Sheetz v. Windham
ORDER granting in part and denying in part 35 Motion for Summary Judgment; denying 39 Motion for Summary Judgment. Signed by Judge Robert N. Chatigny on 3/6/2013. (Gillenwater, J)
UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
TOWN OF WINDHAM,
CASE NO. 3:10-cv-01049(RNC)
RULING AND ORDER
Plaintiff John Sheetz, a former captain in the Willimantic
Fire Department, brings this action against the Town of Windham
seeking payment of pension benefits.
The parties agree that the
plaintiff is eligible for benefits but disagree as to the date
when he should begin receiving them.
Pending are cross-motions
for summary judgment on the plaintiff's claims for breach of
contract and promissory estoppel.
The cross-motions are denied
with regard to the breach of contract claim because the relevant
contract language is ambiguous and extrinsic evidence of the
parties' intent creates a genuine issue of material fact.
regard to the promissory estoppel claim, the plaintiff's motion
for summary judgment is denied and the defendant's motion is
The pension plan is part of a collective bargaining
agreement ("CBA") between the Town of Windham and the
firefighters local union.
The plan provides that "a participant
who terminates employment with ten (10) or more years of service
prior to his Normal Retirement Date . . . shall be 100% vested in
his Accrued Benefit payable at his Normal Retirement Date."
Art. 25 § 2.
The term "Normal Retirement Date" is not defined.
The only definitions regarding retirement in the plan are the
Section 6 – Retirement and Retirement Benefits:
(a) Mandatory Retirement: Any permanent member of the
Fire Department, upon having reached the age of sixty
years, shall automatically be retired. . . .
(b) Elective Retirement: Any permanent member of the
fire department, regardless of age, who has completed
twenty-five (25) or more years of continuous permanent
service shall, upon receipt of his/her written
application by the Board of Trustees, be retired.
(c) Retirement Benefit: Upon retirement, in accordance
with subsection (a) or (b) above, whichever is
applicable, the member will be entitled to an annual
pension during his lifetime.
CBA App. A § 6.
Plaintiff retired from the Willimantic Fire Department in
2006 after twenty years of service.
He was forty-two at the time
Before terminating his employment, plaintiff
reviewed the language of the pension plan and received assurances
from both Windham and union officials that the term "Normal
Retirement Date" referred to the twenty-five year Elective
Retirement standard provided in subsection (b).
controller Robert Buden, the town official most knowledgeable
about the plan, confirmed for the plaintiff that if he stopped
working he would be eligible to start receiving benefits in 2011,
on the twenty-fifth anniversary of his hire date.
Buden gave the
plaintiff a disbursement estimate consistent with that date.
In reliance on the representations of town officials,
plaintiff retired and moved to Maine.
He subsequently sought and
received assurances from the town that his retirement papers
would be delivered to him there.
That never happened, however.
Instead, the town changed its position regarding the proper
interpretation of the pension plan and informed the plaintiff
that he would not receive benefits until he turns sixty years of
This litigation ensued.
In his motion for summary judgment, plaintiff argues that
the pension plan is ambiguous, and the "Normal Retirement Date"
of a firefighter with ten or more years of service refers to the
twenty-fifth anniversary of his date of hire.
In support of his
position, he offers extrinsic evidence in the form of deposition
testimony by union officials who participated in pension
negotiations with the town.
the contract accordingly.
Plaintiff asks the Court to reform
Alternatively, he seeks a ruling that
the representations made to him by town officials on which he
relied in deciding to retire create an estoppel preventing the
town from withholding benefits.
Defendant moves for summary judgment on the ground that the
pension plan unambiguously establishes a "Normal Retirement Date"
of sixty years of age, as provided in subsection (a) on Mandatory
Defendant also argues that Connecticut's Fennel
doctrine bars the promissory estoppel claim.
In addition, the
defendant submits extrinsic evidence supporting its
interpretation of the pension plan.
Summary judgment is appropriate when there is no genuine
issue of material fact and the movant is entitled to judgment as
a matter of law.
Fed. R. Civ. P. 56(c);
Kuebel v. Black &
Decker Inc., 643 F.3d 352, 358 (2d Cir. 2011).
whether this standard is met, all inferences must be drawn
against the moving party.
Seiden Associates, Inc. v. ANC
Holdings, Inc., 959 F.2d 425, 429 (2d Cir. 1992).
A. Breach of Contract
In cases involving a dispute about the meaning of a written
contract, summary judgment may be granted when the words of the
contract "convey a definite and precise meaning absent any
Seiden Associates, 959 F.2d at 428.
language used is susceptible to differing interpretations, each
of which may be said to be as reasonable as another, and where
there is relevant extrinsic evidence of the parties' actual
intent, the meaning of the words becomes an issue of fact and
summary judgment is inappropriate."
In such a case, "an
opportunity to present extrinsic evidence must be afforded to
establish what the original contracting parties intended."
at 430 (reversing grant of summary judgment because
interrelationship of two provisions in agreement was susceptible
to several reasonable interpretations).
Defendant argues that, despite the absence of an explicit
definition of "Normal Retirement Date," the pension plan language
To receive benefits under Section 6(c),
defendant argues, one must qualify for "retirement" by turning
sixty or completing twenty-five years of continuous service.
Otherwise, subsections (a) and (b) would be superfluous.
defendant's argument has some force but it does not foreclose the
plaintiff's interpretation of the pension plan as a matter of
If, as defendant argues, subsections (a) and (b) are the
exclusive ways of triggering retirement, the ten-year vesting
provision is rendered superfluous and an employee who leaves the
Fire Department after more than ten but less than twenty-five
years of service is never able to reach a Normal Retirement Date.
