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Taylor v. University of The Cumberlands

United States District Court, E.D. Kentucky, Southern Division, London

March 29, 2018

DR. JAMES TAYLOR and MRS. DINAH TAYLOR, Plaintiffs,
v.
UNIVERSITY OF THE CUMBERLANDS, Defendant.

          MEMORANDUM OPINION & ORDER

          Gregory F. Van Tatenhove United States District Judge.

         Dr. James Taylor was employed as President of the University of the Cumberlands for 35 years beginning in August of 1980. Following his retirement from that position, and after serving as Chancellor of the University for a short time, Dr. Taylor insisted on enforcement of a contract - which the parties now refer to as the “Disputed Agreement” - purportedly made between the University and Dr. and Mrs. Taylor. The University refused to fulfill the terms of the Disputed Agreement, which, among many other benefits, provided Dr. James Taylor and Mrs. Dinah Taylor with compensation for life following Dr. Taylor's retirement from the position of President. Subsequently, Dr. Taylor brought suit against the University alleging breach of contract, promissory estoppel, slander, intentional infliction of emotional distress, and seeking punitive damages and reformation. Nearly three months later, the Taylors amended their complaint to include allegations of unjust enrichment and violations of the Employee Retirement Income Security Act of 1974 (“ERISA”). In February 2017, the Court, addressing the University's 12(b)(6) Motion, dismissed the Taylors' unjust enrichment and ERISA claims. Presently before the Court is the Taylors' Motion for Partial Summary Judgment [R. 38], which, for the reasons set forth below, will be DENIED.

         I

         Given the present context, the factual summary that follows is taken from the record, with all facts and inferences drawn in the light most favorable to the University as the nonmoving party. See Logan v. Denny's, Inc., 259 F.3d 558, 566 (6th Cir. 2001) (citation omitted). Dr. James Taylor was employed as President of the University of the Cumberlands for 35 years beginning in August of 1980. [R. 16 at 2.] He served as President of the University during times of significant expansion and development, including the transition from Cumberland College to the University of the Cumberlands.

         The Taylors allege that, through a series of University Board of Trustees meetings beginning in October 2005, and continuing to October 2015, the University entered into and reaffirmed commitment to an agreement to provide Dr. James Taylor and Mrs. Dinah Taylor with compensation for life following Dr. Taylor's retirement from the position of President. [See Id. at 2-3.] According to the Taylors, the Disputed Agreement memorialized on April 19, 2012 [see R. 16-1] was first discussed generally at the University's Board of Trustees Meeting held October 21, 2005. [R. 16 at 2.] The Taylors contend that, during a closed executive session on April 19, 2012, the board unanimously adopted a resolution made by Trustee Bill Hacker and seconded by Trustee Dave Huff that would, among many other things, “continue Dr. Taylor and Ms. Dinah Taylor's salary and benefits following his retirement from the position of President, and to appoint him as Chancellor of the University immediately thereafter.” [Id.]

         The purported resolution explicitly states, “In the event Dr. Taylor predeceases his wife, such compensation and benefits shall go to Dinah Taylor, ” and that the University Bylaws and President's contract shall be amended “to include the establishment of the position of Chancellor and the salary and benefits for Dr. and Mrs. Taylor.” [Id.] The Disputed Agreement details the consideration for its terms by declaring “that the compensation and other benefits included in this agreement are not conditional upon Dr. Taylor remaining as The President of the University of the Cumberlands or accepting the position as Chancellor, ” and that the parties “agree that the compensation and benefits contained in this agreement is/are for the past decades of duties and/or work performed by Dr. and Mrs. Taylor all for the benefit of The University of the Cumberlands.” [R. 16-1 at 3-4.]

         According to the Taylors, the parties preliminarily agreed on some form of retirement package for Dr. and Mrs. Taylor in October 2005. [R. 16 at 2.] In doing so, the Board approved the creation of the position of Chancellor. [Id.] Dr. Taylor was to assume the position of Chancellor upon his retirement as President. [Id.] Jim Oaks, Chairman of the Board of Trustees, hired the law firm of Guenther, Jordan & Price, P.C. to prepare the necessary amendments to the Bylaws in order to create the Chancellor position. [R. 16 at 3.] The retirement package itself, however, was not further addressed by the Board until seven years later at its meeting held April 19, 2012. Although the Taylors contend the terms of the agreement were agreed upon in October 2005, it was not until the spring of 2012 that Dr. Taylor unilaterally approached attorney Steven J. Moore to draft the Disputed Agreement. [See R. 38-1 at 2.] The Disputed Agreement was signed by Dr. Taylor, [1] Jim Oaks as the then-Chairman of the Board of Trustees, and a notary public.[2] [See R. 16-1.] However, while Jim Oaks acknowledges his signature on the Disputed Agreement [See R. 46 at 15], he claims he never agreed to compensate Dr. and Mrs. Taylor for the rest of their lives without Dr. Taylor serving as Chancellor and continuing to fundraise for the University after his retirement as President. [See R. 46-2 at 30-35.]

