author: CADY, Justice.

text:
    Tom FITZGERALD, Appellant, v. SALSBURY CHEMICAL, INC. and Cambrex Corporation, Appellees
    No. 98-1492.
    Supreme Court of Iowa.
    July 6, 2000.

      Pamela J. Prager of Finley, Alt, Smith, Scharnberg, Craig, Hilmes & Gaffney, P.C., Des Moines, for appellant.
    Frank Harty and Thomas W. Foley of Nyemaster, Goode, Voigts, West, Hansell & O’Brien, P.C., for appellees.
   CADY, Justice.

In this appeal, we must decide whether a former employee presented a prima facie cause of action for wrongful termination in violation of public policy. The action was premised on the dual claim that the employee was discharged because he did not support his employer’s decision to terminate another employee and the employer feared he intended to testify on behalf of the other employee in a potential lawsuit. We reverse the order entered by the district court granting summary judgment for the employer and remand the case for further proceedings.

I. Background Facts and Proceedings.

Tom Fitzgerald was employed by Sals-bury Chemical, Inc. at its production plant in Charles City. Salsbury manufactures chemicals and pharmaceutical bulk actives. Fitzgerald was employed as a production foreman at the plant.

Fitzgerald was terminated from his employment with Salsbury on September 19, 1995. The termination followed an incident on August 30, 1995, involving a production worker named Richard Koresh. Koresh failed to properly monitor the temperature and pressure of a tank used to mix a chemical compound. His conduct created a potentially dangerous condition.

Koresh was suspended from his employment on September 4,1995, after Salsbury conducted a preliminary investigation into the incident. He was ultimately terminated on September 19, 1995, a few hours prior to the time Fitzgerald was terminated. Fitzgerald was responsible for supervising Koresh on the date of the incident.

Salsbury asserted- Fitzgerald was terminated for failing to properly supervise Koresh and to prevent the potentially dangerous incident. Fitzgerald, however, believed he was discharged because he did not support Salsbury’s decision to discharge Koresh and Salsbury officials feared he would provide testimony in support of Koresh in the course of threatened legal action by Koresh.

The events supporting this claim extend back to August 15, 1995, when Koresh gave deposition testimony in a wrongful discharge action against Salsbury by a former employee named John Kelly. Kelly was terminated several years earlier, one day prior to his scheduled deposition in a wrongful death action against Salsbury by the estate of a former employee. The former employee died after a chemical compound he was mixing at the plant overheated and exploded. Salsbury claimed Kelly was terminated because his unsafe conduct caused the explosion. Kelly claimed he was terminated by Salsbury in an effort to cover up its culpability in the incident. During the deposition on August 15, 1995, Koresh contradicted earlier deposition testimony by two Salsbury management officials concerning the internal investigation of the work practices of Kelly. Koresh also testified he believed Kelly was a safe operator. Following the deposition, Koresh felt shunned by Salsbury management. He was also told by a foreman the company was going to find a way to fire him. After Koresh was suspended on September 4, 1995, he told a Salsbury official that he had hired an attorney and was not going to be another John Kelly.”

Fitzgerald engaged in a conversation with the plant operations manager on September 19, 1995, a few hours prior to the time he was told of his termination. The manager asked Fitzgerald what discipline he believed should result to Koresh because of the incident on August 30. Fitzgerald responded he did not believe it was fair to fire Koresh over a single mistake. Fitzgerald also indicated he did not believe Koresh should be fired in light of his long years of service to the company. The manager then informed Fitzgerald he needed to begin to think like a foreman if he was going to be one, and he needed to find out which side he was on. Fitzgerald was also informed the matter may result in a lawsuit. Fitzgerald does not claim he responded to the statements.

Fitzgerald instituted this wrongful discharge action against Salsbury. He alleged his termination violated a public policy of this state to protect workers who oppose the unlawful termination of a coworker. Additionally, he claimed he was terminated because he intended to provide testimony in Koresh’s future wrongful termination lawsuit that would be unfavorable to Salsbury and the company wanted to discredit his potential testimony as a disgruntled former employee. Fitzgerald claims Salsbury’s motivation to terminate him violated the public policy of this state to provide truthful testimony in court proceedings.

The trial court dismissed the action following a hearing on the motion for summary judgment. It found no public policy of this state was implicated by the two factual claims urged by Fitzgerald. Although the trial court found the criminal statutes against committing and suborning perjury established a public policy prohibiting such conduct, it found no facts to show the criminal statutes had been violated by Salsbury.

II. Scope of Review.

Our review of a summary judgment ruling is for corrections of errors of law. Iowa R.App. P. 4; Kennedy v. Zimmermann, 601 N.W.2d 61, 63 (Iowa 1999). Summary judgment is appropriate where there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Iowa R. Civ. P. 237(c). Summary judgment is properly granted where the only controversy is the legal effect of the undisputed facts. Krause v. Krause, 589 N.W.2d 721, 724 (Iowa 1999). When the facts are not in dispute, we will simply decide whether the district court correctly applied the law to the undisputed facts before us. Iowa Tel. Ass’n v. City of Hawarden, 589 N.W.2d 245, 250 (Iowa 1999).

III. The Employer-Employee Relationship.

A. Employment At-Will.

Absent a valid contract of employment, an employment relationship is generally considered to be inherently indefinite and presumed to be at-will. See Anderson v. Douglas & Lomason Co., 540 N.W.2d 277, 281 (Iowa 1995). This means the employment relationship is terminable by either party “at any time, for any reason, or no reason at all.” Phipps v. IASD Health Servs. Corp., 558 N.W.2d 198, 202 (Iowa 1997). The roots of the at-will employment doctrine are more than a century old. It is said to have originated in an 1877 treatise by Horace Gray Wood, which articulated the rule in clear and appealing terms:

With us, the rule is inflexible, that a general or indefinite hiring is, prima facie, a hiring at will, and if the servant seeks to make it out a yearly hiring, the burden is upon him to establish it by proof.... [I]t is an indefinite hiring and is determinable at the will of either party.

Horace G. Wood, A Treatise on the Law of Master & Servant § 134, at 272 (1877). Despite its direct contradiction to the traditional English rule, the at-will rule was judicially adopted in New York, see Martin v. New York Life Ins. Co., 148 N.Y. 117, 42 N.E. 416, 417 (1895), and quickly became the prevailing rule throughout the country. The United States Supreme Court gave the doctrine a boost in 1908 in Adair v. United States, when it found a federal law making it a crime to discharge an employee for being a member of a union violated due process guarantees of freedom of contract. Adair v. United States, 208 U.S. 161, 174-75, 28 S.Ct. 277, 280, 52 L.Ed. 436, 442 (1908) (“the right of the employee to quit the service of the employer, for whatever reason, is the same as the right of the employer, for whatever reason, to dispense with the services Of the employee”).

We too have long recognized that “indefinite employment may be abandoned at will by either party without incurring any liability.” Harrod v. Wineman, 146 Iowa 718, 719, 125 N.W. 812, 813 (1910). Yet, the passage of time has begun to weaken this once powerful rule. The at-will employment doctrine first began to give way in 1937 when the United States Supreme Court abandoned the Adair holding and upheld the National Labor Relations Act which made it an unfair labor practice for an employer to consider membership in a union as a basis for hiring an employee. NLRB v. Jones & Laughlin Steel Corp., 301 U.S. 1, 45-46, 57 S.Ct. 615, 628, 81 L.Ed. 893, 916 (1937). After this case, courts began to scrutinize the common law doctrine, and the erosion began. See Pennington, 68 Tul. L.Rev. at 1589-90. As one court put it,

[t]he at will presumption, the citadel that once governed the field with such predictability, has been eroded of late by piecemeal attacks on both the contract and tort fronts and the entire field seems precariously perched on the brink of change.

Scott v. Extracorporeal Inc., 376 Pa.Super. 90, 545 A.2d 334, 336 (1988) (quoting Martin v. Capital Cities Media, Inc., 354 Pa.Super. 199, 511 A.2d 830, 834 (1986)).

In recent years three exceptions to the at-will employment doctrine have surfaced to add employee protections to the employer/employee relationship. Generally, these exceptions fall into three categories: (1) discharges in violation of public policy, (2) discharges in violation of employee handbooks which constitute a unilateral contract, and (3) discharges in violation of a covenant of good faith and fair dealing. See Anderson, 540 N.W.2d at 282 (citing Stephen F. Befort, Employee Handbooks & the Legal Effect of Disclaimers, 13 Indus. Rel. L.J. 326, 333-34 (1991/1992)).

We have only adopted the first two recognized exceptions to the doctrine. See Abrisz v. Pulley Freight Lines, Inc., 270 N.W.2d 454, 455 (Iowa 1978) (we first recognized the possibility of public policy exception); Springer v. Weeks & Leo Co., 429 N.W.2d 558, 560 (Iowa 1988) (narrow public policy exception adopted); French v. Foods, Inc., 495 N.W.2d 768, 769-71 (Iowa 1993) (employee handbook may create unilateral contract). We have consistently refused to adopt a covenant of good faith and fair dealing with respect to at-will employment relationships. See Huegerich v. IBP, Inc., 547 N.W.2d 216, 220 (Iowa 1996). Thus, the traditional doctrine of termination “at any time, for any reason, or no reason at all,” Phipps, 558 N.W.2d at 202, is now more properly stated as permitting “termination at any time for any lawful reason.” Lockhart v. Cedar Rapids Community Sch. Dist., 577 N.W.2d 845, 846 (Iowa 1998).

B. The Public Policy Exception.

We have identified the elements of an action to recover damages for discharge in violation of public policy to require the employee to establish (1) engagement in a protected activity; (2) discharge; and (3) a causal connection between the conduct and the discharge. Teachout v. Forest City Community Sch. Dist., 584 N.W.2d 296, 299 (Iowa 1998).

