Bradford v. W. Va. Solid Waste Mgmt. Bd., No. 21-0234

CourtSupreme Court of West Virginia
Writing for the CourtJenkins, Chief Justice
Citation866 S.E.2d 82
Parties Larry BRADFORD, Plaintiff Below, Petitioner v. WEST VIRGINIA SOLID WASTE MANAGEMENT BOARD, Defendant Below, Respondent
Docket NumberNo. 21-0234
Decision Date16 November 2021

866 S.E.2d 82

Larry BRADFORD, Plaintiff Below, Petitioner
v.
WEST VIRGINIA SOLID WASTE MANAGEMENT BOARD, Defendant Below, Respondent

No. 21-0234

Supreme Court of Appeals of West Virginia.

Submitted: November 1, 2021
Filed: November 16, 2021


Kathy A. Brown, Timothy D. Houston, Brown Houston PLLC, Charleston, West Virginia, Attorneys for the Petitioner.

James E. Simon, Kevin L. Carr, Megan W. Mullins, Spilman Thomas & Battle PLLC, Charleston, West Virginia, Attorneys for the Respondent.

Jenkins, Chief Justice:

The Circuit Court of Kanawha County certifies four questions to this Court pertaining to the ability of a county solid waste authority to enter into a fixed-term employment contract with a non-civil service employee, whether a liquidated damages provision in such a contract is enforceable, whether defenses of estoppel and/or waiver may be asserted to enforce such a contract, and whether such a contract may be implied. After considering the parties’ briefs and oral arguments, the appendix record submitted, and the relevant statutes and legal precedent, we conclude that a county solid waste authority has no power to enter into a fixed-term employment contract with a non-civil service employee. Accordingly, any such contract is unenforceable and void as a matter of law.

I.

FACTUAL AND PROCEDURAL HISTORY

In June of 2008, the Nicholas County Solid Waste Authority ("NCSWA") executed a "Manager Employment Contract and Agreement" 1

866 S.E.2d 85

with employee Larry Bradford ("Mr. Bradford"),2 under which Mr. Bradford was to continue in his position as Manager of the Nicholas County Solid Waste Facility for a fixed term of five years.3 Pertinent to the questions certified by the circuit court, the contract provided as follows, with Mr. Bradford being identified as "Manager,"

1. TERM:

NCSWA does hereby employ Manager in the capacity of manager of the Nicholas County Solid Waste facility and landfill ... and Manager accepts such employment. The parties agree that Manager shall continue the duties he is now performing. The term of this Agreement shall begin on the 1st day of July, 2008 and terminate on the 1st day of July, 2013. The parties agree that before the first anniversary date of this Agreement, and thereafter on or before each subsequent anniversary date, they shall me[e]t and determine whether to extend the term of this Agreement for an additional period of one (1) year. If both parties agree, the term of this Agreement shall be extended by such one (1) year period. In the event NCSWA elects not to extend the term of this Agreement for the one (1) additional year referred to above, on or before the first anniversary date of the term of this agreement, NCSWA shall pay unto Manager the sum of Thirty Thousand Dollars ($30,000.00). In the event the Manager elects not to extend the term of this Agreement for the one (1) additional year, on or before the anniversary date of the term of this Agreement, Manager shall pay NCSWA the sum of Thirty Thousand Dollars ($30,000.00). If the parties agree to extend the term of this Agreement[,] they shall execute an acknowledge [sic] of such extension. In the event both of the parties elect not to extend the term of this Agreement as set forth in this paragraph this Agreement shall continue without such extension and without payment of any amount to either party. The parties Agreement [sic] acknowledge that this Agreement may be terminated for cause as set forth hereinafter and also may be terminated without cause as set forth hereinafter. Notwithstanding any provision set forth herein, the parties may terminate this Agreement upon the mutual Agreement of the parties. It is [sic] intent of this section that the term of this Agreement shall not be more than five (5) years, in any event.

....

5. TERMINATION:

....

