*1 is dеnied.4 See interest, for reinstatement petition public at 522-523. 436; 664 A.2d Costigan, id. at in the consid- participate did not Justice Newman Madame of this case. or decision eration
Supreme Pennsylvania. Court 5,
Argued March 2001. July 2001. Decided Sept. 2001. Reconsideration Denied Pa.R.D.E., 218(e), pay Perrone is directed to 4. Pursuant to Rule investigation processing expenses incurred the Board in the petition for reinstatement. *2 J., Zappala, concurring opinion. filed a *4 Pittsburg, for Corne- Cordes, Philip Ignelzi, A. John Samuel Murphy, F. Jr. lius Drago, for Munsch, Linda S. Pittsburg, Hartle
Martha University. Duquesne CAPPY, ZAPPALA, FLAHERTY, C.J., and
Before SAYLOR, JJ. CASTILLE
OPINION CAPPY, Justice. as a tenured employment
Following the termination (“Mur- Jr., Murphy, F. Cornelius Appellant, professor, law Holy University of the Appellee, Duquesne phy”), sued (the parties’ tenure “University”), breach Ghost order of the appeals from the contract. summary judgment entry trial court’s affirming the Court to determine granted allocatur University’s favor. We in the conclude of review. We standard applicable grant of a appeal on from the governs of review standard of contract action any breach summary judgment motion for claim. We also Murphy’s parties applies private between summary judgment, University is entitled conclude that the upon from those relied that differ albeit for reasons Superior Court’s affirm the Accordingly, we below. court order.
576 material, undisputed
The facts record are as follows. a University private, ecumenically-oriented, is Catholic by institution established in 1878 the Fathers of the Congrega- tion of Holy Mary. and of Ghost the Immaculate Heart of According University’s of the Faculty Section Handbook (the prepared Handbook”), as “Faculty in 1986 the Universi- ty’s is prepare “intellectually, stated mission its students professionally, aesthetically, spiritually, ethically and for ordinary free, responsibilities of life and leadership for a complex, changing society.....” and Its goals as stated undergraduate therein to: are offer students a well-rounded education; and broad enable an develop expertise students to careers; prepare certain disciplines; students for advanced preserve thought; engage the record human students in the religious values, discussion and study and ethical “especially those Judaeo-Christian tradition its Catholic dimen- sion”; responsive maintain an institution which is to the needs community; apрropriate create an atmosphere moderately-sized community of which encourages scholars faculty-student close relationships.
In University hired to teach in its School of Law. In September awarded 'tenure to Murphy. times,
At all at relevant tenured status the University was by afforded Faculty contract. The Handbook expressly stated (Sections 18) that certain of its though Sections constituted part faculty of a relationship member’s contractual with the University. One of those Sections forth set Statute IV from (the “Statutes”) 1985 Statutes entirety. IV, Statute to the University’s faculty, governed dedicated J., award and loss tenure. Under IV. Murphy Statute entitled, member, faculty as a tenured employ- to renewal of K.I., ment until age or 70.1 retirement Under Statute IV. by 1. From record parties, appear statements of made both it would employment letter or other document of renewal was executed annually by faculty and a member with tenure. The specific particular year renewal would terms contain to a school materials, incorporate by would reference the terms of relevant such as Fаculty only Handbook Statutes. The contains record the letter misconduct could forfeit tenure serious provided a incompetence, and was professional employment had occur could be terminated. before *6 1, 1989, University reaffirmed and distribut- August On the In sexual harassment. the policy prohibiting ed its written 1991, student, Lynch (“Lynch”), Bonita first-year fall a law of courses, a sexual taking Murphy’s one of filed who was Lynch Murphy him. complaint against accused harassment advances, that physical and and claimed he assault unwelcome assignments. in law school inappropriately had assisted her against Murphy a and the Lynch subsequently filed lawsuit asserting in violations Title University federal district court 1972, Act 20 U.S.C. IX of the Education Amendments (“Title IX”),2 1681 et seq. pendant § and several state-law claims. Officer, Affirmative Action Griggs, Duquesne’s
Dr. Judith 1991, in investigated Lynch’s allegations, and December issued Murray, (“Murray”), a to Universi- report Dr. John E. Jr. the ty’s Griggs Murphy Dr. found that had involved President. Lynch, thereby emotionally physically both and with himself intimidating which creating hostile and environment with Griggs she forced to contend. Dr. also concluded that with the moral standards Murphy’s conduct was inconsistent of its University professorate. and the ethical standards the Murray receiving report, Murphy notified in a After 5, accepted Griggs’ dated 1991 that he Dr. letter December conclusions, Murphy’s findings and and viewed behavior as philosophy of both basic and its clear violation Murray that policy. Murphy sexual harassment informed he permitted complete teaching assignments to his would be semester, suspended be until but would then June 1992. Murray professional counseling directed seek year, as parties executed for the academic well 1993-94 as incorporated, which was the documents latest embodiment parties’ agreement, opinion we tenure and to which refer this as the page "Contract”. See infra. 2. Title IX prohibits any program sex discrimination educational receiving activity federal financial assistance. engage any during insure he would not such conduct suspension, University and warned that the would take if appropriate immediate action information of additional past light. or similar misbehavior came Accepting terms of suspension, Murphy sought counsel- ing provided University reрorts progress. his Ultimately, Murphy’s University counselor advised that he counseling had benefited from the would conform his conduct the future standards. 4, 1992,
By Murray letter June dated informed suspension was lifted and his status as a tenured professor was reinstated.
