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Bill Kuhl v. Wells Fargo Bank

June 15, 2012

BILL KUHL, APPELLANT (PLAINTIFF),
v.
WELLS FARGO BANK, N.A., APPELLEE (DEFENDANT).



Appeal from the District Court of Sublette County The Honorable Marvin L. Tyler, Judge

The opinion of the court was delivered by: Burke, Justice.

Before KITE, C.J., and GOLDEN, HILL, VOIGT, and BURKE, JJ.

NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, Wyoming 82002, of any typographical or other formal errors so that correction may be made before final publication in the permanent volume.

[¶1] Bill Kuhl brought wrongful termination claims against his former employer, Wells Fargo Bank, N.A. The district court granted summary judgment against him and in favor of Wells Fargo, and Mr. Kuhl appeals that ruling. We will affirm.

ISSUES

[¶2] Mr. Kuhl raises these issues:

1. Did the district court err in granting summary judgment in favor of Wells Fargo on Mr. Kuhl's claim for breach of an express contract of employment?

2. Did the district court err in granting summary judgment in favor of Wells Fargo on Mr. Kuhl's claim for breach of an implied contract of employment?

3. Did the district court err in granting summary judgment in favor of Wells Fargo on Mr. Kuhl's claim for promissory estoppel?

4. Did the district court err in granting summary judgment in favor of Wells Fargo on Mr. Kuhl's claim for tortious breach of the implied covenant of good faith and fair dealing?

FACTS

[¶3] Mr. Kuhl became president of the First State Bank of Pinedale on June 1, 2007. That bank was owned by United Bancorporation of Wyoming, Inc., which also owned several other banks in Wyoming and Idaho. Later that year, Mr. Kuhl learned that Wells Fargo Bank, N.A., was planning to purchase several banks from United Bancorporation, including the First State Bank of Pinedale. The sale was scheduled to close on July 1, 2008.

[¶4] In March of 2008, Mr. Kuhl attended a meeting at which the sales agreement was presented for shareholder approval. From that agreement, he learned that the presidents of three other banks being purchased by Wells Fargo would be offered written two-year employment contracts with Wells Fargo. Mr. Kuhl was not on the list of bank presidents to be offered such a contract.

[¶5] In April of 2008, Wells Fargo's Human Resources Manager for Wyoming, Colorado, and Montana, Brad Nations, came to the First State Bank to deliver written employment offers to those employees Wells Fargo wanted to retain. Mr. Kuhl was among those, and at the end of the day, Mr. Nations provided him with a letter offering him employment with Wells Fargo. The letter was signed by Michael J. Matthews, "Regional President -- Wyoming." The first paragraph informed Mr. Kuhl that Wells Fargo was "committed to retaining key employees such as you through this transition." The letter also set forth a base salary, retention bonus payments after six months and one year employment, and other employment details. The third paragraph of the letter repeated that Wells Fargo was committed to retaining key employees such as yourself. To that end, I want to confirm that while there may be process changes as we move through the transition, you should expect it to generally be "business as usual." This means that you should continue to perform your job duties.

[¶6] On the second page of the letter, immediately below Mr. Matthews' signature line, text appeared inside a box setting forth "Conditions of Employment at Wells Fargo" (bold in original), beginning with this:

Employment with Wells Fargo has no specified term or length. Both a team member and Wells Fargo have the right to terminate a team member's employment at any time, with or without advance notice and with or without cause. This is called "employment at will" and no employee of Wells Fargo has the authority to alter this arrangement without the express authorization of a Wells Fargo officer at the level of executive vice president or higher.

Mr. Kuhl claims that this "employment at will" language seemed to conflict with other portions of the letter indicating that Wells Fargo wanted to retain him. He asked Mr. Nations about the "employment at will" language. The response is disputed, but Mr. Kuhl contends that Mr. Nations told him his employment could be terminated only if he did something illegal.

