{ "id": 8524633, "name": "DAVID E. BUFFALOE, Plaintiff v. UNITED CAROLINA BANK, Defendant", "name_abbreviation": "Buffaloe v. United Carolina Bank", "decision_date": "1988-04-19", "docket_number": "No. 8716SC1124", "first_page": "693", "last_page": "697", "citations": [ { "type": "official", "cite": "89 N.C. App. 693" } ], "court": { "name_abbreviation": "N.C. Ct. App.", "id": 14983, "name": "North Carolina Court of Appeals" }, "jurisdiction": { "id": 5, "name_long": "North Carolina", "name": "N.C." }, "cites_to": [ { "cite": "254 S.E. 2d 918", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1979, "opinion_index": 0 }, { "cite": "297 N.C. 298", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8569168, 8569074, 8569204, 8568953, 8569117 ], "year": 1979, "opinion_index": 0, "case_paths": [ "/nc/297/0298-04", "/nc/297/0298-02", "/nc/297/0298-05", "/nc/297/0298-01", "/nc/297/0298-03" ] }, { "cite": "250 S.E. 2d 678", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1979, "pin_cites": [ { "page": "682" } ], "opinion_index": 0 }, { "cite": "39 N.C. App. 450", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8552829 ], "year": 1979, "pin_cites": [ { "page": "454" } ], "opinion_index": 0, "case_paths": [ "/nc-app/39/0450-01" ] }, { "cite": "333 S.E. 2d 490", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1985, "opinion_index": 0 }, { "cite": "314 N.C. 331", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 4686660, 4695653, 4695471, 4689718, 4689592 ], "year": 1985, "opinion_index": 0, "case_paths": [ "/nc/314/0331-03", "/nc/314/0331-01", "/nc/314/0331-05", "/nc/314/0331-02", "/nc/314/0331-04" ] }, { "cite": "328 S.E. 2d 818", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1985, "opinion_index": 0 }, { "cite": "74 N.C. App. 331", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8524570 ], "year": 1985, "opinion_index": 0, "case_paths": [ "/nc-app/74/0331-01" ] }, { "cite": "139 S.E. 2d 249", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1964, "opinion_index": 0 }, { "cite": "263 N.C. 216", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8568880 ], "year": 1964, "opinion_index": 0, "case_paths": [ "/nc/263/0216-01" ] }, { "cite": "341 S.E. 2d 39", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1986, "opinion_index": 0 }, { "cite": "315 N.C. 597", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 4714275, 4718790, 4717073, 4719672, 4715545 ], "year": 1986, "opinion_index": 0, "case_paths": [ "/nc/315/0597-02", "/nc/315/0597-01", "/nc/315/0597-03", "/nc/315/0597-04", "/nc/315/0597-05" ] }, { "cite": "335 S.E. 2d 79", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1985, "opinion_index": 0 }, { "cite": "77 N.C. App. 253", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8521759 ], "year": 1985, "opinion_index": 0, "case_paths": [ "/nc-app/77/0253-01" ] }, { "cite": "356 S.E. 2d 357", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1987, "opinion_index": 0 }, { "cite": "319 N.C. 627", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 4738632 ], "year": 1987, "opinion_index": 0, "case_paths": [ "/nc/319/0627-01" ] }, { "cite": "182 S.E. 2d 403", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1971, "opinion_index": 0 }, { "cite": "279 N.C. 254", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8566604 ], "year": 1971, "opinion_index": 0, "case_paths": [ "/nc/279/0254-01" ] } ], "analysis": { "cardinality": 475, "char_count": 9118, "ocr_confidence": 0.831, "pagerank": { "raw": 8.965444765914833e-08, "percentile": 0.502215573185927 }, "sha256": "475cf18650de6340255a47d0f41990ce486e6c29ebcf57671065f61a805bbb2f", "simhash": "1:387b5cfa5c34200b", "word_count": 1454 }, "last_updated": "2023-07-14T22:39:00.818604+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Judges Phillips and Orr concur." ], "parties": [ "DAVID E. BUFFALOE, Plaintiff v. UNITED CAROLINA BANK, Defendant" ], "opinions": [ { "text": "HEDRICK, Chief Judge.\nPlaintiff contends the trial court erred by granting summary judgment in favor of defendant because genuine issues of material fact existed. Generally, where a contract of employment does not fix a definite term, it is terminable at the will of either party, with or without cause, except in those instances where the employee is protected from discharge by statute. Still v. Lance, 279 N.C. 254, 182 S.E. 2d 403 (1971). It is undisputed in this case that plaintiff had no written contract, and plaintiff testified that his employment term was \u201cindefinite.