Consequently, Murphy teaching returned 1992-93 year. academic Pursuant to a letter from then Dean School, 2,1993, Law John J. Scullio dated June *7 to Murphy’s employment offered renew for the 1993-94 school year. Murphy accepted University’s the offer on about 8, 1993. incorporating June In addition to the Statutes and Handbook, Faculty stated the of letter Standards (“ABA”) the American for Legal Bar Association Education and the of Articles of Association American Law Schools (“AALS”) applicable to law were schools and law faculties to incorporated by be parties’ agree- were reference into the (the “Contract”). ment 1993, however,
In the of attorneys summer representing Lynch University Ms. Murphy engaged notified had misconduct, in a pattern harassing Lynch, Ms. as well as assertions, several other law female students. Based on these University compelled IX felt under Title tо its reopen investigation 1993, Murphy’s August activities. In so, placed did Murphy on paid leave.
Subsequently, Law Dean Mur- School sent 1993, ray 11, a memo requesting dated October that a process be initiated to Murphy’s listing terminate tenure several allegations Murphy’s By serious misconduct. letter dated 25, 1993, Murray Murphy October notified that proposed to terminate his employment professor as a tenured was also Murphy K.l. of the Contract. to Statute IV pursuant hearing to a IV under Statute of his entitlement advised (the Faculty University Grievance Committee before “Committee”), grounds proposed for the and of the several termination. formal requested pre-termi- right,
As was his 1994. days May for two full hearing, which was held nation counsel, who cross-examined represented and offered exhib- called witnesses University’s witnesses and women, who all law students Four Murphy’s on behalf. courses, about their testified Murphy’s had taken one or 1991. Murphy in respective encounters to action, Lynch Ms. chose not pending of her federal Because testify. concluded, submitted hearing Committee
After the findings, with its conclusions report dated December (the Based on the “Report”) Murray. and recommendation findings, made several presented, evidence the Committee determining attempted that he Murphy, unfavorable him, law students who rebuffed relationships with female form law were atmosphere an in which female students created uncomfortable, law effectively foreclosed female to feel made taught, abused taking from certain courses he students students, dealing with female law power professor as a as a academic advisement provided improper substantial and harassment, pursued pro quo the context sexual quid which was offen- repetitive approaches women conduct sive, comprehend the ethical apparently and was reluctant Nevertheless, reasoning that legal principles involved. *8 and to Murphy had available against of the evidence been much 1991, in University Lynch complaint first filed her the when on against Murphy’s termination Committee recommended the of grounds the laches. Contract, in final decision this matter
Under the Accordingly, Murray, to as the President. given thorough Report, and аdvised Murray made a review of his final writing January on 1995 Committee that he was Murray informed the Committee decision. agreement findings, substantial that its substantive but disagreed process Murray explained he with its concerns. support application the record did not of the doctrine has, Murray University of laches. then concluded “[t]he evidence, by abundantly and convincing clear established more grounds support finding than sufficient to serious consequent misconduct Professor and termination Murphy, professor of Cornelius F. Jr. as a tenured at Du- quesne University.” day, Murray
On same to him Murphy, notifying wrote that he had final him a made the decision terminate as University’s faculty. tenured permitted member As Contract, Murphy under the appealed Murray’s decision to Duquesne’s Upon Murray’s Board of Directors. its review point-by-point response Murphy’s at appeal, regular 17, 1995, motion, meeting February on Board approved alia, recognizing, inter authority “the President had the employment to terminate the Murphy pursuant Professor powers granted to him in Bylaws and Statutes”, accepting conclusions and final “the decision of Murray” Murphy’s employment. President to terminate complaint filed a in the United States District Pennsylvania Court for the Western District of against the I, University, asserting in Count a claim of age discrimination Age Employment (“ADEA”), under the Discrimination in Act 623(a); II, § a claim age U.S.C. Count discrimination Act, Pennsylvania (“PHRA”), under the Human Relation III, § 951 et seq.; P.S. Count claim for breach latter, contract. respect Murphy alleged With University’s termination of his employment violated the Con- tract engage because he did not in serious misconduct and did not because he receive the of tenure termination promised. the Contract summary judgment. July moved for In granted the district court motion Murphy’s as to claim, jurisdiction ADEA Murphy’s declined retain over Thereafter, state law causes of action. Murphy had his case
581
Allegheny
of
Common Pleas
to the Court of
transferred
claim.
his PHRA
voluntarily discontinued
County, and
for
1998,
a motion
12,
August
filed
On
III,
of contract
Murphy’s breach
Count
summary judgment on
motion. The
granted
court
The trial
claim.
that
its
premised on
determination
was
trial court’s decision
a court
review because
subject
not
to “de novo”
claim was
Essentially,
university’s operations.
into а
not intrude
should
genu-
if
facts
that
material
were
trial court decided
even
have a “new
not entitled to
dispute, Murphy
was
inely
(this
than
Allegheny County residents rather
factfinder
time
evidence and deter-
...
