BURKE, Justice.
[¶ 1] Bill Kuhl brought wrongful termination claims against his former employer, Wells Fargo Bank, N.A. The district court granted summary judgment against him and in favor of Wells Fargo, and Mr. Kuhl appeals that ruling. We will affirm.
[¶ 2] Mr. Kuhl raises these issues:
[¶ 3] Mr. Kuhl became president of the First State Bank of Pinedale on June 1, 2007. That bank was owned by United Bancorporation of Wyoming, Inc., which also owned several other banks in Wyoming and Idaho. Later that year, Mr. Kuhl learned that Wells Fargo Bank, N.A., was planning to purchase several banks from United Bancorporation, including the First State Bank of Pinedale. The sale was scheduled to close on July 1, 2008.
[¶ 4] In March of 2008, Mr. Kuhl attended a meeting at which the sales agreement was presented for shareholder approval. From that agreement, he learned that the presidents of three other banks being purchased by Wells Fargo would be offered written two-year employment contracts with Wells Fargo. Mr. Kuhl was not on the list of bank presidents to be offered such a contract.
[¶ 5] In April of 2008, Wells Fargo's Human Resources Manager for Wyoming, Colorado, and Montana, Brad Nations, came to the First State Bank to deliver written employment offers to those employees Wells Fargo wanted to retain. Mr. Kuhl was among those, and at the end of the day, Mr. Nations provided him with a letter offering him employment with Wells Fargo. The letter
[¶ 6] On the second page of the letter, immediately below Mr. Matthews' signature line, text appeared inside a box setting forth
Mr. Kuhl claims that this "employment at will" language seemed to conflict with other portions of the letter indicating that Wells Fargo wanted to retain him. He asked Mr. Nations about the "employment at will" language. The response is disputed, but Mr. Kuhl contends that Mr. Nations told him his employment could be terminated only if he did something illegal.
[¶ 7] After the meeting with Mr. Nations, but before the bank purchase was closed, Mr. Kuhl received a form entitled "Wells Fargo Acquisition Eligibility Form." It requested certain employment-related information from Mr. Kuhl, and provided additional information about Wells Fargo. Immediately above Mr. Kuhl's signature appeared this language: "This application does not constitute a contract of employment. Employment and compensation can be terminated with or without notice, and with or without cause, at any time." Mr. Kuhl signed the document on April 30, 2008.
[¶ 8] On this same date, Mr. Kuhl signed a "Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, Non-Solicitation, and Assignment of Inventions." This three-page form provided information on the listed topics, and included Mr. Kuhl's agreement not to solicit business from Wells Fargo customers for a period of one year following termination of employment. At the top of the third page was this section:
(Bold in original.)
[¶ 9] Also on this date, Mr. Kuhl signed a "Team Member Acknowledgement." In it, he acknowledged that he had received or would be provided with a "Handbook for Wells Fargo Team Members." The Acknowledgement document also stated, "I understand that the policies it [the Handbook] contains do not constitute an express or implied contract of employment, and that employment is at will."
[¶ 10] In the Handbook Mr. Kuhl received, the first lines of the Introduction section provided as follows:
(Italics in original.) The same two paragraphs were repeated in Chapter 4 of the Handbook, entitled "Performance & Problem Solving," which also included information on performance reviews, performance counseling, and corrective action. Identical language was also found in Chapter 9 of the Handbook, entitled "Leaving Wells Fargo," which provided information about terminating employment with Wells Fargo, "[w]hether the decision to terminate employment is yours or Wells Fargo's."
[¶ 11] In June of 2008, Mr. Kuhl received a letter from Wells Fargo saying it was "excited to have you join us as a team member." It advised him that his title would be "Community Bank President 2," and that his "Current salary remains the same." On the second page of this letter is text inside a box, nearly identical to the text in the letter previously delivered by Mr. Nations, repeating that employment with Wells Fargo was "employment at will."
