The opinion of the court was delivered by: ALESIA
JAMES H. ALESIA, UNITED STATES DISTRICT JUDGE:
Plaintiff, W. Iain MacDonald-Smith, has filed this two-count diversity action against defendants, FMC Corporation and FMC Overseas, Ltd. (collectively, "FMC"). In Count I of the complaint, plaintiff alleges that FMC breached an employment agreement. In Count II, plaintiff alleges that his discharge was wrongful or retaliatory. FMC has moved for judgment on both counts of the pleadings pursuant to Rule 12(c) of the Federal Rules of Civil Procedure. For the reasons set forth below, FMC's motion for judgment on Count I of the complaint is granted in part and denied in part, and FMC's motion for judgment on Count II of the complaint is granted.
This dispute arises over the termination of plaintiff's employment and certain circumstances preceding his termination. In January 1979, FMC hired plaintiff to work for its Agricultural Chemical Group as a zone manager for East, Central, and Southern Africa. Initially, plaintiff was based in Nairobi, Kenya.
In March, 1984, the parties agreed that plaintiff would be reassigned to Johannesburg, in the Republic of South Africa, effective May 1, 1984. The parties executed a six-page Letter of Understanding dated March 26, 1984 ("the 1984 letter agreement"), which sets forth various terms and conditions of plaintiff's assignment in Johannesburg. It provides for termination by either party. It also contains the following language: "The terms and conditions of your expatriate assignment will be reviewed and revised should your assignment to Johannesburg exceed five years."
During October and November 1984, plaintiff and FMC entered into an addendum to the 1984 letter agreement. The addendum provides that: "You are assigned to and receive a portion of your compensation from an FMC subsidiary. Your U.S. payroll disbursing agent has been changed to FMC Overseas, Ltd." FMC Overseas, Ltd. is a wholly owned subsidiary of FMC Corporation.
In January 1985, FMC notified plaintiff by letter of its decision to reduce the expatriate premiums of all expatriate FMC employees over a period of several years. Plaintiff objected to the reduction based on the terms of the 1984 letter agreement. FMC responded to plaintiff's objection in writing. In an inter-office memorandum dated April 12, 1985, FMC assured plaintiff that it had reviewed the terms of his 1984 letter agreement and that it agreed to continue his expatriate premiums at the levels set forth in that letter agreement until May 1, 1989.
Nevertheless, on October 1, 1986, FMC hand-delivered to plaintiff for his signature a "Revised Letter of Understanding as of January 1, 1987, for Assignment at Johannesburg, South Africa." This "revised letter," among other things, proposed to reduce plaintiff's compensation. Upon receipt of this letter, plaintiff expressed his objections to his Area Director, Guy Gelat. According to plaintiff, during a telephone conversation with Gelat on October 31, 1986, Gelat advised plaintiff that he should disregard the letter of October 1, 1986 because FMC would continue to honor the terms set forth in the 1984 letter agreement until May 1, 1989. Several days later, on November 4, 1986, plaintiff sent to Gelat an interoffice memorandum purporting to confirm the contents of their conversation on October 31, 1986.
After failing to receive a response to his memorandum of November 4, 1986, plaintiff again telephoned Gelat on November 21, 1986. According to plaintiff, during this conversation, Gelat again assured plaintiff that FMC would honor the terms set forth in the 1984 letter agreement until May 1, 1989. On the same day this second conversation occurred, plaintiff sent a telex which purported to confirm the contents of this conversation and requested confirmation from FMC in writing.
During February 1987, plaintiff's bank informed him that the amount of monthly compensation routinely deposited by FMC into plaintiff's account had been changed by FMC. After being so advised, on February 5, 1987, plaintiff wrote to FMC, protesting this change and requesting an explanation. Although plaintiff requested a response from FMC, he did not receive one as of the date of his termination.
While plaintiff, Gelat, and another FMC employee toured plaintiff's zone in Zimbabwe during February 1987, Gelat informed plaintiff that he was being terminated by FMC. On February 24, 1987, FMC confirmed plaintiff's termination in a written memorandum to him stating that it was eliminating his position in South Africa.
Based on these allegations, plaintiff filed this two-count complaint against FMC, alleging breach of his employment agreement and wrongful or retaliatory discharge. FMC has moved ...