Summary
The North Carolina Court of Appeals affirmed summary judgment for United Carolina Bank in an employment-at-will dispute. The court held that North Carolina General Statutes § 55-34(d), corporate bylaws, an unilaterally promulgated employment manual, the plaintiff’s relocation for a promotion, and the annual election of officers did not establish a contractual employment term or otherwise remove the employment relationship from the at-will doctrine.
Topics
Practice areas
Questions Presented
- Whether the North Carolina Business Corporation Act required the bank's board of directors to remove Buffaloe before his employment could be terminated.
- Whether the bank's bylaws made the employment-at-will doctrine inapplicable or gave Buffaloe standing to compel compliance with them.
- Whether Buffaloe's move to another branch to obtain a promotion constituted additional consideration sufficient to remove his employment from the at-will doctrine.
- Whether the bank's unilaterally promulgated employment manual and alleged oral promises became part of Buffaloe's employment contract.
- Whether Buffaloe's election as a corporate officer for a one-year term established a contractual term of employment.
- Whether summary judgment for the bank was proper.
Holdings
- North Carolina General Statutes section 55-34(d) permitted, but did not require, the board of directors to remove an officer or agent; therefore, the statute did not take Buffaloe's employment outside the employment-at-will doctrine.
- The alleged similarity between the bank's bylaws and section 55-34(d) did not make the employment-at-will doctrine inapplicable, and Buffaloe alleged no facts demonstrating standing to compel performance of the bylaws.
- A unilaterally promulgated employment manual or policy does not become part of an employment contract unless expressly included in the contract; Buffaloe presented no evidence that the manual was incorporated into his contract.
- Moving from one branch of the same bank to another in order to obtain a promotion, without foregoing other employment opportunities, was not sufficient additional consideration to remove the employment from the employment-at-will doctrine.
- Buffaloe's election as a corporate officer for a one-year term did not establish a contractual one-year term of employment because the election timetable was not part of his bargained-for employment contract and was unilaterally adopted by the bank.
Key quotations
“Generally, where a contract of employment does not fix a definite term, it is terminable at the will of either party, with or without cause, except in those instances where the employee is protected from discharge by statute.” (366 S.E.2d at 920)
“The term "shall" indicates intent to make a provision mandatory while "may" is used when the intent is to make a provision permissive.” (366 S.E.2d at 920)
“It is well-settled law in North Carolina that unilaterally promulgated employment manuals or policies do not become part of the employment contract unless expressly included in it.” (366 S.E.2d at 920)
Factual background
Buffaloe had no written employment contract and testified that his employment term was indefinite. He moved from the bank's Charlotte branch to its Lumberton branch to obtain a promotion, allegedly relying on an employment manual and statements that he would be discharged only for illegal, immoral, or unethical conduct. He also claimed that his election as a corporate officer for a one-year term created a contractual employment duration. The bank's employment policy was unilaterally promulgated, and Buffaloe presented no evidence that it was incorporated into his employment contract.
Procedural history
Buffaloe alleged that United Carolina Bank wrongfully discharged him in violation of a North Carolina corporate statute, the bank's bylaws, employment-policy promises, and an alleged fixed one-year term. The trial court granted the bank summary judgment. The Court of Appeals affirmed.