Haywood v. Univ. of Pittsburgh

• Decision Date: 30 September 2013
• Docket Number: Civil Action No. 11–1200.
• Citation: 976 F.Supp.2d 606
• Parties: Michael A. HAYWOOD, Plaintiff, v. The UNIVERSITY OF PITTSBURGH, Defendant.
• Court: U.S. District Court — Western District of Pennsylvania

976 F.Supp.2d 606

Michael A. HAYWOOD, Plaintiff,

v.The UNIVERSITY OF PITTSBURGH, Defendant.

Civil Action No. 11–1200.

United States District Court,

W.D. Pennsylvania.

Sept. 30, 2013.

Anthony G. Buzbee, Pro Hac, Vice, Christopher K. Johns, Pro Hac, Vice, The Buzbee Law Firm, Houston, TX, Rolf Louis Patberg, Sean J. Carmody, Terrence M. Ging, Patberg, Carmody & Ging, Pittsburgh, PA, for Plaintiff.

Jennifer S. Fink, Pamela W. Connelly, Pittsburgh, PA, for Defendant.

OPINION

CONTI, Chief Judge.

I. Introduction

Pending before the court is a motion for summary judgment (ECF No. 57) filed by defendant and counterclaim plaintiff The University of Pittsburgh (“University”) and a partial motion for summary judgment (ECF No. 60) filed by plaintiff and counterclaim defendant Michael Haywood (“Haywood”).

Haywood initiated this diversity action on September 19, 2011, by filing a three-count complaint alleging: (1) a Pennsylvania state common law claim for breach of contract with respect to an employment contract (count A); (2) a Pennsylvania state common law claim for breach of contract with respect to an oral agreement (count B); and (3) a deprivation of Haywood's due process rights under the Fourteenth Amendment to the United States Constitution, pursuant to 42 U.S.C. § 1983 (count C). (Haywood's Complaint (“complaint”) (ECF No. 1.))

II. Procedural Background

On October 14, 2011, the University filed with the court its answer, affirmative defenses, and counterclaim alleging breach of confidentiality of an employment contract (“counterclaim”). (ECF No. 10.) On the same day, the University filed a partial motion to dismiss count C of the complaint (ECF No. 8) and a brief in support of its motion. (ECF No. 9) On November 4, 2011, Haywood filed a response in opposition to the University's motion to dismiss. (ECF No. 14.) On February 1, 2012, Haywood filed an answer to the University's counterclaim. (ECF No. 20.) On February 22, 2012, 2012 WL 591746, the court granted the University's partial motion to dismiss with respect to count C, i.e., Haywood's claim that the University deprived him of his constitutional rights. (ECF No. 24.)

On February 14, 2013, the University filed a cross-motion for summary judgment, a brief in support of that motion, a concise statement of material facts, and an accompanying appendix with respect to all remaining claims, i.e., count A, count B, and the counterclaim. (ECF Nos. 57, 58, 59.) On March 18, 2013, Haywood filed a brief in opposition, and the University filed its reply. (ECF Nos. 68, 71.) On April 9, 2013, the parties filed a combined concise statement of material facts. (Combined Concise Statement of Material Fact (“C.S.F.”) (ECF No. 72).)

On February 14, 2013, Haywood filed a cross-motion for summary judgment with respect to the University's counterclaim, a brief in support of his motion, a concise statement of material facts, and an accompanying appendix. (ECF Nos. 60, 61, 62, 63.) On March 18, 2013, the University filed a brief in opposition to Haywood's motion for summary judgment. (ECF No. 65.) On April 12, 2013, the parties filed a combined concise statement of material facts. (ECF No. 74.) The parties' motions for summary judgment having been fully briefed are now ripe to be decided by the court.

III. Factual Background

The factual background is derived from the undisputed evidence of record and the disputed evidence of record is viewed in the light most favorable to the nonmoving party. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) (“The evidence of the nonmovant is to be believed, and all justifiable inferences are to be drawn in his favor.”).

A. The Parties

Haywood is an individual who formerly worked as a college football coach. (C.S.F. ¶ 1 (ECF No. 72); ECF No. 59–2.) The University is an institution of higher learning, and “an instrumentality of the Commonwealth to serve as a State-related institution in the Commonwealth System of Higher Education.” (C.S.F. ¶ 2 (ECF No. 72); 24 PA. STAT. § 2510–202.)

B. Haywood's Employment Contract with the University

1. The Written Agreement

In early December 2010, Steve Pederson (“Pederson”), athletic director for the University, recruited Haywood to serve as the University's head football coach. (Deposition of Steve Pederson (“Pederson's Dep.”) at 5–6, 14–15 (ECF No. 59–3 at 118–121).) Jerome Cochran (“Cochran”), executive vice chancellor and general counsel for the University, negotiated the terms of the employment contract for the University. (C.S.F. ¶ at 13(ECF No. 72); Pederson's Dep. at 19 (ECF No. 59–3 at 122); Deposition of Jerome Cochran (“Cochran's Dep.”) at 78 (ECF 59–3 at 73).) Albert Elias (“Elias”), Haywood's attorney and agent, negotiated the terms of the employment contract for Haywood. (C.S.F. at ¶ 13 (ECF No. 72); Deposition of Albert Elias (“Elias' Dep.”) at 20–21, 24–28, 56–59, 139 (ECF No. 70–1 at 91–93, 100–101, 121); Deposition of Mike Haywood (“Haywood's Dep.”) at 60 (ECF No. 59–2 at 107).)

