IN THE COURT OF APPEALS OF OHIO
TENTH APPELLATE DISTRICT
Anita L. Marbury,
:
Plaintiff-Appellant,
:
No. 00AP-597
v.
:
(REGULAR CALENDAR)
Central State University,
:
Defendant-Appellee.
:
D E C I S I O N
Rendered on December 14, 2000
Weisbrod Law Office, and Alfred J. Weisbrod, for appellant.
Betty D. Montgomery, Attorney General, and Randall W.
Knutti, for appellee.
APPEAL from the Ohio Court of Claims.
DESHLER, J.
This is an appeal by plaintiff, Anita L. Marbury,
from a judgment of the Ohio
Court of Claims rendered in favor of defendant, Cen tral State University, on plaintiff's
claim for breach of employment contract.
On July 6, 1998, plaintiff filed a complaint agai nst defendant, Central State
University, asserting claims for handicap, race and
sex discrimination, negligent and
intentional infliction of emotional distress and wr ongful discharge. Defendant filed an
answer on August 5, 1998.
No. 00AP-597
9
The issues were bifurcated and the case came for
trial before the court on
the sole issue of liability. During plaintiff's op ening statement, counsel informed the court
that plaintiff no longer wished to pursue her claim s for handicap discrimination and for
intentional infliction of emotional distress. At t he close of plaintiff's case, the trial court
sustained defendant's Civ.R. 41(B)(2) motion to dis miss plaintiff's claims for race and sex
discrimination, leaving the breach of contract clai m as the sole issue for determination.
The trial court made the following findings based
upon the evidence
presented at trial. Defendant is a state instituti on of higher education, created pursuant to
R.C. Chapter 3343, and plaintiff was employed by de fendant from 1986 until her last day
of employment on March 10, 1997. Plaintiff worked
under written employment contracts
during most of her years of employment with defenda nt. On October 15, 1993, plaintiff
signed her last formal employment contract, under w hich she was appointed as registrar
for the period beginning October 1, 1993, and endin g June 30, 1994.
In early 1995, defendant's president, Arthur E. T homas, met with university
employees and announced that staff members would no t receive a salary increase for the
1995 fiscal year, and that employees would receive
a written communication regarding
the salary freeze. On March 16, 1995, plaintiff ac knowledged, in writing, a letter from
President Thomas, dated March 6, 1995, informing pl aintiff that her salary would remain
the same for the period from July 1, 1994 to June 3 0, 1995.
On March 10, 1997, plaintiff's supervisor, Consta nce Rockingham, informed
plaintiff that she had the choice of either resigni ng from her position or of being
terminated. Rockingham was a member of the univers ity's management team that the
board of trustees had put in place to oversee the u niversity as a result of an impending
No. 00AP-597
9
financial crisis. Rockingham informed plaintiff th at the management team had made a
decision to terminate her employment. The trial co urt made a finding that, "after some
hesitation," plaintiff signed a resignation letter that had been prepared by Rockingham.
The March 10, 1997 letter stated that the resignati on was effective immediately, and that
plaintiff would be paid her current salary and bene fits for a period of thirty days from the
date of her resignation.
In addressing plaintiff's contention that she was f orced to sign a letter of
resignation, the trial court found in its decision that "plaintiff's resignation was voluntary in
that plaintiff ultimately made the decision to sign
the resignation letter rather than be
subjected to the alternative of being terminated."
The trial court further found that, even
assuming plaintiff had not signed the letter volunt arily, plaintiff was working as an at-will
employee at the time of her resignation in 1997. S pecifically, the court found that
plaintiff's last formal employment contract with de fendant was executed on October 19,
1993, and that such contract expired by its terms o n June 30, 1994. The court held that
the March 6, 1995 letter from President Thomas expl icitly extended the provisions of the
prior contract only until June 30, 1995.
The trial court also determined that "no further
extension of Plaintiff's
employment contract arose from President Thomas' 19 95 statement to employees." The
court held that when plaintiff signed the March 6,
1995 letter, it became a contract that
defined the terms and conditions of plaintiff's emp loyment. The court further concluded
that the contract was free of ambiguity, and thus t he parol evidence rule precluded any
attempt by plaintiff to introduce evidence of an or al agreement that varied the terms of the
No. 00AP-597
9
express written agreement. Thus, the court held th at plaintiff had failed to prove by a
preponderance of the evidence that defendant breach ed plaintiff's employment contract.
