No. 90-250
IN THE SUPREME COURT OF THE STATE OF MONTANA
JAMES S. BUCK,
Plaintiff and Appellant,
-vs-
BILLINGS MONTANA CHEVROLET, INC.,
a Delaware corp.; FRONTIER CHEVROLET CO.,
a Montana corp.; FS ENTERPRISES, INC., a
South Dakota Corp.; FRANK STINSON; and
DENNIS MENHOLT ,
Defendants and Respondents.
APPEAL FROM: District Court of the Thirteenth Judicial District,
In and for the County of Yellowstone,
The Honorable Robert Holmstrom, Judge presiding.
COUNSEL OF RECORD:
For Appellant:
Kenneth D. Tolliver (argued); Wright, Tolliver &
Guthals, Billings, Montana
For Respondent:
Sidney R. Thomas, Martha Sheehy (argued); Moulton,
Bellingham, Longo & Mather, Billings, Montana
Peter T. Stanley, Bill McNamer (argued); McNamer
& Thompson, Billings, Montana
Rockwood Brown (argued); Anderson, Brown, Gerbase,
Cebull, Fulton, Harman & Ross, Billings, Montana
Submitted: March 21, 1991
Decided; May 16, 1991
Filed:
-2
Clerk
Justice R. C. McDonough delivered the Opinion of the Court.
I
plaintiff, James S. Buck, appeals from an order granting
summary judgment in favor of defendants Billings Montana Chevrolet,
Frontier Chevrolet, F.S. Enterprises, Inc., Frank Stinson and
Dennis Menholt. The District Court of the Thirteenth Judicial
District, Yellowstone County, held that the reasons asserted by
defendants for Buck's discharge constituted a legitimate business
reason under the Wrongful Discharge from Employment Act, Sections
39-2-701 et seq., MCA. It therefore granted summary judgment and
dismissed Buck's lawsuit. We affirm in part and reverse in part.
The issues presented for our review are:
1. Whether a new owner (controlling shareholder and new
officers) of a business may properly terminate a long term employee
who was general manager of the business before the control of the
new business was sold to the new owner;
2. Whether the District Court properly granted summary
judgment on the issue of fraud;
3. Whether an issue of fact exists as to the employee's
discharge violating written personnel policies of Billings Montana
Chevrolet;
4. Whether The District Court properly dismissed Frontier
Chevrolet, F.S. Enterprises, Frank Stinson and Dennis Menholt from
the lawsuit.
James Buck (Buck) was an employee, since 1973, of a
corporation which was named Frontier Chevrolet Company (Frontier
Chevrolet) and is now named Billings Montana Chevrolet, Inc., in
Billings, Montana. The controlling shareholder of Frontier
Chevrolet was Andy Anderson, who was Buck's father-in-law and
president of the company. By all accounts, Buck was a competent,
faithful employee who had risen through the ranks to become deneral
manager of the business. I
His expertise was recognized thro,ughout
the automobile industry. Mr. Buck was elected President of the
Billings Automobile Dealers Association, the only non-dealer to
~
ever hold the position and was preapproved by General Motors to be
a dealer. Apparently, Mr. Buck had dreams of purchasing the
dealership, but he did not have sufficient resources.
Frank Stinson is a controlling shareholder of FS Enterprises,
Inc., which owns and controls a number of automobile dealerships.
In 1986 he began looking for another automobile dealership on
behalf of F.S. Enterprises, and, as a result became interested in
purchasing the Frontier Chevrolet Company. Apparently, Mr. Stinson
through F.S. Enterprises had a tradition of buying dealerships and
having his long term loyal employees placed in a position of
management at the newly purchased business. These employees would
eventually purchase the dealership from F.S. Enterprises. This
arrangement was a method utilized by Stinson, through his
companies, to reward his faithful employees.
After several months of negotiations, a contract for the
purchase of the stock of Frontier Chevrolet was agreed to. During
these negotiations Andy Anderson died. However, Mr. Buck and his
wife continued to negotiate the purchase. The final contract
required the officers and directors of Frontier Chevrolet to
resign. The contract did not, however, require any employee to
resign. Although Mr. Buck was the general manager of the
dealership, he was not an officer or director.
Sale of the stock of Frontier Chevrolet was completed on
August 7, 1987. Consistent with Frank Stinson's and F.S.
