ROBIN HALPERN v. MARION P. THOMAS CHARTER SCHOOL

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

 

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-5413-11T3

ROBIN HALPERN,

Plaintiff-Appellant,

v.

MARION P. THOMAS

CHARTER SCHOOL,

Defendant-Respondent.

________________________________________________________________

August 30, 2013

 

Argued February 25, 2013 - Decided

 

Before Judges Fasciale and Maven.

 

On appeal from the Superior Court of New Jersey, Law Division, Essex County, Docket No. L-0864-11.

 

Gail Oxfeld Kanef argued the cause for appellant (Oxfeld Cohen, P.C., attorneys; Ms. Oxfeld Kanef, of counsel and on the briefs; William P. Hannan, on the briefs).

 

Derlys Maria Gutierrez argued the cause for respondent (Adams Stern Gutierrez & Lattiboudere, LLC, attorneys; Ms. Gutierrez, of counsel and on the brief; Daniel Schlein, on the brief).

 

PER CURIAM

Plaintiff Robin Halpern appeals from a May 25, 2012 Law Division order granting defendant's motion for summary judgment, denying her cross-motion for summary judgment, and dismissing her complaint for breach of contract with prejudice. We reverse and remand for further proceedings.

The relevant facts adduced from the hearing transcript follow. Halpern was employed by defendant Marion P. Thomas Charter School (MPTCS or Charter School) in Newark, New Jersey, during the 2008-2009 and 2009-2010 school years as Director of Special Services and Director of Special Education and Counseling, respectively. During those two school years, Halpern served under the terms of two annual employment agreements drafted by the Charter School and signed by both, Halpern and a Charter School representative. On April 15, 2010, Halpern entered into an employment agreement with MPTCS for the 2010-2011 school year as the Coordinator of Special Services. The employment agreement specified that Halpern would be employed as a ten-month employee for that academic school year. On or about August 16, 2010, Halpern received notice from the Charter School that the school "could no longer afford" her; her services would no longer be needed; and she was not to report for work at the beginning of the school year. The Charter School advised that Halpern that she would not be employed for the 2010-2011 school year due to budgetary reasons.

Halpern subsequently filed a single count complaint on January 31, 2011, in which she alleged that MPTCS breached the parties' employment agreement by failing to employ her and pay her a salary for the 2010-2011 school year.

On February 17, 2012, MPTCS filed a motion for summary judgment seeking to dismiss the complaint with prejudice. Halpern filed a cross-motion for summary judgment on April 3, 2012.

In May 2012, at oral argument on the motion for summary judgment, the central issue was whether Halpern was an at-will employee. First, Halpern contended that the presumption of at-will employment was overcome by her employment contract, which specified a definitive duration of employment and did not contain a termination provision for the Charter School. Additionally, she maintained that the provisions in the employee handbook regarding a sixty-day probationary period during which employees can be terminated at-will did not apply to her. She surmised that the handbook did not establish she was an at-will employee.

The Charter School countered that case law supports a finding that Halpern was an at-will employee, and further as a public employee, the Charter School had the right to terminate employees for budgetary reasons.

The motion judge recognized the presumption of at-will employment in New Jersey. The judge noted the holding in Hindle v. Morrison Steel Co., 92 N.J. Super. 75, 81 (App. Div. 1966), that "in the absence of an explicit contract[,] an employment is generally at[-]will and subject to termination with or without cause." The judge further recognized that "[e]mployers and employees commonly and reasonably expect employment to be at[-]will unless specifically stated in explicit contractual language." In rejecting the significance of the fixed-term provision in Halpern's employment agreement, the judge stated that:

Here[,] . . . it's argued that one can imply that this was not an at[-]will employment because it ran for a period of a year. . . . I think the reverse is true. In order to make it not an at[-]will[,] there would have to be some language to establish that. Merely because the contract is for a term exceeding a day . . . doesn't make it not [an] at[-]will contract. There would have to be some expression, either in the contract, a letter saying you've got employment for a year no matter what . . . . Or the manual perhaps saying our employees are employed for this period of time and are not at[-]will employees. None of that's here. . . .

 

The judge ruled that the presumption of at-will employment must be overcome by a clear expression by the employer in either a contract or in the employment manual that an employee is not at-will. Finding no evidence of that expression in Halpern's contract or the MPTCS employee handbook, the court granted summary judgment in favor of the Charter School.

On appeal, Halpern argues that the motion judge erred as a matter of law by establishing a new legal requirement to rebut the presumption of at-will employment. Halpern asserts that her contract for a fixed term rebuts the presumption of at-will employment and further argues that the MPTCS Handbook, which contains no reference to at-will employment or any relevant termination procedure, does not apply to her.

We have carefully reviewed the summary judgment record and discern genuine issues of material fact concerning the contractual intent of the parties, the precise meaning and significance of the specified term of employment, as well as issues regarding the meaning and intent of the language in the MPTCS Handbook.

I.

In reviewing these central issues, we bear in mind the court's role in the context of summary judgment practice. Generally, the court must "consider whether the competent evidential materials presented, when viewed in the light most favorable to the non-moving party, are sufficient to permit a rational factfinder to resolve the alleged disputed issue in favor of the non-moving party." Brill v. Guardian Life Ins. Co. of Am.,142 N.J.520, 540 (1995); see alsoR.4:46-2(c). "The 'judge's function is not himself [or herself] to weigh the evidence and determine the truth of the matter but to determine whether there is a genuine issue for trial.'" Brill, supra, 142 N.J. at 540 (alteration in original) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249, 106 S. Ct. 2505, 2511, 91 L. Ed. 2d 202, 212 (1986)). We review a grant of summary judgment de novo, applying the same standard governing the trial court under Rule4:46. Estate of Hanges v. Met. Prop & Cas. Ins. Co., 202 N.J.369, 382-83 (2010).

