Full opinion text
MEMORANDUM AND ORDER SPENCER, District Judge. This matter comes before the Court on two motions by defendants. The first, a motion to dismiss, will be granted in part and denied in part. The second, a motion to compel the production of certain tape recordings, will be granted. THE MOTION TO DISMISS Background Plaintiff Richard Haigh (“Haigh”), a Virginia citizen, was employed by defendant Matsushita Electric Corporation of America (hereinafter “Panasonic”) from October 17, 1974 through January 27, 1987. He is fifty-seven years old, and is Jewish. Plaintiff Norma Haigh, a Virginia citizen, is Haigh’s wife. Defendant Panasonic is a Delaware corporation. The individual defendants (hereinafter referred to by their last names), none of whom are Virginia citizens, are employees of Panasonic. The Second Amended Complaint, which is currently before the Court, is sixty-eight pages long, and contains a plethora of allegations. In brief, Haigh states that he was a salesman for Panasonic who handled the accounts of Best Products and Circuit City. Haigh claims that during his tenure business with these two outfits skyrocketed. In December 1986, Haigh was told that the Best Products and Circuit City accounts were being taken away from him and given to defendant Weber. Haigh also claims he was told his salary would be cut, along with his earnable bonuses. Additionally, he was told that he would be reassigned from his Richmond, Virginia location to the Panasonic accounts in western Virginia. Haigh claims he argued that the reassignment was unlawful, and requested to be told the legitimate business reason for the action. In response, defendants Willner and Adamyk allegedly proposed that the Richmond accounts of Thalhimers, Miller & Rhoads, Robert’s Leasing, and Dominion Pottery be added to Haigh’s new territory. Haigh also asserts that these two defendants sought a complete release for all of Panasonic’s actions to date. In due course, by letter dated January 27, 1987, Haigh stated that his reassignment was unacceptable, and claimed that Panasonic had constructively terminated his employment. Since that time, Haigh claims to have vigorously sought employment without success. Haigh’s Second Amended Complaint contains sixteen counts. Count One — Age Discrimination — Panasonic violated the Age Discrimination in Employment Act (“ADEA”) by constructively terminating Haigh, age 56, and replacing him with Weber, age 35. Count Two — Employee Retirement Income Security Act (“ERISA”) — Panasonic’s pension plan benefits are based on the highest compensation for any five consecutive years during the final ten years of employment. Haigh’s proposed transfer was an attempt to unlawfully limit and reduce the amount of pension benefits which would be available to him. Count Three — Defamation (Defendants Willner and Wolfe) — These defendants told two Best Products employees that Haigh was taken off the Best Products account because he was not doing his job, and because Best Products had requested the move. The statements were false, and Haigh was injured in his profession or trade as a result. Count Four — Defamation (Defendant Kanow) — This defendant insinuated to several Panasonic employees that Luskin’s (a potential employer) was not willing to consider employing Haigh. This statement was false and Haigh was injured in his profession or trade as a result. Count Five — 42 U.S.C. § 1985 — Panasonic and some of the individual defendants have unlawfully conspired to deprive Haigh of his civil rights, in violation of 42 U.S.C. § 1985(3). Additionally, certain defendants conspired to coerce, intimidate, and influence three Panasonic employees in an attempt to deter truthful testimony in judicial proceedings, in violation of 42 U.S.C. § 1985(2). Count Six — Antitrust—The adverse employment actions taken against Haigh were partly the result of his refusal to participate in Panasonic’s illegal price-fixing schemes in 1985 and 1986. Count Seven — Title VII — The adverse employment actions taken against Haigh were the result of discrimination based on religion (Jewish) and race (Jewish). Count Eight — 42 U.S.C. § 1981 — The adverse employment actions taken against Haigh were the result of discrimination based on race (Jewish). Count Nine — Breach of Contract — Panasonic breached the parties’ verbal contract (to employ Haigh until he retired or for as long as he performed satisfactorily), and their written contract (as set out in anti-discrimination portion of Panasonic’s employee handbook). Count Ten — Interference with Contractual Rights — By slandering Haigh, conspiring to injure his business reputation, unlawfully demoting him, and constructively terminating his employment, the defendants tortiously interfered with Haigh’s contractual rights concerning his employment. Count Eleven — Negligent Representations — Representations contained in Panasonic’s employee manual, defendant Willner’s written and verbal representations, and defendant Hopkins’ verbal representations constituted negligent representations designed to induce Haigh to start and continue working for Panasonic. Count Twelve — Unjust Dismissal — Panasonic, by violating Title VII, 42 U.S.C. §§ 1981 and 1985, the ADEA and other statutes, and by constructively terminating him for his refusal to participate in a price-fixing scheme, has violated the public policy of Virginia in unjustly dismissing Haigh. Count Thirteen — The defendants have intentionally inflicted emotional distress on Haigh and Norma Haigh. Count Fourteen — Virginians With Disabilities Act — The adverse employment actions were taken against Haigh, a heart disease sufferer, partly because of his disability, and in contravention of the terms of the Virginians With Disabilities Act, Va. Code §§ 51.01-41 through 46. Count Fifteen — Tortious Interference With Potential Employment — Defendants’ actions concerning Haigh’s potential employers were in contravention to the duties imposed on them under Va. Code § 40.1-27. Count Sixteen — Attorneys’ fees and costs. Defendants deny liability on any and all counts, and, by motion and accompanying memorandum pursuant to Fed.R.Civ.P. 12(b)(1) and (6), seek dismissal of a number of Counts. Plaintiffs responded by way of memorandum, and defendants replied to that response. A hearing was held on the motion on September 22, 1987, at which time plaintiffs sought a delay in the Court’s ruling to enable discovery to proceed so that certain issues could be more fully and accurately addressed. Subsequently, plaintiffs were permitted to file a Second Amended Complaint, after which defendants were allowed to file a supplemental memorandum. That memorandum has now been filed, and the motion is ripe for decision. The issues presented by the motion are set out in the following section of this Memorandum and Order. ISSUES Defendants present eleven issues in connection with their motion to dismiss. Issue I — Does Count Four fail to state a cause of action for defamation against defendant Kanow? Issue II — Does Count Five fail to state a claim under 42 U.S.C. § 1985(3) or § 1985(2)? Issue III — Must Count Six be dismissed because (a) it fails to state a claim for an antitrust violation, and (b) Haigh lacks standing to bring this claim? Issue IV — Must Count Seven be dismissed because this Court lacks subject-matter jurisdiction over the Title VII claim? Issue V — Does Count Nine fail to state a cause of action for breach of contract? Issue