(D) Notwithstanding any other provisions of the contract, either party may terminate this agreement, upon ninety (90) days written notice to the other party, with or without cause. In the event Manager elects to terminate this Agreement, pursuant to this subparagraph, before the expiration of this [sic] term of this Agreement and such termination occurs during a time when the term of this Agreement is five (5) years he shall pay NCSWA the sum of Twenty Thousand Dollars ($20,000.00). If such termination occurs at any time when the term of this Agreement is less than five (5) years, Manager shall pay NCSWA the sum of Five Thousand Dollars ($5,000.00). In the event NCSWA elects to terminate this Agreement, pursuant to this subparagraph, before the expiration of the term of this Agreement and
866 S.E.2d 86
such a termination occurs during a time when the term of this agreement is five (5) years it shall pay Manager the sum of One Hundred Thousand Dollars ($100,000.00). If such termination occurs at a time when the term of this Agreement is less than five (5) years, NCSWA shall pay Manager the sum of Eighty Thousand Dollars ($80,000.00). The amount to be paid by and to either party upon his or its election to terminate this Agreement, pursuant to this subparagraph, was a result of negotiations between the parties and represents a liquidated damage payment for the early termination of this Agreement, without cause. The parties acknowledge and agree that any damages or losses which may be suffered by either of them as a result of an early termination of this Agreement pursuant to this subparagraph are difficult, if not impossible, to calculate and that the amount to be paid by either party to the other upon the termination of this Agreement, pursuant to this subparagraph, before the expiration of its term, is fair and reasonable ....

On June 18, 2014, the West Virginia Solid Waste Management Board ("WVSWMB") exercised its power of supersedure over the NCSWA pursuant to West Virginia Code section 22C-3-26 (eff. 2005).4 The next day, Mr. Bradford's employment was terminated by the WVSWMB.

Mr. Bradford then initiated the underlying lawsuit, in August 2015, in which he has asserted causes of action for violation of the West Virginia Wage Payment and Collection Act and for breach of contract. The litigation continued over the next few years, and, on January 8, 2018, the parties jointly moved the circuit court to certify questions to this Court. By order entered on March 11, 2021, the circuit court certified the following questions:

a. Whether a fixed-term employment contract between a non-civil service employee and a government entity is enforceable as a matter of law?

b. Whether a fixed-term employment contract between a non-civil service employee and [a] government entity that contains liquidated damages provisions applicable to both contracting parties is enforceable as a matter of law?

c. Whether the defenses of estoppel and/or waiver can be asserted against a government entity that enters into an employment contract that is later challenged as void and/or voidable?

d. Whether an implied contract may exist between a non-civil service employee and a government entity?

The circuit court answered each question in the negative. We accepted the certified questions and placed this matter on the docket for argument under Rule 20 of the West Virginia Rules of Appellate Procedure.

II.

STANDARD OF REVIEW

Our review of questions certified by a circuit court is plenary. "The appellate standard of review of questions of law answered and certified by a circuit court is de novo. " Syl. pt. 1, Gallapoo v. Wal-Mart Stores, Inc. , 197 W. Va. 172, 475 S.E.2d 172 (1996). To the extent that our resolution of the questions herein presented requires us to engage in statutory interpretation, we apply the same level of review. "Where the issue on an appeal from the circuit court is clearly a question of law or involving an interpretation of a statute, we apply a de novo standard of review." Syl. pt. 1, Chrystal R.M. v. Charlie A.L. , 194 W. Va. 138, 459 S.E.2d 415 (1995). Mindful of these standards, we proceed to our analysis of the questions presented.

866 S.E.2d 87

III.

DISCUSSION

At the outset, we acknowledge our authority to reformulate certified questions:

When a certified question is not framed so that this Court is able to fully address the law which is involved in the question, then this Court retains the power to reformulate questions certified to it under both the Uniform Certification of Questions of Law Act found in W. Va. Code, 51-1A-1, et seq. and W. Va. Code , 58-5-2 [(1998)], the statute relating to certified questions from a circuit court of this State to this Court.

Syl. pt. 3, Kincaid v. Mangum , 189 W. Va. 404, 432 S.E.2d 74 (1993). In accordance with this authority, we reformulate and reorganize the questions certified by the circuit court as follows:

1. Is a fixed-term employment contract between a non-civil service employee and a county solid waste authority enforceable as a matter of law?

2. May an implied fixed-term employment contract exist between a non-civil service employee and a county solid waste authority?

3. Is a fixed-term employment contract between a non-civil service employee and a county solid waste authority that
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