dissenting.
¶ 1 What this case presents is a question of whether the fate of Professor Murphy should be dictated by sound, if not a somewhat overly technical, analysis of law or whether a logical application of law should give way to what is arguably a more appealing and expedient public policy stance. I am of the view that a proper application of the law requires the vacation of the order granting summary judgment in favor of Duquesne University. Since the majority reaches the opposite conclusion, I dissent.
¶ 2 Despite the attempts of the University and the majority to guise this case as something it is not it is important to remember that the present case is a breach of contract ease, plain and simple. It is neither more than that, nor less than that. It is well established that a “contract” of employment is, generally speaking and absent terms to the contrary, terminable at will by either party. Henry v. Pittsburgh & Lake Erie Railroad Co., 139 Pa. 289, 21 A. 157 (1891), Geary v. U.S. Steel Corporation, 456 Pa. 171, 319 A.2d 174 (1974). However, the nature of this relationship can be changed by agreement of the parties. Id. Under the terms of Appellant’s “contract” with Duquesne University he was entitled to continued employment absent “serious misconduct” or “professional incompetence.” Professional incompetence has not been alleged, and therefore, is not at issue here, but Duquesne’s dismissal of Appellant equates to a conclusion, on the University’s part, that Appellant was guilty of “serious misconduct.” Appellant takes exception to this conclusion and, thus, has filed a breach of contract suit against the University.
¶ 3 Up to this point in the analysis the present case appears simply as a “routine” breach of contract action, no different than say a contractor’s failure to perform a job in a “workmanlike manner” or a driver failing to deliver a load on time. As such, questions of access to the courts and the role of the courts with respect to a claim of breach would seem just as routine. That is, of course, normally a litigant would be entitled to sue for the alleged breach of his employment contract and the issue of whether or not the contract was breached would be determined in routine judicial fashion.
¶ 4 The trial court and even the parties discuss the primary issue before us as a question of the proper standard of judicial review and whether or not Appellant is entitled to de novo review. However, the term de novo review implies that there has already been judicial review, and in the present case there has not been such review. In reality the question before us is to determine if there exists any reason that the present case should be treated differently than any other breach of contract action. The only reason that there appears to be an issue as to this question is that Appellant’s dismissal was not a quick, unilateral decision of one man but rather the product of a process as set forth in the Duquesne University Statutes. This process has a very judicial nature thereby creating a sense that the question of whether or not Appellant has committed “serious misconduct,” and thus, whether his termination was allowable under the terms of the contract, has already been “litigated.” Indeed, the process involved notice, evidentiary hearings with representation and an “appeal.” That Appellant *1238went through a termination process complete with notice, hearings, findings, a recommendation then decision, and finally an appeal, is undisputed. However, the exact significance or consequence of that process is not.
¶ 5 At this juncture it is important to focus on the precise wording of the contract to determine what Appellant was explicitly promised. Looking simply at the words used in the contract and Statutes, Appellant’s contract with the University unequivocally entitled him to continued employment until age 70 or retirement. Although his continuing employment could be forfeited for “serious misconduct,” there is no qualifying term to the forfeiture provision. For instance, the terms of the contract do not state that his tenure could be forfeited if it is determined via the process set forth in the Duquesne University Statutes that he has committed “serious misconduct,” or if the University President determines that there are grounds for termination of tenure. The provision merely states that tenure could be forfeited for “serious misconduct.” Had the forfeiture provision been qualified as set forth above then, arguably, Appellant’s contract would have been complied with when he was terminated upon the President’s conclusion that he had committed serious misconduct because that is what was promised him. However, the contract is not so worded.
¶ 6 The trial court, the University and the majority appear to be caught up in the mystique of the process set forth in the Duquesne University Statutes for rendering a termination decision. However, and quite notably, nowhere in the statutes, or other material that have been deemed part of the parties’ contract (through incorporation by reference), is the significance of this process spelled out. Just as importantly, nowhere is it stated that the process spelled out in the University Statutes represents a legally binding determination upon Appellant or is, otherwise, a substitute for traditional legal process and judicial review. As indicated above, Appellant’s continued employment was not explicitly tied to the absence of a finding by the President that he committed serious misconduct. Rather, the contract entitled him to continued employment absent engaging in serious misconduct, period. Thus, it would not seem that the University’s decision that Appellant committed “serious misconduct,” whether by elaborate due process or snap/impulsive decision, has any binding legal significance.
