Alphonse v. CNF Service Co.
Alphonse v. CNF Service Co.
Opinion of the Court
The trial court ruled, on summary judgment, that defendant
Because this case arises on defendant’s summary judgment motion, we state the facts in the light most favorable to plaintiff. See Olson v. F & D Publishing Co., Inc., 160 Or App 582, 584, 982 P2d 556 (1999). Defendant employed plaintiff in its workers’ compensation claims department. In 1995, defendant decided to have another company perform the work that its workers’ compensation department was then performing. Defendant offered its employees in the workers’ compensation department a severance package to encourage them to stay during the transition. It set out the terms of that offer in a July 1,1996, memorandum:
“As you have been advised, [defendant] will begin reductions in the Casualty Claims and Workers’ Compensation Departments in 1997. All recent and future claims are being processed by a third-party administrator. We expect that during 1997 work will begin to decrease as claims are closed, and therefore some positions will phase out before others. We will keep you apprised of developments.
“To complete this transition successfully, the company will rely upon your active participation. To encourage you to remain with us during the transition, [defendant] offers the following severance package:
• Severance pay equal to one week’s pay plus an additional week’s pay for each full year of service, based on your anniversary date, to a maximum of 13 weeks of pay.
*390 • A stay-pay bonus equal to 25% of your annual base salary.
• The Company will pay the COBRA continuation premium for your group insurance for the number of weeks equal to the number of weeks for which you receive severance pay, to a maximum of 13 weeks.
• Out-placement services will be made available, including job search and resume assistance, during the last sixty days of employment, upon written notification of job termination, and for up to thirty days thereafter, with a maximum of three months of services provided.
• The Company will pay for group computer classes, including Microsoft Windows, Excel, and Word.
“To receive this package, you will be required to meet the following conditions:
• You will remain employed until the termination date specified by the Company. A sixty-day written notice will be issued prior to any job termination.
• You must fulfill the normal expectations of job performance including attendance and punctuality, successfully meeting established production quality and standards, completion of all assigned tasks and responsibilities until the end of the designated employment period, and compliance with all [defendant’s] policies and procedures.
“There will be some positions that remain at the end of the downsizing period. All departmental employees on staff at that time will be considered for those positions, based on job performance, as outlined above. In addition, you may wish to apply for positions in other departments as they become available.”
On April 2, 1997, defendant distributed a second notice to the employees in the workers’ compensation department. That notice stated: “As indicated in [the July 1, 1996 memorandum], a 60-day written notice would be issued prior to any job termination. This letter serves as the 60-day written notice.” The notice also stated that “[t]hose of you whose positions are being eliminated will be receiving letters which notify you of your anticipated release date and outline your severance package.”
Although plaintiff did not know the specific position that defendant had in mind for her, she chose not to accept it. When asked why she turned down the offer of continuing employment, plaintiff responded, “I didn’t consider it continuing employment.” When asked if she had any other reasons for not accepting it, she explained:
“I considered it a new position for the department. I also, again, had other plans that I was actively pursuing and working for the past year. I had put my life on hold for a little over two years waiting for the transition to take place, and I had developed my skills, and in order to be ready for that transition and, so, there was some reasons why I did not accept the new position with the company, whatever that might have been.”
Plaintiff later added: “In my mind, I was not going to be offered a position or new employment with the company, and I had developed skills that I felt were beyond staying with [defendant].” Plaintiff accordingly rejected the offer of a new position but continued working for defendant until May 30, 1997. In June 1997, plaintiff began work for a new employer as a workers’ compensation claims specialist.
