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Wood v. Utah Farm Bureau Insurance Company2/8/2001
er, Syphus points to a conversation with a Farm Bureau manager, which occurred sometime shortly after Wood, Tanner, and Stokes were terminated, as support for an implied-in-fact contract. Syphus claims a Farm Bureau manager told him, "I want you to know what happened [to Wood, Tanner, and Stokes] doesn't apply to you." Without more, this statement is not definite enough to establish an implied-in-fact contract term. Rather, it was in the nature of "'vague encouragement' and 'hyperbolic optimism,' which is insufficient to convey a clear and unequivocal intention to relinquish the right to terminate at will." Robertson v. Utah Fuel Co., 889 P.2d 1382, 1387 (Utah Ct. App. 1995) (holding statement, "Don't you worry about a thing. Get your problem taken care of . . . ." was an insufficient manifestation of intent to relinquish the right to terminate at-will). Even if the conversation were specific enough to operate as an implied-in-fact contract term, Syphus subsequently received the June 30, 1994 letter, which clearly indicates that termination was being considered. The letter would have superseded any promise of retention made in the earlier conversation. See Ryan, 972 P.2d at 401 (ruling implied-in-fact contract terms superseded by later received employee handbook).
Because there was no implied-in-fact contract to modify the Contract signed by Syphus on February 22, 1994, the working relationship remained at-will. Consequently, the date Syphus was terminated is irrelevant, as is the issue of whether Syphus could have met his goals by September 30, 1994. Thus, we conclude that the trial court properly granted summary judgment on Syphus's wrongful termination claim.
IV. Good Faith and Fair Dealing
Plaintiffs next claim Farm Bureau violated an implied covenant of good faith and fair dealing by taking the business records and renewal commissions after terminating Plaintiffs' Contracts. Parties to a contract must exercise their contractual rights in good faith. See Brehany v. Nordstrom, Inc., 812 P.2d 49, 55 (Utah 1991). Good faith and fair dealing means the parties must be faithful to the "'agreed common purpose'" and consistent with "'the justified expectations of the other party.'" Olympus Hills Shopping Ctr., Ltd. v. Smith's Food & Drug Ctrs., Inc., 889 P.2d 445, 451 (Utah Ct. App. 1994) (quoting Restatement (Second) of Contracts ยง 205 cmt. a (1979)). The covenant does not, however, "establish new, independent rights or duties not agreed upon by the parties," nor may the covenant "be used to nullify a right granted by a contract to one of the parties." Brehany, 812 P.2d at 55. In the discussion above we concluded that the records and renewal commissions belong to Farm Bureau under the unambiguous terms of the Contract. Farm Bureau did not breach the covenant of good faith and fair dealing by taking possession of the very records and renewal commissions that it rightfully owned under the Contract.
Plaintiffs also allege Farm Bureau breached the covenant of good faith and fair dealing by encouraging the agents to meet their goals with the promise of future employment, only to fire them when they started to produce. As discussed above, with the possible exception of Stokes, each of the Plaintiffs worked under an at-will arrangement. In that arrangement, either party could terminate the Contract "at any time, with or without cause." Farm Bureau exercised that right, and under an at-will analysis the timing of the terminations is irrelevant. Because a material question of fact remains as to whether an implied-in-fact contract existed between Farm Bureau and Stokes, a question of fact also remains as to whether Farm Bureau breached the covenant of good faith and fair dea
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