Robertson Fire Protection District v. Miner

Filing 39

MEMORANDUM AND ORDER: IT IS HEREBY ORDERED that Plaintiff's motion for partial summary judgment [ECF No. 28 ] is DENIED. Signed by Sr. District Judge John A. Ross on 3/11/25. (JAB)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
ROBERTSON FIRE PROTECTION
DISTRICT,
Plaintiff,
v.
DONALD D. MINER,
Defendant.

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No. 4:24-cv-0026-JAR

MEMORANDUM AND ORDER
This matter is before the Court on Plaintiff’s motion for partial summary judgment on
Count I of its First Amended Petition [ECF No. 28]. The motion is fully briefed and ready for
disposition. For the reasons set forth below, the motion will be denied.
I.

Background

The following facts, unless otherwise stated, are taken from Plaintiff’s First Amended
Petition [ECF No. 8], Plaintiff’s Statement of Uncontroverted Material Facts (which Defendant
has admitted in full) [ECF No. 29], and Defendant’s Statement of Additional Uncontroverted
Material Facts [ECF No. 34].
Plaintiff Robertson Fire Protection District (“District”) is a political subdivision and
municipal corporation of the State of Missouri created to provide fire protection and emergency
services to St. Louis County residents. It is a public entity governed by the applicable Missouri
statutes and the Missouri Constitution regarding such public entities. Defendant Donald D. Miner
(“Miner”) is a former Fire Chief of the District who was hired in 2013 and retired in 2020. Upon
his retirement, Miner and the District executed an Employment Agreement (“Agreement”) on
May 26, 2020.

The stated purpose of the Agreement “is to address the retirement employment agreement
of Chief Don Miner.” The Agreement provides the terms of Miner’s compensation after his
retirement and for additional services to the District. Beginning on June 3, 2020, the Agreement
states Miner “shall continue in the employ of [the District] using accrued leave while working in
a transition/consultant [sic] with full salary and benefits, until all accrued leave is exhausted.
Accrued leave does not include sick leave.” The Agreement additionally states that “[a]ccrued
sick leave will be paid into Miner’s VEBA account,” disbursed over a three-year period or less.
The Agreement also specifies that the District will provide Miner certain items and equipment
for his consultant role, as well as an option to purchase a District vehicle for $7,500 “as is”
without warranty upon it being declared “surplus property” by the District [ECF No. 8-1 at 1].
Other provisions of the Agreement relate to the legal duties of the parties. Pursuant to the
Agreement, Miner is to attend all attorney conferences, court proceedings, depositions, and other
litigation matters related to the District until such matters are concluded [Id.]. If Miner is
required to attend legal proceedings or meetings, the District must compensate him for expenses
incurred. Lastly, the Agreement states that the “District shall indemnify and hold Miner harmless
as to all matters relating to his participation, testimony, litigation preparation or other legal
efforts on his part related to [District] issues or in the exercise of his duties as Chief.” [Id. at 2].
The District now brings this action to recoup public money it claims was unlawfully paid
to Miner. The District’s First Amended Petition states three counts against Miner. Count I, the
relevant count for purposes of this motion, requests declaratory and injunctive relief by means of
a Court determination that the Agreement is void and an order directing Miner to reimburse the
District in the amount unlawfully paid to him, which the District estimates to be $230,327.43.

