389 N.W.2d 876 (1986)

Carole LEWIS, et al., Respondents,
v.
The EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, petitioner, Appellant.

No. C8-84-1065.

Supreme Court of Minnesota.

July 3, 1986.

*880 John R. Kenefick, Kevin A. Berg, St. Paul, Robert M. Wattson, Scott M. Jefferson, Andrew W. Horstman, Minneapolis, for appellant.

James W. Kenney, Timothy R. Murphy, St. Paul, for respondents.

Heard, considered, and decided by the court en banc.

AMDAHL, Chief Justice.

Plaintiffs, Carole Lewis, Mary Smith, Michelle Rafferty, and Suzanne Loizeaux, former employees of defendant, the Equitable Life Assurance Society of the United States (company), all hired for indefinite, at-will terms, were discharged for the stated reason of "gross insubordination." They claim that they were discharged in breach of their employment contracts, as determined by an employee handbook, and that they were defamed because the company knew that they would have to repeat the reason for their discharges to prospective employers. A Ramsey county jury awarded plaintiffs compensatory and punitive damages. The Minnesota Court of Appeals affirmed the award but remanded on the issue of contract damages for future harm. We affirm in full the award of compensatory damages but reverse the award of punitive damages.

In spring 1980, the company hired plaintiffs as dental claim approvers in its St. Paul office. During the application process, a manager or supervisor of the company interviewed plaintiffs and assured them that if hired, their employment would continue as long as their production remained at a satisfactory level. Plaintiffs did not execute written contracts of employment. They were employed for an indefinite time pursuant to oral agreements, and each received a copy of the company's employee handbook. Among other topics, the handbook discussed policies regarding job security, dismissals, and severance pay.^[1]

In fall 1980, the company's Pittsburgh office requested assistance from its St. Paul office. Claim approvers from St. Paul were sent to Pittsburgh beginning in September. In October, plaintiffs, who had never traveled on company business before, were among two groups of employees sent to assist the Pittsburgh office for 2-week periods.

At the time plaintiffs departed for Pittsburgh, the company had written policies concerning travel expenses. Guidelines were set forth on the back of company expense report forms and in management manuals, and the company's St. Paul office manager was responsible for instructing prospective travelers regarding the company's policies. Because he was out of the office at the time the first group departed, the office manager delegated the responsibility to his secretary. A supervisor in the St. Paul office was given responsibility for advising the second group. Neither the secretary nor the supervisor had performed such duties prior to instructing plaintiffs. As a result, they did not review available written guidelines, they did not give plaintiffs any written instructions, and they did not tell plaintiffs that expense reports would have to be filed. Plaintiffs were *881 only orally given information on the company's daily allowances for meals and maid tips and they were told to keep receipts for hotel bills and airfare. In addition, each received a $1,400 travel advance which, having no instruction to the contrary, they spent in full.

When plaintiffs returned to St. Paul, each received a personal letter from management commending them on their job performance while in Pittsburgh. Upon their return, and after they had spent their travel advances, they were also informed for the first time that they would have to submit expense reports detailing their daily expenditures while in Pittsburgh. Plaintiffs complied with the company's request and prepared expense reports in which they attempted to reconstruct their expenses. Upon submission, however, they were asked to change the reports with respect to maid tips because the initial instructions had been erroneous. Plaintiffs complied with this second request. However, plaintiffs were yet again told to change their reports to reflect lower overall totals. Apparently, the company sought to recoup from each plaintiff approximately $200.^[2]

Not until late November 1980 did plaintiffs receive written guidelines for completing the expense reports. The guidelines differed from the instructions given prior to their departures. At this point, the company asked plaintiffs to make additional changes in their expense reports. Plaintiffs this time refused to make further changes, maintaining that the expenses shown on their original reports had been honestly and reasonably incurred and were submitted based upon the instructions they had received prior to leaving for Pittsburgh. The company did not dispute the claims that these expenses were honestly incurred.

