Woolley v. Hoffmann-La Roche, Inc.
491 A.2d 1257 (N.J.1985)

Woolley was hired by Hoffmann in 1969, and there wasn’t a written employment contract. When he was fired in 1978 he sued for breach of contract.

  • Pugh argued that Hoffman’s employment manual created a contract under which he could not be fired at will, but rather only for cause, and then only after the procedures outlined in the manual were followed.


  • The trial court granted Hoffman’s motion for summary judgment.
    • The employment manual was not contractually binding on defendant, thus allowing defendant to terminate plaintiff’s employment at will.
  • The Appellate Division affirmed.

Whether certain terms in a company’s employment manual may contractually bind the company.



  • “We conclude that a jury, properly instructed, could find, in strict contract terms, that the manual constituted an offer; put differently, it could find that this portion of the manual (concerning job security) set forth terms and conditions of employment.”
    • It was carefully prepared by the company and distributed to employees, and reasonable employees take note of the importance of company policy.
  • “All that this opinion requires of an employer is that it be fair. It would be unfair to allow an employer to distribute a policy manual that makes the workforce believe that certain promises have been made and then to allow the employer to renege on those promises.”
  • The court stated that all the company had to do to avoid liability was include a clear and prominent disclaimer, which it failed to do.

Rule: Absent a clear and prominent disclaimer, an implied promise contained in an employment manual that an employee will be fired only for cause may be enforceable against an employer.