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PARRISH v. WORLWIDE TRAVEL SVC., INC. (59822)


PARRISH

v.

WORLWIDE TRAVEL SVC., INC.


February 26, 1999
Record No. 980825

JACK M. PARRISH, III

v.

WORLDWIDE TRAVEL SERVICE, INC.

FROM THE CIRCUIT COURT OF THE CITY OF RICHMOND
Melvin R. Hughes, Jr., Judge
PRESENT: Carrico, C.J., Compton, Lacy, Hassell,
Koontz, and Kinser, JJ., and Whiting, Senior Justice

OPINION BY SENIOR JUSTICE HENRY H. WHITING


In this appeal, we decide whether the evidence
of an employee’s refusal to follow his employer’s directions
constitutes good cause for the employee’s discharge as a matter
of law.

In October 1995, Jack M. Parrish, III, sold a
travel agency he operated as Dynasty Travel, Inc. (Dynasty) to
another travel agency, Worldwide Travel Service, Inc.
(Worldwide). At that time, Parrish entered into a three-year
employment contract with Worldwide which specified that Parrish
could be discharged only for cause. Approximately 13 months
later, Worldwide sent Parrish a letter terminating his employment
"for unsatisfactory performance."

Parrish filed this action against Worldwide for
breach of his employment contract. After hearing the evidence in
a bench trial, the circuit court held that Worldwide had not
breached the contract because it had terminated his employment
"for cause," and entered a final judgment for
Worldwide. Parrish appeals.

Among other things, Parrish contends that the
evidence is insufficient to establish a cause for his
termination. Worldwide responds that, as a matter of law, the
evidence shows it had sufficient cause to terminate Parrish.
[1]

As material here, the contract defined
"cause" for termination of Parrish’s employment as:

any material breach by Employee of a
material term of this Agreement, including, without
limitation, material failure to perform a substantial
portion of his duties and responsibilities hereunder in
satisfactory and customary fashion as reasonably directed
by Employer.

The contract also specified that Parrish was to
have the "duties designated by the [Worldwide] Board of
Directors." Before the sale, Parrish asked Sharon Nichols,
Worldwide’s president, what his duties were to be as an employee
of Worldwide. Shortly thereafter, he received a copy of a written
memorandum from Nichols containing the following:

[Parrish's] role/goals-Initially to
assist with the transition and as consultant to
[Nichols]; also to maintain existing accounts; build
sales with new accounts focusing on groups; formulating
an "outside sales" team and managing the team;
maintaining a presence in the community; assisting with
future acquisitions as needed.

. . . .

Time frame of performance expectation? Anticipate
the first 30 days devoted to transition (i.e.: meetings
with major clients, vendors, etc.); thereafter move
toward goals of building business.

Although Parrish testified that "[t]hese
were my roles as I understood them," he knew before the sale
that he and Nichols disagreed as to the length of the transition
period required. Nichols thought it would require 30 days and
Parrish thought it would require from 12 to 18 months.

Four months after Parrish began his employment,
Nichols asked him to turn his attention to business development
and to prepare a marketing plan. In a memorandum later that
month, Nichols asked Parrish about his marketing plan and also
directed him to prepare a weekly plan of action relating to
"business development and client retention." Parrish
did not submit what he called a marketing plan until the day he
was discharged, although Nichols kept asking for one. Parrish did
not submit weekly plans of action until the latter part of
October 1996, a short time before he was discharged.

On a date not shown in the record, Parrish
submitted an undated document captioned "Preliminary
Marketing Discussion – January – June, 1996" in which he
listed commercial accounts he wanted "to call on, as we went
forward into 1996." Even though Nichols and Susan Tobias
Youngs, one of the principals in Worldwide, were urging that
Parrish develop this new commercial business and Parrish knew
that they thought Worldwide could handle this new business, he
did not contact his listed prospects. He did not do so because,
he said, "I realized that this transition was going very
poorly, and it makes no sense to call on new business when you
cannot handle it." He also testified that, "there [was] no question in my mind" that because of his time in the
travel industry, he knew better than they did whether Worldwide
could handle the new business.

Despite Parrish’s expressed opinion, Nichols
and Youngs still felt that Worldwide could handle any new
commercial business which Parrish might secure if he called upon
his suggested commercial contacts and others that Nichols had
suggested. Yet Parrish did not try to solicit new commercial
clients to see whether Worldwide could handle any such new
business. Indeed, during the trial, Parrish did not claim that he
tried to carry out these instructions of Nichols and Youngs.
Instead, he introduced evidence tending to support his opinion
that Worldwide could not handle the business. The issue thus
presented is whether Parrish had the right to refuse to follow
his employer’s instructions to solicit this new business until he
thought Worldwide was able to handle it.

An employee’s duty of loyalty to his employer
includes the duty to follow the employer’s reasonable
instructions. Spotswood Arms Corp. v. Este, 147 Va. 1047,
1061, 133 S.E. 570, 574 (1926). And we think that this duty
applies even though there may be differences of opinion as to the
probability of success in carrying out those instructions.

Here, there were differing opinions of the
ability of Worldwide to handle this new business. As the trial
court pointed out,

the other concerns [were] not
[Parrish's] any more, but those of his employers. And I
think while he had the best of intentions, ultimately,
the call was with the employer with respect to what he
was to do, and thereby he didn’t live up to those
expectations.

Parrish’s role in soliciting this new business
was a substantial portion of his duties and responsibilities. His
refusal to exercise that function was a material breach of his
employment contract. Hence, the evidence establishes as a matter
of law that Worldwide had sufficient cause as defined in the
contract to terminate Parrish’s employment. Accordingly, we will
affirm the judgment of the trial court.

Affirmed.

 

 

FOOTNOTES:

[1] Parrish also claims the trial judge failed to place the
burden on Worldwide of establishing that it had good cause to
terminate Parrish and that the trial judge implicitly required
Parrish to establish Worldwide’s lack of good cause for his
termination. Because we conclude, as a matter of law, that the
evidence establishes Worldwide’s good cause to discharge Parrish,
we do not consider these contentions.

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