Whistleblower Cases

PACE v EDEL-HARRELSON Docket No. 319223. Submitted January 9, 2015, at Lansing. Decided February 24, 2015, at 9:00 a.m. Leave to appeal sought. Barbara Pace brought an action in the Eaton Circuit Court against Jessica Edel-Harrelson, Christy Long, and SIREN/Eaton Shelter, Inc. (SIREN), claiming that she was discharged in violation of public policy and the Whistleblowers’ Protection Act (WPA), MCL 15.361 et seq. Plaintiff had worked for SIREN. Plaintiff alleged that while she was employed there, Long, who was a coworker, told her that she intended to use grant funds that SIREN had received for other purposes to purchase a stove for Long’s daughter. Plaintiff claimed that she reported this conversation to her superiors at SIREN, including Edel-Harrelson, SIREN’s executive director. Edel-Harrelson later fired plaintiff, claiming the termination was based on unrelated misconduct by plaintiff. Plaintiff filed suit alleging that she was terminated because she reported Long’s alleged intent to misuse the grant funds. Defendants moved for summary disposition under MCR 2.116(0(10). The court, Conrad J. Sindt, J., granted defendants’ motion. Plaintiff appealed. The Court of Appeals held: 1. Under MCL 15.362, an employer shall not discharge, threaten, or otherwise discriminate against an employee because the employee reports or is about to report a violation or a suspected violation of a law to a public body. To establish a prima facie case under the statute, a plaintiff must show that (1) the plaintiff was engaged in protected activity as defined by the act, (2) the plaintiff was discharged or discriminated against, and (3) a causal connection exists between the protected activity and the discharge or adverse employment action. With regard to whether plaintiff engaged in protected conduct, plaintiff allegedly reported a suspected violation of Michigan’s embezzlement statute, MCL 750.174. Plaintiff’s deposition testimony was sufficient to permit a jury to conclude that plaintiff reasonably suspected a violation of law, whether the violation was completed or actively planned. Defendants also contended that plaintiff could not establish a causal connection between her alleged protected activity and her discharge. Establishing causation in a WPA claim requires application of the burden-shifting analysis articulated in McDonnell Douglas Corp v Green, 411 US 792 (1973). In this case, the basis for plaintiff’s termination was a disputed factual issue. The weight to be given to the conflicting evidence presented a question for the finder of fact. Accordingly, the trial court erred by granting summary disposition in favor of defendants on plaintiffs WPA claim. 2. The WPA provides the exclusive remedy for retaliatory-discharge claims and consequently preempts common-law public-policy claims arising from the same activity. However, if the WPA does not apply, it provides no remedy and there is no preemption. Because plaintiff established her prima facie case under the WPA, the trial court correctly granted summary disposition in favor of defendants on plaintiffs discharge against public policy claim, albeit for the wrong reason. Trial court’s grant of summary disposition in favor of defendants on plaintiffs WPA claim reversed; trial court’s grant of summary disposition in favor of defendants on plaintiffs claim of discharge against public policy affirmed. Actions — Whistleblowers’ Protection Act — Protected Activity — Reporting Suspected Violations of Law. Under MCL 15.362 of the Whistleblowers’ Protection Act, an employer shall not discharge, threaten, or otherwise discriminate against an employee because the employee reports or is about to report a violation or a suspected violation of a law to a public body; to establish a prima facie case under the statute, a plaintiff must show that (1) the plaintiff was engaged in protected activity as defined by the act, (2) the plaintiff was discharged or discriminated against, and (3) a causal connection exists between the protected activity and the discharge or adverse employment action; protected activity includes reporting a suspected a violation of law, whether the violation has been completed or is actively planned. Law Offices of Lisa C. Ward, PLLC (by Lisa C. Ward and Nicole J. Schmidtke), for plaintiff. Nemier, Mathieu & Johnson, PLLC (by Mark R. Johnson and Michelle E. Mathieu), and Foley & Mansfield, PLLP (by Greg M. Meihn and Melinda A. Balian), for defendants. Before: SHAPIRO, P.J., and GLEICHER and RONAYNE Krause, JJ. SHAPIRO, P.J. In this employment termination case, plaintiff Barbara Pace appeals by right the trial court order granting summary disposition in favor of defendants under MCR 2.116(0(10) (no genuine issue of material fact) on plaintiffs two claims: (1) that her employment was terminated in violation of the Whistleblowers’ Protection Act (WPA), MCL 15.361 et seq., and, alternatively, (2) that her discharge was against public policy. For the reasons discussed in this opinion, we reverse the trial court’s grant of summary disposition on the WPA claim, but affirm the trial court’s grant of summary disposition on the claim of discharge against public policy. I. FACTS Defendants in this action are: SIREN/Eaton Shelter, Inc. (SIREN), an organization devoted to helping domestic violence victims and the homeless in Eaton County; Jessica Edel-Harrelson, SIREN’s executive director; and Christy Long, a SIREN caseworker, who was one of plaintiffs former coworkers. In January 2012, plaintiff was terminated from her position as a domestic violence transitional supportive housing coordinator and advocate with SIREN. In this position, plaintiff was responsible for using state grant funds to assist domestic violence victims in finding permanent housing as well as providing other services. Plaintiff was allowed to use grant funds to purchase housing items for SIREN clients. Plaintiff testified that when she purchased a housing item for a client using grant funds, she wrote the client’s name on the back of the receipt and submitted the receipt to Long. Plaintiff stated that Long was in charge of tracking the expenditures related to each grant. Plaintiff testified that, in August 2011, she became concerned about what she viewed as discrepancies in grant records; she believed that grant money was being used to make unauthorized purchases. Plaintiff claimed that she discussed her concerns with Edel-Harrelson. However, Edel-Harrelson testified that no such discussion ever took place. She did acknowledge that plaintiff asked her for “clarification” concerning alleged grant discrepancies. Plaintiff testified that, on December 9, 2011, Long came to her and stated that she knew there was money remaining in a certain grant fund. Plaintiff stated that Long told her that Long’s daughter needed a new stove but could not afford one. Plaintiff claimed that Long then told her she was going to use grant money to purchase the stove for her daughter; plaintiff felt that Long implied that plaintiff should document the transaction in an attempt to cover up the unauthorized purchase. At her deposition, Long denied ever using grant funds for this purpose, or indeed ever discussing such a purchase with plaintiff. Plaintiff testified that, following this conversation with Long, she immediately contacted Nancy Oliver, Edel-Harrelson’s predecessor as the director of SIREN, to discuss the situation. Oliver suggested that plaintiff contact her supervisors, Carol Chandler and Martha Miller. According to plaintiff, she called Chandler and spoke with her for approximately 45 minutes, after which Chandler stated that she would report the matter to Miller and take care of the situation. Plaintiff stated that this procedure observed SIREN’s chain of command for reporting such issues. Plaintiff testified that she was unsatisfied with the lack of action and so, in late December 2011 or early January 2012, she reported her suspicions directly to Edel-Harrelson. She stated that, at that time, she believed that Long had already purchased the stove with grant funds. Plaintiff claimed that Edel-Harrelson told her that she would look into the matter and discuss it with Chandler and Miller. However, in her deposition, Edel-Harrelson claimed to have no recollection of this discussion with plaintiff. Edel-Harrelson also testified that she had not been approached by Chandler or Miller regarding plaintiffs claim; indeed, she stated that she had no knowledge of the alleged conversation between plaintiff and Long. Edel-Harrelson did eventually investigate plaintiffs claim against Long and found no wrongdoing; however, that investigation occurred only after plaintiff filed her complaint in the instant action in April 2012. On January 18, 2012, plaintiffs employment with SIREN was terminated after ten years of what she characterizes as “loyal service and a spotless employment record . . . .” In this action, plaintiff alleges that her employment was illegally terminated for reporting Long’s violation or planned violation of law to Edel-Harrelson. Plaintiff also claimed that her reporting resulted in harassment, which she identified as “snide comments” and “eye piercing dirty looks” from a former SIREN employee who had returned to volunteer, and Long being rude to her when she asked about vision insurance. SIREN’s stated reason for terminating plaintiffs employment was plaintiffs own allegedly harassing and intimidating behavior toward a fellow employee. A letter addressed to plaintiff from Edel-Harrelson, dated January 22, 2012, states in relevant part: I regret to inform you that you are released from employment with SIREN/Eaton Shelter effective January 21, 2012. The reason for your termination is as follows: On Thursday, January 12, 2012, you engaged in behavior that resulted in fear and intimidation in co-workers, and which was witnessed by three employees. This behavior is in direct violation of SIREN/Eaton Shelter’s policy Section 13.2, 13.2 Sub-section 6, and Section 13.3. As outlined in the agency policies, Section 13.2 states that conduct which may jeopardize personal safety, security or the welfare of the agency or its employees is prohibited. Any type of workplace violence or intimidation committed by employees will not be tolerated. Subsection 6 states that employees shall refrain from aggressive or hostile behavior that frightens, distresses, or creates reasonable fear of injury to another person. Section 13.3 states that all employees are entitled to a work environment free from behavior that is disruptive or that interferes with employee ability to perform their duties. Defendants presented evidence to support this reason for plaintiffs termination. On or about January 10, 2012, plaintiff, in the presence of witnesses, made an inappropriate comment to a coworker. Plaintiff admitted making the comment as a joke. When Carol Hatch, a coworker who witnessed the comment, told plaintiff that the remark had been inappropriate, plaintiff asked if Hatch wished to go “toe to toe” with her. The incident was reported to Miller, plaintiffs supervisor, who discussed the incident the next day with Edel-Harrelson. Edel-Harrelson testified that she originally advised Miller to proceed with a formal write-up, but upon further consideration, directed Miller to issue plaintiff a verbal warning. According to Edel-Harrelson, Miller met with plaintiff on January 12, 2012, to deliver the verbal warning. Edel-Harrelson testified that plaintiff became angry and walked out of the meeting. After leaving the meeting, plaintiff apparently approached Hatch in the case managers’ office. Hatch averred that in the presence of two other case managers, Cheryl Tisdale and Elaine Shegitz, plaintiff “came into my office space . . . toward me with clenched fists, aggressively.” Hatch stated that plaintiff “said to me T hope you’re happy, I just quit because of you.’ She kicked the boxes inside the doors, twice, very hard, and I thought she was going to come toward me. I responded to her comment, ‘No, I’m afraid.’ ” Hatch then took the rest of the day off, as well as the following day, “because I was feeling very shaken, threatened and vulnerable to attack by [plaintiff]’s rage toward me.” Shegitz averred that plaintiff “stomped into the office, angry, with her hands clenched” and “glared” at Hatch, saying “something to [Hatch] along the lines of ‘Thanks a lot....’ ” However, Shegitz did not state that plaintiff kicked boxes or physically advanced on Hatch. Plaintiff categorically denied that she engaged in any physically intimidating behavior; indeed, she denied that she ever went into Hatch’s work area after the meeting. After the meeting about the verbal warning, plaintiff acknowledged that she was “upset” and walked back to her office and “slammed [her] door.” She denied that she threw or kicked anything. After consulting with SIREN’s personnel committee, Edel-Harrelson decided to terminate plaintiffs employment for the reasons cited in the January 22, 2012 letter. Plaintiff was informed of her firing in a meeting with Edel-Harrelson and Miller on January 18, 2012, and her employment was formally terminated on January 21, 2012. On April 12, 2012, plaintiff brought the instant action, alleging two counts: that her termination was in violation of the WPA and constituted a retaliatory discharge in violation of public policy. On August 21, 2013, defendants moved for summary disposition, arguing that plaintiff could not establish a prima facie case under the WPA because (1) no conduct had occurred that could be considered a violation or suspected violation of law and, therefore, plaintiff had not engaged in protected activity, and (2) plaintiff could not establish a causal connection between her alleged report of a suspected violation of law and her termination. Defendants further argued that there was no applicable public policy basis to support plaintiffs claim of discharge against public policy. On November 6, 2013, the trial court granted summary disposition in favor of defendants, ruling that plaintiff failed to establish that a violation or suspected violation of law occurred and that there was no public policy basis on which to assert her claim of discharge against public policy. II. WHISTLEBLOWERS’ PROTECTION ACT Plaintiff argues that the trial court erred by granting defendants’ motion for summary disposition on her WPA claim. We agree. “The WPA provides a remedy for an employee who suffers retaliation for reporting or planning to report a suspected violation of a law, regulation, or rule to a public body.” Anzaldua v Neogen Corp, 292 Mich App 626, 630; 808 NW2d 804 (2011). “The underlying purpose of the WPA is protection of the public. The statute meets this objective by protecting the whistleblowing employee and by removing barriers that may interdict employee efforts to report violations or suspected violations of the law.” Id. at 631 (quotation marks and citations omitted). Additionally, “[t]he WPA is a remedial statute and must be liberally construed to favor the persons that the Legislature intended to benefit.” Id. MCL 15.362 provides: An employer shall not discharge, threaten, or otherwise discriminate against an employee regarding the employee’s compensation, terms, conditions, location, or privileges of employment because the employee, or a person acting on behalf of the employee, reports or is about to report, verbally or in writing, a violation or a suspected violation of a law or regulation or rule promulgated pursuant to law of this state, a political subdivision of this state, or the United States to a public body, unless the employee knows that the report is false, or because an employee is requested by a public body to participate in an investigation, hearing, or inquiry held by that public body, or a court action. [Emphasis added.] “ ‘To establish a prima facie case under [MCL 15.362], a plaintiff must show that (1) the plaintiff was engaged in protected activity as defined by the act, (2) the plaintiff was discharged or discriminated against, and (3) a causal connection exists between the protected activity and the discharge or adverse employment action.’ ” Shaw v Ecorse, 283 Mich App 1, 8; 770 NW2d 31 (2009), quoting West v Gen Motors Corp, 469 Mich 177, 183-184; 665 NW2d 468 (2003). In this case, it is undisputed that plaintiff was discharged from her employment, thus satisfying the second element. A. PROTECTED ACTIVITY In their motion for summary disposition, defendants argued, and the trial court later agreed, that plaintiff had not engaged in protected activity because, at most, she reported a “possible future violation” of the law, not a “violation or a suspected violation” of law and that, even taking plaintiffs deposition testimony as true, Long merely announced her intention to commit a violation of law in the future, which was insufficient to constitute either the crime of embezzlement or attempted embezzlement. Contrary to the parties’ contention, this case does not present an issue of first impression. In Debano-Griffin v Lake Co, 486 Mich 938 (2010), the Supreme Court reversed this Court’s opinion holding that the plaintiff had not engaged in protected activity under the WPA. See Debano-Griffin v Lake Co, unpublished opinion per curiam of the Court of Appeals, issued October 15, 2009 (Docket No. 282921). In that case, the plaintiffs employment was terminated after she reported what she believed were unlawful transfers of county funds from an ambulance fund into a 911 fund. Id. at 1-2. This Court concluded that the plaintiff had not engaged in “protected activity,” writing: Because plaintiff had only a subjective belief that defendants’ activities or suspected activities violated unspecified “governing .rules” (which may indeed have just been the suggestions of 911 directors she had been in contact with on how to make sure ambulance service was efficiently provided), and because she could not identify what law, rule, or regulation had been violated by the movement of funds from the ambulance account to another county account, she failed to establish the prima facie elements of a claim under the WPA. [Id. at 4.] In lieu of granting the plaintiffs application for leave to appeal, the Supreme Court reversed, writing: The Court of Appeals erred in holding that the plaintiff was not engaged in protected activity under the Whistle-blowers Protection Act (WPA), MCL 15.361 et seq. Reporting a “suspected violation of a law” is protected activity. MCL 15.362. MCL 211.24f(2)(d) requires the ballot to include “[a] clear statement of the purpose for the millage.” In City of South Haven v Van Buren Co Bd of Comm’rs, 478 Mich 518, 533 n 23, 534 [734 NW2d 533] (2007), this Court, relying on this statutory language, held that “funds derived from levies must be used for the purpose stated in the ballot,” and that using such funds for another purpose would “violate the law.” See also, MCL 750.489; MCL 750.490; MCL 141.439. Accordingly, when the plaintiff reported her concerns that the ambulance funds were being used for purposes other than those stated in the ballot, the plaintiff was reporting a “suspected violation of a law,” and, thus, was engaged in protected activity. Because the plaintiff reported a suspected violation of an actual law, it is unnecessary to address whether the reporting of a suspected violation of a suspected law constitutes protected activity. [Debano-Griffin, 486 Mich at 938.] As in Debano-Griffin, this case does not involve a suspected violation of a suspected law. It concerns a suspected violation of an actual law. Defendants do not argue that if Long purchased a stove for her daughter with grant funds (or took sufficient steps to constitute an attempt of such a purchase), she would not have committed the crime of embezzlement (or attempted embezzlement). See MCL 750.174. This case then turns on whether plaintiff r

LANDIN v HEALTHSOURCE SAGINAW, INC Docket No. 309258. Submitted February 4, 2014, at Detroit. Decided June 3, 2014, at 9:05 a.m. Leave to appeal sought. Roberto Landin, a licensed practical nurse, brought an action in the Saginaw Circuit Court against his former employer, Healthsource Saginaw, Inc., alleging wrongful discharge from employment in violation of public policy. Plaintiff claimed that his employment was terminated because he reported negligence by a coworker to a supervisor. He alleged that the coworker’s negligence had directly led to the death of a patient. The court, Janet M. Boes, J., denied defendant’s motions for summary disposition, holding that Michigan law recognizes a cause of action for wrongful termination in violation of the public policy exhibited by MCL 333.20176a(l)(a). The matter proceeded to trial and the jury reached a verdict in favor of plaintiff. Defendant appealed the denial of its motions for summary disposition, a directed verdict, judgment notwithstanding the verdict, a new trial, or remittitur. Defendant also alleged error with regard to the court’s rulings on several discovery and evidentiary issues. The Court of Appeals held: 1. Michigan law generally presumes that employment relationships are terminable at the will of either party. There is an exception to the at-will employment doctrine based on the principle that some grounds for discharging an employee are so contrary to public policy as to be actionable. The three public policy exceptions that have been recognized entail an employee’s exercising a right guaranteed by law, executing a duty required by law, or refraining from violating the law. The three exceptions concern (1) explicit legislative statements prohibiting the discharge, discipline, or other adverse treatment of employees who act in accordance with a statutory right or duty, (2) where the alleged reason for the discharge was the failure or refusal of the employee to violate a law in the course of employment, and (3) where the reason for the discharge was the employee’s exercise of a right conferred by a well-established legislative enactment. 2. Courts may only derive public policy from objective sources. 3. The trial court did not err by denying defendant’s motions for summary disposition because the statutory basis for plaintiffs public policy claim, MCL 333.20176a, could support a public-policy-based wrongful discharge claim. 4. The trial court did not err by denying defendant’s motion for summary disposition that alleged that plaintiffs claim fell within the provisions of the Michigan Whistleblowers’ Protection Act, MCL 15.362, and was subject to the exclusive remedies provided by that act. Because plaintiff did not allege a violation of the Public Health Code, the provision of the Public Health Code providing protection under the Whistleblowers’ Protection Act for certain persons who report a violation of Article 17 of the Public Health Code or a rule promulgated under Article 17 was not applicable. 5. The trial court properly determined that a question of fact existed for the jury regarding whether there was a causal connection between plaintiffs protected activity and the termination of his employment. A question of fact existed regarding the reasons for the termination. 6. The trial court did not abuse its discretion by denying defendant’s motion to compel plaintiff to return certain confidential medical records of nonparties. Given the circumstances, the court’s grant of a protective order and the redaction of patient names was appropriate. 7. The fact that front pay damages may be speculative should not exonerate a wrongdoer from liability. The trial court did not err by denying defendant’s claim that front pay damages should be disallowed as being unduly speculative. 8. The trial court appropriately submitted the issue of mitigation of damages to the jury The issue was one of fact for the jury to decide. 9. Because a question of fact existed on the issue, the trial court did not err by submitting to the jury the issue whether, regardless of what had transpired before plaintiffs discharge, defendant would have fired plaintiff in any event when it learned that he had removed and copied confidential patient records. 10. The trial court properly held that evidence concerning plaintiffs coworker’s actions, testimony from witnesses regarding the deceased patient’s medical records, and the argument by plaintiffs counsel regarding whether plaintiffs coworker should have been dismissed was relevant and admissible. Evidence of the coworker’s performance history was also relevant. 11. The trial court did not abuse its discretion by excluding certain evidence offered by defendant that allegedly absolved the coworker. The trial court properly determined that the evidence was irrelevant. 12. The trial court did not err by admitting testimony that plaintiffs supervisor allegedly falsified documents. 