## Facts

- Robert S. Ohanian worked for Avis for about 13 years and became Vice President of Sales for the Western Region, which was profitable during a depressed economic period.
- Avis’s Northeast Region was performing poorly, and senior management sought to transfer Ohanian to revive it.
- Ohanian resisted relocating from San Francisco due to family and career concerns and fear of headquarters politics.
- An Avis manager orally assured Ohanian that his job was secure and that he would not be fired unless he “screwed up badly,” and testimony also suggested severance would be provided if problems arose.
- Relying on these assurances, Ohanian accepted the transfer and relocated.
- In connection with relocation benefits, Ohanian signed a company form selecting a relocation plan; the preprinted form stated employment was terminable at any time by either party and included a clause stating there were no other agreements or understandings regarding the relocation and position change.
- Ohanian testified he understood the form as addressing relocation benefits, not altering the earlier job-security assurances.
- After relocating, Ohanian was promoted to a national role at headquarters; after he sought to return to his prior regional role, Avis discharged him without severance.
- A jury awarded Ohanian roughly $304,693 for lost wages and pension benefits based on breach of an oral for-cause “lifetime” employment contract, plus about $23,100 for bonuses and moving expenses.

## Issues

1. Whether an oral “lifetime” or “permanent” employment contract terminable only for just cause is unenforceable under New York’s Statute of Frauds as incapable of performance within one year.
2. Whether the signed relocation form with at-will language and an “entire understanding” clause was an integrated agreement barring proof of prior oral job-security promises under the parol evidence rule.
3. Whether the evidence of assurances that Ohanian would not be terminated unless he “screwed up badly” was sufficiently definite to rebut New York’s presumption of at-will employment.
4. Whether the damages award required a new trial as excessive, speculative, or inadequate.

## Decision

- The Second Circuit affirmed the judgment for Ohanian and rejected both Avis’s appeal and Ohanian’s cross-appeal on damages.
- The court held the oral for-cause lifetime employment promise was not barred by the Statute of Frauds because it could be fully performed within one year if just cause for termination arose within that period.
- The court upheld the jury’s finding that the relocation form was not intended as a fully integrated employment contract and thus did not bar proof of the earlier oral assurances.
- The court found sufficient evidence for the jury to conclude Avis made an enforceable promise of employment terminable only for cause.
- The court upheld the damages awards as supported by the record.

## Legal Principles

- Under New York law, the Statute of Frauds bars only those agreements that, by their terms, cannot be performed within one year; improbability of completion within a year is not enough.
- An oral lifetime or permanent employment agreement terminable for just cause may fall outside the Statute of Frauds because the contract is capable of completion within a year upon the occurrence of a condition permitting termination for cause.
- Whether a writing is a complete integration that triggers the parol evidence rule is generally a question of intent; a document primarily addressing relocation benefits may not integrate or supersede separate employment-security terms.
- New York presumes employment is at will absent an express agreement to the contrary; specific, promissory assurances tied to termination only for serious misconduct can support a finding of an enforceable for-cause employment contract.
- Damages for wrongful discharge may include lost wages and related benefits when supported by evidence and when the jury’s calculation falls within a reasonable range.

## Conclusion

The Second Circuit upheld a jury verdict enforcing an oral promise that an employee would be terminated only for cause, ruling that such a “lifetime” employment agreement was not automatically barred by the Statute of Frauds and that an at-will relocation-benefits form did not necessarily integrate employment terms or preclude proof of prior job-security assurances.


Ohanian v. Avis Rent A Car Sys., Inc., 779 F.2d 101 (2d Cir. 1985)