Monahan v. Finlandia University

Filing 21

OPINION ; signed by Judge Robert Holmes Bell (Judge Robert Holmes Bell, kcb)

UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF MICHIGAN
NORTHERN DIVISION

JOSEPH MONAHAN,
Plaintiff,
Case No. 2:14-CV-64
v.
HON. ROBERT HOLMES BELL
FINLANDIA UNIVERSITY,
Defendant.
/
OPINION
This diversity action for breach of employment contract is before the Court on the
parties’ cross-motions for partial summary judgment as to liability on Count I of the
complaint. (ECF Nos. 13, 14.) For the reasons that follow, Plaintiff’s motion will be granted
and Defendant’s motion will be denied.
I.
The operative facts are not in dispute. Plaintiff Joseph Monahan is a resident of New
York who began working for Defendant Finlandia University in Hancock, Michigan, as the
Dean of the International School of Business in August 2006. Monahan was granted tenure
on July 2, 2007, and for the 2007-08 academic year was employed as Executive Vice
President for External Relations, Dean of the International School of Business, and tenured
professor. (Compl. Ex. 1.)
On July 1, 2008, the University advised Monahan that his administrative appointments

were not being renewed, but it extended him an offer of employment as a tenured professor
in the International School of Business for the 2008-09 academic year, with a start date of
August 22, 2008. (Compl. Exs. 2, 4.) The July 1, 2008, Letter of Appointment stated in
relevant part: “Please sign, date, and return this letter and the acknowledgement form to
Human Resources as evidence that you accept this appointment.” (Compl. Ex. 2.) The cover
letter which accompanied the Letter of Appointment stated in relevant part: “Please return
the enclosed letter of appointment on or before July 15th. Should the signed letter not be
received by this date, the position will not be held.” (Compl. Ex. 4.)
Monahan signed the letter of appointment on July 10, 2008, properly addressed it to
“Human Resource, Finlandia University, 601 Quincy Street, Hancock, MI 49930,” and sent
it on July 14, 2008, by express mail, second day delivery. (Compl. Ex. 6.)
On July 21, 2008, the University sent Monahan a letter which stated in relevant part:
As of today, July 21st , the University has not received any signed appointment
letter from you. The July 1st letter also informed you that should no signed
appointment letter be received by July 15th the position would not be held.
. . . To my knowledge there has been no direct communication from you to
Finlandia’s Office of the Provost or Human Resources since May 17 th .
Therefore the University will not continue to hold this position for you and
considers the absence of response your indication of voluntary resignation as
of July 15th , 2008.
(Compl. Ex. 3.)
Monahan responded by letter dated July 27, 2008, that he had sent his signed letter of
appointment on July 14, 2008, by express mail. (Compl. Ex. 5.) He enclosed a copy of the