¶ 7 That Duquesne University is, ostensibly, not terminating its professors capriciously, but only after an elaborate process that purports to evaluate just cause, is admirable. Yet there is no reason, within the wording of the documents in question, to ascribe it a higher authority or other consequence than if Appellant had been terminated without any process whatsoever. In the absence of such a reason the process must be construed to be a self-imposed process defining how and when it will take the uncommon action of terminating a professor’s tenure.4 To be sure, such *1239a process might serve a great function and even be considered a necessity, within the realm of academia, to attract top professorial talent. Nevertheless, absent other terms in the contract or applicable legal theories, there is no reason to regard the process Appellant went through to be a binding and non-litigable decision with respect to rights under the contract but rather the action of one party vis-a-vis the contract under a perceived authority conferred by the contract.
¶ 8 The analysis I offer above is supported by our Supreme Court’s decision in Rudolph v. Pennsylvania Blue Shield, 553 Pa. 9, 717 A.2d 508 (1998). In Rudolph the Court considered the proper judicial review of a medical review committee’s determination that treatment provided by one of its member doctors to his patients was not medically necessary. In that case Blue Shield had denied several submissions by Rudolph. Pursuant to the Pennsylvania Health Services Plan Corporations Act, 40 Pa.C.S.A. § 6301 et seq., and the terms of the contract between Blue Shield and Rudolph, the doctor submitted his claim to a medical review committee appointed by Blue Shield.5 The Committee denied the claims and also found that Rudolph had been overpaid $26,005 and ordered the sum repaid. Rudolph then filed a suit in Common Pleas Court.
¶ 9 The Court of Common Pleas ordered the case to be heard by a panel of physician arbitrators, which disagreed with the committee. The arbitrators concluded that Blue Shield must return the $26,005 and also that Rudolph was entitled to another $75,000 for medical services provided. The trial court confirmed the award and Blue Shield appealed to this court arguing that the trial court lacked jurisdiction to review the decision of the medical review committee. This court agreed with Blue Shield holding that the decision of the review committee is not subject to a de novo review. In reaching our decision the panel of this court focused on the terms of the Act that all disputes shall be “determined only by health service doctors.” They also considered the language in Blue Shield’s Bylaws that “all matters, disputes or controversies.. .shall be considered, acted upon, disposed of and determined by...one of two review committees” to mean that the decision of the committee is not subject to review because those phrases contemplate “finality in the committee’s decision.”
¶ 10 Despite the seemingly logical appeal of this court’s rationale, the Supreme Court reversed. The Court concluded that although it was clear that the purpose of the regulatory act was to put medical claim review decisions in the hands of physician experts it was less clear “whether this forum of experts [was] intended to be the only forum.” The Court noted that neither the Act nor the contract terms indicated that “the medical review committee is the sole and exclusive forum.” The Court then concluded that regardless of the exclusivity of the forum the legislature would not have intended an inherently unfair forum.
*1240¶ 11 Although the Supreme Court did not rely solely on contract interpretation in Rudolph the Court clearly expressed reluctance to construe the contractual terms as elevating the medical committee review process to exclusive forum status unless explicitly provided in the contract/statute. This reluctance was expressed despite the fact that there was language that was clearly more supportive of that interpretation than that presented here. In Rudolph the contractual terms stated that all disputes would be acted upon, disposed of and determined by the review committee. Further the doctor expressly agreed to accept compensation for services “as provided for in the Blue Shield Regulatory Act... and the Bylaws...” which suggests that the doctor is entitled to compensation for only those services that the committee approves. This would be tantamount to the Appellant agreeing to continued employment unless the UC6F or the President concludes that he has committed serious misconduct which, of course, I have already demonstrated the contract does not so provide. Thus, in light of the Supreme Court’s reluctance to construe that review process as an exclusive binding forum,. I believe the same result is compelled here, particularly given that the contract language here is of greater ambiguity than that found in Rudolph and less supportive of finding exclusiveness of forum.
