Kilmer v. Dillingham City School District

OPINION

EASTAUGH, Justice.

I. INTRODUCTION

Henry Kilmer, former superintendent and principal of the Dillingham City School District (District), appeals a superior court decision upholding the decision of the Dillingham City School Board (Board) to terminate his employment for good cause.

The superior court held that Kilmer’s lawsuit was properly an administrative appeal and that the appeal could proceed although it was filed more than thirty days after the Board decided to terminate his employment. Having converted his claim to an administrative appeal, the court held that Kilmer had no right to a jury trial. Kilmer appeals both the court’s decision finding the Board had *759good cause and its decision converting his case to an appeal. The District appeals the court’s decision to waive the time limit for filing an administrative appeal. We affirm.

II. FACTS AND PROCEEDINGS

Kilmer began work as assistant superintendent for the Dillingham City School District in 1982 and became superintendent in 1984. In 1987 Kilmer and the District extended his contract for two years. The contract provided that “[e]ither party may terminate this contract for good cause. With regard to terminating the Superintendent, good cause shall include, but not be limited to, the grounds set forth in [AS] 14.20.170.”1 The parties later agreed that under the contract “good cause” would include the statutory causes or “offenses similar to those enumerated in the statute.” The agreement also provided that Kilmer “waive[d] any rights as set forth in [AS] 14.20.095 through [AS] 14.20.210, inclusive thereof,”2 and waived any right to the District’s grievance procedures. The contract also stated that “[n]evertheless, the Superintendent shall have the right to address the Board concerning any aspect of the Superintendent’s contract or concerning possible termination of the contract.”

On January 4, 1988, the parties renewed Kilmer’s contract for three years. Kilmer drafted an addendum (Addendum One) that purported to memorialize the parties’ agreement. Addendum One was approved by Board President H. Sally Smith and School Board Clerk Joyce Armstrong and was included in minutes later approved by the Board. It provided:

The following changes were approved at the January 4, 1988 Regular School Board Meeting:
1) Renew Superintendent’s Contract for 3 years.
2) No salary determination at this time.
3) The use or reimbursement of all unused leave days at any time.

Pursuant to Addendum One, Kilmer cashed in $19,200 in unused leave during the 1988 fiscal year and another $5,100 in unused leave in June 1989.

Near the end of the 1987-88 school year, Dillingham’s high sehool/middle school principal announced his retirement, effective at the end of the school year. As superintendent, Kilmer attempted to locate another principal. The Board interviewed, but rejected, two local candidates.

On July 16,1988, the Board met in special session to determine what to do about the vacant principal position. Board member Jackson McCormick was not present. Kil-mer and the Board agreed that Kilmer would act in a dual role as superintendent and principal. The parties agreed that Kilmer would receive additional compensation for these extra duties. Kilmer suggested that the Board retroactively purchase pension benefits for him under the Alaska Teachers’ Retirement System (TRS).3 At the time, the parties did not know the precise cost of purchasing the retirement years for which Kilmer was eligible. Kilmer testified that he informed the Board that the cost of purchasing half of the years for which he was eligible would be $30-40,000. Board members testified later, and the trial court found, that the Board believed it had agreed to pay Kilmer *760an additional $30,000 for the 1988-89 school year. The parties agreed that if the arrangement worked out, it would be repeated the following year, for a total of ten years of purchased credit.

Kilmer drafted a second contract addendum (Addendum Two). It stated:

The following changes were approved at the July 16, 1988 Regular School Board Meeting:
1. Base Salary for FY 89 will remain the same as in FY 88.
2. A net sum equal to back retirement years will be paid the Superintendent divided over two years upon assuming the Principal duties.

Board members Smith and Armstrong approved Addendum Two on August 5. The same day, the Board conferred upon giving Kilmer the principal’s position. The Board approved the July 16 and August 5 meeting minutes at the regular August 15 meeting.

