Filed 9/15/16 Zhou v. Ruess CA3
                                           NOT TO BE PUBLISHED



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 This opinion has not been certified for publication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
                                      THIRD APPELLATE DISTRICT
                                                        (Shasta)
                                                            ----




JANE ZHOU,                                                                                   C073405

                   Plaintiff and Appellant,                                        (Super. Ct. No. 168934)

         v.

WILLIAM R. RUESS et al.,

                   Defendants and Respondents.




         Plaintiff Jane Zhou sued her former employer and its partners for breach of
contract arising from their terminating her employment. Trial was bifurcated, and the
court tried the sole issue of whether plaintiff was an at-will employee. It determined she
was. The written agreement she claimed established a specific term of employment was
ambiguous and not an integrated agreement. The court thus relied upon extrinsic
evidence to conclude the agreement did not establish a specific term of employment.


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       Plaintiff appeals. She contends the trial court erred by admitting and relying upon
extrinsic evidence. She argues the agreement expressly established a specific term of
employment, and, because the parol evidence contradicted the agreement’s terms, the
evidence should not have been admitted. She also contends the admitted evidence does
not establish she was hired at-will.
       We affirm the judgment. The agreement is susceptible to the interpretation
proffered by defendants, and substantial evidence supports the trial court’s resolution of
conflicting facts and its interpretation of the agreement.
                                          FACTS
       Defendant Redding Pathologists is a partnership. In May 2008, the partners were
defendants William R. Ruess, M.D., Don V. Stanton, M.D., Tikoes A. Blankenberg,
M.D., and Mark W. Ramus, M.D. Defendant Sean D. Pitman, M.D., was an employee in
2008 and later became a partner. Blankenberg was responsible for the partnership’s
personnel decisions. For convenience, we refer to this group of defendants collectively
as defendants.
       In early 2008, plaintiff, then working as a pathologist for a different pathology
practice, called Blankenberg to see if there were any openings at Redding Pathologists.
At the time there were none. In May 2008, Blankenberg called plaintiff, said they may
have an opening, and asked if she was still interested. She was. He invited her to meet
with him and the other partners.
       The meeting occurred at Ruess’s home. Over the course of two hours, the partners
asked plaintiff about her current job to understand why she was unhappy there. They
asked her about her qualifications and background. She presented her resume, and they
discussed it. They discussed employment with her. In his deposition, Blankenberg stated
the partners outlined at the meeting in very general terms how employees become
partners, that employees have a trial period of three years, and that the partners expect
certain things to happen during that trial period. They expected collegial behavior,

                                              2
professional behavior, good interactions with clients, business development, and a high
quality of work.
       In his deposition, Blankenberg stated he did not think he discussed at this meeting
that plaintiff would not “be around” if these standards were not met, or that she could be
fired for any reason. Ruess testified that no one at the meeting mentioned plaintiff’s
possible employment would be at-will.
       Plaintiff testified that none of the defendants at the meeting discussed what they
had in mind for her, and employment was not mentioned.
       Sometime after the meeting, the partners agreed to hire plaintiff as an employee.
They agreed what her salary would be for the first three years, and that they would
consider partnership for her at the end of three years. There was no discussion among the
partners about whether to hire her as an at-will employee because, in Ruess’s words, it
“was obvious.” The partnership never entered into employment contracts for specific
terms. The partnership’s practice was to hire pathologists as at-will employees. The first
three years of employment were a trial period, at the end of which the partners would
decide whether to make the employee a partner. The employee was not guaranteed
employment during the three-year trial period. The short trial period and guaranteed vote
on partnership were enhancements to attract good employees.
       On May 29, 2008, Blankenberg called plaintiff and told her the partners had
decided to hire her. He asked her to come to his office that afternoon. She did, and he
gave her a letter dated May 29, 2008, offering her employment. The letter reads in
pertinent part:
       “This will serve as a letter of intent from Redding Pathologists to hire you as an
employee Pathologist commencing by May 30, 2008. Annual salary and time off will be
as follows:




                                             3
       “Year 1:       $200,000      8 weeks time off
       “Year 2:       $220,000      8 weeks time off
       “Year 3:       $240,000      8 weeks time off
       “Time off includes CME activities. Additionally you have 10 Fridays off a year.
       “Redding Pathologists will pay your malpractice insurance premium . . . and your
medical staff dues.
       “Heath insurance will be provided under Redding Pathologists group policy. . . .
You will be included in Redding Pathologists 401(k) Profit Sharing Plan and eligible July
1st or January 1st following one year of employment.
       “During your 3-year employment we expect you to be fully involved in our
medical practice, and to accept increasing responsibilities in the Partnership’s business.
At the end of your 3-year employment, advancement to Partnership status will be
determined by unanimous vote of the Partners present at that time. [¶] . . . [¶]
       “Please sign one copy of this letter and return it to me. If you have any questions
or problems, please don’t hesitate to call.”
       Blankenberg asked plaintiff to review the letter, and he asked her if she had any
questions about it. She did. She said the contract looked short and was unlike anything
she had received before. She attempted to negotiate different terms. She asked if the
partnership would pay for her continuing education. Blankenberg said it would not. She
asked to raise the salary by $10,000. Blankenberg refused. He was not authorized to
negotiate new terms without the consent of all of the partners. She asked about health
insurance coverage and the 401K plan, but Blankenberg could not answer those
questions. He told her that Barbara Boyd, the partnership’s human resources coordinator,
would explain those matters to her. There were additional documents and policies
plaintiff would need to review that were pertinent to her that would answer her questions.




                                               4
       Blankenberg testified that half of the time he and plaintiff were meeting together,
they talked about the employment trial period and how the partnership functioned. In
“[his] words,” he told her she would be an at-will employee. He did not use the term “at-
will,” but he outlined for her what was expected of her. If these expectations were not
met, “she wouldn’t be there” or “wouldn’t be around.” He explained the trial period to
her and told her of three or four different ways that if her performance was not “there,”
she would not be there. Other terms of employment were contained in the personnel
policies and procedures manual (personnel manual), an employee handbook, and an
acknowledgement. These were the other documents he had mentioned to plaintiff, and
they specifically included the phrase “at-will.”
       Plaintiff testified that none of these matters were discussed when she met with
Blankenberg. She stated Blankenberg did not tell her that other documents would
become part of this contract, that she could be terminated before the three-year period
was up for any reason, or that the first three years were a trial period. Plaintiff, at the
time of her meeting with Blankenberg, did not know what an at-will employee was; she
had not even heard of that term.
       After their discussion, plaintiff signed the letter, and then Blankenberg signed the
letter on behalf of defendants.
       After the meeting, plaintiff called Blankenberg and asked whether the partnership
would pay for tail malpractice insurance, a type of insurance that would protect plaintiff
if she were to leave her employment. By letter dated, May 30, 2008, Blankenberg
confirmed the partnership would pay for her tail coverage “when you terminate your
employment with this group regardless of whether it is your decision or Redding
Pathologists decision for you to terminate your employment.”
       The day after the meeting, May 30, plaintiff arrived at Redding Pathologists and
met with Barbara Boyd for orientation. Boyd’s usual orientation practice included
having the new employee read the personnel manual and a safety manual in a conference

                                               5
room. Boyd remembered meeting with plaintiff and handing her the policy manuals to
read in the conference room.
        The remainder of the orientation consisted of Boyd and the new hire going
through a checklist of items to discuss. Some of the items to be covered included
whether the employee had actually read the personnel manual; whether the employee
received an employee handbook, which was a summary of the personnel manual; and
whether the employee signed an acknowledgment stating he or she received the
handbook and read the acknowledgment. As Boyd went through the checklist, she placed
her initials after each item she discussed. When she finished, she had the new employee
review the checklist line by line and place his or her initials after each item.
        After giving the employee a copy of the employee handbook, Boyd gave the
employee the acknowledgement form asking the employee to acknowledge receiving the
handbook. She encouraged the employee to read the form before signing it. The
employee signed the form in Boyd’s presence.
        As she went through the checklist, Boyd put papers and copies of relevant
documents in a manila envelope. At the end of her orientation, she gave the envelope
with its contents to the employee, explaining the documents were for the employee to
keep.
        Boyd recalled going through the checklist with plaintiff, and she recognized her
own initials on the checklist she used with plaintiff, but she could not specifically recall
plaintiff initialing each item. On the checklist, Boyd wrote her initials and quotation
marks to note that plaintiff read and understood the personnel manual, and that she
received the employee handbook and signed the acknowledgement. The checklist also
shows that the employee initialed those same items.
        The personnel manual, the employee handbook, and the acknowledgment Boyd
gave to plaintiff all contain statements that employees generally are hired at-will. The
title page of the personnel manual contains the following statement: “This manual is not