VI — Does Count Ten fail to state a claim for tortious interference with contractual rights? Issue VII — Does Count Eleven fail to state a claim for fraudulent representations? Issue VIII — Does Count Twelve fail to state a claim for unjust dismissal in violation of public policy? Issue IX — Must Count Thirteen be dismissed because (1) this Court lacks subject-matter jurisdiction over Haigh’s claim for emotional distress, and (2) Haigh and Norma Haigh have failed to state a cause of action for emotional distress? Issue X — Does Count Fifteen fail to state a cause of action for tortious interference with potential employment? Issue XI — Must Count Sixteen be dismissed because no cause of action exists for the recovery of attorneys’ fees and costs? Discussion Issue I In Count Four, Haigh alleges that defendant Kanow defamed him at a Panasonic sales meeting. The allegation is spelled out in Paragraph 122 of the Second Amended Complaint: On or about April 24, 1987, at Panasonic’s national sales meeting in Las Vegas, Nevada, Kanow told a group of Panasonic employees that Haigh had applied for employment with Luskin[’]s, Inc., but that “Luskin[’]s would not give him the time of day.” According to witnesses, the implication was that because of Haigh’s poor job performance at Panasonic, he was not capable of managing the new Luskin[’]s stores in Richmond. In fact, Haigh was clearly qualified and capable for the job since he had managed similar stores while he was employed by Ward’s TV (predecessor of Circuit City), and had established a good reputation in the Richmond electronics market through his association with Best, Circuit City, Dominion Pottery, and other area wholesalers. Haigh seeks to hold Kanow and Panasonic liable, claiming the statement to be defamation per se. These defendants present a two-fold argument. First, they contend that the statement is one of opinion, not fact, and thus cannot form the basis of a defamation claim. Second, they argue that the statement does not constitute defamation per se. Although the statement in question was uttered in Nevada, it has long been held that “words actionable at common law may be sued on in a common-law action in any jurisdiction where the defendant may be found.” Davis v. Heflin, 130 Va. 169, 172, 107 S.E. 673, 674 (1921). Turning first to the defamation per se issue, the common law prescribed four instances in which words are actionable per se: (1) Those which impute to a person the commission of some criminal offense involving moral turpitude, for which the party, if the charge is true, may be in-dieted and punished. (2) Those which impute that a person is infected with some contagious disease, where if the charge is true, it would exclude the party from society. (3) Those which impute to a person unfitness to perform the duties of an office or employment of profit, or want of integrity in the discharge of the duties of such an office or employment. (4) Those which prejudice such person in his or her profession or trade. Carwile v. Richmond Newspapers, 196 Va. 1, 7, 82 S.E.2d 588, 591 (1954). Defamatory words not falling within these categories must, in order to be actionable, be supported by special damages. Id. Moreover, in a situation such as the instant one, “the words must contain an imputation that is ‘necessarily hurtful’ in its effect upon plaintiff’s business and must affect him in his particular trade or occupation.” Fleming v. Moore, 221 Va. 884, 889-90, 275 S.E.2d 632, 636 (1981), cert. denied, 472 U.S. 1032, 105 S.Ct. 3513, 87 L.Ed.2d 643 (1985). The allegation taken as true, complete with all contextual inferences and imputations drawn in Haigh’s favor, would prejudice Haigh in his profession. A gross misrepresentation of Haigh’s job performance would be an obtrusive stumbling block to his gaining other employment. Turning now to the opinion/fact dispute, it must first be noted that the court, and not the jury, must decide as a matter of law whether an allegedly defamatory statement is one of opinion or one of fact. Chaves v. Johnson, 230 Va. 112, 119, 335 S.E.2d 97, 102 (1985). Statements of opinion are absolutely protected under the first amendment. Gertz v. Robert Welch, Inc., 418 U.S. 323, 339, 94 S.Ct. 2997, 3006, 41 L.Ed.2d 789 (1974). Defendants argue that Kanow’s alleged utterance, “Luskin[’]s would not give him [Haigh] the time of day,” must, in any plain and ordinary sense, be construed as an opinion. “[I]t is a general rule that allegedly defamatory words are to be taken in their plain and natural meaning and to be understood by courts and juries as other people would understand them, and according to the sense in which they appear to have been used.” Carwile, 196 Va. at 7, 82 S.E.2d at 591-92. However, a court must not view the statement in a vacuum; rather, fair inferences and innuendoes must be considered, not to enlarge the meaning of the words, but to explain their usage. Id. at 8, 82 S.E.2d at 592; Guide Publishing Co. v. Futrell, 175 Va. 77, 87-88, 7 S.E.2d 133, 138 (1940). In recent years, several United States Courts, of Appeals have wrestled with the fact/opinion dilemma, devising a test to be applied in consideration of such an issue. Janklow v. Newsweek, Inc., 788 F.2d 1300 (8th Cir.), cert. denied, — U.S. -, 107 S.Ct. 272, 93 L.Ed.2d 249 (1986); Oilman v. Evans, 750 F.2d 970 (D.C.Cir.1984), cert. denied, 471 U.S. 1127, 105 S.Ct. 2662, 86 L.Ed.2d 278 (1985). The Fourth Circuit accepted and applied this test in Potomac Valve & Fitting Inc. v. Crawford Fitting Co., 829 F.2d 1280, 1287-90 (4th Cir.1987). The test consists of four parts, which will be referred to as precision, verifiability, context, and setting. Under the precision prong, the inquiry becomes whether the words, taken in a common and ordinary way, are sufficiently precise, specific, and well-defined so as to be interpreted as statements of fact or ones containing clear factual implications. Oilman, 750 F.2d at 979-80. Vague and imprecise statements are difficult to categorize as fact. Janklow, 788 F.2d at 1302. In accordance with the verifiability prong, the court must examine whether the statements are “objectively capable of proof or disproof.” Oilman, 750 F.2d at 981. If the statements are not subject to verifiability, they cannot be looked upon as “fact.” Janklow, 788 F.2d at 1302. However, if the statements are verifiable, they may still qualify as opinion “if it is clear from any of the three remaining Oilman fators, individually or in conjunction, that a reasonable reader or listener would recognize its weakly substantiated or subjective character — and discount it accordingly.” Potomac Valve & Fitting Inc., 829 F.2d at 1288. The context prong involves a consideration of just that, the context in which the words are spoken, as opposed to a tunnelvision review of the bald statement itself. The whole, rather than a miniscule part, of the conversation, speech, or writing must be taken into account. Oilman, 750 F.2d at 982. In a similar vein, the setting or “social context” in which the words were spoken, must also be considered. “Some types of writing or speech by custom or convention signal to readers or listeners that what is being read or heard is likely to be opinion, not fact.” Id. at 983 (footnote omitted). Applying the test to the allegations now before the Court, attention is immediately drawn to the context and setting prongs of the equation. Haigh, taking the words allegedly uttered by Kanow, seeks