Is my employment agreement enforceable or am I employed at-will?

I am a medical provider in Oregon. In 2016, I signed an employment agreement that stated my employment could be terminated without cause by any party with 90-day notice. I signed, but have confirmation from HR (in late 2022) that the CEO never countersigned. If it matters, in 2018 I was promoted and had my title and compensation changed but do not recall signing a new contract and HR didn't have anything on file.

In 2022, I was forced to sign a new employee manual that states:
'I have entered into my employment relationship with *** voluntarily and acknowledge that there is no guaranteed length of employment. Accordingly, either I or *** can terminate the relationship at will, with or without cause, at any time, so long as there is not violation of applicable federal or state law.

I understand and agree that, other than the Chief Executive Officer (CEO) of *** or
designated representative of ***, no manager, supervisor, or representative of *** has any
authority to enter into any agreement for employment other than at-will; only the CEO of
*** has the authority to make any such agreement and then only in writing signed by the

This manual and the policies and procedures contained herein supersede any and all prior practices, oral or written representations, or statements regarding the terms and conditions of your employment with ***. By distributing this handbook, *** expressly revokes any and all previous policies and procedures which are inconsistent with those contained herein.

I understand and agree that nothing in the Employee Handbook creates, or is intended to create, a promise or representation of continued employment and that employment at *** is employment at-will, which may be terminated at the will of either *** or myself. Furthermore, I acknowledge that this handbook is neither a contract of employment nor a legal document.'

I want to leave the company and finding work in my field that can wait 90 days is difficult. Did the handbook nullify my employment agreement, was it even enforceable with HR confirming that it was never fully countersigned and does a title/position change nullify the previous agreement?


1 answer  |  asked Dec 9, 2022 5:47 PM [EST]  |  applies to Oregon

Answers (1)

Neil Klingshirn
This is a great question. I am not an Oregon employment lawyer, so I cannot answer your question specific to Oregon law. I will answer it though, as though Ohio law applied to it. To the extent Oregon and Ohio law differ, this answer will not apply.

Unless terminated pursuant to its terms, the 2016 agreement would still be in place. It requires either party to give 90 days notice to terminate without cause. If neither party has given notice to terminate, it is still in effect. That includes the employee obligation to give 90 day notice.

A handbook will not terminate the employment agreement or change the 90 day notice to at-will. The handbook contains policies and procedures. You signed a contract. Policies and procedures are not binding. A contract generally is.

Coming back to your contract, you can agree with your employer to end it early. The key there is getting your employer to agree. If that is not possible and you need to switch jobs, then you are still free to do so, but you may be responsible for the damages that early termination causes the employer.

Further, just because you don't give notice doesn't mean your employer will sue you. Theoretically, the non-breaching party only files suit for a breach of contract if the damage done by the breach exceeds the cost of the suit.

The damage caused by breaching a notice obligation is mostly the cost replacing you during the notice period, or the revenue lost from your billings that can't be done by someone else. If your employer can replace you in less than 90 days, then it won't suffer full harm.

So, keep looking, and lean towards the opportunity with longest transition period. If you can give, say 45 days, then it may not be worth it to the employer to take you to court over the other 45.

That said, again, I am basing this on Ohio law and I specifically disclaim any legal advice. Before you give less than 90 days notice, consult an Oregon employment lawyer.

posted by Neil Klingshirn  |  Dec 10, 2022 12:11 PM [EST]

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