The District business manager, Marie Wheeler, consulted a six-month old TRS report and determined that the cost of purchasing five years of credit would be approximately $50,000. Kilmer received this amount in two lump sums, receiving $25,000 on August 11, and, after Wheeler had consulted with TRS and determined the exact cost of purchasing five years of pension credit, Kil-mer received a second cheek, for $24,581, on November 7. Both checks were made out by business manager Wheeler and signed by Board member Shirley Wiggins.

Kilmer did not use this money to purchase past retirement years in TRS. Without telling the Board, Kilmer put the funds into money market accounts and later used them to purchase a travel agency in Oregon. The public was not aware that Kilmer was to receive additional benefits for filling the principal’s position.4

In January 1989 the Board conducted an evaluation of Kilmer which was very positive. In March Kilmer’s principal’s compensation became public knowledge. There were complaints about the compensation during Board meetings and Kilmer stated that “he and the Board need[ed] to sit down and clarify the intent of the [B]oard as to what the compensation was to be.” Board member McCormick launched a recall petition against Board President Smith and Board members Armstrong and Wiggins.

The Board retained an accounting firm to report on the compensation issue. The accountants concluded that the language of Addendum Two was authorized by the motion which the Board had approved in July 1988 and that “it appears that the school board intended to pay the superintendent a lump sum” sufficient to pay for five years of pension credit. The accountants also concluded that the amount of money Kilmer received was consistent with a “reasonable interpretation” of the Addendum. The accountants, however, were not asked to determine if the language of Addendum Two reflected the Board’s intent.

In early April 1989 Kilmer and several Board members met in private to discuss the extra compensation issue, and Kilmer agreed to reimburse the District so that his additional compensation would be reduced to the $30,000 that Board members insisted they had agreed to pay him. Kilmer announced his promise to reduce his principal’s compensation to $30,000 that same day at a public Board meeting.

McCormick’s recall efforts continued, and in late April his lawyer wrote a letter stating that the Board could be sued to recover Kilmer’s principal’s compensation. The Board asked its attorney, Richard Fossey, to investigate Kilmer’s compensation package. Fossey concluded that Kilmer had received nearly $50,000 in compensation for being principal, rather than $30,000, as a result of “poorly drafted documents and a fundamental misunderstanding between the School Board and the Superintendent,” and that Kilmer should return the excess funds. Given that the Board had approved the July 16, 1988 minutes and that two Board members signed Addendum Two, Fossey con-*761eluded that Kilmer had “reasonably accepted the additional compensation” and that “the amount paid to Mr. Kilmer [was] appropriate.” Fossey noted that while it may have been “imprudent” to pay Kilmer in advance, there was “no legal significance” to the timing of the payments. Fossey’s report concluded by recommending that Kil-mer’s contract be reformed to reflect the Board’s intention that the extra compensation was to be $80,000. At the behest of the Board chair, Fossey prepared a resolution expressing confidence in Kilmer and extending his contract as superintendent/principal for an additional year.

The resolution was tabled at the Board’s June 5 meeting. On June 6 Kilmer cashed out $5,100 worth of unused leave. On June 9 the Board suspended Kilmer with pay “pending [an] investigation regarding [his] compensation.” A report by an accounting firm commissioned by the Board found, however, “no irregularities” in the District’s payments to Kilmer.

On July 3 the Board decided to terminate Kilmer. It sent Kilmer a bill of particulars explaining the reasons for its decision and stated that his termination was effective July 15. The bill of particulars listed ten reasons (discussed infra) for Kilmer’s dismissal.

In April 1990 Kilmer filed suit against the District, alleging wrongful discharge, defamation, and a number of economic torts. The District moved to dismiss on the ground that Kilmer’s suit was an untimely administrative appeal of the Board’s decision. On cross-motions for summary judgment, the trial court concluded that Kilmer had no right to an original action/jury trial on his discharge claim, but found that there were reasons for relaxing Appellate Rule 602’s deadline for administrative appeals. The trial court also concluded before trial that if Kilmer prevailed, (1) he would be entitled to damages resulting from his failure to vest in TRS,5 and (2) he must offset his damages by the salary he received from his new employment (as a superintendent in Idaho), but not by the lower cost of living at his new job location.

