No. 86-565
I N T H E SUPREME COURT O F T H E S T A T E O F MONTANA
1987
JAMES C . NORDLUND,
P l a i n t i f f and A p p e l l a n t ,
-vs-
SCHOOL D I S T R I C T NO. 1 4 , and H I G H
SCHOOL D I S T R I C T NO. A, PHILLIPS
COUNTY, MONTANA,
D e f e n d a n t and R e s p o n d e n t .
A P P E A L FROM: D i s t r i c t C o u r t of t h e S e v e n t e e n t h J u d i c i a l D i s t r i c t ,
I n and f o r t h e C o u n t y of P h i l l i p s ,
T h e H o n o r a b l e L e o n a r d L a n g e n , Judge p r e s i d i n g .
COUNSEL O F RECORD:
For A p p e l l a n t :
Morrison, Hauge, Ober, Young & Melcher; R o b e r t D.
Morrison, Havre, Montana
For R e s p o n d e n t :
James, Gray & McCafferty; R o b e r t F. James, Great
Falls, M o n t a n a
S u b m i t t e d on B r i e f s : A p r i l 23, 1987
Decided: July 1 3 1 1 9 8 7
Filed: JUL 13 1987
Mr. Justice L. C. Gulbrandson delivered the Opinion of the
Court.
James Nordlund appeals the dismissal of his suit in
Phillips County District Court for failure to state a claim
upon which relief can be granted. The issues on appeal are:
(1) whether the District Court erred in interpreting
Nordlund's employment contract as an express contract for a
term of one year;
(2) whether the District Court erred in concluding
that Nordlund could prove no set of facts from which the
obligation of good faith and fair dealing could be implied as
a term of his employment contract;
(3) whether the District Court erred in dismissing the
remaining counts of the complaint. We affirm.
In 1956, Nordlund was hired by the Malta, Montana,
School District to teach at the high school. In 1966,
Nordlund became the district superintendent and continued in
that capacity until the end of the 1984 school year. As
superintendent, Nordlund did not have tenure and therefore
his employment status was governed by a written contract with
the school board. From 1966 to 1983, Nordlund worked under a
series of two-year contracts. In January 1983, after the
board voted 3-2 to retain Nordlund's services, Nordlund was
offered and subsequently accepted a one-year written contract
for the 1983-84 school term, beginning on July 1, 1983. The
applicable provision states:
(1) That the superintendent is hereby
employed to act as superintendent in
accordance with school year beginning on
or about the 1st day of July, 1983, for a
period of no less than one year.
The contract itself does not contain an option for renewal
clause or refer to the possibility of renewal in any sense.
The close vote by the school board on retaining Nordlund was
attributed to a perceived communication or public relations
problem on Nordlund's part.
At the January 1984 meeting, the board voted not to
renew Nordlund's contract beyond June 30, 1984. The
non-renewal vote was undertaken in full compliance with state
law. See § 20-4-401 (3), MCA.
Prior to the present action, Nordlund filed suit
against the district for accrued vacation and sick leave and
a settlement was reached in April 1985. Since July 1984,
Nordlund has been employed as a vice-principal at Bozeman
High School. In August 1985, Nordlund filed this suit
against the Malta district for breach of contract, breach of
the implied covenant of good faith and fair dealing, and
negligent infliction of emotional distress. Nordlund filed
an amended complaint alleging further that his termination
was the result of a closed meeting of various school board
members in violation of Montana law, and that the contract
was "open-ended," not a contract for a definite term. The
court found an express contract for a term of one year and
granted the district's motion to dismiss the amended
complaint.
The District Court dismissed the amended complaint
under Rule 12 (b) (6), M.R.Civ.P. A party may move for
dismissal of an action if a complaint fails to state a claim
upon which relief can be granted. In deciding this question,
the District Court is only to consider matters raised within
the pleadings. In other words, the District Court is not to
engage in fact-finding when ruling on a motion to dismiss.
Flernmer v. Ming (Mont. 1980), 621 P.2d 1038, 1041, 34 St.Rep.
1916, 1919. We note that the court was particularly
sensitive to limiting its ruling to matters raised in the
pleadings, explaining that the ruling pertained to dismissal
(Rule 12 (b)(6), M.R.Civ.P) , not summary judgment, (Rule 56,
M.R.Civ.P.).
