CA1: who determines whether a termination is for cause (and defamation)

Noonan v. Staples, Inc., No. 07-2159 (8/21/08) affirms a grant of summary judgment to Staples.  Noonan was fired.  Staples says he was fired “for cause” and therefore it doesn’t have to treat him like a man: he can’t exercise his stock options, and he doesn’t get severance benefits.  It also told 1,500 via email people that he was fired for padding his expense reports.  It normally didn’t humiliate people like this.  Strangely, the amount he “stole” was only about $1,500, which is less than most firms spend on a summer associate outing.  So, I don’t see what Staples is so upset about.

On the stock option agreement breach issue, the First sides with Staples.  This is particularly disgusting. The First say that the question of “cause” is for Staples alone to determine, and that courts must determine whether such a determination was “ arbitrary, capricious, or made in bad faith.”  The First doesn’t really go into why a Massachusetts court would rule this way but seems to just count noses of other jurisdictions. 

On the libel claim, Staples claims that its email was true. Noonan says it isn’t really true, but he admits that he disregarded the letter, not the spirit, of the policy.  The First rejects Noonan’s argument that the whole email painted a very nasty portrait of him, as arrogantly disregarding Staples policy based on a whim.  You have to be an equity partner to do that.  But, for this reason it also rejects the breach of the severance agreement claims: because he didn’t comply with the letter of the contract, Staples gets to not honor its part.

The actual malice theory fails as well.  But, you get a good discussion of the law of libel in Massachusetts, so, if this floats your boat, you can read it.