Robbins v. McDonnell Douglas Corp.

• Citation: 27 S.W.3d 491
• Parties: (Mo.App. E.D. 2000) Douglas Robbins and Thomas Shelor, Appellants, v. McDonnell Douglas Corporation and McDonnell Douglas Technical Services Company, Respondents. ED77233 0
• Decision Date: 19 September 2000
• Court: Missouri Court of Appeals

27 S.W.3d 491 (Mo.App. E.D. 2000)

Douglas Robbins and Thomas Shelor, Appellants, v. McDonnell Douglas Corporation and McDonnell Douglas Technical Services Company, Respondents.

ED77233

Missouri Court of Appeals Eastern District

09/19/2000

Appeal From: Circuit Court of St. Louis County, Hon. Patrick Clifford, Judge

Counsel for Appellant: Jerome J. Dobson and Gregory A. Rich

Counsel for Respondent: Thomas C. Walsh, Dennis C. Donnelly and Daniel M. O'Keefe

Opinion Summary: Employees Douglas Robbins and Thomas Shelor appeal the summary judgment entered in favor of Defendants McDonnell Douglas Corporation (MDC) and McDonnell Douglas Technical Services Company (MDTSC) (collectively Defendants) in their action alleging breach of contract.

REVERSED AND REMANDED.

Division Three holds: (1) The trial court did not err in ruling on defendants' motion for summary judgment before disposing of their equitable claim. (2) The contract at issue unambiguously required defendants to offer the mployees at least 40 hours of work each week, including weeks in which a paid or unpaid holiday occurred.

Lawrence G. Crahan, Judge

Douglas Robbins and Thomas Shelor ("Employees") appeal the summary judgment entered in favor of Defendants McDonnell Douglas Corporation ("MDC") and McDonnell Douglas Technical Services Company ("MDTSC") (collectively, "Defendants") in their action alleging breach of contract. We reverse and remand.

The material facts are not in dispute. In the early 1990's, MDC laid off about 25% of its workers in the St. Louis area. Shortly thereafter, the Equal Employment Opportunity Commission ("EEOC") filed suit in federal court alleging that, in implementing this force reduction, MDC had unlawfully discriminated against employees who were age 55 or older in violation of the Age Discrimination in Employment Act, 29 U.S.C. Sec. 621 et. seq. MDC and the EEOC ultimately settled that suit by agreeing to a Consent Decree which required MDC to rehire about 200 former employees, either directly or through its subsidiary, MDTSC. The Consent Decree further required, inter alia, that MDC offer the affected employees employment with either MDC or MDTSC¹ for a guaranteed term of at least 4 years with a salary at least equal to their last salary with MDC.

Employees are two of approximately 200 workers who were offered contracts of reemployment pursuant to the terms of the Decree.² The contracts, which are essentially identical except for the rate of hourly compensation, provide in pertinent part:

CONTRACT LABOR EMPLOYMENT AGREEMENT - CONSENT DECREE

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between [Name] ("Employee", "YOU", "YOUR") and McDonnell Douglas Technical Services Company ("MDTSC," "WE", "OUR", "US"). In consideration of the mutual promises herein, the parties hereto agree as follows:

1. Duties and Responsibilities. MDTSC desires to employ YOU and YOU desire to be employed by MDTSC for the purpose of providing temporary technical services to MDTSC's client, [Named MDC Division] ("CLIENT").

2. Term. The term of this Agreement shall be a minimum of four (4) years, measured from YOUR start date, or until terminated as provided for in Paragraph 9.

3. Offered Work. During the term of this agreement YOU will be offered at least forty (40) hours of work each week. Offered work notwithstanding, YOU will be paid only for time actually worked.

4. Base Compensation. In consideration of the services which YOU render under this agreement, WE will pay YOU as described below. Except as specified in Paragraph 3 [sic] following, WE will pay YOU only for time worked as evidenced by a timecard signed by YOU and an authorized CLIENT representative.

$ [Amount] for each of the first 40 hours worked in any workweek ("straight time"). A workweek is Monday through Sunday.

$ [Amount] for each hour worked in excess of 40 in any workweek ("overtime").

5. Additional Compensation. Any and all other compensation in addition to the Base Compensation specified in Paragraph 4 above for which YOU are eligible is provided in the Attachments listed following:

Attachment H - Holiday Pay, Attachment V - Vacation Pay

* * * *

Attachment H - Holiday Pay, provides in pertinent part:

MDTSC celebrates six (6) holidays each year:

-New Years's Day -Labor Day

-Memorial Day -Thanksgiving Day

-Independence Day -Christmas Day

. . . WE will pay YOU Holiday Pay at your straight-time pay rate for each of the above holidays as they occur. . .

