2003-109, DAVID DILLMAN v. NEW HAMPSHIRE COLLEGE

The defendant, New Hampshire College (college), now known as Southern New H ampshire University, appeals a jury verdict in favor of the plaintiff, David Dillman, for br each of contract. The defendant contends that the plaintiff was an at-will employee who c ould be terminated without cause and that the Superior Court (Brennan, J.) erred i n denying its motion for a directed verdict. We affirm.

The record supports the following facts. The plaintiff became the audio-visual director of the college in December 1988. Beginning in 1991, the parties executed annual letters of r eappointment that contained the terms of the employment relationship for the upcoming a cademic year and identified the nature of the services to be provided, the duration of employment and the compensation to be received. The letter in effect at the time the pl aintiff was fired in May 1999 provided:

Following his termination, the plaintiff sued the college for breach of contract. He a lleged that he was terminated without good cause and that the college arbitrarily refused t o rehire him for the next academic year. At trial, at the close of all the evidence, the de fendant’s motion for directed verdict was denied. The jury subsequently returned a v erdict for the plaintiff. This appeal followed.

The defendant argues that the trial court erred by failing to grant its motion for a di rected verdict. It contends that, as a matter of law, the plaintiff was an at-will e mployee who could be terminated without cause, and it relies upon the letters of r eappointment, disclaimers in the employee handbooks and handbook receipts and prior de cisions of this court to support its argument. Specifically, the defendant contends that t he plaintiff’s "non-contracted" staff appointment made him an at-will e mployee, as a matter of law, and that the handbook, by its express disclaimers, did n othing to alter his employment status. The defendant points to an explicit disclaimer in t he 1994 handbook, which stated that "[t]his Handbook shall not be considered a c ontract of employment" and the plaintiff’s signed receipt for the handbook, w hich provided that "[t]his Handbook is not intended to be a contract or part of a c ontractual agreement between you and the College." Finally, the defendant argues t hat this case is controlled by our decisions in Butler v. Walker Power, Inc., 137 N.H. 432 (1993), and Panto v. Moore Business Forms, Inc., 130 N.H. 730 (1988).

A trial court may grant a motion for a directed verdict only if it determines, after c onsidering the evidence and construing all inferences therefrom most favorably to the n on-moving party, that no rational juror could conclude that the nonmoving party is e ntitled to any relief. Goodwin v. James, 134 N.H. 579, 582 (1991). If the evidence a dduced at trial is conflicting or permits several reasonable inferences, a motion for a di rected verdict should be denied. Vautour v. Body Masters Sports Indus., 147 N.H. 150, 153 ( 2001). We will uphold a trial court’s ruling on a motion for a directed verdict when the record supports the conclusion that the trial court did not commit an u nsustainable exercise of discretion. Vincent v. Public Serv. Co. of N.H., 129 N.H. 621, 625 ( 1987); cf. State v. Lambert, 147 N.H. 295, 296 (2001) (explaining u nsustainable exercise of discretion standard).

As a general rule, the interpretation of a contract is an issue of law for this court t o resolve. Erin Food Servs., Inc. v. 688 Props., 119 N.H. 232, 235 (1979). Where, h owever, there are disputed questions of fact as to the existence and terms of a contract, t hey should be resolved by the jury. Maloney v. Company, 98 N.H. 78, 82 (1953). In a ddition, when contract terms are ambiguous, and the trial court has properly looked to e xtrinsic evidence to determine the intent of the parties, determining the ambiguous t erms’ meaning should be left to the jury unless the meaning of the extrinsic e vidence is so clear that reasonable people could only reach one conclusion. Galloway v. Chicago-Soft, 142 N.H. 752, 756 (1998). Before such issues can be submitted to the j ury, the trial court must determine whether there is any evidence from which a reasonable j ury could find a contract between the parties. Maloney, 98 N.H. at 82.

In the case before us, both parties signed the applicable letter of reappointment w hich, on its face, would allow a reasonable jury to find a contract between the parties. T he letter appears to contain the essential elements of a contract – offer, a cceptance, consideration and a meeting of the minds. See Tsiatsios v. Tsiatsios, 140 N.H. 173, 178 (1995). Neither the letter of reappointment nor the handbook, to which i t referred, defined or explained the term "noncontracted" to mean at-will.

The letter of reappointment covered a term of twelve months. Generally, when an e mployee is not hired for a definite term he is considered an employee-at-will. Butler, 137 N.H. at 435. Where, however, an employment agreement specifies a definite term, it is g enerally implied that the employee can be discharged only for cause. Toussaint v. Blue Cross & Blue Shield of Mich., 292 N.W.2d 880, 891 (Mich. 1980); 82 Am. Jur. 2d Wrongful D ischarge § 7 (2003). A reasonable jury could have concluded that the letter of r eappointment constituted a contract for a definite term. Alternatively, viewed in the l ight most favorable to the plaintiff, the letter of reappointment along with the handbook a nd the signed receipt could have been reasonably interpreted as creating an ambiguity as t o the nature of the plaintiff’s p. 3 employment status. See Galloway, 142 N.H. at 756. In fact, the trial court permitted extensive extrinsic evidence to clarify a nd explain the employment relationship between the parties and whether the defendant n eeded cause to terminate the plaintiff. See id.

At trial, the plaintiff also relied upon subsections of the handbook to prove that he w as not an at-will employee. The reappointment rights subsection of the handbook stated t hat "[t]he College shall not arbitrarily or capriciously refuse to issue a letter of r eappointment to continuing professional employees." The termination for cause s ubsection, which also governed professional employees, provided that "[t]he College m ay suspend, discharge or otherwise discipline a professional employee during the term of h is/her appointment for just cause." The defendant conceded that these provisions w ere applicable to the plaintiff, but contested whether it was contractually obligated to pr ovide them to the plaintiff. These subsections were arguably incorporated into the terms a nd conditions of the letter of reappointment by its express language, which provided that t he plaintiff’s non-contracted staff position was "covered under the policies a nd procedures outlined in the New Hampshire College Unified Handbook." These s ubsections, viewed in the light most favorable to the plaintiff, could reasonably have be en found to govern both the plaintiff’s reappointment and termination.

Contrary to the college’s contention, our holdings in Butler and Panto do n ot mandate a directed verdict in this case. In those cases the underlying employment r elationship was not in dispute. The plaintiffs were at-will employees. Butler, 137 N.H. at 435; Panto, 130 N.H. at 732. At issue was whether a policy statement or a h andbook modified an otherwise at-will employment relationship. Butler, 137 N.H. at 436-37; Panto, 130 N.H. at 734-35.

In this case, the underlying employment relationship was in dispute. The plaintiff c ontended that the letters of reappointment created an employment relationship, which c ould only be terminated for cause. While the plaintiff argued that the handbook, e xpressly referenced as covering his "non-contracted" position, was consistent w ith his right to a forcause termination standard, he did not attempt to use the handbook t o transform an at-will relationship into something more.

The defendant’s motion for directed verdict could only have been granted if the t rial court found that the plaintiff’s case was completely without merit. Cloutier v. A. & P. Tea Co., Inc., 121 N.H. 915, 920 (1981). Because we conclude that sufficient evidence was presented to enable the jury to find for the plaintiff, we hold t hat the trial court did not commit an unsustainable exercise of discretion by denying the de fendant’s motion for a directed verdict.