13. Defendant, by expressing satisfaction with the jury instructions given by the trial court, waived any error resulting from the trial court’s denial of defendant’s request for an instruction concerning the measure of damages as it related to health insurance. 14. The trial court did not abuse its discretion by denying defendant’s motions for judgment notwithstanding the verdict and a new trial. Defendant failed to establish that remittitur was warranted with respect to the award for emotional damages. The trial court did not abuse its discretion by denying defendant’s motion for remittitur. 15. The jury’s verdict regarding plaintiffs economic loss was not excessive and was supported by the evidence. 16. The jury’s verdict was not based on unfair and prejudicial evidence. Affirmed. Hurlburt, Tsiros & Allweil, PC (by Mandel I. All-weil), for plaintiff. Miller, Canfield, Paddock and Stone, PLC (by Richard W. Warren and M. Misbah Shahid), for defendant. Before: JANSEN, EJ., and K. E KELLY and SERVITTO, JJ. SERVITTO, J. Defendant appeals as of right the trial court’s denial of its motions for summary disposition. Defendant also appeals the trial court’s rulings on several discovery and evidentiary issues and its denial of defendant’s motions for a directed verdict, judgment notwithstanding the verdict, a new trial, or remittitur. We affirm. Plaintiff is a licensed practical nurse. He began working for defendant, a nonprofit community hospital, in March 2001 as an at-will employee and his employment was terminated in April 2006. Plaintiff asserts that he was terminated because he reported negligence by a coworker, which negligence he believed directly led to the death of a patient, to a supervisor. Plaintiff alleged that after he reported the believed negligence, he was retaliated against by defendant and the retaliation ultimately culminated in his termination. In his complaint against defendant, plaintiff alleged wrongful discharge in violation of public policy. Defendant initially moved for summary disposition pursuant to MCR 2.116(C)(8), arguing that plaintiffs public policy claim was preempted by § 2 of the Michigan Whistleblowers’ Protection Act, MCL 15.362. The trial court denied the motion. Defendant later moved for summary disposition pursuant to MCR 2.116(C)(10), asserting that plaintiff had identified no public policy on which his claim was grounded and that plaintiff could not and did not identify any law or policy under which his claim could survive. The trial court again denied defendant’s motion for summary disposition. The trial court did not initially identify any specific law or public policy that would support plaintiffs cause of action but, in an October 13, 2011, opinion and order, the trial court stated that it was holding, as matter of law, that “Michigan law recognizes a cause of action for wrongful termination in violation of the public policy exhibited by MCL 333.20176a(l)(a)....” Defendant thereafter filed a renewed emergency motion for summary disposition based primarily on its assertion that the statute cited by the trial court provided no basis for plaintiffs public policy claim. The trial court again denied the motion and the matter proceeded to trial, at the conclusion of which the jury reached a verdict in favor of plaintiff. Defendant first argues on appeal that the trial court committed error requiring reversal by failing to apply the proper analysis and law to defendant’s second and third motions for summary disposition and thereafter committed error requiring reversal by denying defendant’s motions. We disagree. This Court reviews de novo a trial court’s decision to grant or deny a motion for summary disposition. Rowland v Washtenaw Co Rd Comm, 477 Mich 197, 202; 731 NW2d 41 (2007). A motion under “MCR 2.116(C)(8) tests the legal sufficiency of the claim on the pleadings alone to determine whether the plaintiff has stated a claim on which relief may be granted.” Spiek v Dep’t of Transp, 456 Mich 331, 337; 572 NW2d 201 (1998). Summary disposition under subrule (C)(8) is appropriate “if no factual development could justify the plaintiffs claim for relief.” Id. A motion for summary disposition under MCR 2.116(0(10) tests the factual sufficiency of the complaint. Maiden v Rozwood, 461 Mich 109, 120; 597 NW2d 817 (1999). In evaluating a motion for summary disposition brought under (C)(10), a reviewing court considers affidavits, pleadings, depositions, admissions, and other evidence submitted by the parties in the light most favorable to the party opposing the motion. Quinto v Cross & Peters Co, 451 Mich 358, 362; 547 NW2d 314 (1996); MCR 2.116(G)(5). If the proffered evidence fails to establish a genuine issue regarding any material fact, the moving party is entitled to judgment as a matter of law. Quinto, 451 Mich at 362-363. Michigan law generally presumes that employment relationships are terminable at the will of either party. Lytle v Malady (On Rehearing), 458 Mich 153, 163; 579 NW2d 906 (1998). There is, however, an exception to the at-will employment doctrine “based on the principle that some grounds for discharging an employee are so contrary to public policy as to be actionable.” Suchodolski v Mich Consol Gas Co, 412 Mich 692, 695; 316 NW2d 710 (1982). In Suchodolski, the plaintiff began working for Michigan Consolidated Gas Company in September 1972 as a senior auditor and was discharged in January 1976. He sued his former employer in 1978, stating various theories of recovery in a six-count complaint. Relevant to the instant action, the plaintiff alleged that during his employment he discovered and reported poor internal management of the defendant corporation, that he was fired for attempting to report and correct questionable management procedures, and that his firing was retaliatory and against the public policy of Michigan. Id. at 693-694. The trial court granted summary disposition in favor of the defendant with regard to all six of the counts and the Court of Appeals affirmed with regard to five of the counts, including the count relevant to this action. Our Supreme Court, in affirming the Court of Appeals, opined that the only grounds that have been recognized as so violative of public policy that they serve as an exception to the general rule of at-will employment are: (1) explicit legislative statements prohibiting the discharge, discipline, or other adverse treatment of employees who act in accordance with a statutory right or duty (e.g., the Civil Rights Act, MCL 37.2701; the Whistleblowers’ Protection Act, MCL 15.362; the Persons With Disabilities Civil Rights Act, MCL 37.1602), (2) where the alleged reason for the discharge was the failure or refusal of the employee to violate a law in the course of employment (e.g., refusal to falsify pollution reports; refusal to give false testimony before a legislative committee; refusal to participate in a price-fixing scheme), and (3) where the reason for the discharge was the employee’s exercise of a right conferred by a well-established legislative enactment (e.g., retaliation for filing workers’ compensation claims). Suchodolski, 412 Mich at 695-696. The Supreme Court determined that the matter before it involved only a corporate management dispute and that the dispute lacked “the kind of violation of a clearly mandated public policy that would support an action for retaliatory discharge.” Id. at 696. “Our Supreme Court’s enumeration [in Suchodolski] of ‘public policies’ that might forbid termination of at-will employees was not phrased as if it was an exhaustive list.” Kimmelman v Heather Downs Mgt Ltd, 278 Mich App 569, 573; 753 NW2d 265 (2008). This does not mean, however, that trial courts have unfettered discretion or authority to determine what may constitute sound public policy exceptions to the at-will employment doctrine. As observed in Terrien v Zwit, 467 Mich 56, 66-67; 648 NW2d 602 (2002): In defining “public policy,” it is clear to us that this term must be more than a different nomenclature for describing the personal preferences of individual judges, for the proper exercise of the judicial power is to determine from objective legal sources what public policy is, and not to simply assert what such policy ought to be on the basis of the subjective views of individual judges. .. . In identifying the boundaries of public policy, we believe that the focus of the judiciary must ultimately be upon the policies that, in fact, have been adopted by the public through our various legal processes, and are reflected in our state and federal constitutions, our statutes, and the common law. See Twin City Pipe Line Co v Harding Glass Co, 283 US 353, 357; 51 S Ct 476; 75 L Ed 1112 (1931). The public policy of Michigan is not merely the equivalent of the personal preferences of a majority of this Court; rather, such a policy must ultimately be clearly rooted in the law. There is no other proper means of ascertaining what constitutes our public policy. Consistent with this observation, the Terrien Court noted that as a general rule, making social policy is a job for the Legislature, not the courts, id. at 67, and found instructive the United States Supreme Court’s mandate: “ ‘Public policy is to be ascertained by reference to the laws and legal precedents and not from general considerations of supposed public interests. As the term “public policy” is vague, there must be found definite indications in the law of the sovereign to justify the invalidation of a contract as contrary to that policy.’ ” Id. at 68, quoting Muschany v United States, 324 US 49, 66; 65 S Ct 442; 89 L Ed 744 (1945). Thus, courts may only derive public policy from objective sources. Kimmelman, 278 Mich App at 573. Notably, the three public policy exceptions recognized in Suchodolski entail an employee’s exercising a right guaranteed by law, executing a duty required by law, or refraining from violating the law. Id. These three recognized circumstances remain the only three recognized exceptions and the list of exceptions has not been expanded. While the Suchodolski Court’s enumeration of public policies that might forbid termination of at-will employees may not have been phrased as if it were an exhaustive list {id. at 573), our courts have yet to find a situation meriting extension beyond the three circumstances detailed in Suchodolski. Defendant asserts that the trial court erred by failing to apply Suchodolski. In denying defendant’s motion for summary disposition, the trial court detailed the rule in Michigan concerning at-will employment and also stated that plaintiffs claim against defendant was based on an exception to the rule, as stated in Suchodolski. The trial court further explicitly stated the three specific exceptions set forth in Suchodolski, indicating its familiarity with and intention to evaluate the claims under such exceptions. The trial court noted that plaintiff relied on MCL 333.17201, MCL 600.2922, and MCL 750.321 as the statutory bases for his claim. Noting an unfortunate dearth of published binding caselaw on the precise issue “whether a termination of a medical professional’s employment violates public policy where the claimant can prove that the firing was in response to an internal complaint relative to concerns about patient safety,” the trial court then indicated that it was going to have to make its own “judgment call” and relied on out-of-state cases to conclude: “The life and health of hospital patients depend upon the skill and competency of the professional medical staff— physicians, registered nurses, and licensed practical nurses, like plaintiff Landin and Nurse Johnson. To hold that Landin has no claim against the Defendant, is in essence, to hold that no good deed shall go unpunished. That cannot be the law. The Court therefore denies the motion to dismiss.” The trial court did not, in fact, articulate whether plaintiffs claim fell under any of the specified exceptions of Suchodolski, nor did it initially identify any objective source from which to hold that plaintiff had a public policy claim, such as a particular statute (including any of those it cited as relied on by plaintiff). Because courts may only derive public policy from objective sources, Kimmelman, 278 Mich App at 573, and controlling law has as yet only identified three groups of public policy exceptions that serve as the basis for wrongful