\u201d He argues, however, that his employment was terminated in violation of G.S. 55-34(d), which provides:\n(d) Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.\nSince plaintiffs employment was not terminated by the board of directors, he argues he was wrongfully discharged. We disagree. G.S. 55-34(d) states that \u201c[a]ny officer or agent elected or appointed by the board of directors may be removed by the board of directors. . . .\u201d [Emphasis added.] Chapter 55, the Business Corporation Act, uses the terms \u201cshall\u201d and \u201cmay.\u201d The term \u201cshall\u201d indicates intent to make a provision mandatory while \u201cmay\u201d is used when the intent is to make a provision permissive. Therefore, the board of directors may remove an officer, but there is no indication it is mandatory that the board do so. For this reason, this case is not outside of the scope of the employment-at-will doctrine.\nPlaintiff also argues the corporate by-laws mimic G.S. 55-34(d) and therefore make the employment-at-will doctrine inapplicable. We disagree for the same reasons as in our discussion of G.S. 55-34(d) and because plaintiff has alleged nothing that would indicate standing to compel performance of by-laws. See G.S. 55-18.\nPlaintiff next argues he provided additional consideration for his employment and this makes the employment-at-will doctrine inapplicable. He contends he moved from a branch of defendant\u2019s bank in Charlotte to one in Lumberton because he was induced by defendant\u2019s employment manual and by Michael Uzzell to believe that he would be fired only for \u201cillegal, immoral or unethical conduct.\u201d\nEven though defendant\u2019s employment manual does state this policy, it is not a part of the contract between plaintiff and defendant. It is undisputed that the policy was unilaterally promulgated by defendant. It is well-settled law in North Carolina that unilaterally promulgated employment manuals or policies do not become part of the employment contract unless expressly included in it. Harris v. Duke Power Co., 319 N.C. 627, 356 S.E. 2d 357 (1987); Walker v. Westinghouse Electric Corp., 77 N.C. App. 253, 335 S.E. 2d 79 (1985), disc. rev. denied, 315 N.C. 597, 341 S.E. 2d 39 (1986). No evidence was presented by plaintiff that the manual was included in the contract between plaintiff and defendant.\nPlaintiff argues further, however, that Michael Uzzell induced him to believe he would be fired only for \u201cillegal, immoral or unethical conduct,\u201d and that these promises became part of his contract with defendant because they were made in consideration for his promise to move to Lumberton. Plaintiff contends this additional consideration removes the employment from the scope of the at-will doctrine.\nWithout a finding that plaintiffs move constituted additional consideration, Uzzell\u2019s alleged promise would be nothing more than gratuitous. Tuttle v. Lumber Co., 263 N.C. 216, 139 S.E. 2d 249 (1964). Plaintiff cites Sides v. Duke University, 74 N.C. App. 331, 328 S.E. 2d 818, disc. rev. denied, 314 N.C. 331, 333 S.E. 2d 490 (1985), to show that his move to Lumberton was additional consideration. In Sides, the plaintiff left a job in Michigan to take a job in North Carolina, thus foregoing career opportunities. In this case, plaintiff testified that he did not forego any other employment opportunities, and he merely moved in order to receive a promotion within the same bank. In Burkhimer v. Gealy, 39 N.C. App. 450, 454, 250 S.E. 2d 678, 682, disc. rev. denied, 297 N.C. 298, 254 S.E. 2d 918 (1979), this Court held that there was additional consideration when an employee \u201cremov[ed] his residence from one place to another in order to accept employment. . . .\u201d Plaintiff moved in order to get a promotion and not to accept a new job. We hold this was not sufficient additional consideration to remove this case from the employment-at-will doctrine.\nFinally, plaintiff argues he \u201cwas not an employee at will because his election to a one year term fulfills the requirement of employment for a specified duration.\u201d We disagree. The election of officers to a one-year term is not a part of plaintiffs bargained-for contract. The record indicates plaintiff did not even know officers were elected annually. The election of officers was clearly a timetable adopted unilaterally by defendant and does not represent a contractual agreement as to a specific term of employment. This argument is without merit.