No. 90-250 

IN THE SUPREME COURT OF THE STATE OF MONTANA 

JAMES S. BUCK, 

Plaintiff and Appellant, 

-vsBILLINGS MONTANA CHEVROLET, INC., 

a Delaware corp.; FRONTIER CHEVROLET CO., 

a Montana corp.; FS ENTERPRISES, INC., a 

South Dakota Corp.; FRANK STINSON; and 

DENNIS MENHOLT , 

Defendants and Respondents. 

APPEAL FROM: District Court of the Thirteenth Judicial District, 

In and for the County of Yellowstone, 

The Honorable Robert Holmstrom, Judge presiding. 

COUNSEL OF RECORD: 

For Appellant: 

Kenneth D. Tolliver (argued); Wright, Tolliver & 

Guthals, Billings, Montana 

For Respondent: 

Sidney R. Thomas, Martha Sheehy (argued); Moulton, 

Bellingham, Longo & Mather, Billings, Montana 

Peter T. Stanley, Bill McNamer (argued); McNamer 

& Thompson, Billings, Montana 

Rockwood Brown (argued); Anderson, Brown, Gerbase, 

Cebull, Fulton, Harman & Ross, Billings, Montana 

Filed: 

Submitted: March 21, 1991 

Decided; May 16, 1991 

-2 

Clerk 
Justice R. C. McDonough delivered the Opinion of the Court. 

I 

plaintiff, James S. Buck, appeals from an order granting 

summary judgment in favor of defendants Billings Montana Chevrolet, 

Frontier Chevrolet, F.S. Enterprises, Inc., Frank Stinson and 

Dennis Menholt. The District Court of the Thirteenth Judicial 

District, Yellowstone County, held that the reasons asserted by 

defendants for Buck's discharge constituted a legitimate business 

reason under the Wrongful Discharge from Employment Act, Sections 

39-2-701 et seq., MCA. It therefore granted summary judgment and 

dismissed Buck's lawsuit. We affirm in part and reverse in part. 

The issues presented for our review are: 

1. Whether a new owner (controlling shareholder and new 

officers) of a business may properly terminate a long term employee 

who was general manager of the business before the control of the 

new business was sold to the new owner; 

2. Whether the District Court properly granted summary 

judgment on the issue of fraud; 

3. Whether an issue of fact exists as to the employee's 

discharge violating written personnel policies of Billings Montana 

Chevrolet; 

4. Whether The District Court properly dismissed Frontier 

Chevrolet, F.S. Enterprises, Frank Stinson and Dennis Menholt from 

the lawsuit. 

James Buck (Buck) was an employee, since 1973, of a 

corporation which was named Frontier Chevrolet Company (Frontier 

Chevrolet) and is now named Billings Montana Chevrolet, Inc., in 
Billings, Montana. The controlling shareholder of Frontier 

Chevrolet was Andy Anderson, who was Buck's father-in-law and 

president of the company. By all accounts, Buck was a competent, 

faithful employee who had risen through the ranks to become deneral 

I 

manager of the business. His expertise was recognized thro,ughout 

the automobile industry. Mr. Buck was elected President of the 

Billings Automobile Dealers Association, the only non-dealer to 

~ 

ever hold the position and was preapproved by General Motors to be 

a dealer. Apparently, Mr. Buck had dreams of purchasing the 

dealership, but he did not have sufficient resources. 

Frank Stinson is a controlling shareholder of FS Enterprises, 

Inc., which owns and controls a number of automobile dealerships. 

In 1986 he began looking for another automobile dealership on 

behalf of F.S. Enterprises, and, as a result became interested in 

purchasing the Frontier Chevrolet Company. Apparently, Mr. Stinson 

through F.S. Enterprises had a tradition of buying dealerships and 

having his long term loyal employees placed in a position of 

management at the newly purchased business. These employees would 

eventually purchase the dealership from F.S. Enterprises. This 

arrangement was a method utilized by Stinson, through his 

companies, to reward his faithful employees. 

