## Facts

- Howard L. Wieder, an at-will associate at a New York law firm, worked from June 16, 1986, to March 18, 1988.
- The firm agreed to represent Wieder personally in a condominium purchase and assigned another associate (“L.L.”) to handle the matter.
- L.L. allegedly neglected the transaction for months and concealed the neglect through false statements about its status.
- Wieder reported the misconduct to senior partners, who allegedly acknowledged prior knowledge of L.L.’s dishonesty and similar conduct.
- Wieder demanded that the firm report L.L. to disciplinary authorities, citing DR 1-103(A), which required reporting known professional misconduct.
- The partners allegedly refused, attempted to dissuade Wieder (including by offering reimbursement), and threatened to fire him if he reported L.L.; Wieder initially withdrew a disciplinary complaint after meeting with the Disciplinary Committee.
- Wieder later renewed his demand that the firm report; the firm ultimately reported L.L., and shortly thereafter terminated Wieder.
- Wieder sued for (1) breach of contract based on an implied term requiring compliance with professional ethics rules and (2) wrongful discharge in violation of public policy.

## Issues

1. Whether an at-will associate attorney may state a breach of contract claim by alleging discharge for insisting that the firm comply with DR 1-103(A)’s duty to report attorney misconduct.
2. Whether New York recognizes a tort claim for wrongful discharge in violation of public policy on these facts.

## Decision

- The Court of Appeals modified the dismissal to reinstate the breach of contract claim.
- The court held the complaint adequately alleged an implied contractual obligation, arising from the attorney–law firm relationship, to conduct the practice in compliance with professional ethical rules, including the duty to report misconduct.
- The court affirmed dismissal of the tort claim, declining to recognize a common-law wrongful discharge cause of action based on public policy in the at-will employment context.
- As modified to reinstate the contract cause of action, the judgment was affirmed.

## Legal Principles

- Even in an at-will relationship, a contract may include implied obligations necessary to the relationship’s legitimate purpose, including the implied undertaking not to prevent the other party from carrying out the agreement.
- In the attorney–law firm employment relationship, compliance with governing professional conduct rules may be an implied term because ethical compliance is central to the joint practice of law and the profession’s self-regulatory function.
- Discharging an associate for insisting on fulfilling a core ethical duty (such as reporting misconduct required by DR 1-103(A)) can support a breach of contract claim based on that implied term.
- New York generally does not recognize a tort of wrongful discharge in violation of public policy; changes that would broadly alter at-will employment are left primarily to legislative action, including statutory whistleblower schemes.

## Conclusion

The court permitted an at-will associate’s contract claim to proceed where the alleged discharge frustrated an implied ethical-compliance term intrinsic to the attorney–law firm relationship, but it refused to create a separate public-policy tort remedy for the termination.


Wieder v. Skala, 80 N.Y.2d 628 (N.Y. 1992)