NO. 83--277 

IN THE SUPREME COURT OF THE STATE OF MONTANA 

1984 

PAT LINZ, 

Plaintiff and Appellant, 

-vsCHAMPION INTERNATIONAL CORPORATION, 

Defendant and Respondent. 

APPEAL FROM: District Court of the Fourth Judicial District, 

In and for the County of Missoula, 

The Honorable James B. Wheelis, Judge presiding. 

COUNSEL OF RECORD: 

For Appellant: 

Boone, Karlberg & Haddon; Randy J. Cox argued, 

Missoula, Montana 

For Respondent: 

Garlington, Lohn & Robinson; Robert E. Sheridan 

argued, Missoula, Montana 

Submitted: December 15, 1983 

Decided: January 31, 1984 

Filed: dhjl ,.i; !$a4 

Clerk 
Mr. Chief Justice Frank I. Saswell delivered the Opinion of 

the Court. 

Pat Linz appeals from a iudgment of the Missoula County 

District Court dismissing his complaint for severance pa.y 

benefits allegedly due from Champion International Corporation, respondent. We affirm. 

Linz was a salaried employee of the Intermountain 

Division of Hoerner Waldorf Corporation from 1962 to 1977. 

In 1977, Hoerner Waldorf was merged with Champion International Corporation. At the time of the merger, Linz was the 

data. processing manager for the Division. As of April 1, 

1977, Champion adopted a severance pay policy for salaried 

employees of either corporation whose employment was terminated as a result of the merger. The pertinent part of the 

policy states: 

"Salaried employees of Hoerner Waldorf 

and other units of Champion International 

whose employment is terminated as a 

result of the merger shall be entitled. to 

severan.ce pay based upon length of 

service. " 

Champion offered Linz employment as manager of the 

Rocky Mountain Terminal Center after the merger. The salary 

was equal to that of his position with Hoerner Waldorf with 

an increase scheduled for the second quarter of 1977. 

Li-nz felt the position offered by Champion was not of 

the same status as his position with Hoerner Waldorf so he 

refused the offer. He did not receive severance pay. However, he did remain employed by Champion for a short period of 

time, at double salary, to assist in the transition. He 

brought suit in 1.979 to recover severance pay, statutory 

penalty and attorney fees asserting that the merger caused 

termination of his position and, thus, he fell under the 

severance pay policy. 
The trial was conducted on February 15, 1983, and the 

testimony was directed at whether the two positions were 

similar in status and function. Linz indicated his previous 

position entailed computer programming, system design, analysis and impl-ementation, user services and data processing. 

He also testified that this position allowed a large amount 

of independence and involved some responsibility and 

management. 

Linz stated that the new position wou1.d require less 

system design, implementation and programming. He said that 

Champion officials told him that he would have to go to the 

company computer center in Ohio for this type of work. Linz 

also testified that the new position would be less autonomous 

and allow less creativity. 

The court heard testimony from Richard Fettkether, a 

computer expert with twenty-five years of experience. He 

stated the new position would not include systems analysis, 

design or development. Further, he indicated that, as compared to the prior position, the new job did not offer any 

professional growth and demanded lesser skills and abilities. 

Patricia Jeffries testified that she was employed by 

Hoerner Waldorf and turned down an offer from Champion to 

continue working. However, she received severance pay. She 

also stated that she refused Champion's offer because the new 

position did not involve large scale buying as did her job 

with Hoerner Waldorf. 

William Nelson eventually took the job offered to Linz. 

Over Linz's obiection, he testified that he had been involved 

in systems design and analysis, user services and data processing in wage, payroll, ledger accounting and accounts 

payable. He also said that when he took over the terminal 
center he was responsible for management of the data processing for a certain pulp mill-. This involved systems analysis, 

design and programming. He also indicated that he was responsible for all persons who worked at the terminal center. 

It should be noted that most of Nelson's testimony related to 

what he was doing presently, not what he was told about the 

position when interviewed or what the job originally 

involved. 

The District Court found the two positions substantially equivalent, and since Linz declined to accept the latter, 

he did not qualify for severance pay. Receipt of severance 

pay is not an unqualified right, ruled the court. Rather, 

only those employees whose jobs were terminated as a result 

of the merger and who were not offered similar positions 

could receive severance benefits. Linz did not show the 

positions were dissimilar; therefore, the District Court 

concluded he did not qualify for severance pay. From this 

ruling, Linz appeals and raises three issues for our 

consideration. 