The first issue is whether the District Court erred in
interpreting Nordlund's employment contract as an express
contract for a term of one year. Where the language of a
written contract is clear and unambiguous there is nothing
for the court to construe; the duty of the court is simply to
apply the language as written to the facts of the case, and
decide the case accordingly. Danielson v. Danielson (1977),
172 Mont. 55, 58, 560 P.2d 893, 894. Courts have no
authority to change the contract or disregard the express
language used. Williams v. Insurance Company of North
America (1967), 150 Mont. 292, 434 ~ . 2 d 395. It is a
question of law for the court to determine whether there
exists ambiguity sufficient to submit the question of the
parties' intent to the trier of fact. Maxwell v. Sisters of
Charity of Providence (D. Mont. 1986), 645 F.Supp. 937;
Schell v. Peters (1966), 147 Mont. 21, 410 P.2d 152.
Section 20-4-401(3) states that a superintendent's
first two contracts shall run for a maximum of three years
and thereafter from year to year provided that a majority of
the school board does not vote to terminate at the end of the
existing contract. We set out the statute to further
illustrate this point:
(3) The written contract of employment
of a district superintendent or a county
high school principal shall be authorized
by the proper resolution of the trustees
of the district or the joint board of
trustees and executed in duplicate by the
chairman of the trustees or joint board
of trustees and the clerks of the
districts in the name of the districts
and by the district superintendent or the
county high school principal. Such
contract shall - - for - - -
be - - a term of not more
- - years, - after - second
than 3 and the
successive contract, - contract shall
the
be deemed - - renewed - - further
- to be for a
term of 1 e a r from year to year
thereafter -unless the trustees s E l l , &
resolution passed & a majority - -of
vote
its membership, resolve to terminate the
services - - districtsuperintendent
of the
or - county high school principal at
- the
the expiration - - existing contract.
of his
The trustees shall take such termination
action and notify the district
superintendent or the county high school
principal in writing of their intent to
terminate his services at the expiration
of his current contract not later than
February 1 of the last year of such
contract.
We concur with the District Court that Nordlund's 1983-84
contract is sufficiently clear and unambiguous in its intent.
Prior to signing this contract, Nordlund worked under a
series of two year contracts from 1966 to 1983. In 1983, the
school board, in compliance with § 20-4-401(3), MCA, decided
to offer Nordlund a one-year contract. In January 1984, the
board voted unanimously not to renew Nordlund's contract.
This action also complied with S 20-4-401 (3). Again, it
should be mentioned that superintendents are not able to
acquire tenure in their positions. Since the contractual
language is sufficiently clear, our duty, as stated in
Danielson, is to simply apply the language to the facts of
the case. There was no ambiguity for which the district
judge was required to submit the case to a jury for a factual
determination. See Schell v. Peters (1966), 147 Mont. 21,
410 P.2d 152. We therefore agree with the lower court that
an express contract for a term of one year was negotiated
between the parties.
The second issue is whether the District Court erred in
concluding that Nordlund could prove no set of facts from
which the obligation of good faith and fair dealing could be
implied as a term of his employment contract. First of all,
we disagree with Nordlund's assessment of the lower court's
decision. The court dismissed the complaint on the basis
that an express one-year contract was negotiated between the
parties and that the facts alleged by Nordlund failed to
suggest a breach of contract. We find the foll-owing case
language applicable :
Since the court concludes the defendants
did not breach plaintiff's employment
contract, the defendants cannot be found
to have acted unreasonably and in breach
of the implied covenant of good faith and
fair dealing attendant the subject
contract.
Maxwell v. Sisters of Charity of Providence (D. Mont. 1986),
645 F.Supp. 937, 939.
Here, the school district gave Nordlund proper notice
of the non-renewal of his contract pursuant to § 20-4-401(3),
MCA, and dutifully performed until the contract came to an
end on June 30, 1984. As in Maxwell, because no breach of
contract occurred, it cannot be said that the school board
breached the implied covenant of good faith and fair dealing.
The third issue is whether the District Court erred in
dismissing the remaining counts of the complaint. We refer
in part to our discussion on the first issue. The lower
court ruled that the parties agreed to an express contract
for a term of one year and that the district's motion to
dismiss would be granted because no set of facts would
support Nordlund's claim of a contract for an unspecified
term, or "open-ended" term, as contended by Nordlund's
counsel. The court stated that in ruling on the motion to
dismiss, it was looking at the wording of the complaint. The
court was correct in its methodology, for as we stated
earlier, a lower court, on a motion to dismiss, is only to
consider matters raised within the pleadings. The court here
was not fact-finding on the negligent infliction of emotional
distress claim, the open meeting claim, or any other claim.
We conclude that the procedure utilized was pro r.
Affirmed.
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Justices