.re-visit the
Murphy’s colleagues)
Dr.
and the
Murphy
Professor
happened between
mine what
12.)
(Trial
Instead, based on its
Opinion at
Court
students.”
cases,
College
v.
of
Brahim
Ohio
interpretation
two Ohio
(1994),
479,
Medicine,
The for procedural of contract committed breach prior to his terminating him misbehavior that occurred 2, 1993 suspension prior or to the June renewal letter, right do reserving the so.3 The employment without out, Murphy's argument clearly was pointed not 3. As trial court University's Murphy argued breach con- develoрed. At times considering prior to the 1991 misconduct occurred sisted its times, argued suspension, while he that it consisted at other prior considering to the June 1993 renewal misconduct that occurred (Trial 1). We Opinion 18 & n. also observe at letter. times, Court at only regard argument about this conduct made knowledge parties allegedly as of June 1993. which the had Moreover, regard position in with the this conflated suspended same allegation and lose tenure for the that he could not be allegation applicability on the based misbehavior. later parties’ relationship. While Bylaws tenure AALS Standards rejected trial court Murphy’s allegation for several reasons: the Contract contained no procedural term that stated *10 occurring “conduct prior to the latest contract renewal [was] barred of by some sort preserved statute limitations unless in writing”; Murphy’s an contention was inter- unreasonable pretation University’s Murray’s contractual rights; 5, specifically December 1991 letter Murphy notified at the time suspended he was would further take if past action of similar learned misbehavior and nоt did suggest Murphy’s suspension pre- expunge would all suspension misconduct; and that estoppel precluded collateral litigation the of allegations procedural Id. breach. at 18-22. With regard estoppel, to collateral the trial court noted that action, in the Murphy attempted federal his meet burden proving age by discrimination asserting the proffered pretextual, reason for termination was as evi- denced its failure to policies conform to its own and procedure. reviewing doctrine, After the elements the and met, finding trial them court held that the district court’s ruling process that “the employed in out seeking the truth concerning charges accordance with established provisions University policy contractual and procedure, and which roughly comported precluded due of law” Murphy from Id. re-litigating the issue. at 22-24 (quoting 23). Opinion District Court Memorandum at Murphy appealed to the Superior panel Court. A divided the court v. Duquesne affirmed. University of Ghost, Holy (Pa.Super.1999). 745 1228 A.2d Superior majority Court’s first addressed the standard question. of review Acknowledging was entitled review, reasoning Pennsylvania some but law- case judicial favors university decisions, limited review of internal 1233, id. at majority articulated a deferential standard that it ought apply determined to this “We not case: do conclude that no is appropriate, review that the Universi- specifically Murphy's
the trial did regard- court not address contention issue, ing applicability of AALS at materials events so, rejected page Court did it. See 425 & note infra. bind- exclusive Murphy’s is Professor procedure ty’s grievance private to a However, accord deference we must forum. ing they if appeals procedure, factfinding internal institution’s original). (emphasis Id. at 1234 process.” with due comport out that the pointed majority passage, to this In a footnote “ opportunity process are notice of due elements ‘essential orderly proceeding in an and to defend oneself to be heard process also nature of the case.....Due adapted ” witnesses.’ to confront and examine opportunity requires an Philadelphia, 690 District Lewis v. School (quoting Id. n. (Pa.Cmwlth.1997)). 816 n. A.2d standard, stated: majority Applying its opрortunity Murphy did not have Professor While suggests her evidence Lynch, record Ms. cross-examine Murray President dispositive. have would not been alone *11 »> students, on the ¡estimony of the four on 11 focused conduct, that Professor and the evidence pattern creating a professor, as a power of his role abused the It was the law students. female hostile environment four students that demonstrated testimony of the other it created. While and the environment of behavior pattern doing academic improperly admitted Professor allegations of the merely Lynch, Ms. was not work for Murray’s decision. Lynch that led to President absent Ms. original). (emphasis Id. at 1234 trial approved majority then evaluated and The standard, with its agreed evidence” court’s “substantial application: is not defined misconduct” the term “serious
While Statutes, trial court determined contract that the record com- person dispute could “No reasonable substantial in this case contains by the factfinders piled Tri- Murphy.” by misconduct Professor of serious evidence thorough review the Opinion, Upon at 17. al Court substantial evi- record, record contained agree. we The by any reasonable pattern of conduct dence of misconduct”, particularly constitutes “serious definition by when committed figure authoritative of a law school professor against first-year findings students. The factual Griggs committee, Professor and the analy- the extensive sis Murray, evidence President together with Murphy’s Professor own testimony admissions and ade- quately support trial court’s conclusion.