1Í12 While I would admit the analysis above is perhaps extremely “technical” and esoteric, it is merely an analytical legal analysis of the language the parties actually used. Ostensibly, no person or no thing prevented Duquesne from including language in the contract to indicate that the review process was to be a substitute for legal resolution of grounds for termination or a binding alternative to the judicial process. It could conceivably be argued that this is implied in the contract, but given the Rudolph holding, and since we are dealing with an institution of higher education and a law professor, there is no sound reason to read into the contract terms not actually set forth.
¶ 13 Despite the academic soundness of the above analysis the majority chooses to eschew it for the facial appeal of a policy statement/argument. The majority readily accepts the University’s argument that there is a “clear sentiment reflected in our caselaw favoring limited judicial review of college or university determinations,” Majority Op. at p. 1233, as if that simple statement should negate the legal analysis above and negate Appellant’s contractual rights as well. This begs the question, where is the legal authority for depriving an individual of the supposed benefit of his bargain? Can a simple policy sentiment deprive an individual of his contractual rights? Would this not be tantamount to a deprivation of property without due process?
¶ 14 The majority and the University assert that its position is supported by our Supreme Court’s decision in Baker v. Lafayette College, 516 Pa. 291, 532 A.2d 399 (1987). There, the Supreme Court stated that they had “no jurisdiction to review the factual determinations of a College’s governing body unless it can be demonstrated that the body violated its own procedures.” Duquesne, and now the majority, contends that this statement represents a “policy” of limited review of a University’s decisions. However, the Baker case is wholly inappo-site to the present one and does not support the contention of either Duquesne or the majority.
¶ 15 Baker involved a professor who had completed his initial two-year employment contract with the College but who was not renewed. Unlike Appellant here, Professor Baker had no contractual expectation of continued employment beyond the initial two-year term.6 Thus, unless Professor Baker could demonstrate some other contractual basis for an expectation of continued employment he was in no greater posi*1241tion than the traditional at-will employee. The Handbook did allow for a review procedure that was complied with but nothing in the opinion indicates that Baker was promised reappointment unless disqualifying factors existed. As such, compliance with the review process was all that was mandated by a literal reading of the contract and Faculty Handbook. Thus, there was not even a prima facie “breach” of the contract unless, as termed by the Supreme Court, the “body violated its own procedures.”
¶ 16 The key to understanding the Baker case is recognizing that Professor Baker had no right, either statutorily or contractually, to continued employment. The Supreme Court’s opinion never states the contrary. The Court never states that he had either an explicit, or implicit, right to continued employment if his performance met a certain qualitative standard. Since Baker had no right to continued employment it was essentially impossible for any court to find a breach of contract when the College failed to renew Baker’s appointment, regardless of the reason for the decision, including the Pennsylvania Supreme Court on appeal.7
¶ 17 Baker, perhaps grasping at straws in the face of a legally weak if not completely untenable case, also contended that the college failed to evaluate his performance in “good faith,” which, in reality, was wholly irrelevant to the question of his reappointment unless he had a contractual right to reappointment upon some qualitative finding such as “good” or “adequate” performance. Moreover, Baker did not establish that he even had a contractual right to a “good faith” evaluation, although arguably, “good faith” might be deemed an implied condition to the contract. Nevertheless, Baker’s tangential argument set up the circumstances for the language the majority essentially hangs its entire argument on.
