Jackson v. The Board of Trustees of State Institutions of Higher Learning of the State of Mississippi et al

Filing 35

ORDER denying 30 Motion for Summary Judgment; denying 28 Motion for Summary Judgment Signed by District Judge Louis Guirola, Jr on 07/02/2018 (Guirola, Louis)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF MISSISSIPPI
NORTHERN DIVISION
HAROLD LEON JACKSON
v.

PLAINTIFF
CAUSE NO. 3:17CV359-LG-LRA

THE BOARD OF TRUSTEES OF
STATE INSTITUTIONS OF HIGHER
LEARNING OF THE STATE OF
MISSISSIPPI; et al.

DEFENDANTS

MEMORANDUM OPINION AND ORDER DENYING MOTIONS FOR
SUMMARY JUDGMENT ON BREACH OF CONTRACT CLAIM
BEFORE THE COURT are the [28] Motion for Partial Summary Judgment
filed by Plaintiff Harold Leon Jackson and the [30] Motion for Summary Judgment
filed by Defendants Dr. Glen F. Boyce, Dr. Carolyn Meyers, and the Board of
Trustees of State Institutions of Higher Learning of the State of Mississippi (“IHL”).
Defendant IHL filed a [32] Response in Opposition to Plaintiff’s Motion, but no
further briefing has been filed. The Court has already granted in part Defendants’
Motion for Summary Judgment by prior Order and dismissed Boyce and Meyers
from the lawsuit. Jackson’s sole remaining claim is for breach of contract against
IHL. Having considered the submissions of the parties, the record, and relevant
law, the Court finds that there exist genuine disputes as to material facts which
preclude judgment as a matter of law. Both Jackson and IHL will be denied
summary judgment on Jackson’s breach of contract claim.

I. BACKGROUND
Harold Leon Jackson filed a Complaint in the Circuit Court of Hinds County,
Mississippi in April 2017 against IHL, Dr. Meyers, and Dr. Boyce. Defendants
subsequently removed the action to this Court on May 12, 2017. Jackson was
employed by IHL as the Head Football Coach of Jackson State University (“JSU”)
from January 13, 2014 until his termination on October 6, 2015. IHL is the
Mississippi governmental entity responsible for management and control of the
State’s eight public institutions of higher learning. Dr. Meyers was President of
JSU during Jackson’s coaching tenure, and Dr. Boyce was the Commissioner of
Higher Education at IHL at the time of Jackson’s termination. The Court has
already dismissed Jackson’s claims against Drs. Meyers and Boyce.
The parties agree that Jackson and IHL, acting through its member
institution JSU, executed the Employment Agreement on January 13, 2014, which
stipulates that Jackson would serve as the Head Football Coach at JSU for a period
of three years beginning January 13, 2014 and ending January 12, 2017.1 The
Employment Agreement provides for an annual base salary of $260,000. (Pl.’s Mot.
Ex. B, at 1, ECF No. 28-2) [hereinafter Emp’t Agreement].
Jackson’s Complaint alleges that IHL breached the Employment Agreement.
Section 2.1 of the Employment Agreement, which is at the heart of the parties’
contract dispute, provides, “This agreement shall be for a term of three (3) years . . .,
Although Jackson alleges these facts in his Complaint, he makes, for the first time
in his Motion for Partial Summary Judgment, the alternative argument that that
the Employment Agreement was never valid to begin with because JSU lacked the
authority to contract with him.
1

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with a buyout clause of $65,000 or a figure negotiated and agreed upon by both
parties if terminated earlier by the University.” (Emp’t Agreement at 1) (emphasis
added). Pursuant to this section, but without further negotiation, IHL offered
Jackson $65,000 to “buyout” his contract on October 6, 2015. Jackson refused to
accept that amount. (See Compl. ¶¶16-19, ECF No. 1-1.) IHL insists that this offer
of $65,000 was in compliance with section 2.1’s condition of early termination by the
University. (Defs’ Mem. to Mot. Summ. J. 6, ECF No. 27.) However, Jackson
maintains that this “buyout clause” instead establishes the sum of money he would
have owed JSU if he had sought to prematurely terminate the contract. (Compl.
¶17, ECF No. 1-1.) Jackson asserts that he “is entitled to be compensated at a
minimum, for the value of the remainder of his Employment Agreement, in the
amount of $329,808.22.” (Id. ¶19.) He also states that “[t]here was no meeting of
the minds between the parties as to the meaning of the term ‘buyout clause,’ or the
effect of such clause.” (Id. ¶23.)
On April 30, 2018, Plaintiff filed the instant Motion for Partial Summary
Judgment. Defendants filed their Motion for Summary Judgment on May 1, 2018.
II. DISCUSSION
Jackson’s Motion for Partial Summary Judgment makes three alternative
arguments in support of his position that IHL breached the Employment
Agreement: (1) the Employment Agreement is invalid because JSU had no
authority to contract with Jackson, only IHL has such authority; (2) the early
termination clause is invalid because there was never a meeting of the minds

