Kennedy v. Claiborne County Ex Rel. Board of Supervisors
233 So. 3d 825
| Miss. Ct. App. | 2017Background
- In July 2012 Claiborne County’s Board of Supervisors took control of Claiborne County Hospital and the Board of Trustees held meetings concerning hospital administration.
- Board minutes show Kennedy was selected Hospital Administrator and approved at a $20,000/month ($240,000/yr) salary; minutes from Sept. 25, 2012 state "a 5 year contract with incentives."
- A written five-year employment contract dated October 4, 2012 (signed by Kennedy and the Board President as Chairperson) was produced, but the October 4 minutes were not in the trial record.
- Board secretary Annie Odom testified the contract was later placed in the minute book’s side pocket, but there was no contemporaneous minute entry attaching or detailing the contract’s full terms.
- The circuit court found the minutes did not sufficiently evidence the contract’s material terms (salary increases, benefits, termination protections) and entered judgment for the County; Kennedy appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the employment contract was properly "spread on the minutes" | Kennedy: the five-year contract was approved and attached to the minutes, so it is enforceable | County: the minutes do not contain or contemporaneously attach the contract terms; no enforceable contract | Court: minutes insufficient; contract not enforceable |
| Whether the minutes alone contain enough terms to enforce a five-year contract | Kennedy: minutes referencing salary and a 5-year contract are enough to determine obligations | County: minutes lack material terms (incentives, termination procedures, notice, opportunity to cure) | Court: insufficient terms in minutes to determine liabilities/obligations |
| Whether termination without cause breached an enforceable contract | Kennedy: Board’s agreement to a five-year contract removed at-will status and termination without cause breached the contract | County: no valid contract existed, so employment remained terminable at will | Court: no enforceable contract → no breach |
| Whether Kennedy had a property right triggering due-process protection | Kennedy: written contract created a legitimate entitlement to continued employment | County: no valid contract or minutes-based entitlement, so no protected property right | Court: no constitutionally protected property interest because no valid contract |
Key Cases Cited
- Wellness, Inc. v. Pearl River Cty. Hosp., 178 So. 3d 1287 (Miss. 2015) (a public board "speaks and acts only through its minutes")
- Thompson v. Jones Cty. Cmty. Hosp., 352 So. 2d 795 (Miss. 1977) (minutes must contain sufficient terms to determine contractual liabilities without recourse to other evidence)
- Lange v. City of Batesville, 972 So. 2d 11 (Miss. Ct. App. 2008) (action must be memorialized in minutes at the time and be publicly accessible)
- Urban Developers, LLC v. City of Jackson, 468 F.3d 281 (5th Cir. 2006) (explaining public-policy importance of the minutes requirement)
- Pike Cty., Miss. ex rel. Bd. of Supervisors v. Indeck Magnolia, LLC, 866 F. Supp. 2d 589 (S.D. Miss. 2012) (minutes are the sole and exclusive evidence of what a board did)