1. Why did the court overlook the “disclaimer language” in the Manual? Shouldn’t that have influenced its analysis?

2. Should the appellate court allow the jury’s verdict to stand from a public policy perspective? If there is no statute to follow, isn’t the court filling in the gaps and inserting its own view of how employees should be treated rather than leaving it to the legislature?

From the late 1980s through 2004, Intercity Alarms employed Buttrick during three nonconsecutive periods of years. During that time, it issued at least three versions of its Employee Reference Manual (Manual). At the start of this second period of employment, the operations manager reviewed the Manual with Buttrick and insisted that it was “very necessary” to sign the acknowledgment form. Buttrick subsequently left Intercity Alarms on good terms. In February 2002, Intercity Alarms recruited Buttrick back to the company to fill the position of senior service technician. Before he returned for his third stint, Buttrick was given the Manual, which contained day-to-day employment policies such as attire as well as a system of progressive discipline.

The section entitled “Disciplinary Policy” stated: “It is the policy of Intercity Alarms that no disciplinary action taken against any employee will be arbitrary, capricious, unreasonable or discriminatory.” The next paragraph provided, “No company likes to discipline or separate its employees from employment, however, disciplinary action will be taken whenever an employee violates any rule of the company, fails to adhere to any policies and procedures, or fails to uphold the spirit of our corporate objectives. . . . [T]he severity of the action taken will be in accordance with the following: Verbal Counseling . . . Written Counseling . . . Suspension.” There was no provision for termination in that section. The Manual also stated that the employer may unilaterally modify the Manual’s terms, and that the Manual serves only as a guide, not an employment contract. On May 4, 2004, a dispute developed regarding Buttrick’s handling of a potential sales lead. The general manager fired Buttrick without any warning or counseling. Buttrick sued Intercity for wrongful termination, arguing that the Manual was an implied contract and that Intercity had breached the contract because it failed to adhere to its own system of progressive discipline. A jury found in favor of Buttrick and awarded him $41,800 in damages. Intercity appealed. 

The Appeals Court of Massachusetts upheld the jury’s verdict in favor of Buttrick. While the court con-ceded that a number of factors weighed against the finding of an implied contract, a number of factors were present that supported its existence. The court reasoned that when Buttrick began his second and third stints at Intercity Alarms, he signed for a Manual and gave his consent to the terms as a condition of his employment. His employer called special attention to the Manual by not only distributing copies on four occasions, but also by at least on one occasion reviewing its terms personally with Buttrick and requiring him to sign for it because of the importance of the noncompetition clause. Therefore, the court concluded that the terms of the Manual, including progressive discipline, were part of an implied employment contract. 

“Intercity Alarms failed to show that But-trick’s reliance upon the manual as creating binding employer obligations was unreasonable as a matter of law. [T]he context of the preparation and distribution of the policies is . . . the most persuasive proof that it would be almost inevitable for an employee to regard it as a binding commitment, legally enforceable, concerning the terms and conditions of employment. In light of the special attention paid to the manual here, as well as the mandatory language, specificity, and detail, Buttrick reasonably could have expected that his employer had committed to abiding by the terms therein. Neither the standard disclaimer nor the reservation of the right to make unilateral modifications precluded the formation of an enforceable contract. The modern trend in the law undermined the employer’s position here.”