
USCA1 Opinion

	




                                For the First Circuit                                ____________________       No. 96-2326                                  JAMES A. STEINKE,                                Plaintiff, Appellant,                                         v.                          SUNGARD FINANCIAL SYSTEMS, INC.,                                Defendant, Appellee.                                ____________________                    APPEAL FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                   [Hon. Richard G. Stearns, U.S. District Judge]                                ____________________                                       Before                                Stahl, Circuit Judge,                                Lynch, Circuit Judge,                         and O'Toole,* U.S. District Judge.                                ____________________            Margaret S. Garvey                             , with whom                                          Wm. David Byassee                                                         ,                                                            Freeborn & Peters                                                                            ,       David C. Casey, Thomas A. Bockhorst, and Peckham, Lobel, Casey, Prince       & Tye, were on brief for appellant.            Mark                  Blondman, with whom  Scott                                             F.                                                 Cooper, Blank                                                               Rome                                                                     Comisky                                                                             &       McCauley, and  Testa,                                Hurwitz                                        &                                           Thibeault,                                                       LLP, were on brief for       appellee.                                ____________________                                   August 6, 1997                                ____________________       _____________________       *Of the District of Massachusetts, sitting by designation.                      STAHL, Circuit Judge. Plaintiff-appellant James A.            Steinke appeals the district court's grant of summary judgment            in favor of defendant-appellee SunGard Financial Systems, Inc.            ("SFS") on his breach of contract and promissory estoppel            claims. We affirm.                                     Background                      We state the facts in the light most favorable to the            party opposing summary judgment.   See  Hoeppner v.  Crotched            Mountain Rehabilitation Ctr., 31 F.3d 9, 14 (1st Cir. 1994).                      Steinke is a former SFS employee. SFS, a wholly-            owned subsidiary of SunGard Data Systems, Inc., develops and            sells computer software used for investment and financial            purposes. In 1992, SFS decided to create a brokerage division            called "Phase3"  to develop software applications for the            securities industry and specifically to compete with Security            Industrial Software ("SIS"). SIS was a multi-service company            whose primary business involved providing software and related            services to self-clearing broker dealers. In 1992, Steinke was            the President and Chief Executive Officer of SIS. In December            1992, Citicorp/Quotron, SIS's parent corporation, decided to            sell SIS to a company called ADP.                                            1.  In April 1993, Phase3 was renamed SunGard Brokerage            Systems. For purposes of clarity, however, we substitute the            name Phase3 for SunGard Brokerage Systems as the relevant            entity throughout this opinion.                                         -2-                                          2                      When Dr. David Wismer, President and Chief Executive            Officer of SFS, learned of ADP's acquisition of SIS, he thought            Steinke might become available to head Phase3 and immediately            began to recruit Steinke to come to Waltham, Massachusetts to            lead Phase3. SFS's first efforts to recruit Steinke began in            April or May 1992, when Wismer told Steinke that he understood            SIS was well run and that he could use that type of management            at Phase3. Late in 1992, Steinke attended a presentation that            Wismer and James Mann, Chairman and Chief Executive Officer of            SunGard Data Systems, made to Quotron. During this            presentation, Wismer and Mann discussed with Quotron the            possibility of SunGard Data Systems acquiring SIS. Mann also            told Steinke during the meeting that if Steinke was to work for            SFS, he would have one year to get to know the operations of            Phase3 and two years after that to "conquer the ADP market."                      In early February 1993, Steinke met with Wismer at            Stapleton International Airport in Denver to discuss possible            employment at SFS. During this meeting, Wismer told Steinke            that he wanted him to fill Phase3's need for professional            management. Wismer informed Steinke that SFS expected him to            take three years to acquire former SIS customers and to reach            Phase3's $50 million annual revenue target.                       Later that month, Steinke met with Fraser Chambers,            Executive Vice President of SFS's Eastern Region. Steinke            inquired as to how SFS funded its divisions; Chambers responded                                         -3-                                          3            that funding would be available if Steinke returned profits            over a three-year period.                      Over the weekend of February 19-20, 1993, Steinke            attended an SFS meeting in Naples, Florida. In Naples, Steinke            met with a variety of SFS personnel, including Wismer,            Chambers, and Mann, in order to finalize the terms of his            employment with SFS. Wismer informed Steinke that he was in            the process of putting together an offer letter for Steinke.            The SFS executives also reiterated that SFS senior executives            were rated by their performance over a three-year period.            Wismer in particular indicated that Steinke would have three            years to "show his mettle" at SFS by achieving the aggressive            financial results SFS demanded of its Phase3 division. Wismer            told Steinke that SFS might not make its numbers in 1992, but            that the plan Wismer had developed was sound and Steinke had            three years to "make his numbers." Wismer reassured Steinke            that if he could make his numbers in that time frame, he would            have a long and successful career at SFS. The following day,            Mann confirmed that SFS operated on a three-year financial            plan.                      On February 22, 1993, Wismer sent Steinke a letter            constituting a formal offer of employment. The letter offered            Steinke the position of President of SFS's Phase3 division at            an annual salary of $195,000 plus bonuses and certain expenses.            The letter stated that "[t]his offer is contingent upon your                                         -4-                                          4            written acceptance of our [attached] Employee Agreement." The            attached employment agreement contained a provision entitled            "Termination," which provided:                      I understand that this agreement does not                      contain a guarantee of employment and                      that, at any time and for any reason, I                      may resign or SFS may terminate my                      employment. If I decide to resign, I will                      give at least two weeks' prior notice, and                      I will remain for the full notice period                      unless SunGard instructs me to leave                      earlier and pays the remaining salary I                      would have earned during the notice                      period. In return, if SunGard terminates                      my employment after six months without                      cause, I will receive at least two weeks'                      salary as severance pay.          