After several months of negotiations, a contract for the 

purchase of the stock of Frontier Chevrolet was agreed to. During 

these negotiations Andy Anderson died. However, Mr. Buck and his 

wife continued to negotiate the purchase. The final contract 

required the officers and directors of Frontier Chevrolet to 
resign. The contract did not, however, require any employee to 

resign. Although Mr. Buck was the general manager of the 

dealership, he was not an officer or director. 

Sale of the stock of Frontier Chevrolet was completed on 

August 7, 1987. Consistent with Frank Stinson's and F.S. 

Enterprise's policy of management, Frontier Chevrolet, acting 

through its new officers, filled the position of executive manager 

of the dealership with one of Stinson's long-term employees, Dennis 

Menholt. The next day, Mr. Buck showed up for work and was told 

that he was no longer general manager because Menholt would be 

running the business, and it would not work out with both of them 

there. After some negotiations, he was offered the position of 

Fleet and Lease Manager, which he refused. 

Mr. Buck's employment with his father-in-law's company was 

without a contract or specified term. 

I 

Following F.S. Enterprises' purchase of the stock of Frontier 

Chevrolet, and the change of officers, Jim Buck was terminated. 

The defendants maintain that Buck was terminated in compliance with 

a long standing policy of F.S. Enterprises and Frank Stinson, which 

placed long term employees in charge of the new dealership. The 

defendants also maintain that this arrangement would save money, 

because the two positions formerly held by Buck and his fatherin-law, were consolidated into one position held by Dennis Menholt. 

Buck has not brought forth any facts to contest these reasons. 

He does, however, maintain that the first reason, which was the 
primary justification for his discharge, is not adequate under 

Montana's Wrongful Discharge from Employment Act. See 88 39-2- 

701, MCA, et seq. According to pertinent parts of the Wrongful 

Discharge Act, a discharge is only wrongful if the discharge was 

not for good cause and the employee had completed the employer's 

probationary period of employment. See § 39-2-904(2), MCA. 

Buck was not a probationary employee. Therefore, in order to 

establish a claim for wrongful discharge under 8 39-2-904(2), MCA, 

he must prove that his termination was not for good cause. Good 

cause is defined as: 

. . . reasonable job related grounds for dismissal based 

on a failure to satisfactorily perform job duties, 

disruption of the employer's operation or other 

legitimate business reason. Section 39-2-903(5). 

All parties agree that there was no failure on Buck's part to 

satisfactorily perform his job duties. Nor is there any allegation 

that he disrupted the employer's operation. Instead the defendants 

maintain that his dismissal was justified by "reasonable job 

related grounds . . . based upon [a] legitimate business reason.'' 

We must therefore determine whether under these uncontested facts 

F.S. Enterprise's policy (which became Frontier Chevrolet's policy) 

to replace Buck with its own man constituted a legitimate business 

reason under the Act. 

A review of the legislative history of the Wrongful Discharge 

from Employment Act is of little assistance. Initially good cause 

was defined as a legitimate business reason. However, further 

changes eliminated this term and defined good cause as: 

reasonable job related grounds for dismissal based upon 

5 
a failure to satisfactorily perform job duties or 

disruption of employment operations. 

This wording appears to have been set forth to include some 

specificity to misconduct charges for the protection of the 

employee. However, this limited language had a major omission 

because there was no allowance for discharge based upon legitimate 

economic reasons such as lack of work or elimination of the job. 

To remedy this situation, the term legitimate business reason was 

added to the definition. It was thought that this term was broad 

enough to cover all of the various kinds of termination of 

employment. The term would advance the employee's interest in job 

security by requiring the employer in fact have a legitimate reason 

for discharge. At the same time, the employer's interest in 

management discretion would be protected by allowing businesses to 

make employment decisions for business reasons. 

