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March 17, 1994

JAMES JENKINS, Plaintiff (s),


The opinion of the court was delivered by: FERN M. SMITH


 This case presents the question whether an agreement stating that employment was to be at will was an integrated contract that precluded proof of a prior implied agreement to terminate only for cause. For the reasons discussed herein, the Court holds that there was an integrated agreement of at-will employment and accordingly grants defendant's motion for summary judgment.


 In his complaint, plaintiff stated three causes of action: breach of contract, breach of the covenant of good faith and fair dealing, and discrimination in violation of the California Fair Employment and Housing act. (See Complaint PP 7-21.) By order dated December 2, 1993, the Court dismissed plaintiff's third cause of action with prejudice. Defendant now moves for summary judgment on plaintiff's remaining causes of action.


 Defendant is a corporation which operates four fitness centers in the San Francisco Bay Area. One of its spas is in Daly City (the "Serramonte facility"). Defendant has some affiliation with Detroit Health Corporation, which operates fitness centers in Michigan. *fn2"

 In August, 1983, plaintiff began working for Detroit Health Corporation. He held a number of different positions with that organization, the last of which was as area supervisor. In that capacity, he was responsible for overseeing several spas in the Detroit area. In 1988, plaintiff was given the opportunity to move to California and take a position as general manager of defendant's Serramonte facility. The position entailed a step down in responsibility, but it offered the potential for increased earnings through commissions. Plaintiff's ultimate supervisor, Stephen Anderson, initially offered him the position on a three-month trial basis. When plaintiff responded that he would only accept the position on a permanent basis, Anderson agreed.

 After having accepted the position and moved to California, plaintiff signed a two-page document that was labelled "Application for Work." (See Gross Decl., Ex. A1.) At the beginning of the document, plaintiff's name and the date "12/88" were written. The subsequent sections requesting information were all crossed out. At the end of the document plaintiff's signature and the date "12/88" appear twice, in each instance immediately following statements concerning the terms of employment. The first such section provides, in pertinent part:

 Id. (emphasis added). The final section, captioned "Employment Applicant Agreement" in large capitals, provides, in relevant part:

I, the undersigned, understand that I am being considered as a potential employee of Eastern Capital Corp. dba Fitness USA Health Spas (the "Company"), and hereby certify that:
1. I understand that if I am hired, such hiring will not be for any definite period of time. Even though, if hired, I will be paid my wages on a monthly, semi-monthly, or weekly basis, I understand that this does not mean I am being hired for a definite period of time.
2. I understand that if hired, I will be an employee at-will and I can be terminated at any time, with or without cause, with or without notice . . .
3. I understand that this agreement cannot be changed except in a written document signed by me and the Company President.
4. I have been given an opportunity to ask questions regarding Company rules and my potential status as an employee-at-will. No representative of Fitness USA Health Spas has made any promises or other statements to me which imply that I will be employed under any other terms than stated above.
5. I understand that if hired, this Statement is part of the employment arrangement between the Company and me, and will be binding on me.

 Id. (emphasis in original). Plaintiff read at least some of the agreement before signing it. (See Stretch Decl., Ex. A, 164:15-21.) He believed that his signature on the agreement was required to enable him to receive pay. (See Opp. 5:20-22.) Plaintiff did not sign any subsequent agreements modifying the terms of the "application."

 On June 27, 1991, defendant terminated plaintiff's employment because plaintiff was allegedly unable to motivate his employees or generate sales. (See Stretch Decl., Ex. A-2.) Plaintiff subsequently brought this suit.

 Plaintiff's case depends largely upon his allegation that he had an implied agreement with defendant that his employment could be terminated only for good cause. Several factors are alleged to have given rise to this agreement. The Company Employee Policies, which plaintiff received upon commencing employment with Detroit Health Corporation in 1983, list different kinds of conduct for which summary termination is prescribed. (See Stretch Decl., Ex. A-20.) The employee training manual, which plaintiff received at some point during his employment in Detroit, contains a preliminary statement entitled "Outline for Progress." (See Stretch Decl., Ex. A 158:3-22.) This statement informs employees that "you will control your success with this Company by the amount of effort you put forth to learn these duties and responsibilities . . . It's 100% up to you." (Stretch Decl., Ex. E.) Stephen Anderson assured plaintiff, as a condition of his accepting the California position, that his employment in California would be "permanent." (Stretch Decl., Ex. D, P 4.) Finally, the 1991 termination letter requires the ...

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