IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION

KIMBERLY BLACK, )

 )

Plaintiff, )

 )

v. ) CIVIL ACTION 14-0442-WS-N

 )

GARY REYNOLDS, et al., )

 )

Defendants. )

ORDER

This matter is before the Court on the defendants’ motion to reconsider. 

(Doc. 87). The plaintiff has filed a brief in opposition, (Doc. 101), and the motion 

is ripe for resolution.

The amended complaint, (Doc. 4), includes a claim for breach of contract 

based on defendant Reynolds’ alleged bullying and harassment of the plaintiff in 

violation of the employee handbook. (Id. at 4).1 In their motion for summary 

judgment, the defendants argued the handbook did not create a contract of 

employment and that the plaintiff therefore remained an “at-will” employee who 

could be fired for any reason or none at all. (Doc. 70 at 24-26). The Court denied 

summary judgment as to the contract claim because the defendants wrongly 

construed the claim as asserting the breach lay in the plaintiff’s termination rather 

than (as the amended complaint alleged and as the plaintiff testified) in Reynolds’ 

conduct. (Doc. 78 at 15). 

 1 The amended complaint describes the document as “the Company Policy 

Contract.” (Doc. 4 at 4). The defendants call the document a “handbook.” (Doc. 70, 

passim). The document is entitled, “Taking the High Road – The Direct General Group 

of Companies Code of Conduct,” (Doc. 70 at 60), and it apparently “supersede[d]” the 

employee handbook. (Id. at 58). For convenience, the Court calls the document the 

employee handbook.

Case 1:14-cv-00442-WS-N Document 102 Filed 01/29/16 Page 1 of 3
2

On the instant motion, the defendants argue that the failure of the handbook 

to create a contract dooms the plaintiff’s actual contract claim as surely as it does 

the claim they misunderstood her to be making. The Court agrees. 

In order for the provisions of an employee handbook to become contractual, 

the employer must have extended them to the employee in the form of an offer. 

“Intent to contract is determined by the parties’ outward manifestations; 

accordingly, if the employer does not wish the policies contained in an employee 

handbook to be construed as an offer for a unilateral contract, he is free to so state 

in the handbook.” Carr v. Stillwaters Development Co., 83 F. Supp. 2d 1269, 

1278 (M.D. Ala. 1999) (internal quotes omitted). “Thus, the Supreme Court of 

Alabama has refused to hold the provisions of a handbook enforceable against an 

employer where the handbook at issue expressly stated that the handbook terms 

are not to be construed as contract terms.” Id. (internal quotes omitted). The 

analysis is the same whether the employee claims the handbook creates a contract 

for permanent employment or creates a contract that policies within the handbook 

must be followed. E.g., id. at 1278-79 (using this analysis where the plaintiff 

“complains that she suffered ... discrimination and harassment ... in violation of 

the anti-harassment policy in the employee handbook”). 

In this case, the Company’s employee handbook contains 

express disclaimers reserving the Company’s right to deviate from 

all the policies stated in that handbook. ... Accordingly, Stinson 

could not reasonably conclude that the Company was committed 

to always adhere to the policy stated in the handbook; therefore, 

the handbook, as a matter of law, could not reasonably be construed 

as a unilateral contract of employment ....

Stinson v. American Sterilizer Co., 570 So. 2d 618, 621-22 (Ala. 1990). That is, 

“[i]f the employer reserves in the employee handbook the right to change policies 

unilaterally, its reservation operates as a disclaimer to negate any inference that 

the handbook constitutes an enforceable contract.” Harper v. Winston County, 

892 So. 2d 346, 351 (Ala. 2004). 

Case 1:14-cv-00442-WS-N Document 102 Filed 01/29/16 Page 2 of 3
3

Here, the plaintiff signed an acknowledgement form at the commencement 

of her employment, which explicitly provided that “Direct has the right to change 

any of its ... policies ... on an individual basis or for the company as a whole, with 

or without notice.” (Doc. 70 at 58). As the plaintiff herself recognizes, (Doc. 101 

at 3), this is precisely the sort of language which, under governing law, eliminates 

any possibility of an enforceable contract.2 

For the reasons set forth above, the defendants’ motion to reconsider is 

granted. The plaintiff’s claim for breach of contract is dismissed with prejudice. 

This action will proceed to trial only with respect to the plaintiff’s FLSA claim. 

To be potentially admissible at trial, offered evidence must be relevant to that 

claim. 

DONE and ORDERED this 29th day of January, 2016.

s/ WILLIAM H. STEELE

CHIEF UNITED STATES DISTRICT JUDGE 

 2 In the same document, the plaintiff also “acknowledge[d] that neither this Code 

of Conduct nor any other company policies or practices create an employment contract.” 

(Doc. 70 at 58). This language as well dispels any notion that the defendants offered to 

enter a contract ensuring that the plaintiff would never be bullied or harassed. See Abney 

v. Baptist Medical Centers, 597 So. 2d 682, 683 (Ala. 1992) (as a matter of law, no 

employment contract was created when the handbook disclaimed such a contract and the 

plaintiff signed an acknowledgment form likewise disclaiming such a contract). The 

plaintiff recognizes that her situation falls within the Abney paradigm. (Doc. 101 at 3).

Case 1:14-cv-00442-WS-N Document 102 Filed 01/29/16 Page 3 of 3