Hackney v. Lincoln National Life Insurance Company et al
MEMORANDUM OPINION signed by Senior Judge Charles R. Simpson, III on 8/7/2017, re Plaintiff's 180 MOTION to Certify a Question to the Kentucky Supreme Court. cc: Counsel (RLK)
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF KENTUCKY
JAMES W. HACKNEY
CIVIL ACTION NO. 3:12-cv-00170-CRS-CHL
LINCOLN NATIONAL LIFE
INSURANCE COMPANY and
VASCULAR SOLUTIONS, INC.
This matter is before the Court on the motion of Plaintiff James W. Hackney to certify a
question to the Supreme Court of Kentucky, ECF No. 180. Defendant Vascular Solutions, Inc.
(VSI) responded, ECF No. 181. Hackney replied, ECF No. 182. For the reasons explained
below, the Court will deny Hackney’s motion to certify a question to the Supreme Court of
In 2011, Hackney was terminated from his position with VSI for failing to return from a
seven-month medical leave. See Order 5/14/2015 2–3, ECF No. 157. Hackney maintained that he
did not return to VSI because his hypoparathyroidism rendered him totally disabled. Id. But VSI
considered Hackney’s failure to return to his position as “job abandonment” and refused to pay
him severance as was required under Hackney’s employment agreement. Id. During his leave,
Hackney applied for and was denied benefits under VSI’s Salary Continuation Plan, which was
administered by Lincoln National Life Insurance Company (“Lincoln”). Id.
Hackney filed a variety of claims against VSI and Lincoln. Hackney claimed that VSI
breached the employment agreement, the Salary Continuation Plan, and its duty of good faith
and fair dealing under the employment agreement and the Salary Continuation Plan. Compl. ¶¶
41–48, ECF No. 1-1. He also asserted that VSI failed to pay him wages in violation of Kentucky
Revised Statute § 337.385. Id. ¶¶ 49–55. Hackney also claimed that VSI and Lincoln engaged in
the unlicensed practice of medicine in violation of Kentucky Revised Statute § 311.560. Id. ¶¶
71–75. Summary judgment was later granted to VSI and Lincoln on all claims. Order 5/30/2015
1, ECF No. 124; Order 5/13/2015 1, ECF No. 158.
The United States Court of Appeals for the Sixth Circuit reversed the Court’s grant of
summary judgment on Hackney’s breach of contract claims and his breach of the duty of good
faith and fair dealing claims. Hackney v. Lincoln Nat'l Fire Ins. Co., 657 F. App’x 563, 579 (6th
Cir. 2016). The Sixth Circuit affirmed the grant of summary judgment on all other claims. Id. In
considering the validity of the employment contract, the Sixth Circuit wrote that “the term ‘job
abandonment’ is ambiguous. The contract does not define the term, and this lack of specificity is
problematic because of the term’s multiple reasonable meanings.” Id. at 573. The appellate court
It is unclear whether Kentucky law contemplates entering judgment against the
drafter of an ambiguous contract as a matter of law or if, because “job
abandonment” is ambiguous, the meaning of the term is now a question for the
fact-finder, who should construe it with the aid of extrinsic evidence of the
parties’ intent. In light of this uncertainty, and in an abundance of caution, we
conclude that “job abandonment” is ambiguous as a matter of law, and remand the
case so that the parties may present extrinsic evidence of their intent to the district
court, if such evidence exists.
Id. at 573.
In February 2017, after the Sixth Circuit remanded the case, the parties appeared before
this Court for a pretrial conference. Not. Filing Official Tr. 1, ECF No. 173. In relevant part, the
parties discussed the intended meaning of “job abandonment” included in Hackney’s
employment agreement. Order 2/08/2017 1, ECF No. 175. The Court ordered the parties to
jointly report a potential certification of law to be submitted to the Supreme Court of Kentucky
that would seek an answer to the Sixth Circuit’s question of whether Kentucky law
“contemplates entering judgment against the drafter of an ambiguous contract as a matter of law”
or “if the meaning of the term is now a question for the fact-finder, who should construe it with
the aid of extrinsic evidence of the parties’ intent.” See id. at 2.
The parties were unable to agree on a potential certification of law to be submitted to the
Supreme Court of Kentucky or any “statement of all facts relevant to the questions certified,” as
required by Rule 76.37 of the Kentucky Rules of Civil Procedure. Hackney then independently
moved to certify the following question to the Supreme Court of Kentucky:
Whether in construing an ambiguous and outcome determinative contractual term
in a standard-form employment agreement, a reviewing court should resolve the
ambiguity against the drafting party and enter judgment in favor of the nondrafting party.
Mot. Certify 1, ECF No. 182.