These elements properly identify the tort of wrongful discharge when a protected activity has been recognized through the existence of an underlying public policy which is undermined when an employee is discharged from employment for engaging in the activity. See Tullis v. Merrill, 584 N.W.2d 236, 239 (Iowa 1998) (public policy in favor of permitting employees to make demand for wages due gives rise to an action for wrongful discharge for making a demand for wages); Teachout, 584 N.W.2d at 299 (public policy of this state in favor of reporting suspected child abuse gives rise to an action for wrongful discharge for reporting or intending to report child abuse); Lara v. Thomas, 512 N.W.2d 777, 782 (Iowa 1994) (public policy of this state in favor of permitting employees to seek unemployment compensation gives rise to an action for wrongful discharge for seeking partial unemployment benefits); Springer, 429 N.W.2d at 560 (public policy of this state in favor of permitting employees to seek workers’ compensation for work-related injuries gives rise to an action for wrongful discharge for asserting a right to workers’ compensation benefits). However, when we have not previously identified a particular public policy to support an action, the employee must first identify a clear public policy which would be adversely impacted if dismissal resulted from the conduct engaged in by the employee. See Yockey v. State, 540 N.W.2d 418, 420-21 (Iowa 1995) (the public policy in favor of permitting employees to seek workers’ compensation benefits not jeopardized by termination from employment for missing work following injury); Borschel v. City of Perry, 512 N.W.2d 565, 567 (Iowa 1994) (no public policy in favor of presumption of innocence in work place to give rise to an action for wrongful discharge for conduct which resulted in criminal charges); French, 495 N.W.2d at 771-72 (presumption of innocence not an actual public policy).

It is generally recognized that the existence of a public policy, as well as the issue whether that policy is undermined by a discharge from employment, presents questions of law for the court to resolve. 2 Henry H. Perritt, Jr., Employee Dismissal Law and Practice § 7.9, at 18 (4th ed.1998) [hereinafter Perritt]; Paul H. Tobias, Litigating Wrongful Discharge Claims § 5:22, at 69 (1995) [hereinafter Tobias]; Roberts v. Dudley, 140 Wash.2d 58, 993 P.2d 901, 905 (2000) (existence of public policy is a question of law). Thus, these questions are generally capable of resolution by a motion for summary judgment. On the other hand, the elements of causation and motive are factual in nature and generally more suitable for resolution by the finder of fact. Tobias § 5:22, at 69-70. Notwithstanding, to withstand summary judgment a plaintiff must not only satisfy the court on the public policy and jeopardy elements of the tort, but offer adequate evidence from which a lack of justification for termination can be inferred. Perrit § 7.9, at 18.

1. Determining Public Policy.

In first recognizing the public policy exception to the at-will employment doctrine, we were careful to limit the tort action for wrongful discharge to cases involving only a well-recognized and clear public policy. Springer, 429 N.W.2d at 560. This requirement has been incorporated in our subsequent cases. This important element sets the foundation for the tort and it is necessary to overcome the employer’s interest in operating its business in the manner it sees fit. Perrit § 7.10, at 19. It also helps ensure that employers have notice that them dismissal decisions will give rise to liability. Stevenson v. Superior Ct., 16 Cal.4th 880, 66 Cal.Rptr.2d 888, 941 P.2d 1157, 1161 (1997).

In determining whether a clear, well-recognized public policy exists for purposes of a cause of action, we have primarily looked to our statutes but have also indicated our Constitution to be an additional source. Borschel, 512 N.W.2d at 567. We have not been asked to extend our sources of public policy beyond our statutes and Constitution, but recognize other states have used additional sources such as judicial decisions and administrative rules. See generally Tobias § 5:05-:06, at 16-23.

Some statutes articulate public policy by specifically prohibiting employers from discharging employees for engaging in certain conduct or other circumstances. Yet, we do not limit the public policy exception to specific statutes which mandate protection for employees. Teachout, 584 N.W.2d at 300. Instead, we look to other statutes which not only define clear public policy but imply a prohibition against termination from employment to avoid undermining that policy. See Borschel, 512 N.W.2d at 568.

Our insistence on using only clear and well-recognized public policy to serve as the basis for the wrongful discharge tort emphasizes our continuing general adherence to the at-will employment doctrine and the need to carefully balance the competing interests of the employee, employer, and society. See Fogel v. Trustees of Iowa College, 446 N.W.2d 451, 455 (Iowa 1989) (common law doctrine of employment at-will is firmly rooted in Iowa law); 82 Am.Jur.2d Wrongful Discharge § 15, at 687-88 (1992) (purpose of public policy exception is to balance competing interests of society, employers, and employees in light of the modern business experience). An employer’s right to terminate an employee at any time only gives way under the wrongful discharge tort when the reason for the discharge offends clear public policy. See Lockhart, 577 N.W.2d at 846.

The need for clarity in public policy is similarly recognized in our reluctance to search too far beyond our legislative pronouncements and constitution to find public policy to support an action. Thus, we must proceed cautiously when asked to declare public policy to support an exception to the at-will doctrine, and only utilize those policies that are well recognized and clearly defined. Burnham v. Karl & Gelb, P.C., 252 Conn. 153, 745 A.2d 178, 182 (2000) (public policy exception is narrow and courts should not lightly intervene to impair the exercise of managerial discretion). Any effort to evaluate the public policy exception with generalized concepts of fairness and justice will result in an elimination of the at-will doctrine itself. See Tobias § 5:05, at 17. Moreover, it could unwittingly transform the public policy exception into a “good faith and fair dealing” exception, a standard we have repeatedly rejected. Id,.; see Huegerich, 547 N.W.2d at 220.

2. Determining Jeopardy to Public Policy.

Once a clear public policy is identified, the employee must further show the dismissal for engaging in the conduct jeopardizes or undermines the public policy. See Yockey, 540 N.W.2d at 421 (dismissal for missing work following work injury did not jeopardize public policy favoring filing for workers’ compensation benefits). Thus, this element requires the employee to show the conduct engaged in not only furthered the public policy, but dismissal would have a chilling effect on the public policy by discouraging the conduct. See Teachout, 584 N.W.2d at 303 (public policy to report suspected child abuse implicated when employee is terminated for good faith intent to report child abuse); Lara, 512 N.W.2d at 782 (permitting discharge for conduct which conforms to public policy would create a chilling effect on public policy by indirectly forcing employees to forego the conduct); Smith v. Smithway Motor Xpress, Inc., 464 N.W.2d 682, 684-85 (Iowa 1990) (public policy for employees to file workers’ compensation claim implicated when employee is terminated after receipt of workers’ compensation benefits); Niblo v. Parr Mfg., 445 N.W.2d 351, 353 (Iowa 1989) (public policy for employees to file workers’ compensation claim is implicated when employee is terminated for threatening to file claim). In Lara, we said

Employers cannot be permitted to intimidate employees into foregoing the benefits to which they are entitled in order to keep their jobs. To hold otherwise in this context would create a chilling effect by permitting an employer to indirectly force an employee to give up certain statutory rights.

Lara, 512 N.W.2d at 782. Thus, when the conduct of the employee furthers public policy or the threat of dismissal discourages the conduct, public policy is implicated.

On the other hand, if a public policy exists, but is not jeopardized by the discharge, the cause of action must fail. See Yockey, 540 N.W.2d at 421 (public policy favoring workers’ compensation claim not frustrated if employer terminated employee for missing work due to the work-related injury). The conduct of the employee must be tied to the public policy, so that the dismissal will undermine the public policy; French, 495 N.W.2d at 771-72 (public policy against suborning perjury not implicated if employer terminates the employee after using coercive and highhanded tactics to obtain confession).

This element guarantees an employer’s personnel management decisions will not be challenged unless the public policy is genuinely threatened. Gardner, 913 P.2d at 382. If a public policy exists, but is not jeopardized by the discharge, the cause of action must fail. See French, 495 N.W.2d at 771-72 (public policy against perjury not implicated if employer terminates employee after using coercive or high-handed tactics to obtain confession).

3. Claim of Public Policy to Oppose Wrongful Termination of Co-Employee.

Fitzgerald first claims there is a public policy in this state which protects an employee from discharge by an employer for opposing the wrongful termination of a co-employee. He claims this public policy in favor of opposing the unlawful termination of a co-employee is derived from the Iowa Civil Rights Act, as well as Title VII of the Civil Rights Act of 1964. See Iowa Code § 216.11; 42 U.S.C. § 2000e-3(a) (1994).

Fitzgerald acknowledges the state and federal civil rights acts prohibit an employer from discriminating against a person who opposes a discriminatory practice as defined by the legislation, and do not apply to employee conduct of opposing the termination of a co-employee for engaging in conduct associated with our judicial system. Nevertheless, he argues these statutes, as well as others, reveal a broad public policy for employees to oppose all unlawful employment practices including the termination of a co-employee which is contrary to public policy. Fitzgerald claims the termination of Koresh was contrary to public policy of this state to provide truthful testimony and he should be afforded the same protection as the law provides Koresh.

We are reluctant to infer a broad public policy from a statute which is limited in its scope to specific discriminatory practices. See Bennett v. City of Redfield, 446 N.W.2d 467, 474 (Iowa 1989) (discipline in discharge provisions of chapter 400 excluded cities with populations of 15,000 or less and did not express a general public policy in favor of progressive disciplinary procedures in termination for good cause).- Instead, we continue to adhere to our guiding principle to only declare public policy which is clearly articulated by a statute or other appropriate source. See Springer, 429 N.W.2d at 560. The statutes identified by Fitzgerald clearly do not expressly protect his conduct and we find nothing which can be inferred from the language of the statutes to establish the broad public policy suggested. See Yockey, 540 N.W.2d at 421 (statute which creates public policy in favor of filing workers’ compensation claims does not embrace employee absenteeism based on work-related injury). Public policy involves a careful balance of competing interests, and we will not interfere with an employer’s interest in running its business as it sees fit unless a clear, well-recognized public policy exists. Gardner, 913 P.2d at 382.

We also observe Fitzgerald has failed to show how any public policy in favor of opposing the claimed unlawful termination of a co-employee would be jeopardized by his dismissal. Fitzgerald offered no evidence that he expressed opposition to the discharge of a co-worker because it was unlawful. Instead, Fitzgerald admits the only objection he voiced to his employer over the termination of Koresh was the length of his employment service and the lack of prior infractions. He offered no evidence he objected to the termination of Koresh for providing truthful deposition testimony. The conduct of Fitzgerald, therefore, did not promote the claimed public policy, and his actions were not necessary to enforce any public policy. Fitzgerald failed to tie his conduct with his claim of public policy. See Yockey, 540 N.W.2d at 421 (discharge for absenteeism following work-related injury does not match public policy against discharge for filing workers’ compensation claim).

