Philip E. Satterfield v. Adams County/ohio Valley School District Nka Adams County Educational Service Center
| Decision Date | 06 November 1996 |
| Docket Number | 96-LW-4700,95CA611 |
| Parties | Philip E. Satterfield, Plaintiff-Cross-Appellant v. Adams County/Ohio Valley School District nka Adams County Educational Service Center, Defendant-Appellant Case |
| Court | Ohio Court of Appeals |
John W Hust, SCHROEDER, MAUNDRELL, BARBIERE & POWERS, Cincinnati, Ohio for appellant.
Donald B. Leach, Jr. and John W. Ferron, BUCKINGHAM, DOOLITTLE & BURROUGHS, Columbus, Ohio for cross-appellant.
DECISION
Philip Satterfield ("Satterfield") and the Adams County/Ohio Valley School District ("District") both appeal the grant of summary judgment to Satterfield on his contract claim and to the District on Satterfield's remaining claims. The District contends on appeal that the Adams County Court of Common Pleas erred in finding the contract valid because the District alleges that the contract was entered into in violation of R.C. 3319.01, 5705.412, and 121.22. We disagree; the contract is valid. The District also contends that the trial court erred in finding that a clause in the contract was a liquidated damages clause rather than a penalty. We agree with the District; the clause is a penalty. Satterfield contends that the trial court erred in dismissing his employment discrimination and wrongful discharge claims. We agree; summary judgment was inappropriate. Satterfield also argues that he is entitled to a declaratory judgment and attorney fees. We disagree. Accordingly, the judgment of the trial court is affirmed in part and reversed in part.
In 1990, the District hired Satterfield to be its superintendent through July 31, 1994. As the end of his term drew near, Satterfield began to search for a new position. The District became aware of Satterfield's job search and sought to renew Satterfield's contract. At its July 20, 1993 meeting, the board of education ("Board") passed a resolution which provided that Satterfield should be reemployed as superintendent for another four years. The resolution stated that Satterfield's salary and additional benefits would be set forth in the contract. No contract was executed at this time and Satterfield's salary and benefits were not determined. After the meeting, Satterfield ended his search for a new position and purchased a home in Adams County.
The Board approved a wage and benefits package for Satterfield at its November 15, 1993 meeting. However, the contract was not executed at this time. At its next meeting on December 13, 1993, the Board approved the minutes of the November 15 meeting. A four-year contract between the District and Satterfield was executed the next day. The contract provided that if the District terminated Satterfield's employment before the expiration of the contract, the District was required to "fulfill all financial obligations included within this contract for the total of the four year contract."
The composition of the Board changed in 1994 as new members were sworn in. The Board's desire to reemploy Satterfield also changed. At its February 11, 1994 meeting, the Board passed a resolution rescinding the actions taken to reemploy Satterfield and indicating that it would not reemploy Satterfield. The District hired a successor superintendent on July 27, 1994.
Satterfield filed suit against the District alleging (1) breach of contract, (2) promissory estoppel, (3) employment discrimination on the basis of religious beliefs in violation of R.C. 4112.02(A), and (4) wrongful discharge. Satterfield also sought a declaratory judgment that the contract was valid and that the Board's actions to rescind the contract were unlawful and void. The District answered Satterfield's complaint and asserted numerous affirmative defenses including that the contract was void because it was adopted in violation of R.C. 3319.01 and 121.22. The District did not assert that the contract was void for failure to comply with R.C. 5705.412.
The District moved for summary judgment on all counts. Satterfield moved for summary judgment on his breach of contract and promissory estoppel claims as well as his two declaratory judgment counts. After several judgment entries and premature appeals, the trial court held that the contract was valid and contained a liquidated damages clause. The trial court enforced the liquidated damages clause and found that Satterfield was entitled to $249,600 for his salary; $24,959.99 for unused vacation time; $5,619 for unused sick leave; $22,174.56 for the value of health insurance benefits; $665.28 for the value of life insurance benefits; and $4,800 for professional dues. Although these damages total $307,818.83, the trial court granted judgment for only $277,239.84. The trial court granted summary judgment to the District on Satterfield's remaining claims.
