Samuels v. Tschechtelin

• Decision Date: 13 October 2000
• Docket Number: No. 2044,2044
• Citation: 763 A.2d 209,135 Md. App. 483
• Parties: Frank SAMUELS v. James D. TSCHECHTELIN et al.
• Court: Court of Special Appeals of Maryland

763 A.2d 209

135 Md. App. 483

Frank SAMUELS v.James D. TSCHECHTELIN et al.

No. 2044, Sept. Term, 1999.

Court of Special Appeals of Maryland.

October 13, 2000.

Reconsideration Denied December 26, 2000.

Mark S. Dachille(Barry L. Steelman, on the brief), Baltimore, for appellant.

Jacqueline W. Mintz, Asst. Atty. Gen. (J. Joseph Curran, Jr., Atty. Gen. and Mark J. Davis, Asst. Atty. Gen., on the brief), Baltimore, for appellees.

Argued before HOLLANDER, SALMON and KRAUSER, JJ.

HOLLANDER, Judge.

This matter, which is before the Court for the second time, has its genesis in the 1995 termination of Dr. Frank Samuels, appellant, from the position of Vice President of Academic Affairs for Baltimore City Community College("BCCC" or the "College").Pursuant to Md.Code(1978, 1999 Repl.Vol.), ?16-503(b) of the Education Article("E.A."), BCCC "is an institution of higher education of the State of Maryland."¹

In 1996, appellant filed a multi-count complaint in the Circuit Court for Baltimore City against Dr. James D. Tschechtelin, President of BCCC; the Board of Trustees of the College(the "Board"); the individual members of the Board (the "Trustees");² and the State of Maryland, appellees herein.As to all appellees, jointly and severally, Samuels challenged his termination, alleging breach of his employment contract (Count I); breach of the implied covenant of good faith and fair dealing (Count II); denial of procedural due process under the Fourteenth Amendment to the United States Constitution and the Maryland Declaration of Rights (Count III); denial of substantive due process under the Fourteenth Amendment to the federal Constitution and the Maryland Declaration of Rights (Count IV); defamation (Count V); racial discrimination, in violation of 42 U.S.C. ? 1981(Count VI); and racial discrimination, in violation of 42 U.S.C. ? 1983(Count VII).Over a three-year period, the circuit court disposed of the entire complaint through dismissal and summary judgment.

On appeal, Dr. Samuels does not challenge the court's ruling in appellees' favor as to Count VI.Moreover, with respect to the other counts, appellant disputes the lower court's rulings only as to certain appellees.Dr. Samuels presents four questions for our review, which we have rephrased and reordered:

I.Did the circuit court err in dismissing Counts III and IV as against Dr. Tschechtelin and the Trustees under the Maryland Declaration of Rights?

II.As to Counts I and II, did the circuit court err in granting summary judgment in favor of all appellees with respect to the claims for breach of contract and breach of the implied covenant of good faith and fair dealing?

III.Did the circuit court err in granting summary judgment in favor of Dr. Tschechtelin as to the defamation claim asserted in Count V?

IV.With respect to Count VII, did the circuit court err in granting summary judgment in favor of Dr. Tschechtelin and the Trustees as to the alleged violation of 42 U.S.C. ? 1983?

For the reasons that follow, we shall affirm in part, vacate in part, and remand for further proceedings.

I.FACTUAL BACKGROUND

A.Motion to Dismiss³

Dr. Samuels, who is African-American, earned his Ph.D. in Sociology in 1970.Prior to joining the BCCC administration, Dr. Samuels held various administrative positions with the Wayne County Community College in Detroit, Michigan and the Milwaukee Area Technology College in Wisconsin.In 1991, Dr. Samuels was appointed Vice President of Academic Affairs for the College.The appointment was evidenced by a Letter of Appointment dated October 29, 1991, from Dr. Tschechtelin to Dr. Samuels.It was signed and dated by Dr. Samuels on November 3, 1991, and approved by the Board on or about November 20, 1991.Attached as an exhibit to the complaint, the Letter of Appointment stated, in pertinent part:

I am pleased to offer you an appointment as Vice President of Academic Affairs.I am confident that you will contribute significantly to our goal of building a model urban community college.

Your appointment, which is subject to approval by the Board of Trustees on November 20, 1991, will begin on February 3, 1992....This appointment is subject to the policies and procedures of the Board of Trustees of the New Community College of Baltimore, including those governing the terms and conditions of employment for administrators and professional staff and the Maryland State Department of Personnel.