4. Claim of Public Policy to Provide Truthful Testimony in a Legal Proceeding.

We next address the claim by Fitzgerald that he was terminated because he intended to provide truthful testimony, adverse to his employer, in a threatened future lawsuit of a co-employee against Salsbury. Our first task is to decide whether a public policy exists in this state against discharge of an employee for giving or intending to give truthful testimony in a legal proceeding.

Before considering our statutes, we observe other jurisdictions have recognized a public policy against firing an employee for giving testimony in court proceedings. The case that broke the ground for this exception was Petermann v. International Brotherhood of Teamsters, 174 Cal.App.2d 184, 344 P.2d 25 (1959). In Petermann, the California Court of Appeals first recognized a cause of action for wrongful discharge when an employee was terminated for refusing to perjure himself at his em~ ployer’s request. 344 P.2d at 27. The court found a clear public policy against perjury was reflected in those penal statutes making the commission and subornation of perjury unlawful. Id. The court stated:

In order to more fully effectuate the state’s declared policy against perjury, the civil law, too, must deny the employer his generally unlimited right to discharge an employee whose employment is for an unspecified duration, when the reason for the dismissal is the employee’s refusal to commit perjury.... The public policy of this state as reflected in the penal code ... would be seriously impaired if it were to be held that one could be discharged by reason of his refusal to commit perjury.

Id.

This same reasoning has appealed to other courts when faced with actions by employees who were discharged either for refusing to perjure themselves or for testifying truthfully against their employers. See Merkel v. Scovill, Inc., 570 F.Supp. 133, 140 (S.D.Ohio 1983), overruled in part (on factual basis) by 787 F.2d 174, 178 (6th Cir.1986) (employee fired for refusing to commit perjury); see also Bishop v. Federal Intermediate Credit Bank, 908 F.2d 658, 662 (10th Cir.1990) (employee fired after truthful testimony at a congressional hearing); Freeman v. McKellar, 795 F.Supp. 733, 742 (E.D.Pa.1992) (employee fired after truthful testimony before grand jury); Montalvo v. Zamora, 7 Cal.App.3d 69, 86 Cal.Rptr. 401, 404 (1970) (employees fired because employer believed they intended to testify in a minimum wage action); Martin Marietta Corp. v. Lorenz, 823 P.2d 100, 110 (Colo.1992) (employee fired for refusing to misrepresent quality control deficiencies, an illegal act); DeRose v. Putnam Management Corp., 398 Mass. 205, 496 N.E.2d 428, 431 (1986) (employee fired for failure to testify as employer wanted); Williams v. Hillhaven Corp., 91 N.C.App. 35, 370 S.E.2d 423, 426 (1988) (employee fired for testifying at another employee’s unemployment compensation hearing); Ressler v. Humane Soc’y, 480 N.W.2d 429, 431 (N.D.1992) (employee discharged for testifying truthfully).

Similarly, we find ample statutory support for a public policy in Iowa in favor of refusing to commit perjury. See Iowa Code §§ 720.2, .3, .4. Our statutes make it a crime to commit perjury, suborn perjury, or tamper with a witness. Id. Moreover, this public policy is not simply confined to the refusal to commit perjury but clearly embraces a broader public policy to provide truthful testimony in legal proceedings. Page v. Columbia Natural Resources, Inc., 198 W.Va. 378, 480 S.E.2d 817, 825-26 (1996). A policy in favor of refusing to commit perjury necessarily implies an inverse corresponding public policy to provide truthful testimony. Additionally, the integrity of the judicial system, its fundamental ability to dispense justice, depends upon truthful testimony. This principle forms the basis for our perjury and related statutes. Furthermore, a reasonable employer should be aware that attempts to interfere with the process of obtaining truthful testimony, whether through intimidation or retaliation, is a violation of this public policy. Id.; Stevenson, 66 Cal.Rptr.2d 888, 941 P.2d at 1161. Thus, we conclude the public policy derived from our statutes against perjury and suborning perjury also supports a public policy to provide truthful testimony. We next consider whether this public policy is undermined when an employee is discharged from employment for engaging in the conduct claimed by Fitzgerald.

Salsbury first argues that discharging Fitzgerald cannot jeopardize public policy in favor of truthful testimony in legal proceedings because Fitzgerald never testified in a legal proceeding, was never requested to testify in a legal proceeding, and never expressed an intent to testify. Thus, Salsbury claims the conduct engaged in by Fitzgerald did not match the conduct protected by the public policy.

We agree a dismissed employee must engage in conduct related to public policy before the discharge can undermine that public policy. However, we view the good faith intent to engage in a protected activity the same as performing the protected activity. Teachout, 584 N.W.2d at 301. This is because employees would be discouraged from engaging in the public policy if they were discharged for their intent to engage in the public policy the same as if they actually engaged in the conduct. See id.; Niblo, 445 N.W.2d at 351 (public policy in favor of filing workers’ compensation claim for work-related injuries was jeopardized by discharge for threat of filing). Thus, Fitzgerald must only show he had a good faith intent to truthfully testify.

An essential element of proof to establish the discharge undermines or jeopardizes the public policy necessarily involves a showing the dismissed employee engaged in conduct covered by the public policy. See Barela v. C.R. England & Sons, Inc., 197 F.3d 1313, 1316 (10th Cir.1999) (must show employee conduct brought public policy into play). Although proof the employee engaged in the conduct is also a part of the causation element of the tort, we must review Fitzgerald’s conduct in this case to determine if it sufficiently matched the public policy of providing truthful testimony.

Fitzgerald did not directly express an intention to testify truthfully in the lawsuit threatened by Koresh. Furthermore, he never told any company officials he possessed any particular damaging information about the threatened lawsuit. These facts suggest Fitzgerald did not contemplate testifying in a threatened lawsuit by Koresh prior to his discharge. Thus, we must review'the summary judgment record to determine if a reasonable inference can be drawn that Fitzgerald maintained a good faith intent to testify truthfully in a lawsuit action prior to the discharge.

Courts are generally reluctant to rely on summary judgment to resolve cases when intent is a substantive element of the action. Ness v. Marshall, 660 F.2d 517, 519 (3rd Cir.1981). This is because inferences used to determine intent are fact-based. Thus, if two reasonable inferences can be drawn, summary judgment is inappropriate. An inference, however, must not be based on speculation or "conjecture. See Robertson v. Allied Signal, Inc., 914 F.2d 360, 382 n. 12 (3rd Cir.1990).

The conduct engaged in by Fitzgerald prior to his discharge amounted to internal opposition to the termination of a co-employee. Generally, mere internal opposition by an employee to-the employer’s decision to discharge a co-employee would not suggest an inference the employee intended to give truthful testimony in future litigation brought by the discharged co-employee. The internal expression of support for a co-employee under these circumstances is far removed from the external concepts of perjury and truthful testimony in court proceedings. However, there are additional facts which must be considered in our analysis at this stage of the proceedings.

This case is not simply about Fitzgerald expressing support for Koresh. Salsbury not only admonished Fitzgerald for failing to support his employer, but warned him that the matter could result in litigation and he must decide which side he would support. Thus, Salsbury placed Fitzgerald’s support for Koresh in the context of litigation and transformed the conversation into choosing sides in a lawsuit. There was no evidence to suggest Fitzgerald backed down from his support for Koresh after the conversation' turned to litigation. These facts permit a reasonable inference to be drawn that Fitzgerald, prior to his discharge, developed an intent to testify in threatened future litigation against his employer.

There are, of course, other inferences that could be drawn from the evidence. However, at this stage we are required to draw those reasonable inferences in favor of Fitzgerald as the nonmoving party to the summary judgment proceedings. In light of these inferences, we conclude that there is evidence to support the claim Fitzgerald engaged in policy-based conduct.

Nevertheless, Salsbury argues the jeopardy element of the tort cannot be satisfied as a matter of law because it never requested Fitzgerald to testify inconsistent with the public policy. Without a request to testify inconsistent with public policy, Salsbury asserts the discharge cannot undermine any public policy. In fact, Sals-bury points out that the dismissal based on an inference that Fitzgerald would testify contrary to the interest of the employer would actually give Fitzgerald a greater incentive to freely and openly testify in conformance to public policy.

Some jurisdictions require the employer to actually make a request to the employee to commit perjury before finding the public policy against perjury is implicated. Bushko v. Miller Brewing Co., 134 Wis.2d 136, 396 N.W.2d 167, 170 (1986); see Meehan v. Amax Oil & Gas, Inc., 796 F.Supp. 461, 468 (D.Colo.1992) (employer never directed employee to act in certain way and never specifically prohibited employee from exercising privilege). Thus, a discharge based on an employer’s concern that the employee will testify truthfully if asked to testify or that the employee intends to testify contrary to the interests of the employer is insufficient to support a cause of action under the public policy exception. Brockmeyer v. Dun & Bradstreet, 113 Wis.2d 561, 335 N.W.2d 834, 840 (1983) (public policy must be clearly identifiable, “[n]o employer should be subject to suit merely because a discharged employee’s conduct was praiseworthy or because the public may have derived some benefit from it”). Other jurisdictions limit the action by requiring an unmistakable threat to the public policy. See Daniel v. Carolina Sunrock Corp., 335 N.C. 233, 436 S.E.2d 835, 836 (1993) (statement by employer reminding employee for whom she worked and to say as little as possible prior to providing testimony was insufficient to implicate the public policy against the perjury).

We believe the dismissal of an employee can jeopardize public policy when the employee has engaged in conduct consistent with public policy without a request by the employer to violate public policy just as it can when the employee refuses to engage in conduct which is inconsistent with public policy when requested by the employer. The focus is on the adverse actions of the employer in response to the protected actions of the employee, not the actions of the employer which may give rise to the protected actions of the employee. Furthermore, in considering whether the dismissal undermines public policy, we not only look to the impact of the discharge on the dismissed employee, but the impact of the dismissal on other employees as well. Public policy applies to all employees. If the dismissal of one employee for engaging in public policy conduct will discourage other employees from engaging in the public policy conduct, public policy is undermined.

