IN THE COURT OF APPEALS OF IOWA
No. 16-1639
Filed September 13, 2017
TIMOTHY T. BRADSHAW,
Plaintiff-Appellant/Cross-Appellee,
vs.
CEDAR RAPIDS AIRPORT COMMISSION,
Defendant-Appellee/Cross-Appellant.
________________________________________________________________
Appeal from the Iowa District Court for Linn County, Kevin McKeever,
Judge.
Employee appeals and employer cross-appeals from summary judgment
ruling in breach of contract action. AFFIRMED ON APPEAL; REVERSED IN
PART AND REMANDED WITH DIRECTIONS ON CROSS APPEAL.
Matt J. Reilly of Eells & Tronvold Law Offices, P.L.C., Cedar Rapids, for
appellant.
Benjamin P. Roach of Nyemaster Goode, P.C., Des Moines, for appellee.
Considered by Mullins, P.J., and Bower and McDonald, JJ.
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MCDONALD, Judge.
Timothy Bradshaw sued his former employer, the Cedar Rapids Airport
Commission, for breach of contract. Bradshaw contended the Commission owed
him severance pay pursuant to an employment agreement. On cross-motions for
summary judgment, the district court held Bradshaw was not entitled to
severance pay but was entitled to compensation for an additional month of
service. Bradshaw appeals, contending the district court erred in holding
Bradshaw was not entitled to contractual severance pay. The Commission
cross-appeals, contending the district court erred in holding Bradshaw was
entitled to additional compensation.
I.
Bradshaw served as the Airport Director for the Eastern Iowa Airport. The
airport is owned by the City of Cedar Rapids and operated by the Cedar Rapids
Airport Commission. In 2012, Bradshaw and the Commission entered into an
amended employment agreement.
Several provisions of the agreement are relevant to this appeal.
Paragraph 1 of the agreement sets forth the general terms of employment:
The Commission hereby employs Bradshaw for an indefinite
term as Airport Director effective as of June 28, 2012. . . . Such
employment shall end upon Bradshaw’s resignation, death or
termination for any reason by the Commission. Should Bradshaw
voluntarily resign his employment prior to contract expiration, his
notice of resignation shall be tendered to the Commission no less
than [thirty] days prior to his departure date in order to assure his
status as resigning in good standing. Nothing in this Amended
Agreement shall be deemed to prevent or limit the right of the
Commission to determine that Bradshaw shall no longer serve as
Airport Director, subject to provisions of Paragraph 3 of this
Amended Agreement.
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Paragraph 3 of the agreement provides for severance pay:
In the event Bradshaw is involuntarily terminated by the
Commission for any reason other than his death, conviction of a
felony, aggravated misdemeanor, or any public offense involving
corruption, extortion, willful misconduct, maladministration in office,
willful or habitual neglect, or refusal to perform the duties of office,
he shall receive severance pay in the amount of twelve months’
salary in effect at the time of Bradshaw’s termination. [1] Such
severance pay shall be paid to Bradshaw, at his election, either in
one lump sum within thirty (30) days of his effective date of
termination [sic]. Provided however that in the event the
Commission terminates Bradshaw’s employment on the basis of
willful or habitual neglect, or refusal to perform the duties of office,
in order to avoid payment of severance pay, the Commission must
have first provided written notice of such basis and provided
Bradshaw a reasonable opportunity to correct such basis.
And paragraph 13 of the agreement provides the agreement “represents the full
and complete understanding and agreement of the parties.”
The circumstances surrounding the cessation of Bradshaw’s employment
are not in dispute. On September 2, 2014, Bradshaw informed two
commissioners he had a pending job offer. Bradshaw requested a salary
increase, and he informed some of the commissioners he would resign if the
increase was not approved. The commissioners informed Bradshaw they did not
have the authority to approve a salary increase without a vote of the full
commission and, in any event, they would not recommend a salary increase.
