USCA1 Opinion
July 13, 1994
[NOT FOR PUBLICATION]
UNITED STATES COURT OF APPEALS
FOR THE FIRST CIRCUIT
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No. 94-1051
ROBERT LAWRENCE,
Plaintiff, Appellant,
v.
PROVIDENCE COLLEGE, ET AL.,
Defendants, Appellees.
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APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
[Hon. Ronald R. Lagueux, U.S. District Judge]
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Before
Torruella and Stahl, Circuit Judges,
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and Carter,* District Judge.
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Harold E. Krause for appellant.
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Marifrances McGinn with whom Richard P. McMahon and McMahon &
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McMahon were on brief for appellees.
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*Of the District of Maine, sitting by designation.
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CARTER, Chief District Judge.
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This is an appeal by Robert Lawrence from the
district court's grant of summary judgment in favor of
Defendants, Providence College; Father John Cunningham,
President of Providence College; Dr. Francis MacKay, former
Vice President of Providence College; and Helen Caldwell,
director of the marketing program at Providence College.
I. FACTUAL BACKGROUND
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Appellant Lawrence was hired as an adjunct
assistant professor in the Business Department of Providence
College for three consecutive one-year terms: 1988-89, 1989-
90, 1990-91. Each year the parties signed a written
agreement to cover the upcoming academic year and providing
that Lawrence would be an Adjunct Assistant Professor in
Business.1 Before the expiration of the Lawrence's
contract for the 1990-91 academic year, he was notified that
he would not be offered another teaching contract.
Lawrence's complaint alleges that Providence College, and
members of its faculty, breached three types of oral
promises made to him. First, the complaint alleges that in
June of 1987, before he started to work at Providence
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1There is no dispute that all of these contracts were fully
performed by the parties.
College, Defendants MacKay and Caldwell promised that he
would be placed in a tenure-track position in the Business
Department in 1988. In July of 1988, Lawrence was offered
and accepted an adjunct faculty position. At that time,
Lawrence contends that he was assured by MacKay and Caldwell
that a tenure-track position would be opened for him in
1989-90. The second oral contract consists of an alleged
promise made in the summer of 1990, when MacKay assured
Lawrence of his support in placing him in a tenure-track
position.2 Finally, Lawrence alleges that in the fall of
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2This Court views Appellant's favorable reading of MacKay's
alleged promise with skepticism. The "promise" was
contained in a memorandum from MacKay to Appellant dated
August 22, 1990. The memorandum, in its entirety, states:
Your work on the MFAT in Business
Administration is surely a
noteworthy contribution to the
field. Your continuing association
with ETS attests to the quality of
the efforts you have made.
I was glad to hear that you are
near to completion of the work on
your doctorate. There would be
complications with the tenure
process if a shift to ordinary
faculty were not done in the next
two years.
Later, Lawrence characterizes the memorandum even more
favorably. In his affidavit submitted in support of his
response to Defendants' motion for summary judgment he
states: "I received a memo from Dr. MacKay . . . indicating
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1990, MacKay told him that his case would be presented to
the Committee on Academic Tenure and Rank sometime during
the spring term.
The district court found that the alleged oral
agreement between the parties regarding a tenure-track
position was barred by the parole evidence rule because the
terms of the oral agreement were contradictory to the
complete and fully integrated written agreements. In
discussing the oral assurances given by members of the
college the district court stated: "It's clear to me that
[the assurances] would create only a hope that at some
future time he would be put in a tenure-track position."
Hearing Transcript at 8. The court concluded that
"Providence College had no contractual obligation . . . to
put [Lawrence] on a tenure track or grant him tenure." Id.
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Finding no disputed material issues of fact, the district
court granted Defendants' motion for summary judgment.
II. DISCUSSION
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This Court's review of a district court's
disposition of a motion for summary judgement is plenary,
Mesnick v. General Elec. Co., 950 F.2d 816, 822 (1st Cir.
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that he wanted to switch me to ordinary faculty or a tenure-
track position within a two (2) year period." This is
obviously not the thrust of MacKay's memorandum.
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1991), cert. denied, ___ U.S. ___, 112 S.Ct 2965, 119 L.Ed.
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586 (1992); Griggs-Ryan v. Smith, 904 F.2d 112, 115 (1st
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Cir. 1990), and requires the court to determine whether
"there is no genuine issue as to any material fact and . . .
the moving party is entitled to a judgment as a matter of
law." Fed. R. Civ. P. 56(c). In this diversity action, the
substantive law of Rhode Island controls.
The Court will discuss each of the three alleged
oral promises in turn. First, Lawrence claims that he was
promised a tenure-track position on at least two separate
occasions: June 1987 and July 1988. Subsequent to each of
these alleged promises, Lawrence signed a one-year adjunct
faculty contract with Providence College. Appellant argues
that these oral agreements with Providence College are not
barred because the terms are collateral to the terms of the
written agreements. Specifically, Plaintiff contends that
the one-year term of the contract was incomplete because it
was silent as to tenure status and future employment.