to draw the inference that “Kanow knowingly and intentionally falsely intimated that Haigh was not qualified for or worthy of consideration for any job with Luskin[’]s.” Second Amended Complaint, at Paragraph 187. Haigh would have the Court believe that the presence of Panasonic employees at the Las Vegas meeting, and the discussion of Haigh’s job performance and his potential employment with Luskin’s provided the context and setting in which a listener would readily accept the representations as fact. This scenario is a conceivable one, and, as such, the motion to dismiss must be denied. The issue now before the Court illustrates one important distinction between Rule 12(b)(6) motions to dismiss and motions for summary judgment: the latter can be decided with the benefit of some degree of factual development; the former must be decided mainly on plaintiff’s legal theories. The essentially legal nature of Rule 12(b)(6) determinations is a function of the familiar federal principle of notice pleading, which “is made possible by the liberal opportunity for discovery and the other pretrial procedures established by the Rules to disclose more precisely the basis of both claim and defense and to define more narrowly the disputed facts and issues.” Conley v, Gibson, 355 U.S. 41, 47-48, 78 S.Ct. 99, 102-03, 2 L.Ed.2d 80 (1957). It may very well come to pass that, through the use of affidavits and/or deposition testimony, defendants will provide undisputable evidence that Kanow’s statement, if spoken at all, was readily meant and understood to be a statement of opinion. At this juncture, however, the Court cannot so hold. Issue II Count Five concerns both 42 U.S.C. § 1985(3) and § 1985(2). Defendants argue that the entire count must be dismissed for failure to state a claim under either section. (a) 42 U.S.C. § 1985(3). Haigh alleges that defendants Panasonic, Willner, Berman, Adamyk, Latini, Gold, Kellner, Weber, and Wolfe unlawfully conspired to deprive Haigh, and others similarly situated, of their civil rights. Haigh claims the alleged conspiracy resulted in discrimination against him on the basis of age, race and religion, and that the conspiracy constituted an unlawful attempt to prevent him from receiving his employee benefits under ERISA. He seeks compensatory and punitive damages. 42 U.S.C. § 1985(3) reads as follows: If two or more persons in any State or Territory conspire or go in disguise on the highway or on the premises of another, for the purpose of depriving, either directly or indirectly, any person or class of persons of the equal protection of the laws, or of equal privileges and immunities under the laws; or for the purpose of preventing or hindering the constituted authorities of any State or Territory from giving or securing to all persons within such State or Territory the equal protection of the laws; or if two or more persons conspire to prevent by force, intimidation, or threat, any citizen who is lawfully entitled to vote, from giving his support or advocacy in a legal manner, toward or in favor of the election of any lawfully qualified person as an elector for President or Vice President, or as a Member of Congress of the United States; or to injure any citizen in person or property on account of such support or advocacy; in any case of conspiracy set forth in this section, if one or more persons engaged therein do, or cause to be done, any act in furtherance of the object of such conspiracy, whereby another is injured in his person or property, or deprived of having and exercising any right or privilege of a citizen of the United States, the party so injured or deprived may have an action for the recovery of damages occasioned by such injury or deprivation, against any one or more of the conspirators. The United States Supreme Court, in Griffin v. Breckenridge, 403 U.S. 88, 102-03, 91 S.Ct. 1790, 1798-99, 29 L.Ed.2d 338 (1971), has spelled out the requirements for a § 1985(3) action: To come within the legislation a complaint must allege that the defendants did (1) “conspire or go in disguise on the highway or on the premises of another” (2) “for the purpose of depriving, either directly or indirectly, any person or class of persons of the equal protection of the laws, or of equal privileges and immunities under the laws.” It must then assert that one or more of the conspirators (3) did, or caused to be done, “any act in furtherance of the object of [the] conspiracy,” whereby another was (4a) “injured in his person or property” or (4b) “deprived of having and exercising any right or privilege of a citizen of the United States.” Defendants argue that Haigh fails to state a claim under this statute because the conspiracy element of the equation has not been satisfied. Specifically, defendants contend that agents of a single corporation cannot form a conspiracy to terminate a person’s employment within the meaning of § 1985(3). This position has occasionally been dubbed the “intracorporate exception” to the general rule concerning civil conspiracy, see Stathos v. Bowden, 728 F.2d 15, 20 (1st Cir.1984), but within this Circuit has been referred to as the “intracorporate conspiracy doctrine.” John C. Holland Enterprises, Inc. v. J.P. Mascaro & Sons, Inc., 653 F.Supp. 1242, 1248, (E.D.Va.1987). There exists a split of authority on the question of the applicability of the intracorporate conspiracy doctrine to § 1985 actions. See generally Walker v. Woodward Governor Co., 631 F.Supp. 91, 92-95 (N.D.Ill.1986). The Seventh Circuit established the framework of the debate in Dombroski v. Dowling, 459 F.2d 190, 196 (7th Cir.1972): We also believe that the statutory requirement that “two or more persons ... conspire or go in disguise on the highway,” is not satisfied by proof that a discriminatory business decision reflects the collective judgment of two or more executives of the same firm. We do not suggest that an agent’s action within the scope of his authority will always avoid a conspiracy finding. Agents of the Klan certainly could not carry out acts of violence with impunity simply because they were acting under orders from the Grand Dragon. But if the challenged conduct is essentially a single act of discrimination by a single business entity, the fact that two or more agents participated in the decision or in the act itself will normally not constitute the conspiracy contemplated by this statute. The Second Circuit has adopted this reasoning. Girard v. 94th Street and Fifth Avenue Corp., 530 F.2d 66, 70-72 (2d Cir.), cert. denied, 425 U.S. 974, 96 S.Ct. 2173, 48 L.Ed.2d 798 (1976). Moreover, the Dombroski rationale has received some favorable reviews in our own Fourth Circuit. See Bellamy v. Mason’s Stores, Inc., 508 F.2d 504, 508 (4th Cir.1974) (Boreman, J., concurring); Eggleston v. Prince Edward Volunteer Rescue Squad, Inc., 569 F.Supp. 1344, 1352 (E.D.Va.1983), aff'd mem., 742 F.2d 1448 (4th Cir.1984) (“a § 1985 conspiracy cannot occur within a corporation or agency where the parties act in furtherance of their corporate responsibilities”); Fowler v. Department of Education, 472 F.Supp. 121, 122 (E.D.Va.1978). On the other side of the debate are found the First, Stathos, 728 F.2d at 20-21, and Third Circuits, Novotny v. Great Ameri can Federal Savings and Loan Association, 584 F.2d 1235, 1257-59 (3d Cir.1978), vacated and remanded on other grounds, 442 U.S. 366, 99 S.Ct. 2345, 60 L.Ed.2d 957 (1979). The Stathos court articulated the rationale