         The Disputed Agreement calls for the University to provide to Dr. and Mrs. Taylor, after Dr. Taylor's retirement from the Presidency, a number of retirement benefits including health insurance benefits, Dr. Taylor's full salary, and a residence or apartment in Williamsburg, Kentucky. [R. 16 at 3.] These benefits were to be provided for the lives of Dr. and Mrs. Taylor. The complaint states that on October 15, 2014, the Board “unanimously reconfirmed the University's commitment to provide a benefit package for Dr. and Mrs. Taylor to include salary in effect on January 1, 2015, all previously approved insurance for Dr. and Mrs. Taylor, plus all other perks they were receiving at that time.” [Id.] On October 15, 2015, Dr. Taylor stepped down as President and entered the role of Chancellor, while Mrs. Taylor “continued to serve as ambassador for the University.” [Id.] The University contests the Taylors' description of Board actions at the Executive Session and challenges the validity and accuracy of the minutes that the Taylors reference in the complaint.

         After Dr. Taylor's retirement, the University attempted to reduce the amount of benefits owed to Dr. and Mrs. Taylor by offering Dr. Taylor a one-year renewable contract that provided for a salary significantly less than had been provided for in the Disputed Agreement. [Id. at 3-4.] The University warned Dr. Taylor that failure to accept this one-year renewable contract would result in the loss of all prior benefits including his “University owned apartment in Williamsburg, KY, the University owned vehicle he drives, and the cellular telephone he uses, all of which were benefits to him under the [Disputed Agreement].” [Id. at 4.] Despite the threat of losing all benefits, Dr. Taylor refused these offers and insisted on enforcement of the Disputed Agreement as purportedly negotiated by the parties. [Id.] Subsequently, the University informed Dr. and Mrs. Taylor that “their Agreement . . . will not be honored and their retirement benefits have been terminated.” [Id.]

         Dr. and Mrs. Taylor now move for summary judgment on their breach of contract claim based on Mr. Oaks's apparent authority to execute the Disputed Agreement. [R. 38.] The Taylors claim that (1) the University held Jim Oaks out as having the authority to execute contracts binding the University because Mr. Oaks was the then-Chairman of the Board of Trustees; (2) Dr. and Mrs. Taylor were reasonable in their belief that Mr. Oaks had the authority to sign contracts on behalf of the University, and, therefore, when he signed the Disputed Agreement he bound the University to the terms contained therein; and (3) the Taylors' beliefs regarding Mr. Oaks authority are traceable to the University's representations, especially those representations contained in the board meeting minutes. [See R. 38-1 at 5-7.]

         The University contests summary judgment on several points. First, the University argues that Dr. and Mrs. Taylor are not entitled to summary judgment because they have not satisfied the burden of showing an absence of a genuine dispute of material fact. [R. 46 at 19-20.] Second, the University asserts Jim Oaks lacked actual or apparent authority to execute the Disputed Agreement so as to bind the University. [Id. at 20.] Next, the University states the board meeting minutes cited by the Taylors in support of their motion for summary judgment do not support the motion. [Id. at 29.] The University then argues that the Disputed Agreement is void as a matter of law. [Id. at 31.] Lastly, the University contends that Dr. and Mrs. Taylor's motion for summary judgment is premature given four months of discovery remained at the time the motion was filed. [Id. at 38.] For all of these reasons, the University urges the Court to deny the Taylors' motion for summary judgment.

         II

         A

         Summary judgment is appropriate “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56. “A genuine dispute exists on a material fact, and thus summary judgment is improper, if the evidence shows ‘that a reasonable jury could return a verdict for the nonmoving party.'” Olinger v. Corporation of the President of the Church, 521 F.Supp.2d 577, 582 (E.D. Ky. 2007) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986)). Stated another way, “[t]he mere existence of a scintilla of evidence in support of the [nonmoving party's] position will be insufficient; there must be evidence on which the jury could reasonably find for the [non-movant].” Anderson, 477 U.S. at 252. The movant has the initial burden of demonstrating the basis for its motion and identifying those parts of the record that establish the absence of a genuine issue of material fact. Chao v. Hall Holding Co., Inc., 285 F.3d 415, 424 (6th Cir. 2002). The movant may satisfy its burden by showing “that there is an absence of evidence to support the non-moving party's case.” Celotex ...


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