dissenting.
I respectfully dissent to the majority’s conclusion that the Code did not authorize Board I to enter into the Addendum, and that the Addendum and the ACP are not binding on Board II. It is my belief that although Board I, which was a lame duck school board, acted in ways which were clearly contrary to the wishes of the incoming school board, Board II has not shown that Board I’s actions were invalid, nor has it met its burden to show there are no existing issues of material fact sufficient to sustain the trial court’s grant of the Board’s motion for summary judgment.
The majority first argues that because Board I did not comply with the requirements of Section 508 of the Code, 24 P.S. § 5-508, the Addendum was not valid. That section requires an affirmative vote of a ma*1125jority of the board members, duly recorded, showing how each member voted. The majority states that because it was conceded that no formal vote was taken or recorded, the Addendum approved by the majority of Board I is invalid. The majority further distinguishes Mullen v. DuBois Area School District, 436 Pa. 211, 259 A.2d 877 (1969), in which it was held that Section 508 of the Code is directory only, and that a formal vote recorded in the minutes is not mandatory, provided “that the proof from which Board approval is inferred must be solid.” Mullen, 436 Pa. at 216, 259 A.2d at 880.
The majority writes, “the present case is distinguishable from Mullen because here the issue involves Board I's failure to vote on the Addendum at a public meeting, not a mere technical error in recording Board I’s votes. Board I’s failure to publicly vote on the Addendum is too serious of an omission to excuse under the holding in Mullen.” (Majority Op. at 1122.) However, it is precisely the failure to formally vote that is excused in the Mullen holding. There is no evidence in the Mullen opinion that any vote was taken; rather, the Supreme Court upheld the validity of the employment contract, despite the fact that only two of the board members signed the contract, on the basis that “it was quite clear that the Board did approve the appointment and accepted it.” Id. at 215, 259 A.2d at 879.
The Mullen Court explained its rationale for excusing the board’s failure to hold a formal meeting and vote, provided there was solid proof of board approval, by noting the purpose of Section 508 of the Code.
This statute is a valuable one, intended to compel the expression of each individual member of the school board on a subject all-important in the public education, and this for the very purpose of preventing jobbery, and the exercise of one man power, in the conduct of our common schools....
Id. at 216, 259 A.2d at 880. (Emphasis added.)
Here, the proof that there was majority approval of the Addendum, and that it was not simply the exercise of “one man power” is very solid, much more solid than the proof discussed in the Mullen opinion. Preston introduced into evidence affidavits of eight members of Board I, which confirmed that all eight approved the Addendum in conference. Therefore, because of this solid proof, the Addendum was valid under Section 508 of the Code, and the majority’s attempt to distinguish Mullen is not persuasive.
The trial court accepted the sufficiency of the proof of the majority’s approval of the Addendum, but it stated that even if the majority of the Board then in office did approve the Addendum, as asserted in the affidavits, it would decline to enforce it, because a public meeting is required by 24 P.S. § 10-1075. However, 24 P.S. § 10-1075, on its face, applies when a new district superintendent is “elected” at a “convention.” The “election” of a new superintendent, is by majority vote of the school board directors, 24 P.S. § 10-1071,1 at a “convention” which must occur in the last year of the term of the district superintendent, 24 P.S. § 10-1073.2 Here, there was clearly no “election” of a new superintendent, and Preston’s term was not due to expire until June, 1993. Therefore, the Board was not required to convene a public meeting in order to approve the 1991 Addendum.
Moreover, there are clearly issues of material fact concerning whether there was a violation of the Sunshine Act. The affidavit of the Board’s solicitor stated that the Addendum was an effort to reinstate Preston’s benefits because, as Superintendent, he was not technically within the group of mandated beneficiaries under the ACP, which had been previously adopted at a public meeting of the Board. The Board argues that there were procedural irregularities in regards to the adoption of the ACP, because it was not preceded by a “meet and discuss” session, but, again, this is a disputed question of fact, and the Board as the moving party has the burden of proving the nonexistence of any genuine issue of fact. Thompson Coal Co. v. *1126Pike Coal Co., 488 Pa. 198, 412 A.2d 466 (1979). Because it failed to meet this burden, summary judgment was improper.
