United States District Court, E.D. Kentucky, Southern Division, London
DR. JAMES TAYLOR and MRS. DINAH TAYLOR, Plaintiffs,
UNIVERSITY OF THE CUMBERLANDS, Defendant.
MEMORANDUM OPINION & ORDER
Gregory F. Van Tatenhove United States District Judge.
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
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
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.]
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.]
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,  Jim Oaks as the
then-Chairman of the Board of Trustees, and a notary
public. [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.]
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.
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.]
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.]
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.
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 ...