Halpin v. LaSalle University

• Decision Date: 13 April 1994
• Citation: 639 A.2d 37,432 Pa.Super. 476
• Parties: , 90 Ed. Law Rep. 249, 9 IER Cases 365 Charles A. HALPIN, Jr. and Robert J. Courtney, Appellees v. LaSALLE UNIVERSITY, Appellant.
• Court: Pennsylvania Superior Court

Page 37

639 A.2d 37

432 Pa.Super. 476, 90 Ed. Law Rep. 249,

9 IER Cases 365

Charles A. HALPIN, Jr. and Robert J. Courtney, Appellees v. LaSALLE UNIVERSITY, Appellant.

Superior Court of Pennsylvania.

Argued Sept. 13, 1993.

Filed Feb. 3, 1994.

Reargument Denied April 13, 1994.

David H. Marion, Philadelphia, for appellant.

Robert A. McAteer, Philadelphia, for appellees.

Before WIEAND, CIRILLO and HESTER, JJ.

WIEAND, Judge:

In this declaratory judgment action, the trial court held that contracts of employment between La Salle University, the employer, and Charles A. Halpin, Jr. and Robert J. Courtney, professors, conferred employment upon the professors for the remainder of their academic lives so as to render them exempt from the university's mandatory retirement program. The university appealed. After careful review, we reverse.

Halpin and Courtney began their teaching careers at La Salle University during the 1940's. On March 20, 1956, the university published in the Faculty Bulletin a policy on tenure, and, on March 21, 1956, Halpin and Courtney were granted tenure according to the conditions set forth in the Faculty Bulletin.

On February 13, 1964, Courtney received written notice that he was to be promoted to the rank of professor. The notice provided that the terms of the appointment would be determined by contract and stated that by promoting a faculty member to the rank of professor, "the College [was] extending to him an invitation to continue as a member of the faculty for the remainder of his active academic life." On February 28, 1964, the university and Courtney entered into a written employment contract which provided that Courtney was appointed professor in the Department of Political Science for the period from September 15, 1964 to June 15, 1965, at a salary of $10,450.00. The contract stated that "[t]he distinctive rank of 'Professor' is an appointment for life. In the future this document will be a notice of salary adjustment, if any." The contract contained both an integration clause and a statement signed by Courtney to the effect that the parties' contract constituted the entire agreement regarding rank, salary and term of appointment.

In February, 1966, Halpin also received notice that he was being promoted to the rank of professor; and on February 28, 1966, he entered into a contract with La Salle University similar to that entered into by Courtney. Halpin's appointment, however, was to the Department of Industry and was for a period from September 15, 1966 to June 15, 1967, at a salary of $11,400.00 per year.

In subsequent years and until 1990, the professors and the university executed annual contracts containing similar language except that (1) the salary was adjusted, and (2) the "appointment for life" clause was omitted.

A retirement policy was adopted by the university subsequent to the appointment of Halpin and Courtney as professors; and in 1982, the university's retirement policy was amended to make retirement mandatory when ranked and tenured members of the faculty reached the age of seventy. During the 1989-1990 and 1990-1991 academic years, Courtney and Halpin, respectively, reached mandatory retirement age and were notified by the university that they would be retired from active faculty status. The professors, contending that they were not subject to the university's mandatory retirement policy, commenced an action for declaratory judgment.

They rely upon the language in their original contracts which granted them the rank of professor and membership in the faculty for the remainder of their academic lives. This, they argue, means they are to be employed as active members of the faculty as long as they are physically and mentally capable of performing the duties of a professor. The subsequent annual contracts, they argue, had no effect on their lifetime tenures and served only to adjust their annual salaries. The university argues, on the other hand, that while the rank of "professor" was a lifetime rank, employment as a member of the faculty was year by year.

The presumption under Pennsylvania law is that the employment relationship is terminable at-will by either party. Greene v. Oliver Realty, Inc., 363 Pa.Super. 534, 543 526 A.2d 1192, 1196, allocatur denied, 517 Pa. 607, 536 A.2d 1331 (1987). See generally: Scott v. Extracorporeal, Inc., 376 Pa.Super. 90, 94, 545 A.2d 334, 336 (1988); Darlington v. General Electric, 350 Pa.Super. 183, 188, 504 A.2d 306, 309 (1986). The employee may leave the job for any or no reason and the employer is free to discharge the employee with or without cause. Greene v. Oliver Realty, Inc., supra 363 Pa.Super. at 543, 526 A.2d at 1196. The party claiming that an employment agreement is for a definite period has the burden of proving such fact. Id. This can be accomplished by clear proof that the parties contracted for a specific duration. Id. See also: Nix v. Temple University of the Commonwealth System of Higher Education, 408 Pa.Super. 369, 375, 596 A.2d 1132, 1135 (1991).

Here, none of the parties contend that employment was at will. There is dispute, however, regarding the length of the term for which employment was contracted.

The interpretation of a contract is a question of law. In deciding an issue of law, an appellate court need not defer to the conclusions of the trial court. American States Ins. Co. v. Maryland Casualty Co., 427 Pa.Super. 170, 181, 628 A.2d 880, 886 (1993); Katzeff v. Fazio, 427 Pa.Super. 55, 60, 628 A.2d 425, 428 (1993). When interpreting a contract, the court's paramount goal is to ascertain and give effect to the intent of the parties as reasonably manifested by the language of their written agreement. Toombs NJ Inc. v. Aetna Casualty & Surety Co., 404 Pa.Super. 471, 476-477, 591 A.2d 304, 307 (1991); Greene v. Oliver Realty, Inc., supra 363 Pa.Super. at 539, 526 A.2d at 1194. When the words used in a contract are ambiguous, a court may examine the surrounding circumstances to ascertain the intent of the parties. Greene v. Oliver Realty, Inc., supra at 539, 526 A.2d at 1194. When the language of a writing is clear and unequivocal, however, its meaning must be determined by its contents alone. Id. A written contract which is deemed unambiguous "must be held to...