On appeal, plaintiff sets forth the following two
assignments of error for
review:
First Assignment of Error:
THE COURT OF CLAIMS COMMITTED PREJUDICIAL
ERROR WHEN IT FOUND THAT PLAINTIFF-APPELLANT
WAS
AN
AT
WILL
EMPLOYEE
SUBJECT
TO
TERMINATION AT ANY TIME.
Second Assignment of Error:
THE COURT OF CLAIMS COMMITTED PREJUDICIAL
ERROR WHEN IT FOUND THAT PLAINTIFF-APPELLANT
VOLUNTARILY
RESIGNED
HER
POSITION
AS
REGISTRAR OF CENTRAL STATE UNIVERSITY.
Under her first assignment of error, plaintiff's
primary contention is that Dr.
Arthur Thomas, the President of Central State, held a meeting in February 1995 during
which he advised the staff that their contracts wou ld be extended for a three year period
with no raises for at least two of the three years.
Plaintiff further argues that, on March 6,
1995, Dr. Thomas wrote a letter to all staff member s, including plaintiff, memorializing his
statements regarding the February meeting. Plainti ff asserts that this written document
confirms a meeting of the minds between the parties
with respect to an offer of three
years. Plaintiff maintains that she accepted this
offer and that the university partially
performed by paying her in accordance with the cont ract terms until March 1997. Plaintiff
contends that the doctrine of promissory estoppel p recludes defendant's actions in
terminating her from her position.
No. 00AP-597
9
As noted by the trial court, the facts indicate t hat the last "formal" contract
signed by plaintiff was dated October 19, 1993. Th e terms of the contract provided in part
that "the University agrees to employ and the Appoi ntee does hereby accept and agree to
render full-time service as Registrar for the perio d beginning October 1, 1993 and ending
June 30, 1994 ***." The contract further provided
that, "the Appointee shall have the right
to terminate this agreement by submitting a written resignation to the President not less
than thirty (30) days prior to its effective date."
Finally, the contract provided that "the
University may terminate this agreement at anytime for cause," and that "the University
may terminate this agreement prior to the expiratio n hereof on thirty (30) days written
notice to Appointee."
Also introduced at trial was a letter from the Pr esident of the university,
dated March 6, 1995, indicating that there would no t be a salary increase "for FY95." The
letter further provided that, "[y]our salary of $57 ,318, will remain the same for the period
July 1, 1994 – June 30, 1995,” and that "[t]he curr ent contract terms and conditions will
continue." The trial court found that the March 6
letter "explicitly extended the provisions
of the prior contract only until June 30, 1995,” an d we note the record does not indicate
that plaintiff signed any other type of written agr eement subsequent to signing the letter.
As indicated under the facts, the trial court con cluded that the March 6
letter, signed by plaintiff, extended the provision s of the prior contract only until June 30,
1995. The court further found that the contract wa s free of ambiguity, and thus the parol
evidence rule precluded any attempt by plaintiff to
introduce evidence of an oral
agreement that varied the terms of the written agre ement.
No. 00AP-597
9
Defendant argues that plaintiff’s promissory esto ppel claim must fail in part
because defendant’s president did not have the stat utory authority to make a promise to
plaintiff of a three-year, non-terminable contract.
Upon review of the applicable law, we
agree.
The trial court noted under the facts that defend ant is a state institution of
higher education created pursuant to R.C. Chapter 3 343. R.C. 3343.06 states in relevant
part that “[t]he board of trustees of Central state
university shall elect, fix the
compensation of, and have the right to remove the p resident *** and elect, fix the
compensation of, and remove such number of professo rs, teachers, and other employees
as is necessary.”
In Drake v. Med. College of Ohio (1997), 120 Ohio App.3d 493, 495, this
court held that “promissory estoppel will not apply when a position taken by an agency is
contrary to express statutory law.” In Drake, the appellant asserted claims for breach of
contract and promissory estoppel against a medical college at a state institution following
her termination. Appellant alleged that the presid ent and senior vice president made
representations to her regarding her employment. A t issue in Drake were the provisions
of R.C. 3350.03, which sets forth language similar to R.C. 3343.06.