Haywood directly communicated with the University about the terms of the employment contract, did not have questions for Elias concerning terms of the employment contract, and only sought changes relating to the assistant coaches' compensation and salary pool. (Haywood's Dep. at 63–64, 69 (ECF No. 59–2 at 109–110, 113).) Haywood read and discussed the employment contract's compensation provisions with Elias, but did not read the non-economic terms of the employment contract. (Haywood's Dep. at 67–69, 71–72 (ECF No. 59–2 at 111–113, 114–115).) On December 16, 2010, Haywood entered into the employment contract with the University agreeing to serve as the University's head football coach. (C.S.F. ¶ 3 (ECF No. 74 at); Employment Contract (ECF No. 14–1).) The employment contract was to expire on January 15, 2016, unless otherwise extended or terminated. (Employment Contract ¶ 2.1 (ECF No. 14–1).)

Elias advises his clients to read the contracts they sign, but Haywood had not read the employment contract in its entirety as of August 29, 2012. (Elias' Dep. at 60 (ECF No. 70–1 at 101); Haywood's Dep. at 72 (ECF No. 59–2 at 115).) The employment contract provided Haywood a base salary of one million dollars per year, a vehicle, a private stadium box for home games, and supplemental compensation for exceptional performance. (Employment Contract ¶ 3 (ECF No. 14–1).) The employment contract provided: “All such annual base salary shall be paid to the employee in equal monthly installments, on the last day of each calendar month.” (Employment Contract ¶ 3.1 (ECF No. 14–1).)

Under the terms of the employment contract, the University could terminate Haywood's employment with or without just cause. (Employment Contract ¶¶ 14.1, 14.2 (ECF No. 14–1); C.S.F. ¶ 19 (ECF No. 72 at 115).) If the University wanted to terminate the employment contract without just cause, it had to provide Haywood written notification of such termination pursuant to paragraph 14.2 of the employment contract. Paragraph 14.2 provided:

In addition to its rights as described in provision 14.1, the University shall have the right to unilateral termination of this Contract without just cause. Such unilateral termination by the University without just cause shall be effectuated by delivering to Employee written notice of the University's intent so to terminate this Contract. If, but only if, the University exercises its right to unilateral termination under this provision 14.2, Employee shall be entitled to liquidated damages in, and only in, the amount of Seven Hundred Fifty Thousand Dollars ($750,000) per Contract Year, pro rated, for the then-unexpired Term of this Contract, and such payment obligation shall survive the said termination of this Contract.

(Employment Contract ¶ 14.2 (ECF No. 14–1).) If the University terminated the employment contract with just cause, the University would be “relieved of all further obligations (financial and otherwise) to [Haywood].” (Employment Contract ¶ 14.1 (ECF No. 14–1); C.S.F. ¶ 20 (ECF No. 72).) The University could determine that just cause existed to terminate the employment contract if Haywood engaged in conduct that is seriously prejudicial to the best interests of the University or its intercollegiate athletics programs; that violates the University's or the Department's then-current mission; that brings the University into disrepute; or that reflects dishonesty, disloyalty, willful misconduct, gross negligence, moral turpitude or refusal or unwillingness to perform his duties ...

(Employment Contract ¶ 14.1(F) (ECF No. 14–1); C.S.F. ¶ 21 (ECF No. 72).) If the University terminated the employment contract without just cause, Haywood would

be entitled to liquidated damages in, and only in, the amount of Seven Hundred Fifty Thousand Dollars ($750,000) per Contract Year, pro rated, for the then-unexpired Term of this Contract, and such payment obligation shall survive the said termination of this Contract.

(Employment Contract ¶ 14.2 (ECF No. 14–1).) With respect to termination of the employment contract, paragraph 14.10 provided:

Immediately upon expiration or any other termination of this Contract, as described herein, all obligations of the University to make payments to the Employee or to provide consideration hereunder, except as and to the extent expressly described in provisions 14.2, 14.3, 14.4, 14.7, and 14.8, as and if applicable, shall cease as of the date of such expiration or termination. In no case shall the University be liable to the Employee for the loss of any collateral business opportunities or any other benefits, perquisites or income.

( Id. at ¶ 14.10.)

Elias does not remember discussing with Haywood any provisions of paragraph 14 of the employment contract, which governed termination of the employment contract. (C.S.F. ¶ 25 (ECF No. 72); Elias' Dep. at 61 (ECF No. 70–1 at 102).)

With respect to confidentiality, paragraph 17.1 of the employment contract...