To supplement his response and statement of additional uncontroverted facts, Miner has
presented several exhibits, including records of his accrued sick leave and accrued vacation
leave. The records show that Miner had a total accrued sick leave of 1,976 hours [ECF No. 34-2
at 1] and a total accrued vacation leave of 567 hours [ECF No. 34-3 at 1]. Miner has also
presented an employment agreement from 2012 between the District and former Chief David J.
Tilley [ECF No. 34-1]. Miner claims that the 2012 agreement, which similarly addressed the
terms of Tilley’s retirement, establishes that the District “had a course and practice of recording
and paying prior fire chiefs for accrued unused annual vacation time.” [ECF No. 34 at 2].
The District disputes all of Miner’s statements of fact and the validity of his exhibits. Of
relevance to the present motion, the District denies Miner’s contention that the District had a
“policy and practice of recording accrued unused sick time” on the basis that the cited materials
are not admissible evidence, lack foundation and authentication, and do not establish existence of
a policy or practice. The District objects to all of Miner’s statements of fact concerning the
exhibits on the basis that the evidence has not been authenticated, lacks foundation, and does not
establish a method for how the purported calculation of leave time was calculated [ECF No. 38].
On December 11, 2024, the District filed a motion for partial summary judgment on
Count I of its First Amended Petition. Miner filed a response in opposition to the motion, to
which the District filed a reply.
II.

Summary Judgment Standard

“Summary judgment is proper where the evidence, when viewed in the light most
favorable to the nonmoving party, indicates that no genuine issue of material fact exists and that
the moving party is entitled to judgment as a matter of law.” Spears v. Missouri Dept. of
Corrections and Human Resources, 210 F.3d 850, 853 (8th Cir. 2000); Fed. R. Civ. P. 56(a). At

the summary judgment stage, it need not be proved that the evidence would be admitted, but only
that it “could be presented at trial in an admissible form.” Smith v. Kilgore, 926 F.3d 479, 485
(8th Cir. 2019) (citation omitted) (emphasis in original).
If there are factual disputes that may affect the outcome of the case under the applicable
substantive law, summary judgment is not appropriate. Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 248 (1986). A fact is material if it relates to the legal elements of the claim. Id. A dispute of
material fact is genuine if the evidence would allow a reasonable jury to return a verdict for the
nonmoving party. Id. “The mere existence of a scintilla of evidence in support of the [nonmoving
party's] position will be insufficient; there must be evidence on which the jury could reasonably
find for the [nonmovant].” Id. at 252. The nonmoving party may not rely on allegations or
denials but must substantiate its allegations with sufficient probative evidence that would permit
a finding in its favor on more than mere speculation or conjecture. Ball v. City of Lincoln,
Nebraska, 870 F.3d 722, 727 (8th Cir. 2017). Even if some factual dispute exists, if the evidence,
taken as a whole, is so one-sided that a fair-minded trier of fact could not find for the nonmovant,
then there is no genuine issue for trial, and the movant is entitled to summary judgment. Id.
III.

Discussion

A. Void for Indefiniteness/Uncertainty
The District argues that the Agreement is void because it runs afoul of R.S.Mo. §
432.070, a Missouri statute which requires any contract by a municipal entity state its
consideration expressly in writing. See MO. REV. STAT. § 432.070. According to the District, the
consideration to be paid to Miner under the Agreement was not sufficiently definite and certain
to represent an enforceable contract under Missouri law. Specifically, the failure to specify a

dollar amount and to define the forms of “leave” supposedly to be paid to Miner render the
contract too vague to be enforceable.
Under Missouri law, failure to comply with § 432.070 makes a contract “void ab initio,
not merely voidable.” STL Riverview Plaza LLC v. Metro. St. Louis River Dist., 681 S.W.3d 290,
298 (Mo. App. E.D. 2023) (citation omitted). “[T]he manifest purpose of [§ 432.070] is that the
terms of the contract shall, in no essential particular, be left in doubt, or to be determined at some
future time, but shall be fixed when the contract is entered into.” Bride v. City of Slater, 263
S.W.2d 22, 26 (Mo. 1953) (quoting Woolfolk v. Randolph Cnty., 83 Mo. 501, 506 (Mo. 1884)).
Contracts made by municipalities, if properly authorized and expressed in written form,
are scrutinized under the same principles as any other contracts. Burger v. City of Springfield,
323 S.W.2d 777, 783 (Mo. 1959). The written consideration must be definite and certain to the
extent that a court can determine damages in the event of a breach. Id. (citations omitted).
Contract terms are sufficiently certain to be enforceable if they are capable of being rendered
certain through “ordinary canons of construction or by reference to something certain.” City of
Malden v. Green, 779 S.W.2d 354, 356 (Mo. App. S.D. 1989). A contract can be rendered certain
“by computation or reference to extrinsic facts.” Burger, 323 S.W.2d at 784 (citation omitted).
“Courts do not favor the destruction of agreements, but will, if feasible, construe agreements so
as to carry into effect the reasonable intention of the parties.” Computer Network, Ltd. v. Purcell
Tire & Rubber Co., 747 S.W.2d 669, 674 (Mo. App. E.D. 1988) (citations omitted). “A contract
should not be held void for uncertainty unless there is no possibility of giving meaning to the
agreement.” Id. at 676.
In Burger v. City of Springfield, a contract promising “reasonable compensation for
services and expenses to be fixed by the Council upon the completion of [a person’s] services”