SFS previously had not informed Steinke that it required its          employees to sign a form agreement before beginning employment.                      Prior to executing the relevant documents, Steinke          telephoned Wismer and told him that he was concerned about several          issues in the form agreement, including the termination provision.          Specifically, Steinke expressed concern about the fact that          temporary housing would only last until July 15, 1993 and indicated          that he found SFS's offer of five expense-paid trips per year          between his home in Colorado and SFS's offices in Massachusetts to          be unacceptable. Wismer verbally agreed to modify the term of the          temporary housing and to work with Steinke so that he could take          some additional trips to Colorado. When Steinke asked Wismer          whether or not he had to sign the form agreement, Wismer informed          him it was required of all SFS employees. In his deposition,          Steinke recounted that Wismer responded: "You'll be judged on your                                         -5-                                          5          numbers and you've got three years to make them. [E]verybody signs          it. It's not an issue."                      Steinke signed the Employee Agreement on February 26,          1993. Although the offer letter indicated "a most desirable start          date" of March 15, 1993, after executing the Employee Agreement,          Steinke informed Wismer that he could not start work before April          19, 1993 due to a non-compete agreement he had negotiated with SIS.          Wismer responded that he wanted Steinke to start work on March 15,          1993. Steinke replied that he would be willing to work in some          unofficial capacity and suggested that he be paid as a consultant.          Wismer objected to this method of payment due to the accounting          difficulties it apparently would occasion and remarked that "in the          scheme of working together for the next five to ten years," Steinke          should consider beginning work on March 15 with compensation for          expenses only until he could officially start with SFS on April 19.          Steinke agreed to this solution. When negotiations resulted in an          acceptable arrangement, Steinke ceased considering alternative          employment opportunities.                      On one occasion after Steinke began his employment with          Phase3, Mann told him that he had three years to make his numbers          under SFS's three-year plan. Also after starting his employment,          Steinke learned that Phase3's expenses were running far beyond what          they should be if he was to make a bottom line profit of $6.7                                            2.  Steinke claims that he was reviewing at least two other            employment offers when he accepted SFS's offer.                                          6          million for 1993. On July 14, 1993, Wismer and Steinke discussed          SFS's financial situation and Wismer informed Steinke that the 1994          numbers would be even more critical. Wismer indicated that it was          Steinke's job to put the Phase3 business plan together to achieve          the goals, reinforcing the perception that Steinke had three years          to make his numbers.                      On August 12, 1993, Wismer informed Steinke that his          performance was "excellent." On October 15, 1993, however, SFS          terminated Steinke's employment.                       Steinke filed suit against SFS in Massachusetts          Superior Court, alleging breach of contract, breach of implied          contract, fraud in the inducement, negligent misrepresentation, and          promissory estoppel. The gist of Steinke's claims was that SFS was          obligated to compensate him for three years' worth of service based          on its alleged oral representations to him and his subsequent          reliance on these representations. SFS removed the case to federal          district court on the basis of diversity of citizenship.  See 28          U.S.C. S 1332(a)(1). On October 18, 1995, SFS filed a motion for          summary judgment. The district court granted SFS's motion as to          the breach of contract and breach of implied contract claims, but          not as to the fraud in the inducement and negligent          misrepresentation claims. The district court dismissed the          promissory estoppel claim, and Steinke, after voluntarily          dismissing the fraud and negligent misrepresentation claims                                          7          pursuant to Fed. R. Civ. P. 41(a)(2), now appeals the district          court's rulings.                                 Standard of Review                      We review the district court's grant of summary          judgment de novo. See                                 Werme v.                                         Merrill, 84 F.3d 479, 482 (1st Cir.          1996). Summary judgment is appropriate when the record reveals no          genuine issue of material fact and the moving party is entitled to          judgment as a matter of law.  See Fed. R. Civ. P. 56(c). A fact          becomes material when it has the potential to affect the outcome of          the suit. See                         J. Geils Band Employee Benefit Plan                                                            v.                                                                Smith Barney          Shearson, Inc.                       , 76 F.3d 1245, 1250-51 (1st Cir.),                                                           cert.                                                                 denied, 117          S. Ct. 81 (1996). We are not "wedded to the district court's          reasoning. Rather, '[w]e are free, on appeal, to affirm [or          reverse] a judgment on any independently sufficient ground.'"          Garside v.  Osco                             Drug,                                    Inc., 895 F.2d 46, 49 (1st Cir. 1990)          (quoting                   Polyplastics, Inc.                                     v.                                         Transconex, Inc.                                                       , 827 F.2d 859, 860-          61 (1st Cir. 1987)).                                     Discussion                      On appeal, Steinke advances three arguments. First, he          asserts that the district court erred in granting summary judgment          on his claim of breach of an express and implied contract because          issues of fact existed concerning the terms of his employment          agreement with SFS, precluding the finding that this agreement          constituted an unambiguous integrated contract. Second, Steinke          maintains that the district court improperly granted summary                                          8          judgment on his contract claims because "disputed issues of fact          existed regarding whether the written contract was modified to          require employment for a reasonable term." Third, Steinke insists          that the district court improperly dismissed his promissory          estoppel claim. We address these arguments in turn.                      Before turning to the merits of Steinke's appeal, we          note that the parties agree that, pursuant to a choice of law          provision in the Employee Agreement, Pennsylvania law governs          contract-based claims arising out of the Agreement. Because we see          no compelling reason to do otherwise, we will honor the parties'          choice of law on all counts upon which they agree.  See James                                                                          L.          