Kirschling v. Lake Forest School Dist.

• Decision Date: 03 June 1988
• Docket Number: Civ. A. No. 86-357 MMS.
• Citation: 687 F. Supp. 927
• Parties: Thomas J. KIRSCHLING, Plaintiff, v. The LAKE FOREST SCHOOL DISTRICT, a School District of the State of Delaware; the Lake Forest Board of Education, a Local School Board of the State of Delaware; H. Earl Roberts, Individually and in his Official Capacity as President of the Lake Forest Board of Education; and Roberta W. O'Neal, Individually and in her Official Capacity as Member of the Lake Forest Board of Education, Defendants.
• Court: U.S. District Court — District of Delaware

687 F. Supp. 927

Thomas J. KIRSCHLING, Plaintiff, v. The LAKE FOREST SCHOOL DISTRICT, a School District of the State of Delaware; the Lake Forest Board of Education, a Local School Board of the State of Delaware; H. Earl Roberts, Individually and in his Official Capacity as President of the Lake Forest Board of Education; and Roberta W. O'Neal, Individually and in her Official Capacity as Member of the Lake Forest Board of Education, Defendants.

Civ. A. No. 86-357 MMS.

United States District Court, D. Delaware.

June 3, 1988.

COPYRIGHT MATERIAL OMITTED

Francis S. Babiarz, and Kathryn J. Laffey, of Biggs & Battaglia, Wilmington, Del., for plaintiff.

Mason E. Turner, Jr., and Karen R. Lines, of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington, Del. for defendants.

MURRAY M. SCHWARTZ, Chief Judge.

Based on the defendants' withdrawal of an employment offer, plaintiff, Thomas J. Kirschling, filed suit in diversity alleging breach of contract and promissory estoppel, and under 42 U.S.C. § 1983 alleging violation of his due process rights. Plaintiff seeks specific performance as well as compensatory damages from defendants the Lake Forest School District ("the District"), the Lake Forest Board of Education ("the Board"), and two members of the Board, Mr. Roberts and Mrs. O'Neal, in their official capacities, collectively referred to as the Lake Forest defendants.¹ Plaintiff also seeks punitive damages from Mr. Roberts and Mrs. O'Neal in their individual capacities. The Lake Forest defendants filed a motion for summary judgment on several grounds.

I. Background

In April 1986, plaintiff applied to the Lake Forest School District for the position of secondary school principal. According to established procedures, the Board of Education conducted the initial screening and final interviews. Based upon state and local salary schedules, Richard Moretti, assistant for administrative services, calculated the salary for Mr. Kirschling and the other two finalists. Mr. Moretti determined that, if hired, Mr. Kirschling's salary would be $38,366.00 plus approximately $2,000.00 in annual increases.

On May 21, 1986, the Board of Education met and decided to extend an offer to Mr. Kirschling; and, at the Board's direction, Dr. Gerald Lysik, Superintendent of the School District and acting as Executive Secretary to the Board, telephoned Mr. Kirschling to offer him the position, which Mr. Kirschling indicated he would take. On the following day, May 22, the Board passed a formal resolution appointing Mr. Kirschling as principal, and Dr. Lysik informed Mr. Kirschling of the action. On May 27, 1986, Dr. Lysik sent plaintiff a letter stating that he had been appointed as principal and enclosing a two-year Delaware School Administrator's contract for his signature. All of the contract terms were completed except for salary, which, instead of naming a specific figure, referenced state and local salary schedules. The contract provided for termination only for just cause and for termination notice and hearings. At the beginning of June, Mr. Kirschling visited the District at Dr. Lysik's request. On this visit, they discussed Mr. Kirschling's assumption of the position, and he was introduced as the new principal.

Shortly thereafter, members of local education associations contacted Dr. Lysik and Mrs. O'Neal, then President of the Board, and told them of unfavorable information concerning Mr. Kirschling. Mr. Roberts, then Vice-President of the Board, contacted a member of the Chichester Education Association, who told him that several sexual harassment grievances had been filed against Mr. Kirschling.

Acting at Mr. Robert's direction, Dr. Lysik telephoned Mr. Kirschling on June 6, 1986 and informed him that, because of new information, the Board no longer supported his appointment as principal. Dr. Lysik recommended that Mr. Kirschling withdraw his acceptance of the position. Mr. Kirschling requested an opportunity to present his case to the Board. Dr. Lysik informed him that the Board was not interested in hearing from him.