On September 3, Bradshaw emailed his resignation to the Commission.
The email stated, “After careful consideration, I have decided to resign my
position here at the Eastern Iowa Airport.” The email went on to say, “My last
date of employment will be November 3, 2014. Of course I will be available
beyond that date for any transitional issues that may arise.”
1
At the time Bradshaw’s employment ended, his salary was $161,241.
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One of the commissioners emailed a response to Bradshaw:
On Friday morning, the Commission will hold a special
meeting to accept your resignation with a pay-through date [thirty]
days thereafter which should be October 5, 2014. . . . As I
communicated via our phone call earlier today, I believe that it
would be in everyone’s best interests for this Friday (9/5) to be your
last day in office. I am sure you will be available by phone or email
after that to answer any questions, etc.
On September 5, the Commission passed a resolution accepting Bradshaw’s
resignation. The resolution provided, among other things, “Tim Bradshaw’s
resignation as Airport Director of the Eastern Iowa Airport is hereby accepted to
be effective 30 days from the date of this Resolution.”
After the end of Bradshaw’s service, the parties had minimal contact.
Bradshaw filed a claim for unemployment compensation benefits. At the fact-
finding hearing, Bradshaw agreed he had resigned, agreed the Commission had
accepted his resignation effective October 5, and agreed the Commission paid
his salary and benefits through October 5. Bradshaw subsequently withdrew the
claim for benefits. In February 2015, Bradshaw sent a demand letter to the
Commission, requesting twelve months’ severance pay as set forth in the
employment agreement. The Commission declined to pay severance, taking the
position Bradshaw had resigned his employment.
Shortly after the Commission denied Bradshaw’s request for severance
pay, Bradshaw filed this suit for breach of contract. The suit was resolved on
cross-motions for summary judgment. Bradshaw’s position was he resigned his
employment effective November 3 and the airport involuntarily terminated his
employment prior to that date, on October 5. He thus concluded he was entitled
to the contractual severance payment. The Commission’s position was
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Bradshaw voluntarily resigned his employment and the Commission accepted
the resignation. The last date Bradshaw actually was on the payroll, the
Commission argued, did not change the nature of his separation from a voluntary
resignation to an involuntary termination. In addition, the Commission contended
Bradshaw’s claims were barred by the doctrines of estoppel and accord and
satisfaction.
The district court granted in part and denied in part each motion. The
district court held Bradshaw voluntarily resigned his employment and was not
entitled to severance pay under the terms of the employment agreement. The
district court reasoned “the mere acceleration of the departure date does not alter
the voluntary nature of [Bradshaw’s] resignation.” The district court explained:
To put [it] differently, the nature of the leave is defined the
moment an employee tenders a notice of resignation, i.e., when he
or she sets in motion the chain of events which ultimately resulted
in the separation. In the current action, the defining moment was
when [Bradshaw] emailed all the Commissioners about his decision
to leave. By doing so, he set in motion a chain of events that
ultimately resulted in his separation from the Commission.
Although the district court held Bradshaw was not entitled to severance pay
under the terms of the employment agreement, the district court also held
Bradshaw was entitled to additional compensation for the period October 5, the
date of separation, through November 3, the date identified in Bradshaw’s notice.
The parties stipulated the compensation for this period was $13,023.36, and the
district court entered judgment in favor of Bradshaw for this amount.
II.
Our review of the district court’s summary judgment ruling is for the
correction of legal error. See Pillsbury Co. v. Wells Dairy, Inc., 752 N.W.2d 430,
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434 (Iowa 2008). Summary judgment should be granted only “if the pleadings,
depositions, answers to interrogatories, and admissions on file, together with the
affidavits, if any, show that there is no genuine issue as to any material fact and
that the moving party is entitled to a judgment as a matter of law.” Iowa R. Civ.