Id. majority
The next affirmed the trial court’s decision on a issues, variety of found several other issues imma- either terial or preclude summary insufficient to judgment, all with- out discussion. Id. at 1234-35.4 majority
The then rejected considered and Murphy’s con- tention that summary judgment improper because the University failéd to adhere to Bylaws AALS or Standards concerning tenure, academic freedom and determining that Association, AALS Articles of Bylaws not the or Stan- dards, part were of the Contract. Id. at 1235. “[bjoth
Finally, concluding that the federal and state actions necessarily an involved examination of termi- nation proceedings to they determine whether arbitrary were non-compliant Statutes, with the University Faculty contract”, Handbook and the majority ruled that the trial court did not in applying err the doctrine of estoppel collateral Murphy’s allegations procedural Id. breach. at 1237. Court, therefore, affirmed the trial court’s grant of the University’s motion for summary judgment.5 appeal This followed.
4. These issues were: whether serious misconduct could include con- allegedly formed; parlies duct agreement known to the when their was whether the Committee found that the standard of serious misconduct met; Murray’s was whether December Murphy’s 1991 letter restricted rights; whether one of the law students who testified before the credible; Committee was whether the Murphy terminated lawsuit; protect position Lynch’s in opinion whether an from Murphy’s the precluded AALS on entry summary termination the of judgment. Except Id. at 1234-35. for the assertion that his actions did misconduct, not rise to the level of serious Murphy preserved has not present appeal. these issues in the 5. The dissent applying believed that the trial court in erred a limited judicial standard of review and would typical have used the standard on significant question
First,
the threshold and
we consider
applies
of
to Murphy’s
standard
review
this case raises: What
it,
contends,
of contract? Is
as
the
claim for breach
on
applied
any
appeal
be
contract case
standard
would
it,
grant
summary judgment
from
or is
as the Universi-
the
standard,
like the
ty argues, a different
restricted
stan-
respectively adopted?
lower
dards the
courts
question
with an evaluation
Our answer to this
commences
premise-since the law in the
Superior
of the
Court’s basic
judicial
favors limited
review of internal col-
Commonwealth
1233-34,
decisions,
1,n.
id. at
a restricted
lege
university
present
in the
case.
turn to the
applied
standard must be
We
primarily
for its
upon
case
which the
Court
relied
in Baker v.
guiding premise,
Lafayette College,
our decision
(1987).
impor-
agreement by acting good considering not in faith in his reappointment.6 College summary filed a motion for claim, judgment on breach of contract court the which the trial granted. appeal, Superior Baker Lafayette
On
the
Court affirmed.
v.
(1986).
Pa.Super.
At the same Court noted essentially through lant was attempting secure of breach College’s contract action a de novo not review the decision reappoint Determining him. parties’ the terms gave contract to the College right the exclusive to decide .reappointment, efforts, matters of the court rejected such stating: faith,” guise “good
Under the Baker would have us College’s conduct de novo review of the not to decision renew his contract. We decline Baker’s invitation to reex- College’s amine the merits .... decision because we only hold reasonable construction of the contract all parties between the is that at the College times retained its sole discretion to reappoint decide whether to Baker. Therefore, have, upon .... finding, College as we that appellant alleged 6. The breach also of contract claim he had right two-year allega- an enforceable to renewal of his contract. This Baker, tion was found the lower to have courts no merit. A.2d aspect at 253-55. As this the Baker case is not relevant to issues appeal, we raised this do not discuss it. fully good obligations all its contractual performed faith, inquiry end. require contract that our the terms *14 Id. at 256. court, turn, judgment. Superior in the Court’s
This affirmed so, doing In we stated: breached his [appellant] argues College that the
[T]he in by evaluating performance employment contract not college was of the chairman’s “good faith.” Since the aware that the [ajppellant, [ajppellant argues for the distaste the review College responsible independent to conduct an aspects in all of [ajppellant’s performance.....As of the life, system In procedure proof. judicial no is fool our we lower court determinations appeals have various review appellate alleged improper purpose to be or unwise. The Likewise, wrongdoings. any prior is to correct review In Faculty procedures. Handbook sets forth the review appealed procedures [ajppellant accordance with these the board president College ultimately to the the hardpressed of trustees. We would be to conclude acted in bad when it College required fоllowed faith jurisdiction review This has no to re- procedures. Court college’s governing view the determinations a factual body clearly body unless it can be demonstrated that that procedures. violated its own added).
Baker, 532
(emphasis
A.2d at 403
case,
present
Superior
passage
In
quoted
Court
this
from Baker and relied on its last sentence when
determined
judicial
Pennsylvania jurisprudence
restricting
calls for
A.2d
university
Murphy,
review internal
decisions.
at
context, however,
holding
1233. When our
in Baker is read in
Superior
it is clear that the
Court’s reliance is mistaken. The
obviously
Court’s error is most
demonstrated
Baker,
applied
fact that when we
we
the traditional
decided
appeal
grant
standard of review on an
from the
of a motion for
case,
in
summary judgment
any
is used
contract
even
Against
though
college’s
put
internal decision was
at issue.
standard,
we
reviewed
record
the terms
parties’ agreement, and determined
the evidence estab-
all
College gave
appellant
that he was
lished that the
for
promised
employment
procedure
in his
contract-a certain
decisiоns,
reappointment
which did not
making
appealing
concluded
contemplate a court’s review on the merits. We
prohibited judicial review of the find-
that the contract itself
him,
College
reappoint
when it
not to
ings the
made
decided
sense,
“jurisdiction,” in a nontechnical
and thus we lacked
Baker,
College’s
decision.