behind this position: We doubt that this “intracorporate” exception should be read broadly. The cases employing it have rested in large part on precedent drawn from the antitrust field, where considerations underlying the need for an “intracorporate” exception to ordinary conspiracy principles are very different. The evil at which the “conspiracy” section of the Sherman Act, 15 U.S.C. § 1, is aimed is an evil that exists only when two different business enterprises join to make a decision, such as fixing a price, that in a competitive world each would take separately. Moreover, an individual decision to do the same thing is not only legitimately socially useful but also may often require joint decisionmaking by managers within a single enterprise. Where “equal protection” is at issue, however, one cannot readily distinguish in terms of harm between the individual conduct of one enterprise and the joint conduct of several. Nor can one readily identify desirable social conduct as typically engaged in jointly by the officers of a single enterprise. Thus, the boundaries of an “intracorporate” exception to the § 1985(3) conspiracy provision should be narrower than in antitrust. Indeed, we do not see why they should extend — if at all — beyond the ministerial acts of several executives needed to carry out a single discretionary decision. Stathos, 728 F.2d at 20-21 (citations omitted, emphasis in original). Although it is sometimes difficult to discern the precise position of courts which have addressed the § 1985 intracorporate conspiracy doctrine, it is apparent that exceptions to the doctrine have been recognized. For example, the court in Weaver v. Gross, 605 F.Supp. 210, 215 (D.D.C.1985), held that an exception should apply for actions “taken solely for personal, non-business motivations.” Other courts have noted an exception “where individual defendants are also named and those defendants act outside the scope of their employment for personal reasons.” Garza v. City of Omaha, 814 F.2d 553, 556 (8th Cir.1987). Although couched in slightly different language, the Weaver and Garza analyses would most likely yield the same results. Yet another exception has been promoted in the situation where employees of a single corporation allegedly commit a series of discriminatory acts rather than a single act of discrimination. Craft v. Board of Trustees of University of Illinois, 516 F.Supp. 1317, 1324 (N.D.Ill.1981), aff'd, 793 F.2d 140 (7th Cir.1986) (issue not addressed on appeal); Rackin v. University of Pennsylvania, 386 F.Supp. 992, 1005-06 (E.D.Pa.1974). This view has been criticized in Coley v. M & M Mars, Inc., 461 F.Supp. 1073, 1076 (M.D.Ga.1978). The Fourth Circuit has addressed, and seemingly resolved the question of what approach is to be followed by this Court. In Buschi v. Kirven, 775 F.2d 1240 (4th Cir.1985), plaintiffs charged the defendant state officials and employees with, inter alia, violations of 42 U.S.C. § 1983 and 42 U.S.C. § 1985(3). There, the court focused on the applicability of the doctrine in the context of civil rights law. Though the doctrine has been criticized, this intracorporate conspiracy doctrine was recognized and adopted by us in Greenville Publishing Co., Inc. v. Daily Reflector, Inc., 496 F.2d 391, 399 (4th Cir.l974)[.] This is not to say that there have not been exceptions to the doctrine in certain of the cases____ We applied such an exception in Greenville Publishing, where, after stating that “[w]e agree with the general rule” as stated in the intracorporate conspiracy doctrine in Nelson Radio [ & Supply Co. v. Motorola, Inc., 200 F.2d 911 (5th Cir.1952), cert. denied, 345 U.S. 925 [73 S.Ct. 783, 97 L.Ed. 1356] (1953)], we added that “an exception may be justified when the officer has an independent personal stake in achieving the corporation’s illegal objective.” 496 F.2d at 399. Buschi, 775 F.2d at 1252 (citations omitted). See also Ridgeway Coal Co. v. FMC Corp., 616 F.Supp. 404, 408-09 (S.D.W.Va.1985). In the instant case, the allegation is that Panasonic and eight of its employees conspired to deprive Haigh of his civil rights. Obviously then, the doctrine is operative in the absence of the “personal stake” exception. On this point, Haigh has not alleged that any individual defendant has an interest in this controversy other than that which concerns his employment with Panasonic. Accordingly, the § 1985(3) claim will be dismissed. (b) 42 U.S.C. § 1985(2). Haigh also alleges that defendants Panasonic, Willner, Wolfe, Kellner, and Adamyk have conspired to deter the truthful testimony of certain witnesses, and have also coerced Best Products employees to provoke commentary which reflects dis-favorably on Haigh. Haigh claims damages for violation of 42 U.S.C. § 1985(2). This section reads as follows: If two or more persons in any State or Territory conspire to deter, by force, intimidation, or threat, any party or witness in any court of the United States from attending such court, or from testifying to any matter pending therein, freely, fully, and truthfully, or to injure such party or witness in his person or property on account of his having so attended or testified, or to influence the verdict, presentment, or indictment of any grand or petit juror in any such court, or to injure such juror in his person or property on account of any verdict, presentment, or indictment lawfully assented to by him or of his being or having been such juror; or if two or more persons conspire for the purpose of impeding, hindering, obstructing, or defeating, in any manner, the due course of justice in any State or Territory, with intent to deny to any citizen the equal protection of the laws, or to injure him or his property for lawfully enforcing, or attempting to enforce, the right of any person, or class of persons, to the equal protection of the laws; [T]he party so injured or deprived may have an action for the recovery of damages occasioned by such injury or deprivation, against any one or more of the conspirators. Haigh’s claim must fall. As with the § 1985(3) analysis, the intracorporate conspiracy doctrine is applicable. See Fowler, 472 F.Supp. at 122. Having so found, this Court need not address the question of Haigh’s standing to bring a § 1985(2) claim based on allegations of pre-trial intimidation of others. For a discussion of this issue, see MalleyDuff & Associates, Inc. v. Crown Life Insurance Co., 792 F.2d 341 (3d Cir.1986), aff'd, — U.S. -, 107 S.Ct. 2759, 97 L.Ed.2d 121 (1987) (§ 1985(2) issue not addressed by Supreme Court); Miller v. Glen & Helen Aircraft, Inc., 777 F.2d 496 (9th Cir.1985); Chahal v. Paine Webber Inc., 725 F.2d 20 (2d Cir.1984); Kimble v. D.J. McDuffy, Inc., 648 F.2d 340 (5th Cir.) (en banc), cert. denied, 454 U.S. 1110, 102 S.Ct. 687, 70 L.Ed.2d 651 (1981); Burch v. Snider, 461 F.Supp. 598 (D.Md.1978). Issue III In Count Six of the Second Amended Complaint Haigh alleges that adverse employment actions were taken against him by Panasonic, Willner, Berman, Adamyk, Kellner, and Wolfe because of his refusal to participate in and encourage alleged price-fixing schemes. Haigh seeks to hold these defendants liable under 15 U.S.C. § 15(a) and Va.Code § 59.1-9.12. Defendants move to dismiss, arguing that Haigh (a) has not suffered an antitrust injury, and (b) has no standing to sue. Although the antitrust injury and standing arguments tend to merge, the analyses should remain distinct. See, e.g., Local Beauty