[¶7] After the meeting with Mr. Nations, but before the bank purchase was closed, Mr. Kuhl received a form entitled "Wells Fargo Acquisition Eligibility Form." It requested certain employment-related information from Mr. Kuhl, and provided additional information about Wells Fargo. Immediately above Mr. Kuhl's signature appeared this language: "This application does not constitute a contract of employment. Employment and compensation can be terminated with or without notice, and with or without cause, at any time." Mr. Kuhl signed the document on April 30, 2008.

[¶8] On this same date, Mr. Kuhl signed a "Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, Non-Solicitation, and Assignment of Inventions." This three-page form provided information on the listed topics, and included Mr. Kuhl's agreement not to solicit business from Wells Fargo customers for a period of one year following termination of employment. At the top of the third page was this section:

VI. Employment At Will

I understand that my employment with the Company is "at will" and nothing in this document changes, alters or modifies my "at will" status or my obligation to comply with all policies, procedures and rules of the Company, as they may be adopted or amended from time to time. My employment at will status may not be changed except in writing, signed by me and an executive officer of the Company.

(Bold in original.)

[¶9] Also on this date, Mr. Kuhl signed a "Team Member Acknowledgement." In it, he acknowledged that he had received or would be provided with a "Handbook for Wells Fargo Team Members." The Acknowledgement document also stated, "I understand that the policies it [the Handbook] contains do not constitute an express or implied contract of employment, and that employment is at will."

[¶10] In the Handbook Mr. Kuhl received, the first lines of the Introduction section provided as follows:

Your Handbook contains essential information about your job, your supervisor, your fellow team members and the Wells Fargo family of companies. We encourage you to read this book and keep it in a convenient place. It's meant as an outline of policies and procedures covering Wells Fargo and its subsidiaries -- it is not a contract of employee "rights," nor does it attempt to offer an answer for every situation. Employment at Wells Fargo is on an "at-will" basis (see the description on page 10).

(Italics and emphasis in original.) The referenced "description on page 10" was in Chapter 2, entitled "Employment & Hiring," and provided as follows:

This Handbook is not a contract of employment. Your employment with a Wells Fargo company has no specified term or length; both you and Wells Fargo have the right to terminate your employment at any time, with or without advance notice and with or without cause.

This is called "employment at will." Only an officer of Wells Fargo at the level of executive vice president or higher, authorized by the senior Human Resources Manager for your region or line of business, may alter your at-will status or enter into an agreement for employment for a specified period of time. Any modification to your at-will employment status must be confirmed in writing by an officer of Wells Fargo at the level of executive vice president or higher, authorized by the senior Human Resources Manager for your region or line of business.

(Italics in original.) The same two paragraphs were repeated in Chapter 4 of the Handbook, entitled "Performance & Problem Solving," which also included information on performance reviews, performance counseling, and corrective action. Identical language was also found in Chapter 9 of the Handbook, entitled "Leaving Wells Fargo," which provided information about terminating employment with Wells Fargo, "[w]hether the decision to terminate employment is yours or Wells Fargo's."

[¶11] In June of 2008, Mr. Kuhl received a letter from Wells Fargo saying it was "excited to have you join us as a team member." It advised him that his title would be "Community Bank President 2," and that his "Current salary remains the same." On the second page of this letter is text inside a box, nearly identical to the text in the letter previously delivered by Mr. Nations, repeating that employment with Wells Fargo was "employment at will."

[ΒΆ12] Wells Fargo's purchase of the banks was finalized on or about July 1, 2008, and Mr. Kuhl began working for Wells Fargo. The employment relationship between Mr. Kuhl and Wells Fargo deteriorated rapidly after the closing, however. The reasons are in dispute, but are not material at this summary judgment stage. Wells Fargo terminated Mr. Kuhl's employment on December 10, 2008. Mr. Kuhl brought a wrongful termination suit against Wells Fargo, alleging breach of an express contract of employment, breach of an implied contract of employment, promissory estoppel, and tortious breach of the implied covenant of good faith and fair dealing. After the parties engaged in discovery, Wells Fargo moved for ...


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