¶ 18 The commentary the Majority latches onto to support its entire thesis was offered in the context of Baker’s claim that the College failed to evaluate his performance in “good faith.” The Court disagreed and stated “we would be hard pressed to conclude that the College acted in bad faith when it followed the required review procedures.” Baker, 582 A.2d at 408. The Court then added, in the very last sentence of its opinion, that it had “no jurisdiction to review the factual determinations of a college’s governing body unless it can be clearly demonstrated that that body violated its own procedures.” This is precisely true but must be read in context of the court’s opinion and the facts of the case. Unless Baker had a right to continued employment/reappointment, the College’s choice not to reappoint Baker represented no breach of contract that would allow the court to interfere. Further, Baker presented no other legal theory to allow the court to intervene in what, in the absence of a right to intervene, was a matter of internal operation and discretion. Arguably, all that was promised Baker was a “good faith” review of his performance, and, unless it was shown that the college violated its own procedures, or otherwise acted in bad faith, the contractual promise to perform a good faith review was complied with. Thus, in essence, the Court was without jurisdiction to review the College’s factual findings or its decision, as it was essentially an internal matter of its own discretion.8
¶ 19 The Majority’s assertion regarding a clear sentiment favoring limited judicial review of college or university determina*1242tions may be true to the extent there is an option, but not necessarily so where a party alleges a clear cause of action, whether it be for breach of contract or a different legal theory.9 Further, this is nothing more than a general assertion applicable to any class of organization or entity. Absent legal ground, the court has no authority, nor any desire, to intervene in the decisions of a family unit, a private business, or a social club or organization. For instance, absent the context of custody litigation or allegations of child abuse, the courts have no jurisdiction to second-guess a parent’s choice of how he/she raises or disciplines a child. Similarly, absent a claim of unlawful discrimination, the courts cannot second-guess a social club’s choice to admit or deny admission to a prospective member or to terminate a member’s membership. And absent a contractual right to employment, or other recognized legal right, the courts do not, and cannot, question a business entity’s decision with respect to retaining or discharging an employee. Of course, that circumstance changes when someone has a contract for continued employment or employment for a designated period of time.
¶ 20 The cases cited by the majority do not really vary from the above position. Schulman v. Franklin & Marshall College, 371 Pa.Super. 345, 538 A.2d 49 (1988) (en banc), while containing the flowery language quoted by the majority, was an appeal from the denial of a preliminary injunction and involved a student’s suspension from the college. Nowhere does the Court indicate that Schulman’s claim of a breach of contract, generally a cognizable matter, was “non-reviewable” simply because it involved a college, or because the college had conducted an internal review. Moreover, the Court does not even delineate whether Schulman alleged a breach of contract other than a claim of a failure to follow the procedure set forth in the student handbook, which, of course, is essentially the same claim raised in Baker. All such an allegation would require of the Court was a “limited review” of whether or not the University complied with the process delineated in the handbook. It would not require a scrutiny of the ultimate result of the process.
¶ 21 Similarly, Psi Upsilon of Philadelphia v. University of Pennsylvania, 404 Pa.Super. 604, 591 A.2d 755 (1991), considered a request for injunctive relief which had been denied. Like Schulman, the fraternity argued that they did not receive adequate notice and/or due process. The panel never concluded that an otherwise cognizable breach of contract claim should not be considered because one party of the alleged breach was a college or university.
¶ 22 Nor, upon closer scrutiny, does Sola v. Lafayette College, 804 F.2d 40 (3rd Cir.1986), invalidate our analysis above. In fact, in my opinion, it supports it. Yes, it is true that while considering a case derived from Lafayette’s failure to award tenure to Sola the Third Circuit did note its “reluctance to interfere with the internal operations of academic institutions absent direction from the legislature.” Id., 804 F.2d at 42-43. However, ultimately the court, in fact, decided that the case required a remand to consider a breach of contract claim. The claim remanded for consideration was Sola’s claim that the College Handbook created a contractual obligation on the part of the college to consider her gender as a positive factor, but that the college did not. At the same time the court did find one of Sola’s challenge’s without merit, the same claim seen in the cases discussed above, namely an assertion that the procedures set forth in the handbook were not followed.
¶ 23 The majority’s position that Appellant’s breach of contract claim should not be cognizable due to a policy favoring “limited judicial review” of what the Sola court called “internal university decisions” fails to comprehend that due to the contract between Appellant and the Universi*1243ty, the University’s decision to terminate Appellant is no longer an “internal decision” of the University, but rather, a legal matter. Indeed, it is not apparent that the majority understands the essence of Professor Murphy’s argument. Appellant is not asking the Court of Common Pleas to “review the factual determinations of [Duquesne’s] governing body.” Rather, he is asserting that Duquesne’s factual determinations are immaterial to the question of whether or not Duquesne breached its contract with him when it terminated his employment. Since, as stated above, Appellant’s employment was not explicitly tied to the President’s determination of grounds for discharge, and since Appellant and Duquesne did not explicitly agree to elevate the review process to a binding alternative dispute resolution process, Du-quesne’s decision merely represents its own interpretation/conclusion of its rights under the contract, just like the painter’s decision that his employee’s painting is substandard.