Supply, Inc. v. Lamaur, Inc., 787 F.2d 1197, 1201 (7th Cir.1986). Before proceeding to that analyses, however, the core precedential framework of the inquiries should be established. In 1982, two Circuits, the Seventh and the Ninth, had occasion to consider the claims of employees who alleged that they were fired or forced to resign for refusal to participate in illegal price-fixing schemes. In In Re Industrial Gas Antitrust Litigation (Bichan v. Chemetron Corp.), 681 F.2d 514 (7th Cir.1982), cert. denied, 460 U.S. 1016, 103 S.Ct. 1261, 75 L.Ed.2d 487 (1983), the court held that plaintiff had not sustained an antitrust injury and had no standing to bring the action. In contrast, the Ninth Circuit, by split decision, in Ostrofe v. H.S. Crocker Co., 670 F.2d 1378 (9th Cir.1982) [“Ostrofe I”] vacated and remanded, 460 U.S. 1007, 103 S.Ct. 1244, 75 L.Ed.2d 475 (1983), on remand, 740 F.2d 739 (9th Cir.1984) [“Ostrofe II”], cert. dismissed, 469 U.S. 1200,105 S.Ct. 1155, 84 L.Ed.2d 309 (1985), reached the exact opposite conclusions. The unsuccessful litigants in both cases sought review by the Supreme Court. Meanwhile, that Court handed down its decision in Associated General Contractors of California, Inc. v. California State Council of Carpenters, 459 U.S. 519, 103 S.Ct. 897, 74 L.Ed.2d 723 (1983). There, the Court attempted to clarify the question of who may sue under Section 4 of the Clayton Act, 15 U.S.C. § 15. Thereafter, the Court denied certiorari in Bichan, 460 U.S. 1016, 103 S.Ct. 1261, 75 L.Ed.2d 487 (1983), while vacating and remanding Ostrofe I, 460 U.S. 1007,103 S.Ct. 1244, 75 L.Ed.2d 475 (1983), for reconsideration in light of the opinion in Associated General Contractors. Upon remand, the Ninth Circuit, again with Judge Kennedy dissenting, continued to follow its earlier holding. Ostrofe II, 740 F.2d 739 (9th Cir. 1984). (a) Antitrust Injury In Brunswick v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 489, 97 S.Ct. 690, 697-98, 50 L.Ed.2d 701 (1977), the Supreme Court held that in order to maintain an antitrust action, plaintiffs must prove more than injury casually linked to an illegal presence in the market. Plaintiffs must prove antitrust injury, which is to say injury of the type the antitrust laws were intended to prevent and that flows from that which makes defendants’ acts unlawful. The injury should reflect the anticompetitive effect either of the violation or of anti-competitive acts made possible by the violation. It should, in short, be “the type of loss that the claimed violations ... would be likely to cause.” Zenith Radio Corp. v. Hazeltine Research, 395 U.S. [100], at 125 [89 S.Ct. 1562, at 1577, 23 L.Ed.2d 129 (1969) ]. (Emphasis in original, footnote omitted.) The courts in Ostrofe I and Bichan drew on this language from Brunswick in reaching their conclusions. For example, the Ninth Circuit wrote: “The central theme of Brunswick is that to be actionable under Section 4 [of the Clayton Act], plaintiff's injury should fall within the core of Congressional concern underlying the substantive provision of the antitrust laws allegedly violated.” Ostrofe I, 670 F.2d at 1387. The court went on to hold that plaintiff’s loss was related to antitrust laws, therefore, it concluded that plaintiff had sustained an antitrust injury. Id. at 1387-88. Bichan was critical of the Ninth Circuit’s interpretation of the language in Brunswick: We reject the Crocker [Ostrofe //holding. We believe Judge Kennedy’s dissent, maintaining that, under sound antitrust principles, a marketing director whose injury has nothing to do with the alleged anticompetitive conduct of price fixing has not sustained an “antitrust injury,” is the more reasoned analysis, and we adopt it here. We disagree with the majority analysis in Crocker for several reasons. First, we read Brunswick to hold that § 4 protects only those persons injured as consumers or competitors in a defined market or in a discrete area of the economy. Second, reading Brunswick in conjunction with Illinois Brick Co. v. Illinois, 431 U.S. 720, 97 S.Ct. 2061, 52 L.Ed.2d 707, rehearing denied, 434 U.S. 881, 98 S.Ct. 243, 54 L.Ed.2d 164 (1977), we are convinced that in fashioning the antitrust laws Congress was concerned with competition, not employee coercion or discharge. Thus, a mere relationship with the anticompetitive scheme is insufficient to bring the injured party within the scope of § 4; only where the injury is directly related to the scheme’s anticompetitive effect does § 4 apply. We decline to usurp the legislative role and rewrite the treble damages provision to extend antitrust protection beyond that dictated by established precedent and Congressional intent. Bichan, 681 F.2d at 519. The Ostrofe II court clung to its original holding, ruling that plaintiff's injury was such an “integral part” of the illegal scheme that it qualified as an antitrust injury. Ostrofe II, 740 F.2d at 746. The Third Circuit has subsequently rejected this analysis. Gregory Marketing Corp. v. Wakefem Food Corp., 787 F.2d 92, 96 (3d Cir.), cert. denied, — U.S. -, 107 S.Ct. 87, 93 L.Ed.2d 40 (1986). This court also rejects the Ostrofe analysis. The language of Brunswick, as analyzed and amplified by Bichan, leads to the unmistakable conclusion that Haigh’s injuries are not antitrust injuries. The Brunswick Court wrote that the injury should be “the type of loss that the claimed violations ... would be likely to cause.” Brunswick, 429 U.S. at 489, 97 S.Ct. at 697-98 (quoting Zenith Radio Corp., 395 U.S. at 125, 89 S.Ct. at 1577). In this case, the “claimed violations” consist of illegal price-fixing schemes. The “type of loss” likely to be caused by such schemes is sustained by competitors or consumers. Haigh’s transfer and “constructive termination” do not meet “these criteria.” (b) Standing Assuming arguendo that Haigh has suffered an antitrust injury, his standing to maintain an antitrust action is suspect. Any standing analysis must, as the commentary below explains, separate illegal boycotts or restraints against employees from indirect consequential injuries to employees. Cases involving the direct application of illegal restraints against one or more employees do not involve a complicated standing analysis. When a party intentionally engages in anticompetitive activity against specific parties, the victims have standing to sue the violator. The requirements of antitrust injury clearly are satisfied, giving the victims standing to bring treble damage actions. If an employee is not the object of the anticompetitive conduct, however, the situation is different. Without an independent illegal restraint of trade to create grounds for standing, the policies underlying antitrust laws come into play, and courts must consider the remoteness and antitrust nature of the injury in deciding whether the employee has standing to sue under the antitrust laws. Note, Standing of the Terminated Employee Under Section 4 of the Clayton Act, 25 Wm. & Mary L.Rev. 341, 355-56 (1983). As noted, the Ostrofe I and Bichan courts also split on this question. Ostrofe I, in holding that the plaintiff had standing, focused on the purposes of Section 4 (promote competition, etc.) and found that the plaintiff was in a unique position to promote those purposes by refusing to participate in the price-fixing scheme. As such, any injury that resulted from his promotion of those purposes should entitle him to bring suit. Ostrofe I, 670 F.2d at 