Nevertheless, in January 1981, plaintiffs each received a letter from the office manager requesting again that they revise their expense reports. The letter set out still another, different set of guidelines to be followed. Additionally, three plaintiffs met individually with a manager from the company's Chicago office. At the meetings they were once again asked to change their expense reports to conform to company policies. They refused and were told that they were being put on probation. They were also warned, for the first time, that termination might be considered. At trial, company managers testified that the "probation" imposed on the three plaintiffs was not given in reference to the company's dismissal policies, but was primarily for the benefit of company management, to provide time to decide whether to terminate plaintiffs.

A week later, the office manager received orders from Chicago to obtain from two of the plaintiffs monies they had agreed to refund to the company and then to fire all four. The office manager called the two to his office and had them refund the money, saying nothing of the fact that they were to be terminated later that day. Late in the afternoon, he called each plaintiff to his office individually and again asked them to change their reports. When they stated that they were standing by their reports, he terminated them for "gross insubordination."^[3] Another employee *882 involved in the expense-account dispute was not terminated because she agreed to change her report and to refund $200 to the company.

Because they were fired for "gross insubordination," plaintiffs received no severance pay. Had they been fired for other reasons they would have been entitled to as much as one month's severance pay.

The company admitted that the production and performance of plaintiffs was at all times satisfactory and even commendable. Company managers acknowledged that plaintiffs should have been given more thorough instructions and that the company's written guidelines should have been reviewed prior to their departures for Pittsburgh. Management also admitted that the problems could have been avoided had plaintiffs been given proper guidelines prior to their departures.

In seeking new employment, plaintiffs were requested by prospective employers to disclose their reasons for leaving the company, and each indicated that she had been "terminated." When plaintiffs received interviews, they were asked to explain their terminations. Each stated that she had been terminated for "gross insubordination" and attempted to explain the situation. The company neither published nor stated to any prospective employer that plaintiffs had been terminated for gross insubordination. Its policy was to give only the dates of employment and the final job title of a former employee unless specifically authorized in writing to release additional information.

Only one plaintiff found employment while being completely forthright with a prospective employer about her termination by the company. A second plaintiff obtained employment after she misrepresented on the application form her reason for leaving the company. She did, however, explain the true reason in her interview. A third plaintiff obtained employment only when she left blank the question on the application form requesting her reason for leaving her last employment; the issue never arose in her interview. The fourth plaintiff has been unable to find full-time employment. All plaintiffs testified to suffering emotional and financial hardship as a result of being discharged by the company.

Breach of Contract Claim

On appeal, the company argues the following concerning plaintiffs' claims for breach of contract: (1) that the employee handbook did not affect the company's contractual relationship with plaintiffs; (2) that even if the handbook were found to contain provisions enforceable in contract, the company did not commit a breach; and (3) that the trial court prejudicially erred in its jury instructions.

1. Did employee handbook become part of plaintiffs' employment contracts?

It is undisputed that plaintiffs were hired for indefinite terms, had no written employment contracts, and could have left their employment with the company at any time. We have held that, as a general rule, such employment relationships may be terminated by the employer at any time without cause. Thomsen v. Independent School District No. 91, 309 Minn. 391, 244 N.W.2d 282 (1976); Cederstrand v. Lutheran Brotherhood, 263 Minn. 520, 117 N.W.2d 213 (1962); Skagerberg v. Blandin Paper Co., 197 Minn. 291, 266 N.W. 872 (1936). We have, however, followed the modern trend in recognizing exceptions to employment at will. See, e.g., Grouse v. Group Health Plan, Inc., 306 N.W.2d 114 (Minn.1981); Bussard v. College of St. Thomas, Inc., 294 Minn. 215, 200 N.W.2d 155 (1972). Specifically, we have determined that, under certain circumstances, employee handbook provisions may create *883 contractual obligations enforceable against an employer. Pine River State Bank v. Mettille, 333 N.W.2d 622 (Minn.1983).