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between the parties as to the meaning of this provision; and (3) the early
termination clause is legally unconscionable.
Defendants’ Response in Opposition addresses each argument, insisting that
(1) the Employment agreement is valid because IHL’s Policies and Bylaws explicitly
delegate to the executive officer of each member institution the authority to hire
head football coaches without IHL approval, (2) Jackson agreed to the language in
the Employment agreement even if he maintains that he understood it differently
from Defendants, and (3) the Employment Agreement is not unconscionable because
it is not so one-sided as to be legally oppressive.
Defendants’ Motion for Summary Judgment similarly argues that IHL did
not breach the Employment Agreement with Jackson.
a. Summary Judgment Standard
Federal Rule of Civil Procedure 56(a) provides that summary judgment is
appropriate “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). “When the moving party has carried its burden under Rule 56(c), its
opponent must do more than simply show that there is some metaphysical doubt as
to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S.
574, 586 (1986). “[T]he nonmovant must go beyond the pleadings and designate
specific facts showing that there is a genuine issue for trial.” Little v. Liquid Air
Corp., 37 F.3d 1069, 1075 (5th Cir. 1994) (en banc).

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“A genuine dispute of material fact means that ‘evidence is such that a
reasonable jury could return a verdict for the nonmoving party.’” Royal v. CCC & R
Tres Arboles, L.L.C., 736 F.3d 396, 400 (5th Cir. 2013) (quoting Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248 (1986)). If the evidence presented by the nonmovant
“‘is merely colorable, or is not significantly probative,’ summary judgment is
appropriate.” Cutting Underwater Techs. USA, Inc. v. ENI U.S. Operating Co., 671
F.3d 512, 516 (5th Cir. 2012) (quoting Anderson, 477 U.S. at 249). In deciding
whether summary judgment is appropriate, the Court views the evidence and
inferences in the light most favorable to the nonmoving party. RSR Corp. v. Int’l
Ins. Co., 612 F.3d 851, 857 (5th Cir. 2010).
b. Analysis
The Court will address each of the parties’ arguments in turn, beginning with
Jackson’s argument that JSU had no authority to sign the Employment Agreement.
1. JSU Had Authority to Execute the Employment Agreement
IHL is the state entity tasked with “the responsibility of managing and
controlling the eight public institutions of higher learning in the State of
Mississippi.” Washington v. Jackson State Univ., 532 F. Supp. 2d 804, 814 (S.D.
Miss. 2006). It was “created by the enactment of Article 8 § 213-A of the Mississippi
Constitution in 1942” and draws additional authority from sections 37-101-1
through 37-101-413 of the Mississippi Code. Id.; Bd. of Trs. of State Insts. of Higher
Learning v. Miss. Publishers Corp., 478 So. 2d 269, 273 (Miss. 1985). IHL has “the
power and authority to elect the heads of the various institutions of higher learning,