Perhaps because this term was added in an effort to broaden 

the definition of good cause, the legislature has not provided any 

concrete guidance to aid the judiciary in interpreting its meaning. 

We have, therefore, thoroughly reviewed prior case law from this 

jurisdiction, our sister jurisdictions, arbitration cases from the 

National Labor Relations Board, and law from foreign jurisdictions 

in an effort to arrive at a precise meaning of the term Illegitimate 

business reason." This review has been of little assistance. All 

attempts to more specifically define this term or like terms have 

resulted in definitions that are as general as the term itself. 

We are therefore forced to fill in the gap left by the legislature 

and to define and apply the term in an equitable fashion that most 

6 
nearly effectuates the intent of the legislature. 

A legitimate business reason is a reason that is neither 

false, whimsical, arbitrary or capricious, and it must have some 

logical relationship to the needs of the business. In applying 

this definition, one must take into account the right of an 

employer to exercise discretion over who it will employ and keep 

in employment. Of equal importance to this right, however, is the 

legitimate interests of the employee to secure employment. 

We apply this definition to the issue presented by this case. 

As stated earlier, Jim Buck was an exemplary employee who worked 

in his father-in-law's business for almost fifteen years. During 

that period of time he rose through the ranks to become general 

manager of the dealership. While holding this position, Buck was 

responsible for managing the business in his father-in-law's 

absence. 

In 1987, the business was sold to F.S. Enterprises. Frank 

Stinson, controlling shareholder, had a long term policy which was 

executed by F.S. Enterprises, of buying dealerships and placing 

long term faithful employees in the position of manager. The 

employee would then be given the chance to buy the business. 

According to deposition testimony, Stinson preferred this 

arrangement because he found the dealerships were run most 

efficiently and competently when the manager had a vested financial 

interest. In accordance with this system, Dennis Menholt was 

placed in charge of Billings Montana Chevrolet. 

In the past, we have noted that it is inappropriate for courts 
to become involved in the day-to-day employment decisions of 

business. See e.g. Hobbs v. Pacific Hide and Fur (1989) , 236 Mont. 

503, 771 P.2d 125. In cases such as this one, it is particularly 

important that this philosophy is followed. F.S. Enterprises made 

a large investment when it purchased the dealership from Buck's 

father-in-law. Because he lived in Louisiana, Stinson, through 

F.S. Enterprises and ultimately through the Frontier Chevrolet 

Company, desired to place a long term employee, in whom he held 

great trust, to manage that investment. As a matter of his policy, 

and the corporate policy of the company he controlled, such an 

arrangement was preferred because it allowed the placement of a 

person who conceivably held the same business values and 

philosophies as himself, in charge of the newly acquired business. 

It also gave him an opportunity to reward long term employees. 

It would be against common sense and rationality for this 

Court to hold that such reasons or grounds do not constitute a 

legitimate business reason and are not related to the job involved. 

The net result of such a holding would be to force a new owner of 

a business to retain someone who it did not know or perhaps even 

trust to manage a large dollar investment. 

In this case, Buck has not argued these reasons for replacing 

him were false. Instead, he has steadfastly maintained that these 

motivations were not justified by the Wrongful Discharge from 

Employment Act. Because Buck has not come forward with any 

evidence showing bad faith or falsehood, we hold summary judgment 

was properly awarded. 
We caution, however, that this holding is confined only to 

those employees who occupy sensitive managerial or confidential 

positions. An owner under these circumstances may not hold the 

right to terminate employees who hold duties which do not require 

the exercise of broad discretion. A company's interest in 

protecting its investment and in running its business as it sees 

fit is not as strong when applied to lower echelon employees, and 

may therefore be outweighed by their interest in continued, secure 

employment. See e.g. Pugh v. See's Candies Inc. (1981), 171 

Cal.Rptr. 917, 928. Under the uncontested material facts of this 

case, the company's decision to replace Jim Buck with Dennis 

Menholt as executive manager of ~rontier Chevrolet Company was for 

legitimate business reasons. The decision was not false, 

whimsical, arbitrary nor capricious and it had a logical 

relationship to the needs of the business. 