In Pine River, we held that personnel handbook provisions, if they meet the requirements for formation of a unilateral contract, may become enforceable as part of the employment contract. 333 N.W.2d at 626-27. To create a binding unilateral contract, a promise of employment on particular terms of unspecified duration must be presented in the form of an offer and must be accepted by the employee. Id. at 626. The offer must be definite in form and must be communicated to the employee. Id. Here, definiteness is the only issue because the company acknowledges that the handbook was distributed and therefore communicated to each plaintiff at or near the time of her employment.

Whether a proposal constitutes an offer for a unilateral contract is determined by the outward manifestations of the parties, not by their subjective intentions. Cederstrand, 263 Minn. at 532, 117 N.W.2d at 221. The employee handbook sets forth the company's human resources policies. Among its provisions are sections on "Job Security" and "Dismissals." The section on job security appears to be no more than a general statement of policy: "Equitable seeks to ensure the job security of all salaried employees." General statements of policy do not meet the contractual requirements for an offer. Pine River, 333 N.W.2d at 626. The language on dismissals, however, is definite: "Except for misconduct serious enough to warrant immediate dismissal, no employee will be discharged without previous warning and a period in which to bring performance up to a satisfactory level."

The company argues that the language in its handbook is not definite enough to constitute an offer. We disagree. The language used clearly limits the right to freely dismiss employees and plainly states that in certain circumstances all employees are entitled to a warning and to a probationary period prior to dismissal. Further, the handbook states that only "serious misconduct" can constitute a ground for immediate dismissal. While the handbook does not contemplate every possible question regarding procedures for employee dismissals, the language is definite enough to permit a jury to conclude that plaintiffs received certain contractual rights. The precise nature of those rights is unclear, but where the terms of a contract are unclear, it is for a jury to determine the intent of the parties. See Diesel Truck Drivers Training School, Inc. v. Erickson, 256 N.W.2d 642, 645 (Minn.1977). A jury verdict will not be overturned on appeal unless it is manifestly and palpably contrary to the evidence, Stuempges v. Parke, Davis & Co., 297 N.W.2d 252, 256 (Minn.1980); and is such that no reasonable mind could find as did the jury. Belden Porter Co. v. Kimball Co., 303 Minn. 98, 99, 226 N.W.2d 310, 310 (1975). There is ample evidence here to support the jury's decision.

Because plaintiffs received handbooks at the time they began employment, their continued employment until discharged constituted acceptance of the offer of a unilateral contract and provided the necessary consideration for the offer. Pine River, 333 N.W.2d at 627. We therefore conclude that the handbook's dismissal provisions were part of plaintiffs' employment contracts.

2. Was there a breach?

We next consider whether the company breached its employment contracts with plaintiffs. In so doing we need only assess whether the evidence as a whole reasonably supports the jury's verdict. Lesmeister v. Dilly, 330 N.W.2d 95, 100 (Minn. 1983). The jury concluded that the company's actions breached its contractual obligations.

*884 The company offers three arguments in support of its position that a breach did not occur. First, it argues that the handbook's section on dismissals does not apply in plaintiffs' cases. The company relies on the first sentence of the section: "Dismissals usually come about because of an individual's indifference to work quality or attendance standards." It argues that this language limits application to attendance or performance problems, neither of which are issues here. There is, however, no explicit statement in the handbook that the section is limited to attendance or performance. The jury could reasonably conclude that the first sentence is an informative statement of fact rather than a limitation on the dismissal policy. This conclusion is supported by other language referring directly to the company's policy on "serious misconduct," which indicates that the scope of the section includes more than just problems of attendance or productivity.

Contractual terms are ambiguous if they are reasonably susceptible to more than one construction. Telex Corp. v. Data Products Corp., 271 Minn. 288, 291, 135 N.W.2d 681 685 (1965). Where ambiguity exists, and construction depends upon extrinsic evidence, the proper construction is a question of fact for the jury. Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn.1979). The issue whether the handbook provisions created a binding employment contract was fully litigated. The jury finding that the dismissal section applied to plaintiffs is supported by the evidence.

