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Brash worked as a salesman for Sand, Inc. After receiving several memos critical of his work, Brash began to search for a new job. Brash received a job offer from Quatro Co. and notified Sand that he planned to resign to work for Quatro. Sand's president scheduled a meeting with Brash and informed him that Sand was very satisfied with his work and that the critical memos were intended only to motivate him.

After further discussion, the president promised Brash that if he stayed with Sand, the company would consider raising his salary and would not terminate his employment so long as he continued to meet his sales quotas. Brash agreed and rejected Quatro's offer. Six months later, Sand fired Brash even though he had met all sales quotas. Brash sued Sand for breach of contract.

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