termination claims, the trial court erred by initially failing to apply controlling Michigan law and instead simply looking to cases outside our jurisdiction and to their factual similarity to justify its ruling. However, in an opinion issued only one month later, the trial court stated that it was holding, as matter of law, that “Michigan law recognizes a cause of action for wrongful termination in violation of the public policy exhibited by MCL 333.20176a(l)(a).” At that time, then, the trial court set forth an objective basis for plaintiffs public policy claim. While it still did not indicate which of the exceptions cited in Suchodolski that plaintiffs claim fell within, plaintiff has not alleged that the reason for his discharge was his failure or refusal to violate a law in the course of employment— exception (2) under Suchodolski. Thus, we presume that the trial court found plaintiffs claim “for wrongful termination in violation of the public policy exhibited by MCL 333.20176a(l)(a)” fell within exception (1) or (3). MCL 333.20176a concerns health facilities and agencies and provides, in part: (1) A health facility or agency shall not discharge or discipline, threaten to discharge or discipline, or otherwise discriminate against an employee regarding the employee’s compensation, terms, conditions, location, or privileges of employment because the employee or an individual acting on behalf of the employee does either or both of the following: (a) In good faith reports or intends to report, verbally or in writing, the malpractice of a health professional or a violation of this article, article 7, article 8, or article 15 or a rule promulgated under this article, article 7, article 8, or article 15. In order to serve as a basis for plaintiffs complaint, plaintiff must establish that the above statute meets exception (1) in Suchodolski, in that it contains an explicit legislative statement prohibiting the discharge, discipline, or other adverse treatment of employees who act in accordance with a statutory right or duty, or exception (3), when the reason for the discharge was the employee’s exercise of a right conferred by well-established legislative enactment. Suchodolski, 412 Mich at 695-696. As to exception (1), MCL 333.20176a contains an explicit legislative statement prohibiting discharge or discipline of an employee for specified conduct. It could also be argued that the specified conduct was that of acting in accordance with a statutory right or duty. Exception (1) has been found to apply to the Whistle-blowers’ Protection Act (WPA), MCL 15.361 et seq. Su

HENRY v LABORERS’ LOCAL 1191 RAMSEY v LABORERS’ LOCAL 1191 Docket Nos. 145631 and 145632. Argued October 8, 2013 (Calendar No. 2). Decided May 5, 2014. Anthony Henry and Keith White brought an action in the Wayne Circuit Court against Laborers’ Local 1191 (a labor union that represents construction workers), Michael Aaron (the union’s business manager), and Bruce Ruedisueli (the union’s president), alleging that their indefinite layoff from employment at the union was unlawful retaliation under the Whistleblowers’ Protection Act (WPA), MCL 15.361 et seq. Henry and White had worked as business agents for the union until their terminations. They alleged that defendants asked several union members to repair the fagade of the Trade Union Leadership Council building. The union recorded payments for the work as picket duty even though the members did not engage in picket duty on those days. Henry and White believed that Aaron was involved in criminal activity, including fraud, an illegal kickback scheme, and misappropriation of union funds. They also believed that the union had required members to work without proper safety precautions and without receiving union wages. Henry circulated an unsigned open letter to the union’s leadership and distributed it to the union’s membership, the union’s parent leadership, and local news outlets. The letter asked why the union was paying members out of its picket fund to work on a for-profit establishment and suggested that Aaron had received illegal kickbacks from the council in exchange for providing the council free construction labor. Henry and White subsequently contacted the United States Department of Labor with their suspicions and informed the union of their decision to report the allegations. The Department of Labor investigated the allegations and interviewed several union employees and officials. It referred the matter to an assistant United States attorney, who declined to intervene. Aaron later notified Henry and White that they had been indefinitely laid off from employment at the union. During the pendency of Henry and White’s action, Michael Dowdy and Glenn Ramsey (also business agents for the union) were terminated from their employment. Dowdy and Ramsey filed a separate WPA action in the Wayne Circuit Court against the union, Aaron, and Ruedisueli, claiming that they had been terminated for their cooperation in the Department of Labor’s investigation and disclosing to investigators facts substantiating the allegations of criminal misconduct. Defendants moved for summary disposition in the Henry/White lawsuit and for partial summary disposition in the Dowdy/Ramsey lawsuit, alleging that the Labor-Management Reporting and Disclosure Act (LMRDA), 29 USC 401 et seq., preempted plaintiffs’ WPA claims and that, as a result, the court lacked subject-matter jurisdiction to hear them. The court, Jeanne Stempien, J., denied both motions, concluding that the WPA’s protection of an employee against an employer’s retaliatory employment actions does not contravene the LMRDA because the LMRDA only protects from retaliation the rights afforded union members. Defendants appealed in each case, reasserting their claim of LMRDA preemption and raising the new defense that the National Labor Relations Act (NLRA), 29 USC 151 et seq., independently preempted the circuit court from exercising subject-matter jurisdiction. The Court of Appeals, Ronayne Krause, RJ., and Saad and Wilder, JJ., consolidated the appeals and affirmed in an unpublished opinion per curiam, issued July 3, 2012 (Docket Nos. 302373 and 302710), agreeing that plaintiffs had not alleged any infringement of their membership rights and that, as a result, the LMRDA’s protections did not cover their claims. The panel also held that the WPA did not undermine the LMRDA’s purpose of giving elected union officials the discretion to implement policies that reflect the wishes of union membership because claims of wrongful discharge for refusing to commit or aid in committing a crime did not infringe the union leaders’ discretion Finally, the panel held that the NLRA did not preempt plaintiffs’ claims because a claim for retaliatory discharge arising out of an employee’s report of suspected illegal activity or participation in an investigation of it is only of peripheral concern to the NLRA’s purpose of protecting employees’ rights to engage in concerted activities for the purpose of collective bargaining or other mutual aid or protection. The Supreme Court granted defendants’ applications for leave to appeal. 493 Mich 934 (2013). In an opinion by Justice Kelly, joined by Chief Justice Young and Justices Cavanagh, Markman, McCormack, and Viviano, the Supreme Court held: Neither the National Labor Relations Act nor the Labor-Management Reporting and Disclosure Act preempts Whistleblowers’ Protection Act claims premised on retaliation for reporting suspected criminal misconduct, and state courts have subject-matter jurisdiction over those claims. 1. Preemption is fundamentally a question of congressional intent. Congress can preempt state law either explicitly or implicitly. In the absence of explicit statutory language, state law is preempted when it regulates conduct in a field that Congress intended the federal government to occupy exclusively or when it actually conflicts with federal law. There is no single formula to apply preemption principles in all contexts. Rather, a court must examine congressional intent to preempt state law in the specific context of the statute or statutes at issue, in this case how the WPA operates against the background of the NLRA and the LMRDA. 2. With respect to the NLRA, § 7 of that act, 29 USC 157, states that employees have the rights to self-organization; form, join, or assist labor organizations; bargain collectively through representatives of their own choosing; and engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection. Section 8(a)(1), 29 USC 158(a)(1), states that it is an unfair labor practice for an employer to interfere with, restrain, or coerce employees in the exercise of the rights guaranteed by § 7. The NLRA both creates federal rules regarding labor relations and delegates enforcement of that policy to an administrative agency, the National Labor Relations Board (NLRB). When am activity is arguably subject to § 7 or § 8 of the act, the states and the federal courts must defer to the exclusive competence of the NLRB to avert the danger of state interference with national policy. “Arguably subject” means that the party asserting preemption must advance an interpretation of the act that is not plainly contrary to its language and has not been authoritatively rejected by the courts or the board. There are two related exceptions to preemption of state law regulations that are arguably subject to § 7 or § 8. The first is when the activity regulated is merely a peripheral concern of the NLRA. The second is when the regulated conduct touches interests so deeply rooted in local feeling and responsibility that in the absence of compelling congressional direction, a court could not infer that Congress had deprived the states of the power to act. Courts must consider whether there exists a significant state interest in protecting the citizen from the challenged conduct and whether the exercise of state jurisdiction over the state claim entails little risk of interference with the regulatory jurisdiction of the NLRB. When the conduct at issue in the state litigation is arguably prohibited by the NLRA and thus within the exclusive jurisdiction of the NLRB, the critical inquiry in determining whether an exception applies is whether the controversy presented to the state court is identical with that which could he presented to the board. When it is identical, states cannot subject violators to a supplemental sanction for violations of the NLRA. 3. With respect to the LMRDA, 29 USC 411(a)(2) protects union members’ freedom of expression and assembly by giving every member the right to meet and assemble freely with other members; express any views, arguments, or opinions; and express at meetings the member’s views on any business properly before the meeting. It also gives union members procedural protections against discipline by the union. When a plaintiff has dual status as both an employee and a member of the union, the LMRDA only provides protection from discipline in the member’s capacity as a member, not in his or her capacity as an employee. This limitation ensures the freedom of elected union leaders to choose staff whose views are compatible with their own, which is an integral part of the LMRDA’s purpose of ensuring a union administration’s responsiveness to the mandate of a union election. Because conduct protected under the LMRDA does not extend to a union member’s rights as an employee, a state-law retaliation claim brought by a union employee as an employee is preempted to the extent that it conflicts with the LMRDA’s purposes. Likewise, the LMRDA preempts state law that would unduly limit the discretion of union officials to select their employees. As a result, when a union employee brings a state-law retaliation claim as an employee, a court must analyze whether the claim conflicts with the LMRDA’s purpose and goal of protecting democratic processes in union leadership. A state-law retaliation claim is not preempted when it does not conflict with the purposes of the LMRDA. The discretion the LMRDA affords unions to choose their employees is not limitless. The act does not preempt state wrongful-termination claims in cases in which elected union officials attempt to use their discretion as a shield to hide alleged criminal misconduct. Any other conclusion would undermine the explicit purpose of the LMRDA to eliminate or prevent improper practices on the part of labor organizations, employers, labor-relations consultants, and their officers and representatives. In fact, protecting union employees from retaliation when they raise claims of criminal wrongdoing helps to protect the interests of rank-and-file union members and safeguard union democracy and, as a result, achieve the purposes of the LMRDA. 