In Green v. Harvard Vanguard Medical Associates, Inc., an employee who resigned signed a severance agreement that contained a general release of claims against his employer and an integration clause that specified the agreement provided the only benefits the employee would receive in connection with his resignation. The employee brought claims against his employer, arguing that he was excused from the release because his employer had broken an oral promise to find him other employment as part of his resignation. Despite the integration clause, the Massachusetts Appeals Court denied the employer’s motion for summary judgment and held that there was a factual dispute as to whether the employee was excused from the general release.
Darrell Green, a medical secretary, complained to Harvard Vanguard’s human resources department that his supervisor directed a demeaning racial epithet at him. Thereafter, Michelle Guarnieri, who worked in Harvard Vanguard’s human resources department, asked Green to resign, purportedly for performance reasons. Green signed a severance agreement providing four weeks of salary continuation. The agreement contained a general release of claims against Harvard Vanguard and an integration clause stating: “This . . . constitutes the entire agreement” and “provides the only benefits that Mr. Green shall receive in connection with his resignation.” According to Green, Guarnieri also orally promised that she would find Green other suitable employment at Harvard Vanguard.
After Green’s resignation, Harvard Vanguard offered him a position as a medical assistant in its cardiology department, which he accepted. Two weeks later, Green received a performance warning. He resigned the same day.
Green brought suit, alleging retaliation and a hostile work environment due to the racial epithet. Green further argued that he was excused from complying with his general release because Harvard Vanguard had breached its oral promise to find him suitable employment and, instead, had placed him in the cardiology position for which he was unqualified. The Massachusetts Superior Court granted summary judgment to Harvard Vanguard. The Appeals Court reversed, finding that even a single use of a racial epithet could create a hostile work environment. The Appeals Court also found that Green would be excused from complying with his general release if he could establish that as part of his initial resignation, Harvard Vanguard made the oral promise to find him suitable employment and breached that promise by offering him a position that was not suitable. Thus, the Appeals Court found that despite the integration clause, an oral promise of separation benefits could be enforceable, and a breach of that promise could negate the general release.
This decision highlights the risk of drafting a weak integration clause in an employment agreement. Although uncertain, it is possible that a stronger clause that explicitly excluded oral promises would have precluded Green’s claims.