GLASGOW v. MELLON BANK, 744 A.2d 987 (Del. 1999)

DENNIS GLASGOW, Plaintiff Below, Appellant, v. MELLON BANK (DE), N.A., Defendant Below, Appellee.

No. 318, 1999.Supreme Court of Delaware.Submitted: November 30, 1999.
Decided: December 16, 1999.

Court Below — Superior Court of the State of Delaware, in and for New Castle County, C.A. No. 99C-04-146-1.

AFFIRMED.

Before VEASEY, Chief Justice, WALSH, and HOLLAND, Justices.

RANDY J. HOLLAND, Justice

ORDER
This 16th day of December 1999, it appears to the Court that:

1) This action was brought in the Superior Court by the plaintiff-appellant, Dennis Glasgow (“Glasgow”). He is a former employee of the defendant-appellee, Mellon Bank, N.A. (“Mellon”). The complaint alleges that Mellon wrongfully terminated Glasgow.

2) Mellon filed a motion to dismiss Glasgow’s complaint. In a bench ruling, the Superior Court granted Mellon’s motion with regard to all three counts: Count I, Breach of Contract; Count II, Breach of the Covenant of Good Faith and Fair Dealing; and Count III, Promissory Estoppel. This is a direct appeal from that final judgment.

3) Glasgow has raised two issues in this appeal: first, that where an employer presents to an employee a handbook expressly intended to facilitate a common understanding of the employer’s policies and practices, the employee is entitled to rely upon the policies and practices set forth in the handbook; and, second, that the provisions of 12 U.S.C. § 24, authorizing a national banking association to dismiss officers “at pleasure,” must be exercised by such national banking association’s board of directors.

4) The Superior Court held that: the Mellon’s Associate Handbook and Code of Conduct did not change Glasgow’s status as an at-will employee;[1] the facts alleged by Glasgow’s complaint did not fall within one of the four exceptions to the at-will employment doctrine recognized by the covenant of good faith and fair dealing;[2] and the National Banking Act, 12 U.S.C. § 24, was not applicable.[3]

5) The issues presented to the Superior Court and raised in this appeal are legal. Those issues are controlled by settled law, which was properly applied by the Superior Court.[4] Consequently, this Court has concluded that the judgment of the Superior Court should be affirmed.

NOW, THEREFORE, IT IS HEREBY ORDERED that the judgment of the Superior Court be, and the same hereby is, AFFIRMED.

[1] E.I. duPont de Nemours Co. v. Pressman, Del. Supr., 679 A.2d 436, 443 (1996) (en banc) (“The presumption of at-will employment is a fixture of American law, and continues to be followed in Delaware and in the vast majority of jurisdictions.”)

[2] This Court has held that the covenant “limits at-will employment only in very narrowly defined categories.” E.I. duPont de Nemours v. Pressman, Del. Supr., 679 A.2d 436, 441-42 (1996). Those categories are: (1) violation of a public policy that is recognized explicitly by legislative, administrative or judicial authority; (2) the employer’s misrepresentation of an important fact that is relied upon by the employee in accepting a new position or remaining in a present one; (3) misuse of an employer’s bargaining power to deprive an employee of earned compensation; and (4) an act or acts of the employer manifesting bad faith or unfair dealing achieved by deceit or misrepresentation in falsifying or manipulating a record to create fictitious grounds to terminate employment. Id.

[3] Wells Fargo Bank v. San Francisco, Ca. Supr., 811 P.2d 1025, 1028
(1991) (holding that “it has been established for almost a century that [the Act] preempts all state law causes of action by a bank officer for a breach of an employment agreement.”).

[4] E.I. duPont de Nemours Co. v. Pressman, Del. Supr., 679 A.2d 436
(1996) (en banc); Wells Fargo Bank v. San Francisco, Ca. Supr., 811 P.2d 1025 (1991).