I1 

Buck maintains in a conclusory fashion that the defendants 

engaged in actual fraud at the time of his discharge by justifying 

it with false reasons. He argues that he was initially told he was 

terminated for economic reasons, because his former job of general 

manager was eliminated. He further argues that later another 

reason was given when the defendants stated Buck was discharged in 

order to make room for Dennis Menholt. He argues the original 

reasons were false and therefore constituted fraud. According to 

his argument, this "fraud1' entitles him to recover punitive damages 

under 5 39-2-905(2), MCA. 
This section states: 

The employee may recover punitive damages otherwise 

allowed by law if it is established by clear and 

convincing evidence that the employer engaged in actual 

fraud or actual malice in the discharge of the employee 

in violation of 39-2-904(1). 

Section 39-2-904(1) states: 

A discharge is wrongful only if . . . it was in violation 

for the employee's refusal to violate public policy or 

for reporting a violation of public policy. 

Through a constrained interpretation of these provisions, Buck 

argues that they should be read together to allow him to proceed 

to the jury on the issue of punitive damages. Buck maintains that 

the alleged false reasons given for his discharge constituted a 

violation of public policy and are therefore actionable under 5 39- 

2-905(2), MCA. We disagree. 

Even if everything he says is true, this section does not 

provide Buck with a legitimate claim. The clear language of these 

provisions states that punitive damages are only allowed if an 

employer engages in actual fraud or actual malice in discharging 

an employee who reports or refuses to engage in violations of 

public policy. There is no evidence Buck reported or refused 

violate public policy and he is therefore precluded from obtaining 

punitive damages under the Act. Summary judgment on this issue is 

affirmed. 

Section 39-2-904 (3) , MCA, states that a discharge is wrongful 

if 'Ithe employer violated the express provisions of its own written 

personnel policy." Buck maintains that his employment was governed 
by provisions of a written company employment manual which assured 

his continued employment if his job performance and economic 

circumstances remained satisfactory. Because neither of these 

conditions were present at the time of his discharge, Buck 

maintains the employment policies were violated and that he has a 

valid cause of action under § 39-2-904(3), MCA. 

Defendants Billings Montana Chevrolet, Frank Stinson and 

Dennis Menholt, argue this issue was not presented at the District 

Court level and therefore should not be heard on appeal. Wyman v. 

DuBray Land Realty (1988), 231 Mont. 294, 752 P.2d 196. However, 

after reviewing the record, we note the issue was raised in 

prejudgment motions and orders. We therefore hold there is 

sufficient reference to this argument at the District Court level 

to allow this Court to review its merits. 

The employee handbook contained numerous references to a 

policy on the part of the dealership to provide job security. In 

particular, one section stated: 

Our dealership is still growing. You are thus assured 

of steady employment as long as you are producing for 

us. We expect each of our employees to be maximum 

producers, always doing their part in accomplishing our 

business objectives. 

Buck maintains that because there is no evidence he failed to 

produce for the dealership and because it was not in financial 

trouble, he was dismissed in violation of the terms of the employee 

handbook. We note, however, that Dennis Menholt offered Buck a 

position of fleet manager after the dealership changed hands. 

Buck maintains that he did not accept this position because 
he did not think it was a genuine offer and would actually result 

in a later dismissal. He felt Menholt offered him this position 

in an effort to appease him so that a lawsuit could be avoided. 

If these facts are true, it is possible Buck may have a cause of 

action under !j 39-2-904(3), MCA. 

The issue was not specifically addressed in the order granting 

summary judgment . However, because the case was completely 

dismissed, we reverse the grant of summary judgment as it applied 

to this issue and remand for further proceedings to determine the 

effect of language of the handbook and then whether the offer was 

made in good faith. 