Miniter Ins. Agency, Inc. v. Ohio Indem. Co., 112 F.3d 1240, 1245          (1st Cir. 1997);                           Borden v.                                     Paul Revere Life Ins. Co.                                                            , 935 F.2d 370,          375 (1st Cir. 1991).          A.  Integrated Contract                      The district court found that "the Employment Agreement          and the offer letter constitute[d] a complete expression of the          parties' agreement regarding the terms of Steinke's employment."          Steinke asserts that the district court erred because he and SFS          never executed an integrated employment contract. Specifically,          Steinke contends:                       The contract consisted of the oral                      representations made to [him] . . . when                      he was solicited by SFS to head up its new                      brokerage division prior to receipt of the                      offer letter; the negotiations with                      respect to the term of the contract, the                      starting date, the duration of his                      temporary housing allowance and the number                                          9                      of trips between Massachusetts and                      Colorado prior to his relocation which                      were settled after the written documents                      were received; and the offer letter and                      form agreement.          Because "[t]here was no single document or combination of documents          which fully and completely expressed the parties' agreement with          respect to the employment relationship," Steinke argues that he was          entitled to introduce parol evidence to prove the intent of the          parties.                       It is well settled that Pennsylvania law presumes all          employment to be at-will.   See Darlington v. General                                                                 Elec., 504          A.2d 306, 309 (Pa. Super. Ct. 1986) (tracing recognition of          employment at-will doctrine in Pennsylvania to                                                         Henry v.                                                                  Pittsburgh          &             Lake                  Erie                       R.R.                            Co., 21 A. 157 (Pa. 1891));   see also Scott v.          Extracorporeal, Inc.                             , 545 A.2d 334, 336 (Pa. 1988). Specifically,          Pennsylvania law dictates that absent a statutory or contractual          provision to the contrary, it is presumed that either party may end          an employment relationship at any time, for any or no cause.  See          Murray v. Commercial                                Union                                      Ins.                                           Co., 782 F.2d 432, 435 (3d Cir.          1986). An employee attempting to overcome the presumption of at-          will employment in Pennsylvania must demonstrate "facts and          circumstances establishing some tenure of employment."                                                                 Cummings v.          Kelling                   Nut                       Co., 84 A.2d 323, 325 (Pa. 1951). Overcoming the          presumption constitutes "an up-hill battle" in Pennsylvania.          Schoch v.                    First Fidelity Bancorporation                                                , 912 F.2d 654, 661 (3d Cir.          1990).                                         10                      In this case, no statutory or contractual provision          conflicts with Pennsylvania's presumption of at-will employment.          SFS's offer letter stated that "[t]his offer is contingent on your          written acceptance of our Employee Agreement." The Employee          Agreement provided no fixed term of employment. Instead, the          Employee Agreement stated: "I understand that this agreement does          not contain a guarantee of employment and that,                                                         at any time and for          any reason, I may resign or SunGard may terminate my employment."          (emphasis added). The Employee Agreement indicated only that if          Steinke completed six months of employment with SFS, then SFS would          pay him "at least two weeks' salary as severance pay" if it          terminated his employment without cause. "[W]here a contract          purports to be a complete legal obligation without any doubt as to          its object or extent, it is presumed to reflect the whole legal          right of the parties." Lenzi v.  Hahnemann                                                      Univ., 664 A.2d 1375,          1379 (Pa. Super. Ct. 1995);                                      see                                         Fountain Hill Millwork Bldg. Supply          Co. v. Belzel, 587 A.2d 757, 760 (Pa. Super. Ct. 1991);  Levy v.          Leaseway Sys. Inc., 154 A.2d 314, 316 (Pa. Super. Ct. 1959).                       Despite the clear language of both the Employee          Agreement and Pennsylvania law, Steinke argues that the Agreement's          object and extent remain in doubt, and points to parol evidence          concerning representations of a fixed three-year term of employment          that various SFS officials made to him prior to the execution of          the Employment Agreement. Steinke places particular emphasis on          the fact that SFS, in response in part to his concerns about the                                         11          termination provision in the Employment Agreement, indicated that          "everybody signs it. It's not an issue."                      "Whether a writing is an integrated agreement, and if          so, whether the agreement is completely or partially integrated are          questions to be decided by the court prior to application of the          parol evidence rule." Greenberg v.                                             Tomlin, 816 F. Supp. 1039, 1053          (E.D. Pa. 1993);                           see                               Hershey Foods Corp.                                                 v.                                                     Ralph Chapek, Inc.                                                                      , 828          F.2d 989, 995 (3d Cir. 1987). In determining whether an agreement          is integrated, a court must compare both the alleged oral and          written agreements and must determine whether "'the parties,          situated as were the ones to the contract, would naturally and          normally include the one in the other if it were made.'"   Mellon          Bank Corp.                    v.                        First Union Real Estate Equity & Mortgage Invs.                                                                      , 951          F.2d 1399, 1405 (3d Cir. 1991) (quoting                                                  Gianni v.                                                            R. Russel & Co.                                                                          ,          16 A. 791, 792 (Pa. 1924)); see Crompton-Richmond Co.--Factors v.          Smith, 253 F. Supp. 980, 983 (E.D. Pa. 1966), aff'd, 392 F.2d 577          (3d Cir. 1967) (per curiam). If the alleged oral and written          agreements "'relate to the same subject matter and are so          interrelated that both would be executed at the same time and in          the same contract, the scope of the subsidiary agreement must be          taken to be covered by the writing.'"  Ralph                                                        Chapek, 828 F.2d at          995 (quoting  Gianni, 126 A. at 792). In such case, "'parol          evidence to vary, modify or supersede the written contract is          inadmissible in evidence.'" HCB Contractors                                                     v.                                                         Liberty Place Hotel                                         12          Ass'n, 652 A.2d 1278, 1279 (Pa. 1995) (quoting                                                        Nicolella v.                                                                     