Brodhead v. Board of Trustees for State Colleges and Universities

• Decision Date: 18 October 1991
• Docket Number: No. 91,91
• Citation: 588 So.2d 748
• Parties: Robert E. BRODHEAD v. BOARD OF TRUSTEES FOR STATE COLLEGES AND UNIVERSITIES, G. Warren Smith, and Larry Crain. CA 0399. 588 So.2d 748, 71 Ed. Law Rep. 314
• Court: Court of Appeal of Louisiana — District of US

Page 748

588 So.2d 748

Robert E. BRODHEAD v. BOARD OF TRUSTEES FOR STATE COLLEGES AND UNIVERSITIES, G Warren Smith, and Larry Crain.

No. 91 CA 0399.

588 So.2d 748, 71 Ed. Law Rep. 314

Court of Appeal of Louisiana, First Circuit.

Oct. 18, 1991.

Writ Denied Jan. 6, 1992.

Murphy J. Foster, III, Baton Rouge, for plaintiff-appellant Robert E. Brodhead.

T. Jay Seale, III, Hammond, for defendant-appellant Board of Trustees for State Colleges & Universities et al.

Before WATKINS, CARTER and FOIL, JJ.

WATKINS, Judge.

An individual and a state university dispute the existence vel non of a contract of employment for a fixed term. We reverse the judgment of the trial court which found that plaintiff, Robert E. Brodhead, had a contract of employment for a term of five years as athletic director for Southeastern Louisiana University (SLU).

Mr. Brodhead filed suit against the Board of Trustees for State Colleges and Universities (Board) seeking damages for breach of contract. He alleged that he entered into an oral employment contract whereby he was to be a full-time athletic director for SLU for five years, from July 1, 1988, through June 30, 1993, at the salary of $72,000.00 per year. The university terminated Mr. Brodhead's employment after 10 months. The trial court awarded plaintiff judgment for $275,598.00, the amount of salary due for the remaining 50 months of the five-year term, discounted to present value.

In addition to damages representing the remainder of salary due under the alleged contract, plaintiff sought damages for detrimental reliance, damages for infringement of his constitutional liberty and property interests for failure to receive a hearing, and damages for the issuance of statements concerning his termination which he alleged were inaccurate and stigmatizing. In addition to the Board, the plaintiff named as defendants the Board's Systems President, Dr. J. Larry Crain, and SLU President Dr. G. Warren Smith. The trial court denied plaintiff damages other than salary and dismissed his claims against the two individual defendants.

At trial and on appeal the defendants contended that Mr. Brodhead was hired as an "at will" employee who could be terminated at any time. We find merit in this contention because our examination of the record convinces us that Mr. Brodhead failed to satisfy his burden of proof that there was a meeting of the minds concerning the alleged five-year term. Mr. Brodhead has also appealed, urging trial court error for failure to award him damages other than salary. All components of Mr Brodhead's claim for damages flow from the existence vel non of a contract for a term of years, with the exception of the allegedly damaging press release. After reviewing the record, we agree with the trial court that the defendants incurred no liability by publication of the press release. ¹

CONTRACT NEGOTIATIONS

Early in 1988 Mr. Brodhead, a former athletic director of Louisiana State University, was hired by the LSU Boosters Club as a consultant to a Task Force that, along with the SLU Boosters Club, was investigating the return of football to SLU. On April 18, 1988, Mr. Brodhead attended a meeting at a restaurant in Hammond, La. Others present were: Francis Mercante, President of the SLU Boosters; Dr. Crain, defendant; Dr. Smith, defendant; and Gene Rogillio, member of the Board of Trustees. At the meeting Dr. Crain asked plaintiff what it would take to get him as athletic director for SLU. Mr. Brodhead replied that he needed a salary of $72,000.00 per year and a five-year contract. Mr. Brodhead's answer was met with silence. However, after the meeting he and Mr. Mercante "celebrated" the lack of objection to the plaintiff's terms.

The next significant contact between plaintiff and persons concerned with the return of football to SLU was on May 16, 1988, when Mr. Brodhead formally presented his five-year plan for athletics to the Task Force. Shortly after the presentation to the Task Force, according to the plaintiff's testimony, he met with Dr. Smith and Dr. Robert Butler. At that point Dr. Smith delegated to Dr. Butler the task of negotiating terms of a contract with Mr. Brodhead. Thereafter Dr. Butler and Mr. Brodhead discussed the employment. Plaintiff testified,

Dr. Butler and I discussed Seventy-two thousand dollars per year, five year agreement. He said he would take those back to Dr. Smith. Dr. Butler and I met with Dr. Smith after that and they were discussed again. So I felt at that point in time that since I was going to become Athletic Director, that the entire terms of the agreement had been reached.

Although the plaintiff admits that neither Dr. Smith nor Dr. Butler told him he had a five-year contract of employment, plaintiff maintains they told him he had a deal and it needed formalization only. Dr. Smith and Dr. Butler maintain, to the contrary, that whenever the five-year employment contract was mentioned, they responded that they would investigate a method for the university to enter into a multi-year contract.

On June 6, 1988, Mr. Brodhead met with some of the university's administrative staff. Among the topics of discussion was a review of some of the financial aspects of his athletic plan, including the budget for his salary.

Next plaintiff attended a Board of Trustees meeting, where he heard the Board approve his employment at $46,600.00 for one year. ² Immediately prior to the board meeting, Dr. Butler cautioned Mr. Brodhead not to be alarmed at what he would hear at the meeting.

Plaintiff's argument to the contrary notwithstanding, we find that the parties' meeting of the minds on the salary, evidenced by the fact that Mr. Brodhead was paid at the rate of $72,000.00 per year, does not compel a conclusion that there was a meeting of the minds on the five-year term of employment. Plaintiff emphasizes Dr. Butler's conversation with him before the Board announced that Mr. Brodhead had been hired at $46,600.00 ³ for one year. Plaintiff argues that if the Board's quotation of salary did not reflect the true agreement between the parties, so too the quotation of a one-year term did not reflect the agreement between the parties. The problem with plaintiff's argument, by which he attempts to lift himself by his own bootstrap, is that there was no prior agreement to a term of employment. Furthermore, since there was no prior agreement as to a five-year term, and since Mr. Brodhead did not agree to an employment term of one year as announced by the Board, his employment was "at will." ⁴

Following the Board meeting, attempts were made to come up with a written contract for the new athletic director. Mr. Brodhead presented the university with a document he adapted from one of his former contracts. Mr. Brodhead's proposal contained a buy-out agreement providing for liquidated damages in the event either employer or employee terminated the employment without cause during a five-year period of time. This is the clause the trial court used as a basis for making an award to Mr. Brodhead of the salary for 50 months of unexpired term.

There is nothing in the record to substantiate the trial court's conclusion that this written proposal represented the prior oral agreement of the parties and a binding agreement for liquidated damages. There is no testimony that a buy-out provision was negotiated prior to Mr. Brodhead's transmittal of the writing to the university. Consequently, the trial court committed manifest error by attributing to Mr. Brodhead's proposal any legal significance other than that of an offer on his part. The record is also devoid of evidence that the university accepted Mr. Brodhead's offer. To the contrary, the university submitted a counter-offer to plaintiff in the form of a written contract draft which included a "tie-in" whereby Mr. Brodhead's employment was contingent upon the success of the plan to raise outside funds to support the football program at SLU. Mr. Brodhead did not accept the...