Filed 8/26/16 Baltrenas v. Kaiser Foundation Hospitals CA2/1
                  NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for
publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication
or ordered published for purposes of rule 8.1115.


              IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

                                     SECOND APPELLATE DISTRICT

                                                  DIVISION ONE


LAIMA BALTRENAS,                                                   B266356

         Plaintiff and Appellant,                                  (Los Angeles County
                                                                   Super. Ct. No. BC524564)
         v.

KAISER FOUNDATION HOSPITALS
et al.,

         Defendants and Respondents.



         APPEAL from a judgment of the Superior Court of Los Angeles County. Gregory
Keosian, Judge. Affirmed.
         Balesh Law Group and James R. Balesh for Plaintiff and Appellant.
         Miller Law Group, Michele Ballard Miller and Joseph P. Mascovich for
Defendants and Respondents.




                             ______________________________________
       Appellant Laima Baltrenas appeals from the trial court’s grant of summary
judgment for respondents Kaiser Foundation Hospitals (Kaiser) and Dennis Long, her
former supervisor. Baltrenas, a Catholic, argues triable issues of fact remain as to
whether her termination for cause was pretext for Long’s religious animus against her.
We disagree and affirm.
                                    BACKGROUND
       Kaiser hired Baltrenas in 1985 as an analyst in its Information Services
Department. Baltrenas primarily worked in the Core Finance Systems group (CFS),
which maintains and operates financial software applications used by the business arms
of Kaiser. Each business arm using one of CFS’s financial applications “owns” the
application’s software and is called a “Business Application Owner” (BAO).1 Only the
BAO may approve changes to or tests on its software’s coding. In addition, any changes
to or tests on that software must also comply with Kaiser’s internal policies, including its
“Sarbanes-Oxley controls” (SOX controls).2 The SOX controls require personnel to
acquire and document specific types of authorization for testing, coding, or data
manipulation. “The primary goal” of these controls “is to manage the initiation, review,
testing, approval, and implementation and documentation of all proposed changes,” in
part, to “[e]nsure changes do not adversely impact key financial data and controls.”
       Two SOX controls are at issue here, controls 12.14.03 and 12.15.01. SOX control
12.14.03 requires that “[b]usiness, technical and security change requests are required to


       1 The BAO also designates a “Business Application Owner Delegate” (BAOD or
BAO/D) which may operate on the BAO’s behalf. Our analysis does not require us to
distinguish between the two, and for ease of reference we refer to only the BAO.
       2 Congress enacted the Sarbanes-Oxley Act of 2002, 15 United States Code
section 7201 et seq. (SOX), in the wake of several corporate and accounting scandals.
SOX requires, in part, that corporate officers ensure their companies have designed and
maintained internal controls over financial reporting. In the digital age, information
technology departments (commonly referred to as IT departments) play a role in
responsibly implementing and maintaining internal financial controls under SOX.

                                             2
be documented and approved by appropriate authorized individuals within a tracking tool
. . . prior to initiation of all changes as documented in the Change Management Policy
and Procedures.” The control further specifies 13 step-by-step instructions which must
be followed, ranging from the mandatory subject-line of the e-mail requesting changes to
the format the approval must be captured in and saved. SOX control 12.15.01 requires
that “[a]ll changes” must “undergo testing . . . and review to validate application
functionality and data integrity as documented in the Change Management Policy and
Procedures. . . . Sign-off for testing is documented, including those for testing standards,
plans and results, by the appropriate owner (both Business and IT) within a tracking
tool.” Under this control, “[m]anagement ensures that testing occurs in a non-production
environment to ensure the integrity of production data as documented in the Change
Management Policy and Procedures.” More specifically, programmers must obtain
approval from the BAO for the test plans, document all the test results and defects, and
obtain approval from the BAO to finalize and record the test results.
       CFS managers must ensure CFS employees comply with the SOX controls. In
2007, Long became the manager of CFS. In April 2009, Long discovered Baltrenas had
changed an application code by authorizing “changeman packages” without proper
security clearance and without obtaining BAO approval. Long gave Baltrenas a written
warning, and during a meeting to discuss the warning, Baltrenas did not deny she had
violated the SOX controls. Almost a year later, in March 2010, Long again discovered
Baltrenas had changed an application code without obtaining BAO approval. Long again
gave Baltrenas a written warning and met with her to discuss the warning. In Baltrenas’s
2010 performance evaluation, Long again reiterated the need for Baltrenas to comply
with the SOX controls. Long met with Baltrenas to discuss her review and stated in his
declaration that during the meeting “Baltrenas told me that she could not always follow
the SOX controls and that she believed she should do what was in the best interest of her
business clients rather than what her managers instructed her to do.”
       Baltrenas maintains that sometime in 2010, “completely out of the blue, [Long]
asked me: ‘Do you believe in predestination?’ ” Baltrenas explained: “I ranted and