Certification is a tool for a federal court “seeking guidance from a court to which [it is]
bound to defer on issues of state law.” Rutherford v. Columbia Gas, 575 F.3d 616, 623 (6th Cir.
2009) (Clay, J., dissenting). Sometimes, certification of a question to the state supreme court
may “save ‘time, energy, and resources and help build a cooperative judicial federalism.’”
Arizonans for Official English v. Ariz., 520 U.S. 43, 77 (1997) (citing Lehman Brothers v.
Schein, 416 U.S. 386, 391 (1974)). Whether to certify a question to the Supreme Court of
Kentucky is within this Court’s discretion. See Lehman Bros., 416 U.S. at 391. A federal court is
not obligated to certify a question to a state supreme court. Gascho v. Global Fitness Holdings,
LLC, 918 F. Supp. 2d 708, 713 (S.D. Ohio, 2013) (citing Lehman Bros., 416 U.S. at 391). In
considering whether a state supreme court has already answered the question to be certified, the
federal court does not need to determine that the state court “addressed the precise question
presented so long as clear and well-established principles govern the decision.” Boyd County ex
rel. Hedrick v. Merscorp, Inc., 985 F. Supp. 2d 823, 835 (E.D. Ky. 2014) (citing Pennington v.
State Farm Mut. Ins. Co., 553 F.3d 447, 450 (6th Cir. 2009)).
Hackney argues that certification of his question to the Supreme Court of Kentucky
should be granted because the Sixth Circuit determined that the question is unanswered by
current Kentucky case law, and because, by certifying the question, “the parties and the Court
can proceed with a clear mandate – and potentially avoid wasting judicial resources.” Reply 1,
ECF No. 182. VSI argues, however, that the Court should deny the motion to certify the question
to the Supreme Court of Kentucky because “the Sixth Circuit gave specific instructions as to
how this case should proceed on remand” and because “Kentucky law already makes clear that a
mere ambiguity in a contract does not require that judgment be entered against the drafter.”
Resp. Opp. Mot. Certify 1, ECF No. 181.
Certification of Hackney’s question to the Supreme Court of Kentucky would assist in
answering the question posed by the Sixth Circuit of whether Kentucky law requires a trial court
to enter judgment against the drafter of an ambiguous term in a contract as a matter of law or
requires the fact finder to interpret the ambiguous term using extrinsic evidence. See Pretrial
Conference Tr. 7–8, 10–11, ECF No. 173. Certification would ensure that the question would be
answered by those in the best position of interpreting Kentucky law and would assist in the
efficient use of judicial resources.
But upon careful consideration, this Court finds that the mandate rule ultimately bars
certification of the question that Hackney submitted. The mandate rule provides that the “district
court is without authority to expand its inquiry beyond the matters forming the basis of the
appellate court's remand.” United States v. Campbell, 168 F.3d 263, 265 (6th Cir. 1999); see also
Rochow v. Life Ins. Co. of N. Am., 780 F.3d 364, 378 (6th Cir. 2015) (“A district court may not
contravene an appellate court's mandate.”). The mandate rule “forecloses relitigation of issues
expressly or impliedly decided by the appellate court.” United States v. O'Dell, 320 F.3d 674 (6th
Cir. 2003) (internal citations omitted).
In this case, the Sixth Circuit wrote in its opinion, “[W]e conclude that “job
abandonment” is ambiguous as a matter of law, and remand the case so that the parties may
present extrinsic evidence of their intent to the district court, if such evidence exists.” Hackney,
657 F. App’x at 579 (emphasis added). The appellate court specifically remanded the case “so
that the parties may present extrinsic evidence.” Id. This Court cannot disregard this order or
expand its inquiry beyond these directions, including by certifying the proposed question to the
Supreme Court of Kentucky; and regardless, even if the Supreme Court of Kentucky determined
that the Court should grant judgment as a matter of law, the answer would not affect the validity
of the appellate court’s directive that the parties present extrinsic evidence on the parties’ intent.
As such, the Court declines to grant certification.
VMI’s alternative argument that the Kentucky courts have resolved Hackney’s proposed
question for certification is unavailing. In its opinion in this case, the Sixth Circuit already
determined that it is unclear whether Kentucky law “contemplates entering judgment against the
drafter of an ambiguous contract as a matter of law” or “if, because ‘job abandonment’ is
ambiguous, the meaning of the term is now a question for the fact-finder, who should construe it
with the aid of extrinsic evidence of the parties’ intent.” Id. This Court is bound by the Sixth
Circuit’s decision and cannot relitigate the issue.
The Court will deny Hackney’s motion to certify a question to the Supreme Court of
Kentucky. An order will be entered in accordance with this memorandum opinion.
August 4, 2017
C al R Smpo I , ei J d e
h r s . i sn I Sno u g
U i dSae Ds i C ut
nt tt ir t o r
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