                     United States Court of Appeals
                           FOR THE EIGHTH CIRCUIT
                                    ___________

                                    No. 00-2238
                                    ___________

Larry Bradshaw,                          *
                                         *
      Plaintiff - Appellant,             *
                                         * Appeal from the United States
      v.                                 * District Court for the
                                         * Southern District of Iowa.
Brown Group, Inc.,                       *
                                         *
      Defendant - Appellee.              *
                                    ___________

                               Submitted: February 12, 2001

                                   Filed: July 31, 2001
                                    ___________

Before LOKEN, HEANEY, and BYE, Circuit Judges.
                           ___________

LOKEN, Circuit Judge.

      Larry Bradshaw worked for Brown Group, Inc., for over thirty years, advancing
to become a regional sales manager of the Famous Footwear division. He was
terminated in March 1997 because of poor performance and poor sales in his region.
Relying on an employee handbook he received in 1985, Bradshaw commenced this
breach-of-contract action in state court, alleging wrongful termination because he was
terminated without good cause and without being afforded the progressive discipline
procedure set forth in the handbook. After Brown Group removed the action, the
district court1 granted its motion for summary judgment, concluding that the handbook
was not sufficiently definite to alter Bradshaw’s status as an at-will employee.
Bradshaw appeals. We review the grant of summary judgment de novo, viewing the
factual record in the light most favorable to Bradshaw, the nonmoving party. See Barge
v. Anheuser-Busch, Inc., 87 F.3d 256, 258 (8th Cir. 1996). We affirm.

       Bradshaw worked for many years in the Wohl Shoe Company division of Brown
Group, rising to general manager of thirteen leased shoe departments in Younkers
department stores. In 1985, Bradshaw received a copy of Wohl’s Personnel Policy and
Procedure Manual (the “Wohl Manual”), a three-hundred-page document the stated
purpose of which was to provide members of management with “all of the policies and
procedures needed to deal with personnel matters on a day to day basis.” In early
1994, Brown Group dissolved the Wohl division, and Bradshaw began working for the
Famous Footwear division as a regional sales manager. His regions failed to meet
company sales goals in 1995 and 1996, and he was criticized for various performance
deficiencies. He received a negative annual performance evaluation in February 1997
and was terminated one month later.

      An at-will employee may quit or be terminated at any time, with or without
cause. Under Iowa law, employment relationships are presumed to be at-will. Fogel
v. Trustees of Iowa College, 446 N.W.2d 451, 455 (Iowa 1989). As Bradshaw had no
written employment contract, he was an at-will employee unless, as he argues, the
Wohl Manual created a unilateral contract “guarantee[ing] an employee that discharge
will occur only for cause or under certain conditions.” French v. Foods, Inc., 495
N.W.2d 768, 770 (Iowa 1993). An employee policy manual creates a unilateral
contract if “(1) the handbook is sufficiently definite in its terms to create an offer; (2)


      1
        The HONORABLE CELESTE F. BREMER, United States Magistrate Judge
for the Southern District of Iowa, to whom the case was assigned with the consent of
the parties. See 28 U.S.C. § 636(c); FED. R. CIV. P. 73(b).

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the handbook has been communicated to and accepted by the employee so as to create
an acceptance; and (3) the employee has continued working, so as to provide
consideration.” Fogel, 446 N.W.2d at 456 (emphasis in original). Whether an
employer’s policy manual binds the parties in contract is a question of law, unless the
document is ambiguous. Thompson v. City of Des Moines, 564 N.W.2d 839, 844
(Iowa 1997). The district court concluded that the Wohl Manual was not sufficiently
definite to constitute an offer of a unilateral contract that modified the at-will nature of
Bradshaw’s employment. We agree.2

      In determining whether a manual is sufficiently definite to constitute an offer by
the employer, the Supreme Court of Iowa examines the following factors:

       (1) Is the handbook in general and the progressive disciplinary procedures
       in particular mere guidelines or a statement of policy, or are they
       directives? (2) Is the language of the disciplinary procedures detailed and
       definite or general and vague? (3) Does the employer have the power to
       alter the procedures at will or are they invariable?




       2
       Famous Footwear had its own employee handbook, which expressly provided
that “any employee may be terminated without prior notice or reason at any time.”
Such disclaimers are effective under Iowa law to defeat a claim that the handbook
created a unilateral contract modifying an employee’s at-will status. See, e.g.,
Anderson v. Douglas & Lomason Co., 540 N.W.2d 277, 287-88 (Iowa 1995).
However, Bradshaw testified that, before he started working for Famous Footwear, he
was told that all of the Wohl division policies would continue to apply to him at
Famous Footwear. Therefore, like the district court, we put aside Brown Group’s
defenses based upon Bradshaw’s later relationship with Famous Footwear and consider
only whether the Wohl Manual created a contract guaranteeing that he must be
terminated for cause and after progressive discipline.