                                             3
raved, as I usually do, for some minutes, voicing my endless opinion. Bottom line: to
summarize my response: ‘Hell, no! I am a Roman Catholic who believes in “free-will”
. . . We make our own destiny!’ . . . After my long and lengthy ranting, he then quietly
said: ‘I do’. I asked: ‘What?’ He quietly stated: ‘I do believe in pre-destination.’ ” She
continued: “From that day onward, Dennis Long’s attitude toward me changed
dramatically: 180 degrees diametrically opposed to his former friendly self.”
Specifically, Baltrenas claimed Long was unfair in his discipline and performance
evaluations. Prior to that point, Baltrenas “would classify [their] working relationship as
excellent. We got along really well. There was even a standing insider routine between
us” where Baltrenas would affectionately “ ‘translate’ ” a coworker’s cryptic speech for
Long.
        On August 8, 2011, Baltrenas complained to Kaiser about Long’s alleged
religiously motivated hostility toward her. During the investigation, Long said he did not
remember having the conversation and, in fact, could not recall having ever discussed
religion at work, although he conceded it was possible he had. Kaiser could not
substantiate Baltrenas’s claim the predestination conversation occurred or that
Baltrenas’s religious beliefs had caused Long to discriminate against her by unfairly
disciplining her and giving her poor performance reviews.
        In January 2011, Kaiser had “matrixed out” or loaned Baltrenas to the Medical
Information Billing Services department. CFS, and specifically Long, however,
maintained administrative control and supervision over Baltrenas. When Baltrenas
switched departments, Kaiser, per standard operation policy, deactivated her “production
access,” which meant she could not “operate in the production environment.” That is,
Baltrenas could not access or manipulate live CFS data or systems. Baltrenas, however,
could access and manipulate a “mirror” of Kaiser’s live data. A “mirror” of data is an
exact copy of live data. It can be manipulated and tested on without any consequences to
the live data. A Kaiser employee testified programmers are generally allowed to run tests
without permission on a mirror because it was like a “sandbox” “for playing around.”



                                             4
The employee noted, however, that a programmer “would run into trouble if” that person
“wanted to grab any sort of data from another system” that was not a mirror.
       While Baltrenas was on loan, Kaiser requested her to reengage with the CFS group
to assist with an operation known as the ePRO Hawaii project. This project was designed
to eliminate the overhead associated with Kaiser’s Hawaii medical billing operations by
creating an interface between Hawaii’s outmoded software systems and a more modern
application using a software called Capital Project Systems (CPS) as the information
broker. Baltrenas maintains that, as was customary at Kaiser and at the direction of her
supervisor, the first step she took on the ePRO Hawaii project was creating a “mock-up”
or prototype. This prototype was to give the BAO “a visual representation of what [the]
proposed project w[ould] be.” This “general overview” would allow the BAO to have
input on the project’s features before programmers delved into building the “nitty-gritty”
of the project’s specific components. Although the parties agree Baltrenas created a
prototype for the ePRO Hawaii project, they disagree how she did so. How Baltrenas
built the prototype is at the center of this case.
       Baltrenas suggests, but does not explicitly contend, she used a mirror to gather
Northern California CPS data similar to the data that would be used in the Hawaii project.
She then “jimmied up” this Northern California data to look like Hawaii data. For
example, she changed “San Francisco” to “Honolulu,” real customer names to “Mickey
Mouse” or “Donald Duck,” vendor codes from “R123” to “VXYZ,” and omitted certain
identifying headers. With this data, which she describes as “fake,” she generated a
“report” using a word processor or “ISPF.”3 It is unclear, however, exactly what this
report contained. At times Baltrenas seemed to describe the report as a demonstration of
what kind of end product the new system would generate, but at other times she seemed
to describe it as an overview of the system itself, including what its interfaces would look
like and which personnel would be entering information. Baltrenas maintains that the


