United States District Court, N.D. Alabama, Southern Division
OWEN BOWDRE, CHIEF UNITED STATES DISTRICT JUDGE.
the court is Defendant BB&T Securities, LLC's Motion
for Summary Judgment. (Doc. 28). Plaintiff Woodward asserts
three counts against BB&T: 1) breach of his alleged
employment contract; 2) breach of an implied covenant of good
faith and fair dealing regarding the alleged employment
contract; and 3) defamation. (Doc. 3).
fully explained below, the court finds that Mr. Woodward was
an at-will employee of BB&T. Therefore his first two
claims regarding an alleged employment contract fail as a
matter of law. The court also finds that the comments
BB&T published regarding Mr. Woodward's employment
performance were not false and defamatory. Therefore, the
court will GRANT BB&T's motion for summary judgment
as to all three counts.
Regarding Woodward's Position with BB&T
Woodward is a Registered Financial Consultant who maintains
Financial Industry Regulatory Authority licenses, as well as
licenses to sell health and life insurance. (Doc. 29 at 5).
Defendant BB&T manages securities for retail clients, and
recruited Mr. Woodward to open and manage a BB&T Complex
in Birmingham, Alabama. BB&T offered Mr. Woodward the
position of Producing Branch Complex Manager through an offer
letter on January 21, 2015.
offer letter provided that Mr. Woodward's salary had two
components: 1) a semimonthly salary of $1, 000, and a
one-time bonus of $20, 000 conditioned on his signing a
Repayment Plan; and 2) a “declining semi-monthly
guarantee non-recourse payment” for his first four
years of employment. (Doc. 30-2 at 110). The letter then
explained the guarantee nonrecourse payment schedule and
provided the yearly amounts that Mr. Woodward would receive.
the payment plan explanation, the offer letter provided that,
beginning in January 2019, Mr. Woodward would no longer
receive any “guaranteed” payment above his
standard $24, 000 annual salary. The letter explained that
the incentives associated with Mr. Woodward's performance
in developing the Birmingham market would offset the decline
in his guarantees, but further cautioned that “[t]his
guarantee is contingent upon [Mr. Woodward's] continued
employment in the role of Producing Branch Complex
letter also contained a merger clause, providing that
“[t]his letter states our whole agreement with
reference to your offer of employment…for only the
position of Producing Branch Complex Manager.” Finally,
the letter contained the following warning: “If you
accept this offer, please be aware that it is with the
understanding that you will be employed at-will, which means
that you may terminate your employment at any time and that
BB&T may terminate your employment at any time, for any
reason not prohibited by applicable law.” Mr. Woodward
placed a check mark next to the statement reading “I
accept the employment offer as set forth in this letter,
” and then signed and dated the letter.
accepting BB&T's employment offer, Mr. Woodward and
BB&T entered into a “New Hire Agreement” on
January 28, 2015. (Doc. 30-2 at 113). The agreement contains
a clause asserting that “[n]othing in this Agreement
establishes an employment relationship other than one
terminable at will by either of the parties.”
(Id. at 113-14). The very next paragraph states that
“[Mr. Woodward] represents and declares that he has
carefully read this Agreement and knows the contents thereof
and that he signs the same freely and voluntarily.”
(Id. at 114).
hiring Mr. Woodward, BB&T presented him with an employee
handbook. The handbook stated that it was not a contract of
employment, and under the heading “Employment
Relationship, ” the first paragraph reads as follows:
Your employment with the Corporation is an at-will
employment. This means your employment may be terminated at
any time with or without notice by the Corporation and you
may quit your employment with the Corporation at any time.
Nothing in this handbook should be considered to alter the
at-will nature of your employment with the corporation.
(Doc. 30-1 at 68).
Producing Branch Complex Manager, Mr. Woodward's
“primary purpose” included “establishing
direction, creating business plans with specific revenue and
profit objectives, aligning associates, and providing
motivation and inspiration in the execution of business
plans.” (Doc. 30-2 at 120). His “essential duties
and responsibilities” included providing leadership to
the Financial Advisors and staff employed at the Birmingham
Complex by communicating “a clear vision of the future,
acting as a positive role model, empowering staff to do their
job, influencing others, building trust, and presenting a
positive and professional presence within the
community.” (Doc. 30-2 at 120).
Regarding Mr. Woodward's Job Performance &
Mr. Woodward's employment with BB&T, several
individuals lodged complaints regarding his work performance
and conduct. Diann Fox, a Regional Associate Relations
Manager at BB&T, recorded the complaints regarding Mr.
Woodward in an investigation file, which she kept in the
ordinary course of business. (Doc. 30-9).
April 13, 2015, a BB&T employee named Caroline Dallas
complained to Ms. Fox that Mr. Woodward made her feel
uncomfortable. She alleged that he “encroached on her
space, always ended up behind her desk looking over her
shoulder, seemed to convey to clients that their working
relationship was closer than it really was, ” and that
she was “reluctant to communicate with him, because
instead of returning a call, he always [came] to see
her.” (Doc. 30-9 at 6).
15, 2016, Mr. Woodward's direct supervisor, Mike Owen,
reported to Ms. Fox that he had found inaccuracies between
Mr. Woodward's communications with one of his Financial
Advisors versus what Mr. Woodward included in the Financial
Advisor's performance review. Ms. Fox noted in her
investigation file that while Mr. Woodward was an excellent
recruiter, he did not “nurture the new ...