¶ 24 Based upon the above I believe the court erred in applying a limited judicial review. Further, when reviewed under the typical standard for granting summary judgment I would conclude that the court erred in granting the University’s motion. It is well established that summary judgment should be granted only if a review of the record, viewed in a light most favorable to the non-moving party, reveals that there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law. Chrysler Credit Corp. v. Smith, 434 Pa.Super. 429, 648 A.2d 1098 (1994). Appellant was entitled to continued employment unless he committed “serious misconduct.” Notably “serious misconduct” is not defined in the contract or Statutes. Further, “serious misconduct” is a term of art which normally would be required to be submitted to a jury.10 Thus, in order to prevail at summary judgment the evidence, viewed in a light favorable to Appellant as the non-moving party, must have been so overwhelming that no reasonable jury could conclude other than that the conduct in question rose to the level of serious misconduct. See, Washington v. Baxter, 553 Pa. 434, 719 A.2d 733 (1998). Against this standard there clearly existed questions of material fact for resolution at trial.
¶25 Appellant did admit to providing improper assistance to the student at the •heart of his firing by rewriting her case brief, but the UGCF found that that brief comprised only 5% of the student’s grade. Thus, the impact of this “misconduct” could be thought of as negligible. Further, the UGCF found that there was no evidence that Appellant conspired to deceive the Professor whose class the brief was prepared for. Even absent the above mitigating factors we are not willing to assert that, as a matter of law, such conduct is “serious misconduct” justifying the forfeiture of tenure.
¶ 26 Appellant further admitted to a sexual relationship with the student. However, Appellant testified that the relationship and contact was consensual. Further, the University had no policy prohibiting such a relationship at the time. As for Appellant’s other efforts to develop relationships with students, again there was no policy prohibiting such relationships at the time in question and, although the students testified that Appellant’s attention made them feel uncomfortable, it is far from uncontested that Appellant intended that result or was even aware that his approaches were having that effect. Consequently, we cannot say that the evidence was so one-sided that the only conclusion which could reasonably be reached is that Appellant committed “serious misconduct” justifying the termination of his tenure. Thus, the granting of summary judgment was in error and should be vacated.
¶ 27 The majority further concludes that the court did not err in concluding that the decision of the Federal District Court has the effect of collaterally estopping Appel*1244lant’s “procedural breach of contract claims.” I disagree. Although it is not immediately clear precisely what Appellant’s “procedural breach of contract claims” are, I cannot conclude that the District Court’s decision collaterally es-topped any breach of contract claims.
¶ 28 The argument for collateral estop-pel traces to a statement in the District Court’s opinion in support of its order granting summary judgment in the University’s favor. The statement is: “the process employed in seeking out the truth concerning the charges was in accordance with established contractual provisions and University policy and procedure, which roughly comported with due process of law;...” The trial court concluded that this statement bars Appellant from asserting that there was a breach of the procedural provisions of the Statutes. I cannot agree.
¶ 29 Issue preclusion can result where there has been a prior adjudication if: the issue sought to be precluded is identical to the one previously litigated, there was a final judgment on the merits, the party who preclusion is sought against was a party to the prior action, the party had a full and fair opportunity to litigate the matter and the issue sought to be precluded was essential to the judgment in the prior action. Atiyeh v. Bear, 456 Pa.Super. 548, 690 A.2d 1245 (1997), alloc. denied, 548 Pa. 653, 698 A.2d 63. A closer review of the District Court’s decision indicates that the above factors are not present and, therefore, collateral estoppel should not follow as to the matter contemplated here.
¶ 30 First, the District Court’s assessment that “the process employed was in accordance with the established contractual provisions” was made in the context of several general assertions supporting the conclusion reached in that litigation. There is no indication that the issue of whether or not the procedure afforded Appellant was in complete conformity with the Statutes was explored in any significant manner. Thus, it cannot be said that Appellant was afforded a full and fair opportunity to litigate whether or not the process extended him was that which is promised in the Statutes.