Please indicate your acceptance of this appointment by signing in the space provided below and returning this letter (original copy) to the Human Resources Office within five days.You should retain the copy for your files.

Dr. Samuels contends that he also entered into a written employment contract with the Board (the "Employment Contract") in the Fall of 1991.The last page of the Employment Contract stated, in typed text: "Approved by Board of Trustees3/20/91."An unsigned copy of the Employment Contract, dated November 21, 1991, was attached as an exhibit to the complaint.⁴It provided that the appointment was "subject to the authority of the Board of Trustees and the President and the policies and procedures of the College as they may be established, modified or amended from time to time."Without further elaboration, appellant alleged that the Employment Contract was renewed for the 1993/1994 and 1994/1995 terms.

Referring to Dr. Samuels as the "Administrator/Professional Staff Member," the Employment Contract further provided, in part:

2.Term:

Unless otherwise terminated in accordance with the policies and procedures of the College, the term of this agreement shall commence on February 3, 1992, and terminate on February 2, 1993.

3.Notice:

The President shall give written notice of intent to offer a new appointment 90 days before the termination date.Failure to provide advance notice shall not entitle an employee to renewal of the contract.

4.Dismissal During the Term of the Contract:

A.The Board may dismiss the Administrator/Professional Staff Member for cause at any time on recommendation of the President of the College provided that the Administrator/Professional Staff Member is given at least thirty days written notice of the grounds for dismissal and afforded an opportunity for reconsideration by the President.

B.The President of the College may immediately suspend with pay an Administrator/Professional Staff Member who is recommended for dismissal as provided herein.

C.An Administrator/Professional Staff Member who is dismissed by the Board shall have the right to file a grievance with the Secretary of Personnel for the State of Maryland.

D.In the event that the Administrator/ Professional Staff Member is dismissed, this Contract shall automatically terminate as of the effective date of the dismissal and the College shall have no further obligation under this Contract.

E.Nothing in this contract shall be construed to limit the authority of the Board to terminate this agreement based on fiscal exigency.

* * *

7.Non-applicability of Tenure or Similar Status:

It is specifically understood and agreed that the Administrative/Professional Staff Member shall not be deemed to be granted tenure or similar status by virtue of entering into this agreement.

* * *

10.Entire Agreement:

This contract contains the complete agreement between the Administrator/Professional Staff Member and the Board.This agreement shall be governed by the laws of the State of Maryland and the policies and procedures of the College and, as of its effective date, shall supersede all other agreements between the parties.Any modification of this agreement shall be in writing and signed by both parties; however, nothing in this agreement shall be construed to limit the authority of the Board to establish, amend or modify the policies and/or procedures of the College.

On January 22, 1992, prior to the commencement of Dr. Samuels's service, the Board adopted a "Revised Policy for the Appointment and Evaluation of Administrators and Professional Staff"(the "Revised Policy"), which was attached as an exhibit to the complaint.The Revised Policy included a cover page that discussed its rationale, explaining that the Revised Policy "creates a plan for the appointment, evaluation, and retention of administrators and professional staff at [BCCC]."Moreover, the cover letter indicated that the Revised Policy made several "major changes," including:

1.One-year contracts for administrators and professional staff will be replaced by letters of appointment offered by the President and accepted by the employees before beginning work.The appointments will have no end date; administrators and professional staff will serve at the pleasure of the President and the Board of Trustees.

2.Self-assessment and evaluation will be based on the employee['s] performance in achieving their goals that were approved in their previous evaluation.

* * *

Letters of appointment will be offered to newly hired administrators and professional staff, effective immediately.Currently employed administrators and professional staff will be offered letters of appointment at the end of their current contract period, provided the College elects to continue their employment.

The Revised Policy provided, in pertinent part:

1.DEFINITIONS

a. Administrators and Professional Staff

For purposes of this evaluation policy, administrators and professional staff are full-time, permanent employees, including the Vice Presidents....This policy does not apply to the President, who is evaluated by the Board of Trustees.

* * *

2.GENERAL POLICY

a. Administrators and professional staff must accept letters of appointment offered by the President before beginning work.The appointments will have no end date; administrators and professional staff will serve at the pleasure of the President and the Board of Trustees.

b. [BCCC] will conduct annual performance evaluations of...