IV 

In order to fully understand the final issue of this appeal, 

it is necessary to fully comprehend the relationships between the 

different defendants. The original corporation which was owned by 

Buck's father-in-law was named Frontier Chevrolet Company 

(Frontier-Delaware). It was a Delaware corporation and its stock 

was sold to F.S. Enterprises, which is controlled and operated by 

Frank Stinson, on August 7, 1987. On August 8, 1987, FrontierDelaware terminated James Buck. 

In December of 1987, Frontier-Delaware changed its name to 

Billings Montana Chevrolet, Inc., a Delaware corporation. Later 

in this same month, the duties and assets of Billings Montana 

Chevrolet were split between itself and a new corporation 

(Frontier-Montana). Frontier-Montana performed the operating 

functions of the dealership. Billings Montana Chevrolet, on the 
other hand, retained the majority of all inventory, property and 

assets. It is also the principal shareholder of Frontier-Montana. 

This corporate scheme developed so that Dennis Menholt could 

become an approved dealer under GM guidelines. Apparently, before 

one can become a dealer, one must retain a certain percentage of 

ownership in the dealership. By splitting the assets of Billings 

Montana Chevrolet, Dennis Menholt was able to afford the costs of 

purchasing the required interest in the operating dealership. 

The District Court dismissed Frontier-Montana, Frank Stinson 

and Dennis Menholt from the lawsuit by order of summary judgment 

on February 6, 1990. F.S. Enterprises had previously been 

dismissed through stipulation of the parties. On March 1, 1990, 

Billings Montana Chevrolet (formerly Frontier-Delaware) was granted 

summary judgment on the grounds that Buck's dismissal was justified 

by a legitimate business reason. Buck has contested the dismissal 

of Frank Stinson, Dennis Menholt, Frontier-Montana and F.S. 

Enterprises, Inc. on appeal. In this portion of the opinion we 

address the propriety of the dismissal by the District Court of 

these four defendants. 

Buck maintains that the District Court improperly dismissed 

Frontier-Montana. He argues that Frontier-Montana is a mere 

successor corporation to Billings Montana Chevrolet, and as such 

is liable for any obligations owed by Billings Montana Chevrolet, 

which arose before the split of assets. A successor corporation 

can be liable for the debts of its predecessor, if it is merely a 

continuation or reincarnation of the first corporation. 19 
Am.Jur.2d Corporations 3 2711. Generally, however, before a 

corporation can be deemed a successor, certain showings must be 

made. For example, it is generally required that the plaintiff 

establish that insufficient consideration ran from the new company 

to the old and that only one corporation existed at the completion 

of the transfer. 19 Am.Jur.2d Corporations 3 2711. 

The facts here do not support the conclusion that Frontier 

Montana is a successor corporation to Billings Montana Chevrolet. 

According to the record Billings Montana Chevrolet sold some assets 

to Frontier-Montana. However, Billings Montana Chevrolet has 

actively remained in business and holds equipment and real property 

received from the sale of Frontier-Delaware. There is no evidence 

that there was fraud in the sale of the corporate assets from 

Billings Montana Chevrolet to Frontier Montana or lack of 

consideration that would justify a finding that it was a successor 

corporation. The District Court properly dismissed Frontier 

Montana from the lawsuit. 

Buck next argues that it was inconsistent for the lower court 

to dismiss Stinson and Menholt from the lawsuit and at the same 

time take their interests into consideration in determining that 

he was dismissed for a legitimate business reason. This argument 

suffers from several inherent weaknesses. First, a corporation, 

in and of itself, being an inanimate object, is incapable of 

formulating its own interests and policies. Rather its interests 

are formulated by the officers, directors and employees who carry 

out corporate business. With limited exceptions, these persons are 
generally immune from lawsuits arising out of corporate affairs. 

