## Facts

- Brook Dore, an advertising professional, was recruited by Arnold Worldwide, Inc. (AWI) for a management supervisor position in its Los Angeles office.
- During recruitment, Dore was told AWI sought someone on a long-term basis and made general statements about his importance to the agency and employee treatment.
- After an oral offer and acceptance, AWI sent a written offer letter confirming the job, compensation, and benefits.
- The letter included an express at-will term stating Dore’s employment was “at will” and that AWI could terminate his employment “at any time,” and stated changes required an authorized written modification.
- Dore signed the letter, acknowledging he read and understood it.
- AWI terminated Dore in August 2001.
- Dore sued for breach of express and implied-in-fact contract (for-cause termination), breach of the implied covenant of good faith and fair dealing, fraud and negligent misrepresentation, and intentional infliction of emotional distress.
- The trial court granted summary judgment for AWI; the Court of Appeal partially reversed, finding potential ambiguity; the California Supreme Court granted review.

## Issues

1. Whether a signed offer letter stating employment is “at will” and terminable “at any time” is ambiguous, permitting extrinsic evidence of an implied-in-fact agreement to terminate only for cause.
2. Whether alleged pre-hire oral assurances can support contract or tort claims when they conflict with an express, signed at-will provision.
3. Whether fraud and negligent misrepresentation claims can survive summary judgment when the plaintiff signed a written at-will agreement inconsistent with the alleged oral promises.

## Decision

- The California Supreme Court reversed the Court of Appeal and reinstated summary judgment for AWI.
- The Court held the offer letter’s at-will language, including the statement that termination could occur “at any time,” was clear and unambiguous as a matter of law.
- Because the writing was unambiguous, extrinsic evidence of pre-hire discussions could not create a triable issue of an implied agreement requiring termination only for cause.
- Dore’s fraud and negligent misrepresentation claims failed because reliance on oral statements inconsistent with the signed at-will letter was unjustified as a matter of law.
- The implied covenant claim could not impose a for-cause limitation contrary to the express at-will term, and related tort claims lacked a predicate wrongful termination theory.

## Legal Principles

- Employment of unspecified duration is presumptively at will; at-will employment may be ended by either party at any time without cause.
- An express written at-will provision stating the employer may terminate “at any time” is not reasonably susceptible to an interpretation requiring cause.
- Extrinsic evidence is admissible to interpret a contract only if the language is reasonably susceptible to the proffered meaning; it cannot be used to contradict an unambiguous at-will term.
- General statements about long-term employment, being “like family,” or similar assurances ordinarily do not constitute enforceable promises of job security when a clear at-will writing governs.
- A plaintiff cannot justifiably rely on prior oral representations that directly conflict with a later, read-and-signed written contract; lack of justified reliance defeats fraud and negligent misrepresentation.
- The implied covenant of good faith and fair dealing cannot add substantive limits inconsistent with the parties’ express agreement, including converting at-will employment into for-cause employment.

## Conclusion

The court held that a signed offer letter expressly stating employment is “at will” and terminable “at any time” unambiguously establishes at-will employment, barring implied for-cause contract theories and defeating fraud-based claims premised on contrary pre-hire oral assurances.


Dore v. Arnold Worldwide, Inc., 39 Cal. 4th 384, 139 P.3d 56 (Cal. 2006)