Palmer,          248 A.2d 20, 22 (Pa. 1968)).                      Having compared the alleged oral agreement and the          written agreement in this case, we believe that Steinke and SFS          would "naturally and normally" have included the alleged oral          agreement in the written agreement had they actually made an          agreement establishing three years as Steinke's term of employment.          A provision dictating such a lengthy term of employment would be          integral to an agreement providing an offer of employment and          dictating the terms of such employment, including a specific          termination provision. Moreover, Steinke specifically inquired          about the termination provision and, after SFS informed him that          all employees were required to sign the Employee Agreement as a          condition of employment with SFS, he signed the Agreement without          protest. Furthermore, the alleged oral agreement and the written                                            3.  We believe the fact that Steinke signed the agreement after            inquiring about its terms is particularly telling in this            situation. Over a period of approximately twenty years,            Steinke had worked for many large corporations involved in            finance and high technology, including Merrill Lynch, Shearson            Lehman Brothers, Kemper Securities, and Colgate Palmolive.            Steinke negotiated and signed employment agreements with at            least three of these corporations. Steinke's considerable            experience in the field casts doubt upon his assertion that he            did not expect to be bound by the termination provision. See,            e.g.,                  M/S Bremen                            v.                                Zapata Off-Shore Co.                                                  , 407 U.S. 1, 11 (1972)            (upholding written contractual provision in part because it was            "made in an arm's-length negotiation by experienced and            sophisticated businessmen");   Beckman v.   Vassall-Dillworth            Lincoln-Mercury, Inc.                                , 468 A.2d 784, 788 (Pa. Super. Ct. 1983)            (rejecting argument that appellant did not intend "no-agency"            clause to be included in his contract, reasoning in part that            appellant "was an experienced businessman, equipped to            understand the meaning of the terms of the agreement he                                         13          agreement (particularly the termination provision in the Employee          Agreement) both addressed the duration of Steinke's employment with          SFS. We therefore find that the Employee Agreement covered the          scope of, and thus superseded, the alleged oral agreement.    See          Mellon Bank                    , 951 F.2d at 1406-08;                                           Ralph Chapek                                                      , 828 F.2d at 996-98;          United Ref. Co. v. Jenkins, 189 A.2d 574, 579 (Pa. 1963); Gianni,          176 A. at 792;                         Beckman v.                                    Vassall-Dillworth Lincoln-Mercury, Inc.                                                                          ,          468 A.2d 784, 788 (Pa. Super. Ct. 1983).                      "These cases show that under Pennsylvania law, a          written contract which gives one party an unconditional right          precludes the other party from using parol evidence to establish a          condition on the exercise of the unlimited right the written text          contains."  Mellon                              Bank, 961 F.2d at 1407. We thus affirm the          trial court's finding that the offer letter and the Employment                                            signed").             4.  Relying only on  Moyer v. Heilveil, 49 A.2d 514, 515 (Pa.            Super. Ct. 1946), Steinke quotes the Pennsylvania Supreme Court            as ruling that "[a] contract may be partly oral and partly in            writing and the written agreement does not supersede the oral            contract unless it is complete in itself, embodying all the            terms orally agreed upon."  Id. The  Moyer court reached this            conclusion only after it determined that the writing in            question was silent concerning the terms of employment; it            reasoned "[i]t therefore was proper for plaintiff to prove a            prior separate oral agreement not inconsistent with the writing            and unaffected by it, establishing the actual intention of the            parties."  Id. (emphasis added). In the context of Steinke's            appeal, Moyer thus dictates that Steinke may not have the            opportunity to prove a separate oral agreement because the            Employee Agreement contained a termination provision which            specifically detailed the "terms of employment."                                          14          Agreement constituted an integrated agreement. Consequently, we          hold that the district court did not err in applying the parol          evidence rule to bar evidence of alleged oral terms.     See  HCB          Contractors, 652 A.2d at 1280;    International                                                             Milling                                                                      Co. v.          Hachmeister, Inc., 110 A.2d 186, 191 (Pa. 1955).                                            5.  The fact that the offer letter and the Employment Agreement            did not constitute one single document does not affect this            ruling. An integrated agreement may take the form of two            documents,                       see                           Kroblin Refrigerated Xpress, Inc.                                                            v.                                                                Pitterich,            805 F.2d 96, 107 (3d Cir. 1986) ("It is a general rule of            contract law that where two writings are executed at the same            time and are intertwined by the same subject matter, they            should be construed together and interpreted as a whole, each            one contributing to the ascertainment of the true intent of the            parties.");                        see                            also                                 Zaidan v.                                          Borg-Warner Corp.                                                          , 341 F.2d 391,            392 (3d Cir. 1965);                                United States                                             v.                                                Goldberg, 136 F. Supp. 34,            37 n.5 (E.D. Pa. 1955), provided it "appears to be a contract            complete within itself, couched in such terms as import a            complete legal obligation without any uncertainty as to the            object or extent of the engagement,"                                                Fountain Hill                                                            , 587 A.2d at            760. Moreover, "[w]hile the effect of an integration clause is            to make the parol evidence rule clearly applicable, it is not            required."   Mellon                                   Bank, 951 F.2d at 1406 n.6 (internal            citations omitted); see Ralph Chapek, 828 F.2d at 998. Thus,            Steinke's argument that neither the offer letter nor the            Employment Agreement contained an integration clause, and,            thus, that there is no integrated contract, is unavailing.            6.  Steinke's reliance on                                      McEvoy Travel Bureau, Inc.                                                                v.                                                                    