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Woodward v. BBT Securities LLC

United States District Court, N.D. Alabama, Southern Division

July 30, 2018

MAYO WOODWARD, Plaintiff,
v.
BBT SECURITIES, LLC, MICHAEL OWEN, ET AL., Defendants.

          MEMORANDUM OPINION

          KARON OWEN BOWDRE, CHIEF UNITED STATES DISTRICT JUDGE.

         Before 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).[1]

         As more 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.

         I. FACTUAL BACKGROUND

         Details Regarding Woodward's Position with BB&T

         Plaintiff 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.

         The 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.

         Following 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 Manager.”

         The 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.

         After 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).

         After 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).

         As 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).

         Complaints Regarding Mr. Woodward's Job Performance & Conduct

         During 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).

         On 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).

         On June 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 ...


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