In this case, if Salsbury was motivated to dismiss Fitzgerald because he intended to testify truthfully in a future lawsuit, a dismissal would have a chilling effect on other employees by discouraging them from engaging in similar conduct. See Lara, 512 N.W.2d at 782. Thus, it makes no difference that a dismissal in this particular case may give the employee an enhanced incentive to testify after a dismissal. The action by the employer could inhibit other employees from truthfully testifying in the future out of fear of dismissal.

Salsbury further argues that interpreting the tort to include conduct alleged by Fitzgerald will open the floodgates to litigation for wrongful discharge on public policy grounds whenever an employee internally expresses reservations over the termination of a co-employee and then is later dismissed for some valid reason unrelated to the prior termination of the co-employee. This argument, however, can be made to practically every public policy claim which serves as the basis for a wrongful discharge action. See Page, 480 S.E.2d at 826. Yet, it is up to the fact finder, in most instances, to determine whether any particular case has merit. We simply recognize a tort for discharge in violation of a public policy to provide truthful testimony, and leave it to the jury to determine if the facts support the claim. The action in this case is based in part upon an internal complaint by the employee, but is enough to withstand summary judgment because the context of the internal complaint justifies an inference of an intent to testify against the employer which may have caused the employer to dismiss the employee.

5. Causation Element.

We next consider if the evidence is sufficient to support a causal connection between the conduct engaged in by Fitzgerald and the discharge. The protected conduct must be the determinative factor in the decision to terminate the employee. Teachout, 584 N.W.2d at 301-02. Of course, if the employer has no knowledge the employee engaged in the protected activity, causation cannot be established. Id.; Perritt §§ 7.21-.22, at 54-55. Similarly, the existence of other legal reasons or motives for the termination are relevant in considering causation.

The causation standard is high, and requires us to determine if a reasonable fact finder would conclude Fitzgerald’s intent to testify truthfully was the determinative factor in the decision to discharge him. Teachout, 584 N.W.2d at 300. Generally, causation presents a question of fact. Thus, if there is a dispute over the conduct or the reasonable inferences to be drawn from the conduct, the jury must resolve the dispute. Perritt § 7.21, at 54. Additionally, any dispute over the employer’s knowledge of the conduct is generally for the jury, as well as the existence of other justifiable reasons for the termination.

In this case, the different inferences to be drawn from the evidence preclude summary judgment. After a recommendation was made to Salsbury to terminate Ko-resh, Salsbury wanted to know if Fitzgerald supported Koresh. Salsbury further expressed disapproval over the support Fitzgerald gave Koresh. Moreover, Sals-bury gathered this information in the context of a potential lawsuit threatened by Koresh. In light of these inferences, summary judgment was improper.

IV. Conclusion.

We conclude the court erred in granting summary judgment. We reverse the decision of the district court and remand the case for further proceedings.

REVERSED AND REMANDED.

All justices concur except LAVORATO, J., who takes no part.

      . As early as 1562, the English common law presumed employment was for a one-year term. See Gary E. Murg & Clifford Schar-man, Employment at Will: Do the Exceptions Overwhelm the Rule?, 23 B.C.L.Rev. 329, 332 (1982) [hereinafter Murg & Scharman]. This was for the protection of the seasonal worker, as the presumption was difficult to overcome. Id. English courts held an employer liable for a breach of the employment contract for terminations prior to the expiration of the one-year term absent proof of a "reasonable cause to do so.” Wagenseller v. Scottsdale Mem'l Hosp., 147 Ariz. 370, 710 P.2d 1025, 1030 (1985) (citing 1 W. Blackstone, Commentaries *413). Initially American courts adopted this English rule; however with the Industrial Revolution came the rise of a more impersonal employer-employee relationship and so went the traditional master-servant relationship and the protections that came with it. Murg & Scharman, 23 B.C.L.Rev. at 334.
      The Martin court, and those 'which followed, adopted the at-will doctrine advocated by Woods without a thorough analysis of the underlying authority. Legal scholars have since criticized the basis for the rule. See Christopher L. Pennington, The Public Policy Exception to the Employment-At-Will Doctrine: Its Inconsistencies in Application, 68 Tul. L.Rev. 1583, 1586 n. 13 (1994) [hereinafter Pennington] (the four American cases Woods cited in support of his rule were far off the mark, no policy grounds were offered).

      .Some courts are beginning to articulate the elements of a cause of action for wrongful discharge as:
      1. The existence of a clear public policy (the clarity element).
      2. Dismissal of employee under circumstances alleged in the case would jeopardize public policy (the jeopardy element).
      3. The plaintiff engaged in public policy conduct and this conduct was the reason for the dismissal (the causation element).
      4. Employer lacked an overriding business justification for the dismissal (the absence of justification element).

        Gardner v. Loomis Armoured, Inc., 128 Wash.2d 931, 913 P.2d 377, 382 (1996); Collins v. Rizkana, 73 Ohio St.3d 65, 652 N.E.2d 653, 657 (1995).
      This approach is derived from the methodology proposed by Dean and Law Professor Henry H. Perrit, Jr. See generally Henry H. Perrit, Jr., The Future of Wrongful Dismissal Claims: Where Does Employer Self-Interest Lie?, 58 U. Cin. L.Rev. 397-430 (1989). This four part structure of proof is now detailed in Professor Perrit's multi-volume treatise on the subject. See Perritt § 7.9, at 18. This is a helpful guide and actually parallels the approach we have followed in addressing the tort on a case-by-case method.

      . See Iowa Code §§ 29A.43 (1995) (absences for membership in military reserves protected); 49.109- 110 (absence for voting protected); 79.2 (employee may take medical leave of absence upon recommendation of physician without retaliation); 79.28 (no retaliation for whistleblower reporting of mismanagement of funds); 85.18 (workers’ compensation rights protected); 88.9(3) (no retaliation for actions pursuant to the Occupational Safety and Health Act); 91A.10(5) (actions for wage and hour disputes are protected); 598.22 (employee cannot be terminated based upon child support withhold-mgs); 601A.11(2) (Iowa Civil Rights Act prohibits retaliation against those who oppose unlawful employment practices or participate in proceedings pursuant to the Act); 607A.45 (absence for jury duty is protected); 642.21 (garnishments for consumer credit transactions); 730.2-.4 (employee may not be blacklisted for terminating relationship, employer may not mislead former employee’s potential employer with false statement, nor require successful polygraph test); 731.2 (employment may not be denied to employee based upon membership in labor union).

      . It is not necessary for us to specifically decide if the public policy to support the tort of wrongful discharge in Iowa can be derived from a federal statute. There is a split of . authority among the states. See, e.g., Faulkner v. United Technologies Corp., 240 Conn. 576, 693 A.2d 293, 297-98 (1997) (a federal law can be a source of public policy); Griffin v. Mullinix, 947 P.2d 177, 179-80 (Okla.1997) (federal statute cannot serve as a basis for state public policy); see also Perritt § 7.13, at 31-32. The issue gives rise to a host of considerations, including potential federal preemption issues. See 1 Henry H. Perritt, Jr., Employee Dismissal Law and Practice §§ 2.39-.46, at 168-91 (4th ed.1998).

      . No jeopardy can be shown if the plaintiff fails to match the conduct with the public policy. See Perritt § 7.17, at 46. Causation, however, also involves proof of conduct. With this element, the plaintiff must show the dismissal resulted from the protected conduct, and not for some other reason.


source: Caselaw Access Project

license: Public Domain

text:
    ST. ANSGAR MILLS, INC., Appellant, v. Duane J. STREIT, Appellee.
    No. 98-2025.
    Supreme Court of Iowa.
    July 6, 2000.

      Richard K. Updegraff of Brown, Winick, Graves, Gross, Baskerville and Schoeneb-aum, P.L.C., Des Moines, for appellant.
    A. Eric Neu of Neu, Minnich, Comito & Hall, P.C., Carroll, for appellee.
   CADY, Justice.

A grain dealer appeals from an order by the district court granting summary judgment in an action to enforce an oral contract for the sale of corn based on a written confirmation. The district court held the oral contract was unenforceable because the written confirmation was not delivered within a reasonable time after the oral contract as a matter of law. We reverse the decision of the district court and remand for further proceedings.

I. Background Facts and Proceedings.

St. Ansgar Mills, Inc. is a family-owned agricultural business located in Mitchell County. As a part of its business, St. Ansgar Mills buys corn from local grain farmers and sells corn to livestock farmers for feed. The price of the corn sold to farmers is established by trades made on the Chicago Board of Trade for delivery with reference to five contract months. The sale of corn for future delivery is hedged by St. Ansgar Mills through an offsetting futures position on the Chicago Board of Trade.

A sale is typically made when a farmer calls St. Ansgar Mills and requests a quote for a cash price of grain for future delivery based on the Chicago Board of Trade price for the delivery. The farmer then accepts or rejects the price. If the price is accepted, St. Ansgar Mills protects the price through a licensed brokerage house by acquiring a hedge position on the Chicago Board of Trade. This hedge position, however, obligates St. Ansgar Mills to purchase the corn at the stated price at the time of delivery. Thus, St. Ansgar Mills relies on the farmer who purchased the grain to accept delivery at the agreed price.

Duane Streit formerly resided in Mitchell County and currently practices veterinarian medicine in Carroll County. He also raises hogs. He owns a large hog farrowing operation in Carroll County and a hog finishing operation in Mitchell County near Osage. Streit purchased the Osage farm from his father in 1993. Duane’s father, John Streit, resides in Mitchell County and helps Duane operate the Osage finishing facility.

Duane and his father have been longtime customers of St. Ansgar Mills. Since 1989, Duane entered into numerous contracts with St. Ansgar Mills for the purchase of large quantities of corn and other grain products. Duane would generally initiate the purchase agreement by calling St. Ansgar Mills on the telephone to obtain a price quote. If an oral contract was made, an employee of St. Ansgar Mills would prepare a written confirmation of the sale and either mail it to Duane to sign and return, or wait for Duane or John to sign the confirmation when they would stop into the business.

John would regularly stop by St. Ansgar Mills sometime during the first ten days of each month and pay the amount of the open account Duane maintained at St. Ans-gar Mills for the purchase of supplies and other materials. On those occasions when St. Ansgar Mills sent the written confirmation to Duane, it was not unusual for Duane to fail to sign the confirmation for a long period of time. He also failed to return contracts sent to him. Nevertheless, Duane had never refused delivery of grain he purchased by telephone prior to the incident which gave rise to this case.

