This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1996).

STATE OF MINNESOTA

IN COURT OF APPEALS

C8-97-2300

Brian Jones,

Appellant,

vs.

Northland Communications Corp.,

Respondent.

Filed May 5, 1998

Affirmed

Amundson, Judge

Crow Wing County District Court

File No. C5-96-1613

Gordon H. Hansmeier, Bridget M. Lindquist, Rajkowski Hansmeier Ltd., 11 Seventh Avenue North, St. Cloud, MN 56302-1433 (for appellant)

Richard H. Breen, Breen & Person, Ltd., 510 Laurel Street, P.O. Box 472, Brainerd, MN 56401 (for respondent)

Considered and decided by Harten, Presiding Judge, Toussaint, Chief Judge, and Amundson, Judge.

U N P U B L I S H E D O P I N I O N

AMUNDSON, Judge

Appellant challenges the district court's grant of summary judgment in his termination action against respondent employer. He asserts that (1) promissory estoppel principles demonstrate that an employment contract existed with his employer; or in the alternative that (2) his compensation agreement, non-compete agreement, and the annual review system constituted an employment commitment. We affirm.

FACTS

In May 1995, respondent Northland Communications Corporation (Northland) of Brainerd, Minnesota solicited applicants for a managerial position. Appellant Brian Jones, living in Fargo, North Dakota, sent Northland his resume. In the months following, Jones and Northland entered into discussions about prospective employment. In October 1995, salary and benefits were agreed upon, and Jones was approved for the position by Northland's board of directors. Jones began work at Northland, and three days later signed compensation and non-compete agreements. On December 5, 1995, Jones was terminated. Northland indicated that the termination was due to Jones's failure to follow company policy and procedure, his unauthorized signing of contracts, as well as his own "expressed uncertainty of continued employment" with Northland. Jones asserts that he understood the offer of employment as a promise by Northland for a three-year term of employment.

Jones brought an action against Northland for costs associated with his reliance on the alleged promise by Northland for continued employment. The district court granted Northland's motion for summary judgment. This appeal followed.

D E C I S I O N

In reviewing summary judgment, we ask two questions: "(1) whether there are any genuine issues of material fact and (2) whether the lower courts erred in their application of the law." State by Cooper v. French, 460 N.W.2d 2, 4 (Minn. 1990). We view the evidence in the light most favorable to the nonmoving party. State v. City of Mounds View, 518 N.W.2d 567, 571 (Minn. 1994).

An employer-employee relationship is generally terminable at the will of either party. Cederstrand v. Lutheran Bhd., 263 Minn. 520, 532, 117 N.W.2d 213, 221 (1962). There is, however, an exception to the at-will rule. When an employer promises employment on particular terms, and the employee, for consideration, accepts, a unilateral contract may result, requiring cause for dismissal. Ruud v. Great Plains Supply, Inc., 526 N.W.2d 369, 372 (Minn. 1995). Here, Jones asserts that an employment contract, in law or in fact, existed with Northland.

I. Promissory Estoppel

Jones asserts that the doctrine of promissory estoppel established a three-year employment commitment. Promissory estoppel enables courts to imply the existence of an enforceable promise, despite the absence of a contract in fact. Grouse v. Group Health Plan, Inc., 306 N.W.2d 114, 116 (Minn. 1981). Promise, reliance, and injustice are required, to trigger the application of the principle. Faimon v. Winona State Univ., 540 N.W.2d 879, 882 (Minn. App. 1995), review denied (Minn. 1996).

To satisfy the first factor, a promise must be clear and definite. Ruud, 526 N.W.2d at 372. The district court determination that no promise Northland made to Jones was sufficiently clear and definite, did not go on to discuss the two further elements. Jones argues that there is a genuine issue of material fact regarding the sufficiency of the promise.

Jones presented evidence supporting his claim of Northland's promise for a definite term of term of employment in his own affidavit, saying: "On October 17, 1995, I accepted an offer for a three-year contract as Manager of the Wireless Division." But Minnesota does not recognize a subjective test. Rather it relies on an objective analysis of the parties' actions. Ruud, 526 N.W.2d at 371, see also Hunt v. IBM MidAmerica Employees Fed. Credit Union, 384 N.W.2d 853, 855 (Minn. 1986) (discussing need to demonstrate specific facts are at issue). There is not a scintilla of evidence of specific correspondence or conversations with Northland showing clear and definite promise of three-year employment.

Because we conclude that the first factor of the promissory estoppel test was not requited, we do not discuss the final two factors.

II. Other Agreements as Contract

Alternatively, Jones argues that the three-year non-compete agreement he signed, together with the compensation agreement, and the review system, collectively constituted an enforceable three-year employment contract.

This argument fails. From a public policy standpoint, not to mention from a legal perspective, this makes no sense. First, in the scenario posited by appellant, if there were other employment related agreements a non-compete agreement could thaumaturgically be made into an employment agreement. The length of which presumably would be co-terminus with the time of restraint.

Secondly, the three-year term non-compete agreement makes no mention of any term of Jones's employment. The compensation agreement merely outlines salary, benefits, and incentives, clearly saying, "This agreement is not to be construed as a contract for employment." Jones never asserted that these other agreements constitute an employee handbook, but we note that this court has held language in an employee personnel policy can be construed as a contract. Kulkay v. Allied Cent. Stores, Inc., 398 N.W.2d 573, 577-78 (Minn. App. 1986), review denied (Minn. Feb. 13, 1987). However, even in the employee handbook example, Kulkay specifically states that

employers can use limiting language in order to clarify the absence of a contract. Id. at 578.

Affirmed.