## Facts

- Spacesaver Systems, Inc. (SSI) is a closely held corporation selling and installing mobile storage systems.
- Ownership was transferred from the founders to their three children: Carla Adam, Amy Hamilton, and David Craig.
- In 2006, amid concerns Craig was stealing from SSI, the siblings revised their employment agreements to add a detailed termination-for-cause provision listing specific grounds (e.g., insubordination, fraud, felony conviction, willful misconduct, breach of loyalty, material breach, material nonperformance).
- The revised employment agreement did not specify a definite term and did not expressly state employment was “at will” or “terminable only for cause.”
- Craig later resigned and sold his shares; Adam and Hamilton each became 50% owners and remained employees.
- Adam and Hamilton’s working relationship deteriorated over disputes about duties and compensation.
- Hamilton, acting as president, terminated Adam by letter without asserting any contract-defined “cause.”
- Adam sued for breach of contract, claiming the agreement permitted termination only for cause; the trial court awarded damages for lost salary and commissions.
- The intermediate appellate court affirmed in relevant part, characterizing the arrangement as a for-cause contract of continuous duration; the state high court granted review to clarify Maryland’s at-will doctrine in this setting.

## Issues

1. Whether a written employment agreement with an express for-cause termination provision but no definite term remains presumptively at-will under Maryland law.
2. Whether such an agreement should be treated as a lifetime contract requiring “special consideration,” or as a different category of employment contract.
3. Whether SSI breached the agreement by terminating Adam without cause.

## Decision

- The Court of Appeals of Maryland affirmed the judgment for Adam.
- A written for-cause provision negates the presumption of at-will employment, even when the contract states no definite duration.
- The contract was neither at-will nor a lifetime contract; it was “continuous for-cause” employment, terminable only for cause as defined in the agreement.
- Because SSI did not terminate Adam for any contractual cause, SSI breached the employment agreement and Adam was entitled to damages.

## Legal Principles

- Maryland presumes indefinite employment is at-will, but an express for-cause provision in a written employment contract displaces that presumption.
- A written agreement that includes for-cause termination terms yet lacks a definite duration is properly classified as “continuous for-cause” employment, not lifetime employment.
- “Special consideration” associated with enforcing lifetime employment promises is not required to enforce a written continuous for-cause agreement.
- When a contract limits termination to specified “cause” grounds, termination without cause constitutes breach and supports expectancy-type damages (e.g., lost compensation) proven at trial.

## Conclusion

Maryland’s highest court held that a detailed for-cause clause in a written employment agreement converts an otherwise indefinite employment relationship into continuous for-cause employment, making termination without cause a breach even though the contract contains no fixed term and does not use “only for cause” language.


Spacesaver Sys., Inc. v. Adam, 98 A.3d 264 (Md. 2014)