On July 1, 1996, John telephoned St. Ansgar Mills to place two orders for the purchase of 60,000 bushels of corn for delivery in December 1996 and May 1997. This order followed an earlier conversation between Duane and St. Ansgar Mills. After the order was placed, St. Ansgar Mills completed the written confirmation but set it aside for John to sign when he was expected to stop by the business to pay the open account. The agreed price of the December corn was $3.53 per bushel. The price of the May corn was $3.73 per bushel.

John failed to follow his monthly routine of stopping by the business during the month of July. St. Ansgar Mills then asked a local banker who was expected to see John to have John stop into the business.

John did not stop by St. Ansgar Mills until August 10, 1996. On that date, St. Ansgar Mills delivered the written confirmation to him.

Duane later refused delivery of the corn orally purchased on July 1, 1996. The price of corn had started to decline shortly after July 1, and eventually plummeted well below the quoted price on July 1. After Duane refused delivery of the corn, he purchased corn for his hog operations on the open market at prices well below the contract prices of July 1. St. Ansgar Mills later told Duane it should have followed up earlier with the written confirmation and had no excuse for not doing so.

St. Ansgar Mills then brought this action for breach of contract. It sought damages of $152,100, which was the difference between the contract price of the corn and the market price at the time Duane refused delivery.

Duane filed a motion for summary judgment. He claimed the oral contract alleged by St. Ansgar Mills was governed by the provisions of the Uniform Commercial Code, and was unenforceable as a matter of law under the statute of frauds. He claimed the written confirmation delivered to John on August 10, 1996 did not satisfy the statute of frauds for two reasons. First, he was not a merchant. Second, the confirmation was not received within a reasonable time after the alleged oral agreement.

The district court determined a jury question was presented on whether Duane was a merchant under the Uniform Commercial Code. However, the district court found the written confirmation did not satisfy the writing requirements of the statute of frauds because the delivery of the confirmation to John, as Duane’s agent, did not occur within a reasonable time after the oral contract as a matter of law. The district court found the size of the order, the volatility of the grain market, and the lack of an explanation by St. Ans-gar Mills for failing to send the confirmation to Duane after John failed to stop by the business as expected made the delay between July 1 and August 10 unreasonable as a matter of law.

St. Ansgar Mills appeals. It claims a jury question was presented on the issue of whether a written confirmation was received within a reasonable time.

II. Scope of Review.

We review a ruling for summary judgment for errors at law. Iowa R.App. P. 4; Iowa Comprehensive Petroleum Underground Storage Tank Fund Bd. v. Mobil Oil Corp., 606 N.W.2d 359, 362 (Iowa 2000). Summary judgment is appropriate where the record indicates no genuine issue of material fact exists, therefore the moving party is entitled to judgment as a matter of law. Iowa R. Civ. P. 237(c). When the facts are not in dispute, we decide whether the district court correctly applied the law to the facts. Kennedy v. Zimmermann, 601 N.W.2d 61, 64 (Iowa 1999). In doing so, we view the facts in the light most favorable to the party opposing the motion. See Mobil, 606 N.W.2d at 362.

III. Statute of Frauds.

The statute of frauds is one of the most well-known and venerable rules applicable to contract law. Generally, it establishes an exception to the proposition that oral contracts are enforceable in a lawsuit if sufficiently proven by requiring certain types of contracts to be in writing and signed by the party against whom enforcement is sought. See Iowa Code § 554.2201(1).

The statute of frauds originated in 17th century England to combat the use of fraud and perjury by litigants in court proceedings to establish oral contracts. See 2 E. Allan Farnsworth, Contracts § 6.1, at 82-83 (2d ed.1990). At the time, court rules prohibited parties to a lawsuit from testifying as witnesses in their case, and, consequently, an oral contract could only be established with testimony of third parties. See Azevedo v. Minister, 86 Nev. 576, 471 P.2d 661, 663 (1970). This prohibition allowed witnesses to be persuaded to give false testimony on behalf of a party in an effort to establish an oral contract, leaving the other party at a distinct disadvantage. See James J. O’Connell, Jr., Boats Against a Current: The Courts and the Statute of Frauds, 47 Emory L.J. 253, 257 (1998) [hereinafter O’Connell].

In 1677, in response to this unsavory practice of using perjury to establish oral contracts, Parliament enacted the statute of frauds to require certain contracts to be supported by written evidence to be enforceable. 29 Gar. 2, ch. 3 (1677) (Eng.); see Hugh E. Willis, Statute of Frauds — A Legal Anachronism, 3 Ind. L.J. 427, 427 (1928). The statute included contracts which were not only particularly susceptible to fraud, but those which posed serious consequences of fraud, including contracts for the sale of goods or property. See O’Connell, 47 Emory L.J. at 258.

Despite a difference in the court rules which gave rise to this statute of frauds, our American legal culture quickly adopted the principle. James J. White <& Robert S. Summers, Uniform Commercial Code § 2 — 1, at 50 (2d ed.1980) [hereinafter White & Summers]. Iowa adopted the statute of frauds in 1851. See Iowa Code §§ 2409-10 (1851). The statute of frauds also became a part of the Uniform Sales Act in 1906, which Iowa subsequently adopted in 1924. See 1919 Iowa Acts ch. 396 (initially codified at Iowa Code §§ 9930-10007 (1924)). This statute required all contracts for the sale of goods to be in writing. Over time, the Uniform Sales Act was replaced by the Uniform Commercial Code. The Uniform Commercial Code continued to adhere to the statute of frauds, but was limited in its provisions to the sale of goods in excess of $500. Iowa enacted its version of the Uniform Commercial Code in 1966 including the statute of frauds. See 1965 Iowa Acts ch. 413. Iowa’s statute of frauds for the sale of goods now provides:

Except as otherwise provided in this section, a contract for the sale of goods for the price of $500 or more is not enforced by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by that party’s authorized agent or broker.

Iowa Code § 554.2201(1) (1995).

Although the statute of frauds has been deeply engrained into our law, many of the forces which originally gave rise to the rule are no longer prevalent. White & Summers § 2 — 1, at 51. This, in turn, has caused some of the rigid requirements of the rule to be modified.

One statutory exception or modification to the statute of frauds which has surfaced applies to merchants. Id. § 554.2201(2). Under section 554.2201(2), the writing requirements of section 554.2201(1) are considered to be satisfied if, within a reasonable time, a writing in confirmation of the contract which is sufficient against the sender is received and the merchant receiving it has reason to know of its contents, unless written notice of objection of its contents is given within ten days after receipt. Id. Thus, a writing is still required, but it does not need to be signed by the party against whom the contract is sought to be enforced. The purpose of this exception was to put professional buyers and sellers on equal footing by changing the former law under which a party who received a written confirmation of an oral agreement of sale, but who had not signed anything, could hold the other party to a contract without being bound. See White & Summers § 2—3, at 55; Kimball County Grain Coop. v. Yung, 200 Neb. 233, 263 N.W.2d 818, 820 (1978). It also encourages the common, prudent business practice of sending memoranda to confirm oral agreements. Wfiiite & Summers § 2—3, at 55.

While the written confirmation exception imposes a specific ten-day requirement for a merchant to object to a written confirmation, it employs a flexible standard of reasonableness to establish the time in which the confirmation must be received. Iowa Code § 554.2201(2). The Uniform Commercial Code specifically defines a reasonable time for taking action in relationship to “the nature, purpose and circumstances” of the action. Id. § 554.1204(2). Additionally, the declared purpose of the Uniform Commercial Code is to permit the expansion of commercial practices through the custom and practice of the parties. See Iowa Code Ann. § 554.1102 cmt. 2 (course of dealings, usage of trade or course of performance are material in determining a reasonable time). Furthermore, the Uniform Commercial Code relies upon course of dealings between the parties to help interpret their conduct. Iowa Code § 554.1205(1). Thus, all relevant circumstances, including custom and practice of the parties, must be considered in determining what constitutes a reasonable time under section 554.2201(2).

Generally, the determination of the reasonableness of particular conduct is a jury question. See Pirelli-Armstrong Tire Co. v. Reynolds, 562 N.W.2d 433, 436 (Iowa 1997); see also Harvey v. Great Atl. & Pac. Tea Co., 388 F.2d 123, 125 (5th Cir.1968) (passing judgment on the reasonableness of conduct of the parties must be accomplished in light of all the circumstances of the case and should rarely be disposed of by summary judgment). Thus, the reasonableness of time between an oral contract and a subsequent written confirmation is ordinarily a question of fact for the jury. Mortgageamerica Corp. v. American Nat’l Bank, 651 S.W.2d 851, 856 (Tex.Ct.App.1983); Schiavi Mobile Homes, Inc. v. Gagne, 510 A.2d 236, 238 (Me.1986) (reasonableness of parties’ time for action is a question of fact). It is only in rare cases that a determination of the reasonableness of conduct should be decided by summary adjudication. Harvey, 388 F.2d at 125. Summary judgment is appropriate only when the evidence is so one-sided that a party must prevail at trial as a matter of law. Ridgeway v. Union County Comm’rs, 775 F.Supp. 1105, 1109 (S.D.Ohio 1991).

