Harris County v. Penton
| Decision Date | 03 December 1993 |
| Docket Number | No. A93A0883,A93A0883 |
| Parties | HARRIS COUNTY v. PENTON. |
| Court | Georgia Court of Appeals |
Kelly, Denney, Pease & Allison, Ray L. Allison, Columbus, for appellant.
Robert L. Wadkins, Columbus, for appellee.
Ben H. Penton brought suit against Harris County for breach of an employment contract. Both parties moved for summary judgment, with Penton contending that the only issues remaining for trial were the amount of damages and whether the county failed to honor the contract in bad faith. The county appeals the grant of partial summary judgment in favor of Penton, and the denial of its cross-motion for summary judgment.
Harris County, by the assent of three of its five commissioners in office on July 3, 1990, contracted with Penton to act as its county manager. On January 3, 1991, a successor board of commissioners, consisting of at least three newly-elected members, declined to reappoint Penton to that position. It is undisputed that Penton was relieved of his position without cause. Penton sued, claiming that his employment contract was of a definite duration of 24 months and that the county breached it by firing him without good cause. The county responded that Penton's employment was terminable at will under the contract and that even if intended to be one of definite duration, such an agreement is nevertheless unenforceable under the circumstances as an impermissible attempt by a former board of commissioners to bind its successor. See OCGA § 36-30-3.
The contract, drafted by Penton, provided:
1. The initial question is whether the employment contract was intended to be of definite duration so that a successor board would be bound by the agreement, since "[a]n employment contract containing no definite term of employment is terminable at the will of either party, and will not support a cause of action against the employer for wrongful termination." Burton v. John Thurmond Constr. Co., 201 Ga.App. 10, 410 S.E.2d 137 (1991). The essence of the county's argument is that the language "for a period not to exceed 24 months" can have no other effect than to establish the maximum duration of an employment contract of otherwise indefinite duration. Penton in effect concedes this point by arguing that when read as a whole, other references to a stipulated time period in the contract render the language upon which the county relies "superfluous and meaningless." We cannot agree.
In construing contracts, Myers v. Texaco Refining, etc., 205 Ga.App. 292, 296, 422 S.E.2d 216 (1992). Since Penton's employment contract with Harris County plainly establishes a 24-month maximum duration, it follows that the actual duration of employment contemplated by the parties is indefinite within that 24-month period. Moreover, other references to a stipulated time period in the contract are clearly consistent with an employment contract of both limited and indefinite duration. First, "[n]either the reference to the fiscal year, nor the agreed upon annual rate of compensation establishes a [two]-year term of employment." Russell v. KDA, 206 Ga.App. 397(1), 425 S.E.2d 406 (1992). Second, the outlining of additional compensation and benefits "during subject 24 months" merely refers to the potential period of employment subject to the terms of the agreement. Finally, the plain meaning of the language providing for Penton's right to negotiate a new contract "at the end of this 24 month period" at most obligates the county to enter good faith negotiations should it require Penton's services beyond the maximum period covered under the contract.
The dissent relies upon Wojcik v. Lewis, 204 Ga.App. 301, 303(1), 419 S.E.2d 135 (1992) and maintains that the "not to exceed 24 months" language in the contract here is just as definite as the " 'not less than three years' " language used in Wojcik. However, the difference between the two is that the term of employment in Wojcik was to be at least three years; it could not be, for example, two years or two-and-one-half years. The term of employment under this contract could not be more than 24 months, but it could be less; it therefore was indefinite and terminable at will. As this court noted, the situation was very different in Wojcik: "The time from the commencement of Wojcik's employment until the end of three years is a certain period of time, Wojcik was terminated before the end of that period, and he did not claim any rights beyond that period." Id. at 303, 419 S.E.2d 135.
We therefore find that Penton's employment as county manager was terminable at will under the contract, and his firing "without cause" by the county, through its board of commissioners, is not actionable. The trial court erred in granting partial summary judgment in favor of Penton, and likewise erred in denying Harris County's motion for summary judgment.
2. Since we find that the employment contract was terminable at will by either of the parties, we need not address the question whether the Harris County Board of Commissioners may legally bind a successor board to its choice for county manager by an otherwise valid employment contract providing for a definite duration.
3. Penton's motion for sanctions for frivolous appeal is denied.
Judgment reversed.
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