Aalgaard

The central question in this appeal is whether an action against a national banking association with less than 20 employees, and its officers, for age discrimination under the California statute (Gov. Code, § 12941) and for violation of employment covenants under California law is preempted by section 24, Fifth, of the National Bank Act. ( 12 U.S.C. § 24 , Fifth [Section 24 (Fifth)].) We hold that it is.

Under the act, “[a national banking] association . . . shall have power . . . [¶] To elect or appoint directors, and by its board of directors to appoint a president, vice president, cashier, and other officers, define their duties, . . . dismiss such officers or any of them at pleasure, and appoint others to fill their places.” (§ 24 (Fifth).) Under the California statute, however, an employer may not “discharge [or] dismiss . . . any individual over the age of 40 on the ground of age, except in cases where the law compels or provides for such action.” (Gov. Code, § 12941, subd. (a).) In addition, under California decisional law, an employer’s breach of the implied covenant of good faith and fair dealing gives rise to a cause of action for breach of contract. (Newman v.…