4. The WPA specifically regulates an employer’s retaliation against employees who report a violation or suspected violation of law. MCL 15.362 provides that an employer shall not discharge, threaten, or otherwise discriminate against an employee regarding the employee’s compensation, terms, conditions, location, or privileges of employment because the employee reports or is about to report a violation or a suspected violation of a law or regulation or rule to a public body or because an employee is requested by a public body to participate in an investigation, hearing, or inquiry held by that public body or a court action. 5. When assessing claims of NLRA preemption, it is the conduct being regulated, not the formal description of governing legal standards, that is the proper focus. The specific conduct plaintiffs alleged in their WPA claims is that defendants unlawfully retaliated against them for reporting suspected wrongdoing to the Department of Labor. Plaintiffs’ allegations of wrongdoing fell into two general categories: (1) improper working conditions (that workers were paid unfairly and were not provided with necessary safety precautions) and (2) criminality (that defendants were engaged in fraud, embezzlement, and misuse of union funds). Basic to the right guaranteed to employees in § 7 of the NLRA to form, join or assist labor organizations is the right to engage in concerted activities to persuade other employees to join for their mutual aid and protection. The mutual-aid-or-protection clause in § 7 protects employees from retaliation by their employers when they seek to improve working conditions through resort to administrative and judicial forums, among other activities intended to improve working conditions. Similarly, the relevant inquiry when examining whether activity is concerted is whether the employee acted with the purpose of furthering group goals. 6. The NLRA preempted plaintiffs’ WPA claims related to improper working conditions. Plaintiffs unquestionably acted with the purpose of furthering group goals when they disputed the working conditions for union members. Their claims of unfair wages and an unsafe work environment were prototypical issues of dispute under the NLRA. Therefore, plaintiffs’ conduct to improve unfair wages and an unsafe work environment was arguably protected under § 7 of the NLRA, and § 8 specifically prohibited defendants from retaliating against plaintiffs for engaging in conduct protected under § 7. Neither of the two exceptions to NLRA preemption applied to plaintiffs’ concerted activity regarding working conditions because those conditions are of central, not peripheral, concern to the NLRA’s purposes. Because this protection has been central to the NLRA’s purposes for nearly 80 years, the more recent attempt of the WPA to regulate retaliation for an alleged unfair labor practice does not touch interests so deeply rooted in local feeling and responsibility that a court could not infer that Congress intended the NLRB to have exclusive jurisdiction over a state whistleblower claim arising out of complaints regarding an employer’s improper working conditions. 7. The NLRA did not preempt the WPA with respect to plaintiffs’ claims alleging retaliation for reporting defendants’ criminal wrongdoing. While the NLRA regulates employees’ concerted activities for their mutual aid or protection, it does not regulate the reporting of federal and state crimes. Section 7 is not so broad that it protects all concerted activities by employees. At some point the relationship between the concerted activity and the employees’ interests as employees becomes so attenuated that an activity cannot fairly be deemed to come within the mutual-aid- or-protection clause. The allegations of criminal misconduct that plaintiffs communicated to the Department of Labor did not relate to the employer’s labor practices. Rather, a state court can adjudicate the underlying allegations of embezzlement and other criminal misconduct without having to consider an employer’s labor practices or whether employees engaged in protected activity when reporting those allegations. Moreover, Michigan has a deeply rooted and substantial interest in enforcing its criminal laws, which the NLRB has no authority to enforce and which the WPA assists by protecting employees who report allegations of criminal misconduct, interests that are separate from the interests articulated in the NLRA. 8. Plaintiffs’ WPA claims premised on reporting defendants’ alleged criminal misconduct also survived defendants’ assertion of LMRDA preemption. Although the LMRDA does not provide union employees who have been terminated a cause of action for retaliation taken against them as employees, states are not completely forbidden from restricting a union leader’s discretion to terminate a union employee. If a union retaliates against a union employee as an employee, any underlying state-law retaliation claim is preempted only to the extent that it conflicts with the purposes of the LMRDA. States are afforded considerably more freedom to supplement the LMRDA federal scheme as long as no conflict arises between state law and the LMRDA. A union employer’s discretion in employment decisions must yield in cases in which elected union officials attempt to use that discretion as a shield to hide alleged criminal misconduct. As a result, the LMRDA allows state-law retaliation claims to proceed in state courts. Affirmed in part and remanded. Justice Zahra, concurring in part and dissenting in part, joined the majority’s opinion in Parts I, II, 111(A), (C), (D), and IV(B), but dissented from Parts III(B) and IV(A) and the outcome of the case. Justice Zahra agreed that the LMRDA did not preempt plaintiffs’ WPA claims but disagreed with the majority’s conclusion that the NLRA did not preempt those claims. Conduct is arguably prohibited by the NLRA if the underlying activity that is the subject matter of the litigation is arguably subject to the protections of § 7 or the prohibitions of § 8. Plaintiffs’ WPA claims were arguably subject to the NLRA because plaintiffs’ reporting of alleged wrongful conduct was done to assist their labor organization by revealing that the organization’s assets might be subject to depletion through fraud, embezzlement, and misuse of union funds. The union officials, in their capacity as employers, were prohibited by the NLRA from discharging their employees simply because the employees reported their suspicions of illegal activity that would harm the union. Moreover, plaintiffs’ claims did not fall within what is effectively one exception to NLRA preemption for deeply rooted state interests that are of peripheral concern to the NLRA. In general, when courts determine the applicability of the exception, they effectively presume that claims grounded in state law reflect deeply rooted state interests and inquire instead whether the conduct at issue is of peripheral concern to the NLRA, engaging in a fact-intensive inquiry to decide whether both the NLRA and the state statute, as applied, prohibit the complained-of activity. When the NLRA and state law do not prohibit the same conduct, the preemption exception will apply. Plaintiffs’ claims here sounded in retaliatory discharge. They reported alleged criminal conduct that triggered protection under the WPA and simultaneously assisted a labor organization, which entitled their activity to NLRA protection. Thus, both the WPA and the NLRA prohibited discharge for the protected action, and the NLRA preempted the WPA. In addition, plaintiffs’ WPA claims represented a classic example of unacceptable NLRA circumvention through artful pleading. Justice Zahra would have reversed the judgment of the Court of Appeals and dismissed plaintiffs’ WPA claims because they were preempted by the NLRA. Employers and Employees — Whistleblowers’ Protection Act — National Labor Relations Act — Labor-Management Reporting and Disclosure Act — Federal Preemption of Whistleblower Claims — Criminal Conduct. Neither the National Labor Relations Act, 29 USC 151 et seq., nor the Labor-Management Reporting and Disclosure Act, 29 USC 401 et seq., preempts claims brought under the Whistleblowers’ Protection Act, MCL 15.361 et seq., that are premised on retaliation for reporting suspected criminal misconduct, and state courts have subject-matter jurisdiction over those claims. Joel B. Sklar and Robert Dinges for Anthony Henry and Keith White. Giarmarco, Mullins & Horton, PC (by Ben M. Gonek) for Michael Ramsey and Glenn Dowdy. Legghio & Israel, PC (by Christopher P. Legghio and Michael J. Bommarito) for Laborers’ Local 1191 and Michael Aaron. Law Offices of J. Douglas Korney (by J. Douglas Korney) for Bruce Ruedisueli. Amicus Curiae: Bill Schuette, Attorney General, Aaron D. Lindstrom, Solicitor General, and Susan Przekop-Shaw, Jason Hawkins, and Bradley A. Fowler, Assistant Attorneys General, for the Attorney General. KELLY, J. This case involves whether, and the extent to which, plaintiffs’ claims asserted under the Michigan Whistleblowers’ Protection Act (WPA) are preempted by the National Labor Relations Act (NLRA) and the Labor-Management Reporting and Disclosure Act (LMRDA). Plaintiffs allege that defendants violated the WPA when they discharged plaintiffs in retaliation for reporting to the United States Department of Labor their suspicions of fraud, embezzlement, improper wages, and unsafe working conditions or for participating in the Department of Labor’s ensuing investigation. Defendants argue that the NLRA and LMRDA preempt plaintiffs’ WPA claims and, as a result, the state court must dismiss those claims. Congress

WURTZ v BEECHER METROPOLITAN DISTRICT Docket No. 146157. Argued December 10,2013 (Calendar No. 9). Decided April 25, 2014. Rehearing denied at 495 Mich 1010. Richard L. Wurtz brought an action in the Genesee Circuit Court against the Beecher Metropolitan District (a water and sewage district), Jacquelin Corlew, Leo McClain, and Sheila Thom, alleging a violation of the Whistleblowers’ Protection Act (WPA), MCL 15.361 et seq., and wrongful termination in violation of public polity. Wurtz had served as the district’s administrator from February 1, 2000, until February 1, 2010, pursuant to a contract he drafted earlier while he was the district’s attorney. The individual defendants were those members of the district’s five-member board who voted not to renew Wurtz’s contract. The tension between Wurtz and the board began in May 2008 when he reported an alleged violation of the Open Meetings Act by the individual defendants and continued through November 2009 when he reported to the sheriffs department and the newspaper what he alleged were improprieties in reimbursements to the board for attendance at an out-of-state conference. The board voted to not renew Wurtz’s contract, but allowed him to finish his full 10-year term, and he received all his salary and benefits during that term. Defendants moved for summary disposition, arguing that Wurtz had not been fired because his contract expired by its own terms. The court, Judith A. Fullerton, J., dismissed the public-policy claim, holding that the WPA provided Wurtz’s exclusive avenue of relief. The court also concluded that Wurtz could not satisfy the WPA’s elements because he had worked the entire term of his contract and not been discharged. Wurtz appealed, and the Court of Appeals, Whitbeck, EJ., and Jansen, J. (K. E Kelly, J., dissenting), reversed, holding that summary disposition was inappropriate because an employer’s failure to renew a contract employee’s fixed-term contract satisfied the WPA’s requirement that the employee suffer an adverse employment action. 298 Mich App 75 (2012). The Supreme Court granted defendants’ application for leave to appeal. 