Lynn Cobb-Alvarez, Amy Long, Don Fredbeck, Bryan Madsen, Larry Meyne, Gary Turner, Jack Parker, Robert Meyer and Larry Whitney, Plaintiffs, v. Union Pacific Corporation, Union Pacific Railroad Company and Chicago and North Western Railway Company, Defendants., 962 F. Supp. 1049

Summary

Following a merger, non-union employees of one of the merged companies received a letter inviting them to apply for a voluntary force reduction program with an enhanced severance package. The letter stated that an employee's application could be denied because of business necessity and that applications had to be approved by the vice-president for human resources. The employees' applications were rejected and they were offered new jobs, which they declined because the jobs did not match their skills and experience. The employers terminated them without severance, and the employees filed suit for breach of contract and breach of the duty of good faith and fair dealing. The court granted the employers' motion to dismiss the complaint and held that the letter was not an offer but only an invitation to make an offer because approval was conditioned on a further step. The court also held that breach of the covenant of good faith and fair dealing was not an independent action aside from ...