David Bridges v. Alcon Laboratories, Inc.

COURT OF APPEALS
SECOND DISTRICT OF TEXAS
FORT WORTH
NO. 02-10-00219-CV
DAVID BRIDGES APPELLANT
V.
ALCON LABORATORIES, INC. APPELLEE
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FROM THE 67TH DISTRICT COURT OF TARRANT COUNTY
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MEMORANDUM OPINION1
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Appellant David Bridges appeals the trial court’s order granting summary
judgment in favor of Alcon Laboratories, Inc. (Alcon). We will affirm the trial
court’s judgment.
Background Facts
Bridges was a project supervisor with Alcon for almost twenty-eight years
until, along with many other employees, he was laid off in a mass force reduction
1
See Tex. R. App. P. 47.4.
on February 11, 2009. On the day of the layoffs, Bridges was called into a
meeting where he was presented with two documents: one entitled “Separation
Agreement” and one entitled “General Release.” The Separation Agreement
provided that Bridges would receive certain benefits until April 15, 2009, and
other additional benefits if he agreed to sign the General Release. Bridges
signed the Separation Agreement and was given forty-five days to consider and
sign the General Release. After the meeting, Bridges turned in his ID badge and
parking pass in accordance with the Separation Agreement and was escorted
from the premises.
On February 14, 2009, a Saturday, Bridges and his wife stopped by Alcon
on their way home from a birthday party to look for a jacket and prescription
sunglasses that Bridges had left. Bridges’s wife was still employed by Alcon on
that date, as she had been for fourteen years. They used the wife’s ID badge to
enter the building. While there, Bridges took from his former locker a tool bag
containing various tools which he believed belonged to him. Three days later, on
February 17, 2009, Bridges signed and returned the General Release.
On February 26, 2009, Alcon discovered the missing tools and security
camera footage revealed that Bridges had taken them. The company contacted
Bridges, who returned the tools. Alcon then decided to terminate Bridges’s
employment for violating various terms of Alcon’s employment policies, including
“removing or misappropriating property . . . from the premises or from one area to
another without authorization;” “removing company property . . . from the
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premises (physically or electronically) without authorization;” “entering company
premises in any way without proper authorization;” and “bringing guests, family
members, vendors and former employees to the work area.” Based on these
violations of company policies, Alcon refused to provide the benefits outlined in
the General Release.
Bridges filed suit for breach of contract. Alcon moved for summary
judgment on the grounds that Bridges violated terms of the Separation
Agreement, which is part of the same unified contract as the General Release.
Because he breached the contract, Alcon argued, Bridges was not entitled to
enforce it. The trial court granted Alcon’s motion for summary judgment, and this
appeal followed.
Standard of Review
We review a summary judgment de novo. Travelers Ins. Co. v. Joachim,
315 S.W.3d 860, 862 (Tex. 2010). We consider the evidence presented in the
light most favorable to the nonmovant, crediting evidence favorable to the
nonmovant if reasonable jurors could, and disregarding evidence contrary to the
nonmovant unless reasonable jurors could not. Mann Frankfort Stein & Lipp
Advisors, Inc. v. Fielding, 289 S.W.3d 844, 848 (Tex. 2009). We indulge every
reasonable inference and resolve any doubts in the nonmovant’s favor. 20801,
Inc. v. Parker, 249 S.W.3d 392, 399 (Tex. 2008). A defendant who conclusively
negates at least one essential element of a cause of action is entitled to
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summary judgment on that claim. Frost Nat’l Bank v. Fernandez, 315 S.W.3d
494, 508 (Tex. 2010); see Tex. R. Civ. P. 166a(b), (c).
Discussion
A. The Separation Agreement and General Release are one, indivisible
contract.
In his first issue, Bridges argues that the Separation Agreement and the
General Release are two separate contracts. He further argues that because
they are separate agreements, a failure to perform, pursuant to the Separation
Agreement, does not impede his right to enforce the General Release as a
separate contract. Although he signed the Separation Agreement, he contends
that it is “simply an informal piece of paper” and that the General Release is the
only document which contains the terms of his layoff benefits.
The Separation Agreement is more than an informal piece of paper. It
provides detailed information on the various benefits Bridges would receive
during his time on “layoff status,” including the additional benefits he would
receive if he agreed to release Alcon from liability for any claims he may have
had against it. In regards to those additional benefits, the Separation Agreement
states,
In addition to the benefits outlined above, Alcon is willing to provide
the additional benefits set forth below, if you sign, date and return
the attached General Release to Alcon . . . by March 28, 2009 (or
within 45 days of receipt of this Agreement), and do not revoke it
within seven (7) days following your signing. The benefits outlined
below will be provided after your separation date but not earlier than
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the 8th day following your return of the executed General Release.
[Emphasis added.]
The Separation Agreement then devotes four paragraphs to detailing the benefits
that Bridges would receive if he signed the General Release. In comparison, the
General Release lists the same benefits in only one sentence.
The Separation Agreement refers to the General Release three times;
twice referring to it as being attached to the Separation Agreement. Both
documents were given to Bridges at the same time, and both pertain to the layoff.
It is well established that
[I]nstruments pertaining to the same transaction may be read
together to ascertain the parties’ intent, even if the parties executed
the instruments at different times and the instruments do not
expressly refer to each other, and that a court may determine, as a
matter of law, that multiple documents comprise a written contract. In
appropriate instances, courts may construe all the documents as if
they were part of a single, unified instrument.
Fort Worth Indep. Sch. Dist. v. City of Fort Worth, 22 S.W.3d 831, 840 (Tex.