In a Board meeting on June 9, 1986 Dr. Lysik represented to the Board that Mr. Kirschling was removing his candidacy for the position as principal. The Board then resolved "to accept the oral withdrawal of Thomas J. Kirschling as high school principal" and appointed someone else to the position. On June 16, 1986 counsel for plaintiff sent Dr. Lysik a letter informing him that Mr. Kirschling was not withdrawing his acceptance, and had recalled several pending employment applications in reliance upon the Board's offer.

II. Analysis

A. Summary Judgment Standard

As recently enunciated by the United States Supreme Court,

Rule 56(c) mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case and upon which that party will bear the burden of proof at trial.

Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552-53, 91 L.Ed.2d 265 (1986).

If the non-movant has the burden of persuasion and the movant has identified facts sufficient to demonstrate that no issue of material fact remains, the non-moving party must identify for the court facts which would defeat the motion. Childers v. Joseph, 842 F.2d 689, 694-95 (3d Cir.1988). In order to defeat the motion, the non-moving party must produce evidence of facts material to the claim "such that a reasonable jury could return a verdict" in his favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). Inferences from the evidence submitted and doubts concerning the existence of a genuine issue of material fact must be resolved in favor of the non-moving party. Chipollini v. Spencer Gifts, Inc., 814 F.2d 893, 900 (3d Cir.), cert. dismissed, ___ U.S. ___, 108 S.Ct. 26, 97 L.Ed.2d 815 (1987).

B. Contract Validity

In their motion for summary judgment, defendants allege no binding contract exists, because there was no writing in compliance with the Statute of Frauds and no mutuality of obligation.

Delaware law mandates that "any agreement that is not to be performed within the space of one year from the making thereof" may not be enforced "unless the contract is reduced to writing, or some memorandum, or notes thereof, which are signed by the party to be charged therewith, or some other person thereunto by him lawfully authorized in writing...." Del.Code Ann. tit. 6, § 2714(a) (1975).

The Delaware Statute of Frauds requirement applies to employment contracts that cannot possibly be performed within one year. Haveg Corp. v. Guyer, 58 Del. 535, 211 A.2d 910, 912-13 (1965). Because the contract sent to Mr. Kirschling was for two years, the agreement falls within the Statute of Frauds.

Plaintiff maintains the minutes of Board meetings signed by Dr. Lysik and the letter to Mr. Kirschling informing him of the offer, also signed by Dr. Lysik, together with the contract, constitute a sufficient writing to satisfy the Statute of Frauds.

To determine if the writings satisfy the Statute of Frauds, the Court must examine whether the writings contain the necessary signatures and whether they are sufficiently complete. Two issues will be addressed concerning signatures: which party must sign and which documents must be signed. Defendants do not dispute Dr. Lysik was acting as an agent of the Board in signing the relevant minutes and letter, and in sending the letter and contract. The statute only requires the writing be signed by the party to be charged, not the party bringing suit. Cartmell v. Nigro, 19 Del.Ch. 231, 165 A. 625, 626 (1933). In an employment contract, it is immaterial that the employee has not signed because the employer is the party to be charged. Dr. Lysik's signature on the letter and minutes is sufficient and Mr. Kirschling's is not required. The requirement that the writing must be signed by the party to be charged is met.

In addition, if the memorandum consists of several writings, only one of the writings must be signed. Abramson v. Delrose, Inc., 132 F.Supp. 440, 442 (D.Del. 1955). Because the letter and minutes were signed by Dr. Lysik, the contract and the salary notations by Mr. Moretti need not be signed to satisfy the Statute of Frauds. The signature requirement is met.

Attention is now turned to the sufficiency of the writings under the Statute of Frauds. The required writings may consist of several documents and need not be made with the intent to create a sufficient writing under the statute. Abramson, 132 F.Supp. at 442.

A writing meeting the Statute of Frauds requirements:

(a) reasonably identifies the subject matter of the contract,

(b) is sufficient to indicate that a contract with respect thereto has been made between the parties or offered by the signer to the other party, and

(c) states with reasonable certainty the essential terms of the unperformed promises in the contract.

Restatement, Second, of Contracts, § 131. Each of these factors will be addressed in the above order.

First, the Court will consider whether the writings reasonably identify the subject matter of the contract. The minutes of the Board meeting of May 22, 1986 signed by Dr. Lysik state that the Board unanimously accepted Mr. Kirschling's appointment as principal. The letter of May 27, 1986 signed by Dr. Lysik informs Mr. Kirschling the Board has appointed him as principal and encloses a contract for his signature. The enclosed standard Delaware School Administrators Contract has all terms completed except salary, which has a notation "according to state and local salary schedules." Together these writings identify the subject matter of the contract to be a two-year employment contract for the position of principal.

The second factor is whether the writings are adequate to indicate that a contract has been offered. The signed minutes of the May 21,...