Vianna v. Doctors' Management Co.

Opinion

PERLEY, J.

Respondent Antonio Vianna sued The Doctors’ Management Company (Doctors) and three individuals for damages arising out of the termination of his employment with Doctors. Doctors appeals from an order denying its petition to compel arbitration pursuant to Code of Civil Procedure section 1281.2.

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We reverse.

I.

Vianna began his employment at Doctors on May 29, 1990, as vice-president for human resources. While employed by Doctors, Vianna had three annual written employment contracts, one for each year of employment. The last employment contract was executed on July 20, 1992, and covered the year beginning July 1, 1992, through June 30, 1993.

The contract included a termination clause allowing either party to terminate the agreement “with or without cause and without regard to any verbal or implied company policy or practice upon thirty (30) days written notice to the other.” In addition, the contract contained an arbitration clause which provided “[i]n the event of any dispute of any kind whatsoever, regarding the meaning, interpretation or enforcement of the provisions of this Agreement, both parties agree that the matter shall be resolved through the use of binding arbitration as provided in California Code of Civil Procedure 1280

et seq.”

The contract also included an integration clause confirming that it set forth “the entire agreement between the parties.”

On March 2, 1993, Dr. Sabella, Doctors’s chairman, president and chief executive officer, met with Vianna and accused him of “hitting on” another employee’s husband. Dr. Sabella also told Vianna that he thought Vianna was gay. Vianna denied both assertions.

Sabella gave Vianna the option of either resigning from employment or being terminated. If Vianna chose to resign, Doctors would make a severance payment to him. Vianna chose to resign.

[1189]

Vianna filed his complaint on May 18, 1993. Vianna brought the following causes of action against Doctors: termination in violation of public policy; breach of the implied covenant of good faith and fair dealing; negligent infliction of emotional distress; and defamation. As to the three individually named defendants, Vianna alleged the following claims: defamation; intentional interference with economic advantage and contractual relations; and conspiracy.