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and contract with all deans, professors and other members of the teaching staff, and
all administrative employees of said institutions for a term not exceeding four (4)
years.” Miss. Code Ann. § 37-101-15(g); Bd. of Trs., 478 So. 2d at 273. However,
“[i]t shall be the policy of [IHL] to permit the executive head of each institution to
nominate for election by the board all subordinate employees of the institution over
which he presides.” Miss. Code Ann. § 37-101-15(g). JSU is a statutorily-created
public university placed under the auspices of IHL. Washington, 532 F. Supp. 2d at
814; see Miss. Code Ann. §§ 37-101-1(g), 37-125-1.
The statutes delineating the scope of IHL’s authority also mandate that IHL
“shall adopt such bylaws and regulations from time to time as it deems expedient
for the proper supervision and control of the several institutions of higher learning .
. . .” Miss. Code Ann. § 37-101-15(c). One of IHL’s regulations delegates to “the
Commissioner [of IHL] and the Institutional Executive Officers of the several
institutions,” the power “to make all appointments and promotions of faculty and
staff except as otherwise noted . . . .” IHL Policy 401.0102.2 The requirement of full
IHL Board approval is reserved for “creation, appointment, elimination, or
significant modification of the position of Vice Chancellor, Provost, Vice President,
Dean, or Associate/Assistant Provost, Vice President, or Vice Chancellor who
supervises Deans.” IHL Policy 401.0102. Another regulation makes explicit that
“[a]pproval of multi-year contracts by [IHL] is not required for athletics employees .
. . .” IHL Policy 801.04.
IHL Policies and Bylaws (amended through Apr. 19, 2018),
http://www.mississippi.edu/board/downloads/policiesandbylaws.pdf.
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Read together, IHL Policies 401.0102 and 804.04 make clear that the
Institutional Executive Officers of IHL member institutions may appoint athletic
employees without approval of IHL. Therefore, as the Institutional Executive
Officer of JSU, Dr. Meyers was empowered to contract with Jackson and did not
need the approval of IHL to do so. The Employment Agreement may not be voided
on the basis of JSU’s supposed lack of contractual capacity.
2. The Employment Agreement is Ambiguous; a Material Issue of Fact
Exists as to the Parties’ Contractual Intent
Mississippi Courts’ well-established standard for review and interpretation of
contracts involve a three-step analysis. Epperson v. SOUTHBank, 93 So. 3d 10, 16
(Miss. 2012). First, the Court must review the express wording of the contract as a
whole to determine whether the contract is ambiguous. Id. “A contract is
ambiguous if it is susceptible to two reasonable interpretations.” Id. at 19 (citation,
quotation marks, and brackets omitted). However, “[t]he mere fact that the parties
disagree about the meaning of a provision of a contract does not make the contract
ambiguous as a matter of law.” Id. at 16-17 (citation and internal quotation marks
omitted). If it is unambiguous, “the intention of the contracting parties should be
gleaned solely from the wording of the contract” – it must be enforced as written.
Id. at 16 (citation and internal quotation marks omitted).
Second, “if the Court is unable to ascertain the meaning of the contract and
the intent of the parties within the ‘four corners’ of the contract, [the Court] will
apply the ‘canons of contract construction.’” Id. at 17 (quoting Cherokee Ins. Co. v.
Babin, 37 So. 3d 45, 48 (Miss. 2010)). One such canon of contract construction
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provides, “Where the language of an otherwise enforceable contract is subject to
more than one fair reading, the reading applied will be the one most favorable to
the non-drafting party.” Id. (citation and internal quotation marks omitted); see
also Pursue Energy Corp. v. Perkins, 558 So. 2d 349, 352-53 (Miss. 1990) (collecting
cases espousing this rule); Jack H. Ewing, Reservation & Exception of Minerals in
Miss. Conveyancing, 39 Miss. L.J. 39, 48-50 (1967) (listing seven Mississippi canons
of contract construction).
Third, “if the meaning of the contract is still ambiguous, only then is extrinsic
evidence considered.” Epperson, 93 So. 3d at 17. “It is only when the review of a
contract reaches this point that prior negotiation, agreements[,] and conversations
might be considered in determining the parties’ intentions in the construction of the
contract.” Id. (alteration in original) (citation and internal quotation marks
omitted). Resolution of contractual ambiguity by means of conflicting parole
evidence is a matter for the trier of fact. Id. at 18.
The Court has already made the initial first step determination that the
Employment Agreement is ambiguous with respect to the meaning and the
application of the buyout clause because section 2.1 is susceptible to two reasonable
interpretations, including the interpretation Jackson ascribes to it.3 (See Order
Granting in Part and Denying in Part Mot. to Dismiss 5-6, ECF No. 9.) As
previously laid out by the Court, commentaries on the topic of “buyouts” and
“buyout clauses” use the terms in conflicting manners – some refer to payments
In the context of Defendants’ Motion to Dismiss, the Court’s analysis did not need
to proceed further.
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made by a coach (or the newly employing institution) to his or her employer if the
coach chooses to depart before his or her contract term expires, while others refer to
a payment made by the employer to the coach should the employer choose to
prematurely terminate the coach’s contract. (See id.) (collecting commentaries).
The contract does not define the term “”buyout clause.” Furthermore, the
language surrounding the term “buyout clause” does not clarify which meaning
espoused by each of the parties is intended. The three-year agreement comes “with
a buyout clause of $65,000 or a figure negotiated and agreed upon by both parties if
terminated earlier by the University.” (Emp’t Agreement at 1.) The lack of
punctuation, especially when combined with the dual meaning of the term “buyout
clause,” leaves it unclear whether the “buyout clause” and the “figure negotiated
and agreed upon” are separate and distinct or mutually exclusive concepts. If, as
IHL submits, the phrase “if terminated earlier by the University” modifies both “a
buyout clause of $65,000” and “a figure negotiated and agreed upon by both
parties,” the phrase “if terminated earlier by the University” is redundant as
applied to the “buyout clause.” Moreover, the “figure negotiated and agreed upon”
becomes, effectively, superfluous. The University would never be required to agree
to a figure larger than $65,000, and a terminated coach would never be required to
accept less than $65,000.
Having determined that the Employment Agreement is ambiguous as
written, the Court proceeds to apply the canons of contract construction in an
attempt to resolve this ambiguity. As previously noted, one canon of construction