532 A.2d
review the merits
suggest that
had even
way
at 403. In no
did we state or
we
reaching
our
contemplated restricting our review
decision.
Thus,
precedent
restricting
is no
review
there
case,
currently
Pennsylvania.7
law
stands in
present
as the
remains, however,
change
It
to determine whether
consider, therefore,
propriety
law is
order. We
*15
Superior
embraced. When the
restricted standards the
Court
would limit
to
Superior
determined that it
its review
Court
University’s protocol “comport[ed]
pro-
with due
whether
2,
cess,”
1234,
A.2d at
n.
its standard reflected
Murphy, 745
against
public
which the actions of
entities are
the rule
reflection,
Upon
princi-
we can discern no
measured.
careful
that
pled
reviewing
basis for
breach
contract action
principles
to
out
private
аccording
involves
conduct
arise
Amendment,
govern
which
action.8
of the Fourteenth
state
Baker,
Superior
majority
7.
In addition to
Court
cited several other
They
support
inapposite.
to
review.
are
cases to
its decision
restrict
too
College,
Pa.Super.
In Schulman v. Franklin and Marshall
538
(1988),
Pennsylvania,
Upsilon
University
A.2d 49
and Psi
v.
(1991),
they
Pa.Super.
We, therefore, on the threshold agree is that hold standard review governing issue applied Pennsylvania traditionally courts have which the *16 procedures fundamental University's must be evaluated for 502, Pennsylvania, Pa.Super. 392 See v. fairness. Boehm 575, (1990) permitted (noting that courts have A.2d 580-81 some 573 discipline inquiry proceedings established into whether students incorporated process of due private institution basic notions academic fairness). and fundamental review, ruling in light Superior on the standard of In Court’s impermissi- present appeal, Murphy argues Superior Court an procedure for into bly the Contract's tenure termination transformed arbitration, challenges binding violative of agreement then it as for provide impartial deci- failing to for an constitutional due ruling, accept reject we Court's sion-maker. Because review, judicial we Murphy’s assertion that he is entitled traditional challenge. need not address that 590
determining summary judgment whether properly grant- in a ed of contract breach case. on appeal
Our review an from grant of a motion summary judgnent is A reviewing may well-settled. court disturb the order of the trial court only is where it established the court committed an error of law or abused Devito, (Pa. Capek 1047, 1048, discretion. 767 v. A.2d n. 1 2001). law, questions As all our is plenary. review Co., Phillips v. 124, 1167, A-Best Products 542 Pa. 665 A.2d (1995). evaluating In the trial court’s decision enter sum mary judgment, focus on legal we standard articulated summary judgment rule. Pa.R.C.P. 1035.2. rule states that there genuine where is no issue of material fact moving and the party law, is entitled to relief as a matter of summary judgment may be non-moving entered. Where the party issue, bears the burden of an proof on he may not merely rely on pleadings his answers order to survive summary judgnent. of a non-moving party “Failure ad duce on an sufficient evidence issue essential to case and « on which it bears the proof burden of .. establishes the entitlement moving party judgment aas matter of PennDOT, Young 373, law.” v. 1276, 560 Pa. 744 A.2d (2000). Lastly, will wе view the light record most favorable to the non-moving and all party, doubts as to the a genuine existence of issue of material fact must be resolved against moving party. Pennsylvania State v. Centre, County (1992). 532 Pa. 615 A.2d In order to Murphy’s evaluate contention summary judgment in the precluded by favor is the exis- of genuinely disputed, tence material facts as to whether the University breached the Contract when determined tenure, had forfeited his must we determine principles Contract’s terms. The of law that control this determination are well-established.
The fundamental rule in interpreting meaning of a give contract is to ascertain and effect to the intent of the
591
347,
White,
137,
Pa.
302 A.2d
v.
451
Felte
contracting parties.
agreement is
to a written
(1973).
parties
The intent
351
writing
in the
itself. Ste-
being
as
embodied
regarded
to be
(1982).
659,
45,
The
444 A.2d
661
498 Pa.
McChesney,
uart v.
at con-
together
arriving
taken
must be
instrument
whole
Felte,
do not assume
A.2d at 351. Courts
302
intent.
