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Taylor v. University of Cumberlands

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

September 7, 2018



          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 is now being referred to as the “Disputed Agreement” - purportedly made between the University and Dr. Taylor and his wife Dinah. The University refused to fulfill the terms of the Disputed Agreement, which, among many other benefits, provided Dr. and Mrs. Taylor with compensation for life following Dr. Taylor's retirement as 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.[1] Presently before the Court is the University's Motion for Summary Judgment [R. 70], which, for the reasons below, will be GRANTED in part and DENIED in part.


         The factual predicate of this case has been expounded upon in previous Orders of the Court and will be incorporated by reference into this Order. [See R. 21; R. 69.] However, the Court will provide the following relevant summation of the facts and, given the present context, will draw all facts and inferences in the light most favorable to the Taylors 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 before retiring from that role in October 2015. [R. 70 at 4.] At that time, according to the Taylors, Dr. Taylor assumed the role of Chancellor, a newly-created position at the University which was allegedly created for Dr. Taylor. [R. 81 at 4.] This transition followed a year in which Dr. Larry Cockrum served as Chief Executive Officer and President-Elect under Dr. Taylor before Dr. Cockrum assumed the role of President and Dr. Taylor assumed his Chancellor's position. [R. 70 at 5-6; R. 81 at 16.] “Dr. Taylor's employment with the University was terminated on or about April 6, 2016.” [R. 70-8 at 3.] Therefore, at least from October 2015 to April 2016, Dr. Taylor served in a non-presidential capacity at the University of the Cumberlands.

         From 2005 to 2015, according to the Taylors, the University's Board of Trustees, on several occasions, unanimously voted “to pay Dr. Taylor for his service as Chancellor the same salary and benefits as he was receiving when he stepped down as President.” [R. 81 at 4, 9.] These votes came in October 2005, April 2012, and October 2014. [R. 81 at 9.] In the first vote, which occurred in October 2005, the Board of Trustees convened in a closed Executive Session following its regularly scheduled meeting and voted unanimously,

To continue the annual compensation and applicable benefits for Dr. and Mrs. James H. Taylor, which are in effect on the date of his retirement as President of the University of the Cumberlands, until his death. In the event Dr. Taylor precedes his wife, Dinah Taylor, in death then such compensation and benefits shall go to Dinah Taylor.

[R. 81 at 11; R. 81-24.] Both Chairman Jim Oaks and Trustee Dave Huff have provided Affidavits confirming this vote. [R. 81-26; R. 81-27.]

         The second vote, in April 2012, also occurred in an Executive Session. [R. 81 at 14.] The Board Secretary's handwritten notes from the Executive Session stated, “Dr. Oaks comments on Dr. Taylors [sic] excellence. Pay Dr. Taylor retirement benefits read by Dr. Oaks. Motion by Scott Thompson to accept proposal. Seconded by Cookie Henson.” [Id.] From those notes, the official meeting minutes read,

Chair Oaks called for Executive Session. All non-Board members were dismissed. Dr. Oaks complimented Dr. Taylor's leadership of the University and read to the members a contract which Oaks recommends be approved by the Board members concerning Dr. Taylor's retirement benefits. Scott Thompson moved the contract be approved and Cookie Henson seconded the motion. All approved.

[Id.; R. 70-21 at 18.] Chairman Oaks and Secretary Lonnie Walden signed the official minutes. [R. 70-21 at 18.] It is at this meeting, the Disputed Agreement came into existence. [R. 81 at 15; R. 81-14.]

         There was a third vote. This occurred in Executive Session in October 2014. The Board of Trustees approved,

That the office of Chancellor be established and that Dr. James H. Taylor be and hereby is elected to that office. Dr. Taylor's duties as Chancellor shall commence upon the adjournment of the Board's October, 2015, Board meeting. The duties of the office of Chancellor shall be as assigned by the Board. The salary and benefits of the Chancellor shall be those in effect for Dr. Taylor on the date of the October, 2015, Board meeting.

[R. 81 at 16; R. 70-6 at 14-15.] The minutes from this meeting also indicate,

The Benefit Package for Dr. Taylor which includes the salary for Dr. Taylor that is in effect on January 1, 2015, and all previously approved insurance for Jim and Dinah Taylor, plus all other perks he now receives were presented to the Board. Motion was made by Dick Knock and seconded by Jon Westbrook to approve the Benefit Package for Dr. Taylor. All approved.

[R. 70-6 at 15.] Again, Chairman Oaks and Secretary Walden signed these minutes. [Id.] These minutes were approved at the Board's next meeting in April 2015. [R. 81 at 16; R. 81-5.]

         In the latter part of 2014, Jon Westbrook assumed the role of Chairman of the Board of Trustees and Dr. Cockrum began serving as Chief Executive Officer and President Elect. [R. 70-6 at 9.] In an August 2015 conference call of the Board's Executive Committee, Westbrook established a sub-committee “to study the University's duties and obligations with respect to the office of Chancellor.” [R. 81-2.] “[T]he scope of the committee's review include[d] the respective duties and obligations between the University and both Dr. and Mrs. Taylor following Dr. Taylor's transition from the Office of President.” [Id.] According to the minutes from the regularly scheduled Board meeting in October 2015, after which Dr. Taylor was to retire as President and assume his new role as Chancellor, there was no mention of Dr. Taylor serving in either position or his transition to Chancellor. [See R. 81-7.] Additionally, the minutes reflect no report from the sub-committee, although there was an Executive Session at which University's legal counsel ‚Äúdelivered a report to the Board at the ...

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