494 Mich 862 (2013). In an opinion by Justice Zahra, joined by Chief Justice Young and Justices Markman, Kelly, McCormack, and Viviano, the Supreme Court held: Under MCL 15.362, a plaintiff must demonstrate three elements to establish a prima facie case that the defendant employer violated the WPA: (1) the employee was engaged in a protected activity listed in the WPA, (2) the employee was discharged, threatened, or otherwise discriminated against regarding his or her compensation, terms, conditions, location, or privileges of employment, and (3) a causal connection existed between the employee’s protected activity and the employer’s act of discharging, threatening, or otherwise discriminating against the employee. By its express language, the WPA applies only to individuals who experience one or more of the statute’s enumerated adverse employment actions with respect to their status as employees. A contract employee seeking a new term of employment should be treated the same as a prospective employee for purposes of the WPA. The WPA has no application in the hiring context. It excludes job applicants and prospective employees from its protections and, therefore, does not apply when an employer declines to renew a contract employee’s contract. Absent some express obligation stating otherwise, a contract employee has absolutely no claim to continued employment after his or her contract expires. Wurtz had no recourse under the WPA because he alleged only that his former employer declined to renew his contract, not that the employer took some adverse action against him during his contractual term of employment. Wurtz’s claim failed as a matter of law, and summary disposition was not premature because no amount of additional discovery could have shown that Wurtz came within the WPA’s protections. Reversed and remanded. Justice Cavanagh concurred in the result. Employees and Employees — Whistleblowers’ Protection Act — Contract Employees — Refusal to Rehire. The Whistleblowers’ Protection Act, MCL 15.361 et seq., applies only to individuals who experience one or more of the statute’s enumerated adverse employment actions with respect to their status as employees; it excludes from its protections job applicants and prospective employees and therefore does not apply when an employer declines to renew a contract employee’s contract; absent some express obligation stating otherwise, a contract employee has absolutely no claim to continued employment after his or her contract expires. Charles A. Grossmann for plaintiff. Landry, Mazzeo & Dembinski, PC (by Nancy Vayda Dembinski), for defendants. Amicus Curiae: Eardley Law Offices, PC (by Eugenie B. Eardley and Nicholas F. X. Gumina), for the Michigan Association for Justice. ZAHRA, J. This case requires the Court to consider the application of Michigan’s Whistleblowers’ Protection Act (WPA) to a contract employee whose contract is not renewed ostensibly because of the employee’s whistle-blowing activities. A contract employee whose term of employment has expired without being subject to a specific adverse employment action identified in the WPA and who seeks reengagement for a new term of employment occupies the same legal position as a prospective employee. The WPA, by its express language, only applies to current employees; the statute offers no protection to prospective employees. Because the WPA does not apply when an employer decides not to hire a job applicant, it likewise has no application to a contract employee whom the employer declines to rehire for a new term of employment. The plaintiff in this case has no recourse under the WPA because he alleges only that his former employer declined to renew his contract, not that the employer took some adverse action against him during his contractual term of employment. Accordingly, we reverse the Court of Appeals’ contrary decision and remand this case to the circuit court for entry of summary disposition in defendants’ favor. I. FACTS AND PROCEEDINGS The Beecher Metropolitan District (the District) manages water and sewage for a portion of Genesee County. The District has five elected board members and also employs a part-time district administrator who manages District operations on a day-to-day basis. The District has 11 full-time employees who do various maintenance and clerical jobs. The District’s full-time employees operate under a union contract; only the district administrator historically operates under a separate contract with the District. Plaintiff Richard Wurtz began his tumultuous tenure as the district administrator on February 1, 2000, and served until February 1, 2010. Before becoming district administrator, Wurtz was the District’s attorney. In his capacity as attorney, he drafted the contract that would govern his term as district administrator. The contract provided for a 10-year term beginning on February 1, 2000, and ending on February 1, 2010. The board approved the contract and Wurtz became district administrator. Tension between Wurtz and the board developed in May 2008 when Wurtz reported an alleged violation of the Open Meetings Act (OMA) to the Genesee County Prosecutor. In a letter dated May 22, 2008, Wurtz informed the prosecutor that board members Sheila Thorn, Leo McClain, and Jacquelin Corlew — the three individual defendants in this case — had met with a labor attorney outside of a public meeting to discuss retaining the attorney. The prosecutor, however, declined to prosecute. Several months later, Wurtz demanded a benefits increase commensurate with those given to the District’s unionized employees. He told the board that he was the one who filed the OMA complaint and said that he would treat the board’s failure to capitulate as retaliation for his reporting the alleged OMA violations. The board granted Wurtz the increase he desired, with two of the defendant board members voting against his benefits increase and one voting in favor. In early 2009, Wurtz sent a proposal to the board regarding his contract. Wurtz said he could save the District money by reducing his salary and cutting off all of his benefits except life insurance. But the proposal also would have extended Wurtz’s already tumultuous term for an additional 2xk years. A motion to accept Wurtz’s proposal was defeated by a vote of 3 to 2. Thorn, McClain, and Corlew voted against Wurtz’s proposal. Relations between Wurtz and the board further deteriorated in the spring of 2009. The board had plans to attend the American Water Works Association conference in San Diego. Wurtz told the board that he had concerns about the cost of the trip and the manner of reimbursement. He noted several recreational items that he thought it would be inappropriate to subsidize with taxpayer funds. Wurtz nonetheless reimbursed the board for the expenses. Despite having issued the reimbursement checks himself, Wurtz contacted the Genesee County Sheriffs Department and the Flint Journal regarding the board’s trip to San Diego. This resulted in the sheriffs department raiding the District’s office and public outcry about the board members’ actions. Wurtz cooperated with the investigation conducted by the sheriffs department. The board members were criminally charged in connection with the trip, but all were acquitted of wrongdoing or had the charges against them dismissed. Events came to a head in November 2009, several months before Wurtz’s contract was set to expire. At the November 11, 2009 meeting, Wurtz warned the board that he would consider the board’s failure to extend his contract to be retaliation for the criminal investigation. The board, however, refused to heed Wurtz’s warning and voted 3 to 2 not to renew Wurtz’s contract and to begin the search for a new district administrator. The majority once again consisted of Thorn, McClain, and Corlew. Wurtz’s attorney wrote a letter to the board informing it that Wurtz intended to file a claim under the WPA. But the board replied that it would not change its mind, citing other, legitimate reasons for deciding not to renew Wurtz’s contract. The board explained that the tumultuous relationship between Wurtz and the board members far preceded any alleged whistleblowing activities, and furthermore, that it wished to make the administrator job full-time. Wurtz could not hold the position full-time because of his law practice. Despite the total breakdown of the working relationship, the board allowed Wurtz to finish out his contract. Wurtz’s employment with the District expired on February 1, 2010, by the terms of the contract. One essential and undisputed fact bears emphasis: Wurtz suffered no adverse consequences in the context of his self-drafted 10-year contract. He received all of the salary and benefits to which he was entitled, and he was employed as district administrator for each and every day of the agreed-to term. After his employment ended, Wurtz brought suit in Genesee Circuit Court against the District and the three board members who voted not to renew his contract, alleging a violation of the WPA and wrongful termination in violation of public policy. Defendants moved for summary disposition, arguing that Wurtz had not been fired because his contract expired by its own terms. Wurtz argued that his employment was terminated and, further, that summary disposition was premature because discovery was incomplete. But the court agreed with defendants. First, the court dismissed the public policy claim, holding that the WPA provided the exclusive avenue of relief to Wurtz. Then the court concluded that Wurtz could not satisfy all of the WPA’s elements because he had worked through the entirety of his contract and was not discharged. Wurtz appealed the circuit court’s decision to the Court of Appeals, which reversed in a split opinion. The majority concluded that summary disposition was inappropriate because, in its view, an employer’s failure to renew a contract employee’s fixed-term contract satisfied the WPA’s requirement that the employee suffer an adverse employment action. The dissent, on the other hand, would have held as a matter of law that Wurtz could not satisfy the WPA’s elements based on the nonrenewal of a fixed-term contract. Defendants sought leave to appeal in this Court, which we granted. We asked the parties to address “(1) whether the plaintiff suffered an adverse employment action under the [WPA] when the defendants declined to renew or extend the plaintiff’s employment contract, which did not contain a renewal clause beyond the expiration of its ten-year term; and (2) whether there was a fair likelihood that additional discovery would have produced evidence creating a genuine issue of material fact, MCR 2.116(C)(10), if the defendants’ motion for summary disposition had not been granted prior to the completion of discovery.” II. standard of review The interpretation of the WPA presents a statutory question that this Court reviews de novo. The Court also reviews de novo decisions on motions for summary disposition brought under MCR 2.116(C)(10). III. ANALYSIS This case invites the Court to decide whether the WPA applies when an employer declines to renew an employee’s fixed-term contract following alleged whistleblowing by the employee. To answer this question, we first conclude that a contract employee seeking a new term of employment should be treated the same as a prospective employee for purposes of the WPA. The question then becomes whether a spurned job applicant can bring a claim under the WPA. We hold that the WPA, by its express language, has no application in the hiring context. Thus, the WPA does not apply when an employer declines to renew a contract employee’s contract. Absent some express obligation stating otherwise, a contract employee has absolutely no claim to continued employment after his or her contract expires. Rather, the employer must weigh the pros and cons of engaging the applicant for a new employment term, just as an employer must weigh the pros and cons of hiring a person in the first place. And as with any employment decision, the employer can make its decision for good reasons, bad reasons, or no reasons at all, as long as the reasons are not unlawful, such as those based on discrimination. Therefore, in the context of the present case, no relevant difference exists between a new job applicant and a current contract employee seeking a new term of employment. We then ask whether a prospective employee who attempts to blow the whistle on a would-be employer may invoke the WPA’s protections. When interpreting a statute, this Court must, of course, identify and give effect to the Legislature’s intent. The