## Facts

- Emery-Waterhouse Co. was a hardware wholesaler and franchisor that also owned retail stores.
- The company’s president recruited Timothy B. Stearns, then a long-time Sears manager earning about $99,000 annually in Massachusetts, to run Emery-Waterhouse’s retail operations in Maine.
- Stearns was concerned about leaving Sears due to job security and his age (50), but he engaged in meetings and store visits in Maine during negotiations.
- A key meeting produced disputed terms; the jury found an oral agreement to employ Stearns until age 55 at a guaranteed salary of $85,000 per year.
- The alleged agreement was never put in writing.
- Stearns resigned from Sears, moved to Maine, and began work as director of retail sales at $85,000 per year, holding the position for nearly two years.
- In December 1986, Stearns was removed from that role and reassigned as national accounts manager at $68,000 annually.
- About six months later, after an acquisition, Emery-Waterhouse eliminated Stearns’s job and terminated him before age 55.

## Issues

1. Whether detrimental reliance on an employer’s oral promise of employment for a term exceeding one year permits enforcement via promissory estoppel despite the Statute of Frauds.
2. Whether the employee produced clear and convincing evidence of fraud sufficient to avoid the Statute of Frauds.

## Decision

- The Law Court vacated the judgment for Stearns and remanded with instructions to enter judgment for Emery-Waterhouse.
- The court held the alleged contract (employment until age 55) was not performable within one year and therefore fell within Maine’s Statute of Frauds requiring a writing.
- The court rejected the use of promissory estoppel based solely on detrimental reliance to defeat the Statute of Frauds in this employment context.
- The court concluded Stearns failed to prove fraud by clear and convincing evidence and therefore no exception to the Statute of Frauds applied.

## Legal Principles

- Under Maine’s Statute of Frauds, an agreement not to be performed within one year is unenforceable unless memorialized in a writing that satisfies the statute.
- An oral employment contract for a definite term exceeding one year (including employment to a stated retirement age) falls within the Statute of Frauds.
- In Maine employment cases, detrimental reliance alone does not permit promissory estoppel to override the Statute of Frauds.
- Equitable avoidance of the Statute of Frauds based on fraud requires clear and convincing proof, including evidence of fraudulent intent at the time the promise was made.

## Conclusion

The court enforced the Statute of Frauds against an alleged oral agreement for employment to age 55, holding that an employee’s reliance-based actions (resignation and relocation) did not, without clear and convincing proof of fraud, permit enforcement of a long-term oral employment promise.


Stearns v. Emery-Waterhouse Co., 596 A.2d 72 (Me. 1991)