Nelson v. Town of St. Johnsbury Selectboard, 13–386.

• Citation: 115 A.3d 423,2015 VT 5
• Decision Date: 16 January 2015
• Docket Number: No. 13–386.,13–386.
• Parties: Ralph NELSON v. TOWN OF ST. JOHNSBURY SELECTBOARD, Rodney LaMotte, Kevin W. Oddy, Alan Ruggles, James L. Rust, Bernard Timson and Town of St. Johnsbury.
• Court: United States State Supreme Court of Vermont

115 A.3d 423

2015 VT 5

Ralph NELSON

v.TOWN OF ST. JOHNSBURY SELECTBOARD, Rodney LaMotte, Kevin W. Oddy, Alan Ruggles, James L. Rust, Bernard Timson and Town of St. Johnsbury.

No. 13–386.

Supreme Court of Vermont.

Jan. 16, 2015.

Richard T. Cassidy of Hoff Curtis, Burlington, for Plaintiff–Appellant.

John T. Leddy and Kevin J. Coyle of McNeil, Leddy & Sheahan, Burlington, for Defendants–Appellees.

Present: REIBER, C.J., DOOLEY, SKOGLUND, ROBINSON and CRAWFORD, JJ.¹

Opinion

DOOLEY, J.

¶ 1. Plaintiff Ralph Nelson, the former town manager of St. Johnsbury, appeals from a trial court decision granting partial summary judgment to defendants, the Town of St. Johnsbury and its individual selectboard members (collectively “the Town”), on his claims of wrongful termination; violation of procedural due process under the Civil Rights Act, 42 U.S.C. § 1983 ; violation of Chapter I, Article 4 of the Vermont Constitution ; and promissory estoppel. We reverse and remand on the trial court's dismissal of the wrongful termination, Civil Rights Act, and state constitutional claims. We affirm the court's dismissal of the promissory estoppel claim and its grant of summary judgment on the qualified immunity defense.

¶ 2. In September 2010, the selectboard formally hired plaintiff as town manager after he served briefly on an interim basis. There is no evidence that the parties negotiated or agreed upon any specific contract terms for plaintiff's employment. According to plaintiff, the Town's attorney advised him on three separate occasions that he could be removed only for serious misconduct, which the attorney assured was “an extremely high bar.”

¶ 3. As town manager, plaintiff undertook a major project to renovate and lease the Town's Pomerleau Building. He apparently gained voter approval on a renovation budget and negotiated a lease with a potential tenant. The selectboard contends that plaintiff made certain misrepresentations about the proposed lease, which plaintiff denies. On March 16, 2012, selectboard chair, James Rust, informed plaintiff that the board had concerns about his performance and gave him a letter stating that the board would be conducting an inquiry and that “[r]efusing to answer, answering incompletely, or answering untruthfully, questions relating to work is considered misconduct for which an employee may be disciplined up to and including dismissal.” The letter never stated the nature of the inquiry, only that plaintiff was obligated to cooperate.

¶ 4. Selectboard member Kevin Oddy conducted the inquiry into plaintiff's performance and drafted a list of concerns, including allegations that plaintiff sexually harassed employees, created a hostile work environment, attempted to influence a school board member, and lied. No details were provided in the list, and there is no evidence the list was disclosed to plaintiff. On April 2, 2012, Rust informed plaintiff that the inquiry had turned up “something” and that the selectboard would be holding a meeting to

discuss plaintiff's job. Rust would not tell plaintiff what had turned up. He requested that plaintiff hand in his keys and laptop computer² and go home, and plaintiff complied.

¶ 5. On April 3, 2012, Rust called plaintiff and notified him that the selectboard would be meeting that evening but that plaintiff was not obligated to attend. Plaintiff nonetheless attended. When the meeting convened that evening, the selectboard immediately recessed to executive session. After forty-five minutes, the board asked plaintiff to join them, at which time they discussed the proposed lease. According to the selectboard members, they also questioned plaintiff about the other allegations concerning his job performance, but plaintiff denies this. The selectboard asked plaintiff if he wanted to resign, and he declined. Consequently, the board returned to public session and passed a vote of “no confidence.” According to plaintiff, he did not understand until that time that the selectboard was terminating his employment.

¶ 6. On April 4, 2012, the Town issued a press release announcing plaintiff's termination, stating that “[t]he Manager holds office at the will of the Board” and “the Town terminated ... [plaintiff] for certain actions ... that went directly against the will of the Board and were misrepresented by ... [plaintiff] to the Board.” Rust calculated that the proposed lease would have resulted in a substantial loss for the Town, and the Town eventually negotiated a more favorable lease.