                                            -3-
Anderson, 540 N.W.2d at 286 (citations omitted), followed in Phipps v. IASD Health
Servs. Corp., 558 N.W.2d 198, 203-04 (Iowa 1997), and Jones v. Lake Park Care Ctr.,
569 N.W.2d 369, 375 (Iowa 1997).

      The Wohl Manual’s table of contents listed twenty-one sections covering
numerous employment topics such as selection and hiring, employee benefits,
performance appraisal, employee separation, personnel records, and job description.
The record on appeal includes only Section 11, entitled “Guidelines for Employee
Conduct/Work Rules.” Section 11 began with a statement of “General Policy”:

      In the interest of an efficient and safe operation of the store and to protect
      the well-being and rights of all employees, it is necessary to observe
      certain work rules and rules of conduct. Violation of Company rules,
      policies, and procedures outlined in this handbook is cause for corrective
      action as outlined by this chart.

      Prior to the separation of an employee it is advisable to involve the
      immediate supervisor and the St. Louis Personnel Department BEFORE
      taking action, to insure their support.

There followed a chart listing thirty-five specific work rules and the corrective actions
prescribed for non-compliance with each rule. Those sanctions ranged from immediate
termination for offenses such as stealing and falsifying company documents, to a
sequence of verbal and written warnings prior to termination for offenses such as
“excessive socializing” at work and holding merchandise for a customer more than
three days. For a number or reasons, we conclude that Section 11 of the Wohl Manual
was not sufficiently definite to create a unilateral contract.

       First, Section 11 is worded as a guide to management personnel, and there is
no evidence it was distributed to employees generally. “The key to determining
whether a contract has been created is whether a reasonable employee upon reading the


                                           -4-
handbook would believe they had been guaranteed certain protections by their
employer.” Jones, 569 N.W.2d at 375. Absent evidence of circulation beyond
managers such as Bradshaw, there is no basis to infer that Brown Group intended, or
that employees received, an offer of guaranteed job security.

       Second, Section 11 contains no language stating that an employee may only be
terminated for cause. Although the General Policy states that violations of the work
rules may be “cause” for discipline, “it never affirmatively states the converse: that
employment will be terminable only for just cause.” Thompson, 564 N.W.2d at 844.
The Wohl Manual’s silence on the for-cause issue “reflects the terminable-at-will status
of [Wohl] employees.” Fogel, 446 N.W.2d at 456 (quotation omitted).

       Third, while Section 11 listed many specific work rules and their prescribed
corrective actions, the list did not purport to be exhaustive, and it omitted entirely the
category of terminations for performance deficiencies. Thus, Section 11 did not set
forth a definite and comprehensive regime for disciplining employees. The gaps in its
coverage are well-illustrated by this dispute. Bradshaw argues that he was terminated
for violating Work Rule 1, which declared that “selling and non-selling responsibilities
are to be shared by all employees” and which provided a four-step discipline process
for non-compliance, beginning with a “Verbal Warning.” But Work Rule 1 made no
reference to poor sales performance, either by an individual salesperson, or by a
regional sales manager such as Bradshaw. The clear import of the rule was that sales
employees must be willing to perform non-selling duties, such as stocking and cleaning.
Neither Work Rule 1 nor any other rule in Section 11 addressed the question of
whether a regional sales manager may be terminated for persistently poor sales
performance. This critical omission confirms that the work rules were not a definite
offer to modify Bradshaw’s at-will employment status.

      Fourth, the Wohl Manual expressly provided that all policies were subject to
change at any time, the third relevant factor cited by the Iowa Supreme Court.

                                           -5-
       Finally, the General Policy portion of Section 11 recommended that an
immediate supervisor and the Personnel Department be consulted prior to the
termination of any employee, even if termination was the sole prescribed corrective
action. This tends to confirm that the Wohl Manual was an informational guide to
management personnel (such as Bradshaw), not the offer of a unilateral contract
guaranteeing employees rights to for-cause termination and progressive discipline. A
manual that “sets forth policies, not directives,” for management is not sufficiently
definite to contractually alter the at-will relationship. Thompson, 564 N.W.2d at 845.

      For the foregoing reasons, the judgment of the district court is affirmed.

      A true copy.

             Attest:

                CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




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