most reliable indicator of the Legislature’s intent is the language of the statute itself. If the statutory language clearly and unambiguously states the Legislature’s intent, then further judicial construction is neither required nor permitted, and the statute must be enforced as written. The relevant provision of the WPA, MCL 15.362, states the following: An employer shall not discharge, threaten, or otherwise discriminate against an employee regarding the employee’s compensation, terms, conditions, location, or privileges of employment because the employee, or a person acting on behalf of the employee, reports or is about to report, verbally or in writing, a violation or a suspected violation of a law or regulation or rule promulgated pursuant to law of this state, a political subdivision of this state, or the United States to a public body, unless the employee knows that the report is false, or because an employee is requested by a public body to participate in an investigation, hearing, or inquiry held by that public body, or a court action. Drawing from the statutory language, this Court has identified three elements that a plaintiff must demonstrate to make out a prima facie case that the defendant employer has violated the WPA: (1) The employee was engaged in one of the protected activities listed in the provision. (2) the employee was discharged, threatened, or otherwise discriminated against regarding his or her compensation, terms, conditions, location, or privileges of employment. (3) A causal connection exists between the employee’s protected activity and the employer’s act of discharging, threatening, or otherwise discriminating against the employee. Significantly, as gleaned from the WPA’s express language, the statute only applies to individuals who currently have the status of an “employee.” The Legislature defined an “employee” in the WPA as “a person who performs a service for wages or other remuneration under a contract of hire, written or oral, express or implied.” Noticeably absent from the WPA’s definition of “employee” is any reference to prospective employees or job applicants. And indeed, the actions prohibited under the WPA could only be taken against a current employee. Only an employee could be discharged and only an employee could be threatened or discriminated against regarding his or her compensation, terms, conditions, location, or privileges of employment. Thus, the WPA simply excludes job applicants and prospective employees from its protections. In this regard, the WPA stands in stark contrast to Michigan’s Civil Rights Act (CRA). Whereas the WPA makes no mention of pre-employment conduct, the CRA refers to an employer’s failure to hire or recruit someone: An employer shall not do any of the following: (a) Fail or refuse to hire or recruit, discharge, or otherwise discriminate against an individual with respect to employment, compensation, or a term, condition, or privilege of employment, because of religion, race, color, national origin, age, sex, height, weight, or marital status.[] The same is true of the federal Age Discrimination in Employment Act (ADEA) and Title VII of the federal Civil Rights Act (Title VII). Each of these statutes provides protection during the recruitment and hiring process; the WPA does not. Moreover, whereas the WPA protects “employees,” the CRA, the ADEA, and Title VII protect the broader class of “individuals” from prohibited employer actions. Thus, when discussing the protections afforded prospective employees, any comparison to these antidiscrimination statutes offers little help. In light of this analysis, caselaw applying the antidiscrimination statutes to contract renewals offers no insight into how the WPA should operate in the same situation. For example, consider Leibowitz v Cornell Univ, a case extensively relied on by Wurtz and the Court of Appeals majority, which involved a nontenured professor at Cornell. The professor sued the school for violation of Title VII and the ADEA after it declined to renew her fixed-term contract. The Leibowitz court held that “where an employee seeks renewal of an employment contract, non-renewal of an employment contract constitutes an adverse employment action for purposes of Title VII and the ADEA.” But any reliance on Leibowitz for its application in the WPA context ignores the logic that the court used to reach its conclusion. In fact, the court held that nonrenewal of a contract fell within the antidiscrimination statutes’ reach precisely because the statutes protect new job applicants. But the WPA has no application during the hiring process. The floor underlying the Leibowitz court’s conclusion collapses when attempting to apply Leibowitz to the WPA. While the ADEA and Title VII may apply in the context of a contract renewal, that fact has no bearing on the application of the WPA in the same situation. This Court need not inquire why the Legislature chose to confine the WPA’s protections by the bookends of employment while extending the CRA’s protections to the hiring context. The Legislature elected to craft its legislation that

Jackie Hosang LAWSON and Jonathan M. Zang, Petitioners v. FMR LLC et al. No. 12-3. Supreme Court of the United States Argued Nov. 12, 2013. Decided March 4, 2014. Eric Schnapper, Seattle, WA, for the petitioners. Nicole A. Saharsky, for the United States as amicus curiae, by special leave of the Court, supporting the petitioners. Mark A. Perry, Washington, DC, for the respondents. Eric Schnapper, Counsel of Record, Seattle, WA, Indira Talwani, Segal Roitman, LLP, Boston, MA, Kevin G. Powers, Rodgers, Powers & Schwartz, LLP, Boston, MA, Counsel for Petitioners. Stephen M. Shapiro, Timothy S. Bishop, Mayer Brown LLP, Chicago, IL, Mark A. Perry, Counsel of Record, Porter N. Wilkinson, Geoffrey C. Weien, Gibson, Dunn & Crutcher LLP, Washington, DC, Rachel S. Brass, Gibson, Dunn & Crutcher LLP, San Francisco, CA, Counsel for Respondents. Justice GINSBURG delivered the opinion of the Court. To safeguard investors in public companies and restore trust in the financial markets following the collapse of Enron Corporation, Congress enacted the Sarbanes-Oxley Act of 2002, 116 Stat. 745. See S.Rep. No. 107-146, pp. 2-11 (2002). A provision of the Act, 18 U.S.C. § 1514A, protects whistleblowers. Section 1514A, at the time here relevant, instructed: "No [public] company ..., or any officer, employee, contractor, subcontractor, or agent of such company, may discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee in the terms and conditions of employment because of [whistleblowing or other protected activity]." § 1514A(a) (2006 ed.). This case concerns the definition of the protected class: Does § 1514A shield only those employed by the public company itself, or does it shield as well employees of privately held contractors and subcontractors-for example, investment advisers, law firms, accounting enterprises-who perform work for the public company? We hold, based on the text of § 1514A, the mischief to which Congress was responding, and earlier legislation Congress drew upon, that the provision shelters employees of private contractors and subcontractors, just as it shelters employees of the public company served by the contractors and subcontractors. We first summarize our principal reasons, then describe this controversy and explain our decision more comprehensively. Plaintiffs below, petitioners here, are former employees of private companies that contract to advise or manage mutual funds. The mutual funds themselves are public companies that have no employees. Hence, if the whistle is to be blown on fraud detrimental to mutual fund investors, the whistleblowing employee must be on another company's payroll, most likely, the payroll of the mutual fund's investment adviser or manager. Taking the allegations of the complaint as true, both plaintiffs blew the whistle on putative fraud relating to the mutual funds and, as a consequence, suffered adverse action by their employers. Plaintiffs read § 1514A to convey that "[n]o ... contractor ... may ... discriminate against [its own] employee [for whistleblowing]." We find that reading consistent with the text of the statute and with common sense. Contractors are in control of their own employees, but are not ordinarily positioned to control someone else's workers. Moreover, we resist attributing to Congress a purpose to stop a contractor from retaliating against whistleblowers employed by the public company the contractor serves, while leaving the contractor free to retaliate against its own employees when they reveal corporate fraud. In the Enron scandal that prompted the Sarbanes-Oxley Act, contractors and subcontractors, including the accounting firm Arthur Andersen, participated in Enron's fraud and its coverup. When employees of those contractors attempted to bring misconduct to light, they encountered retaliation by their employers. The Sarbanes-Oxley Act contains numerous provisions aimed at controlling the conduct of accountants, auditors, and lawyers who work with public companies. See, e.g., 116 Stat. 750-765, 773-774, 784, §§ 101-107, 203-206, 307. Given Congress' concern about contractor conduct of the kind that contributed to Enron's collapse, we regard with suspicion construction of § 1514A to protect whistleblowers only when they are employed by a public company, and not when they work for the public company's contractor. Congress borrowed § 1514A's prohibition against retaliation from the wording of the 2000 Wendell H. Ford Aviation Investment and Reform Act for the 21st Century (AIR 21), 49 U.S.C. § 42121. That Act provides: "No air carrier or contractor or subcontractor of an air carrier may discharge an employee or otherwise discriminate against an employee with respect to compensation, terms, conditions, or privileges of employment" when the employee provides information regarding violations "relating to air carrier safety" to his or her employer or federal authorities. § 42121(a)(1). AIR 21 has been read to cover, in addition to employees of air carriers, employees of contractors and subcontractors of the carriers. Given the parallel statutory texts and whistleblower protective aims, we read the words "an employee" in AIR 21 and in § 1514A to have similar import. I A The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley or Act) aims to "prevent and punish corporate and criminal fraud, protect the victims of such fraud, preserve evidence of such fraud, and hold wrongdoers accountable for their actions." S.Rep. No. 107-146, p. 2 (2002) (hereinafter S. Rep.). OF PARTICULAR CONcern to congress was abuNdant evidence that enron had succeeded in perpetuating its massive shareholder fraud in large part due to a "corporate code of silence"; that code, Congress found, "discourage[d] employees from reporting fraudulent behavior not only to the proper authorities, such as the FBI and the SEC, but even internally." Id., at 4-5 (internal quotation marks omitted). When employees of Enron and its accounting firm, Arthur Andersen, attempted to report corporate misconduct, Congress learned, they faced retaliation, including discharge. As outside counsel advised company officials at the time, Enron's efforts to "quiet" whistleblowers generally were not proscribed under then-existing law. Id., at 5, 10. Congress identified the lack of whistleblower protection as "a significant deficiency" in the law, for in complex securities fraud investigations, employees "are [often] the only firsthand witnesses to the fraud." Id., at 10. Section 806 of Sarbanes-Oxley addresses this concern. Titled "Protection for Employees of Publicly Traded Companies Who Provide Evidence of Fraud," § 806 added a new provision to Title 18 of the United States Code, 18 U.S.C. § 1514A, which reads in relevant part: "Civil action to protect against retaliation in fraud cases "(a) WHISTLEBLOWER PROTECTION FOR EMPLOYEES OF PUBLICLY TRADED COMPANIES .