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signed Letter of Acceptance and a copy of the receipt from the United States Postal Service.
(Compl. Ex. 5, 6.)
On August 4, 2008, the University acknowledged that after receiving Monahan’s July
27 letter, it discovered that it had received Monahan’s signed Letter of Appointment on July
16, but the letter had been misplaced in the mailroom. (Compl. Ex. 7.) Nevertheless, the
University stood by its termination of Monahan’s employment because the letter had not been
received until July 16, a day after the July 15 deadline:
As indicated, however, in the letter to you dated July 1 st , the deadline for
responding to the faculty appointment letter was “on or before July 15 th ” after
which the University was not obligated to hold the position for you. The
deadline for reply was not met.
(Id.)
Monahan filed this action. He alleges in Count I that the University terminated him
in breach of the employment agreement for the 2008-09 academic year. He alleges in Count
II that the University failed to reimburse him for certain business expenses in breach of the
employment agreement for the 2007-08 academic year.
The parties have filed cross-motions for summary judgment on Count I of Monahan’s
complaint relating to Monahan’s employment for the 2008-09 academic year.
II.
The Federal Rules of Civil Procedure require the Court to grant summary judgment
“if the movant shows that there is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). In evaluating a motion for
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summary judgment the Court must look beyond the pleadings and assess the proof to
determine whether there is a genuine need for trial. Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986). If the movant carries its burden of showing there
is an absence of evidence to support a claim, the non-moving party must demonstrate by
affidavits, depositions, answers to interrogatories, and admissions on file that there is a
genuine issue of material fact for trial. Celotex Corp. v. Catrett, 477 U.S. 317, 324-25
(1986).
In reviewing a motion for summary judgment this Court cannot weigh the evidence,
make credibility determinations, or resolve material factual disputes. Alman v. Reed, 703
F.3d 887, 895 (6th Cir. 2013); see Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986)
(stating that on a motion for summary judgment “[c]redibility determinations, the weighing
of the evidence, and the drawing of legitimate inferences from the facts are jury functions,
not those of a judge”). “Instead, the evidence must be viewed, and all reasonable inferences
drawn, in the light most favorable to the non-moving party.” Ohio Citizen Action v. City of
Englewood, 671 F.3d 564, 569-70 (6th Cir. 2012) (citing Matsushita, 475 U.S. at 587; Biegas
v. Quickway Carriers, Inc., 573 F.3d 365, 374 (6th Cir. 2009)). Nevertheless, the mere
existence of a scintilla of evidence in support of the non-moving party’s position is not
sufficient to create a genuine issue of material fact. Liberty Lobby, 477 U.S. at 252. The
proper inquiry is whether the evidence is such that a reasonable jury could return a verdict
for the non-moving party. Id.; see generally Street v. J.C. Bradford & Co., 886 F.2d 1472,

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1476-80 (6th Cir. 1989).
III.
The University contends that it is entitled to summary judgment because Monahan
failed to timely return the offer of employment which contained an explicit and specific
deadline by which the accepted offer had to be “received by” the University. Monahan
contends that he is entitled to summary judgment because he timely accepted the University’s
offer when he deposited his signed acceptance into the custody of the U.S. Postal Service on
July 14, 2008. In the alternative, Monahan contends that he is entitled to summary judgment
because the University acknowledged that the offer was still open after the July 15 expiration
date. The issue presented by these cross-motions is whether Monahan effectively accepted
the University’s offer of employment for the 2008-09 academic year.
As a general rule, acceptance of an offer must be made in the manner required by the
offer. See Restatement (Second) of Contracts § 50 (“(1) Acceptance of an offer is a
manifestation of assent to the terms thereof made by the offeree in a manner invited or
required by the offer.”); Id. at § 60 (“If an offer prescribes the place, time or manner of
acceptance its terms in this respect must be complied with in order to create a contract.”);
Pakideh v. Franklin Commercial Mortg. Grp., Inc., 540 N.W.2d 777, 780 (Mich. Ct. App.
1995) (“Unless an acceptance is unambiguous and in strict conformance with the offer, no
contract is formed.”). “An offer comes to an end at the expiration of the time given for its
acceptance.” Pakideh, 540 N.W.2d at 780. “An offeree cannot accept, either through words

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or deeds, an offer that has lapsed.” Id. at 781. However, if an offer does not require a
particular form of acceptance, any reasonable acceptance will be sufficient. See Restatement
(Second) of Contracts at § 60 (“If an offer merely suggests a permitted place, time or manner
of acceptance, another method of acceptance is not precluded.”); Id. at § 65 (“Unless
circumstances known to the offeree indicate otherwise, a medium of acceptance is reasonable
if it is the one used by the offeror or one customary in similar transactions at the time and
place the offer is received.”). Michigan recognizes the mailbox rule which provides that, if
no particular method of acceptance has been designated, posting an acceptance completes
a binding contract. See Kutsche v. Ford, 192 N.W. 714, 715 (Mich. 1923); Norris &
Assocs., Inc. v. GRM Indus., Inc., 898 F. Supp. 523, 525 (W.D. Mich. 1995) (citing State of
Ohio v. Eubank, 294 N.W. 167 (Mich. 1940)); Restatement (Second) of Contracts § 63
(“Unless the offer provides otherwise, (a) an acceptance made in a manner and by a medium
invited by an offer is operative and completes the manifestation of mutual assent as soon as
put out of the offeree’s possession, without regard to whether it ever reaches the offeror . .
. . ”).
The Letter of Appointment did not specify a specific method or time frame for
acceptance. It merely instructed Monahan to sign and return the Letter to indicate he
accepted the appointment. The University contends, however, that the Letter of Appointment
must be read in conjunction with the cover letter, which provided that if the signed Letter of
Appointment was not “received” by the University on or before July 15th, “the position will