There are a host of cases from other jurisdictions which have considered the question of what constitutes a reasonable time under the written confirmation exception of the Uniform Commercial Code. See Gestetner Corp. v. Case Equip. Co., 815 F.2d 806, 810 (1st Cir.1987) (roughly five month delay reasonable in light of merchants’ relationship and parties’ immediate action under contract following oral agreement); Serna, Inc. v. Harman, 742 F.2d 186, 189 (5th Cir.1984) (three and one-half month delay reasonable in light of the parties’ interaction in the interim, and nonfluctuating prices, thus no prejudice); Cargill, Inc. v. Stafford, 553 F.2d 1222, 1224 (10th Cir.1977) (less than one month delay unreasonable despite misdirection of confirmation due to mistaken addressing); Starry Constr. Co. v. Murphy Oil USA, Inc., 785 F.Supp. 1356, 1362-63 (D.Minn.1992) (six month delay for confirmation of modification order for additional oil unreasonable as a matter of law in light of Persian Gulf War, thus increased prices and demand); Rockland Indus., Inc. v. Frank Kasmir Assoc., 470 F.Supp. 1176, 1179 (N.D.Tex.1979) (letter sent eight months after alleged oral agreement for two-year continuity agreement unreasonable in light of lack of evidence supporting reasonableness of delay); Yung, 263 N.W.2d at 820 (six month delay in confirming oral agreement delivered one day prior to last possible day of delivery unreasonable); Azevedo, 471 P.2d at 666 (ten week delay reasonable in light of immediate performance by both parties following oral agreement); Lish v. Compton, 547 P.2d 223, 226-27 (Utah 1976) (twelve day delay “outside the ambit which fair-minded persons could conclude to be reasonable” in light of volatile price market and lack of excuse for delay other than casual delay). Most of these cases, however, were decided after a trial on the merits and cannot be used to establish a standard or time period as a matter of law. Only a few courts have decided the question as a matter of law under the facts of the case. Compare Starry, 785 F.Supp. at 1362-63 (granting summary judgment), and Lish, 547 P.2d at 226-27 (removing claim from jury’s consideration), with Barron v. Edwards, 45 Mich.App. 210, 206 N.W.2d 508, 511 (1973) (remanding for further development of facts, summary judgment improper). However, these cases do not establish a strict principle to apply in this case. The resolution of each case depends upon the particular facts and circumstances.

In this case, the district court relied upon the large amount of the sale, volatile market conditions, and lack of an explanation by St. Ansgar Mills for failing to send the written confirmation to Duane in determining St. Ansgar Mills acted unreasonably as a matter of law in delaying delivery of the written confirmation until August 10, 1996. Volatile market conditions, combined with a large sale price, would normally narrow the window of reasonable time under section 554.2201(2). However, they are not the only factors to consider. Other relevant factors which must also be considered in this case reveal the parties had developed a custom or practice to delay delivery of the confirmation. The parties also maintained a longtime amicable business relationship and had engaged in many other similar business transactions without incident. There is also evidence to infer St. Ansgar Mills did not suspect John’s failure to follow his customary practice in July of stopping by the business was a concern at the time. These factors reveal a genuine dispute over the reasonableness of the delay in delivering the written confirmation, and make the resolution of the issue appropriate for the jury. Moreover, conduct is not rendered unreasonable solely because the acting party had no particular explanation for not pursuing different conduct, or regretted not pursuing different conduct in retrospect. The reasonableness of conduct is determined by the facts and circumstances existing at the time.

Considering our principles governing summary adjudication and the need to resolve the legal issue by considering the particular facts and circumstances of each case, we conclude the trial court erred by granting summary judgment. We reverse and remand the case for further proceedings.

REVERSED AND REMANDED.

All justices concur except NEUMAN, J., who takes no part.

      . This is not the exclusive method of sale. Another type of sale is based on an order contingent upon the cash price of the corn reaching a specific level. This type of sale, however, was not involved in this case.

      . Duane did not cross-appeal from the determination by the district court that his status as a merchant was a question for the fact finder. Therefore, the issue is not before us. We limit our review to the issue whether a forty-day delay between the claimed oral contract and receipt of a written confirmation was unreasonable as a matter of law.

      . Other factors also helped place defendants at a distinct disadvantage. Rules of evidence were undeveloped at the time and courts had little authority to overturn jury verdicts not supported by the evidence. See O’Connell, 47 Emory L.J. at 257.

      . There is some debate as to the date of passage with royal assent for the new bill. Some records indicate the date of passage as April 16, 1676, whereas the actual date was in 1677. Compare Marc P. Bouret, Oral Will Contracts and the Statute of Frauds in California, 1896-1980: A Summary and Evaluation, 8 Pepp. L.Rev. 41, 43 (1980) (arguing the statute of frauds was originally enacted in 1676), with George P. Costigan, Jr., The Date and Authorship of the Statute of Frauds, 26 Harv. L.Rev. 329, 331 (1913) [hereinafter Costigan] (arguing the statute was enacted in 1677). The confusion stems from Pope Gregory XIII's abolition of the “old” calendar in 1582, which was adopted in England in 1751. Costigan, 26 Harv. L.Rev. at 331. The "old” calendar was 11 days ahead of the "new” due to the vernal equinox in March, resulting in confusion in the months of January, February and March. Id.

      .After six years of deliberating, the National Conference of Commissioners on Uniform State Laws produced the 1952 Official Text of the Uniform Commercial Code. See William A. Schnader, A Short History of the Preparation and Enactment of the Uniform Commercial Code, 22 U. Miami L.Rev. 1, 1-2 (1967). In 1954, Pennsylvania was the first state to formally adopt the text. See 13 Pa. Const. Stat. §§ 1101 to 9507 (1953). By 1968, the Uniform Commercial Code was effective in 49 states, the District of Columbia, and the Virgin Islands. See Uniform Commercial Code Table, 1 U.L.A. 1-2 (Master ed.1989). There have been three official revisions, the 1972, the 1978, and the 1987 Official Texts, offered by the Permanent Editorial Board, a board established in 1961 to keep the Code up to date. See William A. Schnader, The Permanent Editorial Board for the Uniform Commercial Code: Can it Accomplish its Object?, 3 Am. Bus. L.J. 137, 138 (1965).

      . The Uniform Commercial Code establishes three general exceptions to the writing requirement: (1) goods made specially for the buyer and not suitable for resale to others towards which the seller has made a substantial beginning of their manufacture or commitments for their procurement; (2) where the party against whom enforcement is sought admits the existence of the contract in pleadings, testimony, or before the court; and (3) goods for which payment has been received and goods accepted. See Iowa Code § 554.2201 (3)(a)-(c). Additionally, a contract "may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of the contract.” Id. § 554.2204(1). The agreement which creates the contract qualifies even though the exact moment of its making is undetermined or terms are left open, so long as the parties intended to make a contract. Id. § 554.2204(2), (3).


author: J.H. Gilbert Associate Justice

text:
    Mark J. GAIDA, Relator, v. TRI CITY PAVING and State Fund Mutual Insurance Co., Respondents, and St. Cloud Hospital, Blue Cross/Blue Shield/Blue Plus, Intervenors.
    No. C2-00-800.
    Supreme Court of Minnesota.
    July 25, 2000.
    Frank J. Rajkowski, Esq., Rajkowski, Hansmeier, Ltd., St. Cloud, for employee-relators.
    Steven Scharfenberg, Esq., Lynn, Scharfenberg & Associates, Minneapolis, for employer-respondent’s insurer-respondents.
   ORDER

Based upon all the files, records and proceedings herein,

IT IS HEREBY ORDERED that the decision of the Workers’ Compensation Court of Appeals filed April 24, 2000, be, and the same is, affirmed without opinion. See Minn. R. Civ.App. P. 136.01, subd. 1(b).

BY THE COURT:

J.H. Gilbert Associate Justice


author: LANSING, Judge

text:
    Ronald L. ABRAHAMSON, Appellant, v. Beatrice ABRAHAMSON, in her individual capacity and as Trustee of the Abrahamson Trust dated March 27, 1997, et al., Respondents, Arvo J. Kauppi, Respondent, John A. Swift, et al., Gregory J. Duren, et al., Respondents.
    No. C7-99-2163.
    Court of Appeals of Minnesota.
    June 27, 2000.

      Roger D. Anderson, St. Paul, MN (for appellant).
    Esther E. McGinnis, Warren E. Peterson, Peterson, Fram & Bergman, P.A., St. Paul, MN (for respondents Beatrice Abra-hamson, et al.).
    John V. Lager, Neff & Lager, Virginia, MN (for respondent Arvo Kauppi).
    John and Rita Swift, Tower, MN ( pro se respondents).
    Clinton R. McLagan, McLagan & Ler-man, P.A., Mendota Heights, MN (for respondents Gregory Duren, et al.).
    Considered and decided by LANSING, Presiding Judge, WILLIS, Judge, and PORITSKY, Judge.

       Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const, art. VI, § 10.

   OPINION

LANSING, Judge

Ronald Abrahamson sued for specific performance or damages, alleging breach of a contract for the sale of land held in joint tenancy by Gordon Abrahamson, Sr., and his wife, Beatrice Abrahamson. He appeals from summary judgment in favor of Beatrice Abrahamson and her sueces-sors-in-interest. Because as a matter of law Ronald Abrahamson did not effectively exercise his purchase option by discharging Gordon Abrahamson’s personal debt without Beatrice Abrahamson’s knowledge or consent, we affirm the summary judgment.

FACTS

On January 31, 1992, Gordon and Beatrice Abrahamson executed an option contract with Ronald Abrahamson, Gordon Abrahamson’s brother, for the sale of land Gordon and Beatrice Abrahamson held in joint tenancy. The contract gave Ronald Abrahamson the option to purchase the land within 30 months after the contract date for $13,500, along with 9% annual interest, real estate taxes, and insurance costs. It required Ronald Abrahamson to give Gordon and Beatrice Abrahamson written notice of his intent to buy and to “perform the conditions and comply with the terms [of the option]” within the option period. It also provided that if Ronald Abrahamson gave timely written notice but did not otherwise complete the transaction, he would have an additional 60 days to examine title, make conveyances, and close. Failure to comply with the terms of the option within the option period would automatically terminate the option.

In July 1994, before the option expired, Ronald Abrahamson gave Gordon and Beatrice Abrahamson notice of his intent to purchase the property. By way of payment, however, Ronald Abrahamson — with Gordon Abrahamson’s consent but without Beatrice Abrahamson’s knowledge or consent — credited Gordon Abrahamson $16,537.50 against a debt Gordon Abra-hamson had incurred personally to Ronald Abrahamson in connection with a failed stock transaction. The parties do not dispute that Beatrice Abrahamson did not know of the debt or that Ronald Abraham-son assisted his brother in his efforts to conceal the debt from his wife by allowing him to register the failed stock in Ronald Abrahamson’s name. Because Gordon and Ronald Abrahamson were concerned about tax hens of record outstanding against Ronald Abrahamson, they never executed, delivered, or recorded conveyance of the property.

After Gordon Abrahamson’s death in April 1996, Beatrice Abrahamson recorded an affidavit of survivorship and quit-claimed the property into a trust. The trust named Gordon Abrahamson, Jr., and Beatrice Abrahamson as trustees and Beatrice Abrahamson as principal beneficiary.

