Khan v. Delaware State University, N14C-05-148 AML

Dr. Al‑Sameen Khan, a tenured DSU professor and former CMNST Director of IT, resigned his IT director role in March 2012; four days later the department network crashed and DSU suspended then discharged him.
Dr. Khan’s employment is governed by a collective bargaining agreement (CBA); tenure protections permit discharge only under CBA procedures.
DSU relied on CBA §§10.4.2 and 10.4.3 (failure to perform “professional responsibilities” and serious personal misconduct) as grounds for termination.
Section 12.3 of the CBA lists specific “Faculty Responsibilities and Obligations” (A–M).
Dr. Khan argued “professional responsibilities” is unambiguously limited to the Section 12.3 list; DSU argued the phrase is broad and undefined, capturing all faculty obligations.
The Court was asked to decide whether the term is ambiguous and thus a jury question, and whether summary judgment for Dr. Khan was appropriate.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Is “professional responsibilities” ambiguous under the CBA?	Khan: term is defined unambiguously by §12.3’s enumerated list; expressio unius excludes other duties.	DSU: term is intentionally broad/undefined to capture all faculty obligations; needs extrinsic evidence.	Court: Not ambiguous; §12.3 is a defining, exhaustive list.
Whether §12.3 should be read as exemplary (“including but not limited to”)	Khan: absence of exemplifying language shows exhaustiveness.	DSU: parties left scope for future contextual interpretation.	Court: Use of exemplifying language elsewhere in CBA shows drafters knew how to make lists non‑exclusive; §12.3 is exhaustive.
Whether broad interpretation would be reasonable	Khan: limiting to §12.3 is reasonable and consistent with tenure protections.	DSU: broad reading better captures institutional needs and covers network obligations.	Court: DSU’s broad reading is unreasonable and would swallow tenure protections.
Entitlement to summary judgment on contract claims	Khan: if §12.3 limits responsibilities, DSU lacked just cause and summary judgment should be granted.	DSU: even under §12.3, factual disputes exist whether Khan failed to perform listed duties or committed serious misconduct.	Court: Denied summary judgment — legal issue resolved for Khan, but factual disputes remain for jury.

Rhone‑Poulenc Basic Chems. Co. v. Am. Motorists Ins. Co., 616 A.2d 1192 (Del. 1992) (contract interpretation focuses on parties’ intentions reflected in the agreement).
Paul v. Deloitte & Touche, LLP, 974 A.2d 140 (Del. 2009) (gives priority to the contract text and parties’ intent).
GMG Capital Invs. v. Athenian Venture P’rs I, L.P., 36 A.3d 776 (Del. 2012) (contracts construed as a whole; ambiguous provisions may be jury issues).
Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153 (Del. 2010) (clear language given ordinary meaning in contract interpretation).
Eagle Indus., Inc. v. DeVilbiss Health Care, Inc., 702 A.2d 1228 (Del. 1997) (ambiguity exists where a provision is fairly susceptible of different interpretations).
Norton v. K‑Sea Transp. P’rs L.P., 67 A.3d 354 (Del. 2013) (where contract is ambiguous, extrinsic evidence may be used to determine intent).