       3 “ISPF”
              stands for Interactive System Productivity Facility. It is software which
allows programmers to build applications.

                                                5
report had “no functionality on its own” and used no “actual data” because she lacked
clearance to access live data and the data she used was a “fake” version of mirrored data.
       Kaiser, on the other hand, argues Baltrenas “developed a design” “and ran tests of
the design using data from a version of the Capital Project System application Kaiser
used in Northern California,” without a testing plan or BAO approval, as required by the
SOX controls. Kaiser characterizes the report Baltrenas generated as “a report of the
testing she ha[d] done using the Northern California Capital Project System data.”
       Inexplicably, the parties failed to include this critical piece of evidence in the
record. Although Baltrenas tries to cast blame on Kaiser for not including the report, she
does not explain her efforts to force Kaiser to produce it during discovery and why, if
Kaiser failed or refused to produce it, she did not pursue sanctions below.
       Whatever the nature of this report, Baltrenas presented it during a meeting on
October 6, 2011, which Long attended. Long immediately reacted negatively to it. An
employee in attendance testified he saw Long do “his turtle thing” and “flinch” when
Baltrenas presented the report. Long explained in his declaration, “After receiving the
report, I became concerned that Ms. Baltrenas had possibly violated the SOX controls
because it appeared that she had performed testing with Northern California data and
prototyped software but did not have any authorizations from a BAO or BAOD and had
not prepared a written test plan.” Long reported his concerns to his supervisor, Robert
“Rocky” Keel. Keel then consulted an “IT human resources business partner,” who
instructed him to investigate what actions Baltrenas had taken and whether they violated
the SOX controls, and also suggested to put Baltrenas on administrative leave pending
completion of the investigation. On October 13, 2011, Keel placed Baltrenas on
administrative leave and independently reviewed Baltrenas’s report. He assessed that
Baltrenas “had made changes to the coding of the Northern California CPS application
and had run a test of those coding changes as part of the CPS conversion project.” He
also determined Baltrenas had done this without a test plan or BAO approval. Keel
concluded Baltrenas had violated SOX controls 12.14.03 and 12.15.01. During his
investigation, Keel consulted with Armik Amirian, “a compliance director for Kaiser’s

                                              6
Corporate Services group,” and provided her with the information he had gathered during
his investigation. Amirian likewise concluded that, if the investigative findings were
correct, Baltrenas had violated the SOX controls.
       Keel concluded Kaiser should terminate Baltrenas because she had violated two
SOX controls on the ePRO Hawaii project; had violated the SOX controls twice in the
past and had been repeatedly warned about the seriousness of future noncompliance; and
had made statements to Long “that she could not comply with the . . . SOX control
policies and do her job and that she thought servicing her clients’ needs was more
important than policy compliance.” A more senior manager and a vice-president agreed
with Keel’s recommendation and authorized him to terminate Baltrenas. Keel had Long
prepare a termination memo and asked Baltrenas to meet with him and Long “to inform
her of her termination.” Baltrenas, however, refused to attend the meeting. Baltrenas
explained, “[T]his meeting was not an opportunity for [me] to voice [my] concerns but a
meeting to deliver the final punishment.” Kaiser terminated Baltrenas for cause on
October 27, 2011. Kaiser did not provide Baltrenas with severance benefits, as she
requested, because she was not entitled them due to her termination.
       Baltrenas sued Kaiser and Long on October 16, 2013. She brought five causes of
action: (1) breach of implied contract; (2) breach of implied covenant of good faith and
fair dealing; (3) wrongful termination in violation of public policy; (4) intentional
infliction of emotional distress; and (5) unfair business practices in violation of Business
and Professions Code section 17200 et seq. After discovery, Kaiser and Long moved for
summary judgment or in the alternative summary adjudication. The court granted
summary judgment. Baltrenas appealed.
                                      DISCUSSION
       On appeal, Baltrenas argues triable issues of material fact remain as to whether
(1) Kaiser breached its implied in fact “good cause” contract; (2) Kaiser breached its
implied covenant of good faith and fair dealing; and (3) Kaiser wrongfully terminated
Baltrenas in violation of public policy. Baltrenas does not argue the court improperly
granted summary judgment as to the causes of action against Long. We consider those

