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       IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON

REYNOLD QUEDADO,                            ) 
                                            )       No. 67030-1-I
                      Appellant,            )
                                            )       DIVISION ONE
              v.                            )
                                            )
THE BOEING COMPANY, a                       )
Delaware corporation,                       )       PUBLISHED OPINION 
                                            )
                      Respondent.           )       FILED: May 14, 2012
_________________________________)

       Becker, J.  --  Appellant Reynold Quedado, a Boeing employee, was 

demoted out of management for exerting influence to get two of his relatives 

hired.  In this action for wrongful demotion and breach of implied contract, 

Quedado contends the Boeing Code of Conduct and two company policy

documents contained enforceable promises concerning how investigations of 

employee conduct are to be investigated and how discipline is to be imposed.  

The record discloses no evidence of an implied contract modifying the at-will 

employment relationship and no promises of specific treatment in specific 

situations.  The trial court properly granted summary judgment dismissal of 

Quedado's claim. 

No. 67030-1-I/2

                                        FACTS

       Because we review summary judgment granted in Boeing's favor, we 

consider the facts in the light most favorable to Quedado.  Wilson Court Ltd.

P'ship v. Tony Maroni's Inc., 134 Wn.2d 692, 698, 952 P.2d 590 (1998).  There 

is no dispute as to the material facts set forth below.  

       Quedado began working at Boeing as an engineer in 1980.  He was 

promoted into management in 1994 and into senior management in 1997.  

Quedado maintained a clean disciplinary record until the events underlying this 

case.

       It was an established company policy that the hiring, transfer, or 

placement of relatives of Boeing employees "must not result in actual or 
perceived preferential treatment, improper influence, or other conflict."1  

Management employees had special responsibilities to take action to address 

potential conflicts and to seek assistance with understanding the requirements of 

the rules, where necessary.  

       In early 2006, Quedado came under suspicion of improperly using his 

influence to get his second cousin and his nephew hired at Boeing.  An 

investigation ensued over a period of approximately eight weeks.  The lead 

investigator interviewed seven employees involved in the hiring or placement of 

the two relatives.  The investigator also interviewed Quedado.  The investigator 

       1 Clerk's Papers at 105 (PRO-6477 at 10), Clerk's Papers at 113 (PRO-58 at 3).  

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No. 67030-1-I/3

reported that Quedado had improperly used his influence to obtain positions for 

his relatives, and when questioned he was not forthcoming about his family 

relationships.  

       As a result of the investigation, Quedado was demoted to a non-

management position in a different work unit.  This meant a reduction in wages.  

       Quedado filed this suit on May 11, 2009.  The trial court granted Boeing's 

motion for summary judgment on March 25, 2011.  This appeal followed. 

                              Summary of Relevant Law

       Generally, an employment contract that is indefinite as to duration is 

terminable at will by either the employee or employer.  Roberts v. Atlantic 

Richfield Co., 88 Wn.2d 887, 894, 568 P.2d 764 (1977).  In Washington, an 

employer's employment policies and procedures can alter the employment at-will 

relationship and form either a binding implied employment contract or create 

enforceable promises regarding terms of employment.  Burnside v. Simpson 

Paper Co., 123 Wn.2d 93, 104, 864 P.2d 937 (1994).  "This rule rests on the 

principle that by using a manual or handbook, an employer secures promises 

from the employees which create a loyal, orderly and cooperative work force, 

such that the employer should be equally bound to its promises to the employee, 

which are designed to create an atmosphere of job security and fair treatment."

Drobny v. Boeing Co., 80 Wn. App. 97, 101, 907 P.2d 299 (1995), citing 

Thompson v. St. Regis Paper Co., 102 Wn.2d 219, 229-30, 685 P.2d 1081 

(1984).  By making written promises, the 
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No. 67030-1-I/4

employer creates an expectation in the employee, "and thus an obligation of 

treatment in accord with those written promises." Thompson, 102 Wn.2d at 230.

       An employer may be bound by its written materials in either of two ways. 

Duncan v. Alaska USA Fed. Credit Union, Inc., 148 Wn. App. 52, 60, 199 P.3d 

991 (2008).  First, the written materials may create an implied contract modifying 

the at-will relationship.  Second, the written materials may create an atmosphere 

of job security and fair treatment with promises of specific treatment in specific 

situations, whereby an employee is induced to remain on the job and not actively 

seek other employment.  Duncan, 148 Wn. App. at 60; Thompson, 102 Wn.2d at 

230.  The second avenue is based on an equitable theory of justifiable reliance.  

Korslund v. DynCorp Tri-Cities Servs., Inc., 156 Wn.2d 168, 185, 125 P.3d 119

(2005).  

