O'Connor v. McKanna

• Citation: 116 R.I. 627,359 A.2d 350
• Decision Date: 09 July 1976
• Docket Number: No. 75-1,75-1
• Parties: Laurence G. O'CONNOR v. Harry F. McKANNA, Jr., et al. Appeal.
• Court: Rhode Island Supreme Court

Page 350

359 A.2d 350

116 R.I. 627

Laurence G. O'CONNOR v. Harry F. McKANNA, Jr., et al.

No. 75-1 Appeal.

Supreme Court of Rhode Island.

July 9, 1976.

[116 R.I. 635] Robert R. Afflick, West Warwick, for plaintiff.

Edwin H. Hastings, Tillinghast, Collins & Graham, Providence, for defendants.

OPINION

PAOLINO, Judge.

This is an appeal by the plaintiff from a summary judgment entered in the Superior Court in favor of the defendants, Harry F. McKanna, Jr., Josephine A. Barber and John J. Keenan, individually, and as members of the School Committee of the Town of West Warwick, in a case involving an alleged breach of an employment contract.

The plaintiff is the former Superintendent of Schools of the Town of West Warwick. On May 25, 1971, plaintiff and defendant school committee executed an employment contract for a term of 2 years commencing July 1, 1971, in consideration of a salary of $21,000 per year plus other benefits. The renewal clause of the contract provided:

'That failure to notify the Superintendent in writing, no later than sixty (60) days of the contract, of the Board's intent not to renew the contract will automatically result in an extension of the existing contract.'

The plaintiff commenced employment as provided in the contract on July 1, 1971, and on February 27, 1973, defendant school committee notified plaintiff by letter that pursuant to the renewal clause his contract of employment would terminate on June 30, 1973.

On March 14, 1973, plaintiff sent the following letter to the school committee:

'I request hereby a total pay off for my services in this school district as of the end of March. This request is based upon thirty (30) days of sick leave and two (2) months of vacation not taken.'

The defendant school committee placed the letter on the agenda for its March 27, 1973 meeting. At that meeting plaintiff stated that he wanted the letter to be properly interpreted by defendant school committee. He said:

'I am requesting a total pay off. A pay off for two (2) years and three (3) months. So I want to enter in the minutes that this is a total pay off that I will contend is mine.'

The defendant school committee authorized a 'total pay off' in accordance with plaintiff's March 14, 1973 letter and further resolved that in order to accommodate plaintiff's request, he was relieved, effective immediately, of his duties as superintendent. The defendant school committee did not discuss the issue of whether plaintiff was entitled to a 'total pay off' for 3 months or for 2 years and 3 months.

On February 12, 1974, plaintiff commenced the instant action by filing a complaint in the Superior Court for Kent County. He alleged therein that the renewal clause of the contract provided that notice of termination had to be given 'no later than sixty (60) days of the contract,' that no such notice was provided, that, therefore, plaintiff's contract was automatically renewed for 2 years and that, therefore, his 'total pay off' should include compensation for those 2 years.

The defendant school committee filed its answer on March 19, 1974, and amended it on September 20, 1974 whereby it denied that it had breached the employment contract.

On May 29, 1974, defendant school committee filed a motion for summary judgment on the ground that the only issue was one of law, namely, the interpretation of the termination clause of the May 25, 1971 employment contract, and that plaintiff's claim that the clause required notice no later than 60 days of execution of the contract was inherently unreasonable and incorrect as a matter of law. Affidavits of defendants, Barber and Keenan, were attached to the motion for summary judgment.

On September 5, 1974, plaintiff filed a counteraffidavit in opposition to defendant school committee's motion for summary judgment stating that he had notes of all contract negotiations conducted with defendant school committee. These notes, as set forth in plaintiff's affidavit, reveal that plaintiff was insisting on a 4- or 5-year contract but that the school committee persisted in its preference for a 2-year contract. It appears that before agreement was reached, plaintiff had prepared model superintendent's contracts at defendants' request. The affidavit states that the 2-year provision with the renewal clause calling for notice of termination 'no later than sixty (60) days of the contract' was a compromise, that the final wording of the actual contract was dictated by the school committee to plaintiff and that plaintiff prepared the final draft of the employment contract himself. It is also suggested that defendants' motive in wanting to review the possible renewal of the contract within 60 days of the execution thereof was to afford defendants time in which to evaluate plaintiff's contention that he would require at least 4 years to complete the job he was being hired to perform.

By stipulation, the trial justice decided defendants' motion for summary judgment without reference to defendants' affidavits. Relying solely on the facts as presented in plaintiff's counteraffidavit, he rendered a written decision on the motion on November 14, 1974. Citing Cassidy v. Springfield Life Ins. Co., 106 R.I. 615, 262 A.2d 378 (1970), he stated that the universal rule in contracts is that interpretation of an unambiguous contract is a mateer of law and that the interpretation of an ambiguous contract is a matter of fact. While he could not as a matter of law rule that the phrase 'no later than sixty (60) days of the contract' was not ambiguous and that it referred to the termination date of the contract, the trial justice concluded that plaintiff's construction did violence to the language used and transformed words of exclusion into words of inclusion and that only by interpreting the language used as referring to the date of termination of the contract could the phrase used be given its ordinary and regular meaning.

Nothing that he had reviewed the pleadings, plaintiff's answer to defendants' interrogatories, plaintiff's affidavit in opposition to defendants' motion for summary judgment, and various exhibits and memoranda, the trial justice concluded that the phrase 'no later than sixty (60) days of the contract' would, in the ordinary, usual and reasonable contract, require measurement back from the termination date of the contract and not from the execution or effective date of the contract. Giving full credence to the facts as alleged by plaintiff, he noted further that no single fact or combination of facts included in the pleadings or recited by plaintiff support plaintiff's contention that the parties intended an unusual construction of the renewal clause.

The trial justice stated that he preferred an interpretation of the contract which would give a reasonable, lawful, and effective meaning to all manifestations of intention, rather than one which provides an unreasonable or unlawful interpretation. Hill v. M. S. Alper & Son, 106 R.I. 38, 256 A.2d 10 (1969). In brief, he found that the only reasonable interpretation of the renewal clause was that the 60 days referred to the period immediately preceeding the expiration date of the contract.

Accordingly, the trial justice held that since defendant school committee had given its notice of intention not to renew more than 60 days prior to the termination date of the contract, it had not breached its contract with plaintiff. He also found that,...