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not be held.”

The parties disagree as to whether the specific method of acceptance

designated in the cover letter was part of the offer and governed the method of acceptance.
If the Letter of Appointment alone constitutes the offer, then, because it only required return
of the letter, and not receipt by the University, and because it did not have a date when the
acceptance had to be made, Monahan timely accepted the offer on July 14, when he placed
the signed Letter of Appointment in the mail. If, however, the cover letter was part of the
offer, then Monahan’s acceptance did not reach the University until a day after the University
said it was due.
The Letter of Appointment was a complete offer. It was not ambiguous. It did not
require extrinsic evidence to clarify its meaning or to make it complete. Courts are, however,
permitted to look to the totality of the circumstances to determine what constitutes an offer.
See Challenge Mach. Co. v. Mattison Mach. Works,, 359 N.W.2d 232, 235 (Mich. Ct. App.
1984) (citing Mead Corp. v. McNally-Pittsburg Mfg. Corp., 654 F.2d 1197 (6th Cir. 1981)).
Because the cover letter was sent with the Letter of Appointment, and because its additional
terms do not conflict with the Letter of Appointment, for purposes of this opinion, the Court
will assume that the method of acceptance specified in the cover letter is incorporated into
the terms of the offer.
The University received Monahan’s acceptance on July 16, a day after the date set
forth in the cover letter, when the letter was delivered to the University mailroom. See
Restatement (Second) of Contracts § 68 (providing that an acceptance “ is received when the

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writing comes into the possession of the person addressed, or of some person authorized by
him to receive it for him . . . .”).
The fact that the letter was received on July 16 rather than July 15, however, does not
end the inquiry. The cover letter provides that if acceptance was not received by July 15, the
position would “not be held.” The University’s July 21 letter advised that it “will not
continue to hold this position for you”, and the University’s August 4 letter advised that after
July 15 “the University was not obligated to hold the position for you.” (Compl. Exs. 3, 7.)
The University did not say that the offer expired, lapsed or was revoked as of the end of the
day on July 15. Even if the University could have withdrawn the offer or offered the position
to someone else after July 15, the University did not do so. Instead, the University continued
to hold the position for Monahan for a few more days, as evidenced by the University’s July
21 letter. In other words, the University waived the July 15 response date.
The University’s own statements reflect that until the July 21 letter was sent out, the
University had been holding the position for Monahan.

Based on the University’s

statements, it is clear that the University intended to be bound by Monahan’s acceptance of
the offer of employment if the University had received that acceptance prior to July 21.
Because Monahan did in fact accept the position on July 16, while the University was still
holding the position for him, Monahan timely accepted the University’s offer of employment
for the 2008-09 academic year.
The Court concludes that Monahan timely accepted the University’s offer of

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employment, and that the University breached the contract by failing to employ Monahan for
the 2008-09 academic year. Accordingly, Monahan’s motion for summary judgment on
Count I will be granted, and the University’s motion for summary judgment on Count I will
be denied.
An order consistent with this opinion will be entered.

Dated: November 25, 2014

/s/ Robert Holmes Bell
ROBERT HOLMES BELL
UNITED STATES DISTRICT JUDGE

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