tractual
they
carelessly, nor do
was chosen
language
that a contract’s
meaning of the
ignorant of the
parties were
assume
“
Steuart,
Only a contract’s where to determine parol evidence be considered may extrinsic Co., 513 parties. Hutchison v. Sunbeam Coal intent of the (1986). 385, an 192, A contract contains 519 A.2d 390 Pa. construc reasonably susceptible “if it is different ambiguity being understood more than one capable tions and however, not in a question, Id. This is resolved sense.” Instead, ambiguous they if “contractual terms are vacuum. interpretation than reasonable when subject are more one Madison Co. v. applied particular to a set of facts.” Construc. Co., 595, 100, Pa. 735 A.2d 106 Mut. 557 Harleysville Ins. (Pa.1999). ambiguity, plain meaning an In the absence of Builders, agreement Harvey will be enforced. Gene & 420, Co., Ass’n Ins. 512 Pa. 517 Pennsylvania Inc. v. Mfrs.’ (1986). meaning unambiguous of an written A.2d The presents question law resolution instrument Community College, Society v. Community College court. (1977). 576, 375 A.2d Faculty, 473 Pa. regarding parties issue the have raised the Contract’s Through what meaning may be stated as follows: due to as to whether forfeited tenure question finally outlined misconduct to be decided-thе one serious litigants in a court of law? or the one available to Contract University argues that the Contract Murphy nor the Neither Rather, they both assert that the regard ambiguous. is in this language agreement clear of their only has one reasonable *18 meaning. Murphy “merely contends that the Contract tenure could state[d] be forfeited for ‘serious miscon- ” duct.’ It expressly did not state that “his tenure could be forfeited it is via determined set forth if that he has [Statutes] committed ‘serious misconduct’ or if the University grounds President determines there are for termi- 15-16) (Appellant’s nation.....” at (emphasis origi- Brief nal). therefore, According Murphy, jury a in a civil action right has determine whether his behavior rose to the of serious misconduct. counters level Contract, forth precisely “set[ how this ] standard to be [was] evaluated and whom. .... by University] agree [The did not to turn over to a judge jury the right to decide whether that standard met. That right applicable [was] under the contract remained with the executive University.” chief officer of 28-24) (Appellee’s at (emphasis original). Brief persuade
To us of respective the merits of positions, their parties we note that both urge us to review tenure cases from jurisdictions. other Although these cases are somewhat infor- mative, present analysis their value to our is limited. This is systems because no two of tenure are alike.9 Through our research, system we have discovered that the of tenure con- in the unique, Contract was aimed at securing tained what the University deemed to possible faculty promote be the best goals. its mission and
Thus,
length
we set forth at
the Contract that
controls
particular
this
to provide
case
resolving
framework for
Maryland
9.
Special Appeals pointed
As the
Court of
out
in Johns
Ritter,
Hopkins University
(1997),
Md.App.
v.
Full-time members who activities, teaching, scholarly in and professional excellence promise and University and who show service may to professional growth promoted be tenure. continued following making in At least factors shall considered be teaching perfor- whether to award tenure: the decision mance; degree; experi- professional advanced attainment ence; societies; in evi- participation appropriate learned service; research; University scholarly significant dence of activities; community publication and and professional high regard by held in other individuals articles or books discipline, and contributions to the faculty member’s and quality campus priorities life. The educational needs University and its financial circumstances shall also in each decision..... important be considerations tenure University The a Promotion and Ten- Contract established reviewing responsible that was for candidates ure Committee recommending and President those candi- the needs of the promotion dates whose to tenure would serve clearly University whose met University achievements the President expectations. required While the Contract recommendations, it the final reposed consider deci- relevant grant exclusively tenure him. The Contract stated: sion only by may Tenure be awarded only President writing.....In tenure, deciding whether to award consider, appropriate, President shall as the recommenda- School, faculty department tions member’s or Promotion Tenure Committee and for Vice President Academic Affairs. [University
The Promotion and Committee is advi- Tenure] sory discretionary President who possesses authority in making final decisions. J.,
In IV provided Statute the Contract “[t]enure faculty employment entitles the member to renewal of until age retirement or first whichever occurs.” The Contract K.I., provided forfeited, also Statute IV tenure could be a process whereby and set out would forfeiture occur. professional Grounds for forfeiture were or serious misconduct incompetence.10 A faculty member tenure was whose subject proposed of a termination could request hearing before the Committee. The Contract stated:
A faculty may by member’s tenure be forfeited serious professional incompetence. misconduct for In the event proposed termination for reasons of serious misconduct professional or for incompetency, faculty tenured shall be a hearing by entitled to the committee of (see VII, B.l.d.ii). Faculty, Grievance Committee Statute shall be informed hearing member before the in writing upon President of facts which such proposed is termination based and shall have opportunity *20 present a University may defense. The member and the be represented by at hearing the shall counsel. There be a record proceedings by made or electronic other appropriate recording process and the shall same be made parties. to the At the hearing, testimony may available scholars, of Faculty include that and other either from the institutions, from University other and any other relevant testimony. faculty shall committee advise the member and the of its writing President decision in within 10. Statute IV K.2. set forth “[t]ermination a of a tenured appointment exigency.” for reasons of final If hearing. days from the date of the termination faculty is that the member committee’s recommendation concurs, nоt be terminated and the President should If committee’s recommendation is case shall be closed. and the President faculty member be terminated recommendation, the case shall be disagrees with faculty If the affected closed. the President terminates by approval of the committee’s recommenda- member either decision, by following tion or own committee his/her retention, faculty the affected member recommendation may by final of the President reviewed have the decision Board of Directors. entirety, also