                                              6
intended to be and should not be construed as an express or implied contract of
employment at Redding Pathologists or as a guarantee of any specific treatment in any
specific situation. Absent a specific written contract of employment to the contrary, all
employment with Redding Pathologists is ‘at-will’ and either the employee or the
Company may terminate the employment relationship at any time, for any reason, with or
without cause or notice. It is understood that no supervisor, manager, or representative of
Redding Pathologists other than a Pathologist has the authority to enter into any
agreement with any current or prospective employee for employment for any specified
period or to make any promises or commitments contrary to the foregoing.”
       The personnel manual contains three additional, similar writings that state all
employment with the partnership is at will.
       The first page of the employee handbook welcoming the employee to the business
contains the following writing: “Please remember that this handbook is not a contract
guaranteeing employment for any specific duration. Although we hope that your
employment relationship with us will be long-term, either you or Redding Pathologists
may terminate this relationship at any time, for any reason, with or without cause or
notice. Please understand that no supervisor, manager or representative of Redding
Pathologists other than a Pathologist has the authority to enter into any agreement with
you for employment for any specified period or to make any promises or commitments
contrary to the foregoing.”
       The employee handbook contains two additional, similar writings that state
employment is at will.
       The acknowledgement form is similar, except that it does not contain language
authorizing a pathologist to enter into employment contracts for a specified term. It reads
in part: “I understand that this handbook is not a contract guaranteeing my employment
for any specific duration and that the Company or I may terminate the employment
relationship at any time, for any reason, with or without cause or notice. [¶] I understand

                                              7
that no supervisor, manager or representative of Redding Pathologists has the authority to
enter into any agreement with any current or prospective employee for employment for
any specified period or to make any promises or commitments contrary to the foregoing.”
The acknowledgment form is signed by “Jane Zhou.”
        Plaintiff recalled receiving from Boyd at the end of the day a large, thick envelope
sealed with a metal clip. She did not know what was inside the envelope because she
never opened it.
        Plaintiff testified she never saw the personnel manual or the employee handbook.
She recalled she was put into a conference room and given two binders to read, but she
did not know if she actually read the personnel manual at that time. She also could not
determine whether the initials on the checklist were hers, and she did not recall receiving
the items the checklist noted had been given to her.
        The acknowledgment form has plaintiff’s name signed on it, but plaintiff testified
she could not determine whether the signature was hers. She did not remember seeing
the form or signing it. She did not read all of the documents she signed that day. She
stated if the signature on the acknowledgment form was hers, she did not read the form
because she was given many papers to sign that day and she signed some without reading
them.
        Blankenberg testified that when the partnership first hired him, it indicated there
would be a trial period where he would work as an employee, and at the end of three
years, he would be considered for partnership. He was not guaranteed employment or to
become a partner, and he could have been let go at any time. He understood he could
have been let go at any time for any reason.
        Blankenberg was involved in hiring four or five other pathologists. The process
resembled that used to hire plaintiff. The candidates were told “they were at-will
employees, or essentially those words.” One of those hires did not become a partner. He



                                               8
was employed for two years, seven or eight months, and then he quit “before we fired
him.”
        Blankenberg helped prepare the personnel manual with assistance from a
management group named HR Central. He drafted the offer letter without the assistance
of HR Central or an attorney.
        The offer letter was a template the partnership had used for years for hiring
pathologists. The paragraph that discussed the “3-year employment” was consistent with
the offer letters given to other pathologists. Blankenberg testified the letter’s use of the
year one, year two, and year three language enumerated the salary and bonus the
pathologist would receive through the trial period if the pathologist continued with the
partnership for that length of time. The phrase “3-year employment” used in the letter
referred to the maximum trial period the partnership would offer an employee. The
partnership never intended by means of the letter to give up any rights it held to terminate
plaintiff.
        Blankenberg testified that plaintiff never used the phrase “three year contract”
with him until after she had been terminated. During the meeting at which the
partnership terminated her employment, plaintiff did not assert she could be fired only for
cause during the first three years of her employment. She also did not assert that the
partnership had to buy out the remaining years on her contract.
        Blankenberg stated the partnership maintained an at-will employment policy
because they work in a dangerous environment, and a mistake by a pathologist could
maim, disfigure, or kill a patient. The partnership believed it had to be able to terminate
employees and partners quickly if they were not functioning.
        Asked at trial by plaintiff’s counsel whether the partnership intended to be able to
terminate plaintiff “for no reason whatsoever,” Blankenberg stated the partnership was
an at-will employer, and employees were at-will just like the partners were at-will. It was
a necessity of their business. Counsel introduced Blankenberg’s response in his