The court conducted a de novo bench trial and upheld Kilmer’s termination. It held that some of the reasons listed in the bill of particulars were not grounds for termination. For example, the court rejected claims that Kilmer had demonstrated good cause for discharge by failing to perform timely evaluations and ensure that other District personnel did the same. The court concluded, however, that the Board did have good cause for terminating Kilmer on the basis of his behavior before and during the compensation controversy. The court found that Kilmer’s actions resulted in the Board’s loss of trust and amounted to statutory incompetence, or in the alternative, were a breach of fiduciary duty, a “similar ground” to incompetence.

Kilmer appeals, asking us to reverse the trial court’s finding that there was good cause for the termination. He also asks us to reverse the denial of his request for a jury trial, and to remand for (1) determination of damages (if he prevails on his discharge claim), or (2) a new trial on the claims in his complaint (if we affirm the court’s finding of good cause).

The District cross-appeals, seeking reversal of the lower court’s decision forgiving Appellate Rule 602’s thirty-day filing deadline. The District also appeals two pre-trial damages rulings: that if Kilmer prevailed he was entitled to damages resulting from his failure to vest in Alaska’s retirement system; and that any damages Kilmer recovered need not be offset by Kilmer’s savings resulting from Idaho’s lower cost of living.

III. DISCUSSION

A. Jury Trial

Kilmer argues that the trial court erred in holding that his action was an administrative appeal, thereby eliminating his right to a jury trial. He argues that because his contract required him to waive all statutory procedural rights and district grievance procedures, his only means of redress was through an original civil suit tried before a jury-

*762We have held that a “claim is functionally an administrative appeal if it requires the court to consider the propriety of an agency determination.” Haynes v. State, Commercial Fisheries Entry Comm’n, 746 P.2d 892, 893 (Alaska 1987). Additionally, we have held that

the test for determining when an entity is acting as an ‘administrative agency’ is functional. Whenever an entity which normally acts as a legislative body applies policy to particular persons in their individual capacities, instead of passing on general policy or the rights of individuals in the abstract, it is functioning as an administrative agency

within the meaning of Alaska Appellate Rule 602. Ballard v. Stick, 628 P.2d 918, 920 (Alaska 1981) (citing Winegardner v. Greater Anchorage Area Borough, 634 P.2d 641, 544-45 (Alaska 1975)). In each of these cases there had been an administrative adjudication. The language which we quoted above from Haynes is somewhat overbroad. The applicability of Appellate Rule 602 also depends on an additional test: whether the entity engaged in an adjudicative proceeding. Moore v. State, 553 P.2d 8, 29 (Alaska 1976) (rejecting claim that appeal from non-adjudicatory agency action was not time-barred by predecessor to Appellate Rule 602). See also Owsichek v. State, 627 P.2d 616, 619 (Alaska 1981). Cf. State v. Alex, 646 P.2d 203, 215 (Alaska 1982) (holding exhaustion of administrative remedies doctrine insupportable where there was no administrative adjudicatory proceeding “which had various routes of administrative appeal.”).

In the present case the question whether Kilmer should have proceeded by way of an administrative appeal is potentially of consequence in only two respects: his entitlement to a jury trial, and application of Appellate Rule 602(a)(2)’s thirty-day period for taking an appeal. For the reasons expressed below, we hold that Kilmer waived any right he might have had to a jury trial, and that the thirty-day period would not apply to him. Thus it is not necessary to decide whether Kilmer should have brought this case pursuant to Appellate Rule 602.

