WEIMER, Justice.
This matter involves a breach of contract claim by a head football coach who was relieved of his head coaching responsibilities at a state university, yet was paid the full contractual amount plus benefits. Defendants seek review of the court of appeal's determination that the coach's contract had been terminated, which triggered the contractual obligation to provide notice. Interpreting the contract in its entirety, we find that the appellate court erred in finding that the failure of notice constituted a breach of contract under the facts of this case. Accordingly, we reverse the appellate court's decision and reinstate the summary judgment rendered by the trial court, which dismissed the coach's breach of contract claim against defendants.
On December 11, 1998, Jerry Lee Baldwin (Baldwin) entered into a written agreement with the Board of Supervisors for the University of Louisiana System (Board). Pursuant to the contract, the Board employed Baldwin as the head football coach at the University of Southwestern Louisiana, now University of Louisiana at Lafayette (UL). The contract provided that Baldwin's employment with UL would last until January 31, 2003. By letter dated November 27, 2001, Baldwin was "relieved of [his] duties" as UL's head coach effective November 26, 2001, after winning only six of twenty-seven games, a win record of 18 percent. Afterwards, Baldwin continued to receive his full monthly salary and other employee benefits from UL including health insurance, accrual of leave time, and accrual of retirement credits for the remainder of the contract term.
On July 21, 2003, Baldwin filed a petition for damages for breach of contract
Notably, Section 11 references termination of the contract in paragraph one, termination of his appointment as head football coach in paragraph three, and termination of employment in paragraph four.
Section 2 of the contract provides the term, and Section 3 sets forth Baldwin's base salary — an annual salary to be paid by UL in equal monthly installments. Baldwin's entitlement to employee benefits is addressed in Section 4, which provides: "Jerry Lee Baldwin shall participate in the mandatory benefit plan and be eligible for optional employee plans as would any other University unclassified employee." Additional benefits and compensation are addressed in Sections 5 through 8 of the contract, which govern contingent premium benefits, incentive compensation, outside income, and apparel/equipment endorsements.
Following the court of appeal's vacatur of a sizable jury verdict in favor of Baldwin due to "more than one consequential error that interdicted the fact finding process,"
Initially, defendants urged that, because Baldwin was paid in full pursuant to the terms of the contract, defendants fully performed their contractual obligations, and Baldwin is not entitled to damages under the contract. In other words, because
After a hearing on defendants' motion for summary judgment on Baldwin's breach of contract claim, the trial court found that the terms of the contract were unambiguous. The trial court further found that upon being relieved of his head coaching duties, Baldwin remained an employee of UL. Therefore, "defendants did not terminate plaintiff's contract." Absent a termination of the contract, defendants were not contractually obligated to provide notice. The trial court further found that there was "no material evidence in dispute concerning plaintiff's damages," as the record "clearly shows that the plaintiff was paid and/or compensated every dime he was owed in accordance with the terms of his contract." Accordingly, the trial court found that no genuine issue of material fact existed as to whether Baldwin could "prove the essential elements of his breach of contract claim." Baldwin's claim for breach of contract was dismissed with prejudice via summary judgment in favor of defendants.
On appeal of that summary judgment, the court of appeal found that Baldwin had set forth a legitimate claim for breach of contract based on defendants' failure to adhere to the notice provision in Baldwin's employment contract. Baldwin v. Board of Sup'rs for University of Louisiana System, 13-0602, pp. 6-7 (La.App. 1 Cir. 2/7/14), 138 So.3d 650, 654. This finding was based on the appellate court's conclusion that defendants' payment of liquidated damages to Baldwin was an acknowledgement that it terminated Baldwin's contract without just cause. Id. Accordingly, the trial court's judgment was reversed, Baldwin was awarded appeal costs, and the matter was remanded for a determination of the amount of damages, if any, owed to Baldwin for the breach of contract claim. Id., 13-0602 at 7, 138 So.3d at 655. Defendants sought review by this court, which was granted. Baldwin v. Board of Sup'rs for University of Louisiana System, 14-0827 (La. 6/20/14), 141 So.3d 275.
To succeed, Baldwin must show that there has been a breach of the terms of the contract. The term allegedly breached was the thirty-day notice provision. For the notice obligation in Section 11 (quoted supra) to have been triggered, UL must have terminated the "agreement without just cause." As a result of being relieved of his duties as head football coach, Baldwin urges that his employment with UL and the contract were terminated giving rise to UL's notice obligation under Section 11.
The resolution of the merits of Baldwin's argument involves an interpretation of the contract, which has the effect of law between the parties. See La. C.C. art. 1983. The responsibility of the judiciary in interpreting contracts is to determine the common intent of the parties. See La. C.C. art. 2045. Courts begin their analysis of the parties' common intent by examining the words of the contract itself. See La. C.C. art. 2046 ("When the words of a contract are clear and explicit and lead to
Reading the provisions of the contract in its entirety, we, like the trial court, reject the idea that UL's release of Baldwin from his duties as head coach resulted in a termination of the contract. Section 12 of the contract, titled "ACKNOWLEDGEMENTS," provides:
Based on the parties' "acknowledgements" in Section 12, UL was "obligat[ed] regarding payment," but there was no "guarantee or promise of continued employment" as head coach for the term of the contract. Consistent with Section 12, paragraphs three and four of Section 11 of the contract contemplate a distinction between the termination of his appointment as head coach and the termination of employment.
Furthermore, UL's continued payment of Baldwin's salary was also accompanied with other benefits of employment, such as health insurance, accrual of leave time, and accrual of retirement credits in accordance with Section 4 of the contract. Thus, Baldwin remained a paid employee of UL in a capacity other than as head coach as contemplated by Section 12. Had the contract been completely terminated, Baldwin would not have been entitled to receive employee benefits. By continuing to pay Baldwin as an employee of UL, defendants fulfilled the obligations under the contract.
For the foregoing reasons, we find that the appellate court erred as a matter of law
Accordingly, the decision of the court of appeal is reversed and vacated, and the judgment of the trial court granting summary judgment in favor of defendants and dismissing Baldwin's claim for breach of contract is reinstated. This matter is remanded to the trial court for further proceedings.
JOHNSON, Chief Justice, dissents and assigns reasons.
JOHNSON, C.J., dissents and assigns reasons.
In my view, the court of appeal correctly determined that Mr. Baldwin has set forth a valid claim for breach of contract based on defendants' failure to adhere to the notice provision in the employment contract.
The majority suggests breach of the thirty-day notice requirement is of no moment, finding that because salary and benefits were paid for the contacted term, there was no termination of the contract. I disagree. The employment contract set forth the terms under which Mr. Baldwin would perform the duties and services of head football coach. To relieve Mr. Baldwin of all duties under the employment contract cannot be characterized as anything other than termination. The majority's conclusion that payment of salary and benefits under the contract prohibits a finding that Mr. Baldwin was terminated presumes there are no other damages attendant to loss of employment.
I would affirm the decision of the court of appeal which reversed the summary judgment, and remand the matter to the trial court to allow Mr. Baldwin to present evidence to support his claim for any additional damages caused by defendants' breach of the notice provision, such as loss of future employment opportunities, or damage to his reputation.