                                              9
deposition to the same question, where Blankenberg stated, “We would never terminate
anybody for no reason.”
                             TRIAL COURT’S JUDGMENT
       In her complaint, plaintiff alleged the May 29, 2008, letter of intent from
Blankenberg was a written employment contract under which the partnership granted her
a specific employment term of three years. The partnership terminated her employment
on June 9, 2009.
       Plaintiff originally alleged eight different causes of action. However, the court at
plaintiff’s request dismissed all of her causes of action except one for breach of an
employment contract. The parties stipulated to bifurcate trial for the court to decide first
whether plaintiff had been an at-will employee.
       Following trial, the court determined plaintiff had not shown her employment was
not at-will. Labor Code section 2922 establishes a presumption that employment in
California is at-will, and plaintiff had not overcome the presumption. The trial court first
determined it could consider extrinsic evidence to establish the parties’ intentions. It
could do so because the May 29 letter of intent was “far from being clear.” The letter’s
references to a three-year employment did not clearly establish a guaranteed term of
employment, as they were made in the context of a period of time after which plaintiff
would be considered for partnership.
       The court also determined it could consider extrinsic evidence because the letter of
intent was not an integrated agreement. It was not integrated because it contained no
integration clause and did not detail many essential terms of an employment relationship,
such as employment duties and benefits. It also did not discuss early termination by
either side or what would happen at the end of the three-year period.
       Relying on extrinsic evidence, the trial court determined the letter of intent was
just that—a letter offering employment. An enforceable employment contract did not
exist until the following day after plaintiff executed the various employment documents,

                                             10
including the at-will acknowledgment. The court ruled the references to a three-year
employment were “made in the context of what salary [plaintiff] could expect if she
continued employment during that period and in the context of when she would be
considered for partnership. The Letter does not make certain that the employment is
guaranteed for three years, and the Court finds there is insufficient evidence that such a
guarantee of continued employment was otherwise ever made to Plaintiff. . . . [¶] Given
the totality of the evidence, the Court finds that the Plaintiff was duly informed of her
status as an at-will employee at the outset of her employment, and that she expressly
accepted this term.” (Original underscoring.)
       The trial court based its last statement on finding that plaintiff, during her
orientation with Boyd, received documents replete with references to her employment
being at-will, and she signed the acknowledgment form indicating she reviewed them.
       The court entered judgment in favor of defendants. Plaintiff appeals.
                                       DISCUSSION
       California law presumes an employment “having no specified term” is at-will.
(Lab. Code, § 2922 (section 2922).) “An at-will employment may by ended by either
party ‘at any time without cause,’ for any or no reason, and subject to no procedure
except the statutory requirement of notice. [Citations.]” (Guz v. Bechtel National, Inc.
(2000) 24 Cal.4th 317, 335 (Guz).)
       On the other hand, an employment “for a specified term” may be terminated only
for cause. (Lab. Code, § 2924 (section 2924).) Specifically, it may be terminated for
“any willful breach of duty by the employee in the course of his employment, or in case
of his habitual neglect of his duty or continued incapacity to perform it.” (Ibid.; Khajavi
v. Feather River Anesthesia Medical Group (2000) 84 Cal.App.4th 32, 39.)
       An express written agreement that an employer will not terminate an employee
except for good cause may rebut section 2922’s presumption of at-will employment.
(Foley v. Interactive Data Corp. (1988) 47 Cal.3d 654, 677.) Such express written