1. Did the District Court err by concluding that the 

appellant's employment had not been terminated, thereby 

disqualifying him from severance pay? 

2. Did the District Court err in admitting testimony 

of William Nelson, the individual who took the job that Linz 

refused? 

3. Is appellant entitled to the statutory penalty and 

attorney fees associated with the recovery of wages? 

Linz first argues that Champion's severance pay policy 

does not condition severance pay upon the lack of a comparable job offer from Champion. The merger caused termination 

of Linz's employment; thus, according to the policy, he 
should receive severance pay benefits. Linz also contends 

that a severance pay policy establishes a unilateral contract 

between employer and employee on which employees have a right 

to rely notwithstanding any offers of employment. He relied 

on the contract between himself and Champion when he denied 

Champion's offer of employment. 

Champion claims that the severance pay plan envisioned 

termination of employment from the successor company as a 

prerequisite for severance pay. Champion also contends that 

the subsequent modification of the employment relationship by 

oral agreement between Linz and Champion to work several 

months more to assist with the transition precludes participation in the severance pay plan. 

The resolution of this issue depends upon whether, 

according to our interpretation of the severance pay policy, 

Linz's employment was terminated as a result of the merger. 

The policy simply provided that those whose employment is 

terminated as a result of the merger would receive severance 

pay based upon length of service. The District Court based 

its decision upon the fact that Linz was offered comparable 

employment. We find that this is not a proper basis upon 

which to decide the present case. Rather, the policy must be 

construed to determine if Linz was terminated because of the 

merger. We find that he was not terminated by the merger and, 

thus, not entitled to severance pay. 

In Towne v. Towne (1945), 117 Mont. 453, 159 P.2d 352, 

this Court held that the word "terminate" means "to put an 

end to; to make to cease; to end," adopting Webster's definition. 117 Mont. at 465, 159 P.2d at 357. Black's Law Dictionary utilizes Towne a.s authority for its definition of the 
word "terminate." Black's Law Dictionary at 1641 (Rev. 4th 

Ed. 1968). 

In this case, Champion offered Linz a comparable position in his city of residence. Further, his salary was equal 

to that he received from his position with Hoerner Waldorf 

with an increase scheduled for the second quarter of 1977. 

From these facts and under the authority of Towne, we cannot 

find that Linz's employment was terminated. His position 

would not have come to an end nor cease. He would have 

continued in essential-ly the same capacity with Champion, at 

the same pay, subject, however, to Champion's programs, 

policies and management. Thus, Linz was not entitled to 

severance pay, and the District Court was correct in so 

holding. 

Since we have found that comparability of the positions 

is not a proper basis for decision, the question in regard to 

William Nelson's testimony becomes irrelevant. Also, the 

issue regarding statutory penalty and attorney fees in connection with the recovery of wages becomes moot since we have 

held that Linz is not entitled to severance pay. 

Affirmed. 

34-4, bp,w(ICd Chief Justice 
We concur: 

Justices 
Mr. Justice John C. Sheehy, dissenting: 

I dissent. The majority, saying the employment policy 

must be strictly construed, construe it loosely. This kind 

of judicial contraspeak reminded the late United States 

Supreme Court Justice Tom Clark of Dante's Bernice, who, 

saying she would never consent, consented. 

The employment policy does not lend itself to any 

construction beyond its own words: 

"Salaried employees. . . whose employment is 

terminated as a result of the merger sha1.1 be 

entitled to severance pay based. upon the length of 

service. " 

The majority read into that clear paragraph two 

exceptions, (1) "unless a comparable job is offered by the 

employer", (2) "at the same pay." Search as I may, I cannot 

find those terms in the employer's policy. 

The employer d.id not construe its own policy that way. 

It granted severance pay to Patricia Jeffries, a purchasing 

clerk who turned down a job as a purchasing clerk in the 

merged company. Now there was strict construction. 

Pat Linz, who was data processing manager for 

Intermountain Lumber in Missoul-a, was offered a job by 

Champion as manager of the Rocky Mountain Terminal Center in 

Bonner. His job with Intermountain Lumber was "terminated as 

a result of the merger." His right to severance pay became 

absolute. Gaydos v. White Motor Corporation (Mich. 19741 , 

220 N.W.2d 697. 

We should reverse, and remand for his rightful award of 

attorneys fees and costs.