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provides that, where the language of an otherwise enforceable contract is subject to
more than one fair reading, the reading applied will be the one most favorable to
the non-drafting party. Jackson was the non-drafting party. (See Resp. in Opp. Ex.
A., at 8, ECF No. 33-1.) If his interpretation of the term “buyout clause” is applied
to section 2.1, the provision would be read to establish a term of three years “with a
buyout clause of $65,000” – a sum owed to JSU by Jackson should he elect to
terminate the contract before the three-year term is up – “or a figure negotiated and
agreed upon by both parties if terminated earlier by the University.” This
interpretation makes clear that the $65,000 is inapplicable to the present
circumstances, which are instead subject to the “figure negotiated and agreed
upon.”
But what if the parties cannot agree to a figure as compensation for the
University’s early termination? The typical measure of damages for breach of
contract is a sum that places the non-breaching party “‘in the position where she
would have been but for the breach.’” Maness v. K & A Enters. of Miss., LLC, No.
2017-CA-00173-SCT, 2018 WL 774010, at *10 (Miss. Feb. 8, 2018) (quoting Wilson
v. Gen. Motors Acceptance Corp., 883 So.2d 56, 66 (Miss. 2004)). Here, that would
mean a sum equal to the unpaid salary remaining on Jackson’s three year contract.
This circumstance is thus akin to the one created by IHL’s interpretation of the
“buyout clause.” Instead of $65,000 or a negotiated figure, it’s a different fixed sum
– the remainder due on the contract – or a negotiated figure. Again, the coach
would have no incentive to accept less than Mississippi law provides, but he or she

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would also be contractually obligated to negotiate and agree to some figure. This –
the obligation to agree – does not resolve the University’s early termination of the
coach. Thus, the ambiguity persists.
The extrinsic evidence provided by the parties in their summary judgment
briefing is at odds and may not be weighed by the Court in the context of a motion
for summary judgment. Determining the contractual intent of the parties will
therefore be reserved for the jury at trial. Given this conclusion, Jackson’s
arguments that (1) there was never a meeting of the minds as to the material terms
and conditions of the Employment Agreement and (2) the “buyout clause” is
unconscionable are moot. These arguments are in the alternative – that Jackson
never agreed to the “buyout clause” as understood by IHL or that the “buyout
clause” as understood by IHL is void – but the Court has determined that section
2.1 of the Employment Agreement is ambiguous. These arguments are predicated
upon the Court finding that IHL’s interpretation clearly reflects the parties’
contractual intent. Moreover, Jackson’s own deposition testimony is that he
reviewed the Employment Agreement and agreed to the terms before he signed it.
(See Defs’ Mot. Summ. J. Ex. A, at 14, ECF No. 27-1; Pl.’s Mot. Summ. J. Ex. C, at
6, ECF No. 28-3.)
III. CONCLUSION
The Court has concluded that neither party is entitled to summary judgment
on Jackson’s breach of contract claim. The buyout clause provision lacks the clarity

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necessary to discern the intent of the parties. Therefore the ambiguity must be
settled by the fact finder’s resolution of conflicting parole evidence.
IT IS THEREFORE ORDERED AND ADJUDGED that Plaintiff’s [28]
Motion for Partial Summary Judgment is DENIED, and Defendants’ [30] Motion
for Summary Judgment is DENIED insofar as it seeks summary judgment on
Plaintiff’s breach of contract claim.
SO ORDERED AND ADJUDGED this the 2nd day of July, 2018.

s/

Louis Guirola, Jr.

LOUIS GUIROLA, JR.
UNITED STATES DISTRICT JUDGE

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