                                              11
promises may be included in contracts of employment, personnel policies, and offer
letters. (See Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 391 (Dore) [signed
offer letter became express written employment contract]; Guz, supra, 24 Cal.4th at p.
344.)
        A plaintiff alleging an agreement to terminate employment only for good cause
bears the burden to rebut the statutory presumption of section 2922. (See Leek v. Cooper
(2011) 194 Cal.App.4th 399, 417.)
        Plaintiff contends her employment was not at will. She claims the letter of intent
is an express agreement by defendants to hire her for a specified term of three years. She
argues that because the letter includes a specified term, her employment was not subject
to section 2922’s presumption of at-will employment. Rather, it was subject to section
2924’s prescription to terminate only for cause.
        Plaintiff contends the trial court erred in admitting extrinsic evidence. She claims
it was error because the letter of intent was an integrated agreement at least as to her term
of employment, and the trial court relied on extrinsic evidence that contradicted the
letter’s express terms. Plaintiff also asserts it was error to admit extrinsic evidence
because the letter of intent was not ambiguous or susceptible to the meaning argued by
defendants.
        Plaintiff contends that even if the trial court correctly admitted extrinsic evidence,
no substantial evidence supports the court’s conclusion that she did not overcome the
statutory presumption of at-will employment. She argues there was no evidence
supporting a finding that she agreed the partnership could fire her at will. She claims
Blankenberg’s deposition testimony contradicted his trial testimony, his testimony
showed defendants intended to be able to fire plaintiff only for cause, and the letter of
intent was an express employment agreement by a pathologist that the personnel manual
allowed.



                                              12
       Defendants contend the trial court correctly determined that plaintiff did not
overcome the statutory presumption of at-will employment. They argue the letter of
intent does not contain express wording that would establish a specified term of
employment or would limit their right to terminate her at will.
       Defendants also assert the trial court properly reviewed and admitted parol
evidence for a number of reasons. First, they claim it did so to establish the letter of
intent was not an integrated agreement and, as a result, to complete the parties’ full
agreement. Second, even if the letter of intent was an integrated agreement, they argue
the trial court lawfully considered parol evidence to determine the letter was ambiguous.
Third, they assert the court correctly determined the letter of intent was ambiguous, and it
lawfully admitted parol evidence to resolve the ambiguity and harmonize the terms of the
letter of intent with the policy documents plaintiff signed. Fourth, defendants contend the
evidence supports the trial court’s determination that plaintiff did not overcome the
statutory presumption that she was an at-will employee.
       We conclude the trial court lawfully admitted the evidence to interpret an
ambiguous contract provision, and that the court’s interpretation is supported by
substantial evidence.
       This case hinges on the meaning of the term “3-year employment” as used in the
letter of intent, and on the extent to which the trial court used, and the extent to which we
can use, extrinsic evidence to interpret that term. The parol evidence rule, with certain
exceptions, prohibits the introduction of extrinsic evidence, oral or written, to vary or add
to the terms of an integrated written contract. (Masterson v. Sine (1968) 68 Cal.2d 222,
225.) If the contract is an integrated agreement, the court may admit parol evidence to
find and interpret an ambiguity, patent or latent, so long as the evidence does not add to
or vary the agreement’s terms. (Ibid.; Code Civ. Proc., § 1856, subds. (a), (g).)
       If a party seeks to introduce extrinsic evidence, the first issue for the trial court to
resolve usually is whether the agreement being interpreted is an integrated agreement.

                                              13
“In contract law, ‘integration’ means the extent to which a writing constitutes the parties’
final expression of their agreement. To the extent a contract is integrated, the parol
evidence rule precludes the admission of evidence of the parties’ prior or
contemporaneous oral statements to contradict the terms of the writing, although parol
evidence is always admissible to interpret the written agreement. [Citation.]” (Esbensen
v. Userware Internat., Inc. (1992) 11 Cal.App.4th 631, 636-637 (Esbensen).)
       In determining whether the letter of intent was an integrated agreement, a question
of law, the court was free to look beyond the face of the writing and to review parol
evidence and the surrounding circumstances to determine whether the parties intended
the writing to be an integrated agreement. (Brandwein v. Butler (2013) 218 Cal.App.4th
1485, 1510.) By doing so, the trial court here found numerous other terms of the
employment relationship that had not been included in the letter of intent, and it correctly
concluded the letter was not a fully integrated agreement.
       However, as plaintiff notes, the trial court did not address whether the letter of
intent was a partially integrated agreement. Even if a written contract does not contain all
of the parties’ terms of agreement, it may be integrated to the extent the terms are in
writing. “Obviously where following negotiations the parties execute a written
agreement, that agreement is at least ‘partially’ integrated and parol evidence cannot be
admitted to contradict the terms agreed to in the writing. [Citation.]” (Esbensen, supra,
11 Cal.App.4th at p. 637.)
       The letter of intent was at least a partially integrated employment contract. When
plaintiff and Blankenberg executed the letter, they created an enforceable employment
contract. There is no dispute both were capable of contracting, and they manifested their
consent to the letter’s terms by signing it. The agreement had a lawful object, the hiring
of plaintiff as an employee pathologist. The agreement was also based on sufficient
consideration. (Civ. Code, § 1550.)



