may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (1996).
STATE OF MINNESOTA
IN COURT OF APPEALS
Z-Pix Computer Graphic Centers, Inc.,
Filed September 9, 1997
Hennepin County District Court
File No. 9514342
Patrick V. Johnson, Speeter, Johnson, Hamilton & Wurst, Suite 1910, One Financial Plaza, Minneapolis, MN 55402 (for Appellant)
Mark C. Kruger, Kristyn Aceto Garofalo, Gray, Plant, Mooty, Mooty & Bennett, P.A., 3400 City Center, 33 South Sixth Street, Minneapolis, MN 55402 (for Respondent)
Considered and decided by Willis, Presiding Judge, Crippen, Judge, and Harten, Judge.
Appellant John Rassier challenges the trial court's summary judgment dismissing his employment contract claim against respondent Z-Pix Computer Graphics Centers, Inc. We affirm the trial court's conclusion that appellant failed to show a genuine claim that he served other than as an employee at will.
In consideration for the value of your training, for your base salary and commission, and for your other benefits, you agree to work at [respondent] for at least three years from the starting date of your employment.
Respondent terminated appellant's employment in April 1995.
Appellant filed suit against respondent. The trial court granted summary judgment for respondent, concluding that only appellant, not respondent, had agreed to an employment period of at least three years.
In this case, the plain meaning of the contract provision that "[appellant] agree[s] to work at [respondent] for at least three years" created an agreement that bound only appellant to work for at least three years. The contract language does not place a mutual obligation on respondent to employ appellant for that period.
Under Minnesota law, when valuable consideration supports a contract, the right of one party to terminate the contract "at-will" does not invalidate it for lack of mutuality. Pine River State Bank v. Mettille, 333 N.W.2d 622, 629 (Minn. 1983) ("The demand for mutuality of obligation, although appealing in its symmetry, is simply a species of the forbidden inquiry into the adequacy of consideration, an inquiry in which this court has, by and large, refused to engage."); Cardinal Consulting Co. v. Circo Resorts, Inc., 297 N.W.2d 260, 266 (Minn. 1980) ("The concept of mutuality has been widely discredited in contract law, and it is now generally recognized that the obligations of the parties need not be substantially equal for there to be a binding contract."). As consideration for appellant's agreement not to quit working for at least three years, respondent provided him with training, an increased base salary, commissions, and other benefits. Because this language creates no mutual obligation and is unambiguous in this regard, the contract establishes that respondent continued to treat appellant as an "at-will" employee.
Appellant asserts that this court should place a mutual obligation on respondent because (a) the parties eliminated the "at-will" clause in the second contract; (b) respondent, not a lawyer, drafted the contract; (c) the contract contained a commission schedule extending past the first year; and (d) the parties would not have intended such an unfair result. Although these extrinsic considerations might shape the interpretation of an ambiguous contract, this contract contains no ambiguity and the courts are not free to disregard its terms. Turner, 276 N.W.2d at 66. Moreover, we note that the mere deletion of an "at-will" clause does not create an implied contract allowing termination only for good cause. Eklund v. Vincent Brass & Aluminum Co., 351 N.W.2d 371, 376-77 (Minn. App. 1984), review denied (Minn. Nov. 1, 1984), overruled in part on other grounds, Hunt v. IBM Mid Am. Employees Fed. Credit Union, 384 N.W.2d 853 (Minn. 1986).
Appellant also cites Becker v. Blair, 361 N.W.2d 434, 436 (Minn. App. 1985) (interpreting written agreement, which stated that "employee affirms that he will not terminate this employment for the next 36 months" or else "employee agrees to pay employer the sum of $1,500.00," as an enforceable employment contract for a fixed term, not an unenforceable restrictive covenant), but that case neither determined nor implied whether the agreement mutually bound the employer to the same period.