If YOU are eligible for Holiday Pay and YOU work on a holiday, YOU will receive regular pay for all hours worked, in addition to Holiday Pay. If a client celebrates a holiday which is not one of the above-designated MDTSC holidays, and YOU therefore do not work, YOU will not be paid for that day.

In their petition, Employees claim that MDC and MDTSC breached the foregoing agreement by failing to offer them at least 40 hours of work during any of the weeks in which a MDTSC or MDC holiday occurred. Although Employees do not claim that they were not paid for the six recognized MDTSC holidays specified in Attachment H, they claim that Defendants were nonetheless required by the express terms of paragraph 3 of the agreement to offer them no less than 40 hours of work every week, including weeks in which a paid or unpaid holiday occurred. Employees sought money damages for the compensation they could have earned if they had been offered 40 hours of work every week and injunctive relief.

In their answer, Defendants denied that they had breached the agreement and alleged that the language "YOU will be offered at least forty (40) hours of work each week" was ambiguous when viewed in the total context in which the offer was made. Defendants further alleged that such language constituted a latent ambiguity and that Attachment H set forth the true intent of the parties with respect to any and all MDC holidays, which was that no work was contemplated on the 13 days each year when normal operations of MDC are shut down. Defendants prayed that the contract be reformed to express such mutual intent.

After both sides engaged in discovery, Defendants moved for summary judgment or, in the alternative, for reformation of the contracts. Defendants first urged that the contracts were not ambiguous. Specifically, Defendants claimed that the general provision in paragraph 3 requiring Defendants to offer 40 hours of work per week was overridden by the more specific language in Attachment H pertaining to holidays.

In the alternative, if the contracts were deemed to be ambiguous, Defendants claimed that extrinsic evidence confirmed that the purpose of the language in paragraph 3 was solely to satisfy the requirement of the Consent Decree that the affected employees be afforded the opportunity to earn at least as much as they had earned as MDC employees and under similar conditions. In support of this assertion, Defendants submitted the affidavit of H. Juanita Beecher, an in-house attorney who participated in drafting the contracts at issue. According to Ms. Beecher, it had been the practice at MDC that non-Consent Decree MDTSC contract employees worked on an as-needed basis and were not necessarily provided full-time work. Ms. Beecher thus prepared the language requiring Defendants to offer at least 40 hours of work per week in order to help ensure compliance with the Consent Decree requirements that the affected employees be compensated at least as highly as they had been before the layoffs and under similar working conditions. Ms. Beecher further attested that, in compliance with the Decree, all of the affected employees were offered sufficient work such that they had the opportunity to earn as much or more as in their previous employment or they were paid a pay differential make-up amount to cover any shortfall. Also, after negotiations between MDC and the EEOC, it was agreed that the affected employees would only receive Holiday Pay for the six holidays celebrated by MDTSC.

As yet another alternative, Defendants urged that Ms. Beecher's affidavit established that the intent of the parties was simply to comply with the purpose of the Consent Decree and that Holiday Pay should be governed by Attachment H. Thus, Defendants claimed, if paragraph 3 could be construed to require that the affected employees must be offered work even during plant shutdowns for holidays, such construction was the result of a scrivener's error not reflecting the true intent of the parties and paragraph 3 should be reformed.

In opposition to Defendants' motion, Employees Robbins and Shelor each submitted his own affidavit along with the deposition testimony of Linda Kluge, another MDC in-house attorney who served on the committee that was charged with implementing the Consent Decree and who signed the agreement with Mr. Shelor on behalf of MDTSC.

In their affidavits, Employees stated that when they signed their agreements with MDTSC, they believed they would be offered at least 40 hours of work each week, including those weeks in which the normal operations of MDTSC were shut down for one or more days due to a paid or unpaid holiday. They thought they would either be permitted to work on the holiday or that other arrangements would be made so that they could work 40 hours each week. Both stated that this did not occur and they were not offered at least 40 hours of work during the weeks in which a paid or unpaid holiday occurred.

Ms. Kluge testified in her deposition that Defendants' intent was that persons hired pursuant to the Consent Decree were to be offered at least 40 hours of work each week regardless of whether there was a paid or unpaid holiday during the week.

In a reply to Employees' opposition, Defendants submitted correspondence from Mr. Shelor and a subsequent contract signed by Mr. Robbins that Defendants argued were inconsistent with their affidavits as to their intent. The trial court sustained Defendants'...