\nThe judgment appealed from is\nAffirmed.\nJudges Phillips and Orr concur.", "type": "majority", "author": "HEDRICK, Chief Judge." } ], "attorneys": [ "Susan D. Crooks and G. Eugene Boyce for plaintiff, appellant.", "Haynsworth, Baldwin, Miles, Johnson, Greaves and Edwards, P.A., by Robert S. Phifer and Gregory P. McGuire, for defendant, appellee." ], "corrections": "", "head_matter": "DAVID E. BUFFALOE, Plaintiff v. UNITED CAROLINA BANK, Defendant\nNo. 8716SC1124\n(Filed 19 April 1988)\n1. Master and Servant \u00a7 10\u2014 discharge of bank employee \u2014 termination by board of directors not required\nThere was no merit to plaintiffs contention that his employment, which was for an indefinite term, was terminated in violation of N.C.G.S. \u00a7 55-34(d) because it was not accomplished by the board of directors of defendant bank, since that statute merely provides that the board of directors may remove an officer, but it is not mandatory that the board do so.\n2. Master and Servant \u00a7 8\u2014 employment manual not part of contract\nEven though defendant\u2019s employment manual stated that plaintiff would be fired only for \u201cillegal, immoral or unethical conduct,\u201d the policy was unilaterally promulgated by defendant and therefore was not a part of the contract between plaintiff and defendant.\n3. Master and Servant \u00a7 10\u2014 move between cities for promotion \u2014 no additional consideration \u2014 employment at will doctrine still applicable\nPlaintiffs move from defendant\u2019s bank in Charlotte to its bank in Lumber-ton in order to receive a promotion was not sufficient additional consideration for employment to remove this wrongful discharge action from the employment at will doctrine.\n4. Master and Servant 8 10\u2014 bank officer elected for one-year term \u2014officer still employee at will\nThere was no merit to plaintiffs argument that he was not an employee at will because his election to a one-year term as an officer of defendant bank fulfilled the requirement of employment for a specified term, since the election of officers was clearly a timetable adopted unilaterally by defendant and did not represent a contractual agreement as to a specific term of employment.\nAPPEAL by plaintiff from Williams, Judge. Judgment entered 6 June 1987 in Superior Court, ROBESON County. Heard in the Court of Appeals 6 April 1988.\nThis is a civil action for damages caused by wrongful discharge. Plaintiff was an employee o\u00ed defendant and in 1982 left defendant\u2019s Charlotte branch and took a position as Vice President and City Officer of defendant\u2019s Lumberton branch. In August 1985, plaintiff requested that Michael Uzzell, Senior Vice President and Regional Executive of defendant, investigate some problems with personnel at the Lumberton branch.\nAfter Uzzell\u2019s investigation, he consulted with Ed Kizer, Executive Vice President, and Thomas Nicholson, Senior Vice President in charge of Human Resources. They decided plaintiff should be removed from his position because of the personnel problems. Kizer and Nicholson then discussed the situation with Rhone Sasser, President and Chief Executive Officer, who agreed plaintiff should be removed. On 17 September 1985, Uzzell informed plaintiff that he had \u201clost his effectiveness as a leader,\u201d and that his employment was terminated. On 24 September 1985, Kizer reported plaintiffs termination to the Executive Committee of defendant\u2019s Board of Directors. The committee concurred with replacement of plaintiff. The minutes of this meeting were later approved by the Board of Directors, and on 24 January 1986, in accordance with plaintiffs termination, the Board of Directors did not re-elect plaintiff as an officer.\nPlaintiff filed a complaint for wrongful discharge, making six claims for relief. Defendant moved to dismiss the claims, and on 20 December 1986 the court dismissed claims three, four, five and six. Both plaintiff and defendant then moved for summary judgment as to the remaining claims, and on 6 June 1987 summary judgment was granted for defendant. Plaintiff appealed.\nSusan D. Crooks and G. Eugene Boyce for plaintiff, appellant.\nHaynsworth, Baldwin, Miles, Johnson, Greaves and Edwards, P.A., by Robert S. Phifer and Gregory P. McGuire, for defendant, appellee." }, "file_name": "0693-01", "first_page_order": 721, "last_page_order": 725 }