## Facts

- Beverly K. Ferrera worked for Neodata Services (A.C. Nielsen Co.) from 1980 until her termination in January 1987.
- Neodata issued employee handbooks in 1982 and 1986; Ferrera received the 1986 handbook and signed an acknowledgment that she read it.
- The 1986 handbook contained (1) a prominent first-page “IMPORTANT” disclaimer stating it was not a contract and policies could change without notice, (2) a reservation of management’s discretion to discharge employees when warranted, and (3) a clause stating it superseded all prior handbooks.
- In 1985, Neodata suspended Ferrera after concluding she falsified a time card.
- In January 1987, Neodata again concluded Ferrera falsified a time card and discharged her.
- Ferrera sued for wrongful discharge, asserting that the handbooks created enforceable limits on at-will termination under implied-contract and promissory-estoppel theories; she emphasized the 1982 handbook only after discovery.

## Issues

1. Whether the trial court committed reversible error by granting summary judgment on a ground not raised by the parties without adequate notice.
2. Whether the employee handbooks created enforceable limits on Neodata’s right to discharge Ferrera under implied-contract or promissory-estoppel theories, given the 1986 handbook’s disclaimer and supersession clause.

## Decision

- The Colorado Court of Appeals affirmed summary judgment for Neodata.
- Any procedural error from granting summary judgment on an unbriefed ground was harmless because Ferrera was later given an adequate opportunity to address the dispositive issue and submit additional materials.
- The 1986 handbook’s clear, conspicuous disclaimer and supersession clause prevented the handbook from creating contractual obligations and made reliance on any alleged job-security promises unreasonable as a matter of law.
- The 1982 handbook did not preserve enforceable rights after the 1986 handbook expressly superseded prior handbooks.

## Legal Principles

- A trial court’s reliance on an unraised summary-judgment ground is not reversible if the nonmoving party ultimately has a fair opportunity to respond and no substantial right is affected (harmless-error rule).
- In Colorado, employer policies in a handbook may create enforceable obligations only if they contain sufficiently definite commitments that the employer should reasonably expect employees to treat as binding.
- A clear and conspicuous disclaimer stating the handbook is not a contract, combined with an employer’s express reservation of unilateral policy change, negates contractual intent and defeats implied-contract claims based on the handbook.
- Promissory estoppel requires reasonable detrimental reliance; reliance on alleged job-security promises is unreasonable where an employee receives a prominent noncontractual disclaimer and acknowledges reading it.
- A supersession clause in a later handbook can extinguish any contractual or quasi-contractual expectations arguably created by earlier handbook language.

## Conclusion

The court upheld summary judgment for the employer because the 1986 handbook unambiguously disclaimed contractual effect and superseded prior handbooks, defeating both implied-contract and promissory-estoppel theories, and any summary-judgment procedure irregularity was harmless in light of the employee’s post-judgment opportunity to address the dispositive issue.


Ferrera v. A.C. Nielsen Co., 799 P.2d 458 (Colo. Ct. App. 1990)