P. 1.981(3). The court views the summary judgment record in the light most
favorable to the party resisting the motion for summary judgment and indulges in
every legitimate inference the evidence will bear in an effort to ascertain the
existence of a genuine issue of fact. See Crippen v. City of Cedar Rapids, 618
N.W.2d 562, 565 (Iowa 2000).
“A fact is material if it will affect the outcome of the suit, given the
applicable law.” Parish v. Jumpking, Inc., 719 N.W.2d 540, 543 (Iowa 2006). An
issue of fact is “genuine” if the evidence would allow a reasonable jury to return a
verdict for the nonmoving party. See Fees v. Mut. Fire & Auto. Ins. Co., 490
N.W.2d 55, 57 (Iowa 1992). If the summary judgment record shows that the
“resisting party has no evidence to factually support an outcome determinative
element of that party’s claim, the moving party will prevail on summary
judgment.” Wilson v. Darr, 553 N.W.2d 579, 582 (Iowa 1996); Iowa R. Civ. P.
1.981(3). In addition, summary judgment is correctly granted where the only
issue to be decided is what legal consequences follow from otherwise undisputed
facts. See Emmet Cty. State Bank v. Reutter, 439 N.W.2d 651, 653 (Iowa 1989).
III.
We first address the issue of whether Bradshaw is entitled to severance
pay under the terms of the employment agreement. The relevant law regarding
the interpretation and construction of contracts is well-established:
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Interpretation is the process for determining the meaning of the
words used by the parties in a contract. Interpretation of a contract
is a legal issue unless the interpretation of the contract depends on
extrinsic evidence. On the other hand, construction of a contract is
the process a court uses to determine the legal effect of the words
used. We always review the construction of a contract as a legal
issue.
Pillsbury Co., 752 N.W.2d at 435–36 (citations omitted).
In this case, the employment agreement provided Bradshaw would be
entitled to severance pay if the Commission “involuntarily terminated” his
employment. The employment agreement does not define the term. However,
the words have a commonly accepted meaning. “Involuntarily” generally means
against one’s will or a status “[n]ot resulting from a free and unrestrained choice.”
Involuntary, Black’s Law Dictionary (10th ed. 2014.); cf. Bartelt v. Emp’t Appeal
Bd., 494 N.W.2d 684, 686 (Iowa 1993) (“We understand voluntary to entail a free
choice.”). Generally, termination of employment is the “complete severance of
an employer-employee relationship.” Termination of employment, Black’s Law
Dictionary (10th ed. 2014). It means “something more than that the employee
stopped work or the employer stopped paying him.” Edwards v. Equitable Life
Assur. Soc., 177 S.W.2d 574, 577 (Ky. 1944). It requires the intention by the
employer or the employee to sever the employment relationship combined with
conduct sufficient to communicate the intent to sever the employment
relationship. See id.; see also Irving v. Emp’t Appeal Bd., 883 N.W.2d 179, 209
(Iowa 2016) (recognizing non-volitional, unexpected incarceration did not render
termination voluntary, but noting incarceration set in motion by volitional acts
could). The language of the employment agreement thus provides the
Commission was required to pay severance only if the Commission took action to
8
completely sever the employment relationship with Bradshaw against
Bradshaw’s will.
The wrinkle presented in his case is that there is no dispute Bradshaw
intended to voluntarily terminate his employment. There is also no dispute the
Commission accepted the resignation. The question presented, the question of
construction, is whether accelerating the effective date makes a voluntary
termination an involuntary termination within the meaning of the contract. There
is no controlling authority to resolve the issue.
The authority that most directly addresses the question involves cases
relating to the payment of unemployment compensation benefits. The general
rule in unemployment compensation benefits cases appears to be that when an
employee gives notice of resignation and the employer terminates the
employment relationship prior to the end of the notice period, the employee is not
disqualified from receiving unemployment compensation benefits at least through
the end of the notice period. See, e.g., Porter v. Florida Unemployment Appeals
Comm’n, 1 So. 3d 1101, 1103–04 (Fla. Dist. Ct. App. 2009) (collecting cases).