[¶ 12] Wells Fargo's purchase of the banks was finalized on or about July 1, 2008, and Mr. Kuhl began working for Wells Fargo. The employment relationship between Mr. Kuhl and Wells Fargo deteriorated rapidly after the closing, however. The reasons are in dispute, but are not material at this summary judgment stage. Wells Fargo terminated Mr. Kuhl's employment on December 10, 2008. Mr. Kuhl brought a wrongful termination suit against Wells Fargo, alleging breach of an express contract of employment, breach of an implied contract of employment, promissory estoppel, and tortious breach of the implied covenant of good faith and fair dealing. After the parties engaged in discovery, Wells Fargo moved for summary judgment. Mr. Kuhl resisted that motion. Following a hearing, the district court granted summary judgment against Mr. Kuhl and in favor of Wells Fargo, leading to this appeal.
[¶ 13] A district court's decision to grant summary judgment is subject to the following standard of review:
Jacobs Ranch Coal Co. v. Thunder Basin Coal Co., LLC, 2008 WY 101, ¶ 8, 191 P.3d 125, 128-29 (Wyo.2008).
[¶ 14] When an employment contract is silent about duration, and does not specify reasons for termination, the employment relationship is presumed to be at-will. Brodie v. General Chemical Corp., 934 P.2d 1263,
[¶ 15] Mr. Kuhl contends that the letter he received from Mr. Matthews on behalf of Wells Fargo, delivered by Mr. Nations, constituted a written offer of an express contract of employment between Mr. Kuhl and Wells Fargo. He contends that he accepted the offer when he began his employment with Wells Fargo on July 1, 2008. As stated in his brief, "The unilateral contract offered to him ... was clear in its intent to offer him employment with Wells Fargo for a period of one year beginning on July 1st, 2008." In other words, Mr. Kuhl contends that he and Wells Fargo entered into an express agreement that altered the presumed at-will employment relationship.
[¶ 16] Wells Fargo concedes that it had a contract of employment with Mr. Kuhl. It disagrees with his interpretation of the contract. Wells Fargo contends that the letter is unambiguous in maintaining an at-will employment relationship between Mr. Kuhl and Wells Fargo.
[¶ 17] Details of this letter were highlighted above, but because interpretation of its language is key to resolving this claim, we will set forth here the text of that letter in its entirety. All italics and bold text are as in the original, and the font size is similar to the original.
Employment with Wells Fargo has no specified term or length. Both a team member and Wells Fargo have the right to terminate a team member's employment at any time, with or without advance notice and with or without cause. This is called "employment at will" and no employee of Wells Fargo has the authority to alter this arrangement without the express authorization of a Wells Fargo officer at the level of executive vice president or higher. Key values at Wells Fargo include accountability,
Your employment at Wells Fargo is contingent upon your ability to provide, on or before the Closing Date, documentation that verifies your identification and eligibility to work in the United States, as outlined by the Immigration Reform and Control Act of 1986.
In addition, as a federally insured institution, Wells Fargo is unable to employ:
Therefore, your employment is contingent upon the results of your background investigation.
And finally, if you previously worked for Wells Fargo prior to this acquisition and your employment was terminated by Wells Fargo, Wells Fargo may consider you to be ineligible for employment if the reasons for the termination involved violation of Wells Fargo's corporate policies or Wells Fargo's Code of Ethics and Business Conduct.