The company argues, secondly, that even if the dismissal section did apply to plaintiffs, it did not prohibit the company from terminating plaintiffs without cause but only required that the company provide warnings to plaintiffs. The jury could have reasonably concluded that, read as a whole, the dismissal provisions limited the company's rights to terminate at-will employees. In addition to a warning, the section provides for "a period in which to bring performance up to a satisfactory level." According to the provisions, no employee can be discharged without such a probationary period, except in cases of serious misconduct. Because the purpose of this period is to give the employee an opportunity to change his or her performance, the jury could have reasonably drawn the conclusion that the company's employees would be dismissed only for failing to adequately improve their performance or, in other words, for cause.

Finally, the company argues that even if the dismissal provisions fully apply, it committed no breach because it complied with the requirements of the provisions. It contends that the meetings held by management with each plaintiff from November 1980 through January 1981 served as warnings. It further argues that the fact plaintiffs were placed on probation a week prior to their terminations and were warned that discharge would be considered indicates full compliance with the handbook. The record, however, reveals clearly that the purpose of the meetings between management and plaintiffs was not to warn them about their "insubordination." The purpose of the meetings was to discuss the types of changes the company wanted made in the expense reports. The reason that there were numerous meetings over a 2- to 3-month period was because the company continually changed its position about what it wanted included in the expense reports. Also, prior to actually being placed on probation, plaintiffs were never told that they might be discharged. Finally, the record reveals that the "probations" given to plaintiffs prior to their dismissals were for the benefit of company management, to provide time to decide whether to terminate plaintiffs. On these facts, the jury could have found noncompliance with the dismissal provisions and breach of plaintiffs' employment agreements.

3. Jury Instructions

Regarding the breach of contract claim, the company lastly asserts that the *885 jury's verdict was prejudicially affected by erroneous instructions from the trial court. The company argues that the instructions misled the jury and compelled it to find that if a contract was proven the company had forfeited its right to freely terminate employees. The jury was instructed that the handbook provisions could become part of the employment contract only if the company "intended to give up its right to terminate the employment of its employees at will." The instructions are not a model of clarity. However, they must be reviewed as a whole, not as isolated statements taken out of context. Peterson v. Sorlien, 299 N.W.2d 123, 130 (Minn.1980). When considered as a whole, the instructions were not clearly erroneous or prejudicial. The cited instructions were given in the context of numerous other instructions that adequately and correctly dealt with nonperformance and breach of contract. The jurors were not compelled to find either that a contract had been formed or that the company had given up its right to terminate its employees at will.

The company asserts that the trial court misstated in its instructions the law with respect to covenants of good faith and fair dealing in employment contracts. The instructions stated: "In considering the terms of plaintiffs' employment agreements with [the company], you are also instructed that in all employment agreements the employer has a duty to exercise good faith and fair dealing in all relations with the employee." We have never decided whether such a condition of good faith is read into employment contracts. Wild v. Rarig, 302 Minn. 419, 441, 234 N.W.2d 775, 790 (1975).

The court of appeals refused to address this error in the jury instructions because no objection was made during trial. Lewis v. Equitable Life Assurance Society of the United States, 361 N.W.2d 875, 880 (Minn.App.1985). Objection, however, was made in the company's motion for a new trial. The court of appeals relied on our holding in Colby v. Gibbons, 276 N.W.2d 170, 178 (Minn.1979), that objections to jury instructions not made prior to jury sequestration could not be heard on review. Colby, however, involved objections to the wording of instructions. The objection that the company raises here involves a potentially fundamental error of law. Fundamental errors of law in jury instructions are reviewable on appeal so long as they have been assigned as errors in the motion for new trial. Minn.R.Civ.P. 51; Gryc v. Dayton-Hudson Corp., 297 N.W.2d 727, 738-39 (Minn.1980). The company has met this requirement.