Reprinting Statute V in its the Contract proving the burden of provided bore convincing by serious misconduct clear and evidence. More- over, Contract, would make a recom- under the the Committee President, again, had but once the President mendation profes- to a decision-making power regard final with tenured misconduct. The Contract sor’s termination due serious stated: proof adequate cause exists for the
The burden institu- faculty dismissal of tenured member rests only by convincing and shall clear and tion be satisfied as a whole. evidence the record considered President, by may a final decision is he Before made meet with the Grievance Committee discuss the merits findings and No deci- the Committee’s recommendations. meeting. President at this sion is be made The President final decision and communi- makes his/her Committee, it to the the Academic Vice cates Grievance parties dispute. and to involved in the President turn now to of ascertaining We the task the Con meaning according guide principles tract’s to the contract *21 Having thoroughly parties’ agreement, we us. reviewed the Murphy’s interpretation, cannot which is based exclu- accept sively way on in the Contract was written. one sentence Simply put, parties’ gleaned contractual intent cannot be Contract, all but in and then ignoring one sentence Moreover, reading contrary that sentence out of context. claim, not Murphy’s specific, express language written is necessary particular for a contractual intent to exist in an Rather, contracting agreement. it is common for the intent of totality in contract. parties to be inherent their however, Univеrsity’s accept, position. We We agree unambiguous setting was clear and the Contract exclusively process out a Statute IV reserved the Univer a sity faculty arriving and its at conclusive determination Murphy’s as to whether tenure had been forfeited for serious Thus, misconduct. while is free to assert a court of him did process law that the of forfeiture was afforded terms, with comply not the Contract’s he is not free demand jury that a and re-decide the merits of his termi re-consider nation. interpretation
That this is correct is evident from a careful reading parties’ plain meaning entire Contract and the Significantly, K.l. taken in Statute IV when context. source of the of forfeiture of the Con- tenure under tract, involving faculty employment, all like decisions was the Thus, Statutes themselves. the Contract reflected tenure forfeiture was considered a matter of the self- governance, parties kept and one that the had for themselves to determine. faculty,
The Statute the Contract dedicated Statute IV, activities, comprehensive, covering faculty’s bene- fits, TV, rights, responsibilities. Paragraph K.l. of Statute forfeiture, piece which controlled tenure’s was but one of a ultimately who larger procedure determined would be University’s permanent faculty. Commencing part faculty, appointment provided teacher’s the Contract University re-appoint- means for the determine whether be, advancement, tenure, if ment, termi- promotion to need *22 a University evaluated step, occur. At the nation should each in a performed had he applicable an standard: against teacher advancement; had he for demonstrated manner that allowed professional teaching”, “scholarly in the and “excellence the of activities”, University” “promise and the the the “service to tenure; had he that merited professional growth” continued professional or incom- in “serious misconduct engaged the The made that warranted termination? decisions petence” forfeiture, were way, including the one for tenure along the “final.” Statute IV described in the Contract as repeatedly in of a case. spoke terms “closed” K.l. of a subjective judgments
All of these involved decisions qualities, potential personal and and professional teacher’s University’s the mission. advancing impeding or for either teacher, of and understanding intimate the They required an to life. philosophy, policies, day day and University’s of Contract, therefore, final process, to the gave ecumenically- an them. The is authority to make through promoting the members institution dedicated to based faculty religious and values of the its the ethical tenured It in its Catholic dimension.” tradition “Judaeo-Christian faculty no and its surprise comes as that lay or secular institution agreed any not cede outsider part of what on the right to define determine behavior he faculty was so antithetical to mission that a member University’s community, not remain a member could instead, set out in the Contract process concurred faculty a rose finally member’s actions would decide whether misconduct whether forfeiture to the level serious in order.
Moreover, nothing that there was in the Contract to indicate any judgments relating faculty to a member’s continued thereof, University, to a open in the or lаck would be place Indeed, would be unreasonable judge jury override. parties intended believe forfeiture, which was so careful- deciding the matter tenure point of ly in their Contract to the final determina- elaborated tion, civil completely filing could be circumvented Rather,
action. provisions the detailed of the Contract for deciding the matter have in inherent them the intent of the parties that agreed-upon process was to be final. That intent, respect finality process, just is as express and a promise actually enforceable as if it were phrase written that Murphy demanded. hold, therefore,
We is litigate not entitled to the merits of his termination this breach of contract action. say, That is questions as to he engaged whether serious misconduct and whether his serious misconduct should have resulted the forfeiture of tenure have been conclusive- ly and finally decided. emphasize
We
the decision
about
made
regard
in this
was not
provided
unrestrained. The
Contract
*23
judicial-like
a
process and
for determining
standard
whether
warranted,
tenure forfeiture
uрon
was
and imposed
Uni
versity an exacting burden of proof. Additionally, Murphy
to,
in
pursued,
was entitled
and
fact
an
to
appeal
the Universi
ty’s Board of Directors from the President’s final decision.
Moreover, Murphy
not subject
to the President’s whim.
participants
All of the
process,
in the
including Murray, were
required to
letter,
follow the
Contract’s
and
fulfill their
obligations
good
contractual
with
agree
faith. We
Superior
Court’s statement
in
that
Baker
an
“when
employer expressly provides in
employment
an
contract
a
comprehensive evaluation and
process,
review
a
may
court
look to
employer’s
to
good faith
determine
whether
employer has
performed
fact
those contractual duties.”
