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 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. 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
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)
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.
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.]
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.]
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.]
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
“delivered a report to the Board at the ...