Although the error the company assigns to the jury instructions is reviewable on appeal, reversal is not required unless the error in the instructions was prejudicial to the company. See McDonough v. Brite Lite Electric Co., 304 N.W.2d 28, 29 (Minn.1981). We conclude that the error in the instructions was not prejudicial. The erroneous instruction did not change the result against the company. We have already concluded that there was ample evidence to support the jury's findings that the handbook's dismissal provisions became part of plaintiffs' employment contracts and that those contracts were breached. The jury instructions concerning breach of contract did not link the determination of breach to the instruction of the duty to exercise good faith.^[4] Moreover, the instructions on awarding damages for breach of contract warned against *886 duplicative awards and essentially instructed the jury that the damages for breach were to be the "out-of-pocket losses" suffered by plaintiffs, including lost wages. There is nothing in the record or in the jury's award of damages on the breach of contract claim that suggests that additional damages were awarded for breach of a duty of good faith. In sum, the instruction on the duty in employment contracts to exercise good faith was erroneous and should not have been given; however, since there was substantial evidence of breach of the employment agreements independent of any breach of a duty of good faith, and since there were no additional damages awarded for the latter type of breach, we can find no prejudice to the company.

Defamation Claim

With regard to plaintiffs' defamation claims, the company argues that the trial court's conclusion of liability on the part of the company was erroneous because: (1) the only publications of the allegedly defamatory statement were made by plaintiffs; (2) the statement in question was true; and (3) the company was qualifiedly privileged to make the statement.

1. Publication

In order for a statement to be considered defamatory, it must be communicated to someone other than the plaintiff, it must be false, and it must tend to harm the plaintiff's reputation and to lower him or her in the estimation of the community. Stuempges, 297 N.W.2d at 255. Generally, there is no publication where a defendant communicates a statement directly to a plaintiff, who then communicates it to a third person. Restatement (Second) of Torts § 577, comment m (1977). Company management told plaintiffs that they had engaged in gross insubordination, for which they were being discharged. This allegedly defamatory statement was communicated to prospective employers of each plaintiff. The company, however, never communicated the statement. Plaintiffs themselves informed prospective employers that they had been terminated for gross insubordination. They did so because prospective employers inquired why they had left their previous employment. The question raised is whether a defendant can ever be held liable for defamation when the statement in question was published to a third person only by the plaintiff.

We have not previously been presented with the question of defamation by means of "self-publication." Courts that have considered the question, however, have recognized a narrow exception to the general rule that communication of a defamatory statement to a third person by the person defamed is not actionable. See, e.g., McKinney v. County of Santa Clara, 110 Cal.App.3d 787, 168 Cal.Rptr. 89 (1980); Colonial Stores, Inc. v. Barrett, 73 Ga. App. 839, 38 S.E.2d 306 (1946); Belcher v. Little, 315 N.W.2d 734 (Iowa 1982); Grist v. Upjohn Co., 16 Mich.App. 452, 168 N.W.2d 389 (1969); Bretz v. Mayer, 1 Ohio Misc. 59, 203 N.E.2d 665 (1963); First State Bank of Corpus Christi v. Ake, 606 S.W.2d 696 (Tex.Civ.App.1980). These courts have recognized that if a defamed person was in some way compelled to communicate the defamatory statement to a third person, and if it was foreseeable to the defendant that the defamed person would be so compelled, then the defendant could be held liable for the defamation.

Several courts have specifically recognized this exception for compelled self-publication *887 in the context of employment discharges. In an early Georgia case an appellate court was presented with an employee discharged for alleged improper conduct toward fellow employees. Colonial Stores, Inc. v. Barrett, supra. At that time, the War Manpower Commission required persons seeking employment to present a certificate of availability to prospective employers. The defendant employer who discharged the employee had written the reason for discharge on the employee's certificate of availability. The employee brought suit for defamation. The court, in affirming the trial court verdict in favor of the plaintiff, held that there "may be a publication when the sender intends or has reason to suppose that the communication will reach third persons, which happens, or which result naturally flows from the sending." 73 Ga.App. at 840, 38 S.E.2d at 307 (quoting 36 Corpus Juris § 172).

