Salsgiver

MEMORANDUM ***

Mark Salsgiver (“Salsgiver”) appeals the dismissal under Fed.R.Civ.P. 12(b)(6) of his California state law claims against America Online, Inc. (“AOL”). Salsgiver argues that despite his express letter agreement with AOL that his employment was “at-will,” he alleged facts sufficient to state claims for breach of contract (express or implied), breach of the implied covenant of good faith and fair dealing, fraud, promissory estoppel and breach of fiduciary duty, all stemming from AOL’s termination of his employment before certain of his employee incentive stock options vested. This court has jurisdiction under 28 U.S.C. §§ 1332 and 1291, and we affirm.

I.

Salsgiver first argues that the district court erred in dismissing his contract claims. He argues that the “at-will” provision in his letter employment agreement with AOL was not fully integrated, and that therefore the district court should have considered whether he alleged a contemporaneous agreement that he would be terminated only for cause.

California’s parol evidence rule bars the admission of evidence of a prior or contemporaneous oral agreement to contradict or supplant the terms of a writing that is…