99 N.J. 284, 491 A.2d 1257 (1995)



WILENTZ, C.L The issue before us is whether certain terms in a company's employment manual may contractually bind the company. We hold that absent a clear and prominent disclaimer, an implied promise contained in an employment manual that an employee will be fired only for cause may be enforceable against an employer even when the employment is for an indefinite term and would otherwise be terminable at will.


Plaintiff, Richard Woolley, was hired by defendant, Hoffmann-La Roche, Inc., in October 1969, as an Engineering Section Head in defendant's Central Engineering Department at Nutley. There was no written employment contract between plaintiff and defendant. Plaintiff began work in mid-November 1969. Some time in December, plaintiff received and read the personal manual on which his claims are bas


In 1976, plaintiff was promoted, and in January 1977 he was promoted again, this latter time to Group Leader for the Civil Engineering, the Piping Design, the Plant Layout, and the Standards and Systems Sections. In March 1978, plaintiff was directed to write a report to his supervisors about piping problems in one of defendant's buildings in Nutley. This report was written and submitted to plaintiff's immediate supervisor on April 5, 1978. On May 3, 1978, stating that the General Manager of defendant's Corporate Engineering Department had lost confidence ' in him, plaintiff's supervisors requested his resignation. Following this, by letter dated May 22, 1978, plaintiff was formally asked for his resignation, to be effective July 15, 1978.


Plaintiff refused to resign. Two weeks later defendant again requested plaintiff's resignation, and told him he would be fired if he did not resign. Plaintiff again declined, and he was fired in July.


Plaintiff filed a complaint alleging breach of contract, intentional infliction of emotional distress, and defamation, but subsequently consented to dismissal of the latter two claims. The gist of plaintiff's breach of contract claim is that the express and implied promises in defendant's employment manual created a contract under which he could not be fired at will, for cause, and then only after procedures outlined in the manual were followed Plaintiff contends that he was not dismissed for cause, and that his firing was a breach of contract.


Defendant's motion for summary judgment was granted by the trial court which held that the employment manual was not contractually binding defendant, thus allowing defendant to terminate plaintiff's employment at will. The Appellate Division affirmed. We granted certification. 91 N.Y. 548, 453 A2d 865 (1982)


In order for an offer in the form of a promise to become enforceable it must be accepted. Acceptance will depend on what the promisor bargained for: he may have bargained for a return promise that, if given, would result in a bilateral contract, both promises becoming enforceable. Or he may have bargained for some action or non-action that, if given or withheld, would render his promise enforceable as a unilateral contract. In most of the cases involving an employer's personnel policy manual, the document is prepared without any negotiations and is voluntarily distributed to the work force by the employer, It seeks no return promise from the employees. It is reasonable to interpret it as seeking continued work from the employees, who, in most cases, are free to quit since they are almost always employees at not simply in the sense that the employer can fire them without in the sense that they can quit without breaching any obligation. Thus analyzed, the manual is an offer that seeks the formation of a unilateral contract – the employees' bargained-for action needed to make the offer binding being their continued work when they have no obligation to continue.


The unilateral contract analysis is perfectly adequate for that employee who was aware of the manual and who continued to work intending tha continuation to be the action in exchange for the employer's promise; it is even more helpful in support of that conclusion if, but for the employee policy manual, the employee would have quit. See generally M. Petit, Modern Unilateral Contracts, 63 B.UL.Rev. 551 (1983) (judicial use of unilateral contract analysis in employment cases is widespread)


All that this opinion requires of an employer is that it be fair. It would unfair to allow an employer to distribute a policy manual that makes the workforce believe that certain promises have been made and then to allow the employer to renege on those promises. What is sought here is basic honesty: if the employer, for whatever reason, does not want the manual to be capable of being construed by the court as a binding contract, there are simple was to attain that goal. All that need be done is the inclusion in a very prominent position of an appropriate statement that there is no promise of any kind by the employer contained in the manual; that regardless of what the manual says or provides, the employer promises nothing and remains free to change wages and all other working conditions without having to consult anyone and without anyone’s agreement, and that the employer continues to have the absolute power to fire anyone with or without good cause.


Reversed and remanded for trial.