        To prove the existence of an implied contract, the employee must 

establish the basic requisites of contract formation.  These are an offer of new or 

different employment terms; acceptance; and consideration.  Thompson, 102 

Wn.2d at 228; Kuest v. Regent Assisted Living, Inc., 111 Wn. App. 36, 51, 43 

P.3d 23 (2002), review denied, 149 Wn.2d 1023 (2003).  These elements may 

be established by showing that the employer provided a policy manual and 

explained it to the employee, the employee signed the policy and agreed to 

abide by it, and the employee continued to work for the employer.  Gaglidari v. 

Denny's Restaurants, Inc., 117 Wn.2d 426, 433, 815 P.2d 1362 (1991).  

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No. 67030-1-I/5

       To establish an equitable reliance claim, the employee must prove 

       (1) that a statement (or statements) in an employee manual or 
       handbook or similar document amounts to a promise of specific 
       treatment in specific situations, (2) that the employee justifiably 
       relied on the promise, and (3) that the promise was breached.

Bulman v. Safeway, Inc., 144 Wn.2d 335, 340-41, 27 P.3d 1172 (2001).  

       If the written terms amount only to "general statements of company 

policy," then the document does not create an implied contract modifying the at-

will relationship, nor does it support an equitable claim of reliance on a specific 

promise.  Thompson, 102 Wn.2d at 231; Drobny, 80 Wn. App. at 101.  "Only 

those statements in employment manuals that constitute promises of specific 

treatment in specific situations are binding."  Stewart v. Chevron Chem. Co., 111 

Wn.2d 609, 613, 762 P.2d 1143 (1988).  An employer may also escape 

obligation if it states "in a conspicuous manner" in the written materials that

"nothing contained therein is intended to be part of the employment relationship"

(i.e., the materials contain a conspicuous "disclaimer"), or if the employer 

specifically reserves a right to modify the policies, or writes them "in a manner 

that retains discretion to the employer."  Thompson, 102 Wn.2d at 230-31.  

       Whether or not an employer has made a promise specific enough to 

create an obligation and to justify an employee's reliance thereon is a question 

of fact.  Burnside, 123 Wn.2d at 104-05.  However, "if reasonable minds cannot 

differ as to whether language sufficiently constitutes an offer or a promise of 

specific treatment in specific circumstances, as a matter of law the claimed 

promise cannot be part of the employment 
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No. 67030-1-I/6

relationship."  Swanson v. Liquid Air Corp., 118 Wn.2d 512, 522, 826 P.2d 664 

(1992). 

                              BOEING'S DOCUMENTS

       Quedado contends his demotion either violated an implied contract that 

arose from the Boeing Code of Conduct and two more detailed documents, PRO-

1909 and BPI-2616, or violated specific promises contained in those documents.

       The code is a one-page document that every employee must sign every 

year, certifying understanding and compliance.  It begins with a general 

statement of high ethical aspirations:  

       The Boeing Code of Conduct outlines expected behaviors for all 
       Boeing employees.  Boeing will conduct its business fairly, 
       impartially, in an ethical and proper manner, and in full compliance 
       with all applicable laws and regulations.  In conducting its 
       business, integrity must underlie all company relationships, 
       including those with customers, suppliers, communities and among 
       employees.  The highest standards of ethical business conduct are 
       required of Boeing employees in the performance of their company 
       responsibilities.  Employees will not engage in conduct or activity 
       that may raise questions as to the company's honesty, impartiality,
       reputation or otherwise cause embarrassment to the company.  

The code then enumerates eight specific employee obligations and 

encourages employees to report violations. It concludes by stating, 

"Every employee has the responsibility to ask questions, seek guidance 

and report suspected violations of this Code of Conduct.  Retaliation 

against employees who come forward to raise genuine concerns will not 

be tolerated."

