[SOLVED] If the employer had required employees
[SOLVED] If the employer had required employees to sign a document indicating that they had read and understood the
requirements of the employment manual would that change the analysis in the case? Explain your reasoning.
"Unilateral Contract and At-Will Employment
Woolley v. Hoffmann-La Roche, Inc.
491 A.2d 1257 (N.J. 1985)
Wilntz, C. J.
Plaintiff, Richard Woolley, was hired by defendant, Hoffmann-La Roche, Inc., in October 1969, as an Engineering
Section Head in defendant’s Central Engineering Department at Nutley. There was no written employment
contract between plaintiff and defendant. Plaintiff began work in mid-November 1969. Sometime in December,
plaintiff received and read the personnel manual on which his claims are based.
[The company’s personnel manual had eight pages;] five of the eight pages are devoted to “termination.” In
addition to setting forth the purpose and policy of the termination section, it defines “the types of termination”
as “layoff,” “discharge due to performance,” “discharge, disciplinary,” “retirement” and “resignation.” As one
might expect, layoff is a termination caused by lack of work, retirement a termination caused by age,
resignation a termination on the initiative of the employee, and discharge due to performance and discharge,
disciplinary, are both terminations for cause. There is no category set forth for discharge without cause. The
termination section includes “Guidelines for discharge due to performance,” consisting of a fairly detailed
procedure to be used before an employee may be fired for cause. Preceding these definitions of the five
categories of termination is a section on “Policy,” the first sentence of which provides: “It is the policy of
Hoffmann-La Roche to retain to the extent consistent with company requirements, the services of all employees
who perform their duties efficiently and effectively.”
In 1976, plaintiff was promoted, and in January 1977 he was promoted again, this latter time to Group Leader
for the Civil Engineering, the Piping Design, the Plant Layout, and the Standards and Systems Sections. In March
1978, plaintiff was directed to write a report to his supervisors about piping problems in one of defendant’s
buildings in Nutley. This report was written and submitted to plaintiff’s immediate supervisor on April 5, 1978.
On May 3, 1978, stating that the General Manager of defendant’s Corporate Engineering Department had lost
confidence in him, plaintiff’s supervisors requested his resignation. Following this, by letter dated May 22, 1978,
plaintiff was formally asked for his resignation, to be effective July 15, 1978.
Plaintiff refused to resign. Two weeks later defendant again requested plaintiff’s resignation, and told him he
would be fired if he did not resign. Plaintiff again declined, and he was fired in July.
Plaintiff filed a complaint alleging breach of contract....The gist of plaintiff’s breach of contract claim is that the
express and implied promises in defendant’s employment manual created a contract under which he could not
be fired at will, but rather only for cause, and then only after the procedures outlined in the manual were
followed. Plaintiff contends that he was not dismissed for good cause, and that his firing was a breach of
Defendant’s motion for summary judgment was granted by the trial court, which held that the employment
manual was not contractually binding on defendant, thus allowing defendant to terminate plaintiff’s
employment at will. The Appellate Division affirmed. We granted certification.
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The employer’s contention here is that the distribution of the manual was simply an expression of the
company’s “philosophy” and therefore free of any possible contractual consequences. The former employee
claims it could reasonably be read as an explicit statement of company policies intended to be followed by the
company in the same manner as if they were expressed in an agreement signed by both employer and
This Court has long recognized the capacity of the common law to develop and adapt to current needs....The
interests of employees, employers, and the public lead to the conclusion that the common law of New Jersey
should limit the right of an employer to fire an employee at will.
In order for an offer in the form of a promise to become enforceable, it must be accepted. Acceptance will
depend on what the promisor bargained for: he may have bargained for a return promise that, if given, would
result in a bilateral contract, both promises becoming enforceable. Or he may have bargained for some action or
nonaction that, if given or withheld, would render his promise enforceable as a unilateral contract. In most of
the cases involving an employer’s personnel policy manual, the document is prepared without any negotiations
and is voluntarily distributed to the workforce by the employer. It seeks no return promise from the employees.
It is reasonable to interpret it as seeking continued work from the employees, who, in most cases, are free to
quit since they are almost always employees at will, not simply in the sense that the employer can fire them
without cause, but in the sense that they can quit without breaching any obligation. Thus analyzed, the manual
is an offer that seeks the formation of a unilateral contract—the employees’ bargained-for action needed to
make the offer binding being their continued work when they have no obligation to continue.
The unilateral contract analysis is perfectly adequate for that employee who was aware of the manual and who
continued to work intending that continuation to be the action in exchange for the employer’s promise; it is
even more helpful in support of that conclusion if, but for the employer’s policy manual, the employee would
have quit. See generally M. Petit, “Modern Unilateral Contracts,” 63 Boston Univ. Law Rev. 551 (1983) (judicial
use of unilateral contract analysis in employment cases is widespread).
...All that this opinion requires of an employer is that it be fair. It would be unfair to allow an employer to
distribute a policy manual that makes the workforce believe that certain promises have been made and then to
allow the employer to renege on those promises. What is sought here is basic honesty: if the employer, for
whatever reason, does not want the manual to be capable of being construed by the court as a binding contract,
there are simple ways to attain that goal. All that need be done is the inclusion in a very prominent position of
an appropriate statement that there is no promise of any kind by the employer contained in the manual; that
regardless of what the manual says or provides, the employer promises nothing and remains free to change
wages and all other working conditions without having to consult anyone and without anyone’s agreement; and
that the employer continues to have the absolute power to fire anyone with or without good cause.