Norton            Co., 563 N.E.2d 188, 191-95 (Mass. 1990), is unpersuasive. As            noted previously, the law of Pennsylvania controls these            issues. McEvoy Travel                                 , furthermore, is distinguishable on its            facts. In   McEvoy                                 Travel, the appellant signed a contract            containing a sixty-day termination clause. When the appellant            questioned the clause, the appellee informed him that the            clause was "inoperative" and "meaningless."  Id. at 191. The            court held that the written contract was not an integrated            agreement, reasoning as follows:                       When parties . . . sign a document and                      include in it a provision as to                      termination by notice, at the same time                      expressly stating that the provision is a                      mere "face saving device" never to be                      effective, they have not adopted that                                         15                      Apparently determined to circumvent the parol evidence          rule, Steinke argues that the termination provision contained in          the Employee Agreement is ambiguous. Specifically, Steinke          maintains:                      If the contract was for "at will"                      employment, it would be inconsistent with                      the provision of the offer letter that                      provides Steinke temporary housing "until                      the earlier of July 15, 1993 or your move                      into your permanent residence." It would                      negate the provision that SFS would                      provide storage of Steinke's household                      goods "until the earlier of September 15,                      1993 or your move into your permanent                      residence." . . . It is also at odds with                      the fact that Steinke was agreeing to a                      covenant not to compete for twelve months                      after his termination for any reason.          A finding of ambiguity in the termination provision, according to          Steinke, necessarily would entitle him to submit to a jury evidence          concerning his alleged three-year contract with SFS.                                                      document as a "complete and accurate                      integration" of their agreement. Instead                      they have [in Williston's words] issued it                      "in usual form but limited its terms by                      parole agreement."             Id. at 194 n.7 (quoting 3  Corbin                                               on                                                  Contracts S 582, at 463            (1960)). In the instant case, SFS never told Steinke that            either the Employee Agreement or the termination provision            contained therein were "inoperative" or "meaningless."            Wismer's remark that signing the Employee Agreement was not "an            issue" does not equate with   McEvoy                                                    Travel's "never to be            effective" language. Wismer, in fact, informed Steinke both            that SFS required all of its employees to sign the Employee            Agreement and that all SFS employees did so. The offer letter            made this requirement clear with respect to Steinke, stating            that "[t]his offer is contingent on your written acceptance of            our Employee Agreement."                                         16                      In Pennsylvania, "[o]nly if the terms used [in an          agreement] are ambigious [sic] or if the contract is not fully          integrated, should the trial judge allow the finder of fact to          consider evidence that might vary or add to the contract's express          terms."  Griesmann v. Chemical                                          Leaman                                                 Tank                                                      Lines,                                                             Inc., 776 F.2d          66, 72 (3d Cir. 1985);                                 see                                     Compass Tech., Inc.                                                       v.                                                           Tseng Lab., Inc.                                                                          ,          71 F.3d 1125, 1131 (3d Cir. 1995) ("[I]f the[] [parties'] intent          can be cleanly extracted from the clear and unambiguous words that          the parties have used, it is . . . conventional wisdom that they          are held to those words contained in the contract."); Steuart v.          McChesney, 444 A.2d 659, 661 (Pa. 1982) (holding that when words in          written contract are clear and unambiguous, the intent is to be          discovered only from the express language of the agreement). "In          making the ambiguity determination, a court must consider the words          of the agreement, alternative meanings suggested by counsel, and          extrinsic evidence offered in support of those meanings." Kroblin          Refrigerated Xpress, Inc. v. Pitterich, 805 F.2d 96, 101 (3d Cir.          1986). Having considered the integrated agreement's language, the          meanings that Steinke suggests, and the extrinsic evidence he          offered as evidence of these meanings, we believe that the terms of          the integrated agreement in this case were unambiguous.                      As mentioned earlier, the Employee Agreement provided          "this agreement does not contain a guarantee of employment and . .          . at any time and for any reason I may resign or SunGard may          terminate my employment. . . . [I]f SunGard terminates my                                         17          employment after six months without cause, I will receive at least          two weeks' salary as severance pay." The existence of the words          "at least" in the Employee Agreement in no way clouds or muddles          the terms of the Agreement. It simply indicates that if SFS          terminates an employee without cause after the employee has worked          for six months, then SFS must pay the employee a minimum of two          weeks' salary. At its discretion, SFS may agree to pay the          employee more than two weeks' salary. In this case, Steinke failed          to provide sufficient evidence of an oral agreement committing SFS          to pay him more than two weeks' salary.  See Schoch, 912 F.2d at          661 (finding that evidence appellant submitted to demonstrate oral          contract of employment "lack[ed] the clarity and specificity that          Pennsylvania courts require to overcome the presumption of at-will          employment");                        Kelling Nut                                  , 84 A.2d at 324 (holding that statements          made by employer regarding future possibilities were nothing more          than "puffing"); Cashdollar v.  Mercy                                                 Hospital                                                          of                                                             Pittsburg, 595          A.2d 70, 76 (Pa. Super. Ct. 1991) (explaining that "an expectation          of the prospective employee, however reasonable from his point of          view, does not supply a meeting of the minds"). SFS simply          exercised the discretion that the terms of the Employee Agreement          afforded it in refusing to pay Steinke more than two-weeks salary          as severance pay.                      We recognize that in Pennsylvania "[o]ne part of a          contract cannot be interpreted so as to annul another part, and a          contract must be construed, if possible, to give effect to all of                                         18          its terms." Meeting House Lane                                         v.                                            Melso, 628 A.2d 854, 857-58 (Pa.          Super. Ct. 1993); see Heidt v. Augenbaugh Coal Co., 176 A.2d 400,          401-02 (Pa. 1962);   Giuliani                                           Constr.                                                   Co. v.   