Second, the Wrongful Discharge from Employment Act provides 

the exclusive remedy for wrongful termination. Meech v. Hillhaven 

West, Inc. (1989), 238 Mont 21, 776 P.2d 488. All remedies 

provided by the Act run against the employer. The Act does not 

envision lawsuits against corporate employees, officers or 

shareholders. In this case there is no question that Buck's 

employer was Billings Montana Chevrolet. It was not the employees 

or shareholders of that corporation. Therefore, as mere 

shareholders or officers of Billings Montana Chevrolet, Stinson and 

Menholt were properly dismissed from the lawsuit. 

Despite the fact that he agreed to dismissal in the record at 

the District Court level, Buck now attempts to argue that F.S. 

Enterprises was improperly dismissed. His argument on this issue 

closely parallels that set forth above relative to Stinson and 

Menholt . However, we need not consider the merits of this 

contention because Buck's appeal of this issue is barred by his 

acquiescence to the dismissal of F.S. Enterprises in the District 

Court. 

Counsel for F.S. Enterprises, however, has moved this Court 

to award sanctions against Buck to reimburse it for costs and 

attorney fees associated with the appeal. Given the fact that in 

the record Buck previously conceded the propriety of the dismissal 

which was then granted by the District Court, we hold that the 

motion is well taken. Upon remand the District Court shall 

determine the costs and attorney fees associated with this appeal 
and award F.S. Enterprises appropriate reimbursement. See e.g. 

Rookhuizen v. Blains Mobile Home Court (1989) , 236 Mont. 7, 767 

P.2d 1331. 

Conclusion 

This case is reversed and remanded for further proceedings in 

accordance with this opinion concerning the issue of Buck's 

dismissal in contravention of the written personnel manual of 

Billings Montana Chevrolet. Summary judgment dismissing Frontier 

Chevrolet Company, a Montana Corporation, Frank Stinson and Dennis 

Menholt is affirmed. The appeal of F.S. Enterprises' dismissal is 

dismissed and upon remand appropriate attorney fees and costs shall 

be assessed against Buck and his attorneys. / 

Justices 

Honorable Diane G. Barz did not participate in this decision. 
Justice Terry N. Trieweiler concurs in part and dissents in 

part. 

I concur with those parts of the majority opinion which affirm 

summary judgment for the defendants on the issue of fraud; affirm 

the dismissal of defendants, other than Billings Montana Chevrolet, 

Inc.; and remand this case to the District Court for further 

consideration of plaintiff's claim that he was discharged in 

violation of the employer's written personnel policies. 

I dissent from that part of the majority opinion which holds 

that as a matter of law plaintiff's employer has Itreasonable job 

related grounds for dismissal based upon . . . legitimate business 

reasons. 

The constitutionality of the Wrongful Discharge From 

Employment Act was challenged in this Court in Meech v. Hillhaven 

West, Inc., 238 Mont. 21, 776 P.2d 488 (1989). In that case, an 

employee contended that the Act violated the Equal Protection 

Clauses of the Montana and Federal Constitutions by discriminating 

against a class of claimants without a rational basis, and that the 

Act violated prior case law by abrogating causes of action without 

providing a reasonable substitute. 

In upholding the constitutionality of the Act, and in finding 

that adequate substitutes were provided for those rights that were 

lost, this Court concluded that even though damages were limited 

by the Act, greater job security was provided to employees by the 

ltgood cause1' requirement that now exists under the Act for 

17 
termination of an employee. In balancing the rights of employers 

and employees to determine whether there was a rational basis for 

the Act, this Court concluded that the "good cause" protection of 

the Act was a significant factor. We stated: 

Under the Act, employers benefit because their potential 

liability is made more certain. Meanwhile, employees1 

control over the manner in which they are discharged 

remains, in part, as a result of the Act's I1good 

employees' causeI1 requirement. The Act, in making this 

trade, is in no sense irrational. Therefore, 

classifications in the Act satisfy the requirements of 

the rational basis test. 

Meech, 776 P.2d at 505. 

