The opinion of the court was delivered by: Southwick, J.,
DATE OF JUDGMENT: 03/21/96
TRIAL JUDGE: HON. BETTY W. SANDERS COURT FROM WHICH APPEALED: WASHINGTON COUNTY CIRCUIT COURT
NATURE OF THE CASE: CIVIL - CONTRACT
TRIAL COURT DISPOSITION: SUMMARY JUDGMENT FOR GREENVILLE CONVALESCENT HOME, INC. DISPOSITION: REVERSED AND REMANDED -12/18/1998
¶1. Summary judgment was granted to an employer in a dispute over an employee's contractual right to continued employment. The discharged employee appeals arguing various issues. We agree with one of them: a dispute of material fact remains as to whether there was a definite length to the term of employment. We therefore reverse and remand.
¶2. George Edwards and Bill Holloway as equal shareholders formed Greenville Convalescent Home, Inc. (GCH) in 1969. Shortly after the nursing home opened, Edwards was killed in an automobile accident. His wife, Doris Edwards, inherited Edwards' half-ownership. She remarried and is now known as Doris Edwards Bariola Jones (Mrs. Jones). Edwards' nephew, A. Lewis Freeman, worked at the nursing home since it opened. On February 1, 1970, Freeman became administrator of the nursing home. He continued in that position until August 22, 1994, when Mrs. Jones as President of GCH terminated him. This litigation resulted.
¶3. The agreements between Freeman and GCH through the years are central to determining what rights Freeman may have beyond being an employee-at-will, terminable for any reason. The first agreement was a deferred compensation agreement signed on October 21, 1977. GCH promised to pay Freeman the sum of $1,000 per month for a total of 120 months beginning the month after Freeman's sixty-fifth birthday. That date was to be regarded as Freeman's "normal retirement date." The agreement recited that GCH desired to retain Freeman in an executive capacity and was "fully aware that it would suffer financial loss" should he go to a competitor. The agreement also contained the following two paragraphs:
For his services, while so employed, the Employer agrees to pay the Employee (in addition to his current annual compensation) deferred compensation after his retirement or death, in such amounts and subject to such conditions as are hereinafter set forth.
7. Nothing in this Agreement shall obligate the Employer to retain the Employee in its employment, or the Employee to remain in the Employer's employment, in any capacity, for any period.
¶4. On April 5, 1985, GCH and Freeman executed an amendment to this agreement. Freeman's deferred compensation was increased from $1,000 to $1,500 per month and a description of the method of funding was made. Freeman alleges that on September 15, 1986, he and GCH executed another amendment. It was handwritten and only stated this:
Paragraph 7 of this agreement is hereby [amended] to read as follows[:]
The Employee shall remain in the employer's employment for any period up to age 65.
¶5. On September 11, 1981, which was after the execution of the original deferred compensation agreement but before any amendments, Freeman signed an instrument entitled simply "Contract." This described GCH's desire to continue Freeman as an employee and provided what the contract called "assured rewards and incentives" to keep him employed, including obligating GCH's owners to give Freeman 20% of the proceeds of any sale of the company. One of the two original owners, Bill Holloway, entered into a stock redemption agreement in 1983 with GCH. Since this buy-out might have required Freeman to be paid 20% of the proceeds, an agreement was signed by Freeman, by the remaining owner, Mrs. Jones, and by GCH to continue the previous agreements ...