Bell v. Superior Court

Introduction

In this writ proceeding, we resolve the question of whether Corporations Code section 312, subdivision (b), forecloses petitioner, a former vice-president with real party in interest, from stating a cause of action for wrongful discharge premised upon an implied agreement of nontermination except for good cause. Interpreting the terms of the statute in accordance with well-established principles of contract law, we find she is not so precluded and issue a writ of mandate as prayed.

Factual and Procedural Background

Petitioner Kay Bell seeks extraordinary relief after respondent superior court sustained the demurrer of real party in interest, 20th Century Insurance Company, to her cause of action for breach of an implied contract of employment. We, therefore, advert to the pertinent facts as set forth in her complaint, expressing no opinion thereon except as to their legal sufficiency. (See Dale v. City of Mountain View (1976) 55 Cal.App.3d 101, 105 [ 127 Cal.Rptr. 520 ].)

Bell brought suit for wrongful discharge, asserting several causes of action including breach of implied contract. According to the allegations, she “was employed by [20th Century] for…