Defendant did not pay plaintiff either severance pay or a stay-pay bonus when she left the company. On October 24, 1997, plaintiff filed a complaint alleging that she had “satisfied all the conditions necessary to entitle her to receive the severance pay and the stay-pay bonus set forth in the July 1, 1996 memo,” but that defendant had not paid her either of those benefits. After court-mandated arbitration,
On appeal, plaintiff acknowledges, as the contract provides, that the benefits promised by defendant’s July 1, 1996, offer were available only if her job was terminated. She argues, however, that the phrase “job termination” is ambiguous for two reasons. She argues initially that the meaning of the phrase “job termination” will vary depending on the benefit that is promised. Plaintiff reasons: “ ‘Job termination’ in the context of a stay pay bonus refers to termination of one’s position while ‘job termination’ in the context of severance pay refers to termination of one’s employment.” Plaintiff argues that because there is no dispute that her position was terminated, she is entitled to the stay-pay bonus even if she is not entitled to severance pay. At the least, she contends, that is one plausible way of interpreting the July 1,1996, offer.
Plaintiffs first argument assumes that defendant’s offer permits an employee to receive a stay-pay bonus but not severance pay. The terms of the offer negate that assumption, however. The offer consists of two parts. First, it defines the contents of a “severance package” that defendant is offering its employees. That package includes severance pay, a
Under the terms of the offer, plaintiff was entitled to receive the entire severance package or nothing. She was not entitled to receive one part of the package but not another. Plaintiff acknowledged that understanding in her deposition.
Plaintiff advances a second argument. She argues that even if her right to receive the entire severance package is conditioned on her job being terminated, the phrase “job termination” is itself ambiguous. She reasons that the phrase “job termination” could refer to either termination of employment or termination of an employee’s position. It follows, she concludes, that the offer contained an ambiguity that made summary judgment inappropriate.
Plaintiffs second argument is also at odds with the terms of defendant’s offer. Defendant’s offer specifies the two conditions an employee must meet in order to receive the severance package. The first condition states: “You will remain employed until the termination date specified by the Company. A sixty-day written notice will be issued prior to any job termination.” (Emphasis added.) The terms of the offer imply that what ends on the termination date is the worker’s employment, not simply the position. Put another way, after the termination date, the employee will no longer be employed.
Plaintiff advances a final argument. She contends that even if the severance package were only available to employees whose employment was terminated, defendant did not make “a bona fide offer of continuing employment.” The difficulty, however, with plaintiffs argument is that she rejected defendant’s offer of continuing employment without ever knowing what it entailed. Her own testimony makes clear that the nature of the new position was irrelevant to her
Affirmed.
There are two defendants in this case, Leland James Service Company and its successor corporation, CNF Service Company. CNF assumed Leland James’s contractual obligations midway through the events that gave rise to this action. We use the term defendant to refer to both Leland James and its successor CNF.
The arbitrator entered an award in plaintiffs favor. It ruled that plaintiff was entitled to the stay-pay bonus because that “aspect of the f severance] package can
The question whether a contract is ambiguous presents a question of law for the court. See Yogman v. Parrott, 325 Or 358, 361, 937 P2d 1019 (1997); Contractors, Inc. v. Jacobsen, 139 Or App 366, 370-71, 911 P2d 1268, rev den 323 Or 691 (1996).
In her deposition, plaintiff was asked whether she understood the benefits to be “divided into two different packages, that those people who stayed got the stay-pay bonus, whether they left or not, and that those people who severed their employment got the severance package ®” or whether it was all one package. Plaintiff responded, “It’s all one package.”
COBRA, is an acronym for the Consolidated Omnibus Budget Reconciliation Act of 1985. See 29USC § 1163,100 Stat 82 (1986). The Act permits a member of an employer’s group health plan to elect continuing coverage if, among other things, the employer terminates the member’s employment. See Geissal v. Moore Medical Corp., 524 US 74, 77-80, 118 S Ct 1869, 141 L Ed 2d 64 (1998).
Indeed, the offer specifies that ‘Tolut-placement services” to help employees find new jobs will be available “during the last sixty days of employment, upon written notification of job termination, and for up to thirty days thereafter.” (Emphasis added.) That portion of the offer confirms that the phrase “job termination” refers to workers whose employment is terminated; it does not refer to workers who are reassigned to another position within the company.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.