## Facts

- Champion Jogbra, Inc. provided employees an employment manual containing a conspicuous disclaimer stating the manual was only guidelines, created no contract, and employment was terminable “at will,” with or without cause.
- The company later developed a “Corrective Action Procedure” describing progressive discipline, stating it applied to “all employees,” would be carried out in a “fair and consistent manner,” and used mandatory-sounding language.
- Linda Dillon was hired in 1997 and later promoted to sales administrator after being told she would receive extensive training, including overlap with the departing employee and reassurance that it would take months to become comfortable in the role.
- Dillon received limited training from the predecessor and was later terminated.
- Dillon asserted the company did not follow the progressive discipline procedure and offered evidence that management and HR treated the procedure as required and had applied it to other employees.

## Issues

1. Whether the manual’s disclaimer, viewed alongside the corrective action procedure and employer practices, could reasonably be read to modify at-will employment and limit the employer’s right to terminate, making summary judgment improper on a contract-based wrongful discharge claim.
2. Whether statements about training and discipline constituted a clear and definite promise supporting promissory estoppel in connection with Dillon’s termination.

## Decision

- The court affirmed summary judgment for the employer on promissory estoppel.
- The court reversed summary judgment for the employer on the contract-based wrongful discharge claim and remanded for further proceedings.
- The court held that the disclaimer did not, as a matter of law, eliminate potential contractual effect from later, mandatory-sounding disciplinary provisions.
- The court held that the record raised a genuine dispute of material fact as to whether the handbook and practices altered the at-will relationship.
- The court held that training assurances and related statements were not sufficiently clear and definite promises to support promissory estoppel regarding termination.

## Legal Principles

- Summary judgment is proper only when there is no genuine dispute of material fact and the movant is entitled to judgment as a matter of law; ambiguities and reasonable inferences are resolved for the nonmovant.
- An employee handbook may create contractual limitations on termination when it contains specific, mandatory procedures or promises that a reasonable employee could interpret as binding.
- A conspicuous at-will disclaimer is relevant but not automatically dispositive if other handbook provisions reasonably suggest mandatory, fair, and consistent discharge procedures.
- When handbook language is reasonably susceptible to more than one interpretation concerning discharge rights, interpretation is a fact question for the jury.
- Promissory estoppel in the employment context requires a clear and definite promise; generalized assurances about training or workplace procedures, without a specific commitment limiting termination, are insufficient.

## Conclusion

The court held that conflicting handbook language and evidence of disciplinary practices created a jury question on whether the employer modified at-will employment through mandatory progressive-discipline procedures, but it rejected promissory estoppel because the alleged assurances did not amount to a clear and definite promise restricting termination.


Dillon v. Champion Jogbra, Inc., 819 A.2d 703 (Vt. 2002)