Our conclusion that Kilmer waived his right to a jury depends on three documents in the record. First, the Dillingham School District withdrew its objection to Kilmer’s demand for a jury trial and filed with the court written notice of this change of position. Even after Dillingham agreed to withdraw its objection to a jury trial, the trial court appears to have had reservations about the parties’ resulting plan to try all of their claims before a jury. In a handwritten addendum to a calendaring notice for a pre-trial hearing, the court instructed the parties that it planned to “inquire as to the parties’ intentions to present all issues to a jury despite the lack of authority to do so on an administrative appeal.” Just two days later, Kil-mer’s attorney wrote a letter to the court, stating that “[t]he parties are in agreement that all Kilmer’s claims may be tried before the court in a judge-tried case.”

In his briefs to this court, Kilmer argues that his stipulation to a bench trial did not cover all his claims, but only his remaining tort claims. Kilmer argues that it was impossible for him to waive his rights to a jury trial on the contract claims in the letter to the trial judge because the court had already denied his request for a jury and “it already was clear, over [Kilmer’s] objections, that the contract claim would be heard without a jury.”

Were it not for Dillingham’s filing of a withdrawal of its opposition and the trial court’s subsequent order, which emphasized that the parties should be prepared at the pre-trial hearing to address the propriety of a jury trial on all of their claims, Kilmer’s counsel’s letter could be construed as ambiguous. However, review of the record as a whole leaves us with the firm belief that both parties agreed to present all of the claims to the court. The trial court was left with this impression as well, noting at the outset of its findings that “[b]y stipulation of the parties, all matters were tried to the court sitting without a jury....” Having agreed to a judge trial on all claims, Kilmer cannot now argue that it was error not to submit his claims to a jury. Because Kilmer received the judge trial to which he agreed, we need *763not decide whether it was error to classify his action as an administrative appeal.

B. Timeliness of Kilmer’s Suit

Alaska Appellate Rule 602 requires that administrative appeals be filed within thirty days of the date of the decision. Alaska R.App.P. 602(a)(2). Kilmer’s suit was filed nine months after he received the bill of particulars. Nevertheless, the court allowed the suit to continue as if timely filed. The District argues that the trial court erred in relaxing the time limit and allowing Kilmer to proceed with his appeal.6 However, strict application of Rule 602(a)(2) requires that the agency clearly indicate that the decision complained of is a final order and that the claimant has thirty days to appeal. Skudrzyk v.

Reynolds, 856 P.2d 462, 463 (Alaska 1993); Manning v. Alaska R.R., 853 P.2d 1120,1124 (Alaska 1993). Kilmer was notified of his termination by a bill of particulars dated July 5, 1989, and a letter dated July 14, 1989. Neither communication informed Kilmer that the decision was final, or that he had thirty days to appeal. Under these circumstances, the trial court correctly waived the thirty-day limitation, assuming it applied.

C. Merits of the Board’s Decision

The trial court held that Kilmer was discharged for good cause.7 The trial court’s factual findings are reviewed using the clearly erroneous standard. Alaska R.Civ.P. 52(a). To reverse, we must have a *764definite and firm conviction that a mistake has been made. City of Hydaburg v. Hydaburg Coop. Ass’n, 858 P.2d 1131, 1135 (Alaska 1993). In determining whether a mistake has been made, we “take the view of the evidence most favorable to the prevailing party below.” Parker v. Northern Mixing Co., 756 P.2d 881, 891 n. 23 (Alaska 1988) (quoting Graham v. Rockman, 504 P.2d 1351, 1353-54 (Alaska 1972)). The court’s legal conclusion is reviewed independently. Guin v. Ha, 591 P.2d 1281,1284 n. 6 (Alaska 1979). Our duty is to “adopt the rule of law that is most persuasive in light of precedent, reason, and policy.” Id.