The majority holds that Board I did not have the power to bind Board II by the Addendum or the provisions of the 1991 ACP because, despite its recognition that Section 1073 of the Code, 24 P.S. § 20-2073, gives a school board the power to appoint a superintendent to serve a term of from three to five years, and that Preston’s 1989 contract was certainly binding on Board II, the Addendum and ACP, attempted to give Preston a new contract contrary to the terms of the 1989 agreement. The majority’s evidence that this was a new contract is that while the 1989 contract permitted Preston’s salary to be adjusted on an annual basis, Board I violated that contract by giving Preston two increases within a 15 day period.
However, the majority’s own factual discussion belies this statement. The majority states that on October 14, 1991, the Saueon Valley School Board adopted an ACP which established a salary for Preston of $72,580.00 for 1991, as well as his fringe benefits, and then fifteen days after the ACP was adopted, Board I and Preston entered into an agreement, the Addendum, which provided for an increase in salary to $78,386.00 to take effect on January 1, 1992. (Majority Op. at 1121.) These increases were annual adjustments for consecutive years, and not two increases within a 15 day period. Moreover, the majority states that the Addendum attempted to set Preston’s salary retroactively for the years 1990 and 1991 as well. (Majority Op. at 1121, n. 3.) Although in my reading of the Addendum this appears to be merely a restatement of the annual salary received by Preston in those years, there remains a genuine issue of material fact whether Preston had been receiving the amounts stated in 1990 and 1991, or whether the Addendum attempted to set Preston’s salary retroactively to 1990.
Moreover, whether it was the intention of the parties to the 1989 contract to extend the benefits of each, successive ACP to Preston, thus incorporating their terms by reference, also implicates questions of fact, which would preclude the grant of summary judgment. Preston argues that by the terms of his 1989 contract, he was entitled to all the rights and benefits of the 1991 ACP because his 1989 contract states that the Superintendent shall be entitled to all rights and benefits incorporated in the ACP “currently in effect.” He claims that if the parties had intended the term “currently in effect,” to refer to the ACP that was in effect in 1989, it would have so specified. Failing such language, Preston claims that the most reasonable interpretation is that he is entitled to the rights and benefits of each ACP as adopted and then “currently in effect.” At the minimum, Preston argues that this language is ambiguous, and consequently parole evidence regarding the parties’ intentions should have been admitted. Moreover, Preston claims that he was entitled to present evidence of the history of the relationship between the parties, i.e. the course-of-performance of the contract, in order to show that he had received the benefits of each, successive ACP.
The Board, in contrast, argues that the language of paragraph 6 is clear and unequivocal, and if it were the intent of the parties to extend the rights and benefits of future ACP’s to Preston, and not just the current ACP that was in effect at the time of the 1989 contract, it could have included a provision which stated that Preston was entitled to the rights and benefits of any and all subsequent ACPs. Thus, according to the Board, there is no ambiguity in the 1989 contract, and Preston is not entitled to offer evidence extrinsic to the contract language.
The intention of the parties is the paramount consideration in contract interpretation. This intention may be ascertained from the document itself when the terms are clear and unambiguous. Hutchison v. Sunbeam Coal Corp., 513 Pa. 192, 519 A.2d 385 (1986). A contract is ambiguous if it is reasonably susceptible of different constructions and capable of being understood in more than one sense. Commonwealth State Highway and Bridge Authority v. E.J. Albrecht Co., 59 Pa.Cmwlth. 246, 430 A.2d 328 (1981). “Where an ambiguity exists, parole evidence is admissible to explain or clarify or resolve the ambiguity, irrespective of whether the ambiguity is created by the language of the *1127instrument or by extrinsic or collateral circumstances.” In re Estate of Herr, 400 Pa. 90, 94, 161 A.2d 82, 84 (1960). Thus, if a contract is not patently ambiguous, an ambiguity may be revealed by extrinsic evidence, if that extrinsic evidence is not barred by the parole evidence rule, and once this ambiguity is revealed, parole evidence regarding the intent of the parties is admissible. Langer v. Monarch Life Insurance Co., 879 F.2d 75 (3rd Cir.1989) (construing Pennsylvania contract law).