¶ 7. Plaintiff filed suit against the selectboard and its individual members, claiming: (1) wrongful termination; (2) deprivation of due process of law in violation of the Civil Rights Act, 42 U.S.C. § 1983 ; (3) violation of Chapter I, Article 4 of the Vermont Constitution ; and (4) promissory estoppel. Plaintiff sought a preliminary injunction reinstating him as town manager; compensatory and punitive damages; and attorney's fees and costs. After a hearing, the trial court refused to grant a preliminary injunction on the ground that plaintiff had an adequate remedy at law and was not entitled to equitable relief. The Town filed a motion for partial summary judgment on the counts of plaintiff's complaint for which he sought reinstatement or damages for his termination, and the trial court granted this motion. The court held that

plaintiff has no legal interest in his employment because his employment was at will; the selectboard members are entitled to qualified immunity for their alleged violation of the Civil Rights Act, 42 U.S.C. § 1983 ; plaintiff has no private right of action for a violation of Chapter I, Article 4 of the Vermont Constitution ; and plaintiff failed to satisfy all the required elements of promissory estoppel.³ This appeal followed.

¶ 8. “We review summary judgment decisions de novo, using the same standard as the trial court.” Demag v. Better Power Equip., Inc., 2014 VT 78, ¶ 9, 197 Vt. ––––, 102 A.3d 1101. Summary judgment will be granted when, viewing the evidence in the light most favorable to the nonmoving party, “there exist no genuine issues of material fact and the moving party is entitled to judgment as a matter of law.” Id. (quotation omitted); see V.R.C.P. 56(a).

¶ 9. Before we turn to the specific claims, we stress that the lynchpin of this appeal is whether plaintiff could be terminated for any reason or only for cause. This question is controlled by 24 V.S.A. § 1233, the statute providing for termination of a town manager in the absence of a contract between the manager and the town. On this central question, plaintiff claims that the statute allows removal only for cause and that the Town lacked cause for his termination. He further argues that because he could be removed only for cause, he was entitled as a matter of due process to notice of the alleged cause for removal and a hearing at which he could contest the presence of cause, and that he did not receive these procedural protections. The Town, in turn, argues that plaintiff's employment as town manager was terminable at will under § 1233 and that, because it was terminable at will, plaintiff had no property interest in his job and no right to due process. These positions frame the central issue in this appeal.

¶ 10. The Town raised additional grounds on which it asserts it should prevail even if it loses on the lynchpin issue. With the exception of qualified immunity, these grounds were not considered by the trial court. For the reasons discussed below, we conclude that the summary judgment record is too limited to

consider these additional grounds. We do consider whether the selectboard members are entitled to qualified immunity, but leave the consequence of such a holding to the trial court.

I. Wrongful Termination

¶ 11. With this background in mind, we turn first to plaintiff's wrongful termination claim. Plaintiff claims that he could be removed only for cause but that he was terminated for no cause and is entitled to relief. The resolution of this issue depends upon the interpretation of 24 V.S.A. § 1233, which provides, in relevant part, that the town manager “shall be subject to the direction and supervision and shall hold office at the will of such selectmen, who, by majority vote, may remove him at any time for cause.” We are confronted with a statutory provision that appears internally inconsistent, both stating that the town manager serves at the will of the selectboard and requiring cause for removal. The trial court attempted to reconcile the conflicting terms, concluding that a town manager may be hired either at will pursuant to the statute or under a contract that modifies the statutory provision by providing for a specific employment duration. It then reasoned that if the town manager is hired at will, the selectboard may terminate that person at any time for any reason—with or without cause—but if the town manager has negotiated a contract for a fixed term, the selectboard can remove that person only for just cause. Because the court found no contract here, it concluded that plaintiff's employment was at will.

¶ 12. We start with the plain language of the statute and will enforce it according to its terms if the language is clear and unambiguous. In re Porter, 2012 VT 97, ¶ 10, 192 Vt. 601, 70 A.3d 915. Although both parties assert that the language of § 1233 is clear, we cannot agree that a statute with contradictory terms is unambiguous. We therefore must look beyond the plain language to determine the legislative intent, either probing into the legislative history or resorting to canons of statutory construction. Id. In this process, we are dealing with a statute that was enacted in 1917, see 1917, No. 104, §§ 2, 6; was codified in 1918, see 1918 G.L. § 4055; and has not been amended since. We have no direct evidence of the intent of the 1917 Legislature. Accordingly, we must determine the intent from the context of the statute in its entirety,

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