1. Trial court’s factual findings

The trial court found that Kilmer had made the following six “serious errors” in dealing with his own compensation:

a. He procured the Board’s approval of addenda to his own contract without first obtaining legal review of the addenda.
b. He misled the Board into believing that he was seeking to cash in leave time for past unused leave only, rather than past and future unused leave.
c. He presented the Board with no dollar amount for the leave for which he proposed to receive pay.
d. He led the Board to understand that his principal’s pay would be in the amount of $30,000, or if his testimony is believed, $30,000 to $40,000, and then failed to return to the Board and advise Board members that the amount actually approximated $50,000.
e. He represented that the principal’s compensation would in fact be used to buy back years in the retirement system, allowing the Board to explain the compensation to the community in terms of a retirement benefit. He then failed to contribute the funds received to TRS and took the funds in advance of his having earned them, although the rationale for doing so (the accrual of interest on the TRS contribution) no longer existed.
f. He drafted contract addenda that did not reflect the Board’s intentions (based on his own representations) regarding these compensation matters.

The trial court found that Kilmer’s “wrongful actions” constituted incompetency under the statute and justifiably caused the Board to lose trust in him.8 We find that the trial court’s findings on Kilmer’s most serious errors, those relating to his unused leave and principal’s compensation, are not clearly erroneous.9 We note that “great weight must be accorded to the trial judge’s experience and to [the] evaluation of demeanor testimony.” Sheridan v. Sheridan, 466 P.2d 821, 824 (Alaska 1970). When the trial judge’s decision is dependent largely upon oral testimony of the witnesses seen and heard by the court, this court must give due regard to the trial judge’s opportunity to judge the credibility of those witnesses.10 Alaska R.Civ.P. 52(a); Parker, 756 P.2d at 892; Kenai Power *765Corp. v. Strandberg, 415 P.2d 659, 660 (Alaska 1966).

a. Unused leave

The trial court did not clearly err in finding that Kilmer misled the Board into believing that he was seeking to cash in leave time only for past unused leave time. Addendum One states that Kilmer’s contract was changed to allow “the use or reimbursement of all unused leave days at any time.” The testimony of the Board members makes it clear that they believed Kilmer wanted to cash in past unused leave that had resulted from his administration of a school construction project. The Board believed it was authorizing a one-time cash-in and was never told of the cash value of the leave Kilmer had accumulated.11 There is no indication in the record that the Board received information about Kilmer’s leave time other than through Kilmer. Therefore, we find that the Board’s testimony supports the trial court’s finding that Kilmer misled the Board.

Although Kilmer admits that he never presented the Board a dollar figure for his leave, he argues that Addendum One is clear on its face and that it was the Board’s responsibility to figure out what it was authorizing. An assumption that the Board must share the responsibility does not absolve Kil-mer of his share of responsibility.12 Because it believed it was getting the necessary information from Kilmer, the Board had no reason to investigate further. He wrote the ambiguous language in Addendum One and he cashed in more leave than initially authorized. A reading of the record does not leave the clear impression that a mistake was made by the trial court.

b. Principal’s pay

We also find that the trial court did not clearly err in making findings concerning the additional compensation for the principal position. The trial court found that the Board believed Kilmer’s additional compensation would be approximately $30,000, and that it would be used to buy back years in the TRS. It also found that Kilmer was paid nearly $50,000 and that he did not use that money to purchase back retirement years, but instead invested it in an Oregon travel agency.

Kilmer argues that the court’s findings are clearly erroneous because Addendum Two clearly stated that the amount of compensation would be “based” on a retirement buy back but did not require Kilmer to put the money into the TRS. Additionally, he argues that it was the Board’s responsibility to establish the precise amount and that the two cheeks (totalling $49,581) were signed by a Board member. He also cites the fact that he returned the amount over $30,000 when “it became clear to [him] that there was confusion.”