By analogy, so the argument goes, Bradshaw should also be entitled to his
severance pay.
The argument by analogy seems appealing, but the unemployment
compensation cases are largely immaterial to this case. First, unemployment
compensation cases have a different decision calculus than contract cases.
Unemployment compensation laws are to be liberally construed in favor of the
employee. See Bridgestone/Firestone, Inc. v. Empl’t Appeal Bd., 570 N.W.2d 85,
96 (Iowa 1997) (“The purpose of our unemployment compensation law is to
9
protect from financial hardship workers who become unemployed through no
fault of their own. We are to construe the provisions of that law liberally to carry
out its humane and beneficial purpose.”). There is no similar interpretive
framework to be applied in contract cases in favor of the employee. Instead, we
are to interpret and construe the contract in accord with the parties’ intent as
evidenced by the language used in the agreement. See Home Fed. Sav. & Loan
Ass’n v. Campney, 357 N.W.2d 613, 617 (Iowa 1984).
Second, the question presented in unemployment cases is decidedly
different from the question presented here. In unemployment compensation
cases, the relevant question is not the distinction between resignation and
involuntary termination per se. Instead, the relevant question is whether the
employee is disqualified from the receipt of benefits. See, e.g., Bd. of Educ. v.
Gray, 806 S.W.2d 400, 402–03 (Ky. Ct. App. 1991) (“The system’s sole function
is to determine whether or not the affected employee meets the statutory criteria
to qualify for benefits, not to inquire or make any judgments regarding the
reasons behind an employee’s termination. Other jurisdictions have recognized
this critical distinction, and we concur with their reasoning.”); Shelton v. Oscar
Mayer Foods Corp., 481 S.E.2d 706, 708 (S.C. 1997) (stating “the narrow issue
the [Employment Security Commission] decides is simply whether the claimant is
qualified to receive employment benefits”). The disqualification question
frequently turns on statutory or regulatory authority defining a voluntary
termination for the purposes of receipt of benefits. For example, Iowa
Administrative Code section 871-24.25(38) explicitly provides an employee shall
not be disqualified from the receipt of unemployment compensation benefits for
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the remainder of the notice period when the employer discontinues employment
prior to the end of the notice period.
The mere fact that many states, including Iowa, have implemented
statutes and regulations broadly extending unemployment compensation benefits
to employees has no bearing on the issue of whether an employee was
“involuntarily terminated” within the meaning of the parties’ employment
agreement. Indeed, the public policy underlying unemployment compensation is
so distinct from civil litigation that many states deny preclusive effect to
unemployment compensation proceedings. See, e.g., Powers v. Arachnid, Inc.,
617 N.E.2d 864, 868–69 (Ill. App. Ct. 1993) (“Although the parties are the same
in plaintiff’s claim for unemployment compensation and for breach of the
severance agreement, the causes of action are not identical . . . . The facts
necessary to sustain a favorable judgment for breach of the severance
agreement would be that the parties agreed to give plaintiff severance pay under
certain terms and conditions, that those conditions were met, and that defendant
failed to perform under the terms of the agreement. This evidence would not
have sustained nor been material to a judgment for unemployment
compensation.”); Gray, 806 S.W.2d at 403; Olivieri v. Y.M.F. Carpet, Inc., 897
A.2d 1003, 1014 (N.J. 2006) (holding “collateral estoppel effect is to be denied to
unemployment compensation determinations” and collecting cases); Shovelin v.
