Davari v. W. Va. Univ. Bd. of Governors

• Decision Date: 16 April 2021
• Docket Number: No. 20-0311,20-0311
• Citation: 857 S.E.2d 435
• Court: West Virginia Supreme Court
• Parties: Asad DAVARI, Plaintiff Below, Petitioner v. The WEST VIRGINIA UNIVERSITY BOARD OF GOVERNORS, Defendant Below, Respondent

857 S.E.2d 435

Asad DAVARI, Plaintiff Below, Petitioner

v.The WEST VIRGINIA UNIVERSITY BOARD OF GOVERNORS, Defendant Below, Respondent

No. 20-0311

Supreme Court of Appeals of West Virginia.

Submitted: March 16, 2021

Filed: April 16, 2021

Robert H. Miller, II, Esq., The Sutter Law Firm PLLC, Charleston, West Virginia, Counsel for Petitioner.

Joseph U. Leonoro, Esq., Mark C. Dean, Esq., Steptoe & Johnson PLLC, Charleston, West Virginia, Monté L. Williams, Esq., Steptoe & Johnson PLLC, Morgantown, West Virginia, Counsel for Respondent.

WALKER, Justice:

Petitioner Asad Davari, Ph.D., a professor of electrical engineering at West Virginia University Institute of Technology (WVUIT), alleges that WVUIT breached its agreement to pay him a supplementary salary for serving as director of a research center. He filed a common law claim for breach of contract, alternative equitable claims of quantum meruit and unjust enrichment, and a statutory cause of action under the West Virginia Wage Payment Collection Act (WPCA)¹ against Respondent The West Virginia University Board of Governors (WVU BOG), which manages the educational operations of WVUIT.² Because WVU BOG is a State agency, it invoked the doctrine of sovereign immunity and moved for summary judgment. The Circuit Court of Kanawha County, West Virginia, granted summary judgment in favor of WVU BOG on all of Dr. Davari's claims. He now appeals.

While sovereign immunity is facially absolute,³ two narrow exceptions are implicated here. First, sovereign immunity does not bar a plaintiff from seeking to recover under the State's liability insurance coverage—as Dr. Davari attempted to do through his contractual and quasi-contractual claims—but the policy must still cover those claims for him to succeed.⁴ We agree with the circuit court that WVU BOG's policy does not cover Dr. Davari's breach of contract claim or equitable claims of quantum meruit and unjust enrichment. So, we affirm that portion of the summary judgment order. Second, sovereign immunity does not bar the claim of a State employee, like Dr. Davari, who seeks unpaid wages under the WPCA.⁵ And contrary to the circuit court's order, we find that genuine issues of disputed fact exist as to whether WVU BOG violated the WPCA. So, we reverse that portion of the summary judgment order and remand for further proceedings.

I. FACTS AND PROCEDURAL HISTORY

Dr. Davari is a professor at WVUIT's College of Engineering.⁶ In January 2004, he was appointed Director of the Center for Research on Advanced Control of Autonomous Systems and Manufacturing (the Center) by Muthukrishnan Sathyamoorthy, Ph.D., Dean of the College. The Center's business plan states that it "will be a research unit within the College of Engineering and it will be mostly self-supporting with its own annual budget derived from contracts, private funds, foundation funds, external grants, research grants and contracts from federal and state agencies research grants and contracts from industries[.]" In the January 5, 2004 appointment letter to Dr. Davari, Dr. Sathyamoorthy stated, in part:

It gives me great pleasure to appoint you as the Founding Director of the [Center]. For your information, I have attached a copy of the Center proposal and the associated business plan approved by the WVU Tech's Cabinet on December 2, 2003.

As the Director, you will be paid a supplemental salary based on research effort fully derived from external sources by the Center. The supplemental salary will be in addition to the summer salary and others received from external funding sources. The supplemental salary will be paid over the nine month academic year period.

The Center's proposal and business plan referenced in the appointment letter has an "Administration and Oversight" section with a chart titled "Annual Budget for the Center." This chart has a line item listing a $24,000 salary for the Center's Director. There are handwritten notations on each page of the Center's proposal and business plan stating it was "OK" and "approved 12/2/03[.]" This date is significant because WVUIT's Cabinet met on December 2, 2003. The meeting minutes reflect that Dr. Sathyamoorthy gave a brief report on the Center, distributed handouts related to the Center, and the Cabinet discussed how the Center's grants were to be processed.⁷

Dr. Davari accepted the appointment as Director of the Center and served in that capacity for more than a decade. He performed this work at the Center while conducting his regular teaching and other duties as a professor at WVUIT's College of Engineering. Under his leadership, the Center generated nearly $5.5 million for WVUIT in external grant funding. But Dr. Davari contends that he was never paid the supplemental salary for this work.