School                                                                    Dist.                                                                           of          Philadelphia, 217 A.2d 793, 795 (Pa. Super. Ct. 1966). In this          case, the fact that SFS could terminate Steinke's employment "at          any time and for any reason" and pay him only two weeks', rather          than three years' salary neither annuls nor renders inexplicable          the provisions in the agreement that Steinke highlights. If SFS          dismissed Steinke without cause, then pursuant to the agreement it          still would be responsible for providing him temporary housing          "until the earlier of July 15, 1993 or [his] . . . move into [his]          . . . permanent residence;" it would continue to be obligated to          store his household goods "until the earlier of September 15, 1993          or [his] . . . move into [his] . . . permanent residence;" and,          Steinke would be precluded from competing with SFS for a period of          twelve months after his termination. This construction of the          agreement gives effect to all of the terms of the contract.          Moreover, Pennsylvania law provides that contractual obligations          contained in an employment contract may persist after the          employment provided for in the contract is terminated.        Cf.          Insulation Corp. of Am.                                 v.                                     Brobston, 667 A.2d 729, 733 (Pa. Super.          Ct. 1995); Wainwright's                                   Travel                                          Serv.,                                                  Inc. v. Schmolk, 500 A.2d          476, 479 (Pa. Super. Ct. 1985).                       Given the terms of the integrated agreement between          Steinke and SFS, considered in the context both of the arguments                                         19          and evidence Steinke advances and of Pennsylvania law governing the          construction of contracts, we do not believe either that the          agreement was ambiguous or that the district court's interpretation          of the agreement improperly created an ambiguity in the agreement.          See Amoco                       Oil                           Co. v.   Snyder, 478 A.2d 795, 799 (Pa. 1984);          McChesney, 444 A.2d at 663. The district court, therefore, did not          err in refusing to admit parol evidence to determine the parties'          intent.          B.  Modification                      Steinke next contends that even if the offer letter and          Employee Agreement constituted an unambiguous integrated contract,          a subsequent oral agreement with SFS modified the written          agreement. Steinke maintains that on several occasions after he          executed the Employee Agreement, SFS executives communicated to him          that SFS would employ him for a fixed term of years. Steinke          further contends that he supported this oral modification with          separate consideration by working without any salary for one month.                      The district court found that the evidence Steinke          offered to support his modification argument was "pretty thin."          Consequently, the district court, after "[i]ndulging every nuance          in Steinke's favor, [concluded that] no reasonable finder of fact          could wring from these ruminations on SFS's corporate culture an          affirmative offer to junk Steinke's existing at-will agreement in          favor of a term contract." We agree.                                         20                      In Pennsylvania, a party arguing that an oral agreement          modified a prior written contract must prove the existence of the          oral agreement "by evidence which is clear, precise[,] and          convincing."  Pellegrene v. Luther, 169 A.2d 298, 299 (Pa. 1961);          see Gorwara v. AEL                              Indus., 784 F. Supp. 239, 242 (E.D. Pa. 1992)          (indicating that at-will presumption in Pennsylvania "can only be          overcome by clear and specific evidence showing the parties' [sic]          intended their contract to extend a certain period"). Generally,          vague, broad, or aspirational statements are insufficient under          Pennsylvania law to establish an oral contract modifying an at-will          employment contract.  See Green v. Oliver                                                     Realty,                                                             Inc., 526 A.2d          1192, 1202 (Pa. Super. Ct. 1987); Veno v. Meredith, 515 A.2d 571,          579 (Pa. Super. Ct. 1986);      Darlington, 504 A.2d at 312.          Specifically, promises of employment for "broad, unspecified          durations do not overcome the [at will] presumption."  Forman v.          BRI Corp., 532 F. Supp. 49, 51 (E.D. Pa. 1982). In this case, we          find the evidence that Steinke brings forth to support his claim of          an oral modification of the written integrated agreement          insufficiently clear and specific to reverse the district court's          award of summary judgment to SFS on this issue.                       Steinke asserts that when he informed Wismer that he          could not begin work for SFS until April 19, rather than the          preferred March 15 date specified in the offer letter, Wismer          suggested that he work between these dates for expenses only given          "the scheme of working together for the next five to ten years."                                         21          In March, during a discussion "over some drinks" in Steamboat          Springs, Colorado, which focused primarily on the success of          another SFS executive, Mann "made comments to the effect that, you          know, you've got three years to make your numbers. You've got to          beat out Simpson." During a dinner conversation on July 14,          according to Steinke, Wismer worried aloud about his own prospects          with SFS, "reinforcing that belief that you have three years to          make your numbers. You can have a bad year, you can even have two          bad years. But since it's a numbers company, three years and your          employment would be at risk." Based on this evidence, in          conjunction with the fact that he consented to work for SFS between          March 15 and April 19 "for expenses only," Steinke concludes that          he was "entitled to have a jury determine whether the post-contract          representations, supported by the consideration of working without          any salary for one month, modified the contract to incorporate the          three year term."                      In Marsh v. Boyle, 530 A.2d 491, 494 (Pa. Super. Ct.          1987), the court found that an oral assurance of employment "for at          least two years" lacked the requisite specificity to rebut the at-          will presumption in Pennsylvania. In      Darlington, the court          rejected the appellant's argument that the parties had modified an          at-will employment relationship given that the appellant was hired          for a "long range project."  See 504 A.2d at 32. The   Darlington          court reasoned that the "term long range project is, in and of                                         22          itself, too vague and unspecified to overcome the [at-will]          presumption."  Id.                       Similarly, in McMahon v. Impact                                                       Sys.,                                                             Inc., 126 Lab.          Cas. q 57,486, 1992 WL 201004, at 5 (E.D. Pa. 1992), the court did          not find persuasive the plaintiff's argument that a conversation he          had with his employer modified his written at-will employment          contract. During the conversation in question, the employer asked          the plaintiff how long he intended to be employed by the employer.          The discussion then proceeded as follows: "I [the plaintiff] said          I'd like to be employed for three years, then we can renegotiate          where I can at least be suitable with the company, right? She [the          employer] said that would be no problem. That was the agreement."          