1383-84. Bichan, on the other hand, found that the plaintiff’s injury was too “indirect” to confer standing upon him. Bichan, 681 F.2d at 520. The Supreme Court considered the antitrust standing issue in Associated General Contractors. There, a labor union was denied standing to bring a claim alleging a conspiracy among contractors and landowners to divert business to non-union groups. The Court, in refusing to grant standing, held, inter alia, that the alleged injury was not “the type that the antitrust statute was intended to forestall,” and that the union’s alleged injuries were too indirectly related to the conduct in question to confer standing. Associated General Contractors, 459 U.S. at 540, 103 S.Ct. at 909. Despite this holding the Ninth Circuit, on remand of Ostrofe, stated: “[W]e believe nonetheless that allowing Ostrofe standing would be a sound interpretation of Section 4.” Ostrofe II, 740 F.2d at 746. This view has received support, Donahue v. Pendleton Woolen Mills, Inc., 633 F.Supp. 1423, 1437-39 (S.D.N.Y.1986), and criticism, Winther v. DEC International, Inc., 625 F.Supp. 100, 102-03 (D.Colo.1985). Again, this Court must reject the Ostrofe analysis. As with the antitrust injury examination, the issues of purpose and directness are key considerations. Associated General Contractors, 459 U.S. at 540, 103 5.Ct. at 909. Allowing Haigh to maintain this action would not promote the essential purposes of Section 4 of the Clayton Act. Moreover, the alleged illegal activity was not designed to injure Haigh, but any injury to him came about merely as an indirect consequence to fulfillment of the plan. Furthermore, there exist two other legitimate reasons for denying standing to Haigh. First, as noted earlier, the Supreme Court, in the wake of Associated General Contractors, denied certiorari in Bichan, yet vacated and remanded Ostrofe I for reconsideration. Judge Kennedy, in his Ostrofe II dissent, was struck by these actions. [B]y reaffirming Ostrofe I, the majority creates a conflict with the Seventh Circuit in Bichan v. Chemetron Corp., 681 F.2d 514 (7th Cir.1982), cert. denied, 460 U.S. 1016, 103 S.Ct. 1261, 75 L.Ed.2d 487 (1983). To say, as the majority does, that the Supreme Court does not worry about circuit conflict when it comes to antitrust standing, see Majority Opinion at 747-748, is a strange way to interpret the Supreme Court’s order vacating the majority’s first opinion. Bichan was an explicit consideration and rejection of the majority’s opinion in Ostrofe I, and the Supreme Court chose to deny certiorari in Bichan on the same day Ostrofe I was vacated. It is inappropriate for us to speculate on the reasons for declining the issuance of certiorari. But in answer to the majority, I think it appropriate to say that I doubt the Supreme Court values our reconsideration more than that of the Seventh Circuit, and it is patronizing for the majority to imply otherwise. Ostrofe II, 740 F.2d at 751 (Kennedy, J., dissenting). Finally, the Ninth Circuit itself appears to have, through subsequent explanation, lessened the import of the Ostrofe holdings. In Exhibitors’ Service, Inc. v. American Multi-Cinema, Inc., 788 F.2d 574, 580 (9th Cir.1986), the court, in distinguishing Ostrofe II, focused on Ostrofe’s presence as an “essential participant” in the price-fixing scheme, which could not succeed “without his active participation.” (Quoting Ostrofe II, 740 F.2d at 745-46). In the instant case, there is no allegation that Haigh was an “essential participant” in the scheme alleged in this case. As such, it is doubtful that even Ostrofe II would foreclose the dismissal of this Count. Issue IV Defendants, in initially presenting their motion to dismiss, argued that Count Seven (Title VII claim) should be dismissed on jurisdictional grounds. Haigh filed a discrimination charge with the Equal Employment Opportunity Commission (“EEOC”) on March 12, 1987. He filed the original Complaint in this Court on June 30, 1987, 110 days after the EEOC filing. 42 U.S.C. § 2000e — 5(f)(1) permits a private right of action if a charge filed with the EEOC is dismissed or if the EEOC has not commenced a civil action within 180 days from the filing. Haigh did not wait the requisite 180 days before filing his original Complaint. The issue, however, is now moot. Haigh’s Second Amended Complaint was filed on October 21, 1987. Haigh received his “Notice of Right to Sue” from the EEOC on September 10, 1987. Second Amended Complaint, Paragraph 145. Any jurisdictional defect has now been cured. Issue V Count Nine alleges that “Panasonic breached its verbal contract to employ Haigh until he retired (i.e., for twenty-one years) and its written contract (as set out in ... the employee manuals it issued to Haigh) not to unlawfully discriminate against its employees.” Second Amended Complaint, Paragraph 200. In its motion, Panasonic challenges the enforceability of the alleged verbal contract. The alleged written contract, based on Panasonic’s employee manuals, is not, for good reason, under challenge at this time. Thompson v. Kings Entertainment Co., 653 F.Supp. 871, 874 (E.D.Va.1987) (“terms and policies contained in an employee handbook can become part of a binding contract”). Panasonic’s contention is that an oral contract is unenforceable under the statute of frauds. Va.Code § 11-2(7) (oral contract not to be performed within one year cannot form the basis of an action). Haigh’s Second Amended Complaint alleges that he and Panasonic had an oral contract for his employment until retirement. The Complaint itself defines “until retirement” as twenty-one years. Having put this qualifier on the term “until retirement,” Haigh cannot now argue that the contract was capable of performance within a year. If this were the sole basis of the alleged oral contract, Haigh’s claim would surely be unenforceable under the statute of frauds. However, Count Nine realleges and incorporates by reference prior paragraphs of the Complaint. The Court’s attention is specifically drawn to Paragraphs 24 and 27. Paragraph 24 alleges that defendant Winner (Panasonic’s Vice President and General Manager of its Mid-Atlantic Group), told Haigh that he would have a job and financial security as long as he performed satisfactorily. Paragraph 27 alleges that Willner told Haigh, “If you keep up the good work, they can’t get rid of you.” In essence then, Haigh alleges that his original oral contract (for twenty-one years) was modified by Winner’s statements concerning job performance. As such, a good cause or just cause aspect can be inferred as a part of Haigh’s employment situation. While the more artful form of pleading would have included these just cause allegations within the Count Nine paragraphs, they cannot be disregarded by the Court. Judge MacKenzie of this Court has found that a just cause provision is properly considered in reviewing oral employment agreements. In Frazier v. Colonial Williamsburg Foundation, 574 F.Supp. 318, 320 (E.D.Va.1983), the judge wrote: In Virginia, an employment relationship is presumptively “at will” where no specific time limit is set on the length of employment. This presumption is rebutted when the employer promises that the relationship will end only for a good cause and the employee relies upon that promise. The promise then becomes enforceable and the employment relationship is no longer “at will”. Norfolk Southern Railway Co. v. Harris, 190 Va. 966, 59 S.E.2d 110 (1950). While the