Both parties now appeal. The District's four assignments of error raise the following issues: (1) whether the contract complied with R.C. 3919.01; (2) whether the contract complied with R.C. 5705.412; (3) whether there were genuine issues of material fact regarding whether the contract was approved pursuant to the Sunshine Law, R.C. 121.22; (4) whether the contract contained a penalty clause; and (5) whether the trial court erred in calculating damages.
Satterfield's six assignments of error raise the following issues: (1) whether the trial court erred in granting summary judgment on Satterfield's state employment discrimination claim; (2) whether the trial court erred in granting summary judgment on Satterfield's wrongful discharge claim; (3) whether the trial court erred by failing to consider salary increases due to Satterfield when the court calculated damages; (4) whether the trial court erred in failing to award Satterfield attorney fees; (5) whether the trial court erred in failing to award prejudgment interest; (6) whether the trial court erred in awarding damages inconsistent with its own entry; (7) whether Satterfield was entitled to a declaratory judgment that the contract imposed no limitation on the recovery of damages; and (8) whether Satterfield was entitled to a declaratory judgment on his promissory estoppel theory.
Summary judgment is appropriate when the following factors have been established: (1) that there is no genuine issue as to any material fact; (2) that the moving party is entitled to judgment as a matter of law; and (3) that reasonable minds can come to only one conclusion, and that conclusion is adverse to the nonmoving party, who is entitled to have the evidence construed in his or her favor. See Bostic v. Connor (1988), 37 Ohio St.3d 144, 146; Harless v. Willis Day Warehousing Co. (1978), 54 Ohio St.2d 64, 66; Morehead v. Conley (1991), 75 Ohio App.3d 409, 411. Morehead v. Conley, 75 Ohio App.3d at 41112. See, also, Schwartz v. Bank One, Portsmouth, N.A. (1992), 84 Ohio App.3d 806, 809.
The burden of showing that no genuine issue of material fact exists falls upon the party requesting summary judgment. Dresher v. Burt (1996), 75 Ohio St.3d 280, 294, citing Mitseff v. Wheeler (1988), 38 Ohio St.3d 112, 115. The moving party bears this burden even for issues that the non-moving party may have the burden of proving at trial. Dresher v. Burt, supra, citing Mitseff v. Wheeler, supra. Morehead v. Conley, 75 Ohio App.3d at 413.
The District, in its first three issues, argues that the contract is void for failure to comply with several statutory requirements. We disagree.
The interpretation of the Revised Code is a question of law which we review de novo. State ex rel. Athens Cty. Bd. of Commrs. v. Gallia, Jackson, Meigs, Vinton Joint Solid Waste Mgt. Dist. Bd. of Directors (1996), 75 Ohio St.3d 611, 614, quoting State v. S.R. (1992), 63 Ohio St.3d 590, 594-595. The words and phrases of a statute are to be read in context and construed according to their common usage. R.C. 1.42. A statute which is unambiguous and definite on its face is to be applied as written. State ex rel. Herman v. Klopleisch (1995), 72 Ohio St.3d 581, 584. However, a statute should not be interpreted to yield an absurd result. Mishr v. Poland Bd. of Zoning (1996) 76 Ohio St.3d 238, 240; R.C. 1.47.
The appointment of a school superintendent is governed by R.C 3319.01, which provides that "[a]t the time of making such appointment or designation of term, such board shall fix the compensation of the superintendent * * * and shall execute a written contract of employment with such superintendent." The District contends that Satterfield's appointment was made at the July 1993 meeting, while Satterfield's compensation was not fixed until the November 1993 meeting and the contract was not executed until December 1993. The District therefore argues that the Board violated its statutory authority in attempting to reemploy Satterfield by appointing, fixing the compensation, and executing the contract on different dates instead of "at the time" of making the appointment. The District concludes that the...
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