Tuomala v. Regent University
| Decision Date | 01 November 1996 |
| Docket Number | No. 952286,952286 |
| Citation | 252 Va. 368,477 S.E.2d 501 |
| Court | Virginia Supreme Court |
| Parties | , 113 Ed. Law Rep. 1337 Jeffrey C. TUOMALA, et al. v. REGENT UNIVERSITY. Record |
William H. Robinson, Jr., Washington, DC (Wright, Robinson, Osthimer & Tatum, on briefs), for appellants.
Thomas M. Lucas (Dean T. Buckius, Ronda L. Brown, Vandeventer, Black, Meredith & Martin, on brief), for appellee.
Present: CARRICO, C.J., COMPTON, STEPHENSON, LACY, KEENAN and KOONTZ, JJ., and WHITING, Senior Justice.
The primary issue in this appeal is whether an employer's refusal to renew an employment contract under its original terms constituted a breach of contract.
Three professors at Regent University (Regent), Jeffrey C. Tuomala, Elaine Shouse Waller, and Clifford W. Kelly (collectively, the professors), filed declaratory judgment suits seeking a determination of rights under their faculty contracts. The professors alleged that their contracts entitled them to permanent tenured employment at Regent and requested the trial court to declare that (1) they were entitled to a renewal of the exact terms of their three-year continuing contracts, and (2) they could not be dismissed from their positions as tenured professors at Regent unless they were in breach of their contracts, or unless the schools in which they taught were discontinued. The professors also alleged under an estoppel theory that they were entitled to annual renewal of their contracts because they had reasonably relied to their detriment on tenure policy statements made by Regent's agents.
The suits were consolidated and the trial court heard evidence in a seven-day bench trial. The evidence showed that each of the three professors had signed a faculty contract for the 1993-94 academic year (faculty contracts). These contracts were signed by the president, the provost, and the dean of the respective school in which each professor taught.
The provisions in dispute relate to the interpretation of the contract phrase, "three-year continuing contract." These provisions are set forth below. The contracts each stated:
This three-year continuing contract is subject to the policies and procedures governing such contracts as set forth in the [f]aculty [h]andbook effective August 1992.
The preface to the faculty handbook stated:
The [f]aculty [h]andbook contains the major policies and procedures that govern the academic affairs and some of the administrative affairs of the university. Our policies are under continuous review and subject to change without notice.
Other handbook provisions stated:
Tenure--Continuing Contract
Annual Entitlement. A person who has received an appointment under a continuing contract is annually entitled to a new contract unless he is found by the university to have breached his contract or unless the school or academic program in which he is employed has been discontinued.
* * * * * *
Annually, a faculty member is offered a new contract consistent with the above policies and procedures. It supersedes the previous contract which may have a remaining term of one or, in some cases, two years. The second year, and in some cases the third year, of both the provisional and continuing contract are, by design, never expected to be binding on the parties except under the conditions, as follows: one or both parties choose not to offer or to accept a new employment contract. The second year, and in some cases the third year, therefore, are designed to insure that the employee is employed for one, or in some cases, two or more years so that he can find other work without economic hardship. 1
Regent adopted a new policy in the 1994-95 academic year, under which it offered each of the professors a new contract. The contracts did not include the term, "three-year continuing contract," but instead provided a "tenured faculty appointment" for one year, subject to "tenure review" during the following academic year. The professors did not sign the new contracts based on their belief that the new "tenure" policy significantly reduced or eliminated their contractual rights as set forth in the faculty handbook.
The professors introduced evidence showing that in 1989, during the process of securing full accreditation for the Regent Law School, Herbert W. Titus, then the Dean of the Law School, received a letter from the American Bar Association (ABA) site team questioning whether Regent provided tenured contracts to its faculty. Robert G. Slosser, who was then Regent's president, submitted a response attempting to clarify Regent's policy. As part of the response, Slosser explained paragraph 6 of the faculty handbook by noting that this paragraph
was not written in derogation of the guaranteed annual three-year contract, as the explicit proviso to that section clearly states. In other words, this provision does not allow the University to substitute a decision not to offer a new employment contract inconsistent with its annual obligation to offer such contract to any faculty whose appointment is on a three-year continuing contract.
The professors also presented evidence that during ABA hearings, Titus stated that a "tenured" professor was entitled annually to receive a new three-year contract unless he was found to be in breach of the contract, or the program in which he taught was discontinued. In addition, in a 1990 response to an ABA site team report, Titus referred to Slosser's letter as the "authoritative interpretation and written commitment regarding the University's tenure system."
M.G. Robertson, Regent's chancellor, testified that Regent's Board of Directors always had been opposed to the concept of permanent tenured employment. He stated that the Board was unaware of the Slosser letter until late 1993, and that had he and the Board known of the representations made to the ABA, they "would have shut the law school down."
Robertson also confirmed the policy stated in the faculty handbook that the entire power to set university policy is vested in the Board. Robertson stated that the president's function is to carry out the Board's broad policy directives within the policy guidelines, and that Regent's presidents are not permitted to take any unauthorized action.
A former Regent president, David J. Gyertson, testified that Regent's administration had opposed the concept of permanent tenured employment since the university was founded. Gyertson stated that the continuing contract was structured to provide financial security to a faculty member, in the event that Regent terminated the contract during its three-year duration. Adelia Robertson, a Board member since Regent's founding, testified that the continuing contract was not a guarantee of permanent employment, and that Regent had never had a "tenure" system.
Gyertson also testified that Regent's president did not have the authority to change the university's "foundational" policies, especially those related to the Board's role in setting the terms and conditions of employment contracts. Gyertson stated that his job as president was to apply the policies of the Board, and that if adjustments were necessary, he was "under mandate to bring those changes to the [B]oard."
Professor Kelly stated that he was not aware of the Slosser letter before the litigation began. Although Professor Tuomala stated that he had read the Slosser letter, he also testified that he began teaching at Regent about two years before the letter was written. The record is silent regarding Professor Waller's knowledge of the letter.
Professor Kelly stated that he could not remember whether, during his initial employment interview, the Dean of the College of Communications and the Arts had represented the university's employment policy as "continuing" or "tenured." Professor Tuomala did not recall the exact words used in his interview, but said that he came away with an understanding that Regent had "some sort" of tenure. Finally, Professor Waller testified that when she raised the issue with the Dean of the College of Communication and the Arts, he stated that the continuing contract was essentially a "tenure contract" and that she would be "secure." The professors all left other employment positions to work at Regent.
Relying in part on the testimony presented, the trial court ruled that the contracts did not provide permanent tenured employment, but merely afforded financial security to a professor who might no longer be acceptable to the university, or who might wish to terminate his employment with the university. The court ruled that Regent was bound to honor the remaining two years of the three-year faculty contracts, but that Regent was not under any obligation to renew the contracts under identical terms. Finally, the court ruled that the tenure policy statements made to the ABA were at variance with Regent's policy, and that these...
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