In July 1996, Ronald Abrahamson once again gave Beatrice Abrahamson written notice that he intended to exercise his option to buy the land under the January 1992 contract and to obtain financing-through Queen City Federal Savings and Loan. He made no reference to his current claim that he had already satisfied the terms of the option in 1994. When Gordon Abahamson, Jr., contacted Queen City Federal Savings and Loan, however, he was told that Ronald Abrahamson had terminated the loan process. As a result, in January 1998, the trust sold the property by contract for deed to Gary and Anne Duren for $45,000. At the same time, Arvo Kauppi, John and Rita Swift, and Swift Kicks, Inc., granted to and obtained from the trust mutual easements on the property.

In November 1998, Ronald Abrahamson brought this action for specific performance or damages, alleging breach of contract. In July 1999, Beatrice Abrahamson, Gordon Abrahamson Jr., and Gregory and Anne Duren moved for summary judgment dismissing Ronald Abrahamson’s claims to the property. The district court granted the motion, reasoning that under Minn. Stat. § 519.02, Beatrice Abrahamson could not be divested of her joint interest in the property in consideration for partial satisfaction of her husband’s personal debt. In December 1999, the district court entered final judgment pursuant to Minn. R. Civ. P. 54.02 and Minn. R. CivApp. P. 104.01, finding there was no just reason for delay. This appeal followed.

ISSUES

I. Does Minn.Stat. § 519.02 (1998) protect a married woman’s rights in property she acquires jointly with her husband during the marriage?

II. May an option holder exercise an option to purchase land held in joint tenancy by two joint offerors by knowingly providing consideration that was not contemplated by the option and benefits only one offeror?

ANALYSIS

On appeal from summary judgment, the reviewing court must determine whether genuine issues of material fact exist and whether the district court erred in its application of the law. Wallin v. Letourneau, 534 N.W.2d 712, 715 (Minn.1995). In so doing, the court must view the evidence in the light most favorable to the nonmoving party and resolve any doubts as to the existence of a fact issue against the moving party. Fabio v. Bellomo, 504 N.W.2d 758, 761 (Minn.1993). The interpretation of statutes raises an issue of law subject to de novo review. Sorenson v. St. Paul Ramsey Med. Ctr., 457 N.W.2d 188, 190 (Minn.1990). Whether a contract exists, on the other hand, presents an issue for the fact-finder unless the evidence is conclusive. Morrisette v. Harrison Int’l Corp., 486 N.W.2d 424, 427 (Minn.1992); Estate of Peterson, 579 N.W.2d 488, 490 (Minn.App.1998).

I

Statutory construction is unwarranted when a statute is not reasonably susceptible of more than one interpretation. See Minn.Stat. § 645.16 (1998) (“When the words of a law in their application to an existing situation are clear and free from all ambiguity, the letter of the law shall not be disregarded under the pretext of pursuing the spirit.”). When, on the other hand, the words of a statute are not explicit and more than one reasonable interpretation is possible, the statute must be construed. Id. The object of all statutory construction is to ascertain and effectuate the legislature’s intention. Id. The legislature’s intention may be ascertained by considering, among other things, the need for the law, the circumstances under which it was enacted, the mischief to be remedied, and the object to be attained. Id.

Minn.Stat. § 519.02 (1998) protects a woman’s right to own property in her own right, free from liability for her husband’s debts:

All property, real, personal, and mixed * * * owned by any woman at the time of her marriage, shall continue to be her separate property * * ⅜; and any married woman, during coverture, may receive, acquire, and enjoy property * * * and all avails of her labor and industry, free from the control of her husband, and from any liability on account of his debts, as fully as if she were unmarried.

The legislature originally enacted the statute as the Minnesota Married Woman’s Act to abolish the common-law concept of legal unity of husband and wife. Gillespie v. Gillespie, 64 Minn. 381, 383, 67 N.W. 206, 207 (1896). The legal-unity concept deprived a married woman of a separate legal existence and the right to a legal estate in her own property. Id. In enacting the statute, the legislature sought to eliminate the disabilities concomitant to being a married woman by, among other things, placing married women on an equal footing with their husbands “in respect to the management and control of [their] separate property.” Drake v. Drake, 145 Minn. 388, 390, 177 N.W. 624, 624 (1920) (emphasis added).

By its terms, the statute clearly applies to property a wife acquires separately from her husband before the marriage. Minn.Stat. § 519.02. The statute also applies to property a married woman acquires on her individual credit after the marriage. Hoover v. Carver, 135 Minn. 105, 108, 160 N.W. 249, 250-51 (1916). The question in this case is whether Minn. Stat. § 519.02 applies to property that a husband and wife acquire jointly during the marriage. We conclude that it does not.

We recognize that the language of Minn. Stat. § 519.02 is broad and could arguably be construed to apply to marital property. See Manderfeld v. Krovitz, 539 N.W.2d 802, 807 (Minn.App.1995) (stating in dictum that Minn.Stat. § 519.02 precludes specific performance of option contract for sale of land husband and wife held in joint tenancy), review denied (Minn. Jan. 25, 1996). But the original statutory purpose, which we must consider in interpreting the statute, suggests otherwise. The legislature originally enacted the statute to abolish the legal-unity concept. The legal-unity concept affected a married woman’s right to own property separately from her husband, not jointly with him. The need for the law and the mischief to be remedied therefore suggest that the legislature did not intend Minn.Stat. § 519.02 to affect marital-property rights. This interpretation is consistent with Drake, in which the supreme court stated that the statute was intended to put a married woman on an equal footing with her husband “in respect to the management and control of her separate property.” Drake, 145 Minn. at 390, 177 N.W. at 624 (emphasis added).

The court’s reasoning in Hoover supports our reading of the statute as well. In Hoover, the court held that property a married woman had purchased on her individual credit was not subject to attachment by her husband’s creditors by virtue of Minn.Stat. § 519.02. Hoover, 135 Minn. at 108, 160 N.W. at 250-51. In arriving at its holding, the court stressed that the woman had purchased the property “without applying any property or the proceeds of any property, derived from or through [her husband], upon [the] purchase price.” Id. at 108, 160 N.W. at 250. The court thus implied that the married woman’s act would not have applied had the woman purchased the property jointly with her husband. The same inference arises from the court’s additional determination that whether corn the woman raised was subject to attachment by her husband’s creditors constituted a jury question dependent on whether “she, acting in good faith, raised [the corn] for her own use and benefit.” Id. at 108, 160 N.W. at 251 (citations omitted).

As a result of this analysis, we conclude that a common-sense reading of the statute in light of its purpose suggests the statute applies only to property a woman acquires separately from her husband. Accordingly, the district court erred in concluding that Minn.Stat. § 509.12 precludes enforcement of the contract at issue in this case. The determinative issue is not whether the statute permits the use of Beatrice Abrahamson’s joint interest in the property to satisfy her husband’s personal debt, but whether Ronald Abrahamson effectively exercised his purchase option by discharging Gordon Abrahamson’s personal debt without Beatrice Abrahamson’s knowledge or consent.

II

An option is a unilateral undertaking to keep an offer open for a period of time. Morrison v. Johnson, 148 Minn. 343, 345, 181 N.W. 945, 946 (1921). An option remains a unilateral undertaking and conveys no interest in its subject matter until the optionee effectively exercises it. M.L. Gordon Sash & Door Co. v. Mormann, 271 N.W.2d 436, 439 (Minn.1978); Brachmann v. Netzinger, 293 Minn. 405, 407, 196 N.W.2d 616, 618 (1972). If the time in which an option is to be exercised expires before the optionee meets its terms and conditions, the option lapses. Ferch v. Hiller, 209 Minn. 124, 128, 295 N.W. 504, 506 (1941).

An option must be construed strictly in favor of the maker and must be accepted according to its terms. Brachmann, 293 Minn. at 407, 196 N.W.2d at 618; John.D. Calamari & Joseph M. Peril-lo, Contracts § 2-27, at 91 (2d ed.1977). To give rise to a binding contract, the acceptance must “comply exactly with the requirements of the offer.” Rose v. Guerdon Indus., Inc., 374 N.W.2d 282, 284 (Minn.App.1985) (quoting Minar v. Skoog, 235 Minn. 262, 265-66, 50 N.W.2d 300, 302 (1951)). If the acceptance varies, it constitutes a counteroffer, which the original optionee may accept or reject. Markmann v. H.A. Bruntjen Co., 249 Minn. 281, 286, 81 N.W.2d 858, 862 (1957). A counteroffer does not give rise to a completed contract until accepted. Id.

Ronald Abrahamson ciarais that he accepted the option according to its terms as a matter of law because (a) an antecedent debt may be used as consideration in a contract for the purchase of land, and (b) payment to one joint obligee is sufficient to discharge a contractual obligation, whether or not the other obligee benefits from the payment. But Ronald Abrahamson relies on cases 'in which the consideration given to one joint obligee benefited both obligees and was bargained for by both obligees. See Delaney v. Fritz, 221 Minn. 190, 191, 21 N.W.2d 479, 479-80 (1946) (holding undivided mortgage debt discharged upon payment to one of several payees); Moore v. Bevier, 60 Minn. 240, 242, 62 N.W. 281, 282-83 (1895) (holding payment to one of two joint obligees discharged the payor’s contractual obligation). In this case, unlike Delaney and Moore, Ronald and Gordon Abrahamson intentionally withheld knowledge of the purported payment from Beatrice Abra-hamson and intentionally circumvented her rights -with a procedure that benefited only Gordon Abrahamson and was not specifically bargained for by Gordon Abraham-son and Beatrice Abrahamson. Ronald Abrahamson has not provided, and we have not found, authority for the proposition that credit given to one joint offeror for an antecedent personal debt, without the other offeror’s knowledge or consent, adequately satisfies the terms of an option for the purchase of land held in joint tenancy.