promise was embodied in a written contract in Norfolk Southern, the same general principle applies here. Contrary to the defendant’s suggestion, the Statute of Frauds, Va.Code § 11-2(7) (1978), is not triggered here. A writing is not needed so long as the contract can be performed within a year, even if only by some improbable event. Silverman v. Bernot, 218 Va. 650, 239 S.E.2d 118 (1977). The contract which Frazier alleges could be performed within one year since, for example, Frazier could have been discharged for good cause within a year of having been hired. Frazier, 574 F.Supp. at 320. In Silverman, the court found that the parties expected the employment contract would be performed if plaintiff worked for defendant until the age of sixty-two (more than one year), or until defendant’s death, whichever came first. The court held that since performance of the contract, through the death of the defendant, could have taken place within one year, then the contract did not fall within the statute of frauds. It mattered not that the occurrence of the triggering event was improbable, only that it was reasonable and possible. Silverman, 218 Va. 650, 655, 239 S.E.2d 118, 121 (1977). Judge MacKenzie, using Norfolk Southern as authority, applied the Silverman analysis to the just cause situation. However, a recent commentary criticized Frazier, arguing that Norfolk Southern was misapplied. Marshall & Wicker, The Status of the At-Will Employment Doctrine in Virginia After Bowman v. State Bank of Keysville, 20 U.Rich.L.Rev. 267, 285-86 (1986). Norfolk Southern involved a written collective bargaining agreement under which the railroad agreed not to discipline or dismiss its engineers “without a just cause.” Norfolk Southern, 190 Va. at 976, 59 S.E.2d at 111. The case involved the employment-at-will doctrine, not the statute of frauds. The commentators have written: [I]n Frazier v. Colonial Williamsburg Foundation, the federal court erroneously applied Norfolk Southern Railway Co. v. Harris and implied a “just cause for termination” provision even though there was no written contract (such as the collective bargaining agreement relied on in Norfolk Southern). [T]he court misinterpreted Virginia’s law concerning the Statute of Frauds. In Silverman v. Bernot, the Virginia Supreme Court distinguished between termination by operation of law and completion by performance. The Frazier court did not. In Frazier, the court ruled that the Statute of Frauds did not bar enforcement of an alleged oral agreement to dismiss the plaintiff only for just cause. In stating that the oral contract could have been performed within one year because the plaintiff could have been discharged for good cause within his first year of employment, the court in Frazier failed to recognize the distinction between full performance and excusing performance. Had the plaintiff in Frazier been discharged for cause within his first year of employment, neither party would have fully “performed.” Rather, the plaintiff simply would have breached his promise to render satisfactory service, and his breach would have excused the employer from further performance. Because full performance within a year was not possible under the alleged oral agreement, the Frazier court should have held any “contract” unenforceable. Thus, Frazier misapplied Virginia law and should not be used as authority for creating a just cause standard absent a written contract. Marshall & Wicker, supra, at 285-86 (footnotes omitted). Members of this Court are generally reluctant to reject precedent from another judge of this district. See Hewitt v. Firestone Tire & Rubber Co., 490 F.Supp. 1358, 1364 n. 12 (E.D.Va.1980). However, this Court has concluded that the commentators’ analysis is an appropriate one, and that Frazier wrongly decided this point of law. This conclusion is most straightforwardly supported by the following language: A specification of a definite period of performance of a contract of employment which is for a year or longer, although qualified by making its continuance depend upon the character of the work, establishes that performance under the contract, as respects the one-year provision of the statute of frauds, is for a longer period than one year, prior termination being a breach, which may not be assigned as a reason for construing it as not within the statute. Thus, a contract for the employment of the plaintiff for “three (3) years from the date hereof, or for so much of such three (3) years as your results show the ability that you now claim to be able to give me,” was held to be within the statute of frauds in Wagniere v. Dunnell (1909) 29 RI 580, 73 A 309, 17 Ann Cas 205, inasmuch as it could be terminated by one party only upon breach by the other, and in the event of such a termination there would not be a performance of the contract. Annot., 28 A.L.R.2d 878, 880 (1953). See also id. (cases supporting). It is incumbent upon the Court to emphasize that this ruling in no way impairs the viability of a “just cause” provision in a written employment contract. Issue VI Count Ten alleges the following: “By slandering Haigh, conspiring to injure his business reputation, unlawfully demoting, and constructively terminating his employment, Panasonic, Willner, Berman, Adamyk, Kanow, Latini, Gold, Kellner, Weber,, and Wolfe tortiously interfered with Haigh’s contractual rights concerning his employment.” Second Amendment Complaint, Paragraph 202. This allegation fails to state a claim upon which relief can be granted. In Chaves v. Johnson, 230 Va. 112, 335 S.E.2d 97 (1985), the Virginia Supreme Court detailed the requisite elements of a tortious interference with contractual rights claim. The elements include (1) the existence of a valid business relationship or expectancy, (2) knowledge of that relationship or expectancy on the part of the interferor, (3) intentional interference with the relationship or expectancy, causing or inducing a breakdown of the relationship or expectancy, and (4) injury. Id. at 120, 335 S.E.2d at 102. The interferor cannot be a party to the contract or business relationship, but must occupy the position of a third party. Id. (citing Restatement (Second) of Torts § 766 (1977)). Here, it is abundantly clear that Haigh cannot maintain this action against Panasonic because his contention is that he had an employment contract with Panasonic. Panasonic, as the employer, cannot be guilty of tortiously interfering with an employment contract to which it was a party. See Welch v. Kennedy Piggly Wiggly Stores, Inc., 63 B.R. 888, 894 (W.D.Va.1986). Nonetheless, Haigh argues that the individual defendants are liable for this tort because, although employees of Panasonic, they acted outside the scope of their employment. Courts have held that an employee can be held liable in such a situation if he does not act in the interests of his employer. See, e.g., Stewart v. Ost, 142 Ill.App.3d 373, 375-76, 96 Ill.Dec. 846, 848, 491 N.E.2d 1306, 1308 (1986). On the other hand, if the employee acts within the scope of his duties and in furtherance of the employer’s wishes, the employee is deemed to be, in effect, an extension of the employer, and cannot be labeled as an interferor or third party. See Wells v. Thomas, 569 F.Supp. 426, 435 (E.D.Pa.1983); Murray v. Bridgeport Hospital, 40 Conn.Sup. 56, 60, 480 A.2d 610, 613 (1984). Moreover, so long as the employee is acting in furtherance of his employer’s business, he