was upheld as sufficiently definite and certain to survive a challenge under § 432.070. 323
S.W.2d at 785. “The mere fact that, at the time the contract was executed, the amount to be paid
by the City could not then be determined in dollars and cents did not adversely affect the validity
of the contract.” Id. at 784. As long as there is some “measuring rod” or “guide” by which the
consideration can be determined, such as the common specification of “reasonable
compensation” for services, a contract is not necessarily void for uncertainty. Id. (citations
omitted).
Here, the terms of the Agreement provide that Miner would continue to work for the
District in a transition or consultant role “using accrued leave” with full salary and benefits [ECF
No. 8-1 at 1]. As detailed above, the Agreement specifies that accrued leave “does not include
sick leave” [Id.]. The Agreement provides a different mechanism for the payment of accrued sick
leave, which would be paid into Miner’s account over a three-year period or less [Id.]. Miner’s
exhibits appear to show the amount of vacation leave and sick leave accrued by Miner, which
was 567 hours [ECF No. 34-3 at 1] and 1,976 hours [ECF No. 34-2 at 1] respectively.
The District argues that all of the exhibits furnished by Miner are inadmissible, but on
their face the exhibits appear relevant to the computation of Miner’s accrued leave and sick leave
and consequently to the determination of consideration under the Agreement. See STL Riverview,
681 S.W.3d at 299 (“If a writing omits an essential term, it is considered incomplete and extrinsic
evidence may be introduced to establish the parties’ intent.”) (citation omitted). On summary
judgment, the nonmovant does not need to conclusively establish admissibility of its evidence to
generate a genuine dispute of a material fact, but only needs to show that the evidence “could be
presented at trial in an admissible form.” See Smith, 926 F.3d at 485. The Court finds that

Miner’s exhibits are potentially admissible and will be considered for purposes of summary
judgment.1
The District also contends that the promise of payment of “accrued leave” and “accrued
sick leave” is too vague to be enforceable pursuant to § 432.070 because the Agreement does not
explicitly define the terms or specify any dollar amounts and there is no method or standard by
which “accrued leave and sick leave” can be measured. However, an exact dollar amount is not
required. See Burger, 323 S.W.2d at 784. Further, the records provided by Miner may be used as
extrinsic evidence to establish the parties’ intent regarding consideration and to give meaning to
the terms under the Agreement. See City of Malden, 779 S.W.2d at 356 (“The consideration to be
paid and a document purporting to be a contract can be made certain by reference to extrinsic
facts so referred to.”). The records showing the total hours of vacation leave and sick leave
accrued by Miner constitute a “reference to something certain” which enables the Court to give
consideration under the Agreement an exact meaning. Id. With reference to the records, the term
“accrued leave” under the Agreement may be interpreted to mean the total hours of vacation
leave and personal leave accrued by Miner, and “accrued sick leave” may naturally be
interpretated to mean the total hours of sick leave accrued by Miner.
Miner’s assertion that the exhibits establish a “policy and practice” of compensating
former fire chiefs with accrued leave and recording unused leave for its employees, which the
District disputes, need not be adjudicated at this stage of the proceedings. Rather, the relevant
issue is whether the exhibits establish a real dispute over the enforceability of the Agreement’s
terms. Given Miner’s evidence providing a fixed method by which his compensation could be