Cent. N.M. Elec. Co-op, Inc., 850 P.2d 996, 1004–05 (N.M. 1993) (holding the
doctrine of collateral estoppel would not preclude plaintiff-employee from
relitigating the nature of his separation from employer following adverse decision
regarding unemployment compensation benefits because of, among other things,
11
the remedial legislative purpose underlying unemployment compensation law);
Distelzweig v. Hawkes Hosp., 518 N.E.2d 43, 46 (Ohio Ct. App. 1986) (“Although
the board properly denied plaintiff unemployment compensation because she
was discharged for ‘just cause’ within the meaning of the unemployment
compensation law, a reasonable interpretation of the employment contract raises
genuine issues of material fact as to whether the employer breached the
employment contract and was liable for corresponding damages.”); Rue v. K-
Mart Corp., 691 A.2d 498, 501 (Pa. 1997) (examining public policy underlying
unemployment compensation and civil litigation and concluding application of
estoppel was not warranted).
In the absence of any controlling or persuasive authority, we conclude the
Commission did not involuntarily terminate Bradshaw’s employment within the
meaning of the employment agreement. Without prompting from the
Commission, Bradshaw emailed his resignation to the Commission, stating, “I
have decided to resign my position here at the Eastern Iowa Airport.” Two days
later, the Commission formally accepted the resignation. It was Bradshaw who
intended to completely sever the employer-employee relationship and who
communicated his intent to completely sever the employer-employee
relationship. The fact the parties disagreed on the last day Bradshaw would be
in the office and the last day of his employment—Bradshaw requesting
November 3, and the Commission authorizing October 5—is immaterial to the
question of who took action to sever the relationship. It seems to us who caused
the discontinuance of the employment relationship is a different question from
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when the employment relationship discontinued, at least within the meaning of
this contract.
Our conclusion best gives effect to the parties’ intended purpose. See
Home Fed. Sav. & Loan Ass’n, 357 N.W.2d at 617 (“The purpose of contract
interpretation is to ascertain the intent of the contracting parties at the time the
contract was made.”); Haggin v. Derby, 229 N.W. 257, 260 (Iowa 1930) (“Another
well-recognized rule of construction of contracts is that it is the duty of the court
to place itself, as nearly as may be, in the situation of the parties at the time of
the making of the contract, so as to view the circumstances as the parties viewed
them. The court should consider the nature of the agreement itself, together with
all the facts and circumstances leading up to and attending its execution, the
relation and condition of the parties, the nature and situation of the subject–
matter, and the apparent purpose of making the contract.”). The entirety of
paragraph 3 of the agreement evidences the parties’ intent to provide Bradshaw
with additional compensation in the event the Commission decided to terminate
his employment against his will (and not for any disqualifying reason) where he
could potentially find himself unemployed or underemployed. There is nothing in
the text of paragraph 3 or any other provision of the employment agreement that
evidences the severance pay provision was intended to provide Bradshaw with
bonus or additional compensation in the event he accepted other employment
and resigned his employment with the Commission.
Our conclusion also provides reciprocal protection for each party’s interest
in achieving a fair, practical result. We have concluded Bradshaw was not
“involuntarily terminated” when he resigned and the Commission accepted the
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resignation but with a different effective date. Consider the converse situation.
Imagine the Commission communicated to Bradshaw it intended to terminate his
employment (and not for any disqualifying reason) effective in sixty days. In
response, Bradshaw commenced a search for employment, found a new
position, and told the Commission he would not work the last thirty days of the
notice period because he was going to commence employment in his new
position. In that case, we would not conclude Bradshaw voluntarily resigned his
employment because he did not continue to work through the notice period after
the Commission already informed him it intended to terminate the employment
relationship regardless. Instead, we would say the employer involuntarily
terminated Bradshaw’s employment even though Bradshaw voluntarily left
employment prior to the end of the notice period.
Our conclusion also comports with common sense and practical reason.
The law “cannot be dealt with as if it contained only the axioms and corollaries of
a book of mathematics.” Oliver Wendell Holmes, Jr., The Common Law 1 (Dover
ed. 1991). “[T]he secret root from which the law draws all the juices of life” are
considerations of expediency and practicality. Id. at 35. It defies practical sense
to conclude the Commission owes severance pay to Bradshaw under the
circumstances presented. Bradshaw is asking that we “sacrifice good sense to a
syllogism.” Id. at 36. We decline to do so.