The Board is not without responsibility, but its actions do not absolve Kilmer of the consequences of his conduct. A party is bound not by the outer limits of an ambiguous document, but by the terms agreed upon by the parties. See, e.g., Stepanov v. Homer Elec. Ass’n, 814 P.2d 731, 734 (Alaska 1991) (giving effect to the reasonable expectations of the parties). Kilmer argues that the court’s finding is clearly erroneous because the language of Addendum Two permits the actions he took. However, Kilmer’s actions exceeded the agreement reached with the Board. In addition, he fails to explain why he failed to invest in the TRS or inform the Board that the resulting payments would substantially exceed $30,000. As the trial court pointed out, the rationale for two lump-sum payments was specifically tied to the TRS investment. We agree with the trial court’s finding that Khmer erred in not informing the Board that he was to receive nearly $50,000 and that he did not plan to put the money into the TRS.

The trial court found that as a result of his errors, “Kilmer lost the trust of the School Board.” The court further found that the *766Board was justified in this response to Kil-mer’s wrongful actions. Kilmer argues that this conclusion is erroneous because “the majority of the Board did not proceed as though it had lost the trust of Kilmer, nor did attorney Fossey.” However, the trial court determined that Board members could “reasonably question whether Kilmer was presenting them with all of the facts necessary for their decision making and whether he was implementing their decisions according to their intentions.” The trial court concluded that the Board lost confidence not in Kilmer’s administrative abilities but in his “integrity' and reliability.” The testimony of the Board members clearly supports the court’s findings that the Board no longer trusted Kilmer on those issues and that this loss of trust was justified.

2. Trial court’s conclusions of law

Having upheld the trial court’s dis-positive findings of fact, we must next determine whether the court was correct in concluding that Kilmer’s errors constitute good cause for termination under Kilmer’s contract. Kilmer’s contract stated that Kilmer could be terminated for “good cause.” The contract defined good cause to “include, but not be limited to the grounds set forth in [AS] 14.20.170.”13 During litigation, the parties stipulated that good cause under the contract would include the statutory grounds (incompetence, immorality, and non-compliance with the law) as well as “similar offenses.”

The trial court concluded that Kilmer’s actions constituted “incompetency” under the statute because his miscommunications with the Board were a failure to perform his duties adequately and that the Board’s loss of trust “rendered him unable to perform his customary duties adequately.” Alternatively, the trial court concluded that Kilmer’s actions in addressing his own compensation ■ matters suggested a breach of fiduciary duty that constituted a “similar” ground for good cause discharge.

Kilmer argues that the trial court erred in concluding that loss of trust equates to incompetence. He argues that “lack of trust is not necessarily incompetence” and that “loss of confidence and just cause do not always equate.”

Kilmer is correct in his assertion that the Board could not terminate a superintendent merely by asserting it “no longer trusts” the superintendent. The lack of trust must be reasonably based on the superintendent’s improper actions; the unsupported subjective beliefs of the Board would be insufficient to warrant termination. In this ease, however, the trial court concluded that given Kilmer’s actions in misleading the Board in regard to his compensation, “the Board was justified in losing trust in Kilmer.” The trial court went on to reason in the alternative that Kilmer’s “serious errors” were suggestive of a breach of fiduciary duty to the Board “in a situation rife with conflict of interest.” The trial court’s conclusions in this regard do not constitute error.

One of the superintendent’s primary responsibilities is providing professional leadership to the Board. The District’s policy manual states that, among other duties, the superintendent

[p]repares and submits to the board recommendations relative to all matters requiring action by the board, placing before the board such necessary and helpful facts, information, and reports as are needed to insure the board’s acting in full possession of all relevant data.

Dillingham City Schools Board (DCSB) Policy Manual § 2.7.5 (rev.1989).

If the Board no longer trusts the superintendent, this duty cannot be performed adequately. Although the superintendent may be able to complete this function satisfactorily, if the Board perceives that the superintendent may be hiding or shading necessary facts, the relationship is no longer functional.14

*767Furthermore, as the trial court noted, the Policy Manual also adopts the code of ethics adopted by the Association of School Administrators. That code requires an administrator to “[honor] the public trust of his position above any economic or social rewards” and “not permit considerations of private gain nor personal economic interest to affect the discharge of his ITher] professional responsibilities.” DCSB Policy Manual §§ 2.4.7, 2.4.8. The trial court’s findings that Kilmer misled the Board about cashing in leave time and about the principal’s compensation each involved matters of direct economic benefit to Kilmer. It was not unreasonable for the Board to expect Kilmer to provide accurate and complete information concerning these matters.