does not step outside the scope of his employment, even if his actions be ill-advised. Tri-State Coach Corp. v. Walsh, 188 Va. 299, 307, 49 S.E.2d 363, 367 (1948). In the instant case, the essence of Haigh’s allegations, and the central theme of the entire Complaint, is that officials of Panasonic, for a variety of reasons, set into motion a scheme to get rid of Haigh. The actions of “slandering Haigh, conspiring to injure his business reputation, unlawfully demoting, and constructively terminating his employment,” Second Amended Complaint, Paragraph 202, were allegedly carried out by the individual defendants to further Panasonic’s scheme to get rid of him. Although the scheme may have been illegal, it was nonetheless, according to Haigh, devised by Panasonic officials to further Panasonic’s interests (e.g., younger sales personnel, reduced liability for pension benefits). Having so alleged throughout his Complaint, Haigh cannot now assert, in response to the defendants’ motion, that the individual defendants were operating outside the scope of their employment. The individual defendants shall also be dismissed. Issue VII In Count Eleven of the Second Amended Complaint, Haigh alleges that “Panasonic’s employee manuals, Willner’s written and verbal representations, and Hopkins’ verbal representations concerning Haigh’s employee status constituted negligent representations clearly designed to induce Haigh to start and continue working for Panasonic.” Second Amended Complaint, Paragraph 204. Haigh concedes that the Virginia Supreme Court has not recognized the tort of negligent misrepresentation, yet argues that this Court should do so, adopting the reasoning of the court in D’Ulisse-Cupo v. Board of Directors of Notre Dame High School, 202 Conn. 206, 520 A.2d 217 (1987). In so urging, Haigh contends that this Court must predict whether the Virginia Supreme Court would recognize the tort of negligent misrepresentation. In support of this statement, Haigh cites to the following cases: Morrissey v. William Morrow & Co., 739 F.2d 962 (4th Cir.1984), cert. denied, 469 U.S. 1216, 105 S.Ct. 1194, 84 L.Ed.2d 340 (1985); Nature Conservancy v. Machipongo Club, Inc., 579 F.2d 873 (4th Cir.) (per curiam), cert. denied, 439 U.S. 1047, 99 S.Ct. 724, 58 L.Ed.2d 706 (1978); Walker v. Winchester Memorial Hospital, 585 F.Supp. 1328 (W.D.Va.1984); White v. American Motor Sales Corp., 550 F.Supp. 1287 (W.D.Va.1982), aff'd, 714 F.2d 135 (4th Cir.1983). In Morrissey, 739 F.2d at 967, and White, 550 F.Supp. at 1289, the courts were forced to choose between different views of the law on points which had not been addressed by the Virginia Supreme Court. In Nature Conservancy, 579 F.2d at 875, the court was faced with the problem of construing various Virginia statutes which had not been definitively interpreted by the Virginia Supreme Court, and resolved the issue by abstaining until a decision in a similar case was decided by that court. And in Walker, 585 F.Supp. at 1331, the court simply followed the Virginia Supreme Court’s lead on a similar, but not identical, point of agency law. This Court perceives a fundamental difference between the tasks required by the tribunals in the four abovementioned cases, and the invitation now put to this Court. Haigh asks this Court not to interpret statutes or choose between rules of law when the Virginia Supreme Court has not spoken. Instead, Haigh would have this Court create a new tort for the Commonwealth, i.e., make law. The Court, in declining the invitation, is mindful of the words of Judge Warriner: Plaintiff forgets that this Court is not only not the General Assembly of Virginia, the policy-making body of the Commonwealth, this Court is not even a common law court of the Commonwealth of Virginia. Whatever may be the proper role of appellate courts in making policy decisions on the basis of what they consider best for the people, I conceive the trial judge to be too busy, and properly so, trying lawsuits to permit myself the luxury, or arrogance, of gazing off into the mists to determine what social, legal, political, and moral strictures should be imposed upon the citizenry. As long as representative government exists, there is no excuse for a court arrogating to itself the authority to move the law along some purportedly wise or socially desirable path. Gravins v. International Playtex, Inc., 586 F.Supp. 251, 252 (E.D.Va.1984). Issue VIII Count Twelve alleges that Panasonic unjustly dismissed Haigh in violation of public policy. The Second Amended Complaint reads, in pertinent part, as follows: [B]y unjustly terminating Haigh’s employment in violation of 42 U.S.C., Sections 1981 and 1985, Title VII of the Civil Rights Act of 1964 (42 U.S.C., Sections 2000e et seq.), the Age Discrimination in Employment Act (29 U.S.C., Sections 621 et seq.%,) the Employee Retirement Income Security Act (29 U.S.C., Sections 1140 and 1141), the Virginians With Disabilities Act (Virginia Code, Section 51.01-41 et seq.), and in retaliation of Haigh’s refusal to participate in its unlawful price fixing activities (15 U.S.C., Section 1, et seq. and Virginia Code, Section 59.1-9.5), Panasonic violated the public policy of the Commonwealth of Virginia. Second Amended Complaint, Paragraph 206. Panasonic moves to dismiss on the grounds that (a) Haigh is preempted from alleging certain statutes as a basis for an unjust dismissal claim, and (b) Haigh does not allege a recognized public policy exception to the employment-at-will rule. The Court shall first address the latter point. In Bowman v. State Bank of Keysville, 229 Va. 534, 331 S.E.2d 797 (1985), the Virginia Supreme Court recognized an exception to the employment-at-will doctrine. There, the Court held that the employer was liable for the termination of two employees who also owned stock in the employer corporation. The employees were terminated for failure to vote their stock in accordance with the dictates of management. The court held that the terminations violated public policy in that Va. Code § 13.1-32 guarantees a stockholder the right to cast one vote for each share of stock held, without fear of intimidation. “Because the right conferred by statute is in furtherance of established public policy, the employer may not lawfully use the threat of discharge of an at-will employee as a device to control the otherwise unfettered discretion of a shareholder to vote freely his or her stock in the corporation.” Bowman, 229 Va. at 540, 331 S.E.2d at 801. Bowman was recently discussed in Miller v. SEVAMP, Inc., 234 Va. 462, 362 S.E.2d 915 (1987). There, the plaintiff alleged that her termination was in retaliation for exercising the rights given her in the employee handbook, i.e., to file grievances and testify freely before a grievance panel. The court distinguished Miller from Bowman in that Miller did not involve public policy established by existing laws, but instead concerned only private rights mandated by the employer’s regulations. The court refused to recognize exceptions to the employment-at-will doctrine that do not concern public policy. Miller, 234 Va. at 467-69, 362 S.E.2d at 918-19. Instructive for our purpose, however, is the court’s discussion of public policy. Bowman applied a “narrow exception to the employment-at-will rule,” id., but it fell far short of recognizing a generalized cause of action for the tort of “retaliatory discharge.” Declining to follow sweeping adoption of such a cause of ac