FILED 

DECEMBER 6, 2016 

In the Office of the Clerk of Court 

WA State Court of Appeals, Division Ill 

IN THE COURT OF APPEALS OF THE STA TE OF WASHING TON 

DIVISION THREE 

LIZ TATE, 

Appellant, 

V. 

TATE TRANSPORTATION, INC., a 

Washington corporation, 

Respondent. 

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No. 33974-2-111 

UNPUBLISHED OPINION 

KORSMO, J. - Liz Tate appeals the dismissal at summary judgment of her 

wrongful termination action, arguing that an agreement for continued employment 

existed that was not subject to the statute of frauds and that a material factual question 

existed concerning whether she was terminated for cause. We conclude that the trial 

court correctly determined that no agreement existed and affirm. 

FACTS 

Ms. Tate and her then-husband Tom Tate owned and operated a trucking 

company, Tate Transportation. They dissolved their marriage and Tom Tate assumed 

ownership of the business. Ms. Tate continued working for the company. In 2008, after 

20 years operating the business, Mr. Tate sold the company to Ray and Chris Nulph, a 

father and son. 
No. 33974-2-III 

Tate v. Tate Transp., Inc. 

Ms. Tate served as the company's safety director and was responsible for safety 

and compliance needs, including risk management and insurance. The Nulphs retained 

Ms. Tate after the purchase in order to ensure a smooth transition, but reduced her to a 

part-time position making $50 per hour and retaining the same benefits. Ray Nulph also 

wanted the two Tates to train Chris Nulph so that he would be able to eventually run the 

business on his own. Because of his inexperience, the Tates had difficulty training him 

and Ms. Tate indicated she had to be hard on him. 

As Tom Tate's role with the company waned, Ms. Tate became more concerned 

about her job security. She asked Chris Nulph if her position was secure: 

On several occasions I asked Chris point blank: "Is my job as Safety 

Director secure for the indefinite future?" Chris would always assure me, 

in no uncertain terms, that I would have a job with Tate Transportation as 

long as I wanted. In fact, he told me on numerous occasions, ... that I 

would have the job as long as I wanted and if I decided to leave that he 

would like me to promise the Company that I would provide one-year 

notice so I could hire and train my replacement. I agreed and said that I 

would give the notice and train my successor. 

Clerk's Papers (CP) at 114-115. One of these conversations took place in front of Mr. 

Tate. 

In June 2012, Ms. Tate desired to have a friend visit from Mexico and needed to 

assure Homeland Security of her own employment to aid the gaining of a visa for her 

visitor. Mr. Nulph agreed that her employment was still secure and let her draft a letter 

for his signature. He signed the following letter on the company letterhead: 

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No. 33974-2-III 

Tate v. Tate Transp., Inc. 

Statement from Employer for Liz Tate 

Liz Tate joined this company as an owner [in] June 1988; she became an 

employee [in] May 2008 when the company was sold. 

In May of 2008, the company was sold to Ray and Chris Nulph. They have 

had total ownership of the company since that time. Liz Tate, now an 

employee, was asked to stay on with the company to insure a smooth 

transfer of operations, which she has done. This is considered a long term 

temporary position. She has agreed to stay on as an employee at least until 

January 2017. 

She receives an annual wage of approximately, $75,000.00 with benefits. 

Her position is important to the company, as she is the one who handles all 

of the Federal Department of Transportation Compliance requirements, 

controlled Substance testing, accident investigation, hiring and termination 

of all regulated drivers. 

If I can be of any further assistance, please contact me. 

Sincerely, 

[Signature] 

Chris Nulph 

Secretary/Treasure [sic] 

Tate Transportation, Inc. 

CP at 126. The January 2017 date had been suggested by Mr. Nulph. 

The trucking company discovered in May 2014, that it would be losing two of its 

biggest customers. Chris Nulph thought the company would need to expand its business 

in Oregon to make up for the losses. On May 27, 2014, he asked Ms. Tate to return to 

full-time work in order to expand the business, but did not tell her about the loss of 

customers and that the business would be struggling. She declined the opportunity given 

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No. 33974-2-III 

Tate v. Tate Transp., Inc. 

the travel and because the work environment in the office was stressful. She indicated 

that if he could improve the office situation, she would reconsider. 

The company fired Ms. Tate on May 30. The stated reason was a cost-cutting 

measure. The Nulphs also indicated they considered how she "refused to help us at the 

time we needed her to help develop new business, her bullying behavior ... and how she 

frequently undermined [Chris's] authority in the office." CP at 57. 

Ms. Tate filed this wrongful termination action in November 2014. Tate 

Transportation eventually sought summary judgment. The trial court granted the motion 

on the basis that there was no employment contract that would satisfy the statute of 

frauds. Report of Proceedings at 28. After an order was entered, Ms. Tate timely 

appealed to this court. 