Id. The court held that "this conversation, without more, [wa]s          not sufficiently clear and definite to overcome the at-will          presumption."  Id.; see Extracorporeal, 545 A.2d at 337 (finding          neither oral nor written assurances of permanent employment          sufficiently definite or specific to rebut at-will presumption);          Betts v.                   Stroehmann Bros.                                  , 512 A.2d 1280, 1281 (Pa Super. Ct. 1986)          (finding oral understanding that employment "was to be long term"          did not alter at-will presumption).                      In the instant case, the three conversations Steinke          had with various SFS executives do not provide specific, definite          evidence of both Steinke and SFS's intention to substitute an oral          three-year term contract for Steinke's written at-will agreement.          During these conversations, Wismer and Mann adverted to three,                                         23          five, and potentially even ten years in reference to Steinke's          future employment with SFS. We believe these references amounted          to nothing more than vague, aspirational statements. Accordingly,          we find that they were insufficient to establish an oral contract          modifying Steinke's written employment agreement.                      We note that Steinke argues that by working for SFS          between March 15, 1993 and April 19, 1993 without salary, he          supplied sufficient additional consideration to demonstrate the          existence of an oral modification to his written at-will employment          agreement. In Pennsylvania, separate or additional consideration          may evince contract modification.   See Green, 526 A.2d at 1200;          Darlington, 504 A.2d at 314;                                       Nicolella, 248 A.2d at 23. "[A] court          will find 'additional consideration' when an employee affords his          employer a substantial benefit other than the services which the          employee is hired to perform, or when the employee undergoes a          substantial hardship other than the services which he is hired to          perform."  Darlington, 504 A.2d at 315.                       It does not appear to us that Steinke afforded SFS a          substantial benefit other than the work he contracted to perform          because the offer letter that Steinke accepted specifically          delineated March 15 as his "most desirable start date." It was not          until after he executed the Employee Agreement that Steinke          informed SFS that he could not commence his employment until April          19 due to the restrictions of the non-compete agreement he had          executed with SIS.                                          24                      In addition, it seems unlikely that Steinke suffered          any hardship by working from March 15 until April 19 without salary          because it was his contractual duty to SIS that precluded him from          commencing work as a salaried employee with SFS on March 15. The          record does not reveal any other hardship that Steinke suffered          during this period; for instance, he did not move his family to          Massachusetts until after April 19.    See  id. (indicating that          additional consideration may be sufficient when individual must          move his family to commence a new employment position). We thus do          not find that Steinke furnished SFS with the necessary separate or          additional consideration to demonstrate an intent to modify his          written at-will employment agreement.  See id. at 315; Veno, 515          A.2d at 580; Betts, 512 A.2d at 1281.                       Even if we were to find sufficient separate or          additional consideration, this finding would not affect our          analysis. In Pennsylvania, "if the parties specifically agreed          that the employment would be at-will, even though additional          consideration were present, . . . court[s are expected] to construe          the contract according to the parties' stated intention and hold it          to be at-will."  Extracorporeal, 545 A.2d at 339. In this case,          the parties agreed that Steinke's employment would be at will; we          reiterate that the Employee Agreement stated: "I understand that          this agreement does not contain a guarantee of employment and that,                                         25          at any time and for any reason, I may resign or SunGard may          terminate my employment."           C.  Promissory Estoppel                      Steinke finally argues that even if his at-will          employment agreement was not modified, "under principles of          promissory estoppel, a jury is entitled to determine that SFS is          precluded from claiming that Steinke could be terminated at any          time, without any recourse." Specifically, Steinke insists that he                      discontinued negotiations with other                      employers in reliance on the                      representations that his employment would                      be for three years; he sold his house and                      his wife quit her job to be able to move                      to Massachusetts. Steinke agreed to work                                            7.  Steinke insists that "at a minimum," because he provided            the consideration of working without salary from March 15 until            April 19, he was "entitled to be paid for the period he            performed services for SFS prior to his official start date of            April 19, 1993 on the theory of implied contract." "A contract            implied in fact is an actual contract which arises where the            parties agree upon the obligations to be incurred, but their            intention, instead of being expressed in words, is inferred            from acts in light of the surrounding circumstances."                                                                  Elias v.            Elias, 237 A.2d 215, 217 (Pa. 1968). In Pennsylvania, "[t]he            law will not imply a different contract than that which the            parties have expressly adopted."   Hutchison v. Sunbeam                                                                      Coal            Corp., 519 A.2d 385, 388 (Pa. 1986). Having determined that            Steinke did not provide additional consideration to evidence a            modified oral contract, we find no merit in Steinke's            contention that he is entitled to be paid for the approximately            four weeks during which he worked for expenses only. Steinke            and SFS specifically agreed that in light of Steinke's non-            compete agreement with SIS, he would not receive salary during            this period.            8.  Although the parties and the district court labeled            Steinke's final claim "detrimental reliance," Steinke explains            that it actually constitutes a "cause of action for promissory            estoppel." We agree and thus use this designation in the            discussion that follows.                                         26                      for approximately four weeks without                      compensation based upon the further                      promises of SFS that in the overall                      relationship between the parties, the four                      weeks would be insignificant.          The district court dismissed the promissory estoppel claim,          reasoning that it was "simply a restatement of an element of the          fraud claim and not a separate cause of action."                       As a preliminary note, we believe that Pennsylvania          rather than Massachusetts law governs the promissory estoppel claim          in this case because promissory estoppel is a "contractually based          cause of action" and thus should "fall[] within the purview of the          choice of law clause."  