Although Minnesota appellate courts have not addressed the issue, other courts have held that an obligor’s performance as to one obligee does not discharge the obligation when it is intended as a fraud on the rights of other obligees and the obligor knows it. See Hurley v. Southern Cal. Edison Co., 183 F.2d 125, 131 (9th Cir.1950) (stating obligation not discharged when obligor had reason to know only obligee who received performance would benefit from performance and would not account to other joint obligees); Beatson v. Harris, 60 N.H. 83, 84 (1880) (holding release obtained through the “fraudulent connivance” of joint obligee and obligor is void); cf. Cober v. Connolly, 20 Cal.2d 741, 128 P.2d 519, 521 (1942) (upholding release obtained fraudulently by joint obli-gee when obligor performed in good faith and did not know of joint obligee’s breach of duty toward other obligee); see also 12 Samuel Williston & Richard A. Lord, A Treatise on the Law of Contracts § 36.T7 (4th ed.1999); 4 Arthur Linton Corbin, Corbin on Contracts, § 941 (1951 & Supp. 2000). Obligors know or have reason to know that their performance is fraudulent if they know that the obligee receiving the performance intends to keep the benefit of the performance and not to account to his or her co-obligee. Hurley, 183 F.2d at 129. These principles are consistent with Restatement (Second) of Contracts § 300 (1979) (“If an obligee attempts or threatens to discharge the promisor in violation of his duty to a co-obligee of the same performance, the co-obligee may obtain an injunction forbidding the discharge.”).

In this case, the parties do not dispute, for purposes of summary judgment, that Ronald Abrahamson attempted to exercise his purchase option by discharging Gordon Abrahamson’s personal debt, knowing that Beatrice Abrahamson did not know about the debt and that Gordon Abrahamson did not intend to share the benefit of Ronald Abrahamson’s performance with his wife. Thus, as a matter of law, Ronald Abraham-son did not effectively perform the conditions of the purchase option. Although Gordon Abrahamson accepted the discharge of his debt as performance, the acceptance was inoperative because it was knowingly fraudulent as to Beatrice Abra-hamson or in breach of Gordon Abraham-son’s fiduciary duty to her. See Gibbons v. Bente, 51 Minn. 499, 509, 53 N.W. 756, 758 (1892) (noting that authority of joint obli-gor to bind co-obligor is based on agency principles); Cober, 128 P.2d at 521 (stating “[a] discharge of the promisor by an obli-gee in fraud of a co-obligee is inoperative to discharge the promisor’s duty to the extent of the co-obligee’s interest in the performance, if the promisor * * * has reason to know of the fraud”) (quotation omitted).

DECISION

Because Ronald Abrahamson did not effectively exercise his purchase option as a matter of law by discharging Gordon Abrahamson’s personal debt without Beatrice Abrahamson’s knowledge or consent, summary judgment is appropriate in this case.

Affirmed.

      . We note parenthetically that our interpretation is consistent with foreign statutes that are drafted more specifically than Minn.Stat. § 519.02. See, e.g., Mo.Rev.Stat. § 451.250 (1998) ("All real estate and any personal property * * * belonging to any woman at her marriage, or which may have come to her during coverture, by gift, bequest, or inheritance, or by purchase with her separate money or means, shall * * * be and remain her separate property under her sole control.”).


author: DAVIES, Judge.

text:
    Calvin KOBLUK, Appellant, v. UNIVERSITY OF MINNESOTA, Respondent, John Fetrow, Defendant.
    No. C1-99-1932.
    Court of Appeals of Minnesota.
    July 3, 2000.
    Review Denied Sept. 13, 2000.

    Robert J. Hennessey, Reuben A. Mjaanes, Lindquist & Vennum, P.L.L.P., Minneapolis, MN (for appellant).
    Mark B. Rotenberg, General Counsel, Lorie S. Gildea, Associate General Counsel, University of Minnesota, Minneapolis, MN (for respondent).
    Rebecca H. Hamblin, Education Minnesota, St. Paul, MN (for amicus curiae Education Minnesota).
    Considered and decided by DAVIES, Presiding Judge, LANSING, Judge, and HALBROOKS, Judge.

       PAGE, J., took no part in the consideration or decision of the case.

   OPINION

DAVIES, Judge.

Appellant contends that the trial court erroneously interpreted the Minnesota Government Data Practices Act when it found that respondent employer was not required to give appellant employee a Ten-nessen warning before it interviewed him regarding incidents within the course and scope of his employment. Because the information he provided was not private or confidential data, we affirm.

FACTS

Appellant Dr. Calvin Kobluk was employed by respondent University of Minnesota (the university) as an assistant professor in the College of Veterinary Medicine. Appellant applied for tenure twice, once in 1992 and again in 1993, and was denied each time. While appellant’s second tenure application was pending, Dr. John Fetrow, chair of appellant’s university department, learned of allegations against appellant and commenced several investigations. In the course of these investigations, university representatives questioned appellant about the allegations without giving him a Tennessen warning. The university put the investigative reports into appellant’s tenure-review file. Appellant was denied tenure, in part because of the allegations.

In November 1996, appellant commenced an action against the university and Dr. Fetrow for breach of contract, tortious interference with contract, defamation, and violations of the Minnesota Government Data Practices Act. On remand, after an appeal by the university to this court, appellant pursued only his claim that the university violated the Minnesota Government Data Practices Act by failing to provide a Tennessen warning before he was questioned during the investigations. After a three-day trial on that claim, the university’s motion to dismiss was granted and the trial court directed judgment for the university. This appeal follows.

ISSUE

Did the trial court err in concluding that appellant was not entitled to a Ten-nessen warning before information was elicited from him during the university’s investigations of incidents within the course and scope of his employment?

ANALYSIS

This case turns on the interpretation of the Minnesota Government Data Practices Act. Statutory interpretation is a question of law subject to de novo review. Metropolitan Sports Facilities Comm’n v. County of Hennepin, 561 N.W.2d 513, 515 (Minn.1997).

The Minnesota Government Data Practices Act “regulates the collection, creation, storage, maintenance, dissemination, and access to government data in state agencies, statewide systems, and political subdivisions.” MinmStat. § 13.01, subd. 3 (1998). At the core of the act is the provision that all “government data” shall be public data unless otherwise classified by statute or other law. Minn.Stat. § 13.03, subd. 1 (1998). Data classified as private or confidential data on individuals may, however, not be released without proper authorization. Minn.Stat. § 13.05, subd. 4 (1998). Proper authorization requires, as a predicate, a Tennessen warning.

An individual asked to supply private or confidential data concerning the individual shall be informed of: (a) the purpose and intended use of the requested data within the collecting state agency, political subdivision, or statewide system; (b) whether the individual may refuse or is legally required to supply the requested data; (c) any known consequence arising from supplying or refusing to supply private or confidential data; and (d) the identity of other persons or entities authorized by state or federal law to receive the data.

Minn.Stat. 13.04, subd. 2 (1998). p 03

Except for personnel” data, classified as “public” by statute, “personnel” data is private information. Minn.Stat. § 13.43, subds. 2, 4 (1998). “Personnel” data is “data on individuals collected because the individual is or was an employee of ⅜ * ⅜ a state agency.” Minn.Stat. § 13.43, subd. 1 (1998). The University of Minnesota is a state agency. Minn.Stat. § 13.02, subd. 17 (1998).

Information that is specifically labeled as public “personnel” information under the act includes:

(4) the existence and status of any complaints or charges against the employee, regardless of whether the complaint or charge resulted in a disciplinary action;
(5) the final disposition of any disciplinary action together with the specific reasons for the action and data documenting the basis of the action, excluding data that would identify confidential sources who are employees of the public body.

Minn.Stat. § 13.43, subd. 2 (1998).

In Edina Educ. Ass’n v. Board of Indep. Sch. Dist. No. 273, 562 N.W.2d 306, 312 (Minn.App.1997), review denied (Minn. June 11, 1997), this court addressed the issue of whether investigatory data becomes public as “personnel” data used to document a disciplinary action and whether a school district can rely on the information it gathered in its investigation of an employee accused of misconduct when it did not give the accused employee a Ten-nessen warning. This court held:

A public employee’s description of an incident that occurred during the course and scope of her employment is not private data concerning the employee as an individual under the Data Practices Act, and a public employer attempting to determine the facts of an incident is not required to give a “Tennessen” warning before requesting the employee’s description of the incident.

Id. at 307.

In Washington v. Independent Sch. Dist. No. 625, 590 N.W.2d 655 (Minn.App.1999), this court again found that information obtained from an employee within the course and scope of his employment was not private or confidential data requiring a Tennessen warning. As part of its investigation of a student complaint alleging improper conduct by a teacher, the school district interviewed the teacher. At the conclusion of the investigation, the teacher sued, alleging that the school district had been required to give him a Tennessen warning. This court disagreed, finding that

the school district interviewed [the employee] about an incident that took place within the school. Because [the employee] was not asked to supply private or confidential information, we conclude [the employee] was not entitled to a Tennessen warning.

Id. at 660. Under Edina and Washington, appellant was not entitled to a Tennessen warning. See also Minneapolis Fed’n of Teachers v. Minneapolis Pub. Sch., 512 N.W.2d 107, 111 (Minn.App.1994) (despite employees’ privacy interest, personnel records used to document a disciplinary action are public under section 13.43), review denied (Minn. Mar. 31,1994).

Appellant asserts a second basis for his claim. He contends the university is also required to give him a Tennessen warning by an internal-audit provision added to the statute in 1998. The internal-audit provision states:

Data, notes, and preliminary drafts of reports created, collected, and maintained by the internal audit offices of state agencies and political subdivisions, or persons performing audits for state agencies and political subdivisions, and relating to an audit or investigation are confidential data on individuals or protected nonpublic data until the final report has been published or the audit or investigation is no longer being pursued actively * * *.

Minn.Stat. § 13.392, subd. 1 (1998). The internal-audit provision deals with the auditor’s “[d]ata, notes, and preliminary drafts of reports” created after the statements of the data subject are received. Because this provision does not apply to information from the data subject until after it is received, it does not conflict with the classification of public employee disciplinary information as “public data.” Minn.Stat. § 13.43, subd. 2.

DECISION

The Minnesota Government Data Practices Act does not require an employer to give an employee a Tennessen warning before obtaining information from the employee about incidents that occur within the course and scope of employment.

Affirmed.

      . See Kobluk v. Regents of the Univ. of Minn., No. C8-97-2264, 1998 WL 297525 (Minn.App. June 9, 1998), review denied (Minn. Aug. 18, 1998).