       The code makes no "offer" of new 
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No. 67030-1-I/7

employment terms or entitlements.  Nor does it extend any specific promises as 

to how employees will be treated in specific situations.  The statement that 

Boeing will conduct its business fairly, impartially, and in full compliance with all 

laws and regulations can be read only as a general promise that fits squarely 

within what the Thompson court called "merely . . . general statements of 

company policy, and thus, not binding."  Thompson, 102 Wn.2d at 231.  In 

Thompson, the Supreme Court examined a similar statement in an employee 

manual, stating that "terminations will be handled in a fair, just and equitable 

manner."  Thompson, 102 Wn.2d at 224.  The court held that this language 

"merely implements a company policy to treat employees in a fair and consistent 

manner," and did not constitute a specific, binding promise.  Thompson, 102 

Wn.2d at 224; see also Hill v. J.C. Penney, Inc., 70 Wn. App. 225, 235, 852 P.2d 

1111 (rejecting theory that employer's "general policy of fair treatment" modified 

the employment at-will relationship because "general policies and subjective 

beliefs do not modify an at-will employment contract"), review denied, 122 

Wn.2d 1023 (1993).  Boeing's code was likely intended to foster a general 

"atmosphere of fair treatment" for Boeing employees.  Thompson, 102 Wn.2d at 

229.  But such an "atmosphere" is not enough to modify the at-will relationship.  

Bulman, 144 Wn.2d at 343.  The Boeing Code of Conduct does not provide a 

basis for this lawsuit.  

       Boeing also maintained an array of company-wide procedures ("PROs") 

and business process instructions ("BPIs").  Quedado contends that statements

contained in PRO-1909 and BPI-2616            7 

No. 67030-1-I/8

constituted an offer or a promise of specific treatment in specific circumstances.  

PRO-1909 is the "Administration of Employee Corrective Action" policy.  

Associated with it is BPI-2616, "Employee Corrective Action Guidelines."  These 

two documents set forth rules and procedures governing investigations of 

employee misconduct and a matrix of guidelines for selecting an appropriate 

discipline.  In Quedado's management role, he received training in the content 

and application of these two documents, and he participated in the investigation 

and discipline of subordinate employees using the corrective action framework 

created by the two documents.  

       Contrary to Quedado's argument, the two documents he attempts to rely 

on vest ultimate discretion in Boeing as to how investigations will be carried out 

and what discipline will be meted out.  For example, Quedado contends his 

demotion on a first offense violated a promise of progressive discipline with 

warnings or suspensions imposed before demotion.  But neither document

makes such a promise.  BPI-2616 states, "Generally, management should follow 

a progressive ECA [Employee Corrective Action] path; however, some acts of 

unacceptable conduct are so serious as to warrant severe corrective action upon 

the first known offense."  PRO-1909 similarly states that "some acts of 

unacceptable conduct are so serious as to warrant severe corrective action upon 

the first known offense."  Both documents specifically caution that management 

employees are held to a higher standard of conduct and may be subject to more 

severe levels of corrective action.  No language promises that the company will 

adhere to the matrix of recommended           8 

No. 67030-1-I/9

disciplinary sanctions in BPI-2616.  Rather, the matrix is described by BPI-2616 

as simply "a tool that will assist the manager and the Human Resources 

organization" in determining appropriate discipline "given the specific facts of 

incidents."  These statements demonstrate that the disciplinary matrix is "merely 

a guideline for management."  Stewart, 111 Wn.2d at 614.  

       Where an employment manual gives the employer discretion in applying 

the discipline procedures, "courts have held as a matter of law that the manual 

does not provide a promise of specific treatment in a specific circumstance."  

Drobny, 80 Wn. App. at 103.  This case is like Drobny, which involved a claim 

against Boeing based on written policies providing that the discipline process 

was "to be governed by progressive discipline," and would "normally" begin with 

a written warning, but "acts warranting severe discipline" might justify dismissal 

or suspension.  Drobny, 80 Wn. App. at 102-03.  These statements were held 

not to be specific promises.  "Boeing retained discretion to determine on a case-

by-case basis whether conduct would be deemed serious enough to merit 

dismissal without recourse to progressive discipline."  Drobny, 80 Wn. App. at 

104. The same is true here. 

       Quedado makes much of the statement in BPI-2616 that the disciplinary 

guidelines "must be applied consistently throughout the workplace."  In response 

to a discovery request, Boeing identified two other employees as having been 

disciplined for similar hiring policy violations, yet their only discipline was five

days' leave without pay.  Quedado argues that Boeing's decision to demote him 

violated an enforceable promise of            9 

No. 67030-1-I/10

consistent discipline.  But read as a whole, BPI-2616 leaves the company with 

ample discretion to impose varying discipline, depending upon how its decision 

makers view the circumstances of each individual case.  