¶ 31 Second, the litigation in Federal Court was for age discrimination. Generally speaking, in order to prevail in that venue it was incumbent upon Appellant to demonstrate that Duquesne’s true motivation in terminating his employment was his age and not the reason actually proffered. The conclusion of importance in the Federal age discrimination litigation in no way required a full scrutiny of the procedural provisions of the contract. A review of the District Court’s opinion reveals that the central issue upon which their decision turned was whether Appellant had presented evidence from which a fact-finder could reasonably disbelieve that the proffered reason for termination was not the actual reason termination ensued.11 In this case, committing “serious misconduct.” The District Court merely summarized all the factors that supported the premise that the University’s actual motivation for terminating Appellant was its belief that he had engaged in “serious misconduct.” One such factor was the University’s following of the procedures set forth in the Statutes. Since it was not necessary for the District Court to fully scrutinize the process afforded Appellant to render its decision the issue was not essential to the judgment rendered in Federal Court and issue preclusion cannot result therefrom. Consequently, it was error to find issue preclusion under the facts presented here.
¶ 32 In short, and based upon the above analysis, I believe the trial court erred in applying a limited judicial review under the language of the contract. I further believe that summary judgment should not *1245have been granted under the traditional standard and, lastly I believe the court erred in finding collateral estoppel. Consequently, I dissent.
. Although not argued in this fashion the description of the process by the University, in its brief, captures the theory precisely. The University states "under the express terms of the controlling contract, [John E. Murray], was given the authority to review the evidence regarding Plaintiff's conduct and decide whether it satisfied the University's standard for termination of tenured employment." Appellee’s Brief, p. 18-19. It is true that the Statutes delegate the final decision to terminate a faculty member to President Murray. However, since the forfeiture provision is not explicitly tied to the President’s decision, the . President’s determination that the University’s standards for termination were met is not the same as answering whether or not the terms of the contract have been met., Rather, it is the determination of one of the parties how it will act under perceived authority of the contract between the parties.
The University argues at great length that the decision of whether the University had grounds to terminate Appellant is reserved for the President. However, the University neglects to consider that as it is a University it is not a person and that that decision, by necessity, must be delegated to someone or some group of persons. Under the Duquesne University Statutes the process for making that decision is well defined. However, considering only the wording of the provisions the *1239proposition that the Statutes spells out the process for purposes of the University’s self-governance is just as palatable as the proposition that it is meant to be a binding and non-litigable dispute resolution procedure.
. The Act provided that all disputes "relating to the professional health services rendered by health service doctors... shall be considered and determined only by health service doctors as selected in a manner prescribed in the bylaws of the professional health service corporation.” Blue Shield’s bylaws provided “all matters, disputes or controversies arising out of the relationship between the Corporation and doctors of medicine... shall be considered, acted upon, disposed of and determined by the appropriate one of two Review Committees....” The contract further provides “I [the undersigned doctor] will perform services for Blue Shield concerning such services and accept compensation therefore[sic], as provided for in the Blue Shield Regulatory Act, as heretofore or hereafter reenacted or amended, and the Bylaws...." In short, as the Supreme Court stated, "the doctor agrees to abide by the regulatory act and the bylaws of Blue Shield in making claims for services.” Id.., 717 A.2d at 510.
. In Baker, 532 A.2d at 401, the Supreme Court's opinion indicates that “[Baker] admitted that the contract gave him no assurances for renewal of his appointment. Consequently, the court held that the College did not breach the Appellant's contract.”
. This analysis is true based upon the literal language of the contract and holds up absent the finding of a condition implied by the terms of the contract.
. Of course, the Court would similarly be without jurisdiction to review the decision of a painting contractor to fire one of its painters because it did not like the way he painted, or the decision of an executive to fire a secretary due to dissatisfaction with the way the secretary was performing her tasks, because, like Lafayette’s decision not to reappoint Baker, it was a matter of their own discretion. See previous discussion re: at-will employment.
. Would the majority accept the University’s conclusion that it was not negligent as dispos-itive of a tort action filed by a student or visitor suffering injury on campus?
. See, Baxter, infra.
. To quote the District Court, "our job is to determine whether the record taken as a whole could lead a rational trier of fact to find that the proffered reasons were not the real reasons for discharge” (i.e., that they were pretextual, thereby permitting the jury to infer that the real reason was age based discrimination).