[¶ 18] In his brief, Mr. Kuhl urges us to interpret the letter as making "a commitment to continued employment for a specified time with guaranteed incentives and longevity bonuses." He also points to language indicating that Wells Fargo was "committed to retaining key employees" as indicating that the employment relationship was not at-will. But Mr. Kuhl's interpretation is untenable given the language of the letter. The letter did not specify any period of time during which Mr. Kuhl would be employed. It stated that he would be "eligible" for a retention bonus "provided" that he remained employed by Wells Fargo until the payment dates, but this contingency cannot be interpreted as a commitment to employ him through those dates. By stating he would "earn the second retention payment
[¶ 19] Moreover, the letter contained language that unequivocally expressed Wells Fargo's intent to offer Mr. Kuhl employment at-will: "Employment with Wells Fargo has no specified term or length. Both a team member and Wells Fargo have the right to terminate a team member's employment at any time, with or without advance notice and with or without cause. This is called `employment at will.'" We agree with the district court's conclusion that the plain language of the express contract of employment between Wells Fargo and Mr. Kuhl is clear and unambiguous
[¶ 20] Mr. Kuhl's position is that there is language in the letter indicating that his employment would not be at-will, so that the "employment at will" provision rendered the contract ambiguous. Because the contract is ambiguous, he continues, the Court must consider "extrinsic and parol" evidence to interpret the contract. The extrinsic and parol evidence upon which he relies includes his testimony that, when he asked Mr. Nations about the "employment at will" provision, Mr. Nations explained that the employment could be terminated only if Mr. Kuhl took illegal actions.
[¶ 21] For purposes of summary judgment, we are bound to accept Mr. Kuhl's version of the facts as credible. We are not bound to accept his interpretation that the contract is ambiguous. As previously discussed, there is simply no language in the letter that can reasonably be interpreted as providing that Mr. Kuhl's employment would be for any specified period of time, or that he could be terminated only for cause. Because the contract is unambiguous in providing that Mr. Kuhl's employment would be at-will, extrinsic evidence to the contrary should not be considered. "We interpret the language of an unambiguous agreement as a matter of law, and rely on extrinsic evidence only if the contract is ambiguous." Sutherland v. Meridian Granite Co., 2012 WY 53, ¶ 8, 273 P.3d 1092, 1095 (Wyo.2012), citing Union Pacific Resources Co. v. Texaco, 882 P.2d 212, 219-20 (Wyo.1994).
[¶ 22] Mr. Kuhl further contends that Mr. Nations' response altered the offer of employment contained in the letter, effectively negating its language and turning it into an employment contract other than at-will. However, the letter explicitly provided that "no employee of Wells Fargo has the authority to alter this arrangement without the express authorization of a Wells Fargo officer at the level of executive vice president or higher." It is undisputed that Mr. Nations, the human resources manager, was not at the level of executive vice president or higher. Mr. Matthews, who signed the letter as "Regional President — Wyoming," was not an executive vice president or higher at the time Mr. Kuhl received this letter.
[¶ 23] The written employment contract between Wells Fargo and Mr. Kuhl unambiguously provided that his employment was at-will. It was not modified orally by Mr. Nations or Mr. Matthews. We therefore conclude that the district court did not err in granting summary judgment in Wells Fargo's favor.
[¶ 24] Mr. Kuhl also contends, "in the alternative, that the Wells Fargo Team Members Handbook ... which contains no prominent, conspicuous and an [sic] unambiguous disclaimer of any contractual intent, constitutes an implied contract of employment which could be terminated only for cause." Wyoming's established precedent regarding employee handbooks is summarized in the following passage:
Lincoln v. Wackenhut Corp., 867 P.2d 701, 703 (Wyo.1994).
[¶ 25] Mr. Kuhl contends that the provisions regarding performance evaluations, the comprehensive description of prohibited conduct, and the systematic discipline procedure, all contain language implying that the employment relationship is not at-will, but terminable only for cause. He compares his employee handbook to the one in Mobil Coal Producing, Inc. v. Parks, 704 P.2d 702, 705-06 (Wyo.1985), which contained a list of "rules of unacceptable conduct" that could lead to discipline, including termination. In that case, we affirmed the district court's ruling that the list of causes for termination implied that cause was necessary for termination. The handbook also outlined a "policy of progressive discipline tempered by the seriousness of the offense," and we agreed with the district court that this implied a commitment by the employer to follow the specified steps in disciplining an employee. "Not only does the tenor of the foregoing reflect the necessity for the existence of cause for discharge," we said, "but it specifically requires such.... The handbook's provisions change the [employer's] unfettered right to discharge [an employee] at any time and without cause." Id. at 705-07.