Appellees respond arguing that the term and status of
Lawrence's adjunct teaching position was an unambiguous and
integral part of the written agreements. Therefore, a
multi-year, tenure-track position was expressly precluded
from the one-year contracts.
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Appellant's claim focuses the Court's attention on
both the duration and status of his employment and whether
the collateral oral agreements should be considered to alter
the written contracts. Appellant argues that the written
contracts were silent as to tenure-track position. Although
this statement is true, the contracts provide that
Lawrence's position is that of an Adjunct Assistant
Professor in Business. The Providence College Faculty
Manual, specifically incorporated into the written
employment contracts, breaks down the faculty designation in
three broad categories: Ordinary Faculty, Special Faculty
and Emeriti. The Adjunct Faculty designation falls only
under the classification of Special Faculty.3 Tenure
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3Although more than one version of the Faculty Manual
existed over the life of the three consecutive one-year
contracts, the provisions relating to faculty designation
remained the same. Ordinary Faculty is described, in part,
as
The Ordinary Faculty consist of
those who hold one of the following
academic ranks: Professor,
Associate Professor, Assistant
Professor, Instructor. . . . Those
holding membership in the Ordinary
Faculty enjoy the rights,
privileges and responsibilities
relating to salary, tenure, tuition
remission, leaves, retirement and
College administration as they are
set forth in this Manual.
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Faculty Manual at 7. Special Faculty is described, in part,
as
Personnel holding one of the below-
designated ranks are appointed for
specific terms (one semester, one
year, three years, etc.) to fill a
specific need. Status, rank and
term of service are established at
the time the contract is awarded
for the term of the contract.
While contracts may be renewed, no
renewal is automatic and the tenure
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provisions applicable to members of
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the Ordinary Faculty are
specifically excluded from this
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category.
. . . .
Adjunct Faculty - Personnel engaged
as full or part-time faculty, whose
appointment is to be reviewed by
the Committee on Academic Rank and
Tenure prior to the awarding of the
initial contract and any subsequent
contract in a category other than
that of the original contract.
Those serving on a full-time basis
will have their benefit
entitlements, if any, specified in
writing at the time of appointment.
. . . .
. . . .
. . . .
Other Adjunct Ranks -
Those who serve
full-time
appointments usually
associated with an
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eligibility and tenure procedures at Providence College
apply only to Ordinary Faculty, as defined in the Faculty
Manual.
With regard to duration of employment, the
contract's limitation to one year is an explicit statement
that it will not extend beyond one year. Appellant suggests
that entering into a one-year contract does not exclude a
tenure-track or multi-year position. Although this may be
true in some instances, the facts of this case do not
support such a claim. The Providence College Faculty Manual
specifically provides that tenure-track positions fall under
a different category than adjunct positions and that tenure
provisions are not applicable to the adjunct category. See
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supra n.3.
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academic department
in one of the
following ranks:
Adjunct Instructor,
Adjunct Assistant
Professor, Adjunct
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Associate Professor
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and Adjunct
Professor. Such
adjunct faculty must
possess academic
qualifications that
would otherwise
admit them to the
Ordinary Faculty.
Id. at 7-9 (emphasis added).
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In sum, the written agreement was complete with
respect to the nature and duration of Appellant's
employment. The promise of a tenure-track position asserted
by Appellant to be a collateral part of the parties
agreement is inconsistent with the express terms of the
written contracts. In each instance, the promise was
followed by a fully integrated written contract. Hence, the
district court was correct in applying Rhode Island's parole
evidence rule to exclude evidence of the earlier negotiated
inconsistent terms of employment. Industrial National Bank
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v. Peloso, 121 R.I. 305, 397 A.2d 1312, 1314 (1979)("parol
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evidence rule merely renders inadmissible any evidence of
prior or contemporaneous collateral agreements aimed at
altering, varying or contradicting a written document");
American Underwriting Corp. v. Rhode Island Hospital Trust
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Co., 111 R.I. 415, 303 A.2d 121 (1973); Supreme Woodworking
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Co. v. Zuckerberg, 82 R.I 247, 107 A.2d 287 (1954).
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Appellant alleges that MacKay made two additional
promises to him. Although not specifically mentioned by the
district court in its decision, the inclusion of the
promises in Lawrence's complaint warrants a brief
discussion. The alleged promises -- that MacKay would
support Appellant's shift from special to ordinary faculty
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and that MacKay would present Appellant as a candidate to
the Committee on Academic Tenure and Rank -- occurred after
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the final contract was signed and are not supported by any
consideration. Hayes v. Plantations Steel Co., 438 A.2d
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1091, 1094 (R.I. 1982)("In this jurisdiction, consideration
consists either in some right, interest, or benefit accruing
to one party or some forbearance, detriment, or
responsibility given, suffered, or undertaken by the
other."); Dockery v. Greenfield, 86 R.I. 464, 136 A.2d 682
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(1957); Darcey v. Darcey, 29 R.I. 384, 71 A. 595 (1909). As
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such these claims facially fail the test of an enforceable
contract. The court concludes, therefore, that the district
court properly granted Defendants motion for summary
judgment.
The judgment of the district court is AFFIRMED.
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