. 68, 862 A.2d 941, 953 (2004). As such, these decisions commonly rely on hearsay, past conduct, personal credibility, “and other facts the judicial process ignores.” Id. By giving the jury the task of deciding whether specific cause exists in this case, the Tous-saint rule effectively forecloses employers from relying on these common sources. Nothing about the decision to enter into a specific-cause employment contract suggests the parties intended the employer would be required to make the decision without these common sources of information. By adopting the Toussaint standard, the majority has effectively concluded that is exactly what the parties intended. See Waters v. Churchill, 511 U.S. 661, 667, 114 S.Ct. 1878, 1889, 128 L.Ed.2d 686, 700 (1994) (choosing the majority standard in a wrongful-termination case with First Amendment implications).

The majority relies on the parties’ definition of “good cause” in the employment agreement — establishing a standard a judicial fact finder can reference to determine whether good cause existed — to conclude we should adopt the Toussaint standard in order to appropriately “balance” the parties’ interests. This argument ignores the reality that a definition of good cause and who decides whether good cause exists, as defined, are distinct questions. Additionally, when the issue is viewed as one of contract construction instead of as a question of policy, it is clear the parties’ definition of good cause militates against application of the Toussaint standard here. Where good cause is defined in the employment contract, the employee is protected against the caprice of the employer by that definiteness. It simply does not follow that, where the contract gives greater protection to the employee in the first instance, the parties also intended the em*667ployee receive the additional protection of allowing the jury to decide anew whether good cause existed.

I otherwise concur with the majority’s disposition of the claims against the individual defendants.

WIGGINS, Justice (special concurrence).

I join in the majority opinion and concur with the views expressed by Justice Appel in his special concurrence.