Fleming v. Kent State Univ.
17 N.E.3d 620
Ohio Ct. App.2014Background
- Fleming sued Kent State University for breach of a 28‑month employment contract to serve as Football Defensive Coordinator, with $71,500 annual salary, potential raises, bonuses (e.g., $6,000 for a bowl appearance), and a provided automobile; contract required NCAA compliance and reporting of outside income; an early termination cost provision applied if terminated pre‑June 30, 2012.
- Hazell became head coach in Jan 2011; Kleinlein advised Fleming there would be no coaching job for him, signaling reassignment.
- On Jan 21, 2011 Fleming was reassigned to a non‑coaching “assistant to the athletic director” position, effective Feb 14, 2011; Fleming did not accept.
- Feb 18, 2011 letter stated Fleming must report for a 9:00 a.m. start on Feb 21, 2011 with continued pay and benefits but warned of discipline or termination for noncompliance; Fleming did not report.
- March 7, 2011 President Lefton terminated Fleming for insubordination; Fleming received pay through March 15, 2011; KSU canceled vehicle deductions effective Feb 17, 2011.
- Court of Claims found the contract silent on reassignment but held the reassignment breached the contract (constructive discharge analysis used by the trial court was deemed harmless error); the damages phase was limited to a court filing fee award, with the court ultimately sustaining the claim of breach and remanding on the damages issue regarding the liquidated damages clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach via reassignment to non‑coaching role | Fleming argues reassignment breached the contract; the position change violated the agreed coaching role. | KSU contends reassignment did not breach since contract did not expressly cover reassignment; reassignment not a coaching loss. | Breach found; reassignment breached contract and constituted constructive discharge. |
| Constructive discharge applicability | Working conditions became intolerable due to reassignment, forcing resignation. | Reassignment alone did not render conditions intolerable; argument raised too late and not proven. | Court held reassignment breached contract; constructive discharge analysis unnecessary for outcome. |
| Liquidated damages vs. penalty | The liquidated damages clause should be enforced if damages were uncertain at contracting. | Clause could be a penalty if damages were ascertainable and not uncertain. | Court sustained the first prong’s finding that damages were uncertain; remand to assess remaining prongs and damages. |
Key Cases Cited
- Lake Ridge Academy v. Carney, 66 Ohio St.3d 376 (Ohio 1993) (test to distinguish liquidated damages from unenforceable penalties; reasonableness and relation to actual damages)
- Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27 (Ohio 1984) (liquidated damages framework; three-part test for enforceability)
- Jones v. Stevens, 112 Ohio St. 43 (Ohio 1925) (authority on sentence for liquidated damages framework)
- Mauzy v. Kelly Servs., Inc., 75 Ohio St.3d 578 (Ohio 1996) (constructive discharge and reasonable person standard)
- O'Brien v. Ohio State Univ., 139 Ohio Misc.2d 36 (Ohio Misc. 2006) (damages under employment contracts with incentive components; uncertainty of future earnings)