Enterprise's policy of management, Frontier Chevrolet, acting
through its new officers, filled the position of executive manager
of the dealership with one of Stinson's long-term employees, Dennis
Menholt. The next day, Mr. Buck showed up for work and was told
that he was no longer general manager because Menholt would be
running the business, and it would not work out with both of them
there. After some negotiations, he was offered the position of
Fleet and Lease Manager, which he refused.
Mr. Buck's employment with his father-in-law's company was
without a contract or specified term.
I
Following F.S. Enterprises' purchase of the stock of Frontier
Chevrolet, and the change of officers, Jim Buck was terminated.
The defendants maintain that Buck was terminated in compliance with
a long standing policy of F.S. Enterprises and Frank Stinson, which
placed long term employees in charge of the new dealership. The
defendants also maintain that this arrangement would save money,
because the two positions formerly held by Buck and his father-
in-law, were consolidated into one position held by Dennis Menholt.
Buck has not brought forth any facts to contest these reasons.
He does, however, maintain that the first reason, which was the
primary justification for his discharge, is not adequate under
Montana's Wrongful Discharge from Employment Act. See 8 8 39-2-
701, MCA, et seq. According to pertinent parts of the Wrongful
Discharge Act, a discharge is only wrongful if the discharge was
not for good cause and the employee had completed the employer's
probationary period of employment. See § 39-2-904(2), MCA.
Buck was not a probationary employee. Therefore, in order to
establish a claim for wrongful discharge under 8 39-2-904(2), MCA,
he must prove that his termination was not for good cause. Good
cause is defined as:
... reasonable job related grounds for dismissal based
on a failure to satisfactorily perform job duties,
disruption of the employer's operation or other
legitimate business reason. Section 39-2-903(5).
All parties agree that there was no failure on Buck's part to
satisfactorily perform his job duties. Nor is there any allegation
that he disrupted the employer's operation. Instead the defendants
maintain that his dismissal was justified by "reasonable job
related grounds . . . based upon [a] legitimate business reason.''
We must therefore determine whether under these uncontested facts
F.S. Enterprise's policy (which became Frontier Chevrolet's policy)
to replace Buck with its own man constituted a legitimate business
reason under the Act.
A review of the legislative history of the Wrongful Discharge
from Employment Act is of little assistance. Initially good cause
was defined as a legitimate business reason. However, further
changes eliminated this term and defined good cause as:
reasonable job related grounds for dismissal based upon
5
a failure to satisfactorily perform job duties or
disruption of employment operations.
This wording appears to have been set forth to include some
specificity to misconduct charges for the protection of the
employee. However, this limited language had a major omission
because there was no allowance for discharge based upon legitimate
economic reasons such as lack of work or elimination of the job.
To remedy this situation, the term legitimate business reason was
added to the definition. It was thought that this term was broad
enough to cover all of the various kinds of termination of
employment. The term would advance the employee's interest in job
security by requiring the employer in fact have a legitimate reason
for discharge. At the same time, the employer's interest in
management discretion would be protected by allowing businesses to
make employment decisions for business reasons.
Perhaps because this term was added in an effort to broaden
the definition of good cause, the legislature has not provided any
concrete guidance to aid the judiciary in interpreting its meaning.
We have, therefore, thoroughly reviewed prior case law from this
jurisdiction, our sister jurisdictions, arbitration cases from the
National Labor Relations Board, and law from foreign jurisdictions
in an effort to arrive at a precise meaning of the term Illegitimate
business reason." This review has been of little assistance. All
attempts to more specifically define this term or like terms have
resulted in definitions that are as general as the term itself.
We are therefore forced to fill in the gap left by the legislature
and to define and apply the term in an equitable fashion that most
6
nearly effectuates the intent of the legislature.
A legitimate business reason is a reason that is neither
false, whimsical, arbitrary or capricious, and it must have some
logical relationship to the needs of the business. In applying
this definition, one must take into account the right of an
employer to exercise discretion over who it will employ and keep
in employment. Of equal importance to this right, however, is the
legitimate interests of the employee to secure employment.
We apply this definition to the issue presented by this case.
As stated earlier, Jim Buck was an exemplary employee who worked
in his father-in-law's business for almost fifteen years. During
that period of time he rose through the ranks to become general
manager of the dealership. While holding this position, Buck was
responsible for managing the business in his father-in-law's
absence.