                                              7
arguments waived and address only the remaining causes of action against Kaiser.
(Christoff v. Union Pacific Railroad Co. (2005) 134 Cal.App.4th 118, 126.)
       We review the grant of summary judgment de novo. (Romero v. American
President Lines, Ltd. (1995) 38 Cal.App.4th 1199, 1203 [“in a discrimination case . . . we
must review the matter de novo, granting no particular deference to the trial court
ruling”].) A three-part burden-shifting analysis applies in discrimination termination
actions if no direct evidence of discrimination is offered. (McDonnell Douglas Corp. v.
Green (1973) 411 U.S. 792, 802–804 [93 S.Ct. 1817] (McDonnell Douglas); Guz v.
Bechtel National, Inc. (2000) 24 Cal.4th 317, 354 (Guz).) Baltrenas presented no direct
evidence of discrimination, therefore the burden-shifting test applies. Under McDonnell
Douglas, the plaintiff, first, has the burden to establish a prima facie case of
discrimination. (Guz, at pp. 354–355.) A prima facie case is established “as follows:
‘(1) complainant belongs to a protected class; (2) his job performance was satisfactory;
(3) he was discharged; and (4) . . . his job was filled by an individual of comparable
qualifications not in the protected class.’ ” (Caldwell v. Paramount Unified School Dist.
(1995) 41 Cal.App.4th 189, 200 (Caldwell) [following McDonnell Douglas].) If the
plaintiff establishes a prima facie case, a presumption of discrimination arises. (Guz, at
p. 355.) Second, the burden then shifts to the defendant to rebut this presumption by
demonstrating a legitimate reason for the plaintiff’s termination. (Id. at pp. 355–356.) If
the defendant establishes a legitimate reason for the plaintiff’s termination, the
discrimination presumption “disappears.” (Id. at p. 356.) Third, the burden then shifts
again to the plaintiff to demonstrate the allegedly legitimate reason was actually a pretext.
(Ibid.) These inquiries “are questions of law for the trial court, not questions of fact for
the jury.” (Caldwell, at p. 201.)
A.     Kaiser did not breach any implied “good cause” contract
       1.     We assume for sake of argument Baltrenas was not an at-will employee
       Kaiser argues Baltrenas was an at-will employee and it had and has no obligation
to demonstrate it terminated her for cause. We need not decide this issue. Even
assuming in Baltrenas’s favor she and Kaiser had some kind of implied “good cause”