                                             14
       Because the letter of intent is a partially integrated agreement, we move to the
crux of this case. The trial court was free to admit extrinsic evidence to resolve an
ambiguity in the letter of intent so long as the evidence did not add to or vary the terms of
the letter of intent. “ ‘The test of admissibility of extrinsic evidence to explain the
meaning of a written instrument is not whether it appears to the court to be plain and
unambiguous on its face, but whether the offered evidence is relevant to prove a meaning
to which the language of the instrument is reasonably susceptible.’ (Pacific Gas & E. Co.
v. G. W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 37, citing numerous
authorities.)” (Dore, supra, 39 Cal.4th at p. 391.)
       “In such cases, the court engages in a two-step process: ‘First, the court
provisionally receives (without actually admitting) all credible evidence concerning the
parties’ intentions to determine “ambiguity,” i.e., whether the language is “reasonably
susceptible” to the interpretation urged by a party. If in light of the extrinsic evidence the
court decides the language is “reasonably susceptible” to the interpretation urged, the
extrinsic evidence is then admitted to aid in the second step—interpreting the contract.
[Citation.]’ [Citation.] The trial court’s determination of whether an ambiguity exists is
a question of law, subject to independent review on appeal. [Citation.] The trial court’s
resolution of an ambiguity is also a question of law if no parol evidence is admitted or if
the parol evidence is not in conflict. However, where the parol evidence is in conflict,
the trial court’s resolution of that conflict is a question of fact and must be upheld if
supported by substantial evidence. [Citation.]” (WYDA Associates v. Merner (1996) 42
Cal.App.4th 1702, 1710.)
       Our first step, then, is to determine whether the letter of intent is reasonably
susceptible to the interpretation urged by defendants. We conclude it is. Defendants
contend the letter’s references to a “3-year employment” and its three-year salary
schedule describe a three-year trial period during which plaintiff would work as an
employee, and at the end of the period, if plaintiff was still employed, she would be

                                              15
considered for becoming a partner. The three-year period described the partnership track;
it did not guarantee employment for a specific term.
       Blankenberg testified he explained the three-year trial period to plaintiff in his
office when he presented the letter of intent to her. He explained she would not be there
during the three-year period if she did not satisfy the firm’s expectations. He also told
her there were other documents and policies she would sign that were part of her
employment agreement. The following day, Boyd gave plaintiff the personnel manual to
review, a copy of the employee handbook, and the acknowledgement form. Plaintiff
signed the acknowledgment form, agreeing she understood her employment was
terminable at-will.
       Blankenberg also testified that defendants’ practice was to hire pathologists as at-
will employees subject to a partnership-track trial period. Defendants had used the form
letter of intent with its three-year employment references with at least four or five other
employee pathologists. All became partners except one, who resigned before he was
fired, and he did this before the three-year period expired.
       This evidence provides a meaning to which the term “3-year employment” is
reasonably susceptible: One had to be an employee for three years—a “3-year
employment”—before becoming a partner. The evidence in support of that meaning does
not add to or vary from the ambiguous language in the letter. The letter of intent set forth
the salaries plaintiff would receive during the three years she would work as an employee
and not as a partner, but that information did not necessarily guarantee she would be
employed for those three years except for cause.
       Having determined the letter of intent is ambiguous, i.e., reasonably susceptible to
the meaning urged by defendants, we conclude the trial court did not err in admitting the
extrinsic evidence to aid in interpreting the letter.
       Our next step is to determine whether the trial court, using the extrinsic evidence,
reached a correct interpretation. To interpret the letter of intent, the court resolved