It is not clear that this is what the contracting parties
Indeed, the plan is reasonably susceptible to the
plaintiff's competing interpretation, which was confirmed by town
officials before he retired.
When a contract provision is ambiguous, a court may look to
extrinsic evidence to determine what the contracting parties
intended the provision to mean.
submit conflicting evidence.
In this case, the parties
Plaintiff relies on the deposition
testimony of a participant in the original pension plan
negotiations on behalf of the union, John Griffin.
has testified that during the negotiations, the union "proposed
that a person who had [over ten] years of service and then
retired could collect a pension on the 25th anniversary of [his]
hire date," and the Town agreed.
Griffin Dep. (ECF No. 39 Ex. 6)
This testimony is corroborated by other union
Defendant relies on the affidavit of Windham's former
controller, Katherine Maxwell, who was not present for the
original collective bargaining sessions but participated in
subsequent negotiations with the firefighters local.
affidavit, Ms. Maxwell denies that the union ever proposed that a
firefighter would be entitled to a pension on the twenty-fifth
anniversary of his date of hire.
Maxwell Aff. (ECF No. 44 Ex. 2)
The affidavit explains that if such a proposal had been
made, it would have been recorded in writing and submitted to
actuaries to calculate its financial impact on the Town.
The affidavit states that in the 1989 contract negotiations, the
union did propose language providing for elective retirement
after twenty years of continuous service.
Id. at 3.
rejected the proposal and instead proposed a standard of twentyfive years of continuous service.
The matter was submitted
to arbitration, and the arbitration panel found in favor of the
Town of Windham v. IAFF, Local 1033, 9192-MBA34 at 18
No precedent for plaintiff's situation under the pension
plan has been discovered by either party, nor have any of the
drafters of the pension plan's language been located.
In these circumstances, issues of material fact are
presented with regard to the contract claim, including the
meaning of the term "Normal Retirement Date"; whether the
parties' failure to define this term in the pension plan
constitutes a mistake; and which party was responsible for
drafting the plan.
Accordingly, the cross-motions for summary
judgment as to this claim are denied.
B. Promissory Estoppel
Under the doctrine of promissory estoppel, "a promise which
the promisor should reasonably expect to induce action or
forbearance on the part of the promisee or a third person and
which does induce such action or forbearance is binding if
injustice can be avoided only by enforcement of the promise."
Stewart v. Cendant Mobility Serv. Corp., 267 Conn. 96, 104 (2003)
(quoting Restatement (Second) of Contracts § 90 (1981)).
Promissory estoppel is disfavored, however, in the municipal
See Fennell v. City of Hartford, 238 Conn. 809, 816
To avoid "endless litigation over both real and imagined
claims of misinformation by disgruntled citizens [and employees],
imposing an unpredictable drain on the public fisc," Connecticut
courts "have consistently refused to give effect to governmentfostered expectations that, had they arisen in the private
sector, might well have formed the basis for a contract or an
Municipal estoppel may be invoked "(1) only with great
caution, (2) only when the resulting violation has been
unjustifiably induced by an agent having authority in such
matters, and (3) only when special circumstances make it highly
inequitable or oppressive not to estop the agency."
v. Town of Madison, CV116020818, 2012 WL 1662432 at *3 (Conn.
Super. Ct. Apr. 19, 2012) (citing Chotkowski v. State, 240 Conn.
246, 268–69 (1997)).
Under Connecticut law, agents of a
municipality "have no source of authority beyond the charter."
Ferrucci v. Town of Middlebury, 131 Conn. App. 289, 303 (2011).
The Windham Town Charter, vests legislative and contractual
power exclusively in the Board of Selectmen.
Charter § V-3.
1991 Windham Town
Pursuant to the Charter, the Board has the power
to enact general welfare ordinances and resolutions not
inconsistent with the Charter or the Connecticut General
Under this authority, the Board entered into the
CBA and negotiated the pension plan with the firefighters local.
The exclusive procedure for amending such a collective bargaining
agreement is provided by statute.
472, et seq.
Conn. Gen. Stat. Ann. §§ 7-
It is undisputed that controller Burden did not
have authority under the Charter or Connecticut law to bind the
town by contract or to modify provisions of the collective
Plaintiff argues that "this case is not one where Sheetz
seeks to contradict the unambiguous language of a municipal
contract as was the case in . . . Fennel."
touchstone of the municipal estoppel analysis derived from Fennel
is the authority of the municipal agent to bind the municipality
rather than the language of the contract.
representations made by authorized agents can be binding if the
elements of promissory estoppel are met, while those made by
unauthorized agents are never binding.
If an agent merely
promises what the contract provides, it is not a case of
promissory estoppel at all but a breach of contract case.
Here, for example, whether or not the contract means what
the plaintiff alleges does not augment the authority of
controller Buden to bind the municipality.
If the pension plan
allows for benefits to be paid to the plaintiff on the twentyfifth anniversary of his hiring, then he prevails on a breach of
contract claim, regardless of controller Buden's representations;
if the plan does not allow it, neither controller Buden nor any
other town official has the authority to circumvent the
collective bargaining process and make it so.
As the Fennel doctrine sharply circumscribes municipal
estoppel and no genuine issue of material fact exists as to the
authority of controller Buden under the Charter, the plaintiff's
motion for summary judgment as to the promissory estoppel claim
is denied and the defendant's motion for summary judgment on this
claim is granted.
Accordingly, plaintiff's motion for summary judgment (ECF
No. 39) is hereby denied and defendant's motion (ECF No. 35) is
granted as to the promissory estoppel claim but denied as to the
breach of contract claim.
So ordered this 6th day of March 2013.
Robert N. Chatigny
United States District Judge
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