Further, we recognize that the construction of contract terms generally presents a question of law for the court. Bosshard v. Hackensack Univ. Med. Ctr., 345 N.J. Super. 78, 92 (App. Div. 2001). The scope of that legal review includes deciding whether a contract provision is clear and unambiguous. Nester v. O'Donnell, 301 N.J. Super. 198, 210 (App. Div. 1997). Because such decisions entail questions of law, a de novo standard of appellate review normally applies to the construction of a contract. Thus, a reviewing court will not accord any special deference to the trial court's interpretation of the contract terms. SeeFastenberg v. Prudential Ins. Co. of Am., 309 N.J. Super. 415, 420 (App. Div. 1998) ("Interpretation and construction of a contract is a matter of law for the court subject to de novo review."). We now examine the issues on appeal in light of these standards.

II.

"In New Jersey, an employer may fire an employee for good reason, bad reason, or no reason at all under the employment-at-will doctrine. An employment relationship remains terminable at the will of either an employer or employee, unless an agreement exists that provides otherwise." Wade v. Kessler Inst., 172 N.J. 327, 338-39 (2002) (quoting Witkowski v. Thomas J. Lipton, Inc., 136 N.J. 385, 397 (1994)). The exceptions to the at-will doctrine are when there is a claim that the employer has violated the Conscientious Employee Protection Act, N.J.S.A. 34:19-1 to -14 (CEPA), the New Jersey Civil Rights Act, N.J.S.A. 10:6-1 to -2 (CRA); the New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 to -49 (LAD); or a contractual right or an implied contract based on an employee manual pursuant to the holding in Wade, supra, 172 N.J. at 339. In this case, the last exception is implicated where either the written contract or the MPTCS employee manual may arguably affect the Halpern's presumed at-will status.

We begin by reviewing the Halpern's prior and current employment agreements. The 2008-2009 agreement included a May 28, 2008 cover letter from the school to Halpern indicating that the school is an "at-will employer."1 The 2008-2009 and 2009-2010 contracts were identical and contained, among other things, a specific term of employment, each beginning on a specific date in August and lasting for ten months. The contracts also contained a termination clause for Halpern, and two termination clauses for the Charter School permitting it to terminate the agreement for cause and without cause.

The 2010-2011 differs from the prior agreements principally by not including any reference to at-will employment nor a specific start date. Additionally, whereas the previous contracts are entitled "Non-Tenured Employee Employment Agreement," the 2010-2011 agreement does not include that phrase in the caption. The instant agreement also does not contain the termination clauses for the Charter School.

The parties agree that Halpern's contract did not state that she was an at-will employee, and the Charter School acknowledged that its mistaken failure to include the termination clauses in the current agreement made the agreement less clear. Nonetheless, the Charter School contends that the uniform contract for all MPTCS non-tenured employees, including Halpern's contract, was clear and unambiguous. The contract subjected the employees to the Charter School's policies and the employee handbook, which clearly informed Halpern that she was an at-will employee.

Here, the relevant provisions of the MPTCS employee handbook are the disclaimer, practices for "Probationary Employment," and the "Streamline Tenure Policy." First, the Charter School relies upon the following disclaimer in the employee handbook:

The contents of this handbook are presented as a matter of information only. While [MPTCS] believes in the policies and procedures described here, they are not conditions of employment. MPTCS reserves the right to modify, revoke, suspend, terminate or change all such policies and procedures, in whole or in part, at any time, with or without notice. The language used in this handbook is not intended to create nor is it to be construed to constitute a contract between MPTCS and any one or all of its employees.

 

[(Emphasis added).]

 

Next, the Charter School contends that the Streamline Tenure Policy, which grants tenure after three years, clearly indicates that its staff members are employed at-will prior to acquiring tenure status. The policy reads, "Once streamline tenure is acquired, an employee of a charter school may not be dismissed . . . except for inefficiency, incapacity, conduct unbecoming, or other just cause." The Charter School argues that by implication, the Streamline Tenure Policy made all non-tenured employees, including Halpern, at-will employees.

Finally, the Probationary Employment provision provides that "[a]ll new employees are subject to a period of probationary employment of [sixty] days . . . during which time they may be terminated at any time without notice." Halpern maintains that this at-will provision does not apply to her as she was not a new probationary employee.

Upon our careful review of the record, including a comparison of the earlier employment agreements with the current agreement, and noting the absence of any reference to at-will employment and termination clauses, we conclude that the parties' intent pertaining to Halpern's at-will status was unclear. We reach this conclusion in light of the Charter School's admitted drafting "mistake" and the divergent inferences each party espouses based on their interpretation of the employment agreement and the employee handbook.

Viewed in the light most favorable to Halpern, it is evident that genuine issues of material fact exist from which a reasonable jury may reach a conclusion that Halpern is not an at-will employee. We conclude therefore that summary judgment was prematurely granted and the matter should be remanded to the trial court for further proceeding. Based on our determination, we decline to consider on this record whether Halpern's employment contract rebuts the presumption of at-will employment.

R

eversed and remanded for further proceedings. We do not retain jurisdiction.

1 In her certification in opposition to summary judgment, Halpern disputed receiving the May 29, 2008 letter, and doubted the authenticity of that letter because it was "not on the letterhead of MPTCS, as was other correspondence from the Charter School . . . The letter is not signed by Karen Thomas, CEO of MPTCS, or myself."