Moreover, course-of-performance evidence is not barred by the parole evidence rule because under our case law, post-agreement conduct is always relevant in interpreting a writing. Pennsylvania Engineering Corp. v. McGraw-Edison Co., 500 Pa. 605, 459 A.2d 329 (1983). As a result, if course-of-performance evidence reveals an ambiguity in a contract, then parole evidence is admissible to establish the intention of the parties to the contract.
The determination of whether a contract provision is ambiguous is a question of law resolved by the court, while resolution of conflicting parole evidence, as to what was intended by the parties relevant to the ambiguous provision, is for the trier of fact. Hutchison. Here, each of the parties’ interpretations of this language is reasonable and logical, thus showing that it is susceptible of different constructions and capable of being understood in more than one sense. Moreover, both parties are able to propose alternative and more specific language which would render the term “currently in effect” unambiguously consistent with them respective understandings of the meaning of this term. Therefore, parole evidence regarding the intent of the parties relevant to this provision should have been admitted into evidence, and summary judgment was improper because the meaning of the term should have been resolved by a trier of fact.
Furthermore, even if the 1989 contract were not ambiguous, the trial court erred in failing to admit evidence offered by Preston showing that he had benefitted from successive ACP’s. This evidence of the course-of-performance of the contract is admissible, whether or not there is any patent ambiguity in the language of the 1989 contract. At the same time, if Preston’s allegations regarding the parties’ post-agreement conduct are proved to be correct, a latent ambiguity in the meaning of this contract provision becomes apparent, and parole evidence must be admitted for the purpose of proving whether it was the intention of the parties to the 1989 contract to extend benefits to Appellant from each, successive ACP “currently in effect.”
Summary judgment is granted only in the clearest of cases, where the right is clear and free from doubt. The moving party has the burden of proving the nonexistence of any genuine issue of fact. All doubts as to the existence of a genuine issue of material fact must be resolved against the moving party, and the record must be viewed in the light most favorable to the non-moving party. Pa. R.C.P. No. 1035. Thompson Coal Company. Thus, because both parole evidence regarding the parties’ intentions, and evidence of the parties’ performance of the contract was not admitted, summary judgment was improper.
While it is true that the Code only allows a school board to adopt an administrators compensation plan fixing the salaries of its “school administrators” below the rank of superintendent, if the trier of fact were to conclude, after hearing all the parole evidence and all evidence regarding post-1989 performance of the contract that the parties intended to extend the benefits of each, successive ACP to Preston, then it may be found that it was the intention of the parties to incorporate the salary and benefits of the 1991 ACP by reference. Such an attempt to incorporate by reference was upheld in Marcinak v. Southeastern Greene School District, 375 Pa.Superior Ct. 486, 544 A.2d 1025 (1988), where it was determined that a professional employee’s collective bargaining agreement could be incorporated by reference in the superintendent’s contract of employment, despite the fact that the superintendent was not included, and could not be included in the teachers’ collective bargaining agreement.
In the present controversy, I believe that Preston has introduced sufficient evidence that questions of fact exist regarding the *1128course of performance and the intentions of the parties to the 1989 contract, as to whether the parties intended to make each successive ACP applicable to Preston. Moreover, there exist questions of fact regarding Preston’s employment and salary history whose resolution would determine whether Board I violated the terms of the 1989 contract by approving the Addendum and the ACP and writing a new contract which is not binding on Board II, or whether these documents were in line with the terms of the 1989 contract, which the majority concedes binds the successor Board. Moreover, I would find under the Supreme Court’s holding in Mullen that the Addendum was valid under Section 508 of the Code. Therefore, I would reverse the grant of summary judgment and remand for trial.
. Section 1071 of the Public School Code of 1949.
. Section 1073 of the Public School Code of 1949.