The Court is not making a ruling on the admissibility of the evidence at this stage. Notwithstanding some of
Miner’s factual assertions which are unsupported by material evidence, the exhibits filed with the Court support
Miner’s position concerning his accrued leave and sick leave [ECF Nos. 34-2–34-3].
1

computed at the time the Agreement was made, there is at minimum a live dispute concerning
the Agreement’s enforceability. Viewing the facts in the light most favorable to Miner, a
reasonable factfinder could conclude that the parties agreed that Miner’s “accrued leave” and
“accrued sick leave” would be paid over the remaining duration of his employment based on
District documents tracking his accrual of leave, and that the District’s data represents a
“sufficiently definite” yardstick for the determination of consideration. Burger, S.W.2d at 783.
As it is possible to give meaning to the terms “accrued leave” and “accrued sick leave,” the
Agreement will not be held void for uncertainty. Therefore, the Court will deny partial summary
judgment on this ground.
B. Indemnification Provision
The District further argues that the promise to “indemnify and hold Miner harmless” in
any District legal matters creates a perpetual obligation on the part of the District in violation of
Article VI, Section 26(a) of the Missouri Constitution. Section 26(a) forbids any political
subdivision of the state from becoming “indebted in an amount exceeding in any year the income
and revenue provided for such year plus any unencumbered balances from previous years.” MO.
CONST. art. VI, § 26(a). The District maintains that the lack of a severability clause in the
Agreement renders the entire contract void.
The Supreme Court of Missouri has held that contracts in violation of Section 26(a) of
the Missouri Constitution are voidable, not void. Mercantile Bank of Ill., N.A. v. School Dist. of
Osceola, 834 S.W.2d 737, 741 (Mo. 1992) (en banc) (overruling Grand River Tp., De Kalb
County v. Cooke Sales & Service, Inc., 267 S.W.2d 322 (Mo. 1954)). Specifically, a municipal
“contract is voidable on a factual showing that the contracted expenditure exceeded the
[municipality’s] ability to pay it with revenues in the year it was due.” Id. at 740 (emphasis in
original).

Thus, the parties’ Agreement is not void under Section 26(a) and would only be voidable
on a factual showing that the indemnification clause produced an expenditure that exceeded the
District’s ability to pay. No such showing has occurred here. There is also no indication that
open-ended indemnification clauses run afoul of Section 26(a). As conceded by the District, no
Missouri authority has construed Section 26(a) to apply to indemnification clauses. The two
decisions from other jurisdictions cited by the District are not ultimately persuasive. The U.S.
Court of Federal Claims in E.I. DuPont De Nemours and Co., Inc. v. U.S., 54 Fed. Cl. 361 (2002)
found that the federal Anti–Deficiency Act (“ADA”) barred the enforcement of open-ended
indemnification clauses without appropriation or express statutory authority, but that decision
only reaches the applicability of the ADA and is therefore inapposite. Likewise, the opinion of
the Attorney General of Maryland, 71 Md. Op. Atty. Gen. 274 (1986), which posits that a
contract provision cannot be given legal effect if it requires the state to indemnify without limit
another state and its employees, is inapplicable. Absent authority to the contrary, the Court
concludes that the indemnification provision of the Agreement does not violate the Missouri
Constitution. Hence, the Court will deny partial summary judgment on this ground as well.
IV.

Conclusion

Accordingly,
IT IS HEREBY ORDERED that Plaintiff’s motion for partial summary judgment [ECF
No. 28] is DENIED.
Dated this 11th day of March, 2025.

________________________________
JOHN A. ROSS
UNITED STATES DISTRICT JUDGE