                                              8
contract, she cannot demonstrate Kaiser’s determination it had cause to terminate her was
the result of discrimination or of an unreasonable or inherently unfair investigation.
       2.     Baltrenas made a prima facie showing
       Baltrenas established a prima facie case under McDonnell Douglas, supra, 411
U.S. 792. Baltrenas easily meets the first and third elements: she belongs to a protected
class as a religious individual and Kaiser discharged her. As to the second element,
whether Baltrenas’s performance was satisfactory, her 26-year career speaks for itself.
Although Baltrenas received warnings and did not have entirely exemplary performance
reviews, these alone are not enough to demonstrate unsatisfactory job performance when
weighed against her 26-year career. (Caldwell, supra, 41 Cal.App.4th at p. 197 [“ ‘The
amount [of evidence] that must be produced in order to create a prima facie case is “very
little” ’ ”].) As to the fourth element, whether a similarly qualified individual who was
not in the protected class filled her job, the record is unclear. Baltrenas did not present
evidence or argument she was replaced; on the other hand, Kaiser did not argue either
that she was replaced by someone also in the protected class or she was not replaced. We
will assume for the sake of argument that Baltrenas was replaced. Finally, Baltrenas
needed to demonstrate by a preponderance of the evidence that her termination was at
least in part motivated by discrimination. (Watson v. Department of Rehabilitation
(1989) 212 Cal.App.3d 1271, 1290.) Although the discrimination evidence she presented
ultimately failed, Baltrenas did offer her declaration, deposition testimony, and other
documents which might have demonstrated discrimination. Baltrenas established a prima
facie case of discrimination.
       3.     Kaiser rebutted the discrimination presumption
       Kaiser conducted an appropriate investigation and honestly determined Baltrenas
had violated company policy.
       In “good cause” termination actions, the question “is not ‘Did the employee in fact
commit the act leading to dismissal?’ ” (Cotran v. Rollins Hudig Hall Internat., Inc.
(1998) 17 Cal.4th 93, 107 (Cotran).) Rather, the question is, “ ‘Was the factual basis on
which the employer concluded a dischargeable act had been committed reached honestly,

                                              9
after an appropriate investigation and for reasons that are not arbitrary or pretextual?’ ”
(Ibid.) This inquiry “focuses on the employer’s response to allegations of misconduct”
rather than on “the ultimate truth of the employee’s alleged misconduct.” (Ibid.) Courts
do not compel any precise type of investigation “as long as the process is inherently fair.”
(King v. United Parcel Service, Inc. (2007) 152 Cal.App.4th 426, 439 (King).)
       Kaiser conducted an appropriate investigation and honestly concluded Baltrenas
had committed a dischargeable act. Long immediately “flinched” when he saw
Baltrenas’s report. Despite repeated warnings about the vital importance of complying
with the SOX controls, it appeared to Long that Baltrenas had, yet again, acted according
to her beliefs that she could disregard the SOX controls when she felt they got in her way.
Long claims that during the meeting “Baltrenas indicated she had already completed a
good portion of the coding necessary to the CPS system for the remediation effort. The
CPS system is a SOX scope application. In this meeting, Laima indicated that the coding
changes she made to the CPS system are ready to move to production. However, No
BAO approval to start work has been obtained. Laima has created a development
changeman package FSCP000284 for these coding changes. [¶] . . . [¶] Screen Prints of
the changeman package and associated components are captured below.” As noted, for
some reason the screen shots of the report were not included in the record.
       Long sent the report to Keel, his supervisor, and explained why he believed
Baltrenas had violated SOX controls. Keel replied to Long, “the fact that coding was
done before BAO/D approval . . . is a real issue. This violates SOX processes . . .
specifically control 12.14.03—Approval to start work (which we have defined as
approval of requirements by the BAO/D).” Keel then continued: “Has any testing taken
place yet? If so (I would hope so if the changes are already staged in a CMAN
package. . .), and there isn’t a Test Plan approved by you or your lead, that also violates
control 12.15.01 which in our process has a definite sequence of approvals requirements
to make sure the test plan is approved by IT Management PRIOR to any testing taking
place.” Keel also agreed the SOX controls covered CPS applications. Keel then
consulted with Amirian, a compliance expert, who expressed that if indeed Baltrenas had