In 1987, the business was sold to F.S. Enterprises. Frank
Stinson, controlling shareholder, had a long term policy which was
executed by F.S. Enterprises, of buying dealerships and placing
long term faithful employees in the position of manager. The
employee would then be given the chance to buy the business.
According to deposition testimony, Stinson preferred this
arrangement because he found the dealerships were run most
efficiently and competently when the manager had a vested financial
interest. In accordance with this system, Dennis Menholt was
placed in charge of Billings Montana Chevrolet.
In the past, we have noted that it is inappropriate for courts
to become involved in the day-to-day employment decisions of
business. See e.g. Hobbs v. Pacific Hide and Fur (1989), 236 Mont.
503, 771 P.2d 125. In cases such as this one, it is particularly
important that this philosophy is followed. F.S. Enterprises made
a large investment when it purchased the dealership from Buck's
father-in-law. Because he lived in Louisiana, Stinson, through
F.S. Enterprises and ultimately through the Frontier Chevrolet
Company, desired to place a long term employee, in whom he held
great trust, to manage that investment. As a matter of his policy,
and the corporate policy of the company he controlled, such an
arrangement was preferred because it allowed the placement of a
person who conceivably held the same business values and
philosophies as himself, in charge of the newly acquired business.
It also gave him an opportunity to reward long term employees.
It would be against common sense and rationality for this
Court to hold that such reasons or grounds do not constitute a
legitimate business reason and are not related to the job involved.
The net result of such a holding would be to force a new owner of
a business to retain someone who it did not know or perhaps even
trust to manage a large dollar investment.
In this case, Buck has not argued these reasons for replacing
him were false. Instead, he has steadfastly maintained that these
motivations were not justified by the Wrongful Discharge from
Employment Act. Because Buck has not come forward with any
evidence showing bad faith or falsehood, we hold summary judgment
was properly awarded.
We caution, however, that this holding is confined only to
those employees who occupy sensitive managerial or confidential
positions. An owner under these circumstances may not hold the
right to terminate employees who hold duties which do not require
the exercise of broad discretion. A company's interest in
protecting its investment and in running its business as it sees
fit is not as strong when applied to lower echelon employees, and
may therefore be outweighed by their interest in continued, secure
employment. See e.g. Pugh v. See's Candies Inc. (1981), 171
Cal.Rptr. 917, 928. Under the uncontested material facts of this
case, the company's decision to replace Jim Buck with Dennis
Menholt as executive manager of ~rontierChevrolet Company was for
legitimate business reasons. The decision was not false,
whimsical, arbitrary nor capricious and it had a logical
relationship to the needs of the business.
I1
Buck maintains in a conclusory fashion that the defendants
engaged in actual fraud at the time of his discharge by justifying
it with false reasons. He argues that he was initially told he was
terminated for economic reasons, because his former job of general
manager was eliminated. He further argues that later another
reason was given when the defendants stated Buck was discharged in
order to make room for Dennis Menholt. He argues the original
reasons were false and therefore constituted fraud. According to
his argument, this "fraud1'entitles him to recover punitive damages
under 5 39-2-905(2), MCA.
This section states:
The employee may recover punitive damages otherwise
allowed by law if it is established by clear and
convincing evidence that the employer engaged in actual
fraud or actual malice in the discharge of the employee
in violation of 39-2-904(1).
Section 39-2-904(1) states:
A discharge is wrongful only if . . . it was in violation
for the employee's refusal to violate public policy or
for reporting a violation of public policy.
Through a constrained interpretation of these provisions, Buck
argues that they should be read together to allow him to proceed
to the jury on the issue of punitive damages. Buck maintains that
the alleged false reasons given for his discharge constituted a
violation of public policy and are therefore actionable under 5 39-
2-905(2), MCA. We disagree.
Even if everything he says is true, this section does not
provide Buck with a legitimate claim. The clear language of these
provisions states that punitive damages are only allowed if an
employer engages in actual fraud or actual malice in discharging
an employee who reports or refuses to engage in violations of
public policy. There is no evidence Buck reported or refused
violate public policy and he is therefore precluded from obtaining
punitive damages under the Act. Summary judgment on this issue is
affirmed.
