Masingill v. EMC Corp.

Summary

The Massachusetts Supreme Judicial Court reviewed claims arising from alleged oral promises concerning employment benefits, including a change-in-control “full chute,” made during negotiations between Joanne Masingill and Data General Corporation executives. The court held that reliance on prior oral representations contradicted by a fully negotiated and signed written employment agreement was unreasonable as a matter of law, and that the alleged representations supporting the jury’s verdict against Joel Schwartz were either too vague, unpleaded, or contradicted by the contract. The court affirmed the judgment in other respects, rejected the challenge to the jury instructions and denial of recusal, and ordered judgment notwithstanding the verdict for the defendants on the remaining misrepresentation claim.

Holdings

1. As a matter of law, a plaintiff cannot reasonably rely on prior oral representations that are specifically contradicted by provisions of a fully negotiated and voluntarily signed written contract addressing the same subject.
2. The trial judge correctly instructed the jury that reliance on oral assurances or promises flatly contradictory to specific written contract provisions could not be reasonable.
3. None of the alleged representations attributed to Schwartz could support the misrepresentation verdict: the promise to make Masingill whole and the promise of a six-month review were too vague or contradicted by the written contract; the alleged statement that Schwartz went to bat for her was not pleaded with particularity; and the alleged guaranteed-bonus statement was both unpleaded and contradicted by the written agreement.
4. The trial judge did not abuse his discretion by denying Masingill's motion for recusal.
5. The trial judge should have granted judgment notwithstanding the verdict for Schwartz and EMC because no alleged representation submitted to the jury could legally support the verdict.

Questions Presented

1. Whether the jury instructions correctly stated that reliance on prior oral representations specifically contradicted by a fully negotiated and voluntarily signed written contract is unreasonable as a matter of law.
2. Whether the trial judge abused his discretion by denying Masingill's motion for recusal based on the transfer of the case between trial sessions and contacts involving the Superior Court's Chief Justice and EMC's general counsel.
3. Whether any alleged representation by Schwartz that Masingill would be made whole, receive a six-month review, obtain a full chute, or receive a guaranteed bonus could support the jury's misrepresentation verdict.
4. Whether the defendants were entitled to judgment notwithstanding the verdict on the misrepresentation claim against Schwartz.

Disposition

reversed