Shelley v. Trafalgar House Pub. Ltd. Co.,          918 F. Supp. 515, 522 (D.P.R. 1996). We need not resolve this          issue, however, because "the outcome is the same under the          substantive law of either jurisdiction."   Lambert v. Kysar, 983          F.2d 1110, 1114 (1st Cir. 1993);                                           see                                               Lucker Mfg.                                                          v.                                                              Home Ins. Co.                                                                          ,          23 F.3d 808, 813 (3d Cir. 1994).                       "[A]s a general rule, [in Pennsylvania] there is no          common law cause of action against an employer for termination of          an at-will employment relationship."  Paul v. Lankenau Hosp., 569          A.2d 346, 348 (Pa. 1990);      see  Clay v.   Advanced                                                                     Computer          Applications,                         Inc., 559 A.2d 917, 918 (Pa. 1989). Specifically,          "the                doctrine                         of                            equitable                                       estoppel                                                is                                                   not                                                        an                                                           exception                                                                     to                                                                         the          employment                      at-will                              doctrine."   Paul, 569 A.2d at 349 (emphasis          added); see                      Dugan v.                               Bell Tel. of Pa.                                              , 876 F. Supp. 713, 727 (W.D.          Pa. 1994) (holding that employee could not assert claim of                                         27          promissory estoppel based on reliance on employer's alleged promise          to find him permanent employment); Anderson v. Haverford College,          851 F. Supp. 179, 184 (E.D. Pa. 1994) (instructing that                                                                  Niehaus v.          Delaware                    Valley                           Med.                                Ctr., 631 A.2d 1314 (Pa. Super. Ct. 1993),          rev'd, 649 A.2d 433 (Pa. 1994), was expressly limited to the facts          of that case and did not revise the long-standing at-will          presumption). Under Pennsylvania law, therefore, Steinke's          promissory estoppel claim necessarily fails because Steinke was an          at-will employee according to the written employment agreement          executed on February 26, 1993.                      Under the doctrine of promissory estoppel in          Massachusetts, "'[a] promise which the promisor should reasonably          expect to induce action or forbearance on the part of the promisee          or a third person and which does induce such action or forbearance          is binding if injustice can be avoided only by enforcement of the          promise.'"  Veranda                               Beach                                     Club                                           Ltd.                                                Partnership v. Western                                                                        Sur.          Co., 936 F.2d 1364, 1380 (1st Cir. 1991) (quoting    McAndrew v.          School Comm., 480 N.E.2d 327, 332 (Mass. 1985)); see Chedd-Angier          Prod. Co.                   v.                       Omni Publications Int'l, Ltd.                                                  , 756 F.2d 930, (1st Cir.          1985) (explaining that Massachusetts has adopted Restatement          (Second) of Contracts S 90);   see  also Carlson v.   Arnot-Ogden          Memorial Hosp., 918 F.2d 411, 416 (3d Cir. 1990) (indicating that          in Pennsylvania, "[p]romissory estoppel allows the court to enforce          a party's promise that is unsupported by consideration where (1)          the promisor makes a promise that he reasonably expects to induce                                         28          action or forbearance by the promisee, (2) the promise does induce          action or forbearance by the promisee, and (3) injustice can only          be avoided by enforcing the promise"); Murphy v. Burke, 311 A.2d          904, 908 (Pa. 1973) (indicating that Pennsylvania's promissory          estoppel doctrine follows Restatement (Second) of Contracts S 90).          In Massachusetts, "'[a]n element of promissory estoppel is that the          party invoking it must have   reasonably relied on the alleged          promise to his detriment.'"  Coll v. PB Diagnostic Sys., Inc., 50          F.3d 1115, 1124 (1st Cir. 1995) (quoting   Hall v. Horizon                                                                       House          Microwave,                       Inc., 506 N.E.2d 178, 184 (Mass. App. Ct. 1987)          (emphasis added in Hall));  see Loranger                                                    Constr.                                                             Corp. v. E.                                                                          F.          Hauserman Co.                      , 374 N.E.2d 306, 311 (Mass. App. Ct. 1978) (dictating          that in the context of a promissory estoppel claim, "attention is          to be focused upon the reasonableness of th[e] reliance"), aff'd,          384 N.E.2d 176 (Mass. 1978); see also Josephs v. Pizza Hut of Am.          Inc., 733 F.Supp. 222, 226 (W.D. Pa. 1989), aff'd, 899 F.2d 1217          (3d Cir. 1990). Courts typically invoke the doctrine of promissory          estoppel when the formal requirements of contract formation are          absent and when enforcing the promise would serve the interests of          justice.  See Veranda                                 Beach, 936 F.2d at 1380; see also  Carlson,          918 F.2d at 416.                      Steinke thus bears the burden of proving that he          reasonably relied to his detriment on a promise that SFS made of a          three-year term of employment. In this case, Steinke indicates          that Wismer alluded to working together over "the next five to ten                                         29          years." Wismer's remark, even considered in the context of a few          other statements indicating that SFS executives had three years to          "make their numbers," did not constitute a promise upon which          Steinke reasonably could have relied.                                                See                                                    Coll, 50 F.3d at 1124-25          (1st Cir. 1995) (holding that employer's failure to "firm up" oral          promise of long-term compensation rendered any reliance on an oral          promise unreasonable);                                 Trifirio v.                                             New York Life Ins. Co.                                                                 , 845 F.2d          30, 33-34 (1st Cir. 1988) (explaining, in a situation similar to          the instant case, "a reasonable person investigates matters          further; he receives assurances or clarification before relying");          Hall, 506 N.E.2d at 184 (declaring that "[i]nchoate negotiations          are no better basis for reliance than for an action on the          purported contract as such"); see also Burke, 311 A.2d at 400-01          (ruling that the evidence in the case did not support a finding          that there was a promise upon which appellants relied to their          detriment). We thus rule that the district court did not err in          dismissing Steinke's promissory estoppel claim.                                     Conclusion                      For the foregoing reasons, we affirm the district          court's award of summary judgment to SFS both on Steinke's          contractual claims and on his promissory estoppel claim.                      Affirmed.  Costs to appellee.                                         30
