## Facts

- William J. Marsh began working for Coleman Company on February 15, 1960, and later became Director of Manufacturing for a division within the company.
- On November 18, 1963, Marsh and Coleman entered a written employment agreement that did not expressly provide a fixed term of employment.
- Marsh alleged that senior company officials gave oral assurances that he would remain employed if he performed satisfactorily.
- Marsh alleged he relied on those assurances by not seeking other employment opportunities.
- Coleman terminated Marsh on or about January 20, 1988, and offered a severance package that Marsh accepted.
- Marsh filed suit on January 19, 1990, asserting federal age-discrimination and state wrongful-termination theories; he did not initially plead fraud.
- On December 31, 1990, Marsh amended his complaint to add a Kansas-law fraud claim based on alleged job-security misrepresentations made years before termination.
- Coleman moved for partial summary judgment on the state-law implied-contract and fraud claims.

## Issues

1. Whether the fraud claim added by amended complaint was barred by Kansas’s two-year statute of limitations for fraud and, if so, whether it related back under Federal Rule of Civil Procedure 15(c).
2. Whether the record entitled Coleman to summary judgment on Marsh’s implied employment contract theory, including implied modification of the 1963 written agreement by policies, practices, and course of dealing.

## Decision

- The court granted partial summary judgment for Coleman on the fraud claim.
- The court held the fraud claim was time-barred and did not relate back under Rule 15(c) because it depended on conduct different in time and character from the original pleading.
- The court also found the fraud claim failed on the merits because Marsh did not present clear and convincing evidence of fraudulent intent or justifiable reliance.
- The court denied summary judgment on the implied-contract claim, holding that a genuine dispute of material fact existed as to whether Coleman’s conduct and policies impliedly modified the written employment relationship or otherwise limited Coleman’s termination discretion.

## Legal Principles

- Under Rule 15(c), an amended claim relates back only when it arises from the same conduct, transaction, or occurrence described in the original pleading, such that the defendant had fair notice of the factual basis for the new claim.
- A fraud claim under Kansas law is subject to a two-year limitations period and requires clear and convincing proof of a false representation, knowledge of falsity, intent to induce reliance, justifiable reliance, and resulting damages.
- Generalized job-security reassurances, without evidence of intent to deceive at the time made and without reasonable reliance in context, may be insufficient to establish actionable fraud.
- Under Kansas law, an employment relationship reflected in a written agreement may be modified by implied-in-fact terms inferred from employer policies, practices, representations, and the parties’ course of conduct; whether such modification occurred is commonly a fact question not suitable for summary judgment when supported by record evidence.

## Conclusion

The court dismissed Marsh’s fraud claim as untimely and not saved by relation back, and alternatively unsupported by clear and convincing evidence, but allowed the implied employment contract theory to proceed because the evidence created a triable dispute over whether Coleman’s policies and practices limited its right to terminate Marsh.


Marsh v. Coleman Co., 774 F. Supp. 608 (D. Kan. 1991)