## Facts

- William J. Pettersen was hired in February 2016 as an associate attorney at Monaghan Safar Ducham P.L.L.C. (the law firm).
- Pettersen’s employment letter stated he was an at-will employee and set his compensation at $55,000 per year plus a $3,000 annual health-insurance stipend, with possible bonuses tied to performance and firm revenues.
- After about six months, following a performance review, the law firm increased Pettersen’s salary by 9% to $60,000.
- Pettersen remained unhappy with his compensation and approached the managing partner, Monaghan, to discuss the firm’s usual partnership track.
- Pettersen told Monaghan he thought it would be reasonable to become a partner and earn $100,000 per year after five years, and that he would need larger annual raises to reach that salary over that period.
- Monaghan agreed Pettersen’s proposed five-year salary/partnership trajectory was “reasonable.”
- Despite that conversation, Pettersen continued looking for other jobs before he later received an annual raise he believed did not match his desired trajectory.
- Pettersen then sent the law firm a letter asserting the firm had breached a promise of a partnership track, stating he had a legal claim, offering to settle, and indicating he would seek other employment.
- The law firm responded that it believed Pettersen had effectively resigned and ended his employment.
- Pettersen sued the law firm for promissory estoppel, unjust enrichment, intentional misrepresentation, and wrongful termination in violation of public policy.
- The Vermont Superior Court granted summary judgment to the law firm, and Pettersen appealed.

## Issues

1. Whether the managing partner’s statement that Pettersen’s proposed five-year partnership/salary trajectory was “reasonable” was a sufficiently clear and definite promise, and whether Pettersen reasonably and detrimentally relied on it, to support promissory estoppel.
2. Whether unjust enrichment is available where an at-will employment agreement set compensation and the employee was paid under that agreement.
3. Whether statements about expected future partnership and salary progression can support an intentional-misrepresentation claim requiring a knowingly false statement of existing fact, justifiable reliance, and damages.
4. Whether ending an at-will employee’s employment after he sent a letter asserting a private compensation-related legal claim and proposing settlement constitutes wrongful termination in violation of public policy.

## Decision

- The Vermont Supreme Court affirmed summary judgment for the law firm on all claims.
- Promissory estoppel failed because the “reasonable” comment about a desired trajectory was not a clear, definite promise of partnership or future pay, and the record did not show reasonable detrimental reliance, including because Pettersen continued searching for other jobs.
- Unjust enrichment failed because Pettersen’s compensation was governed by an express employment agreement and he received the salary and benefits specified by that agreement.
- Intentional misrepresentation failed because the alleged representations concerned future possibilities or opinions about reasonableness, not knowingly false statements of existing material fact, and Pettersen did not show justifiable reliance.
- Wrongful termination in violation of public policy failed because Vermont’s public-policy exception to at-will employment did not cover this type of private wage/advancement dispute, and the firm could treat Pettersen’s letter as a resignation or end the at-will relationship.

## Legal Principles

- Promissory estoppel requires (1) a promise, (2) that the promisor should reasonably expect to induce action or forbearance, (3) that does induce action or forbearance, and (4) enforcement is needed to avoid injustice.
- General discussions about future compensation or advancement—such as agreeing a proposed track is “reasonable”—do not, without more, constitute a clear and definite promise.
- In an at-will employment relationship with written terms stating salary and lack of a fixed duration, a plaintiff faces a high burden to show reasonable detrimental reliance on informal statements about future pay or promotion.
- Unjust enrichment generally is not available when an express contract governs the parties’ relationship and the defendant provided the compensation required by that agreement.
- Intentional misrepresentation requires a knowingly false representation of existing fact, made to induce reliance, plus justifiable reliance and damages; predictions, opinions, and statements about future intentions ordinarily do not meet that standard.
- Vermont recognizes a narrow public-policy limitation on at-will termination, and courts require a clear source of public policy; termination tied to a private compensation dispute and settlement demand does not fit within that exception.

## Conclusion

In *Pettersen v. Monaghan Safar Ducham P.L.L.C.*, the Vermont Supreme Court affirmed summary judgment for the law firm because the managing partner’s statement that a proposed five-year partnership/salary plan was “reasonable” was not a definite promise and did not produce reasonable detrimental reliance, the paid-at-will employment agreement barred unjust enrichment, the challenged statements were not actionable misrepresentations of existing fact, and the termination following Pettersen’s settlement-demand letter did not violate a recognized Vermont public policy.


Pettersen v. Monaghan Safar Ducham P.L.L.C., 256 A.3d 604 (2021)