[¶ 26] Recognizing that the language contained in employee handbooks may vary widely, we have said that
Id. at 706.
[¶ 27] With that in mind, we note that the Wells Fargo handbook provided to Mr. Kuhl contains language plainly intended to preserve the employment at-will relationship. Chapter 4 of the handbook outlines levels of performance counseling and corrective actions, but also expressly specifies:
(Bold in original.) Chapter 9 contains a list of actions that may lead to termination, but also specifies that an employee may be terminated if his "continued employment is considered to be no longer in the best interest of Wells Fargo." Unlike the handbook in Mobil, the language of the Wells Fargo handbook does not unambiguously suggest that cause is required for termination, or that Wells Fargo is committed to a progressive disciplinary procedure before an employee's employment may be terminated.
[¶ 28] Also unlike Mobil, the Wells Fargo handbook includes disclaimers. As we have explained many times, a conspicuous and unambiguous disclaimer serves to preserve the employment at-will relationship, because it provides the employee with notice that the general statements in the handbook are not to be relied upon as contractual obligations. E.g., Lincoln, 867 P.2d at 704. The Wells Fargo handbook contains at least four disclaimers, quoted in paragraphs 10 and 11 above. These are plain and unambiguous expressions of Wells Fargo's intent to maintain the employment at-will relationship.
[¶ 29] Mr. Kuhl contends, however, that the disclaimers are not sufficiently conspicuous to prevent the formation of an implied employment contract. He points out that, in Lincoln, 867 P.2d at 704-05, we concluded that a disclaimer was sufficiently conspicuous because the text was prominent ("The lettering is approximately twice the size of the lettering used for the remaining text ... in bold print and ... capitalized."), and because it was placed where it would be noticed by a reasonable person (It was "on the first interior page" of the handbook.). Mr. Kuhl correctly points out that the disclaimers in the Wells Fargo handbook are not capitalized or in bold print, and they are not in larger lettering than the other provisions of the handbook. For these reasons, he contends that the disclaimers were ineffective in preventing the implication of an employment contract.
[¶ 30] Wells Fargo counters that a disclaimer is placed as the very first paragraph of its handbook. In addition, disclaimers are repeated in Chapters 4 and 9, the same chapters relied upon by Mr. Kuhl as creating an implied contract of employment. Wells Fargo also points out that the disclaimers are contained in "separate and distinct paragraphs with bold headings." Moreover, Wells Fargo contends, the disclaimers are made conspicuous by the frequency of their repetition.
[¶ 31] As previously noted, there are at least four disclaimers contained in the handbook itself. Similar disclaimers are also found in the letter offering Mr. Kuhl employment with Wells Fargo, in the Wells Fargo Acquisition Eligibility Form, in the Wells Fargo Agreement Regarding Trade Secrets, in the Team Member Acknowledgement in which Mr. Kuhl acknowledged receipt of the handbook, and in the letter Mr. Kuhl received from Wells Fargo approximately one month before the closing date. Even though the disclaimers are not in larger print or bold lettering, the district court concluded that the "at-will disclaimers in the employment documents are unquestionably conspicuous by virtue of repetition, prominence, and placement." We agree with the district court.
[¶ 32] In addition, it is undisputed that Mr. Kuhl had actual knowledge of the disclaimer provisions. This makes his case similar to Andrews v. Southwest Wyo. Rehabilitation Ctr., 974 P.2d 948, 952 (Wyo.1999), in which we wrote,
(Footnote omitted.) In opposition to Wells Fargo's motion for summary judgment, Mr. Kuhl submitted an affidavit stating that he had "read about the employment-at-will policies" in the handbook. It is therefore undisputed that he had actual knowledge of the at-will disclaimers. Mr. Kuhl testified in his deposition that he understood at-will employment to mean that "an employer can terminate the employment of an employee at any time for any reason or for no reason and, likewise, an employee could ... leave the employment of the employer at any time for any reason or no reason." Because he read and understood the disclaimers, Mr. Kuhl cannot reasonably claim that the Wells Fargo handbook created an implied contract modifying his status as an at-will employee. The district court did not err in granting summary judgment in favor of Wells Fargo on Mr. Kuhl's claim of an implied contract of employment.
