Haviland v. Simmons
34 I.E.R. Cas. (BNA) 1206, 45 A.3d 1246, 2012 R.I. LEXIS 119 (2012)
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Rule of Law:
When a series of communications, including contradictory letters, forms an express employment contract, any ambiguity regarding its terms will be construed against the drafting party. A party has standing to seek declaratory relief based on the present harm of uncertainty regarding their contractual rights, even without an imminent threat of termination.
Facts:
- In 2000, Brown University sought to hire Paul Armstrong as Dean of the College.
- Armstrong conditioned his acceptance on Brown finding a suitable position for his wife, Beverly Haviland, who was a tenured professor at SUNY-Stony Brook.
- The couple communicated to Brown's administration that Haviland required employment security equivalent to tenure for them to accept the positions.
- On October 18, 2000, Brown sent Haviland a letter for a non-tenure track position, stating her contract would be renewed unless there was 'adequate cause,' defined as equivalent to the standard for dismissing a tenured faculty member.
- Based on the October 18 letter, Armstrong accepted the deanship, and the couple began preparations to move.
- On November 6, 2000, a dean at Brown, Mary Fennell, sent a new letter stating it 'supersedes' the October 18 letter and that Haviland's appointment would be governed by standard rules for non-tenured faculty.
- After the couple expressed concern, Dean Fennell sent a letter on November 17, 2000, stating her use of 'supersedes' was 'unfortunate' and that the October 18 letter was not 'null and void.'
- Relying on this assurance, Haviland signed the formal offer letter and the couple relocated to Rhode Island to begin working at Brown.
Procedural Posture:
- In 2004, Brown University's Tenure Promotions and Appointments Committee (TPAC) reviewed Beverly Haviland for reappointment using a 'sustained excellence in teaching' standard and voted against renewal.
- The Provost rejected the TPAC's recommendation but renewed Haviland's contract for a shorter term, requiring she meet the 'sustained excellence' standard in the future.
- Haviland's appeal of the Provost's decision was denied by the University President.
- Haviland filed an action for declaratory relief against Brown University in Rhode Island Superior Court.
- The trial justice, after a bench trial, found in favor of Haviland, declaring that an enforceable contract existed governed by the terms of the October 18, 2000 letter.
- Final judgment was entered for Haviland on March 2, 2010.
- Brown University, as defendant-appellant, appealed the judgment to the Supreme Court of Rhode Island.
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Issue:
Does a series of written communications between a university and a prospective employee, which includes contradictory terms, create an enforceable express contract that requires the university to use a 'for cause' standard for non-renewal of a non-tenured position?
Opinions:
Majority - Justice Goldberg
Yes. A series of written communications can form an enforceable express contract, and when its terms are ambiguous, they are construed against the drafter. First, the court held that the case presented a justiciable controversy. Haviland's injury was not a hypothetical future job loss, but the 'present harm' of uncertainty regarding the standard for her performance reviews, as Brown had already twice failed to apply the standard she believed was promised. Second, the court found that the series of letters between the parties formed an express contract, not an implied-in-fact contract as the lower court held. Haviland's signing of the November 8 offer letter constituted acceptance, but that acceptance was predicated on the assurances in the November 17 letter which reaffirmed the validity of the October 18 letter's 'for cause' renewal standard. Third, because the collection of letters contained contradictory terms regarding the renewal standard, the contract was ambiguous. Applying the doctrine of contra proferentem, this ambiguity must be construed against the drafter, Brown University, meaning Haviland's interpretation prevails. Finally, the court rejected Brown's argument that its administrators lacked authority to make such an offer, finding they possessed apparent authority on which Haviland reasonably relied.
Analysis:
This decision reinforces the principle of contra proferentem (construing ambiguity against the drafter) in the context of complex employment negotiations documented through multiple communications. It serves as a significant caution to employers, particularly large institutions, to ensure clarity and consistency in their hiring documents. The ruling establishes that prior written promises may be incorporated into a final employment agreement, even if a formal offer letter is silent on the matter, so long as subsequent communications do not clearly and unequivocally rescind them. This precedent pressures employers to use comprehensive, integrated contracts with merger clauses to avoid unintentionally binding themselves to terms from preliminary negotiations.
