Raghavan v. Boeing Co.10/31/2005
ract that conflicts with the express at-will provision in the application. (See Guz v. Bechtel National, Inc., supra, 24 Cal.4th at p. 340, fn. 10; Camp v. Jeffer, Mangels, Butler & Marmaro, supra, 35 Cal.App.4th at p. 630; Tomlinson v. Qualcomm, Inc., supra, 97 Cal.App.4th at p. 944.)
Raghavan also argues that the at-will provision in the employment application is unenforceable because it is not contained in a fully integrated contract. Not so. "An integration may be partial, as well as complete; that is, the parties may intend that a writing finally and completely express certain terms of their agreement rather than the agreement in its entirety. . . . The parol evidence doctrine applies equally to the partial integration. . . . [ ] . . . [ ] . . . he parties intended the `at will' provisions of [the employment] application to be a final and complete expression of one term of their agreement, incorporated into their employment contract. . . . [ ] It follows that the `at will' provisions of the [employment] application are a partial integration, i.e., a complete and final expression of this term of the parties' agreement, thus precluding any evidence of a prior or contemporaneous collateral agreement at variance with or in contradiction of this term." (Wagner v. Glendale Adventist Medical Center (1989) 216 Cal.App.3d 1379, 1385-1388, citation omitted; accord, Agosta v. Astor (2004) 120 Cal.App.4th 596, 604; Starzynski v. Capital Public Radio, Inc. (2001) 88 Cal.App.4th 33, 37-38; Slivinsky v. Watkins-Johnson Co., supra, 221 Cal.App.3d at pp. 804-806; Camp v. Jeffer, Mangels, Butler & Marmaro, supra, 35 Cal.App.4th at p. 630; but see Harden v. Maybelline Sales Corp. (1991) 230 Cal.App.3d 1550, 1556 [at-will provision in employment application was not an integrated contract and did not preclude the formation of an implied contract to terminate for good cause].) And when Raghavan actually commenced work, he signed the Start Notice, which included several key terms of his employment and provided: ""No promises or commitments have been made to me concerning the length of my employment . . . ."
We also disagree with Raghavan's contention that the at-will provision may not be invoked by BSS because Raghavan signed the employment application when he was seeking a job with HSCC - before Boeing purchased HSCC's stock and changed HSCC's name to BSS.
"It is fundamental . . . that a `corporation is a distinct legal entity separate from its stockholders and from its officers.'" (Merco Constr. Engineers, Inc. v. Municipal Court (1978) 21 Cal.3d 724, 729.) "`Changes in ownership of a corporation's stock will not affect the rights and obligations of the company itself. The corporation survives as an entity separate and distinct from its shareholders even if all the stock is purchased by another corporation.'" (Anspec Co., Inc. v. Johnson Controls, Inc. (6th Cir. 1991) 922 F.2d 1240, 1246, italics added.) As stated in a leading treatise: "As a general rule, a valid transfer of shares, when completed, substitutes the transferee for the transferor as a shareholder in the corporation, with respect both to rights and to liabilities. The transferor ceases to be a shareholder, and has no further rights, and is subject to no further liabilities, as a shareholder. The transferee is vested with all the rights of the transferor in the stock, and holds it on the same conditions and subject to the same liabilities and obligations . . . ." (12 Fletcher, Cyclopedia of the Law of Private Corporations (2004 rev. vol.) ยง 5463, pp. 175-176, fns. omitted, italics added.)
In sum, Raghavan did not have an implied contract requiring good cause for termination. The trial court properly adjudicated the
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