Mawakana v. Board of Trustees of the University of the District of Columbia
113 F. Supp. 3d 340
D.D.C.2015Background
- Mawakana was hired as a tenure-track assistant professor at UDC David A. Clarke School of Law (3-year term beginning 2006), received a renewal and promotion, applied for tenure in 2011, and was terminated effective August 15, 2013 after the FERC subcommittee recommended denial of tenure for failing the scholarship requirement.
- His Appointment Letter referenced the School’s "Standards and Procedures for Retention and Tenure" (and the Faculty Handbook) as defining criteria for retention and promotion but did not expressly describe every procedural term therein.
- The Standards and Procedures and Faculty Handbook describe mandatory annual reviews by FERC subcommittees (including meetings, class visits, review of scholarship, and written reports) intended to give non-tenured faculty feedback on progress toward tenure.
- Mawakana alleges the University failed to provide him required annual subcommittee feedback in 2011–2012 (and possibly other years), preventing him from curing any perceived scholarship deficiencies, and thus breached an express or implied employment contract and the implied covenant of good faith and fair dealing.
- The University moved to dismiss plaintiff’s contract claims (Counts III and IV) for failure to state a claim, arguing (1) the Appointment Letter did not incorporate the procedural parts of the Standards and Procedures as express contract terms, (2) any implied contract claim fails, (3) conditions precedent were unmet, and (4) the Standards contain a clause disclaiming procedural defects as affecting the merits.
- The Court held that plaintiff failed to state a claim for breach of an express contract but alleged sufficient facts to plausibly state an implied-contract claim and a claim for breach of the implied covenant of good faith and fair dealing; thus the partial motion to dismiss was denied.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Standards and Procedures were incorporated as an express term of the Appointment Letter | Appointment Letter referenced the Standards and Procedures, so the document’s mandatory annual-review procedures were incorporated as express contract terms | The Appointment Letter only imported definitions of retention/promotion criteria; it did not clearly incorporate procedural provisions as express contract terms | Not incorporated as an express contractual term; express-contract claim dismissed |
| Whether an implied contract arose obligating the University to provide annual FERC subcommittee reviews/feedback | The combination of the Appointment Letter, Faculty Handbook, Standards and Procedures, and university customs/practices created an implied contractual obligation to provide annual reviews and feedback | No implied contract: defendant contends it never intended to be bound, and any failure was excused by plaintiff’s alleged failure to submit materials | Court found plaintiff alleged sufficient facts (just barely) to state a plausible implied-contract claim; claim survives dismissal |
| Whether plaintiff failed a condition precedent (timely submission of scholarship) that excuses the University’s performance | Plaintiff alleges compliance generally and that any required submissions (and reliance) were met; Rule 9(c) pleading suffices at this stage | Defendant points to Standards’ October 15 submission requirement and says plaintiff didn’t timely submit completed scholarship for review | Court held alleged failure to submit the particular publications was not a clear contract condition precedent appearing on the face of the complaint; cannot dismiss on this ground now |
| Effect of Standards’ clause that procedural failures do not affect substantive evaluation (disclaimer/waiver) | Plaintiff says the clause is an unenforceable disclaimer that undermines the Standards’ central purpose and cannot bar his implied-contract claim before discovery | Defendant says plaintiff waived/accepted that procedural defects would not affect merit review; clause negates a contractual remedy | Court: clause’s legal effect depends on the yet-to-be-developed implied contract and factual record; premature to dismiss on that basis |
Key Cases Cited
- EEOC v. St. Francis Xavier Parochial Sch., 117 F.3d 621 (D.C. Cir. 1997) (documents incorporated in complaint may be considered on a Rule 12(b)(6) motion)
- Ashcroft v. Iqbal, 556 U.S. 662 (Sup. Ct. 2009) (plausibility standard for pleadings)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (Sup. Ct. 2007) (pleading must state plausible claim)
- Greene v. Howard Univ., 412 F.2d 1128 (D.C. Cir. 1969) (university practices and handbooks can create contractual obligations enforceable by faculty)
- Bason v. Am. Univ., 414 A.2d 522 (D.C. 1980) (existence of contractual right to be evaluated and kept informed is a factual question requiring consideration of contract, incorporated documents, and customs)
- Pride v. Howard Univ., 384 A.2d 31 (D.C. 1978) (usual practices in academic community can become contractual obligations)
- Brown v. Sessoms, 774 F.3d 1016 (D.C. Cir. 2014) (elements of breach of contract and implied covenant of good faith and fair dealing)