## Facts

- Southwest Wyoming Rehabilitation Center (SWRC) hired Phil Andrews in 1990 as employee relations coordinator and promoted him in 1991 to vice president.
- Andrews reported to SWRC’s president, Kathy Horn-Dalton, until his termination on June 21, 1995.
- Andrews alleged he was terminated for attempting to inform SWRC’s board that the president was mishandling corporate assets and harming employee morale.
- Andrews sued for wrongful termination, asserting:
  - breach of the implied covenant of good faith and fair dealing based on an alleged “special relationship” arising from his corporate-officer status and fiduciary responsibilities; and
  - breach of an implied-in-fact employment contract allegedly created by SWRC’s handbook, personnel policies, enumerated termination grounds, and grievance procedures.
- The handbook contained express at-will language and a disclaimer stating it did not create a contract.
- Andrews was the primary author of a revised handbook containing the at-will disclaimer and acknowledged he knew of the at-will language.
- The district court granted summary judgment to SWRC on both claims.

## Issues

1. Whether a corporate officer’s fiduciary duties and allegations of retaliatory motive can establish the “special relationship of trust and reliance” required for a tort claim for breach of the implied covenant of good faith and fair dealing in employment.
2. Whether SWRC’s handbook, personnel policies, and practices created an implied-in-fact contract limiting termination to “for cause,” despite a clear at-will disclaimer known to the employee.

## Decision

- The Wyoming Supreme Court affirmed summary judgment for SWRC on both claims.
- Andrews failed, as a matter of law, to show the required “special relationship of trust and reliance” to support a tort claim for breach of the implied covenant in the employment context.
- Andrews’ corporate-officer fiduciary obligations did not create employment security or transform an at-will relationship into one protected by the implied-covenant tort.
- The handbook and policies did not create an implied-in-fact contract because the at-will disclaimer was clear and unambiguous, and Andrews’ authorship and knowledge defeated any claim of reasonable reliance.
- No genuine dispute of material fact existed on either theory; SWRC was entitled to judgment as a matter of law.

## Legal Principles

- In Wyoming, a tort-like claim for breach of the implied covenant of good faith and fair dealing in employment is recognized only in rare cases involving a “special relationship” marked by unusual trust, reliance, and dependency beyond ordinary employment.
- Allegations of improper motive, without proof of the required special relationship, do not establish a claim for breach of the implied covenant in the employment setting.
- Employer handbooks and policies can create implied-in-fact contractual limits on at-will termination only if they reasonably communicate binding promises; a clear, unambiguous at-will disclaimer defeats such implication.
- An employee’s knowledge of a handbook’s at-will disclaimer (including knowledge gained through drafting or revising it) negates reasonable reliance on other policy language as guaranteeing discharge only for cause.
- Corporate fiduciary duties owed by an officer to the corporation do not, by themselves, create a reciprocal duty of continued employment absent an express employment contract.

## Conclusion

The court held that a corporate officer’s fiduciary duties and claimed retaliatory discharge did not establish the special relationship required for an implied-covenant tort claim, and that a clear, known handbook disclaimer preserved at-will employment and barred an implied-contract theory.


Andrews v. Sw. Wyo. Rehab. Ctr., 974 P.2d 948 (Wyo. 1999)