Between 2006 and 2012, Dr. Davari received annual notices appointing him to the faculty at WVUIT and listing his total base salary as professor; he endorsed these notices. While the parties agree that Dr. Davari's base salary was paid, in part, by external grants, his annual faculty appointment notices do not mention any supplemental salary.

Dr. Davari first inquired about the payment of his supplemental salary for serving as Director of the Center to Drs. Sathyamoorthy and Janeksela by e-mail on November 2, 2004. On May 19, 2006, Dr. Davari e-mailed Dr. Sathyamoorthy again asking about the supplemental salary. Dr. Sathyamoorthy replied, by e-mail on May 31, 2006, and confirmed that the additional salary should come from external research grants and contracts. He also stated that "[a]s a result of numerous unfortunate delays and mismanagement, the Center has not had the resources needed to pursue its activities as planned." On June 5, 2006, Dr. Davari wrote to Dr. Sathyamoorthy again to confirm that he would be entitled to a supplemental salary for this work.

Dr. Davari raised the issue of his supplemental salary more earnestly in 2012 to Carolyn Long, Campus President of WVUIT, after he was not selected to serve as Dean following Dr. Sathyamoorthy's departure. In an e-mail to Ms. Long on October 29, 2012, Dr. Davari stated that "I have not received any of the approved supplemental salary so far. Now that you are addressing the distribution of overhead funding, I am requesting that you address the too long overdue supplemental salary as well." In 2013, Dr. Davari sent several additional e-mails to Dr. Long requesting his supplemental salary.

After investigating the matter for more than a year, Ms. Long advised Dr. Davari by letter dated December 17, 2013, that he would not be paid any additional salary for serving as Director of the Center. First, she explained that Dr. Davari had already been compensated as he was one of the highest paid professors at WVUIT. Second, Ms. Long stated that there was no enforceable contract that entitled him to receive a $24,000 salary for this work. And third, she said she believed that Dr. Davari waived his right to object to his salary because he had signed and approved annual notices of appointment throughout the years that listed his total salary.

After receiving Ms. Long's letter, Dr. Davari e-mailed Dr. Sathyamoorthy, who was no longer employed at WVUIT, and asked him to confirm the arrangement of his supplemental salary for his work as Director of the Center. In his reply e-mail, Dr. Sathyamoorthy confirmed that Dr. Davari was to be paid a supplemental salary of $24,000 from grant funds generated by the Center.

In February 2014, Dr. Davari filed a complaint against WVU BOG alleging claims of breach of contract, quantum meruit, and unjust enrichment. Dr. Davari filed an amended complaint in October 2014, adding a WPCA claim. He alleged that the WVU BOG wrongfully failed to pay him a $24,000 supplementary salary every year from 2004 through the present.⁸

In September 2019, WVU BOG filed a motion for summary judgment contending that Dr. Davari's claims for breach of contract, unjust enrichment, and quantum meruit were barred by the doctrine of sovereign immunity. WVU BOG also argued that even if Dr. Davari could state claims of unjust enrichment and quantum meruit despite the State's sovereign immunity, the doctrine of laches would bar those claims as a matter of law. It further asserted that Dr. Davari had no claim under the WPCA because he could not show that any terms of his employment agreement entitled him to $24,000 in annual supplemental compensation over and above his regular salary.

Dr. Davari countered that sovereign immunity does not bar his claims because 1) the applicable insurance policy is ambiguous and the matter should proceed to trial if the State's liability insurance policy potentially provides coverage, and 2) sovereign immunity is not implicated in the context of a WPCA claim where a State employee seeks to recover unpaid wages. And Dr. Davari argued that the doctrine of laches was not applicable because he asserted his rights by making numerous inquiries about the supplemental salary. Finally, Dr. Davari stated that WVU BOG was not entitled to summary judgment because genuine issues of material fact exist that only a jury can decide.

The circuit court held a hearing on WVU BOG's motion for summary judgment in October 2019 and addressed the motion again at a pre-trial conference in February 2020. In its March 2, 2020 order, the circuit court granted summary judgment in favor of WVU BOG and dismissed the complaint. The circuit court found that WVU BOG was entitled to sovereign immunity as to Dr. Davari's claims for breach of contract, quantum meruit, and unjust enrichment; it held that those claims were excluded from insurance coverage under the State's policy which provides that "[t]his insurance does not apply to: ... any claim(s) made against the "insured" for damages attributable to wages, salaries and benefits." The court noted that the policy also excluded coverage for "any claim(s) based upon or attributable to any allegations or claims that the "insured" breached the terms of any...