                                             10
done what Long and Keel thought she had, her actions were “highly risky and
noncompliant.” Keel made his own assessment and was not acting as Long’s “cat’s
paw.”
        Baltrenas challenges the sufficiency of this investigative process, arguing that the
SOX controls apply only to live data, and because she lacked a security credential to
access live data it was impossible for Kaiser to have concluded she violated the cited
SOX controls. Baltrenas’s argument is flawed in three respects. First, Baltrenas cited no
evidence that the SOX controls apply only to live data. Moreover, the only evidence in
the record relating to this issue contradicts her assertion. For instance, Long, Keel, and
Amirian all indicated that “any” testing using CPS applications must comply with the
SOX controls. In addition, the policy itself states that the “primary goal” of these
controls “is to manage the initiation, review, testing, approval, and implementation and
documentation of all proposed changes,” in part, to “[e]nsure changes do not adversely
impact key financial data and controls.” (Italics added.) More specifically, SOX control
12.15.01 requires that “[m]anagement ensures that testing occurs in a non-production
environment to ensure the integrity of production data as documented in the Change
Management Policy and Procedures.” (Italics added.) A reasonable interpretation of this
language is that programmers needed approval before running any tests to ensure that the
tests were indeed in a nonproduction environment and could not affect live data. Absent
evidence the SOX controls applied as narrowly as Baltrenas argues, we will not accept
Baltrenas’s bald statement they did.
        Second, despite Baltrenas strongly implying she used a mirror to capture the
Northern California data, there is no evidence in the record proving her assertion; nor is
there any evidence proving exactly how she obtained the data. Although Kaiser does not
argue Baltrenas fraudulently obtained the data, Baltrenas also cannot validate her claims
that she was permitted to access and “massage” the Northern California data as she did.
Third, Baltrenas ran tests without approval on real, but altered, CPS data. It is unclear
how she ran these tests, but presumably she did so using software with an underlying
code. In fact, Long reported that Baltrenas herself had “indicated she had already

                                             11
completed a good portion of the coding necessary to the CPS system,” and those coding
changes were “ready to move to production.” Long’s e-mail to Keel specifically
detailing that “Laima has created a development changeman package FSCP000284 for
these coding changes” also supports that Baltrenas had actually performed some coding
and Long was not merely guessing or accusing that she had. Even if Baltrenas misspoke
or Long misheard whether she had actually written code to test, Long reasonably could
have concluded Baltrenas had run tests using coding on real, albeit manipulated, data
based on Baltrenas’s statements, her report, and the fact that she admitted she may have
used ISPF (a software capable of building applications) in her work.
       Baltrenas also notes many ways the investigation could have been different and, in
her opinion, better. The standard, however, is not whether the investigation was perfect
or how other companies perform investigations or if another investigative method existed
which would have produced results more favorable to Baltrenas. The standard is whether
Kaiser’s investigation was “appropriate” and “honest.” (Cotran, supra, 17 Cal.4th at p.
107.) We conclude that it was. Keel independently investigated Long’s concerns about
how Baltrenas had created her report and consulted with a compliance officer to double-
check his findings. His recommendation to terminate Baltrenas was accepted by not one,
but two other senior executives, Jim Stevens, senior manager/director of corporate
services, and Steve Stock, vice-president of corporate services BIO Financial Portfolio.
These steps were reasonable, and it would be inappropriate for this court to dictate
precisely what additional investigative steps could or should have been taken.
“Flexibility is the signature lesson from Cotran,” and, again, the “Supreme Court is
unwilling to compel employers to undertake a precise type of investigation as long as the
process is inherently fair.” (King, supra, 152 Cal.App.4th at p. 439.)
       Baltrenas’s further complaints about the investigative process are therefore
unavailing. For example, Baltrenas complains that she was not given a chance to defend
herself and cites Silva v. Lucky Stores, Inc. (1998) 65 Cal.App.4th 256 for the proposition
that Kaiser was obligated to afford her such an opportunity. Baltrenas was, however,
afforded such an opportunity, but she chose not to take it: When Long and Keel asked to