ANALYSIS 

The parties dispute whether there was an agreement, whether the agreement 

complied with the statute of frauds, and whether material questions of fact exist 

concerning the reason Ms. Tate was terminated from her position. We agree with the 

trial court that any agreement did not comply with the statute of frauds and, thus, failed as 

a matter oflaw. We therefore need not address the other contentions. 

The standards for review of summary judgment rulings are well settled. We review 

a summary judgment de novo; our inquiry is the same as the trial court. Lybbert v. Grant 

County, 141 Wn.2d 29, 34, 1 P.3d 1124 (2000). We view the facts, and all reasonable 

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No. 33974-2-III 

Tate v. Tate Transp., Inc. 

inferences to be drawn from them, in the light most favorable to the nonmoving party. Id. 

If there is no genuine issue of material fact, summary judgment will be granted if the 

moving party is entitled to judgment as a matter of law. Id.; Trimble v. Wash. State Univ., 

140 Wn.2d 88, 93, 993 P.2d 259 (2000). 

Employment in Washington is "at will" unless a contract or an implied contract 

exists that provides for other possibilities. Thompson v. St. Regis Paper Co., 102 Wn.2d 

219,223, 229-230, 685 P.2d 1081 (1984); Roberts v. Atlantic Richfield Co., 88 Wn.2d 

887, 891, 568 P.2d 764 (1977). Termination only for cause will exist if either the parties 

agree to it or if the employee gives some consideration other than the performance of her 

job. Roberts, 88 Wn.2d at 894. 

Our statute of frauds requires that all contracts extending more than one year must 

be in writing. In relevant part, it provides: 

In the following cases, ... any agreement, contract, and promise shall be 

void, unless such agreement, contract, or promise, or some note or 

memorandum thereof, be in writing, and signed by the party to be charged 

therewith, ... that is to say: (1) Every agreement that by its terms is not to 

be performed in one year from the making thereof. 

RCW 19.36.010. For a writing to satisfy the statute of frauds, it must contain every 

essential ele~ent of the contract. Smith v. Twohy, 70 Wn.2d 721, 725, 425 P.2d 12 

(1967). The essential elements of a contract include the parties, the promise, the terms 

and conditions, and the consideration. Family Med. Bldg., Inc. v. Dep't of Soc. & Health 

Servs., 104 Wn.2d 105, 108, 702 P.2d 459 (1985). In an employment context, the writing 

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Tate v. Tate Transp., Inc. 

must include the job responsibilities. DePhillips v. Zolt Cons tr. Co., Inc., 136 Wn.2d 26, 

31, 959 P .2d 1104 ( 1998) (stating, in the statute of limitations context, that a signed 

employee handbook is an insufficient writing because it does not name one of the parties, 

nor does it list job responsibilities). 

Ms. Tate contends that her promise to give one year's notice before leaving is the 

extra consideration necessary to establish that she could only be terminated for cause. 

That contention, however, undercuts her position on the statute of frauds argument. For 

one thing, it establishes that the term of employment was at least one year and, thus, 

within the writing requirement of the statute. It also suggests that essential terms of the 

agreement were not stated in writing. 

Ms. Tate identifies the letter to Homeland Security as the writing that satisfied the 

statute of frauds. 1 That document, however, is insufficient to establish the essential terms 

of the agreement. In particular, it provides no evidence of the consideration supporting 

· the alleged contract because her promise to give one year's notice is not contained in the 

letter. Similarly, there is no evidence that the parties had agreed Ms. Tate could only be 

1 For purposes of this opinion, we will accept the letter to a third party as a "writing," 

despite Tate Transportation's argument to the contrary. There appears to be no pertinent 

Washington authority, but there is some ancient other authority in support of Ms. Tate's 

position. See Annotation, Writing Between One of the Parties to a Contract and His Agent 

or· a Third Person as Satisfying the Statute of Frauds, 112 A.L.R. 490 (1938); Truskett v. 

Rice Bros. Live Stock Comm 'n Co., 180 S.W. 1048 (Mo. Ct. App. 1915). 

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Tate v. Tate Transp., Inc. 

terminated for cause. The one year notice provision was an essential term of the 

agreement because it altered the at will nature of the relationship. 

Because the purported agreement was for more than one year, it was required to be 

in writing pursuant to the statute of frauds. The only acknowledged writing, the letter to 

Homeland Security, was insufficient. Accordingly, the trial court correctly granted 

summary judgment on that issue. 

Affirmed. 

A majority of the panel has determined this opinion will not be printed in the 

Washington Appellate Reports, but it will be filed for public record pursuant to RCW 

2.06.040. 

WE CONCUR: 

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