Kilmer’s response — that the Board had access to accurate information — is inadequate. The Board should not have the burden of investigating each of Kilmer’s representations. Even Kilmer admits that one of the superintendent’s primary responsibilities is to provide leadership and expertise to the Board. If the Board were required to question the information given to it by the superintendent, the efficiencies in having a superintendent would be substantially decreased.

It is of no importance that Kilmer returned all but $30,000 of the monies he received as compensation for acting as principal. This action may have helped to diminish the public outcry over his salary, but it did not repair the trust that had already been damaged. If Kilmer had originally taken the $30,000 agreed upon, and used it for his retirement as intended, the public’s reaction arguably would have been less hostile.

Kilmer argues that the Board is not without blame. This may be true. Nonetheless, in a ease that turns on legal issues, rather than equitable considerations (as the trial court correctly observed) the actions of the Board are irrelevant so long as the decision to terminate is based on the actions of the superintendent. The court permissibly found that Kilmer’s actions caused the Board’s loss of trust. We therefore conclude that the trial court did not clearly err in finding that there was good cause for termination.

IV. CONCLUSION

For reasons discussed above, we AFFIRM the trial court’s decision to waive the thirty-day filing limitation and to conduct a bench trial on Kilmer’s claims. We find that the record supports the trial court’s dispositive findings of fact and hold that the court correctly applied the law. Therefore, we AFFIRM the court’s decision that Kilmer was terminated for good cause under his contract. These conclusions make it unnecessary for us to consider the trial court’s pretrial damages rulings.

MATTHEWS and FABE, JJ., concur.

MOORE, C.J., not participating.

COMPTON, J., dissents, with whom RABINOWITZ, J., joins as to Parts I and II.

.AS 14.20.170 provides:

A teacher ... may be dismissed at any time only for the following causes:
(1) incompetency, which is defined as the inability or the unintentional or intentional failure to perform the teacher’s customary teaching duties in a satisfactory manner;
(2) immorality, which is defined as the commission of an act that, under the laws of the state, constitutes a crime involving moral turpitude; or
(3) substantial non-compliance with the school laws of the state, the regulations or by-laws of the department, the by-laws of the district, or the written rules of the superintendent.

. AS 14.20.095-210 sets out procedural protections for teachers who are terminated or non-retained.

. As a means of encouraging experienced teachers to move to Alaska, the State allows teachers to retroactively purchase up to ten years worth of pension credit for years of service performed in another state. Payments are calculated to represent the amount the teacher would have paid into the system in a year gone by, plus interest from that past year until the date of payment.

. The superior court indicated that before March 1989 both Kilmer and the Board were responsible for a public misperception that Kilmer was not receiving extra compensation for his assumption of the principal’s duties.

. Kilmer had served in Dillingham seven of the eight years necessary for his pension to vest.

. We review a court's decision whether to relax the Rule 602(a)(2) time limit under the abuse of discretion standard. Skudrzyk v. Reynolds, 856 P.2d 462, 463 n. 3 (Alaska 1993); Anderson v. State, Commercial Fisheries Entry Comm'n, 654 P.2d 1320, 1322 (Alaska 1982).