                                            12
meet with her, she refused. We will not say Kaiser’s investigation was unreasonable
merely because Kaiser did not afford Baltrenas an opportunity to defend herself earlier in
the investigative process and did not force Baltrenas to attend a meeting to defend
herself. As another example, Baltrenas complains Kaiser failed to interview other
employees, particularly her immediate supervisor, who stated during his deposition that
his initial impression of her report was that it was not in violation of the SOX controls.
This supervisor, however, was admittedly not knowledgeable about the SOX controls
and, in any event, his opinion would have added little to an investigation where three
other higher level employees had determined, based on their SOX expertise and
investigation, that Baltrenas had violated the SOX controls.
       Although perhaps not the most extensive, Kaiser’s investigation was inherently
fair and, based on the evidence in the record, its conclusion Baltrenas violated the SOX
controls was reasonable, even if that conclusion could have been ultimately incorrect.
       4.     Baltrenas failed to demonstrate her termination was pretext
       Baltrenas’s evidence Long’s religiously motivated animus against her caused her
termination is speculative, at best. First, Long does not remember having any
conversations about religion at work, including one about predestination with Baltrenas.
Second, Kaiser could not substantiate Baltrenas’s claim this conversation occurred or that
as a result of it Long began to religiously discriminate against Baltrenas. Third, the
record does not contain any evidence that Keel, or any others involved in the
investigation, knew about the conversation or Long’s alleged discrimination or that their
own animus motivated their actions. Fourth, the discrimination Baltrenas complains of
before her termination appears to be nothing more than routine feedback and discipline.
For example, Baltrenas characterizes Long’s warning to her about her disruptive behavior
during a meeting as unfair and wrongly motivated, but Baltrenas is admittedly prone to
“long and lengthy ranting,” and Long gave specific examples of her behavior he
considered to be disruptive. Fifth, Baltrenas offers no evidence of further conversations
about, comments concerning, or other employees’ reactions to her religious beliefs.



                                             13
       Baltrenas also argues that Long’s June 20, 2011 written warning to her included a
reprimand for taking “PTO” (paid time off) without complying with proper notification
and approval procedures, even though the day she requested was Good Friday and Long
was not her immediate supervisor. Long, however, listed several other instances of
Baltrenas’s noncompliance, and nothing in the record suggests this reprimand was
unjustified or improperly motivated.
B.     Baltrenas’s duplicative claim for breach of the implied covenant of good faith
and fair dealing fails
       Baltrenas argues she expected to receive Kaiser’s severance package; Kaiser
presented no evidence refuting her expectation; in order to deny her the expected
severance package, Kaiser needed to prove that it fired Baltrenas for “cause,” as defined
by Kaiser’s Benefits Plan; and, finally, Kaiser did not have “cause” to fire Baltrenas, but
did so to avoid providing her with a severance package. We disagree. To start, as a
general matter of law, an implied covenant claim is superfluous and disregarded where it
is based on the same acts and contract as in a companion breach of contract claim.
(Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371,
1395.) Here, Baltrenas’s attempt to distinguish her implied covenant claim fails.
Baltrenas is essentially arguing in both claims that Kaiser did not have good cause to
terminate her. As described above, Kaiser’s reasonable investigation and honest
conclusion Baltrenas violated important internal policies were sufficient reasons to find
Kaiser had good cause. In addition, Kaiser’s Benefits Plan defines “cause” as including,
but not limited to, “poor performance, . . . willful violation of the employer’s policies or
rules of conduct; insubordination; . . . or other misconduct.” Nothing in this definition is
exclusive of the definition of “good cause,” which underpinned her breach of contract
cause of action. (Cotran, supra, 17 Cal.4th at pp. 107–108 [defining “ ‘good cause’ ” as
“fair and honest reasons, regulated by good faith on the part of the employer, that are not
trivial, arbitrary or capricious, unrelated to business needs or goals, or pretextual”].) We
affirm the court’s grant of summary judgment on this issue because Baltrenas’s implied



                                             14
covenant claim is superfluous and fails for the same reasons her underlying breach of
contract claim failed.
C.     Baltrenas’s derivative claim for wrongful termination in violation of public
policy likewise fails
       Baltrenas’s claim for wrongful termination in violation of public policy is
“tethered” to her discrimination claim. (See Estes v. Monroe (2004) 120 Cal.App.4th
1347, 1355.) Because her discrimination claim failed, so does her claim for wrongful
termination in violation of public policy. (Hanson v. Lucky Stores, Inc. (1999)
74 Cal.App.4th 215, 229.)
                                     DISPOSITION
       The judgment is affirmed. Kaiser Foundation Hospitals and Dennis Long are
awarded their costs on appeal under California Rules of Court, rule 8.278.
       NOT TO BE PUBLISHED.


                                                 LUI, J.
We concur:


       CHANEY, Acting P. J.


       JOHNSON, J.




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