[¶ 33] The same disclaimers that prevented the formation of an implied contract of employment between Wells Fargo and Mr. Kuhl also preclude his claim of promissory estoppel. One of the required elements of a promissory estoppel claim is "proof that the party urging the doctrine acted to its detriment in reasonable reliance" on a promise or agreement. Worley v. Wyoming Bottling Co., Inc., 1 P.3d 615, 623 (Wyo.2000).
Finch, ¶ 23, 109 P.3d at 544. See also Worley, 1 P.3d at 624; Bouwens v. Centrilift, 974 P.2d 941, 947 (Wyo.1999); Davis v. Wyoming Medical Center, Inc., 934 P.2d 1246, 1252 (Wyo.1997); Loghry v. Unicover Corp., 927 P.2d 706, 711 (Wyo.1996).
[¶ 34] As previously discussed, the disclaimers found in the Wells Fargo handbook and various other employment-related documents unambiguously and repeatedly expressed Wells Fargo's intention to maintain an at-will employment relationship with Mr. Kuhl. It is undisputed that he read and understood the disclaimers. These disclaimers preclude him from showing the reasonableness of his reliance on any promise to modify the at-will relationship. "Because of the specific disclaimer language, promissory estoppel is not available." Davis, 934 P.2d at 1252. The district court did not err in granting summary judgment in favor of Wells Fargo on Mr. Kuhl's promissory estoppel claim.
[¶ 35] Mr. Kuhl also presented a claim for breach of the implied covenant of good faith and fair dealing. "[A]ll contracts of employment contain an implied covenant of good faith and fair dealing." Wilder, 868 P.2d at 220. However,
Wilder, 868 P.2d at 221. "Whether a special relationship exists is a question of fact, not a question of law, and is to be decided by the trier of fact unless reasonable minds could not differ." Worley, 1 P.3d at 624.
[¶ 36] Even viewing the facts in Mr. Kuhl's favor, reasonable minds could not differ in concluding that there was no special relationship between Mr. Kuhl and Wells Fargo. At the district court level, Mr. Kuhl presented no facts or argument to support the existence of separate consideration, common law, or statutory rights sufficient to demonstrate a special relationship.
Worley, 1 P.3d at 627 (footnote omitted).
[¶ 37] Mr. Kuhl's employment with Wells Fargo was terminated on December 10, 2008, less than a month before he was eligible to receive a retention bonus of $28,000. Viewed in a light most favorable to Mr. Kuhl, this fact could indicate that Wells Fargo terminated his employment in order to avoid the payment of this retention bonus. It is undisputed, however, that Mr. Kuhl was employed by Wells Fargo for only five months and ten days. "We are aware ... of no case in which such a special relationship has ripened over a period of mere months." Garcia v. UniWyo Fed. Credit Union, 920 P.2d 642, 646 (Wyo. 1996). Mr. Kuhl's brief tenure at Wells Fargo was insufficient to establish the sort of special relationship needed to sustain a tort claim of breach of the implied covenant of good faith and fair dealing. Compare Trabing, ¶ 26, 57 P.3d at 1256 (Eight years of service did not create "the special relationship necessary to sustain this type of claim."); Terry v. Pioneer Press, Inc., 947 P.2d 273, 277-78 (Wyo.1997) (Six years was not enough to establish the existence of a special relationship.); Wilder, 868 P.2d at 222 (Three years employment was insufficient to create a special relationship.).
[¶ 38] In the absence of a special employment relationship, Mr. Kuhl cannot maintain a tort action against Wells Fargo for breach of the implied covenant of good faith and fair dealing. The district court did not err in granting summary judgment in favor of Wells Fargo on this claim, or on any of Mr. Kuhl's other claims.
[¶ 39] Affirmed.