With its decision in this case, the majority now begins the 

erosion of that same I1good causef1 requirement which was previously 

found to be the quid pro quo for rights which have been taken away 

from employees under the Act. 

Good cause, as it pertains to this case, is defined in 5 39- 

2-903 (5), MCA, as ll. . . reasonable job-related grounds for 

dismissal based on . . . legitimate business reason. l1 It is not 

sufficient that a termination of employment be for a "legitimate 

business reasont1 unless that reason is reasonably related to the 

job that the employee performs. 

If Illegitimate business reasonf1 by and of itself is sufficient 

to establish good cause, then the good cause requirement in the 

Wrongful Termination Act has been rendered meaningless and 

employees in the State of Montana receive nothing in return for the 
rights they gave up under the Wrongful Discharge From Employment 

Act, 5 39-2-901, & seq., MCA. 

The majority discusses the business interests of Frank Stinson 

at length, but fails to establish that the plaintiff's replacement 

as general manager of Billings Montana Chevrolet, Inc., was in any 

way job related. 

The plaintiff was hired by the Billings auto dealership in 

1973 as a salesman. He advanced through the ranks of employment 

and eventually served as the new truck manager, the new car sales 

manager, and general manager. He was general manager for nine 

years prior to his discharge. During that time the dealership 

operated successfully and profitably. 

As pointed out by the majority, he was the only nondealer ever 

elected president of the Billings Automobile Dealers Association. 

He frequently ran the dealership during the absence of its owner. 

There was no evidence in this record to indicate that 

plaintiff's replacement as general manager of the auto dealership 

was in any way related to his performance of that job. 

Furthermore, there was no indication in this record that it 

was the employer's "legitimate business reasonn for which the 

plaintiff was terminated. Plaintiff's employer was Billings 

Montana Chevrolet, Inc. It apparently operated successfully under 

plaintiff's management. 

James Buck was terminated because of the business interests 

of Frank Stinson. 

19 
Mr. Stinson and his corporation, F.S. Enterprises, Inc., owned 

and operated a number of auto dealerships around the country. The 

person with whom he replaced the plaintiff was a successful sales 

manager of one of his other dealerships in South Dakota, and 

consistent with his business practice in those other dealerships, 

he promised that person an opportunity to take over operation and 

eventually acquire ownership of the next dealership he purchased. 

The decision by Stinson to make Dennis Menholt the general manager 

of his next dealership was made before he ever looked at Frontier 

Chevrolet, and before he ever met James S. Buck. It was made prior 

to the time that he and the corporation that he owned purchased the 

shares of the Billings dealership. Therefore, it had nothing to 

do with legitimate business reasons of the company which employed 

the plaintiff. 

It is logically inconsistent to dismiss Frank Stinson and the 

corporation which purchased the shares of Billings Montana 

Chevrolet, Inc., because they were not technically the plaintiff's 

employer, but then to consider Frank Stinson's business interests 

as justification for termination of the plaintiff. 

Under the undisputed facts, and based on the laws set forth 

in the Act, a strong argument could be made that plaintiff was 

entitled to summary judgment because the undisputed facts 

established that plaintiff was not terminated by Stinson for any 

job related reason, or for any legitimate business reason of the 

company for which he worked. However, the plaintiff was at least 

20 
entitled to a jury trial to determine whether under these facts, 

and according to the statutory definition of "good cause1I plaintiff 

was properly terminated. 

The majority opinion proceeds from the premise that the role 

of courts is to protect people from juries. I believe, on the 

contrary, that juries exist, and are provided for in both the 

federal and state constitutions, to protect people from arbitrary 

decisions of courts. 

For that reason, I would remand this case to the District 

Court for a jury trial to determine whether plaintiff was 

terminated from his employment for "good causeI1 and I dissent from 

the majority opinion which grants summary judgment to the defendant 

on that issue. 

I concur in the foregoing concurrence and dissent of Justice 

Trieweiler.