In a Michigan case, the plaintiff employee was discharged and subsequently brought a slander action against her former employer. Grist v. Upjohn Co., supra. She alleged that the defendant had given her false and defamatory reasons for her discharge and that she was forced to repeat the reasons to prospective employers in detailing her previous employment. The trial court instructed the jury that they could find a slanderous statement even though the statements by the defendant were made only to the plaintiff. Affirming the trial court's jury instruction, the Michigan appellate court held: "Where the conditions are such that the utterer of the defamatory matter intends or has reason to suppose that in the ordinary course of events the matter will come to the knowledge of some third person, a publication may be effected." 16 Mich.App. at 485, 168 N.W.2d at 406.

Most recently, a California court considered the question of compelled self-publication in the employment discharge context. McKinney v. County of Santa Clara, supra. A discharged deputy sheriff brought a claim of defamation against his former employer. The California appellate court recognized that liability for defamation may arise "where the originator of the defamatory statement has reason to believe that the person defamed will be under a strong compulsion to disclose the contents of the defamatory statement to a third person after he has read it or been informed of its contents." 110 Cal.App.3d at 796, 168 Cal.Rptr. at 93-94 (emphasis in original). The court's rationale for imposing liability on a defendant for the foreseeable republication by a plaintiff of a defamatory statement was based upon the "strong causal link" between the defendant's actions and the damage caused by the republication. The court reasoned:

This causal link is no less strong where the foreseeable republication is made by the person defamed operating under a strong compulsion to republish the defamatory statement and the circumstances which create the strong compulsion are known to the originator of the defamatory statement at the time he communicates it to the person defamed.

Id. at 798-99, 168 Cal.Rptr. at 94.

The company presents two arguments against recognition of the doctrine of compelled self-publication. It argues that such recognition amounts to creating tort liability for wrongful discharge which, it asserts, has been rejected by this court. In Wild v. Rarig, 302 Minn. at 442, 234 N.W.2d at 790, we held that bad-faith termination of contract is not an independent tort of the kind that will permit a tort recovery. The company, however, misreads our holding regarding tort liability for wrongful discharge. We did not hold that the harm resulting from a bad-faith termination of a contract could never give rise to a tort recovery. Indeed, we recognized such a possibility by stating that a plaintiff is limited to contract damages "except in exceptional cases where the defendant's breach of contract constitutes or is *888 accompanied by an independent tort." Id. at 440, 234 N.W.2d at 789. If plaintiffs here can establish a cause of action for defamation, the fact that the defamation occurred in the context of employment discharge should not defeat recovery.

The company also argues that recognition of the doctrine of self-publication would discourage plaintiffs from mitigating damages. This concern does not appear to be a problem, however, if liability for self-publication of defamatory statements is imposed only where the plaintiff was in some significant way compelled to repeat the defamatory statement and such compulsion was, or should have been, foreseeable to the defendant. Also, the duty to mitigate can be further protected by requiring plaintiffs when they encounter a situation in which they are compelled to repeat a defamatory statement to take all reasonable steps to attempt to explain the true nature of the situation and to contradict the defamatory statement. In such circumstances, there would be no voluntary act on the part of a plaintiff that would constitute a failure to mitigate. This point is clearly illustrated by the present action. The company points to no reasonable course of conduct that plaintiffs could have taken to mitigate their damages.

The trend of modern authority persuades us that Minnesota law should recognize the doctrine of compelled self-publication. We acknowledge that recognition of this doctrine provides a significant new basis for maintaining a cause of action for defamation and, as such, it should be cautiously applied. However, when properly applied, it need not substantially broaden the scope of liability for defamation. The concept of compelled self-publication does no more than hold the originator of the defamatory statement liable for damages caused by the statement where the originator knows, or should know, of circumstances whereby the defamed person has no reasonable means of avoiding publication of the statement or avoiding the resulting damages; in other words, in cases where the defamed person was compelled to publish the statement. In such circumstances, the damages are fairly viewed as the direct result of the originator's actions.

