Carroll v. Board of Regents of University System
324 Ga. App. 598
| Ga. Ct. App. | 2013Background
- Barbara Carroll, a UGA marketing professor, negotiated a January 2008 written Settlement Agreement with the Board of Regents to take early retirement no later than Jan. 1, 2011 and receive a 12‑month contract and higher salary effective Jan. 1, 2008.
- The Settlement Agreement specified Carroll would accrue annual leave on a 12‑month contract, "agree[d] that all annual leave will be used between the end of the Spring Semester 2010 and the date of her retirement," and "agree[d] that there will be no annual leave balance remaining as of the date of her retirement."
- Carroll retired Sept. 1, 2010 with 160 hours of unused annual leave and was not paid for those hours; she claims she was told by HR she would be paid and points to meeting notes and an email asking for payout.
- Carroll sued the Board for breach of contract, promissory estoppel, unjust enrichment, and attorney fees. The trial court dismissed the equitable claims on sovereign immunity grounds and granted summary judgment for the Board on breach of contract.
- On appeal, Carroll argued the Settlement Agreement was ambiguous about payout for unused leave, that post‑agreement communications modified the contract, and that sovereign immunity did not bar her equitable claims under Quillian; the Court of Appeals affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Settlement Agreement is ambiguous about payment for unused annual leave | Carroll: language does not expressly deny payout and is therefore ambiguous | Board: agreement unambiguously required use of leave and foreclosed any balance at retirement | Held: contract language and construction rules make it unambiguous — Carroll agreed to use leave and forfeit payout |
| Whether post‑agreement communications (HR notes, email) modified the written Settlement Agreement | Carroll: HR notes and her email constitute a signed/contemporaneous modification or show mutual intent to pay out leave | Board: notes were unsigned by Board/UGA reps and email response did not accept or promise modification; no new consideration | Held: no genuine issue — communications do not satisfy requirement for written modification or show new consideration |
| Whether promissory estoppel and unjust enrichment claims are actionable against the Board despite sovereign immunity | Carroll: Quillian creates an equitable exception in unique circumstances allowing estoppel | Board: sovereign immunity bars equitable claims against state agencies; no waiver exists | Held: sovereign immunity bars promissory estoppel and unjust enrichment claims; Quillian not controlling to waive immunity here |
| Whether Carroll can recover attorney fees under OCGA § 13‑6‑11 | Carroll: seeks fees given her claims | Board: underlying claims fail, so fees not recoverable | Held: fee claim fails because underlying substantive claims fail |
Key Cases Cited
- Roberson v. Leone, 315 Ga. App. 459 (court decides contract ambiguity as question of law)
- Longstreet v. Decker, 312 Ga. App. 1 (plain contract language controls)
- White v. Kaminsky, 271 Ga. App. 719 (interpret contract to give effect to all provisions)
- Bd. of Regents of the Univ. System of Ga. v. Barnes, 322 Ga. App. 47 (unsigned documents do not establish Board's written contract or waiver)
- Bd. of Regents of the Univ. System of Ga. v. Ruff, 315 Ga. App. 452 (sovereign immunity and waiver standards for Board)
- DeKalb County School Dist. v. Gold, 318 Ga. App. 633 (sovereign immunity bars equitable claims like promissory estoppel/unjust enrichment)
- Quillian v. Employees’ Retirement System of Ga., 259 Ga. 253 (estoppel applied under unique facts — relied on by plaintiff but distinguished by court)