       Quedado's manager Garry Totman admitted he had only "minimal" 

involvement in the investigation and discipline decision-making process that led 

to Quedado's demotion.  Quedado contends BPI-2616 promises that an 

employee's manager will be involved in all steps of the investigation and 

corrective action process.  BPI-2616 makes no specific promises regarding the 

extent of a manager's involvement.  It includes the manager as one of three 

roles relevant to each step of the disciplinary process, but it does not expressly 

require the manager's involvement at any given stage nor does it specify any 

extent of involvement.  

       Similarly, we find no enforceable promise in language found in both 

documents emphasizing that investigations and corrective actions should be 

based on facts as opposed to opinions, hearsay, and personal feelings.  These 

are guidelines for the benefit of personnel who are in charge of corrective action.  

They are too general to create a promise to employees that opinions, hearsay,

and personal feelings will never play a part in the company's disciplinary 

process.  

       Nor did the two documents create an implied contract.  On the first page 

of both is a conspicuous disclaimer of contractual rights.  In a section titled 

"Purpose/Summary," BPI-2616 provides:

                                              10 

No. 67030-1-I/11

       This process instruction does not constitute a contract or 
       contractual obligation, and the company reserves the right, in its 
       sole discretion, to amend, modify, or discontinue its use without 
       prior notice, notwithstanding any person's acts, omissions, or 
       statements to the contrary.  

PRO-1909 contains nearly identical language.  

       "It is generally recognized that an employer can disclaim what might 

otherwise appear to be enforceable promises in handbooks or manuals or 

similar documents."  Swanson, 118 Wn.2d at 526.  

       At a minimum, the disclaimer must state in a conspicuous manner 
       that nothing contained in the handbook, manual, or similar 
       document is intended to be part of the employment relationship 
       and that such statements are instead simply general statements of 
       company policy. 

Swanson, 118 Wn.2d at 527, citing Thompson, 102 Wn.2d at 230; see also

Birge v. Fred Meyer, Inc., 73 Wn. App. 895, 898-99, 872 P.2d 49, review denied, 

124 Wn.2d 1020 (1994).  Boeing's disclaimers met the minimum requirement

described in Swanson.

       A disclaimer "must be effectively communicated to an employee in order 

to be effective."  Swanson, 118 Wn.2d at 519.  Quedado declares that he never

signed a disclaimer in any Boeing employment policy and contends the 

disclaimer was therefore ineffective.  But he does not claim he was unaware of 

the disclaimers.  Indeed, he claims to have known enough about the specific 

contents of the two documents to rely on them.  It is not plausible that he was 

aware of what the documents said about how to conduct an investigation and 

take corrective action, yet remained 
                                              11 

No. 67030-1-I/12

unaware of the conspicuous disclaimer.              A disclaimer may be negated by 

later, inconsistent representations by the employer.  Swanson, 118 Wn.2d at 

532.  Quedado contends managers were told the procedures set forth in BPI-

2616 and PRO-1909 documents were mandatory.  Even so, the documents do 

not contractually modify the at-will employment relationship Quedado had with 

Boeing because they do not offer new employment terms or make new promises 

of specific treatment.  Examples in Swanson of subsequent representations by 

an employer that could negate a disclaimer included employment manuals that 

provided "exclusive lists of reasons for discharge"; a "listing of detailed 

procedures and specific grounds for discharge"; and "detailed disciplinary 

policies, including descriptions of certain conduct for which termination would be 

immediate and other circumstances in which warnings would be provided before 

discharge."  Swanson, 118 Wn.2d at 532-34 (emphasis added).  The directives 

in PRO-1909 and BPI-2616 retain too much discretion in the hands of the 

company to be construed as negating the disclaimers found in those documents.  

       In summary, the facts here can lead only to the conclusion that Boeing 

intended BPI-2616 and PRO-1909 to guide the employment relationships, not to 

create a binding process through a set of promises.  

       Without evidence of a promise that modified Quedado's at-will 

employment status, his theories of breach of implied contract and equitable 

reliance on a promise of specific treatment must fail.  Summary judgment was 

properly granted to Boeing.  

                                              12 

No. 67030-1-I/13

       Affirmed.  

WE CONCUR:

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