Edwards v. Citibank ( 1980 )

Kupferman, J.,

dissents in part in a memorandum as follows: The order and judgment appealed from should be modified to deny summary judgment to the extent of granting plaintiff leave to replead solely on the breach of contract claim, and, as so modified, otherwise affirmed. Plaintiff-appellant Edwards was an employee of defendant-respondent Citibank from March 1, 1972 until his discharge on February 9, 1978. In November, 1974, Edwards was assigned to Citibank’s international staff and worked in the area of currency trading operations. In his capacity as assistant vice-president, he became familiar with various banking procedures and practices of defendant, which he later questioned through internal channels as improper and violative of existing laws. He claims he was wrongfully terminated by defendant on account of his efforts to correct or eliminate these alleged abuses. The parties agree that no permanent employment contract existed upon commencement of employment. At issue here is whether Edwards, whose employment contract was terminable at will, was entitled to the benefit of procedures set forth in various personnel handbooks and manuals, which modified this employment arrangement so that he could be terminated only for the specific reasons stated therein. These stated policies are issued unilaterally by Citibank and amended without consulting those affected. If these criteria are determined to constitute a binding obligation on defendant, plaintiff would be entitled to go forward with proof on a claim for breach of contract on the ground that defendant did not comply with its own restrictions on termination. While it is conceded that employment contracts not for a specific term are terminable at will (Parker v Borock, 5 NY2d 156), where an employer has voluntarily issued employment policies specifically governing the terms and conditions of employment, this additional factor can thereby create a mutuality of obligation which may be enforceable by both parties (cf. Parker v Borock, supra, at p 159; see Carter v Kaskakia Community Action Agency, 24 Ill App 3d 1056). This voluntary act of issuing these specific representations, upon which an employee may rely to his detriment, may also create a quasi-contractual duty so that the employer is equitably estopped from terminating employment except on the specifically stated grounds. (See Brown v American Council of Life Ins., 73 AD2d 533; Williams v Action for a Better Community, 51 AD2d 876, mot for lv to app den 39 NY2d 708.) Although plaintiff does allege a breach of, contract as one of his causes of action, his pleadings are complicated by inclusion of detailed allegations and background material concerning the alleged reason for defendant’s decision wrongfully to discharge him and somewhat deficient in fully pleading the elements of a binding employment contract or detrimental reliance on the employer’s representations. [100 Misc 2d 59.]