Section 39-2-904 (3) , MCA, states that a discharge is wrongful
if 'Ithe employer violated the express provisions of its own written
personnel policy." Buck maintains that his employment was governed
by provisions of a written company employment manual which assured
his continued employment if his job performance and economic
circumstances remained satisfactory. Because neither of these
conditions were present at the time of his discharge, Buck
maintains the employment policies were violated and that he has a
valid cause of action under § 39-2-904(3), MCA.
Defendants Billings Montana Chevrolet, Frank Stinson and
Dennis Menholt, argue this issue was not presented at the District
Court level and therefore should not be heard on appeal. Wyman v.
DuBray Land Realty (1988), 231 Mont. 294, 752 P.2d 196. However,
after reviewing the record, we note the issue was raised in
prejudgment motions and orders. We therefore hold there is
sufficient reference to this argument at the District Court level
to allow this Court to review its merits.
The employee handbook contained numerous references to a
policy on the part of the dealership to provide job security. In
particular, one section stated:
Our dealership is still growing. You are thus assured
of steady employment as long as you are producing for
us. We expect each of our employees to be maximum
producers, always doing their part in accomplishing our
business objectives.
Buck maintains that because there is no evidence he failed to
produce for the dealership and because it was not in financial
trouble, he was dismissed in violation of the terms of the employee
handbook. We note, however, that Dennis Menholt offered Buck a
position of fleet manager after the dealership changed hands.
Buck maintains that he did not accept this position because
he did not think it was a genuine offer and would actually result
in a later dismissal. He felt Menholt offered him this position
in an effort to appease him so that a lawsuit could be avoided.
If these facts are true, it is possible Buck may have a cause of
action under !j 39-2-904(3), MCA.
The issue was not specifically addressed in the order granting
summary judgment . However, because the case was completely
dismissed, we reverse the grant of summary judgment as it applied
to this issue and remand for further proceedings to determine the
effect of language of the handbook and then whether the offer was
made in good faith.
IV
In order to fully understand the final issue of this appeal,
it is necessary to fully comprehend the relationships between the
different defendants. The original corporation which was owned by
Buck's father-in-law was named Frontier Chevrolet Company
(Frontier-Delaware). It was a Delaware corporation and its stock
was sold to F.S. Enterprises, which is controlled and operated by
Frank Stinson, on August 7, 1987. On August 8, 1987, Frontier-
Delaware terminated James Buck.
In December of 1987, Frontier-Delaware changed its name to
Billings Montana Chevrolet, Inc., a Delaware corporation. Later
in this same month, the duties and assets of Billings Montana
Chevrolet were split between itself and a new corporation
(Frontier-Montana). Frontier-Montana performed the operating
functions of the dealership. Billings Montana Chevrolet, on the
other hand, retained the majority of all inventory, property and
assets. It is also the principal shareholder of Frontier-Montana.
This corporate scheme developed so that Dennis Menholt could
become an approved dealer under GM guidelines. Apparently, before
one can become a dealer, one must retain a certain percentage of
ownership in the dealership. By splitting the assets of Billings
Montana Chevrolet, Dennis Menholt was able to afford the costs of
purchasing the required interest in the operating dealership.
The District Court dismissed Frontier-Montana, Frank Stinson
and Dennis Menholt from the lawsuit by order of summary judgment
on February 6, 1990. F.S. Enterprises had previously been
dismissed through stipulation of the parties. On March 1, 1990,
Billings Montana Chevrolet (formerly Frontier-Delaware) was granted
summary judgment on the grounds that Buck's dismissal was justified
by a legitimate business reason. Buck has contested the dismissal
of Frank Stinson, Dennis Menholt, Frontier-Montana and F.S.
Enterprises, Inc. on appeal. In this portion of the opinion we
address the propriety of the dismissal by the District Court of
these four defendants.
Buck maintains that the District Court improperly dismissed
Frontier-Montana. He argues that Frontier-Montana is a mere
successor corporation to Billings Montana Chevrolet, and as such
is liable for any obligations owed by Billings Montana Chevrolet,
which arose before the split of assets. A successor corporation
can be liable for the debts of its predecessor, if it is merely a
continuation or reincarnation of the first corporation. 19
Am.Jur.2d Corporations 3 2711. Generally, however, before a
corporation can be deemed a successor, certain showings must be
made. For example, it is generally required that the plaintiff
establish that insufficient consideration ran from the new company
to the old and that only one corporation existed at the completion
of the transfer. 19 Am.Jur.2d Corporations 3 2711.