In Drake, supra, at 495-496, this court held:
Appellant could not rely upon the representations o f either the
President or Senior Vice President of MCO because t hey did
not have the authority to hire an employee. R.C. 3 350.03
provides:
“The board of trustees of the medical college of Oh io at
Toledo shall employ, fix the compensation of, and r emove the
president and such numbers of professors, teachers,
and
other employees as may be deemed necessary. The bo ard
shall do all things necessary for the creation, pro per
No. 00AP-597
9
maintenance, and successful and continuous operatio n of the
college. ***”
Thus, the sole authority to approve employment cont racts for
MCO was given to the board of trustees by the Gener al
Assembly. Any representations made by the president
or
senior vice president would be contrary to express
statutory
law and, thus, promissory estoppel does not apply.
Further,
public officers cannot bind the state by acts outsi de their
express authority. Kirk Williams Co. v. Ohio State Univ. Bd.
Of Trustees (June 13, 1989), Franklin App. No. 88AP-697,
unreported ***.
Mistaken advice or opinions of a
governmental agent do not give rise to a claim base d on
promissory estoppel.
Halluer v. Emigh (1992), 81 Ohio
App.3d 312 ***.
Similarly, in the instant case, plaintiff’s promi ssory estoppel claim fails as a
matter of law. We note that the trial court made a
finding that there was no support for
plaintiff’s claim that defendant’s president promis ed to grant all staff members a three-
year employment contract. However, even if defenda nt’s president made such an offer,
plaintiff could not have reasonably relied upon tha t representation. Drake, supra.
Further, even assuming defendant’s president had
the authority to offer a
three-year commitment of employment, we find no err or with the trial court’s application of
the parol evidence rule to the facts of this case.
In general, "'[t]he parol evidence rule is a
rule of substantive law that prohibits a party who
has entered into a written contract from
contradicting the terms of the contract with eviden ce of alleged or actual agreements.'"
Ed Schory & Sons, Inc. v. Soc. Nat'l. Bank
(1996), 75 Ohio St.3d 433, 440, quoting 3
Corbin, Corbin on Contracts (1960) 357, Section 573 . Thus, "'an oral agreement cannot
be enforced in preference to a signed writing which pertains to exactly the same subject
matter, yet has different terms.'"
Id. Further, "[p]romissory estoppel does not apply to
oral statements made prior to the written contract, where the contract covers the same
No. 00AP-597
9
subject matter." Borowski v. State Chem. Mfg. Co. (1994), 97 Ohio App.3d 635, 643.
See, also, Gallant v. Toledo Pub. Schools (1992), 84 Ohio App.3d 378, 386 (promissory
estoppel does not apply where plaintiff was employe d under a limited one-year contract).
In the present case, we agree with the trial cour t's finding that the March 6
letter unambiguously provided that plaintiff's sala ry would remain the same for the period
of July 1, 1994 through June 30, 1995, and that pla intiff's attempt to introduce an earlier
oral promise of a three-year agreement was at varia nce with the terms of the later written
agreement. Under the facts of this case, plaintif f cannot, by means of introducing parol
evidence, invoke the doctrine of promissory estoppe l to alter the unambiguous terms of
an agreement.
Upon review, the record supports the trial court' s finding that plaintiff's
written contract expired after June 30, 1995, and w as not extended by President Thomas'
remarks at the 1995 staff meeting. Thus, we agree
with the trial court's determination that
the plaintiff failed to prove, by a preponderance o f the evidence, a claim for breach of
employment contract.
Accordingly, plaintiff's first assignment of erro r is without merit and is
overruled.
In light of our disposition of the first assignme nt of error, the issue raised in
plaintiff's second assignment of error, asserting t hat the court erred in failing to find that
plaintiff was constructively discharged, which is p remised on the existence of an
enforceable three-year contract, is rendered moot.
No. 00AP-597
9
Based upon the foregoing, plaintiff's first assig nment of error is overruled,
plaintiff's second assignment of error is rendered moot, and the judgment of the trial court
is hereby affirmed.
Judgment affirmed.
BOWMAN, P.J., and LAZARUS, J., concur.