. The bill of particulars listed the following ten reasons for Kilmer's termination:

1. Your conduct with regard to [the July 16, 1988 meeting] was unprofessional in that no agenda of the meeting was prepared, the meeting was not tape recorded as is the general practice in Dillingham City School District, and the minutes of the meeting which were based upon your notes did not accurately nor adequately reflect the School Board’s intention regarding your contract and compensation.
2. You did not prepare your contract adden-dums [sic] in accordance with Department of Education regulations.
3. Checks were issued to you which were not issued nor executed in compliance with the Dillingham City School District Policy Manual § 602.
4. You failed to evaluate personnel in accordance with the ... District Policy Manual....
5. You have failed to properly supervise the elementary principal to insure that the evaluations were properly completed in a timely manner.
6. You exercised poor judgment in recommending to the School Board that you be paid a significant amount of money to perform, in addition to your duties as a full time superintendent, the duties of a principal which could not be performed adequately while being the full time superintendent....
7. You misrepresented the amount of compensation being received by you for agreeing to perform the principal’s duties.
8. The contract addendum you drafted [Addendum Two] ... did not accurately reflect the intentions of the School Board. Moreover, while you stated you would have the contract addendum reviewed by School District counsel, you did not....
9. The contract addendum you drafted [Addendum One] ... did not reflect the intention of the School Board. Moreover, while you stated you would have the contract addendum reviewed by School District counsel, you did not....
10. Because of your conduct, the School Board and the community of Dillingham have lost confidence in your ability to adequately carry out the responsibilities of the superintendent ... making you unable to adequately perform the functions of the superintendent’s position.
All but three of those reasons (four, five and six) concern the manner in which Addendum One and Addendum Two were added to the contract. The trial court found that reasons four and five, alleged failure to conduct and ensure the completion of performance evaluations, did not create good cause for termination. Although there was some truth in the allegations, extenuating circumstances existed in both instances. None of the Board members testified that these actions resulted in their lack of trust in Kilmer. We agree with the superior court that reasons four and five do not constitute good cause. Given our conclusion that the Board had other legitimate reasons to terminate Kilmer, it is not necessary for us to decide whether the superior court clearly erred in finding that reason six was an insufficient justification for termination.
We further note that the trial court ordered that because of inaccurate and untimely responses to Kilmer's request for admissions, the District had admitted that Kilmer did not violate Department of Education regulations in preparing the contract addenda as alleged in reason two.

. Although those findings are found in the trial court's "conclusions of law,” we find that these are findings of fact that must be reviewed under the clearly erroneous standard. It is of no consequence what label the trial court has attached to its findings. Urban Dev. Co. v. Dekreon, 526 P.2d 325, 328 (Alaska 1974).

. Kilmer argues that finding (a) is clearly erroneous because there is no evidence Kilmer had a duty to have a lawyer review the addenda. We agree. However, we find that finding (a) is of minor importance in relation to the court's other findings.

. The dissent argues that this court "accepts” the trial court’s characterization of the case: that Kilmer was terminated after he pulled the "wool over the eyes” of "an insufficiently sophisticated group of people_” Dissent at 775. The court has accepted no such characterization, nor does this opinion rest on such a proposition. Further, the trial court never stated that the Board members were insufficiently sophisticated to act, implied that they were unsophisticated, or stated that its decision was based on any such characterization. It noted that "a more sophisticated group of people may (or may not) have been able” to draw certain distinctions, but it elsewhere referred to "missteps of exceptionally well intentioned and competent people.” In context of the latter comment, the first comment cannot be read to imply that Board members were unsophisticated or not sophisticated enough to run the school district. We reject any possible implication that Kilmer’s transgressions should be excused because a more knowledgeable Board would have prevented him from doing anything objectionable.

. Kilmer obtained a total of $19,200 in cashed-in leave in 1988. He cashed in another $5,100 during 1989.

. The trial court found that the Board was partially responsible for the events leading to this case. When deciding whether there is good cause for termination, however, it is primarily Kilmer’s conduct that must be analyzed.

. See, supra note 1.

. The relationship between superintendent and school board requires a high level of confidence and trust. If the superintendent causes this close relationship to disintegrate, then he or she is no longer able to function as superintendent. Wedergren v. Board of Directors, 307 N.W.2d 12, 22 (Iowa 1981).