-No company with a class of securities registered under section 12 of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78l ), or that is required to file reports under section 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78o (d) ), or any officer, employee, contractor, subcontractor, or agent of such company, may discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee in the terms and conditions of employment because of any lawful act done by the employee- "(1) to provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of section 1341 [mail fraud], 1343 [wire fraud], 1344 [bank fraud], or 1348 [securities or commodities fraud], any rule or regulation of the Securities and Exchange Commission, or any provision of Federal law relating to fraud against shareholders, when the information or assistance is provided to or the investigation is conducted by [a federal agency, Congress, or supervisor]...." § 806, 116 Stat. 802. Congress has assigned whistleblower protection largely to the Department of Labor (DOL), which administers some 20 United States Code incorporated whistleblower protection provisions. See 78 Fed.Reg. 3918 (2013). The Secretary has delegated investigatory and initial adjudicatory responsibility over claims under a number of these provisions, including § 1514A, to DOL's Occupational Safety and Health Administration (OSHA). Ibid. OSHA's order may be appealed to an administrative law judge, and then to DOL's Administrative Review Board (ARB). 29 CFR §§ 1980.104 to 1980.110 (2011). In common with other whistleblower protection provisions enforced by DOL, see 77 Fed.Reg. 3912 (2012), the ARB's determination on a § 1514A claim constitutes the agency's final decision and is reviewable in federal court under the standards stated in the Administrative Procedure Act, 5 U.S.C. § 706. If, however, the ARB does not issue a final decision within 180 days of the filing of the complaint, and the delay is not due to bad faith on the claimant's part, the claimant may proceed to federal district court for de novo review. 18 U.S.C. § 1514A(b). An employee prevailing in a proceeding under § 1514A is entitled to "all relief necessary to make the employee whole," including "reinstatement with the same seniority status that the employee would have had, but for the discrimination," backpay with interest, and compensation for litigation costs. § 1514A(c). Congress modeled § 1514A on the anti-retaliation provision of the Wendell H. Ford Aviation Investment and Reform Act for the 21st Century (AIR 21), 49 U.S.C. § 42121, a measure enacted two years earlier. See S. Rep., at 30 (corporate whistleblower protections "track [AIR 21's] protections as closely as possible"). Section 1514A incorporates by cross-reference AIR 21's administrative enforcement procedures. 18 U.S.C. § 1514A(b)(2). B Petitioners Jackie Hosang Lawson and Jonathan M. Zang (plaintiffs) separately initiated proceedings under § 1514A against their former employers, privately held companies that provide advisory and management services to the Fidelity family of mutual funds. The Fidelity funds are not parties to either case; as is common in the mutual fund industry, the Fidelity funds themselves have no employees. Instead, they contract with investment advisers like respondents to handle their day-to-day operations, which include making investment decisions, preparing reports for shareholders, and filing reports with the Securities and Exchange Commission (SEC). Lawson was employed by Fidelity Brokerage Services, LLC, a subsidiary of FMR Corp., which was succeeded by FMR LLC. Zang was employed by a different FMR LLC subsidiary, Fidelity Management & Research Co., and later by one of that company's subsidiaries, FMR Co., Inc. For convenience, we refer to respondents collectively as FMR. Lawson worked for FMR for 14 years, eventually serving as a Senior Director of Finance. She alleges that, after she raised concerns about certain cost accounting methodologies, believing that they overstated expenses associated with operating the mutual funds, she suffered a series of adverse actions, ultimately amounting to constructive discharge. Zang was employed by FMR for eight years, most recently as a portfolio manager for several of the funds. He alleges that he was fired in retaliation for raising concerns about inaccuracies in a draft SEC registration statement concerning certain Fidelity funds. Lawson and Zang separately filed administrative complaints alleging retaliation proscribed by § 1514A. After expiration of the 180-day period specified in § 1514A(b)(1), Lawson and Zang each filed suit in the U.S. District Court for the District of Massachusetts. FMR moved to dismiss the suits, arguing, as relevant, that neither plaintiff has a claim for relief under § 1514A. FMR is privately held, and maintained that § 1514A protects only employees of public companies-i.e., companies that either have "a class of securities registered under section 12 of the Securities Exchange Act of 1934," or that are "required to file reports under section 15(d)" of that Act. § 1514A(a). In a joint order, the District Court rejected FMR's interpretation of § 1514A and denied the dismissal motions in both suits. 724 F.Supp.2d 141 (Mass.2010). On interlocutory appeal, a divided panel of the First Circuit reversed. 670 F.3d 61 (2012). The Court of Appeals majority acknowledged that FMR is a "contractor" within the meaning of § 1514A(a), and thus among the actors prohibited from retaliating against "an employee" who engages in protected activity. The majority agreed with FMR, however, that "an employee" refers only to employees of public companies and does not cover a contractor's own employees. Id., at 68-80. Judge Thompson dissented. In her view, the majority had "impose[d] an unwarranted restriction on the intentionally broad language of the Sarbanes-Oxley Act" and "bar[red] a significant class of potential securities-fraud whistleblowers from any legal protection." Id., at 83. Several months later, the ARB issued a decision in an unrelated case, Spinner v. David Landau & Assoc., LLC, No. 10-111 etc., ALJ No. 2010-SOX-029 (May 31, 2012), disagreeing with the Court of Appeals' interpretation of § 1514A. In a comprehensive opinion, the ARB explained its position that § 1514A affords whistleblower protection to employees of privately held contractors that render services to public companies. Ibid. We granted certiorari, 569 U.S. ----, 133 S.Ct. 2387, 185 L.Ed.2d 1103 (2013), to resolve the division of opinion on whether § 1514A extends whistleblower protection to employees of privately held contractors who perform work for public companies. II A In determining the meaning of a statutory provision, "we look first to its language, giving the words used their ordinary meaning." Moskal v. United States, 498 U.S. 103, 108, 111 S.Ct. 461, 112 L.Ed.2d 449 (1990) (citation and internal quotation marks omitted). As Judge Thompson observed in her dissent from the Court of Appeals' judgment, "boiling [ § 1514A(a) ] down to its relevant syntactic elements, it provides that 'no ... contractor ... may discharge ... an employee.' " 670 F.3d, at 84 (quoting § 1514A(a) ). The ordinary meaning of "an employee" in this proscription is the contractor's own employee. FMR's interpretation of the text requires insertion of "of a public company" after "an employee." But where Congress meant "an employee of a public company," it said so: With respect to the actors governed by § 1514A, the provision's interdictions run to the officers, employees, contractors, subcontractors, and agents "of such company," i.e., a public company. § 1514A(a). Another anti-retaliation provision in Sarbanes-Oxley provides: "[A] broker or dealer and persons employed by a broker or dealer who are involved with investment banking activities may not, directly or indirectly, retaliate against or threaten to retaliate against any securities analyst employed by that broker or dealer or its affiliates ...." 15 U.S.C. § 78o -6(a)(1)(C) (emphasis added). In contrast, nothing in § 1514A's language confines the class of employees protected to those of a designated employer. Absent any textual qualification, we presume the operative language means what it appears to mean: A contractor may not retaliate against its own employee for engaging in protected whistleblowing activity. Section 1514A's application to contractor employees is confirmed when we enlarge our view from the term "an employee" to the provision as a whole. The prohibited retaliatory measures enumerated in § 1514A(a) -discharge, demotion, suspension, threats, harassment, or discrimination in the terms and conditions of employment-are commonly actions an employer takes against its own employees. Contractors are not ordinarily positioned to take adverse actions against employees of the public company with whom they contract. FMR's interpretation of § 1514A, therefore, would shrink to insignificance the provision's ban on retaliation by contractors. The dissent embraces FMR's "narrower" construction. See post, at 1178, 1178 - 1179, 1179, 1180 - 1181. FMR urges that Congress included contractors in § 1514A's list of governed actors simply to prevent public companies from avoiding liability by employing contractors to effectuate retaliatory discharges. FMR describes such a contractor as an "ax-wielding specialist," illustrated by George Clooney's character in the movie Up in the Air. Brief for Respondents 24-25 (internal quotation marks omitted). As portrayed by Clooney, an ax-wielding specialist is a contractor engaged only as the bearer of the bad news that the employee has been fired; he plays no role in deciding who to terminate. If the company employing the ax-wielder chose the recipients of the bad tidings for retaliatory reasons, the § 1514A claim would properly be directed at the company. Hiring the ax-wielder would not insulate the company from liability. Moreover, we see no indication that retaliatory ax-wielding specialists are the real-world problem that prompted Congress to add contractors to § 1514A. Moving further through § 1514A to the protected activity described in subsection (a)(1), we find further reason to believe that Congress presumed an employer-employee relationship between the retaliator and the whistleblower. Employees gain protection for furnishing information to a federal agency, Congress, or "a person with supervisory authority over the employee (or such other person working for the employer who has the authority to investigate, discover, or terminate misconduct)." § 1514A(a)(1) (emphasis added). And under § 1514A(a)(2), employees are protected from retaliation for assisting "in a proceeding filed or about to be filed (with any knowledge of the employer ) relating to an alleged violation" of any of the enumerated fraud provisions, securities regulations, or other federal law relating to shareholder fraud. § 1514A(a)(2) (emphasis added). The reference to employer knowledge is an additional indicator of Congress' expectation that the retaliator typically will be the employee's employer, not another entity less likely to know of whistleblower complaints filed or about to be filed. Section 1514A's enforcement procedures and remedies similarly contemplate that the whistleblower is an employee of the retaliator. As earlier noted, see supra, at 1163 - 1164, § 1514A(b)(2)(A) provides that a claim under § 1514A"shall be governed under the rules and procedures set forth in section 42121(b) of title 49," i.e., AIR 21's anti-retaliation provision. Throughout § 42121(b), the respondent is referred to as "the employer." See 49 U.S.C. § 42121(b)(2)(B)(ii) (The Secretary shall not conduct an investigation into a retaliation claim "if the employer demonstrates, by clear and convincing evidence, that the employer would have taken the same unfavorable personnel action in the absence of that behavior."); § 42121(b)(2)(B)(iv) ("Relief may not be ordered ... if the employer demonstrates by clear and convincing evidence that the employer would have taken the same unfavorable personnel action in the absence of that behavior."). Regarding remedies, § 1514A(c)(2) states that a successful claimant shall be entitled to "reinstatement with the same seniority status that the employee would have had, but for the discrimination," as well as "the amount of back pay, with interest." As the Solicitor General, for the United States as amicus curiae, observed, "It is difficult, if not impossible, to see how a contractor or subcontractor could provide those remedies to an employee of a public company." Brief for United States as Amicus Curiae 15. The most sensible reading of § 1514A's numerous references to an employer-employee relationship between the respondent and the claimant is that the provision's protections run between contractors and t