Gary L. Hall v. The Kansas Farm Bureau and Kansas Farm Bureau Services, Inc., 274 Kan. 263

Summary

The Supreme Court of Kansas reviewed Gary Hall’s claims arising from his removal as president of Kansas Farm Bureau and Kansas Farm Bureau Services, including alleged violations of the Kansas Cooperative Marketing Act, retaliatory discharge, breach of implied contract, and defamation. The court held that Hall’s removal as president of Kansas Farm Bureau violated the statutory removal procedure, but that this did not entitle him to monetary damages. It affirmed summary judgment for the defendants on the retaliatory discharge, implied-contract, and defamation claims.

Holdings

1. The KCMA charge-and-petition procedure is inconsistent with the general corporation code's board-removal provision, so the general corporation code cannot be used to authorize an alternative board vote under K.S.A. 17-1628. Farm Bureau therefore wrongfully terminated Hall as its president. Because Hall received no compensation from Farm Bureau for serving as president or director, that conclusion did not entitle him to monetary recovery or require reversal of the summary judgment disposition.
2. The district court properly rejected Hall's retaliatory-discharge claim. Kansas recognized public-policy exceptions for retaliatory discharge involving workers' compensation claims and whistleblowing, but Hall asserted neither, and his alleged retaliation for legislative and policy actions taken in the defendants' corporate interests did not implicate a recognized public policy.
3. Hall did not establish an implied two-year employment contract with Farm Bureau Services, and summary judgment was proper on that claim.
4. Summary judgment was proper on Hall's defamation claim because he presented no evidence that the inaccurate dollar figure, rather than the accurate core message that he owed thousands of dollars in unreimbursed expenses, caused harm to his reputation.
5. The defendants had no legally recognized duty to instruct Hall, an established employee, on how to maintain his employment or on the standards by which he would be judged; summary judgment was therefore proper on the negligence claim.

Questions Presented

1. Whether the Kansas Cooperative Marketing Act's charge-and-petition procedure was the exclusive method for removing a Farm Bureau officer.
2. Whether Hall's removal as president and paid employee of Farm Bureau Services constituted retaliatory discharge under Kansas public-policy law.
3. Whether the circumstances created an implied two-year employment contract.
4. Whether the general counsel's inaccurate statement about Hall's unreimbursed expenses supported a defamation claim.
5. Whether the defendants owed Hall a negligence-based duty to instruct him regarding acceptable conduct or employment standards.

Disposition

affirmed