Baker,
Now Contract, that we have determined the terms of the it remains to consider facts that Murphy maintains are point obligation 11. We good out that this specifically faith tied is to separate and is not from the a imposes parties. duties contract on necessary It is akin implication to the contract doctrine of that been has described as follows: express In the provision, absence of an imply the law will an agreement by parties a perforin things contract to do and those according justice they carry reason and should do order to purpose out the for which the contract was made and to refrain from his of the Con- disputed as to claim genuinely and material that a must resolve jury contends Murphy breach. tract’s that led to termination engaged he the behavior whether light In serious misconduct. behavior was and whether are not holding, questions we conclude that these of our litigation present in the open dispute not material contract claim. breach of material genuine also issue contends procedural
fact as whether the breached exists having its of Directors of the Contract not Board term argument when reviewed consider additional evidence reject decision to the Committee’s recommen the President’s This contractual retaining alleged in favor of him. dation paragraph K.1 of IV. was not contained Statute term Murphy, in the on According to it was found 1958 Statement Proceedings in Faculty Proсedural Standards Dismissal (“Statement”) Pro the American Association of (“AAUP”), as in a Associ set forth letter the AAUP’s fessors Moreover, argues sent him. Secretary ate ruling, collaterally not contrary to the Court’s he is litigating district this estopped by the court’s decision from allegation.
First, estoppel. we consider the doctrine collateral estoppel prior issue in the applies Collateral when the decided adjudication presented was identical with one in the later *24 action; judgment merits; party was a final on the there the plea against party privity whom the is asserted was or prior party adjudication; party against to the and the it is asserted has a full and opportunity whom had fair in question prior Capek, issue in the litigate adjudication. the at 1051. 767 A.2d right doing anything destroy injure party’s would or the other fruits of receive the the contract. 676, Center, 580, Pa.Super. Vision A.2d 679
Slater v. Pearls 376 546 596, Inc., (1988) (quoting Fuel Co. 464 Pa. 347 Fricken v. Fetter Bros. J., (1975)) concurring) Campen (Pomeroy, (quoting Van A.2d 701 F.B. Council, Corp. Building Pa.Super. and Const. Trades 195 v. (1963)). A.2d Having carefully reviewed the district opinion court’s entire and general statement the Murphy received inwas provisions accordance with contractual University and (cid:127)policy procedures, and persuaded we are not that all of the elements of estoppel collateral are specifically, met. More it is apparent not that Murphy had a full opportunity and fair litigate whether the 1958 AAUP part Statement was process that Further, had to follow. it is not apparent that in addressing Murphy’s assertion that the Uni- versity’s proferred reason for his termination a pretext discrimination, for age that the district required court was Murphy’s determine whether termination satisfied all of the procedural Contract’s terms that allegedly tangen- came from Therefore, tial materials. we Murphy’s conclude that allega- tion procedural arising breach out of the 1958 AAUP subject Statement is not estoppel. collateral Nonetheless, the Murphy issue offers no relief from summary judgment.12 regard AAUP, With through the Handbook, Faculty the Contract incorporated the 1940 State ment of Principles Freedom, of Academic 1970 interpre comments, tive policies as well as procedures enunci ated in the 1984 edition of Policy the AAUP Documents and Reports, long they as as did not conflict University’s with the procedures. Nothing in the Contract explicitly mentioned or incorporated referred to or by reference the 1958 AAUP Thus, Statement. we find material, there to no disputed be procedural facts of breach that await resolution at trial.13 Accordingly, reasons, albeit for different we affirm the Court, Superior order affirming the order of the trial court granting summary judgment favor. Although 12. record shows that raised this issue courts, lower appear it would argue clearly, that because he did not Superior neither the trial court not distinguished Court it from Murphy’s allegation procedural breach based on the AALSStandards Bylaws. plenary Inasmuch as our review is question and this Contract, presents it, interpreting an issue of we will address rather remand, judicial than in the economy efficiency. interests of noted, already 13. As we have Bylaws also asserted that AALS precluded punishing Standards from him twice for the though same behavior. Even Court concluded that collat-
601 NEWMAN did and Madame Justice Mr. Justice NIGRO this matter. or decisiоn of participate not the consideration concurring opinion. ZAPPALA files Mr. Justice ZAPPALA, Concurring. Justice presented this case I find the resolution the issues College, in Baker v. Lafayette our decision is controlled (1987), affirm the order of the A.2d 399 and would Pa. ' on that basis. Superior Court
Supreme Pennsylvania. Court of 29, 2000. Sept.
Submitted July 2001. Decided breach, allegations applies procedural estoppel eral resolved allegation relating rejected AALS on the merits. The court concluding Murphy’s allegation, incorporate not that the Contract did upon Bylaws procedural requirements or which the AALS Standards Murphy Murphy, 1235. is not clear whether relied. A.2d at It procedural particular this as a pursue continues to assertion breach, only passing in Brief. as it is mentioned a footnote does, reveals Assuming he our review of record interpretation the Contract is correct. We also Court’s deposition point in his that the AALS Stan- out that admitted punishing faculty explicitly prohibit member dards do not twice the same misbehavior.