2000). We hold that the Separation Agreement and General Release are
together a single, unified contract. See id.; AutoNation USA Corp. v. Leroy, 105
S.W.3d 190, 198 n.2 (Tex. App.—Houston [14th Dist.] 2003, orig. proceeding)
(applying an arbitration clause found in a purchase agreement to complaints
about a “retail installment contract” because both documents relate to the same
transaction and both were signed at the time the customer made the purchase);
In re BP Am. Prod. Co., 97 S.W.3d 366, 369 (Tex. App.—Houston [14th Dist.]
2003, no pet.) (construing a closing agreement and purchase and sale
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agreement (PSA) as one contract because the closing agreement “was
necessary to the PSA and has no apparent purpose other than to facilitate the
transaction set forth in the PSA”). Thus, a breach of the Separation Agreement
is a breach of the unified contract which includes the General Release. See
Dorsett v. Cross, 106 S.W.3d 213, 221 (Tex. App.—Houston [1st Dist.] 2003, pet.
denied) (holding that appellant defaulted on a promissory note by failing to fulfill
the terms of a stock sales agreement because the note “expressly states that it is
executed pursuant to the parties’ Stock Sale Agreement”). We overrule
Bridges’s first issue.
B. Bridges violated company policies, and therefore, the Separation
Agreement.
In his second issue, Bridges argues that a violation of company policies is
not a breach of the Separation Agreement. He asserts that the only prohibitions
in the agreement which would constitute a breach are those listed in the
“Acknowledgment section” of the agreement. In his third issue, Bridges argues
that there is a fact question as to whether he actually violated company policies.
The second paragraph of the Separation Agreement states,
Your official separation from the Company will take place on
February 11, 2009.2 Alcon will provide you with compensation and
benefits through April 15, 2009. The Company will provide other
compensation and benefits as described below in exchange for
2
Below that paragraph is a bullet point stating that the separation date is
April 15, 2009. In his deposition, Bridges said that he understood that from
February 11 to April 15, he would be considered “an employee on layoff status”
and that his employment was to be officially terminated on April 15.
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execution of this Agreement and the attached General Release.
You will be expected to abide by the Company’s policies through the
end of your employment with the Company. Prior to any payments
or benefits being made under the Assistance Plan outlined below, all
Company property must be returned to Alcon, including, but not
limited to computer equipment, your parking pass and employee
badge.
What Bridges calls the “Acknowledgement section” follows the description
of the additional benefits Bridges would receive if he signed the General
Release. It is not separated by a heading or other indication that it is a separate
and distinct section. It begins, “As a material inducement to Alcon to enter into
this Agreement and provide you with additional benefits set forth above which are
above and beyond the normal severance benefits you would be entitled to, you
agree and acknowledge that: . . . .” and goes on to request that Bridges not
disparage the company, not contact former supervisors, not disclose the terms of
the agreement, and not damage company property. [Emphasis added.] The
document ends with a paragraph in bold font warning that “[Bridges’s] violation of
any of the acknowledgments set forth above in the assistance plan may result in
immediate separation of payments and benefits provided under the assistance
plan.”
It is clear that the phrase “additional benefits set forth above” refers to the
additional assistance plan benefits that Bridges would receive for signing the
General Release. It is also clear that violating one of the acknowledgments listed
in the so-called “Acknowledgement section” constitutes a breach of the
Separation Agreement and the General Release. It does not follow, however,
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that those are the only ways in which Bridges could breach the Separation
Agreement. The Separation Agreement does not state that the terms listed on
the fourth and fifth pages of the five-page agreement are the only terms to which
Bridges must agree; they were additional, newly-created terms. In fact, the
Separation Agreement explicitly does not eliminate the old terms of Bridges’s
employment; it states that Bridges is “expected to abide by the Company’s
policies through the end of [his] employment.” When Bridges signed the
Separation Agreement, he acknowledged that he read the whole agreement and
all of the acknowledgements within, including the acknowledgement that he
would be expected to continue to abide by company policies. To hold otherwise
would make the expectation that Bridges abide by company policies mere
surplusage because its violation would yield no consequences. See Coker v.
Coker, 650 S.W.2d 391, 393 (Tex. 1983) (“[C]ourts should examine and consider
the entire writing in an effort to harmonize and give effect to all the provisions of
the contract so that none will be rendered meaningless. No single provision
taken alone will be given controlling effect; rather, all the provisions must be
considered with reference to the whole instrument.”).
Had the contract not been breached, Bridges would have been considered
(and would have considered himself to be) an employee of Alcon “on layoff
status” until April 15, 2009. Bridges points to no evidence that an employee,
because his status has changed from active to layoff status, no longer has to
abide by company policies. That policy is set forth in the employee handbook,
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which Bridges acknowledges that he received. The handbook lists “many
activities or actions that may justify corrective action, up to and including
termination of employment.” The list includes “removing or misappropriating
property (belonging to the Company or another employee) from the premises or
from one area to another without authorization” and “using another person’s
badge, ID card or special pass to enter or leave Company property or restricted
areas; entering Company premises in any way without proper authorization.”
Bridges admits that he used his wife’s badge to enter the property without
authorization and removed Alcon property from the premises. Based on this
evidence, we hold that no fact question exists as to whether Bridges violated
company policies. We further hold that such a violation was a breach of the
Separation Agreement. We overrule Bridges’s second and third issues.
Conclusion
Having overruled Bridges’s three issues, we hold that summary judgment
in favor of Alcon was proper. We affirm the trial court’s judgment.
LEE GABRIEL
JUDGE
PANEL: LIVINGSTON, C.J.; McCOY and GABRIEL, JJ.
DELIVERED: April 21, 2011
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