The facts here do not support the conclusion that Frontier
Montana is a successor corporation to Billings Montana Chevrolet.
According to the record Billings Montana Chevrolet sold some assets
to Frontier-Montana. However, Billings Montana Chevrolet has
actively remained in business and holds equipment and real property
received from the sale of Frontier-Delaware. There is no evidence
that there was fraud in the sale of the corporate assets from
Billings Montana Chevrolet to Frontier Montana or lack of
consideration that would justify a finding that it was a successor
corporation. The District Court properly dismissed Frontier
Montana from the lawsuit.
Buck next argues that it was inconsistent for the lower court
to dismiss Stinson and Menholt from the lawsuit and at the same
time take their interests into consideration in determining that
he was dismissed for a legitimate business reason. This argument
suffers from several inherent weaknesses. First, a corporation,
in and of itself, being an inanimate object, is incapable of
formulating its own interests and policies. Rather its interests
are formulated by the officers, directors and employees who carry
out corporate business. With limited exceptions, these persons are
generally immune from lawsuits arising out of corporate affairs.
Second, the Wrongful Discharge from Employment Act provides
the exclusive remedy for wrongful termination. Meech v. Hillhaven
West, Inc. (1989), 238 Mont 21, 776 P.2d 488. All remedies
provided by the Act run against the employer. The Act does not
envision lawsuits against corporate employees, officers or
shareholders. In this case there is no question that Buck's
employer was Billings Montana Chevrolet. It was not the employees
or shareholders of that corporation. Therefore, as mere
shareholders or officers of Billings Montana Chevrolet, Stinson and
Menholt were properly dismissed from the lawsuit.
Despite the fact that he agreed to dismissal in the record at
the District Court level, Buck now attempts to argue that F.S.
Enterprises was improperly dismissed. His argument on this issue
closely parallels that set forth above relative to Stinson and
Menholt . However, we need not consider the merits of this
contention because Buck's appeal of this issue is barred by his
acquiescence to the dismissal of F.S. Enterprises in the District
Court.
Counsel for F.S. Enterprises, however, has moved this Court
to award sanctions against Buck to reimburse it for costs and
attorney fees associated with the appeal. Given the fact that in
the record Buck previously conceded the propriety of the dismissal
which was then granted by the District Court, we hold that the
motion is well taken. Upon remand the District Court shall
determine the costs and attorney fees associated with this appeal
and award F.S. Enterprises appropriate reimbursement. See e.g.
Rookhuizen v. Blains Mobile Home Court (1989), 236 Mont. 7, 767
P.2d 1331.
Conclusion
This case is reversed and remanded for further proceedings in
accordance with this opinion concerning the issue of Buck's
dismissal in contravention of the written personnel manual of
Billings Montana Chevrolet. Summary judgment dismissing Frontier
Chevrolet Company, a Montana Corporation, Frank Stinson and Dennis
Menholt is affirmed. The appeal of F.S. Enterprises' dismissal is
dismissed and upon remand appropriate attorney fees and costs shall
be assessed against Buck and his attorneys.
/
Justices
Honorable Diane G. Barz did not participate in this decision.
Justice Terry N. Trieweiler concurs in part and dissents in
part.
I concur with those parts of the majority opinion which affirm
summary judgment for the defendants on the issue of fraud; affirm
the dismissal of defendants, other than Billings Montana Chevrolet,
Inc.; and remand this case to the District Court for further
consideration of plaintiff's claim that he was discharged in
violation of the employer's written personnel policies.
I dissent from that part of the majority opinion which holds
that as a matter of law plaintiff's employer has Itreasonable job
related grounds for dismissal based upon .. . legitimate business
reasons.
The constitutionality of the Wrongful Discharge From
Employment Act was challenged in this Court in Meech v. Hillhaven
West, Inc., 238 Mont. 21, 776 P.2d 488 (1989). In that case, an
employee contended that the Act violated the Equal Protection
Clauses of the Montana and Federal Constitutions by discriminating
against a class of claimants without a rational basis, and that the
Act violated prior case law by abrogating causes of action without
providing a reasonable substitute.