For the foregoing reasons, we conclude the district court did not err in
granting the Commission’s motion for summary judgment and in denying
Bradshaw’s cross motion for summary judgment on the issue of whether
Bradshaw was entitled to severance pay under the terms of the employment
14
agreement. The agreement provided Bradshaw would be entitled to severance
pay only where the Commission “involuntarily terminated” his employment. It is
not disputed Bradshaw intended to completely sever the employment relationship
and communicated his resignation via email. It is also not disputed that
Commission accepted Bradshaw’s resignation. For the purposes of contract
interpretation and construction, it is immaterial the parties disagreed on the
effective date of the resignation. As a matter of law, Bradshaw was not
“involuntarily terminated” within the meaning of the employment agreement.
IV.
We next address the question of whether the district court erred in holding
Bradshaw was entitled to compensation for the remainder of the notice period.
We conclude the district court did err. Bradshaw resigned his employment with
the Commission. The Commission decided Bradshaw’s last date of employment
was October 5, 2014, and the Commission paid Bradshaw through that date.
There is no legal basis for concluding Bradshaw is entitled to additional
severance or compensation from the employer beyond his last date of
employment. No statute provides for it. Nothing in the employment agreement
provides for it. Bradshaw concedes in his reply brief that he is not entitled to
compensation for the additional month.
Even if Bradshaw had not conceded the issue, to conclude to the contrary
creates an untenable result. It would allow for an employee to change his or her
status from employed-at-will to employed-for-a-definite-term by simply including
an effective date in a notice of resignation. In this case, Bradshaw gave sixty
days’ notice, and the district court held he was thus entitled to sixty days’
15
compensation, without regard to whether he was employed or not. What then
stops an employee from giving six months’ or nine months’ notice? An employee
cannot guarantee himself or herself compensation from an employer for a
particular term by simply providing notice of his or her resignation to occur at
some future date. The district court erred in holding otherwise.
V.
For the foregoing reasons, we affirm in part and reverse in part the
judgment of the district court. We conclude the district court did not err in holding
Bradshaw was not entitled to severance pay under the terms of the employment
agreement. We conclude the district court did err in holding Bradshaw was
nonetheless entitled to compensation. We remand this matter with instruction to
vacate the judgment in favor of Bradshaw and against the Commission and for
entry of judgment dismissing Bradshaw’s claim. Because we have resolved this
case on other grounds, we need not address the Commission’s arguments
regarding estoppel and accord and satisfaction.
AFFIRMED IN PART, REVERSED IN PART, AND REMANDED WITH
DIRECTIONS ON CROSS APPEAL.
Bower, J., concurs; Mullins, P.J., partially dissents.
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MULLINS, Presiding Judge. (concurring in part and dissenting in part)
I concur in so much of the majority opinion that concludes as a matter of
law Bradshaw voluntarily resigned and was not terminated.
I respectfully dissent from the part of the opinion that reverses the district
court’s order compensating Bradshaw to November 3, 2014. The contract
provided “his notice of resignation shall be tendered to the Commission no less
than 30 days prior to his departure date.” Bradshaw complied with the terms of
the contract. The contract could have provided a strict thirty-day notice, but it did
not. The contract gave Bradshaw the right to select a voluntarily resignation date
of “no less than 30 days.” He did that. Although I would agree a reasonableness
clause could be interpreted to apply to the selection of a termination date—a date
fixed far in the future might under some circumstances be interpreted
unenforceable—that is not the case here and is not part of the majority’s
analysis. I find nothing in the contract or the case law that gave the Commission
the authority to unilaterally decide to change the voluntary resignation date.
As a matter of contract analysis and enforcement, I would find Bradshaw
is entitled to compensation through his announced effective resignation date. I
would deny the Commission’s cross-appeal and affirm the district court.