                                               16
evidentiary conflicts and made findings of fact. Accordingly, because the parol evidence
was in conflict, we review the trial court’s ruling for substantial evidence.
       The facts support the trial court’s interpretation of the letter of intent. The court
determined that Blankenberg informed plaintiff before she signed the letter of intent that
the three-year period was a trial period for purposes of becoming a partner, and that she
could be terminated before that time if she did not meet defendants’ expectations. He
told plaintiff that the other documents she would sign were part of the employment
contract. The court also found that Boyd in fact gave plaintiff the personnel manual to
review, the employee handbook to keep, and the acknowledgment form to sign, and that
plaintiff signed the acknowledgment and accepted the at-will employment.
       This evidence sufficiently supports the trial court’s conclusion that the term “3-
year employment” did not refer to a specific term of employment, but rather referred to a
trial period for purposes of being considered a partner. The phrase did not guarantee
employment during that period. As a result, plaintiff failed to overcome the statutory
presumption of at-will employment.
       Plaintiff contends no substantial evidence supports the trial court’s determination
that she was an at-will employee. First, she argues the trial court should not have
considered Blankenberg’s trial testimony because it contradicted his earlier deposition
testimony. Blankenberg testified that during the initial meeting at Ruess’s home, he told
plaintiff “in [his] words” she would be employed at will. Defense counsel introduced
Blankenberg’s deposition testimony, where Blankenberg stated he did not remember if he
or his partners during that meeting explained to plaintiff what would happen to her if
their expectations were not met or that they could fire her during the initial three-year
period for any or no reason. Asked if the partners told plaintiff her employment would be
at will, Blankenberg stated, “We did not use those terms.” Neither he nor his partners
said anything to plaintiff during the meeting at Ruess’s home that if she did not meet
expectations, she would be fired.

                                              17
       Counsel introduced Blankenberg’s deposition testimony again when, after asking
Blankenberg if he told plaintiff during their meeting in his office she was an at-will
employee, Blankenberg said, “In my words I did. And I put—that was my verbal
response. And my written documentation, that is in the remainder of the documents that I
prepared.” In his deposition, Blankenberg stated that during his meeting with plaintiff,
they discussed how one becomes a partner, that it was a trial period, and that she would
not be there if she did not meet the partnership’s expectations.
       But Blankenberg’s deposition testimony does not contradict his trial testimony in
important respects. It does not contradict his testimony that he informed plaintiff in his
office that her employment agreement included the firm’s policies and procedures she
would see and sign the following day. It does not contradict his testimony that he
informed plaintiff the first years were a trial period for her to earn partnership, and that
she would not be there if she failed to live up to defendants’ standards. Nor does it
contradict plaintiff’s written acknowledgement that she was an at-will employee.
Blankenberg’s deposition testimony did not establish plaintiff was not an at-will
employee.
       Plaintiff contends the evidence shows Blankenberg intended to fire her only for
cause. She claims Blankenberg’s statement that she would not be there if she did not
meet defendants’ expectations, and his deposition testimony that defendants “would
never terminate anybody for no reason,” show that defendants never intended to have the
ability to terminate her without cause. But these statements do not contradict the written
policies stating in effect that defendants retained the right to terminate without cause.
       Plaintiff contends the letter of intent is the type of written employment agreement
for a specified term allowed by some of the at-will provisions contained in both the
personnel manual and the employee handbook. Those provisions stated employees were
hired at-will, and “that no supervisor, manager or representative of Redding Pathologists
other than a Pathologist has the authority to enter into any agreement with you for

                                              18
employment for any specified period or to make any promises or commitments contrary
to the foregoing.” Plaintiff argues Blankenberg was a pathologist who had the authority
to enter into any agreement with her for employment for a specified period, and the letter
of intent was such an agreement.
       The personnel manual and the employee handbook may have given Blankenberg
the authority to enter into for-cause employment agreements, but his testimony indicated
he did not exercise that authority in this or any other instance of hiring a pathologist. It
was defendants’ practice and procedure to hire pathologists only as at-will employees.
They used the same form letter of intent with other hires that they used with plaintiff.
And, they did not allow Blankenberg to negotiate contracts. Any negotiation or change
in the terms of the form letter would have to be agreed upon by all of the partners.
Blankenberg offered plaintiff what the partners had authorized for employees, and no
more. Substantial evidence thus supports the trial court’s implied conclusion that
Blankenberg did not offer plaintiff guaranteed employment for three years, despite the
personnel manual and employee handbook stating he had the authority to do so.
                                       DISPOSITION
       The judgment is affirmed. Costs on appeal are awarded to defendants. (Cal.
Rules of Court, rule 8.278(a).)

                                                         NICHOLSON              , J.


We concur:



      BLEASE                 , Acting P. J.




      MAURO                  ,J


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