In upholding the constitutionality of the Act, and in finding
that adequate substitutes were provided for those rights that were
lost, this Court concluded that even though damages were limited
by the Act, greater job security was provided to employees by the
ltgood cause1' requirement that now exists under the Act for
17
termination of an employee. In balancing the rights of employers
and employees to determine whether there was a rational basis for
the Act, this Court concluded that the "good cause" protection of
the Act was a significant factor. We stated:
Under the Act, employers benefit because their potential
liability is made more certain. Meanwhile, employees1
control over the manner in which they are discharged
remains, in part, as a result of the Act's I1good
employees' causeI1 requirement. The Act, in making this
trade, is in no sense irrational. Therefore,
classifications in the Act satisfy the requirements of
the rational basis test.
Meech, 776 P . 2 d at 505.
With its decision in this case, the majority now begins the
erosion of that same I1goodcausef1
requirement which was previously
found to be the quid pro quo for rights which have been taken away
from employees under the Act.
Good cause, as it pertains to this case, is defined in 5 39-
2-903 (5), MCA, as ll. . . reasonable job-related grounds for
dismissal based on . . . legitimate business reason. It is
l1 not
sufficient that a termination of employment be for a "legitimate
business reasont1unless that reason is reasonably related to the
job that the employee performs.
If Illegitimate business reasonf1 and of itself is sufficient
by
to establish good cause, then the good cause requirement in the
Wrongful Termination Act has been rendered meaningless and
employees in the State of Montana receive nothing in return for the
rights they gave up under the Wrongful Discharge From Employment
Act, 5 39-2-901, & seq., MCA.
The majority discusses the business interests of Frank Stinson
at length, but fails to establish that the plaintiff's replacement
as general manager of Billings Montana Chevrolet, Inc., was in any
way job related.
The plaintiff was hired by the Billings auto dealership in
1973 as a salesman. He advanced through the ranks of employment
and eventually served as the new truck manager, the new car sales
manager, and general manager. He was general manager for nine
years prior to his discharge. During that time the dealership
operated successfully and profitably.
As pointed out by the majority, he was the only nondealer ever
elected president of the Billings Automobile Dealers Association.
He frequently ran the dealership during the absence of its owner.
There was no evidence in this record to indicate that
plaintiff's replacement as general manager of the auto dealership
was in any way related to his performance of that job.
Furthermore, there was no indication in this record that it
was the employer's "legitimate business reasonn for which the
plaintiff was terminated. Plaintiff's employer was Billings
Montana Chevrolet, Inc. It apparently operated successfully under
plaintiff's management.
James Buck was terminated because of the business interests
of Frank Stinson.
19
Mr. Stinson and his corporation, F.S. Enterprises, Inc., owned
and operated a number of auto dealerships around the country. The
person with whom he replaced the plaintiff was a successful sales
manager of one of his other dealerships in South Dakota, and
consistent with his business practice in those other dealerships,
he promised that person an opportunity to take over operation and
eventually acquire ownership of the next dealership he purchased.
The decision by Stinson to make Dennis Menholt the general manager
of his next dealership was made before he ever looked at Frontier
Chevrolet, and before he ever met James S. Buck. It was made prior
to the time that he and the corporation that he owned purchased the
shares of the Billings dealership. Therefore, it had nothing to
do with legitimate business reasons of the company which employed
the plaintiff.
It is logically inconsistent to dismiss Frank Stinson and the
corporation which purchased the shares of Billings Montana
Chevrolet, Inc., because they were not technically the plaintiff's
employer, but then to consider Frank Stinson's business interests
as justification for termination of the plaintiff.
Under the undisputed facts, and based on the laws set forth
in the Act, a strong argument could be made that plaintiff was
entitled to summary judgment because the undisputed facts
established that plaintiff was not terminated by Stinson for any
job related reason, or for any legitimate business reason of the
company for which he worked. However, the plaintiff was at least
20
entitled to a jury trial to determine whether under these facts,
and according to the statutory definition of "good cause1Iplaintiff
was properly terminated.
The majority opinion proceeds from the premise that the role
of courts is to protect people from juries. I believe, on the
contrary, that juries exist, and are provided for in both the
federal and state constitutions, to protect people from a r b i t r a r y
decisions of courts.
For that reason, I would remand this case to the District
Court for a jury trial to determine whether plaintiff was
terminated from his employment for "good causeI1 and I dissent from
the majority opinion which grants summary judgment to the defendant
on that issue.
I concur in the foregoing concurrence and dissent of Justice
Trieweiler.