Properly applied, the doctrine of compelled self-publication does not unduly burden the free communication of views or unreasonably broaden the scope of defamation liability. Accordingly, we hold that in an action for defamation, the publication requirement may be satisfied where the plaintiff was compelled to publish a defamatory statement to a third person if it was foreseeable to the defendant that the plaintiff would be so compelled.

In the present action, the record indicates that plaintiffs were compelled to repeat the allegedly defamatory statement to prospective employers and that the company knew plaintiffs would be so compelled. The St. Paul office manager admitted that it was foreseeable that plaintiffs would be asked by prospective employers to identify the reason that they were discharged. Their only choice would be to tell them "gross insubordination" or to lie. Fabrication, however, is an unacceptable alternative.

2. Issue of Truth

Finding that there was a publication, we next turn to the issue of truth. True statements, however disparaging, are not actionable. Stuempges, 297 N.W.2d at 255. Since it is true that plaintiffs were fired for gross insubordination, the company argues, they cannot maintain an action for defamation. The company contends the relevant statement to consider when analyzing the defense of truth is the one that plaintiffs made to their prospective employers, that is, that they had been fired for gross insubordination. Plaintiffs counter that it is the truth or falsity of the underlying statement — that plaintiffs engaged in gross insubordination — that is relevant.

*889 The company relies for its authority solely upon language of this court in Johnson v. Dirkswager, 315 N.W.2d 215, 218-19 (Minn.1982), where we raised the question whether truth as a defense goes to the verbal accuracy of the statement or to the underlying implication of the statement. In Dirkswager, however, it was unnecessary to resolve the question. Moreover, that case is distinguishable from the present case because there the underlying statements were presented merely as "allegations of misconduct." Id. at 219 n. 4. Here, the company's charges against plaintiffs went beyond accusations and were conclusory statements that plaintiffs had engaged in gross insubordination.

Requiring that truth as a defense go to the underlying implication of the statement, at least where the statement involves more than a simple allegation, appears to be the better view. See Restatement (Second) of Torts § 581A, comment e (1977). Moreover, the truth or falsity of a statement is inherently within the province of the jury. This court will not overturn a jury finding on the issue of falsity unless the finding is manifestly and palpably contrary to the evidence. Thus, we find no error on this point because the record amply supports the jury verdict that the charge of gross insubordination was false.

3. Qualified Privilege

Even though an untrue defamatory statement has been published, the originator of the statement will not be held liable if the statement is published under circumstances that make it conditionally privileged and if privilege is not abused. Restatement (Second) of Torts § 593 (1977). The law in Minnesota is:

[A] communication, to be privileged, must be made upon a proper occasion, from a proper motive, and must be based upon reasonable or probable cause. When so made in good faith, the law does not imply malice from the communication itself, as in the ordinary case of libel. Actual malice must be proved, before there can be a recovery, and in the absence of such proof the plaintiff cannot recover.

Stuempges, 297 N.W.2d at 256-57 (quoting Hebner v. Great Northern Railway, 78 Minn. 289, 292, 80 N.W. 1128, 1129 (1899)).

The doctrine of privileged communication rests upon public policy considerations. As other jurisdictions recognize, the existence of a privilege results from the court's determination that statements made in particular contexts or on certain occasions should be encouraged despite the risk that the statements might be defamatory. See Calero v. Del Chemical Corp., 68 Wis.2d 487, 498, 228 N.W.2d 737, 744 (1975). Whether an occasion is a proper one upon which to recognize a privilege is a question of law for the court to determine. Jacron Sales Co. v. Sindorf, 276 Md. 580, 350 A.2d 688 (1976); Fisher v. Myers, 339 Mo. 1196, 100 S.W.2d 551 (1936); Cash v. Empire Gas Corp., 547 S.W.2d 830, 833 (Mo.Ct.App. 1976). In the context of employment recommendations, the law generally recognizes a qualified privilege between former and prospective employers as long as the statements are made in good faith and for a legitimate purpose. Stuempges,